Relco Locomotives, Inc. v. Allrail, Inc.

4 F. Supp. 3d 1073, 2014 WL 1047153, 2014 U.S. Dist. LEXIS 35763
CourtDistrict Court, S.D. Iowa
DecidedMarch 5, 2014
DocketNo. 4:13-cv-00394
StatusPublished
Cited by10 cases

This text of 4 F. Supp. 3d 1073 (Relco Locomotives, Inc. v. Allrail, Inc.) is published on Counsel Stack Legal Research, covering District Court, S.D. Iowa primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Relco Locomotives, Inc. v. Allrail, Inc., 4 F. Supp. 3d 1073, 2014 WL 1047153, 2014 U.S. Dist. LEXIS 35763 (S.D. Iowa 2014).

Opinion

ORDER

ROBERT W. PRATT, District Judge.

Before the Court is AllRail, Inc.’s (“Defendant” or “AllRail”) Motion to Dismiss or, in the Alternative, to Stay (“Motion”), filed November 18, 2013. Clerk’s No. 7. RELCO Locomotives, Inc. (“Plaintiff’ or “RELCO”) resisted the Motion on December 5, 2013. Clerk’s No. 12. Defendant replied on December 16, 2013 (“Reply”). Clerk’s No. 20. The Motion is fully submitted.

I. FACTUAL BACKGROUND

Defendant is a Quebec corporation providing rail-related services. Decl. of Isaac Haboucha in Supp. of Def.’s Mot. (“Habou-cha Decl. I”) (Clerk’s No. 7-2) ¶ 2. Plaintiff is an Illinois corporation that leases and sells locomotives. Aff. of Douglas Bach-man (“Bachman Aff.”) (Clerk’s No. 12-1) ¶3. Plaintiff operates a facility in Albia, Iowa (“Iowa Facility”), where it “rebuilds, remanufactures, and refurbishes” locomotives for its customers. Id. ¶¶ 3-4.

In 2010, Defendant agreed to provide locomotives to RioTinto Fer et Titane (“QIT”) for use in mining operations. Ha-boucha Decl. I ¶ 5. Defendant subcontracted with Plaintiff to rebuild two locomotives to QIT’s specifications. Id. ¶ 6. Between February 2011 and April 2011, the parties negotiated a contract, primarily through email and telephone communications. Id. ¶ 7. During their email correspondence, Defendant forwarded to Plaintiff the General Conditions of the agreement between Defendant and QIT, titled “Schedule A”. Id. ¶ 9. Schedule A’s provisions included a “Governing Law” clause designating that the laws of Quebec governed the agreement, and a “Forum” clause designating Quebec as the “non-exclusive jurisdiction of and venue” for resolving disputes under the agreement. Def.’s Ex. C (Clerk’s No. 7-4) ¶¶ 25.8, 25.9. When Plaintiff received Schedule A from Defendant, it recommended changes to some of Schedule A’s provisions, but did not mention the governing law or forum provisions. See Def.’s Ex. D (Clerk’s No. 7-5). During the email correspondence regarding Schedule A, Defendant referred to “a back to back on the contract with QIT”; Plaintiff responded by expressing unfamiliarity with the term “back to back.” Def.’s Ex. (Clerk’s No. 20-3) at 1. Defendant called Plaintiff to explain that “back to back” meant “the terms of the contract between RELCO and AllRail would be the same as the terms of [Schedule A].” Haboucha Decl. I ¶ 8. Also during negotiations, Plaintiff sent an email stating that “FOB is Albia” and that Defendant would take “[possession] of the locomotive at the time of acceptance.” Def.’s Ex. D.

The parties’ email negotiations culminated in Defendant submitting two purchase orders to Plaintiff, one for each rebuilt locomotive. Bachman Aff. ¶¶ 14, 16. [1078]*1078These purchase orders list Plaintiffs Iowa Facility as the locomotive supplier and specify that the “final agreement from QIT will form an integral part of this PO [purchase order] in regards to all warranties and indemnities.” See PL’s Ex. 1 (Clerk’s No. 12-2); PL’s Ex. 2 (Clerk’s No. 12-3) (collectively “Purchase Orders”) (capitalization modified from original). Defendant did not attach Schedule A to either purchase order. Bachman Aff. ¶ 18.

Plaintiff completed the rebuilt locomotives in December 2012, and Defendant inspected them at the Iowa Facility. Id. ¶¶ 29-30. Defendant submitted a “Certificate of Acceptance” on December 17, 2012, which stated that the parties “hereby acknowledge and confirm that the following locomotives have been completed per the terms of their agreement and accepted by AllRail.” PL’s Ex. 3 (Clerk’s No. 12-4). Defendant then arranged for a third party to transport the locomotives from the Iowa Facility to Quebec, where they arrived in February 2013. Haboucha Decl. I ¶ 17.

During the course of Plaintiffs work in rebuilding the locomotives, Defendant sent representatives to the Iowa Facility on “many” occasions to check on Plaintiffs progress and to inspect the locomotives. Bachman Aff. ¶ 25. Plaintiff also sent representatives to Canada on two occasions related to its agreement with Defendant. Id. ¶¶ 26-27. Since the Defendant’s submission of the Certificate of Acceptance, the parties have become involved in a legal dispute pertaining to each party’s dissatisfaction with the other’s performance of the agreement. See id. ¶ 44; Haboucha Decl. I ¶ 22. Plaintiff filed a suit against Defendant in this Court on September 13, 2013 (“Iowa Action”), alleging a breach of contract and promissory estoppel, and seeking compensation for an unpaid installment totaling $298,855.54 that was due upon Defendant’s acceptance of the locomotives. Compl. (Clerk’s No. 1) ¶¶ 25-40. Defendant was served with the summons in the Iowa Action on October 7, 2013. Bachman Aff. ¶ 45. Defendant initiated legal proceedings against Plaintiff in Montreal on September 18, 2013 (“Quebec Action”), seeking to compel Plaintiff to repair defects in the locomotives and to recover damages for costs incurred from the repairs Defendant had made to the locomotives. Def.’s Br. in Supp. of Its Mot. (“Def.’s Brief’) (Clerk’s No. 7-1) at 4. Plaintiff was served with a copy of the Quebec Action on September 19, 2013. Haboucha Decl. I ¶ 22.

II. STANDARD OF REVIEW

Defendant seeks to dismiss Plaintiffs complaint for lack of personal jurisdiction or, in the alternative, under the doctrine of forum, non conveniens. Mot. ¶¶ 1-2. Should the Court decline to dismiss Plaintiffs complaint on either of these two grounds, Defendant requests that the Court stay these proceedings under principles of international comity or pursuant to Colorado River Water Conservation District v. United States, 424 U.S. 800, 96 S.Ct. 1236, 47 L.Ed.2d 483 (1976) (“the Colorado River doctrine”), pending the outcome of the Quebec Action. Id. ¶ 3.

A. Personal Jurisdiction

When a defendant moves to dismiss a lawsuit for a lack of personal jurisdiction, the plaintiff — not the defendant— bears the burden of proof. Dairy Farmers of Am. v. Bassett & Walker Int’l, Inc., No. 5:11-cv-6052, 2012 WL 601232, at *2 (W.D.Mo. Feb. 23, 2012). The plaintiff is entitled to the benefit of all factual disputes. Id. To conclude that it has personal jurisdiction over a non-resident defendant, a court must determine both that the requirements of the forum state’s long-arm statute are met and that asserting personal jurisdiction over the defendant comports [1079]*1079with due process. Digi-Tel Holdings, Inc. v. Proteq Telecomm., Ltd., 89 F.3d 519, 522 (8th Cir.1996). Asserting personal jurisdiction over a defendant comports with due process if the defendant has purposefully established minimum contacts with the forum state, and if the court’s exercise of jurisdiction is consistent with traditional notions of fair play and substantial justice. Asahi Metal Indus. Co. v. Super. Ct. of Cal, 480 U.S. 102, 108-09, 113, 107 S.Ct. 1026, 94 L.Ed.2d 92 (1987) (internal citations and quotation marks omitted).

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Cite This Page — Counsel Stack

Bluebook (online)
4 F. Supp. 3d 1073, 2014 WL 1047153, 2014 U.S. Dist. LEXIS 35763, Counsel Stack Legal Research, https://law.counselstack.com/opinion/relco-locomotives-inc-v-allrail-inc-iasd-2014.