Summary
holding that forum selection clause applying to "any action concerning" the contract governed even though case concerned "multiple, interrelated contracts" and some contracts did not contain forum selection clause
Summary of this case from Bright LLC v. Best W. Int'l, Inc.Opinion
No. A15A0996.
11-12-2015
CEMEX CONSTRUCTION MATERIALS FLORIDA, LLC v. LRA NAPLES, LLC f/k/a Ginn–LA Naples Ltd., LLLP.
Charles Harmon Crawford III, Michael James King, Atlanta, for Appellant. Pelham Wilder IV, Atlanta, for Appellee.
Charles Harmon Crawford III, Michael James King, Atlanta, for Appellant.
Pelham Wilder IV, Atlanta, for Appellee.
Opinion
BOGGS, Judge.
Cemex Construction Materials Florida, LLC, (“Cemex”) appeals from the trial court's order denying its motion to dismiss grounded upon a forum selection clause in a contract between Cemex, LRA Naples, LLC f/k/a Ginn–LA Naples Ltd., LLLP (“Ginn”), and two other entities not involved in this case. The parties refer to this contract as the “Four–Party Agreement.” Cemex contends the trial court should have enforced the forum selection clause in the Four–Party Agreement, or alternatively, dismissed the case under the doctrine of forum non conveniens. Because we agree that the forum selection clause in the Four–Party Agreement applies to the action before us, we reverse.
It is undisputed that Cemex is the successor in interest to Rinker Materials of Florida, LLC., the entity which originally entered into the Four–Party Agreement. For ease of reference, Rinker will be identified as Cemex in this opinion.
“We review a trial court's ruling on a motion to dismiss de novo. [Cit.]” The Houseboat Store v. Chris–Craft Corp., 302 Ga.App. 795, 692 S.E.2d 61 (2010). The record shows that the Four–Party Agreement contains the following provision: “Venue for any action concerning this Agreement shall be in Lee County, Florida.” Ginn's complaint against Cemex alleges the existence of the Four–Party Agreement, along with three other pre-existing agreements modified by the Four–Party Agreement, and a copy of all four contracts is attached to the complaint. Ginn also alleges that “[t]he Four–Party Agreement made the Lease Termination Payment come due on December 31, 2015.” Finally, the complaint alleges that Ginn did not receive sufficient credit against the “Lease Termination Payment” due to various breaches of the pre-existing contracts by Cemex and asks the court to declare that it is relieved from its obligation to make the “Lease Termination Payment.” It is undisputed that the three pre-existing agreements alleged in the complaint do not contain a forum selection clause.
Based upon the forum selection clause in the Four–Party Agreement, Cemex moved to dismiss Ginn's complaint. It also asked, in the alternative, that the trial court dismiss the complaint based upon the doctrine of forum non conveniens. The trial court denied the motion to dismiss because
the Four–Party Agreement purports to modify only certain provisions of the prior three contracts. Further it was entered into almost two and a half years after the original agreement, and it adds two other entities. Finally, it contains its own standard, boilerplate provisions governing that contract. Therefore, it should be read as a separate, independent agreement from the prior three agreements, to which the forum selection clause does not apply. (Footnote omitted.)
1. Georgia has adopted the United States Supreme Court's conclusion “that forum selection clauses are prima facie valid and should be enforced unless enforcement is shown by the resisting party to be ‘unreasonable’ under the circumstances.” The Park Avenue Bank v. Steamboat City Dev. Co., 317 Ga.App. 289, 294(1), 728 S.E.2d 925 (2012), overruled on other grounds, Wang v. Liu, 292 Ga. 568, 571(1), 740 S.E.2d 136 (2013). We are not asked to address in this case whether the forum selection clause was unreasonable, but instead whether it applies to the particular complaint before us.
The language in the forum selection clause is broad—it applies to “any action concerning” the Four–Party Agreement. “[U]nless [a] contract indicates otherwise, ‘we generally accept that contractual terms carry their ordinary meanings.’ [Cit.]” Lafarge Bldg. Materials v. Thompson, 295 Ga. 637, 640(2), 763 S.E.2d 444 (2014). The word “concerning is defined as “[i]n reference to; regarding.” American Heritage Dictionary (2d ed. 1982). Here, the complaint alleges the existence of the Four–Party Agreement, a copy of this agreement is attached to the complaint, and Ginn seeks relief from a payment due date contained within the Four–Party Agreement. We therefore conclude that the complaint is “any action concerning” the Four–Party Agreement.
Ginn's argument that the forum selection clause does not apply because the Four–Party Agreement was intended to be separate, non-integrated agreement does not require a different result. The resolution of this case turns on whether the action concerned the Four–Party Agreement, which it clearly does, and not whether the Four–Party Agreement was intended to be integrated with the pre-existing contracts. And nothing in our opinion in SR Bus. Svcs. v. Bryant, 267 Ga.App. 591, 600 S.E.2d 610 (2004), mandates that contracts must be contemporaneous and construed as one contract in order for a forum selection clause in one contract to apply to an action concerning multiple, interrelated contracts. In Bryant, we addressed a different factual scenario (whether a forum selection clause in a merger agreement applied to an employment agreement attached as an exhibit to the merger agreement) and concluded that the trial court erred by denying a motion to dismiss based upon the forum selection clause in the merger agreement.
Based upon our conclusion that the complaint concerns the Four–Party Agreement, we reverse the trial court's order denying Cemex's motion to dismiss. See Brinson v. Martin, 220 Ga.App. 638, 640–641(2), 469 S.E.2d 537 (1996); Laibe Corp. v. General Pump & Well, 317 Ga.App. 827, 829–831(1), 733 S.E.2d 332 (physical precedent only).
2. Cemex's remaining enumeration of error regarding forum non conveniens is rendered moot by our holding in Division 1.
Judgment reversed.
DOYLE, C.J. and PHIPPS, P.J., concur.