United States District Court, D. Oregon
J. LILLY, LLC., an Oregon Limited Liability Company, Plaintiff,
CLEARSPAN FABRIC STRUCTURES, INTERNATIONAL, INC., a Connecticut Corporation; and STORM CONSTRUCTION LLC, a Michigan Limited Liability Company, Defendants.
OPINION AND ORDER
Jelderks U.S. Magistrate Judge.
J. Lilly, LLC brings this action against Defendants Clearspan
Fabric Structures International, LLC,
(“Clearspan”) and Storm Construction, LLC.
(“Storm”). Plaintiff originally filed its
Complaint in May, 2018 in Washington County Circuit Court for
the State of Oregon. Defendants removed the action to this
court on June 25, 2018, based upon diversity jurisdiction. On
July 11, 2018, Clearspan filed a motion to dismiss or, in the
alternative, to transfer venue to the U.S. District Court for
the District of Connecticut pursuant to 28 U.S.C.
§1404(a). In its Reply, Clearspan withdrew its motion to
dismiss. Defendant Storm has not formally joined in
Clearspan's motion. However, Clearspan has filed the
Declarations of Storm's joint owners, Anthonius and
Trisha Storm, who state on behalf of Storm that they agree
and consent to 1) transferring the case to the U.S. District
Court for the District of Connecticut and 2) the court
exercising personal jurisdiction over Storm in Connecticut
throughout the duration of the case for purposes of this
litigation. (Dkt. ## 19, 20).
reasons set forth below, Defendants motion to transfer is
is an Oregon limited liability company with its principal
place of business in Gales Creek, Oregon. Plaintiff is an
OLCC-licensed cannabis grower. Clearspan is a Connecticut
corporation with its principal place of business in South
Windsor, Connecticut. Clearspan manufactures and sells
commercial greenhouses. The present dispute arises from
agreements between Plaintiff and Clearspan for the purchase,
construction and installation of a commercial greenhouse that
was manufactured by Clearspan. Storm is a Michigan limited
liability company with its principal place of business in
Coldwater, Michigan. Clearspan subcontracted the installation
of the greenhouse to Storm.
agreement between Plaintiff and Clearspan comprises two
contracts. The Construction Agreement includes the
specifications for the greenhouse, the construction services
to be rendered, the total contract price and payment terms.
(Dkt. #1-1 pp. 31-75). Attached to the Construction Agreement
is an itemized Order Confirmation. (Dkt. #1-1, p. 75). The
Construction Agreement also includes an Installation Warranty
and Manufacturer's Product Warranty. The second contract
is titled “Equipment Capital Lease Agreement”
(“ECLA”). (Dkt. # 1-1, pp. 14-30). Despite the
title of this Contract, the parties agree that the
transaction at issue was for the purchase of the greenhouse.
The ECLA sets out payment terms for “equipment”
as set out in Exhibit 1 to the agreement. Exhibit 1, in turn,
refers to the Order Confirmation included in the Construction
Agreement. This “equipment” includes but is not
limited to, the greenhouse and its installation.
the terms of the Construction Agreement, Clearspan agreed to
provide construction services to install the greenhouse on
property leased by Plaintiff. Under the Construction
Agreement Warranty, Clearspan warranted the greenhouse as
free from defects in the workmanship for a period of one year
from the date of installation.
addition, both the Construction Agreement and the ECLA
contained forum-selection clauses.
9.2 of the Construction Agreement provides:
Each party designates the Superior Court in the Judicial
District of Hartford or the United States District Court for
the District of Connecticut as the exclusive courts of proper
jurisdiction and venue for the resolution of any dispute
arising out of this Agreement or its breach that is not
resolved in accordance with Section 9.1 above and hereby
irrevocably consent to such designation, jurisdiction, and
venue . . . .
(Dkt. #1-1, p. 37).
Paragraph 15(n) of the ECLA sets forth that:
The Lessor and the Lessee hereby designate the Superior Court
for the Judicial District of Hartford or the United States
District Court for the District of Connecticut, as the
exclusive courts of proper jurisdiction and venue of and for
any and all lawsuits or other legal proceedings relating to
this Agreement; ...