Searching over 5,500,000 cases.


searching
Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.

J. Lilly, LLC v. Clearspan Fabric Structures International, Inc.

United States District Court, D. Oregon

October 2, 2018

J. LILLY, LLC., an Oregon Limited Liability Company, Plaintiff,
v.
CLEARSPAN FABRIC STRUCTURES, INTERNATIONAL, INC., a Connecticut Corporation; and STORM CONSTRUCTION LLC, a Michigan Limited Liability Company, Defendants.

          OPINION AND ORDER

          John Jelderks U.S. Magistrate Judge.

         Plaintiff 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).

         For the reasons set forth below, Defendants motion to transfer is denied.[1]

         Background

         Plaintiff 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.

         The 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.

         Under 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.

         In addition, both the Construction Agreement and the ECLA contained forum-selection clauses.

         Article 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).

         Similarly, 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; ...

Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.