JTV Mfg., Inc. v. Braketown USA, Inc.

• Citation: 110 F.Supp.3d 900
• Decision Date: 23 June 2015
• Docket Number: No. C14–4003–LTS.,C14–4003–LTS.
• Parties: JTV MANUFACTURING, INC., Plaintiff, v. BRAKETOWN USA, INC., d/b/a Mac–Tech, and Ermak USA, Defendants and Third–Party Plaintiffs, v. Antil S.P.A., Third–Party Defendant.
• Court: U.S. District Court — Northern District of Iowa

110 F.Supp.3d 900

JTV MANUFACTURING, INC., Plaintiff,

v.BRAKETOWN USA, INC., d/b/a Mac–Tech, and Ermak USA, Defendants and Third–Party Plaintiffs,

v.Antil S.P.A., Third–Party Defendant.

No. C14–4003–LTS.

United States District Court, N.D. Iowa, Western Division.

Signed June 23, 2015.

Bruce Allen Moothart, Seyferth, Blumenthal & Harris, LLC, Kansas City, MO, William K. Klinker, Smith, Grigg, Shea, Klinker & Queck, Primghar, IA, for Plaintiff.

Jeff W. Wright, Heidman Law Firm, LLC, Sioux City, IA, Oscar R. Trejo, Atom Law Group, LLC, Chicago, IL, for Defendants.

Constance M. Alt, Dana L. Oxley, Samuel E. Jones, Shuttleworth & Ingersoll, PLC, Cedar Rapids, IA, for Third–Party Defendant.

MEMORANDUM OPINION AND ORDER ON THIRD–PARTY DEFENDANT'S MOTION TO DISMISS

LEONARD T. STRAND, United States Magistrate Judge.

I. INTRODUCTION

This case is before me on a motion (Doc. No. 45) by third-party defendant Antil S.p.A. (Antil) to dismiss on grounds of forum non conveniens. Defendants and third-party plaintiffs Braketown USA, Inc., d/b/a Mac–Tech (Braketown), and Ermak USA, Inc. (Ermak), have filed a resistance (Doc. No. 48) and Antil has filed a reply (Doc. No. 49). Plaintiff JTV Manufacturing, Inc. (JTV), has not taken a position on the motion. No party has requested oral argument and I find that oral argument is not necessary. See N.D. Ia. L.R. 7(c). The motion is fully submitted and ready for decision.

II. PROCEDURAL HISTORY

On November 27, 2013, JTV filed a petition (Doc. No. 4) in the Iowa District Court for O'Brien County naming Braketown and Ermak as defendants. On January 13, 2014, Ermak filed a notice (Doc. No. 1) of removal to this court on the basis of diversity jurisdiction. Braketown consented to the removal. Doc. No. 1–2. JTV filed an amended complaint (Doc. No. 14) on February 10, 2014.

JTV alleges that it is an Iowa corporation with its principal place of business in Sutherland, O'Brien County, Iowa. Doc. No. 14 at ¶ 1. It contends that Braketown and Ermak are Illinois corporations, with Braketown being headquartered in Wisconsin and Ermak being headquartered in Illinois. Id. at ¶ ¶ 2–3. JTV alleges that Braketown does business in Iowa as a sales agent for Ermak and that it has solicited business from JTV in O'Brien County, Iowa, since 1999. Id. at ¶ 4.

JTV's claims against Braketown and Ermak arise from JTV's purchase of a fiber laser cutting machine (the Machine) which consisted of both (a) an Ermaksan Laser Cutter (the Cutter) and (b) an automated load and unload system (the Load System) manufactured by Antil. JTV alleges that it entered into a contract to purchase the Machine from Braketown and Ermak in July 2011 and that the Machine was installed at JTV's facility in Sutherland, Iowa, on or about March 1, 2012. Id. at ¶¶ 8–12. According to JTV, the Machine has never operated properly, despite repeated repair efforts by Ermak employees. Id. at ¶ 16. JTV asserts claims against Braketown and Ermak for breach of contract, breach of express warranty, breach of the implied warranty of merchantability and breach of the implied warranty of fitness for a particular purpose. Id. at pp. 4–7.

Braketown and Ermak have filed answers (Doc. Nos. 26, 27) in which they deny liability to JTV and raise various defenses. On October 7, 2014, Braketown and Ermak filed a third-party complaint (Doc. No. 28) against Antil. They allege that Antil is a limited liability company organized under the laws of Italy that manufactures robotics and automation equipment. Doc. No. 28 at ¶ 4. They further allege that Ermak entered into a contract with Antil under which Antil agreed to supply the Load System that Ermak would then sell to JTV as part of the Machine. Id. at ¶¶ 17, 23. Braketown and Ermak contend that the Load System, as supplied by Antil, is the faulty component that has prevented the Machine from operating properly at JTV's facility. Id. at ¶¶ 19–21. Braketown and Ermak assert claims against Antil for breach of contract, breach of the implied warranty of merchantability and breach of the implied warranty of fitness for a particular purpose.Id. at pp. 4–7. They seek entry of judgment against Antil "in contribution for all sums that will be assessed against Third Party Plaintiffs, in favor of the Plaintiff, JTV Manufacturing, Inc., if any, in such amount that would be commensurate with the degree of misconduct attributable to the Third Party Defendant, Antil S.p.A., in causing the aforementioned Plaintiff's damages, and any such other and further relief as this Court determines appropriate and just." Id. at pp. 6–7.

All parties, including Antil, have consented to trial, disposition and judgment by a United States Magistrate Judge pursuant to 28 U.S.C. § 636(c). Doc. Nos. 30, 41. As such, this case has been referred to me by the Honorable Donald E. O'Brien, Senior United States District Judge. Id. On February 2, 2015, Antil filed a motion (Doc. No. 34) to dismiss the third-party complaint for lack of personal jurisdiction. I denied that motion by order (Doc. No. 44) filed April 8, 2015. I found that Antil had specifically directed activities toward Iowa such that the exercise of personal jurisdiction over it would not be inconsistent with principles of due process or fundamental fairness. Doc. No. 44 at 12. To the extent Antil relied on a forum-selection clause that allegedly became part of its agreement with Ermak, I concluded that the clause did not impact the personal jurisdiction analysis but could be relevant if Antil moved to dismiss on grounds of forum non conveniens. Id. at 17–18. Antil then filed its present motion.

III. RELEVANT FACTS

Antil is an Italian company that has nearly 50 employees, all of whom live and work in or near Milan, Italy. As is the situation in this case, Antil typically sells its products and services to machine constructors, who then sell the end products to their own customers. Antil's sales market is divided into two regions—Italy and the rest of the world. It does approximately half of its business in Italy with most of the rest of its business occurring in other European countries.

Ermak is the United States sales representative of Ermaksan, a manufacturing company based in Turkey. One of Ermaksan's products is the Cutter that was sold to JTV as part of the Machine. Antil developed a business relationship with Ermaksan and, prior to 2011, made proposals to supply its equipment to Ermaksan for projects in Europe. Antil became aware of Ermak because of Antil's relationship with Ermaksan.

In 2011, Ermak asked Antil to provide a quotation for a Load System that Ermak would then combine with an Ermaksan Cutter and sell to JTV. Antil submitted its offer to Ermak via email on June 30, 2011. The first page of the offer includes the following statement: "Attachment: General Sales Conditions." Doc. No. 45–3 at 12 [emphasis in original]. The General Sales Conditions (GSC) include a section entitled "Jurisdiction" which states that Italian law applies and that the "exclusive jurisdiction for all possible disputes arising on this contract is that of Milan." Id. at 7. Ermak then issued a written purchase order to Antil on August 8, 2011. Antil provided a confirmation of the order in September 2011.

The Load System was shipped from Antil's facility in Milan in February 2012. Antil employees then traveled to JTV's Iowa facility in March 2012 to install the Load System and provide training. Antil later sent employees back to JTV's facility on multiple occasions to provide service.

IV. APPLICABLE STANDARDS

The doctrine of forum non conveniens permits a federal court to decline to exercise jurisdiction and dismiss a case that would more appropriately be brought in a foreign jurisdiction.

Am. Dredging Co. v. Miller, 510 U.S. 443, 447–49, 114 S.Ct. 981, 127 L.Ed.2d 285 (1994). The Supreme Court has described the relevant considerations as follows:

An interest to be considered, and the one likely to be most pressed, is the private interest of the litigant. Important considerations are the relative ease of access to sources of proof; availability of compulsory process for attendance of unwilling, and the cost of obtaining attendance of willing, witnesses; possibility of view of premises, if view would be appropriate to the action; and all other practical problems that make trial of a case easy, expeditious and inexpensive. There may also be questions as to the enforcibility [sic] of a judgment if one is obtained....

Factors of public interest also have [a] place in applying the doctrine. Administrative difficulties follow for courts when litigation is piled up in congested centers instead of being handled at its origin. Jury duty is a burden that ought not to be imposed upon the people of a community which has no relation to the litigation. In cases which touch the affairs of many persons, there is reason for holding the trial in their view and reach rather than in remote parts of the country where they can learn of it by report only. There is a local interest in having localized controversies decided at home. There is an appropriateness, too, in having the trial of a diversity case in a forum that is at home with the state law that must govern the case, rather than having a court in some other forum untangle problems in conflict of laws, and in law foreign to itself.

Id. at 448–49, 114 S.Ct. 981 (quoting Gulf Oil Corp. v. Gilbert, 330 U.S. 501, 508–09, 67 S.Ct. 839, 91 L.Ed. 1055 (1947) ). The doctrine of forum non conveniens should be applied sparingly, and only under exceptional circumstances. K–V Pharmaceutical Co. v. J. Uriach & CIA, S.A., 648 F.3d 588, 597–98 (8th Cir.2011). "The defendant has the burden of persuasion in proving all elements necessary for the court to dismiss a claim based on forum non conveniens." Id. (quoting Reid–Walen v. Hansen, 933 F.2d 1390, 1393 (8th Cir.1991) ).

The analysis changes, to some extent, when the litigants are parties to an agreement that includes a forum-selection clause. The Supreme Court...