Court of Appeals of Illinois, First District, Second Division
WILLIAM BRANDT, JR., as Assignee for the Benefit of Creditors of Entec International NA, LLC, Plaintiff-Appellant,
MILLERCOORS, LLC, Defendant- Appellee.
Appeal from the Circuit Court of Cook County No. 11 L 3361 The Honorable Joan E. Powell, Judge Presiding.
Justices Quinn and Simon concurred in the judgment and opinion.
HARRIS PRESIDING JUSTICE
¶ 1 In this appeal, we are called upon to determine whether a contractual forum selection clause requires the parties to litigate an allegedly "fraudulently induced contract" in Colorado as opposed to Illinois, where both parties are headquartered. We conclude that the forum selection clause is valid and for the reasons stated hereafter affirm the trial court.
¶ 2 Plaintiff, William Brandt, Jr., as assignee for the benefit of creditors of Entec International NA, LLC (Entec), appeals the order of the trial court dismissing his breach of contract, fraudulent scheme, unjust enrichment, and commercial disparagement claims against defendant, Millercoors, LLC (Millercoors), pursuant to section 2-619 of the Code of Civil Procedure (735 ILCS 5/2-619 (West 2010)). On appeal, plaintiff contends the forum selection clause of his contract with Millercoors should not be enforced because (1) it effectively denies Entec its day in court; (2) Entec had no opportunity to negotiate the forum selection clause; and (3) Millercoors fraudulently induced Entec to enter into the contract containing the forum selection clause.
¶ 3 JURISDICTION
¶ 4 The trial court granted Millercoors' motion to dismiss on January 12, 2012. Plaintiff filed a notice of appeal on February 10, 2012. Accordingly, this court has jurisdiction pursuant to Illinois Supreme Court Rules 301 and 303 governing appeals from final judgments entered below. Ill. S.Ct. R. 301 (eff. Feb. 1, 1994); R. 303 (eff. May 30, 2008).
¶ 5 BACKGROUND
¶ 6 Entec is an Illinois limited liability company providing professional parts procurement and management services. Millercoors is a Delaware limited liability company headquartered in Chicago, Illinois. It is the second largest brewer in the United States with approximately 30% of the market share. In 2007, Millercoors sought to reduce its costs and began discussions with Entec about its services. From July 2009 to early 2010, decision-makers from both companies met at several locations to discuss a possible agreement between Entec and Millercoors. The meetings took place in Chicago, Illinois; Milwaukee, Wisconsin; and Golden, Colorado. Three of the five meetings occurred in Colorado, where Millercoors' strategic sourcing and procurement operations are based.
¶ 7 On March 1, 2010, Entec and Millercoors entered into a contract in which Entec agreed to provide parts procurement and other services for Millercoors' breweries located in Georgia, North Carolina, Virginia, and Ohio. Pursuant to the agreement, Entec made capital investments and hired personnel. The agreement required Entec to assign two agents to each of the four breweries and provide, from its base in Illinois, administrative and logistical support to those agents. Millercoors' administration of the agreement would take place primarily in Colorado, as well as in Wisconsin and North Carolina. None of Millercoors' employees responsible for implementing the agreement with Entec were located in Illinois.
¶ 8 The agreement was one of Millercoors' standard contracts, and the parties did not discuss or negotiate either the forum selection clause, or the choice of law clause, contained therein. The clause states as follows:
"This Agreement is governed by the laws of the state of Colorado without regard to its conflicts of law provisions. COMPANY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY LITIGATION ARISING FROM OR RELATED TO THIS AGREEMENT. Any litigation or enforcement of an arbitration award must be brought in District Court, Jefferson County, State of Colorado or the U.S. District Court for the District of Colorado, as appropriate. Each party consents to personal and subject matter jurisdiction and venue in such courts and waives the right to change venue. The parties acknowledge that all directions issued by the forum court, including injunctions and other decrees, will be binding and enforceable in all jurisdictions and countries."
¶ 9 After execution of the agreement, Entec commenced performance under the agreement. Millercoors soon heard from certain suppliers that Entec failed to pay them even after Millercoors had remitted specific payments to Entec for the monies owed. Millercoors began receiving complaints and notices of mechanics liens from suppliers as a result. Certain suppliers threatened to cease providing necessary supplies for Millercoors' brewing operations. Therefore, in December of 2010, Millercoors informed Entec that it was cancelling the agreement.
¶ 10 On March 30, 2011, Entec filed a complaint against Millercoors alleging breach of contract, fraudulent scheme, unjust enrichment, and commercial disparagement. Although the agreement expressly provides that Entec file such claims in Colorado, Entec filed its claim in Illinois. Millercoors filed a section 2-619 motion to dismiss the claim which the trial court initially denied. However, on January 12, 2012, upon Millercoors' motion, the trial court reconsidered its decision and granted the motion to dismiss based on the ...