Autoridad de Carreteras y Transportacion v. TransCore Atlantic, Inc.

Filing 31

MEMORANDUM AND ORDER re 18 Motion to Remand. The Court DENIES plaintiff PRHTA's motion to remand this case to the San Juan Superior Court on the basis of the forum selection clause. Costs and attorneys fees incurred in opposing the PRHTA's motion to remand are awarded to TransCore Atlantic, Inc. Signed by Judge Francisco A. Besosa on 09/11/2015. (brc)

IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF PUERTO RICO
AUTORIDAD DE CARRETERAS Y
TRANSPORTACION,
Plaintiff,
v.

Civil No. 15-1924 (FAB)

TRANSCORE ATLANTIC, INC.,
Defendant.

MEMORANDUM AND ORDER
BESOSA, District Judge
On June 17, 2015, the Puerto Rico Highway and Transportation
Authority (“PRHTA”) brought suit against TransCore Atlantic, Inc.
(“TransCore”) in the Puerto Rico Court of First Instance, San Juan
Superior Division.

(Docket No. 25-1.)

The suit concerns a

contract pursuant to which TransCore operated and managed the
electronic

toll

payment

system

(“AutoExpreso”)

customer service center in Puerto Rico.

and

a

Id. at p. 3.

related
PRHTA

alleges that it owns certain equipment and materials used by
TransCore, and it seeks an injunction and a declaratory judgment
that would prohibit TransCore from removing the equipment and
materials upon termination of the contract on June 30, 2015.
at pp. 3-23.

Id.

Civil No. 15-1924 (FAB)

2

On June 22, 2015, TransCore answered the complaint and filed
a counterclaim alleging that it owns the disputed equipment and
materials.

(Docket No. 25-8.)

TransCore requested declaratory

relief, damages, and attorney’s fees in its counterclaim.
pp. 33-38.

Id. at

On July 13, 2015, defendant TransCore removed the case

to federal court on the basis of diversity jurisdiction.

(Docket

No. 1.)
Plaintiff PRHTA now moves to remand the case to the San Juan
Superior Court, citing a forum selection clause.

(Docket No. 18.)

Defendant TransCore opposes, arguing that this case is outside the
forum selection clause’s scope.

(Docket No. 27.)

PRHTA replied.

(Docket No. 30.)
The forum selection clause at issue appears in Article 17.5 of
the Master Agreement between PRHTA and TransCore and states as
follows:
Any legal action commenced by the Contractor or any
Subcontractor (or any Guarantor) arising out of, or
relating to, the performance of the Contract shall be
brought only in the Court of First Instance Puerto Rico
[sic].
(Docket No. 1-8 at p. 77 (emphasis added).)

It is clear from the

language of this clause that the forum requirement applies only to
“legal action[s] commenced by the Contractor or any Subcontractor
(or any Guarantor).”

Id.

The “Contractor” is TransCore, id. at

Civil No. 15-1924 (FAB)

3

p. 114, and the parties agree that PRHTA is not a “Subcontractor”
or a “Guarantor.”

Thus, the forum selection provision does not

apply to legal actions commenced by PRHTA. Because PRHTA commenced
this action when it filed a complaint against TransCore, the forum
requirement does not apply.
PRHTA argues that TransCore’s counterclaim alters this very
plain analysis because the counterclaim is a “separate, distinct
legal action[] initiated by TransCore against PRHTA.”
No. 30 at p. 5.)

(Docket

PRHTA essentially invites the Court to construe

the commencement of a legal action, triggering the forum selection
clause, as including the filing of a counterclaim.
declines PRHTA’s invitation.

The Court

When “the terms of a contract are

clear and leave no doubt as to the intentions of the contracting
parties, the literal sense of its stipulations shall be observed.”
P.R. Laws Ann. tit. 31, § 3471.

The Court finds that the forum

selection clause’s phrase “legal action commenced” is clear.

Both

the federal and Puerto Rico rules of civil procedure provide that
“[a] civil action is commenced by filing a complaint with the
court.”
Thus,

Fed. R. Civ. P. 3; P.R. R. Civ. P. 2 (emphasis added).

TransCore

did

not

commence

an

action

when

it

counterclaim because a counterclaim is not a complaint.

filed

a

Compare

Black’s Law Dictionary 344 (10th ed. 2014) (defining “complaint” as

Civil No. 15-1924 (FAB)

4

“[t]he initial pleading that starts a civil action and states the
basis for the court’s jurisdiction, the basis for the plaintiff’s
claim, and the demand for relief”), with id. at 427 (defining
“counterclaim” as a “claim for relief asserted against an opposing
party after an original claim has been made”).
Furthermore, “when construing a contract, one must presuppose
fairness, correction and good faith in its wording and construe it
in

such

with

the

contractual relationship as required by ethical standards.

In

other

a

manner

words,

one

that

cannot

leads

seek

to

to

results

consonant

obfuscate

or

distort

the

interpretation of contracts to reach absurd or unfair results.”
Irizarry v. Garcia, 155 P.R. Dec. 713, 726, __ P.R. Offic. Trans.
__, 2001 WL 1555664 (P.R. Nov. 27, 2001).

PRHTA’s interpretation

of the forum selection clause would put TransCore in the position
of choosing between asserting its right of removal to federal court
and asserting its compulsory counterclaim1 - an absurd and unfair
dilemma.

1

A compulsory counterclaim is a claim that arises out of the same
transaction or occurrence that is the subject matter of the
opposing party’s claim and does not require adding a party over
whom the court lacks jurisdiction. Fed. R. Civ. P. 13(a); P.R. R.
Civ. P. 11.1. Here, TransCore’s counterclaim is compulsory because
it stems from the same dispute over equipment and materials that is
the subject of PRHTA’s complaint. See Docket Nos. 25-1, 25-8.

Civil No. 15-1924 (FAB)

5

TransCore agreed to the Puerto Rico Court of First Instance
forum solely in the eventuality that it decided to commence a legal
action against PRHTA.

Because PRHTA commenced this action when it

filed a complaint against TransCore, the forum selection clause
does not apply.

The Court DENIES plaintiff PRHTA’s motion to

remand this case to the San Juan Superior Court on the basis of the
forum selection clause, (Docket No. 18).
Costs and attorneys fees incurred in opposing the PRHTA’s
motion to remand are awarded to TransCore Atlantic, Inc.
IT IS SO ORDERED.
San Juan, Puerto Rico, September 11, 2015.

s/ Francisco A. Besosa
FRANCISCO A. BESOSA
UNITED STATES DISTRICT JUDGE