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Riedstra Dairy, Ltd. v. McLanahan Corp.

United States District Court, W.D. Michigan, Southern Division

May 11, 2018

RIEDSTRA DAIRY LTD., Plaintiff,
v.
McLANAHAN CORPORATION, Defendant.

          OPINION

          GORDON J. QUIST UNITED STATES DISTRICT JUDGE.

         Plaintiff, Riedstra Dairy Ltd., filed a complaint against Defendant, McLanahan Corporation, in the St. Joseph County Circuit Court alleging state-law claims of breach of contract, fraud, silent fraud, innocent misrepresentation, and unjust enrichment, all arising out of McLanahan's sale to Riedstra of a Membrane Recessed Plate Filter Press System for manure management. (ECF No. 1-1 at PageID.12.) On January 19, 2018, McLanahan removed the case to this Court on the basis of diversity jurisdiction. (ECF No. 1.) In particular, McLanahan alleged that Riedstra is a Michigan corporation with its principal place of business in Michigan and McLanahan is a Pennsylvania corporation with its principal place of business in Hollidaysburg, Pennsylvania. (Id. at PageID.2.)

         Following the removal, McLanahan filed a motion to dismiss for forum non conveniens. McLanahan argues that this Court is not the proper forum for Riedstra's complaint because the parties' contract contains a valid and mandatory forum selection clause requiring that all lawsuits regarding the contract be brought in Blair County, Pennsylvania court. Riedstra has filed a response, and McLanahan has filed a reply.

         For the foregoing reasons, the Court will grant the motion and dismiss Riedstra's complaint without prejudice.

         I. Background

         Riedstra is a Michigan corporation that operates a large dairy farm in Mendon, Michigan. (ECF No. 1-1 at PageID.12; ECF No. 6 at PageID.55.) McLanahan is a Pennsylvania corporation with its principal place of business in Pennsylvania that designs, manufactures, and sells agricultural equipment. (ECF No. 1 at PageID.2; ECF No. 1-1 at PageID.12-14.)

         In 2014, Riedstra's representative, Al Riedstra, met Renee Schrift, McLanahan's representative, at the World Dairy Expo in Madison, Wisconsin. (Id. at PageID.14.) During their meeting, Schrift made a sales presentation to Riedstra about the benefits and operation of a McLanahan Dairy Filter Press system. On or about December 5, 2014, McLanahan sent a quotation to Riedstra for a Recessed Plate Filter Press System (Filter Press System) for manure management. (ECF No. 1-1 at PageID.14; ECF No. 5-1 at PageID.45, 48-53.) The Filter Press System included the filter press, a polymer prep system, a ferric feed pump, a wash system, and required meters and safety equipment. (ECF No. 5-1 at PageID.48-49.) Al Riedstra signed the quotation on behalf of Riedstra on December 15, 2017. (Id. at PageID.49.) The quote incorporated McLanahan's Domestic Terms & Conditions of sale, which included the following provisions:

1.3 CANCELLATION OF THE AGREEMENT; TERMINATION COSTS - If you accept this quotation and offer (so long as it has not previously been rescinded by us) it becomes a legally binding agreement between us. Neither of us may cancel this written agreement unless we both agree in writing to cancel it. . . .
. . . .
1.16 GOVERNING LAW; DISPUTE RESOLUTION - We agree that the law of the state of Pennsylvania will govern this agreement. You agree that before you seek to bring a legal claim against us you will first attempt to negotiate in good faith a resolution to any dispute arising out of this agreement. We will have thirty (30) days to conduct such negotiations prior to you filing suit. If we fail to achieve resolution of your dispute after negotiating in good faith, and if you decide to bring a law suit against us, you agree that such a suit may only be brought in Blair County, Pennsylvania court. If we are required for any reason to bring legal action against you, you agree to submit to the exclusive jurisdiction of the courts of the State of Pennsylvania.

(Id. at PageID.50, 53 (italics added to paragraph 1.16).)

         Riedstra alleges that after it signed the quote for the Polymer Prep System, McLanahan “switched out the Polymer Prep Filter System for a Hydrated Lime Filter Press System.” (ECF No. 1-1 at PageID.12.) Riedstra further alleges that it did not enter into any written agreement with McLanahan regarding the hydrated lime filter prep system. (Id.) Elsewhere, in Count I of its complaint, Riedstra alleges that the parties “entered into a valid and binding contract concerning the Hydrated Lime System, ” and that McLanahan “has breached the contract by failing to provide a fully operational Hydrated Lime System, ” and by abandoning the project before completing it. (Id. at PageID.17.)

         Riedstra filed its complaint in this case on December 15, 2017, in the St. Joseph County, Michigan Circuit Court. On January 5, 2018, McLanahan filed a collection case against Riedstra in the Court of Common Pleas of Blair County, Pennsylvania. (ECF No. 6 at PageID.72-73.)

         II. ...


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