Florida Ed. Assocl., Inc., v. National Ed. Assoc. of U.S., 9318.

• Decision Date: 26 March 1976
• Docket Number: No. 9318.,9318.
• Citation: 354 A.2d 853
• Parties: FLORIDA EDUCATION ASSOC., INC., a corporation, Appellant, v. NATIONAL EDUCATION ASSOC. OF the UNITED STATES, a corporation, Appellee.
• Court: D.C. Court of Appeals

Page 853

354 A.2d 853

FLORIDA EDUCATION ASSOC., INC., a corporation, Appellant, v. NATIONAL EDUCATION ASSOC. OF the UNITED STATES, a corporation, Appellee.

No. 9318.

District of Columbia Court of Appeals.

Argued February 3, 1976.

Decided March 26, 1976.

J. Michael Hines, with whom B. Dwight Perry, Washington, D. C., was on the brief, for appellant.

Stephen M. Nassau, Washington, D. C., for appellee.

Before FICKLING and YEAGLEY, Associate Judges, and HOOD, Chief Judge, Retired.

YEAGLEY, Associate Judge:

This is an appeal from the denial of appellant's motion for dismissal on the grounds of forum non conveniens.¹ We affirm.

Appellee National Education Association (NEA) is a nonprofit organization chartered by special act of Congress² as a "body corporate" of the District of Columbia. Appellant Florida Education Association (FEA) is a nonprofit entity incorporated in its namesake jurisdiction with its principal office in Tallahassee, Florida. Until August 31, 1974, FEA was the Florida affiliate of NEA.

When Florida teachers represented by FEA went on strike in February 1968, the strike was financed in part by NEA. The job action was unsuccessful and in its wake, FEA lost many of its members and found itself in need of financial help for the school year beginning September 1968. For this reason, FEA requested by letter of August 13, 1968, that NEA advance $233,988 to cover FEA's operating expenses. After negotiations concerning the actual sum to be advanced, NEA forwarded funds totaling $225,784.40 on the condition that the money be repaid on terms to be later agreed upon.

On December 31, 1968, NEA requested by mail that FEA specify the manner and time in which the loan would be repaid. FEA in a reply leter of January 6, 1969, proposed a plan of repayment but no agreement was reached at that time. In May of 1969, officials from the two organizations met in Orlando, Florida and there reached a tentative agreement on a plan of repayment in which FEA would liquidate the loan at a rate of $45,000 per year plus interest at the rate which NEA had to pay on borrowed funds. Upon their return to Washington, NEA officials prepared a draft contract that reflected the product of the Orlando negotiations which they forwarded unsigned to Florida. FEA replied by letter noting that it had no general objection to the contract proposal but stating that it could not accept the terms of repayment unless a clause was added granting FEA the right to provide NEA with evidence of an inability to meet its installment obligations as a prerequisite to NEA reducing the periodic payment.

FEA added the proposed clause to the tentative contract submitted by NEA, signed it and returned it to Washington for final execution. NEA's president completed the contract with the additional clause attached by adding his signature on July 10, 1969.

After FEA allegedly defaulted in making a required payment in March 1974, NEA brought this action in the Superior Court. FEA's motion to dismiss on the grounds of forum non conveniens was heard and denied on January 29, 1975. This appeal followed.³

This court has held that decisions on questions of forum non conveniens are committed to the sound discretion of the trial court and will not be upset on appeal except upon a clear showing of an abuse of that discretion. Dorati v. Dorati, D.C. App., 342 A.2d 18 (1975); District-Realty Title Insurance Corp. v. Goodrich, D.C. App., 328 A.2d 93 (1974); Frost v. Peoples Drug Store, Inc., D.C.App., 327 A.2d 810 (1974).

Here we find no such abuse. Appellee, plaintiff below, is a corporate body of the District of Columbia with its principal place of business here. The cause of action apparently arose in this jurisdiction, as the contract upon which plaintiff is suing was negotiated within as well as without the District of Columbia and executed by NEA here. It concerned the loan of money from and its repayment in this jurisdiction. The Supreme Court has said:

Where there are only two parties to a dispute, there...