AAA HUMAN CAPITAL, LLC v. STAFFLOGIX CORP. ET AL.

2008 Ct. Sup. 16927
No. CV-08-5018576-SConnecticut Superior Court Judicial District of Hartford at Hartford
October 16, 2008

[EDITOR’S NOTE: This case is unpublished as indicated by the issuing court.]

MEMORANDUM OF DECISION ON MOTIONS TO DISMISS BY DEFENDANTS STAFFLOGIX CORP. AND KIMBERLY-CLARK CORP.
AURIGEMMA, J.

The defendants, Stafflogix Corp. (“Stafflogix”) and Kimberly-Clark Corporation (“KimberlyClark”), have moved to dismiss this action pursuant to Practice Book § 10-31(a)(3) on the grounds that the parties have agreed, by way of a forum selection clause, to litigate this dispute in the state courts for DuPage County, Illinois, pursuant to Illinois law.

Factual Background
The plaintiff alleges that on July 19, 2007, it executed the Standard Services Agreement of Stafflogix (the “Agreement”) in connection with its business of providing temporary workers to Kimberly-Clark and that the parties “commenced to engage in a business course of conduct and dealing consistent with the operative terms of . . . the Agreement.” Complaint ¶ 17. The Agreement contains a forum selection clause which provides:

Governing Law. This Agreement and any disputes relating thereto shall be construed under the laws of the State of Illinois, without application of its conflict of Law principles. For purposes of certainty, the parties designate the courts serving DuPage County, Illinois as the sole venue in which legal or equitable action in connection with this Agreement may be commenced. (Emphasis added.)

The plaintiff further alleges that it entered into the Agreement with Stafflogix because Stafflogix was authorized by Kimberly-Clark to contract with all of the Kimberly-Clark’s vendors. On November 26, 2007 Stafflogix terminated the Agreement which, in effect, terminated the business relationship between Kimberly-Clark and the plaintiff. The plaintiff alleges that it sustained damages due to the termination. CT Page 16928

Discussion of the Law and Ruling
Under Practice Book § 10-31(a)(3) a motion to dismiss “shall be used to assert . . . improper venue.” “[I]n ruling upon whether a complaint survives a motion to dismiss, a court must take the facts to be those alleged in the complaint including those facts necessarily implied from the allegations, construing them in a manner most favorable to the pleader.” Lawrence Brunoli v. Branford, 247 Conn. 407, 410-11, 722 A.2d 271
(1999). Where a motion to dismiss “is accompanied by supporting affidavits containing undisputed facts, the court may look to their content for determination of the jurisdictional issue and need not conclusively presume the validity of the allegations of the complaint.”Shay v. Rossi, 253 Conn. 134, 140, 749 A.2d 1147 (2000); Barde v. Board of Trustees, 207 Conn. 59, 62, 539 A.2d 1000 (1988).

Connecticut law is clear the “courts will uphold an agreement of the parties to the jurisdiction of a particular tribunal.” Phoenix Leasing, Inc. v. Koskinski, 47 Conn.App. 650, 653, 707 A.2d 314 (1998), citin Fairfield Lease Corp. v. Romano’s Auto Service, 4 Conn.App. 495, 498, 495 A.2d 286 (1985). The Connecticut Supreme Court has adopted the holding of the United State Supreme Court that forum selection clauses are valid unless the party seeking to preclude enforcement can meet the heavy burden of showing that its enforcement would be unreasonable, unfair, or unjust. Reiner, Reiner and Bendett, P.C. v. The Cadle Company, 278 Conn. 92, 101-02, 897 A.2d 58 (2006), citing Bremen v. Zapata Off-Shore Co., 407 U.S. 1 (1972).

The Court in Bremen elaborated on that heavy burden by enumerating “several factors that could result in a clause being held unenforceable, including fraud or overreaching in the contract negotiations, serious inconvenience from litigating in the selected forum, or the contravention of a strong public policy in the forum in which suit is brought if the clause is enforced.” Reiner, Reiner and Bendett, P.C., supra at 102, n. 8.

The plaintiff argues at some length about the factors which give this court jurisdiction of this action. It misses the point. The defendants do not claim that this court lacks jurisdiction. Rather, they want this court to exercise its discretion to decline jurisdiction in favor of the forum, Illinois, to which all parties have agreed in advance.

The Connecticut Supreme Court has concluded that it is not against public policy for a court to decline to exercise jurisdiction when confronted with the parties’ free and voluntary choice of a different CT Page 16929 forum. Id. at 103, citing I Restatement (Second), Conflict of Laws § 80 (1971). “Parties to a contract may agree in advance to submit to the jurisdiction of a given court [and] . . . absent a showing of fraud or overreaching, such forum clauses will be enforced by the courts.”U.S. Trust Co. v. Bohart, 197 Conn. 34, 42, 495 A.2d 1034 (1985) (citations omitted). The plaintiff has not claimed that it was persuaded to sign the Agreement by fraud or overreaching and does not claim any inequality in bargaining power. Thus, there is nothing to indicate that the plaintiff did not freely and voluntarily choose the Illinois forum.

The plaintiff argues that “[j]urisdiction may not be grounded on a contract . . . whose application would render litigation `so gravely difficult and inconvenient that a party will for all practical purposes be deprived of its day in court.'” Plaintiff’s Objection to Motion to Dismiss at p. 8. This argument is based on the plaintiff’s claim that the employees placed as workers for Kimberly-Clark live in Connecticut and it would be inconvenient for them to travel to Illinois. It does not appear from the allegations of the complaint that the testimony of those employees would be required in the litigation.

The complaint alleges a breach of contract by the management of Stafflogix, who are all located in Illinois. Kimberly-Clark has agreed that Illinois is the proper venue for this case. It appears that the only people who would be at all inconvenienced by litigating this case in Illinois would be the management personnel of the plaintiff, who agreed in advance that disputes relating to the Agreement would be resolved in Illinois.

Although the Connecticut appellate courts have not defined the degree of inconvenience necessary to persuade a court to decline to enforce a forum selection clause, courts have held that the additional time and expense required to travel to the selected forum are not, standing alone, adequate reasons to disregard the clause. See Bense v. Interstate Battery System of America, Inc., 683 F.2d 718, 722 (2nd Cir. 1982) Total Telecommunications, Inc. v. Target Telecom, Inc., 1997 WL 133404
(Corradino, J.); Post Road Furniture Group, Inc. v. Landmark Merchant Solutions, LLC, 2004 WL 2943302 (Moran, J.).

The plaintiff also argues that public policy demands that this court exercise jurisdiction to protect Connecticut citizens and Connecticut laws, including the Connecticut Unfair Trade Practices Act, Connecticut General Statutes §§ 42-110a et seq.(“CUTPA”). To the extent that the defendants engaged in unfair or deceptive trade practices, those practices relate to the Agreement, which the parties have agreed in advance will be adjudicated in Illinois. CT Page 16930

There are many instances in which Connecticut courts have declined jurisdiction on the basis of a forum selection clause, notwithstanding the presence of a CUTPA count in the complaint. See e.g., Gator Wash, LLC v. Lighthouse Carwash Systems, Inc., 2007 WL 2200373 (Shapiro, J.); Post Road Furniture Group, Inc. v. Landmark Merchant Solutions, LLC, 2004 WL 2943302 (Moran, J.); Total Telecommunications, Inc. v. Target Telecom, Inc., 1997 WL 133404 (Corradino, J.). An Illinois court clearly has the power to adjudicate an alleged violation of CUTPA.

The forum selection clause at issue here expressly states that all lawsuits arising out of the Standard Service Agreement and any disputes relating thereto are to be construed under the laws of the State of Illinois and that venue shall be the Circuit Court of DuPage County, Illinois. The plaintiff has not claimed any fraud or overreaching in the negotiation of that clause, nor has it met the heavy burden of showing that enforcement of the forum selection clause would be unreasonable, unfair or unjust. Therefore, the motion to dismiss is granted.

CT Page 16931