An Indiana appellate court recently affirmed a trial court’s decision to dismiss a limestone manufacturer’s complaint seeking indemnity from a trucking company after a complaint by the trucking company subcontractor’s employee was brought against it.
In Carmeuse Lime & Stone v. Illini State Trucking, Inc., 986 N.E.2d 271 (Ind. Ct. App. 2013), an employee of a subcontractor of Illini State Trucking (“Illini”) was injured on Carmeuse Lime & Stone’s (“Carmeuse”) premises after he drove a truck into a ditch to avoid equipment on the opposite side of the road. When he got out of the truck his legs got burnt from lime and other chemicals. He then filed a complaint against Carmeuse alleging premises liability. In response to the employee’s complaint, Carmeuse filed a third party complaint against Illini alleging that at the time of the accident there was a valid contract between Illini and Carmeuse that indemnified Carmeuse from any potential employee injuries resulting from their own negligent acts.
Carmeuse only attached the provision of the contract relating to indemnification between them and Illini in their original complaint. Carmeuse failed to attach the entire contract in the original complaint. Numerous motions were subsequently filed by both Illini and Carmeuse. Carmeuse moved to file its amended complaint which included the entire contract. Illini filed an objection to Carmeuse’s motion to file their amended complaint and included improper venue. Illini cited a forum selection clause in the original contract between Illini and Carmeuse that required all legal actions between the parties be brought in Allegheny County, Pennsylvania. Carmeuse then filed a response to Illini’s objection and claimed that Illini should not be permitted to raise a forum challenge at this point, since they had previously been using Indiana courts and had not brought a venue objection until now.
The court noted that forum selection clause’s in contracts will be upheld unless they are unjust and unfair. Courts will defer to forum selection clauses unless a trial in the contractual forum would be so difficult and inconvenient that one of the parties would be deprived of their day in court. Regardless of the chosen forum being in a remote location, the party claiming unfairness bears a heavy burden of proof to show why the court should not defer to the contractual language of the parties.
The court ultimately held that Illini did not waive its ability to object to the venue under the forum selection clause in the amended complaint because they did not have the opportunity in the initial complaint since Carmeuse did not include the original contract to it. The court further determined that the forum selection clause was freely negotiated and that it was just and reasonable for the parties to litigate their claims, as agreed to, in Allegheny County, Pennsylvania instead of Indiana. Therefore, the appellate court affirmed the trial court’s order to dismiss Carmeuse’s complaint.
Jeremy Fetty is a partner in the law firm of Parr Richey Frandsen Patterson Kruse with offices in Lebanon and Indianapolis. He often advises businesses and utilities (for profit, non-profit and cooperative) on organizational, human resources, and transactional matters and drafts and reviews commercial contracts.
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