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Brandt v. MillerCoors, LLC

Court of Appeals of Illinois, First District, Second Division

June 18, 2013

WILLIAM BRANDT, JR., as Assignee for the Benefit of Creditors of Entec International NA, LLC, Plaintiff-Appellant,
v.
MILLERCOORS, LLC, Defendant-Appellee.

Held [*]

Plaintiff’s breach of contract action filed in Illinois was properly dismissed pursuant to the forum selection clause of a contract under which plaintiff was to provide parts procurement and other services to defendant’s breweries, since the contract expressly provided that Colorado law governed without regard to conflicts of law, plaintiff failed to carry its burden of proving the unreasonableness of the selected forum, there was no indication plaintiff did not have an opportunity to negotiate the clause or was forced into accepting it, and the clause was part of defendant’s standard contracts.

Appeal from the Circuit Court of Cook County, No. 11-L-3361; the Hon. Joan E. Powell, Judge, presiding.

Scott A. Morgan & Associates, Ltd. (Scott A. Morgan, of counsel), and Bischoff Partners, LLC (Monica A. Forte, of counsel), both of Chicago, for appellant.

McGuireWoods LLP, of Chicago (Richard T. Greenberg and Andrew R. Woltman, of counsel), for appellee.

Panel PRESIDING JUSTICE HARRS delivered the judgment of the court, with opinion. Justices Quinn and Simon concurred in the judgment and opinion.

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.

ΒΆ 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 ...


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