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HomeMy WebLinkAbout2006-4365 Civil GROFF TRACTOR & EQUIPMENT, INC., Plaintiff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW vs. NO. 06-4365 CIVIL WEAVER MASTER BUILDERS, INC., and COMMERCIAL BUILDING CORPORATION, Defendants IN RE: PRELIMINARY OBJECTIONS OF THE DEFENDANTS BEFORE BAYLEY, P.L AND HESS, 1. OPINION AND ORDER Plaintiff, Groff Tractor and Equipment, Inc. ("Groff'), is a construction equipment dealer that sells and rents construction machinery. Groff is headquartered in Cumberland County, Pennsylvania. Defendants, Weaver Master Builders, Inc. ("WMB") and Commercial Building Corporation ("CBC"), are located at the same address in Butler County, and William 1. Weaver is the president of both entities. Groff, in its complaint, alleges that on October 11,2005, WMB entered into a rental agreement with Groff to rent an excavator for use at WMB' sand CBC' s construction jobsite. In early November 2005, Weaver inquired into buying the excavator from Groff in the name of CBC, instead of having WMB continue to rent it. A sales agreement was drafted and a sales order was executed, but the sale was contingent upon CBC receiving credit approval and Groff s acceptance of the sales order. In the meantime, on November 12, 2005, WMB notified Groff that the rented excavator had been stolen from the jobsite during the previous night. WMB paid Groff for the first month's rental payment, but thereafter ceased making payments. NO. 06-4365 CIVIL Groff brought suit against WMB in Cumberland County for breach of the rental agreement. Groff asserts that the rental agreement was in effect when the excavator was stolen, and that the full value of the excavator is due to them from WMB. WMB asserts that the rental agreement was terminated before the excavator was stolen. In the alternative, Groff claims that if it is determined that the rental agreement was no longer in effect, CBC is liable for breach of the sales agreement. Defendants have filed several preliminary objections. In defendants' first preliminary objection, it asserts that Cumberland County is not the proper venue for either defendant. However, the rental agreement between Groff and WMB includes the following forum selection clause: 19. Jurisdiction and Venue. Any action based on any dispute arising out of or related to this Agreement shall be brought in the Court of Common Pleas of Cumberland County, Pennsylvania, or the United States District Court for the Middle District of Pennsylvania. Customer irrevocably consents to venue and exclusive jurisdiction in such courts. The Pennsylvania Supreme Court has held that forum selection clauses are presumed to be valid and enforceable "when the parties have freely agreed that litigation shall be conducted in another forum and where such agreement is not unreasonable at the time oflitigation." Central Contracting Co. v. c.E. Youngdahl & Co., 209 A.2d 810,816 (Pa. 1965). The Pennsylvania Superior Court has recently found that forum selection clauses in commercial contracts will be deemed unenforceable only when: (1) the clause itselfwas induced by fraud or overreaching; (2) the forum selected in the clause is so unfair or inconvenient that a party, for all practical purposes, will be deprived of an opportunity to be heard; or (3) the clause is found to violate public policy. Patriot Commercial Leasing Co., Inc. v. Kremer Restaurant Enterprises, LLC 2006 WL 3742765, at *3 (Pa.Super. 2006). In this case, the preliminary objections do not allege 2 NO. 06-4365 CIVIL that the forum selection clause is unenforceable, let alone for any of the reasons stated in Patriot Commercial Leasing Co., Inc., Id. Also, even if WMB' s assertion that the rental agreement had been terminated prior to the theft is true, this action is "related to this [rental] Agreement," and the forum selection clause governs. Therefore, venue is proper for WMB. Venue is also proper in regard for the claim against CBC. According to Pa.R.C.P. 1 006( f)( 1), "if the plaintiff states more than one cause of action against the same defendant in the complaint pursuant to Rule 1020(a), the action may be brought in any county in which anyone of the individual causes of action might have been brought." While the defendants may not literally be "the same," there is a sufficient identity of the defendants to invoke this rule. Weaver is the President of both WMB and CBC, they are located at the same address and basically function together. In its second preliminary objection, defendants assert that Groff failed to conform to a rule of court, specifically Pa.R. C.P. 10 19(i), which requires that when a claim is based on a writing, the pleader must attach a copy of the writing. The plaintiff s claim is based on the rental agreement. The rental agreement was attached to the complaint. Therefore, the preliminary objection should be denied. In its third and fourth preliminary objections, defendants assert that Groffs claim against WMB for the breach of the rental agreement and Groff s claim against CBC for breach of the sales agreement were legally insufficient pursuant to Pa.R.C.P. 1028(a)(4), and a demurrer should be granted. A claim for breach of contract is sufficiently pled if Groff s complaint alleges: (1) the existence of a contract, including its essential terms; (2) a breach of a duty imposed by the contract; (3) and, resultant damages. JP. Walker Co., Inc. v. Excalibur Oil 3 NO. 06-4365 CIVIL Group, Inc., 792 A.2d 1269, 1273 (Pa. Super. 2002). Because Groffs complaint sufficiently alleges these in the counts for breach of contract against WMB and CBC, the third and fourth preliminary objections will be denied. In its fifth preliminary objection, defendants assert that Groffs claim for Unjust Enrichment/Quantum Meruit against both WMB and CBC is legally insufficient pursuant to Pa.R.C.P. 1028(a)(4), and a demurrer should be granted as to Count III. The claim for unjust enrichment is sufficiently pled if Groffs complaint alleges: (1) a benefit was conferred on the defendant by the plaintiff; (2) appreciation of the benefit by the defendant; (3) and acceptance and retention by the defendant of such benefit under circumstances such that it would be inequitable for him to retain the benefit without payment of the value thereof. Wolf v. Wolf, 514 A.2d 901, 905-06 (Pa.Super. 1986). In this case, the excavator was stolen and it is arguable that WMB and CBC have not retained any benefit. The claim of unjust enrichment, however, according to plaintiff s argument, has been brought as an alternative in what it considers the unlikely event that the written contracts are found to be invalid or unenforceable. We see no harm in this form of alternative pleading. ORDER AND NOW, this 2nd day of February, 2007, following argument thereon, the preliminary objections of the defendants are DENIED. BY THE COURT, Kevin A. Hess, 1. 4 NO. 06-4365 CIVIL Susan V. Metcalfe, Esquire F or the Plaintiff Brenda B. Sebring, Esquire F or the Defendants :rlm 5 GROFF TRACTOR & EQUIPMENT, INC., Plaintiff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW vs. NO. 06-4365 CIVIL WEAVER MASTER BUILDERS, INC., and COMMERCIAL BUILDING CORPORATION, Defendants IN RE: PRELIMINARY OBJECTIONS OF THE DEFENDANTS BEFORE BAYLEY, P.L AND HESS, 1. ORDER AND NOW, this 2nd day of February, 2007, following argument thereon, the preliminary objections of the defendants are DENIED. BY THE COURT, Kevin A. Hess, 1. Susan V. Metcalfe, Esquire F or the Plaintiff Brenda B. Sebring, Esquire F or the Defendants :rlm