Hanson Engineers Inc. v. Uneco, Inc., No. 99-3083.

CourtU.S. District Court — Central District of Illinois
Writing for the CourtMills
Citation64 F.Supp.2d 797
PartiesHANSON ENGINEERS INC., Plaintiff, v. UNECO, INC., Defendant.
Decision Date07 September 1999
Docket NumberNo. 99-3083.

Page 797

64 F.Supp.2d 797
HANSON ENGINEERS INC., Plaintiff,
v.
UNECO, INC., Defendant.
No. 99-3083.
United States District Court, C.D. Illinois, Springfield Division.
September 7, 1999.

William F. Trapp, Springfield, IL, for plaintiff.

Page 798

Stephen F. Hedinger, Springfield, IL, for defendant.

OPINION

MILLS, District Judge.


In this breach of contract case, Defendant moves to dismiss for lack of personal jurisdiction and improper venue.

But the forum selection clause in the contract provides for suit where the "plaintiff' is "located."

Because the Plaintiff in this case has its corporate offices in the Central District of Illinois and is thus "located" here, the motion must be denied.

This cause comes before the Court on several motions: UNECO'S motion to dismiss, UNECO's motion for leave to file a reply to the response to the motion to dismiss, and Hanson's motion for leave to file a sur-reply, contained in Hanson's Objections to UNECO's motion for leave to file reply.

I. BACKGROUND

Hanson Engineers ("Hanson") is a corporation that provides engineering services. On December 4, 1997, Hanson entered into a contract with UNECO which called for Hanson to provide design and engineering services for the development or construction by UNECO of a power plant in Kogalym, Russia. While the substantive provisions of the contract are not important for purposes of this motion, the contract contained a forum selection clause that provided "[i]f the parties cannot agree upon an amicable settlement, then all disputes and differences are to be submitted to the United States District Court of that District, where plaintiff is located." The contract also contained a choice of law provision that stipulated that Utah's law would govern the contract.

Hanson has instituted this suit against UNECO alleging that Hanson performed the work that was called for in the contract but that UNECO failed to pay for a portion of the work. Hanson also alleges that UNECO made changes in the plans and specifications as the work progressed and that Hanson should be paid the value of those additional services rendered by Hanson.

UNECO filed a motion to dismiss pursuant to Rules 12(b)(2) and 12(b)(3) of the Federal Rules of Civil Procedure. UNECO argues that it has not established sufficient contacts with Illinois to confer personal jurisdiction over UNECO. Also, UNECO contends that the forum selection clause, properly interpreted, allows suit in only two places — Utah or New Jersey. This argument is based on the fact that the forum selection clause, set out above, provides that suit may be brought where plaintiff is "located" and the contract lists only two addresses of the parties — a Utah address for UNECO and a New Jersey address for Hanson. UNECO, in other words, argues that the term "located" means the addresses that are mentioned in the contract. Hanson argues that the term "located" should be interpreted more broadly to include at least the place where Hanson is headquartered and has a substantial business presence. Thus, on Hanson's reading, but not on UNECO's, Hanson is located in Illinois where it has its corporate offices.

II. ANALYSIS

A. Replies Ad Infinitum

Local Rule 7.1(B)(1) provides that "[n]o reply to a response is permitted, unless the response is to a motion for summary judgment." Though this rule does not preclude a party from seeking leave to file a reply, leave should not be so freely granted that it would render the general prohibition of replies ineffective. In addition, many times parties will request, as UNECO does here, leave to file a sur-reply. The Court will not condone these attempts by the parties in this case to have the last word.

There are no circumstances present in this case that justify granting leave to continue filing replies and replies to replies. First, the arguments raised in the motions for leave could have been (and, in

Page 799

part, were) raised in the original motions and the reply. UNECO's assertion that it was "surprised" when Hanson argued that the forum selection clause was valid and that it supported Hanson's argument that personal jurisdiction and venue are proper in this district is not persuasive. As explained below, surely it is not obvious that the word "located" in the forum selection clause is subject only to the rather restrictive meaning posited by U ECO. This might have alerted UNECO to the desirability of presenting all its arguments as to the proper interpretation of the term in its initial motion.

In addition, UNECO's suggestion that the submission of extrinsic documents converts this motion into a motion for summary judgment is not correct. Rule 12(b) of the Federal Rules of Civil Procedure provides that Rule 12(b)(6) motions may be converted into motions for summary judgment under Rule 56 if "matters outside the pleadings are presented to [the Court]." There is no comparable provision for converting motions pursuant to Rule 12(b)(2) or 12(b)(3) into motions for summary judgment. See Weidner Communications, Inc. v. H.R.H. Prince Bandar Al Faisal, 859 F.2d 1302, 1306 (7th Cir.1988). Thus, the Court declines the invitation to convert this motion into a motion for summary judgment. UNECO's motion for leave to file a reply and Hanson's motion for leave to file a sur-reply will be denied.

B. Motion to Dismiss under 12(b)(2) and 12(b)(3)

When deciding a motion to dismiss for want of personal jurisdiction or improper venue, we must accept all well-pleaded facts as true unless controverted by the defendant's affidavits. Any factual disputes must be resolved in favor of the plaintiff. Saylor v. Dyniewski, 836 F.2d 341, 342 (7th Cir.1988); Turnock v. Cope, 816 F.2d 332, 333 (7th Cir.1987).

As an initial matter, the Court notes that the parties do not dispute the existence of a choice of law provision in the contract....

To continue reading

Request your trial
7 practice notes
  • Axa Equitable Life Ins. Co. v. Infinity Financial Grp., LLC, Case No. 08-80611-CIV.
    • United States
    • United States District Courts. 11th Circuit. United States District Courts. 11th Circuit. Southern District of Florida
    • March 31, 2009
    ...Law, and at a hearing, the parties agreed that New Jersey law would control) (citation omitted); Hanson Eng'rs Inc. v. UNECO, Inc., 64 F.Supp.2d 797, 799 (C.D.Ill.1999) (finding that the parties waived potential reliance on state law as provided for in the contract's choice of law provision......
  • Easterling v. American Optical Corp., No. 26566.
    • United States
    • Supreme Court of West Virginia
    • March 24, 2000
    ...660 F.2d 56, 58 (2d Cir.1981); Attwell v. LaSalle Nat'l Bank, 607 F.2d 1157, 1161 (5th Cir.1979); Hanson Eng'rs Inc. v. UNECO, Inc., 64 F.Supp.2d 797, 799 (C.D.Ill.1999); Topliff v. Atlas Air, Inc., 60 F.Supp.2d 1175, 1177 (D.Kan.1999); Sunwest Silver, Inc. v. International Connection, Inc.......
  • United Financial Mortg. v. Bayshores Funding Corp., No. 02 C 5260.
    • United States
    • United States District Courts. 7th Circuit. United States District Court (Northern District of Illinois)
    • October 18, 2002
    ...80 L.Ed.2d 404 (1984); Heller Fin., Inc. v. Midwhey Powder Co., Inc., 883 F.2d 1286, 1290 (7th Cir.1989); Hanson Eng'rs v. UNECO, Inc., 64 F.Supp.2d 797, 800 (N.D.Ill.1999). Consent to suit in a particular forum is an independent ground for the exercise of personal jurisdiction, separate an......
  • In re Pilgrim's Pride Corp., Consol. C.A. No. 2018-0058-JTL
    • United States
    • Court of Chancery of Delaware
    • March 15, 2019
    ...any action against [the plaintiff] except in such courts" (internal quotation marks omitted)); Hanson Eng'rs Inc. v. UNECO, Inc., 64 F. Supp. 2d 797, 798 (C.D. Ill. 1997) (holding that defendant consented to personal jurisdiction when it agreed to the following clause: "[I]f the parties can......
  • Request a trial to view additional results
7 cases
  • Axa Equitable Life Ins. Co. v. Infinity Financial Grp., LLC, Case No. 08-80611-CIV.
    • United States
    • United States District Courts. 11th Circuit. United States District Courts. 11th Circuit. Southern District of Florida
    • March 31, 2009
    ...Law, and at a hearing, the parties agreed that New Jersey law would control) (citation omitted); Hanson Eng'rs Inc. v. UNECO, Inc., 64 F.Supp.2d 797, 799 (C.D.Ill.1999) (finding that the parties waived potential reliance on state law as provided for in the contract's choice of law provision......
  • Easterling v. American Optical Corp., No. 26566.
    • United States
    • Supreme Court of West Virginia
    • March 24, 2000
    ...660 F.2d 56, 58 (2d Cir.1981); Attwell v. LaSalle Nat'l Bank, 607 F.2d 1157, 1161 (5th Cir.1979); Hanson Eng'rs Inc. v. UNECO, Inc., 64 F.Supp.2d 797, 799 (C.D.Ill.1999); Topliff v. Atlas Air, Inc., 60 F.Supp.2d 1175, 1177 (D.Kan.1999); Sunwest Silver, Inc. v. International Connection, Inc.......
  • United Financial Mortg. v. Bayshores Funding Corp., No. 02 C 5260.
    • United States
    • United States District Courts. 7th Circuit. United States District Court (Northern District of Illinois)
    • October 18, 2002
    ...80 L.Ed.2d 404 (1984); Heller Fin., Inc. v. Midwhey Powder Co., Inc., 883 F.2d 1286, 1290 (7th Cir.1989); Hanson Eng'rs v. UNECO, Inc., 64 F.Supp.2d 797, 800 (N.D.Ill.1999). Consent to suit in a particular forum is an independent ground for the exercise of personal jurisdiction, separate an......
  • In re Pilgrim's Pride Corp., Consol. C.A. No. 2018-0058-JTL
    • United States
    • Court of Chancery of Delaware
    • March 15, 2019
    ...any action against [the plaintiff] except in such courts" (internal quotation marks omitted)); Hanson Eng'rs Inc. v. UNECO, Inc., 64 F. Supp. 2d 797, 798 (C.D. Ill. 1997) (holding that defendant consented to personal jurisdiction when it agreed to the following clause: "[I]f the p......
  • Request a trial to view additional results

VLEX uses login cookies to provide you with a better browsing experience. If you click on 'Accept' or continue browsing this site we consider that you accept our cookie policy. ACCEPT