Micor Indus., Inc. v. Mazak Corp.
| Decision Date | 09 February 2018 |
| Docket Number | 5:17-cv-01408-UJH-LSC |
| Parties | MICOR INDUSTRIES, INC., Plaintiff, v. MAZAK CORPORATION, Defendant. |
| Court | U.S. District Court — Northern District of Alabama |
Plaintiff Micor Industries, Inc. brings this action against Defendant Mazak Corporation over disputes concerning the sale and subsequent installation of certain industrial equipment by Defendant for Plaintiff. Before the Court is Defendant's Motion to Dismiss for Forum Non Conveniens or to Transfer (docs. 5 & 6), Plaintiff's Motion to Remand (doc. 8), and Plaintiff's Motion to Strike (doc. 15). The Motions have been fully briefed and are ripe for decision. For the following reasons, Defendant's Motion to Dismiss for Forum Non Conveniens or to Transfer is due to be granted; Plaintiff's Motion to Remand is due to be denied; and Plaintiff's Motion to Strike is due to be denied.
Plaintiff is an Alabama corporation formed in 2004 that specializes in precision and high-tech machining. Its principal and sole place of business is in Morgan County, Alabama. Defendant is a New York corporation that has its principle place of business in Kentucky. In 2014, Plaintiff needed additional capacity to manufacture metal parts for its customers. Plaintiff negotiated with the Defendant for the purchase of two industrial lathing machines through Defendant's authorized distributor, Pinnacle Machine Tools, Inc. ("Pinnacle"). In December 2014 Plaintiff purchased an Integrex 1200SR for $357,500 and Intergrex I-630/6S for $717,500 (collectively, the "Equipment") from Defendant.
Following the purchase and installation of the Equipment, Plaintiff alleges that the Equipment failed to function correctly. According to Plaintiff, Defendant refused to accept blame for failure of the Equipment and has failed to properly repair, replace, or otherwise compensate Plaintiff for the Equipment. Plaintiff brought suit under a variety of state-law causes of action in the Circuit Court of Morgan County, Alabama on July 18, 2017.
Defendant timely removed the action to this Court and filed an answer to Plaintiff's Complaint on August 8, 2017. Less than two weeks later, Defendant filed its Motion to Dismiss for Forum Non Conveniens or to Transfer. The Court ordered that the parties brief the Motion. After the entry of the Court's Order, but beforePlaintiff's Response was due, Plaintiff filed its Motion to Remand. The Court ordered that the Motion to Remand also be briefed. The crux of both motions concerns forum-selection clauses contained in (1) documents sent by Defendant to Plaintiff, specifically the Sales Order Confirmations ("SOCs"), and (2) the Purchase Orders ("POs") sent from Plaintiff to Defendant. Both parties insist that the forum-selection clause in their document became part of the parties' contract. The Court thus reviews the allegations in the Plaintiff's Complaint as well as evidence presented in the parties' Motions concerning the formation of the contract for the sale of the equipment between the parties.
Plaintiff's Complaint contains few facts surrounding the formation of the contract between the parties. Nor does it contain any detailed allegations concerning the negotiations for purchase of the Equipment. Instead, the Complaint simply states that the Plaintiff's POs are the source of the terms of the contract that govern the purchase of the Equipment: "Plaintiff and [Defendant] by agreement entered into [Plaintiff's] [POs] for the Equipment whereby they agreed this Court would be the exclusive venue and jurisdiction for any legal cause of action between the parties (as shown in attached Exhibit A)." (Doc. 1 ¶ 7.) The Complaint specifically quotes the choice-of-law-and-forum clause in the POs:
APPLICABLE LAW/REMEDIES: This Purchase Order shall be governed by the laws of the State of Alabama, without regard to such state's principles of conflicts of laws. Jurisdiction for any cause of action between the parties shall lie exclusively in the Circuit Court of Morgan County, Alabama. References to specific remedies of [Plaintiff] herein does not exclude other available remedies of [Plaintiff].
(Id.) This is the extent of the Plaintiff's allegations in the Complaint relating to the formation of the contract.
According to the Defendants the terms in the POs do not govern the parties' contract. Instead, the SOCs are the source of the contract terms. On December 16, 2014, Plaintiff executed and delivered to Pinnacle SOCs for the purchase of the Equipment after negotiations between the parties. (Doc. 14 ¶ 4.; Doc. 6 Exs. A-D.) The SOCs were composed of both typed and handwritten information. The SOCs included a pre-typed recipient to whom Plaintiffs should send the SOCs, Jerry Edwards, the representative of Pinnacle; the date "12/16/2014"; the name and address of Plaintiff; and a description of the Equipment, with components itemized and the cost of each component listed. (Doc. 6 Exs. A-D.) Directly to the right of Plaintiff's signature line, and below the space for insertion of the total price of the Equipment, the SOCs included the following text:
THIS ORDER EXPRESSLY LIMITS BUYER'S ACCEPTANCE TO THE TERMS OF THIS ORDER, INCLUDING THE TERMS AND CONDITIONS PRINTED ON THE REVERSE SIDE HEREOF. ANY ADDITIONAL OR DIFFERENT TERMS, WHETHER CONTAINED IN BUYER'S FORMS OR OTHERWISE PRESENTED BY BUYER, ARE REJECTED UNLESS EXPRESSLY AGREED TO IN WRITING BY [Defendant] CORPORATION.
The SOCs included on their reverse side a full page of boilerplate terms and conditions of sale. The SOCs indicated the existence of the terms and conditions of sale directly above the Plaintiff's signature line, stating: "THE WARRANTY & TERMS & CONDITIONS OF SALE COVERING THIS ORDER IS SET FORTH ON THE REVERSE SIDE HEREOF."
In addition to the pre-printed items stated above, the SOCs attached to the Defendant's Motion included hand-written entries by Plaintiff's president. One copy of the SOCs was executed by Plaintiff's president, (doc. 6 Exs. B & D) and a second was executed by Plaintiff's Estimating Manager. None of the SOCs included handwritten dates next to the signature; they did, however, include the pre-printed date December 16, 2014. Other handwritten entries included customer purchase order numbers and a "Total Price" that differed from the preprinted sum of the itemized list of goods. (Id. at Exs. B & D.)
In addition to the SOCs that were executed and delivered to Pinnacle on December 16, 2014, Plaintiffs also sent to Defendant certain Purchase Orders("POs"). According to Defendant, it was not clear whether the POs were sent before or after Plaintiff's execution of the SOCs. Each PO stated that the "Machine is purchased per Machine Sales Order Confirmation," followed by an order number corresponding to Defendant's SOCs. (Doc. 6 Exs. E & F.) The POs also included the following language:
Your acceptance of this order constitutes acceptance of all terms and conditions on the face hereof and which are displayed at our website at www.micorind.com. These terms are incorporated fully herein and shall prevail over any and all inconsistent terms or conditions contained in your quotation and/or acknowledgement. Different of additional terms or conditions in your quotation and/or acknowledgment are hereby rejected and your acceptance of this order is expressly limited to the specific terms and conditions contained herein.
(Id.) While these POs are signed by representatives of Plaintiff, they are not signed by Defendant. In fact, Defendant did not sign any of the documents including Plaintiff's terms and conditions.
In addition to the SOCs, in the time after Plaintiff's signing of the SOC, Plaintiff also signed a number of other documents that included Defendant's terms and conditions of sale that mirror the limitations of the terms of a buyer's acceptance as listed above. This includes installation forms, (id. Exs. Q & R), and security agreements for the Equipment (id. Exs. O & P). These documents includean identical copy of Defendant's terms and conditions of sale that were included with their SOCs.
In its Motion to Remand, Plaintiff does not dispute Defendant's recitation of the contents of the SOCs and POs or that on December 16, 2014, Defendant provided Plaintiff with the SOCs. Thus the parties agree that the first documents exchanged between the parties were the SOCs. Plaintiff, however, states that it did not sign the SOCs or send them to Pinnacle on December 16, 2014. Plaintiff admits that it sent the POs to Defendant on either December 16, 2014 (doc. 18 at 3) or December 17, 2014 (doc. 18 at 5). But only after Plaintiff sent the POs to Defendant did Plaintiff sign the SOCs:
Only after [Plaintiff] issued its PO's to [Defendant] were [Plaintiff]'s PO numbers for each piece of the equipment, and the total price to be paid for each piece of equipment "as shown on [Plaintiff]'s PO's", hand-written into the blank spaces on [Defendant]'s documents titled "Sales Order Confirmations".
(Doc. 18 at 7.) Plaintiff likewise corroborates Defendant by stating that following receipt of Plaintiff's POs, Defendant issued a number of other documents, including the Installation Forms and Security Agreements, which the Plaintiff's representatives signed.
In its response to Defendant's Motion to Dismiss for Forum Non Conveniens or to Transfer, Plaintiff pointed out that Defendant failed to attach the affidavit of David Kennedy (the "Kennedy Affidavit") referred to throughout Defendant's Motion as a basis to authenticate the over 55 exhibits attached to its Motion to Dismiss for Forum Non Conveniens or to Transfer. (Doc. 13 at 4.) Plaintiff devoted multiple pages in its Response arguing that Defendant's "Undisputed Facts" section of its brief as well as Defendant's...
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