Court of Appeals of Indiana | Opinion 20A-PL-1444 | December 7, 2020 Page 1 of 6

ATTORNEYS FOR APPELLANT

John J. Moore

Megan E. Cain

Tuohy Bailey & Moore LLP

Indianapolis, Indiana

ATTORNEY FOR APPELLEE

Joshua W. Casselman

Rubin & Levin, P.C.

Indianapolis, Indiana

I N T H E

COURT OF APPEALS OF INDIANA

The Sullivan Corporation,

Appellant-Plaintiff,

v.

Rabco Enterprises, LLC,

Appellee-Defendant.

December 7, 2020

Court of Appeals Case No.

20A-PL-1444

Appeal from the Hamilton 

Superior Court

The Honorable Jonathan M. 

Brown, Judge

Trial Court Cause No.

29D02-1909-PL-8958

Bradford, Chief Judge.
Court of Appeals of Indiana | Opinion 20A-PL-1444 | December 7, 2020 Page 2 of 6

Case Summary

[1] The Sullivan Corporation (“Sullivan”) and Rabco Enterprises, LLC (“Rabco”) 

entered into a contract for work relating to a construction project in Noblesville. 

On September 24, 2019, Sullivan filed the underlying lawsuit, alleging that 

Rabco had breached the parties’ contract. Rabco filed a motion to dismiss, 

arguing that pursuant to the forum-selection clause in the parties’ contract, the 

proper venue for Sullivan’s lawsuit was either the state or federal courts located 

in Orange County, Florida. Sullivan appeals after the trial court granted 

Rabco’s motion to dismiss. Concluding that the parties’ forum-selection clause 

was void and unenforceable pursuant to Indiana Code section 32-28-3-17, we 

reverse and remand the matter to the trial court for further proceedings.

Facts and Procedural History

[2] On August 29, 2017, Sullivan and Rabco entered into a written contract for 

Rabco to provide labor and materials in connection with a construction project 

known as “146th Street Self Storage” in Noblesville. Appellant’s App. Vol. II p. 

13. Per the terms of the contract, Rabco agreed to provide timely plans for the 

project, appropriate materials for the project, and appropriate equipment to 

complete the work. In exchange, Sullivan agreed to pay Rabco the sum of 

$1,143,940. The parties’ contract contained a forum-selection clause, which 

read as follows:
Court of Appeals of Indiana | Opinion 20A-PL-1444 | December 7, 2020 Page 3 of 6

This contract shall be deemed to have been executed in and 

performable in the state of Florida and shall be construed under 

Florida law, without regard to said state’s conflicts of law rules 

(except that the lien laws of the state in which the job site is 

situated shall apply to the Rabco’s lien rights). It is agreed that 

the exclusive venue for any litigation arising hereunder shall be in 

the state or federal courts in Orange County, Florida.

Appellant’s App. Vol. II p. 22.

[3] On September 24, 2019, Sullivan filed the underlying lawsuit, alleging that 

Rabco had breached the parties’ contract. Rabco subsequently moved to 

dismiss the lawsuit “based on the forum-selection clause.” Appellant’s App. 

Vol. II p. 39. In its reply, Sullivan argued that the forum-selection clause was 

unenforceable pursuant to Indiana Code section 32-28-3-17. On July 8, 2020, 

the trial court found that the forum-selection clause was valid and enforceable 

and granted Rabco’s motion to dismiss. 

Discussion and Decision

[4] This appeal centers around the question of whether the trial court erroneously 

enforced the forum-selection clause found in the parties’ contract. Generally, 

“[f]orum selection clauses—even those occurring in form contracts—are 

enforceable if they are reasonable and just under the circumstances and there is 

no evidence of fraud or overreaching such that the agreeing party would be 

deprived of a day in court.” Adsit Co. v. Gustin, 874 N.E.2d 1018, 1022 (Ind. Ct. 

App. 2007). However, Indiana Code section 32-28-3-17 provides: “[a]

provision in a contract for the improvement of real estate in Indiana is void if 
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the provision: (1) makes the contract subject to the laws of another state; or (2) 

requires litigation, arbitration, or other dispute resolution process on the 

contract occur in another state.”

[5] In finding that the forum-selection clause was enforceable, the trial court found 

that “there is no evidence of fraud or overreaching, nor are there any allegations 

of such.” Appellant’s App. Vol. II p. 7. The trial court also determined that 

because Indiana Code section 32-28-3-17 “is a part of Indiana’s statutes 

governing mechanic’s liens,” Appellant’s App. Vol. II pp. 7–8, it would be 

“inappropriate for the Plaintiff to utilize the mechanic lien statute as a sword to 

achieve its own objective.” Appellant’s App. Vol. II p. 8. On appeal, Sullivan 

argues that the trial court erred in determining that Indiana Code section 32-28-

3-17 applies only in the context of mechanics liens. Thus, at issue in this appeal 

is the proper interpretation of Indiana Code section 32-28-3-17.

[6] In statutory construction, our primary goal is to ascertain and 

give effect to the intent of the legislature. Gray v. D & G, Inc., 938 

N.E.2d 256, 259 (Ind. Ct. App. 2010). The language of the 

statute itself is the best evidence of legislative intent, and we must 

give all words their plain and ordinary meaning unless otherwise 

indicated by statute. Id. Furthermore, we presume that the 

legislature intended statutory language to be applied in a logical 

manner consistent with the statute’s underlying policies and 

goals. Id. However, we will not interpret a statute which is clear 

and unambiguous on its face; rather, we will give such a statute 

its apparent and obvious meaning. Ind. State Bd. of Health v. 

Journal–Gazette Co., 608 N.E.2d 989, 992 (Ind. Ct. App. 1993), 

adopted, 619 N.E.2d 273 (Ind. 1993).
Court of Appeals of Indiana | Opinion 20A-PL-1444 | December 7, 2020 Page 5 of 6

U.S. Steel Corp. v. N. Ind. Pub. Serv. Co., 951 N.E.2d 542, 552 (Ind. Ct. App. 

2011).

[7] Sullivan cites to the United States District Court for the Northern District of 

Indiana’s unpublished decision in Pirson Contractors, Inc. v. Scheuerle 

Fahrzeugfabrik GmbH, No. 2:07 CV 123, 2008 WL 927645 (N.D. Ind. Apr. 3, 

2008), in support of its claim that Indiana Code section 32-28-3-17 should be 

broadly applied to all cases involving the improvement of real estate. In that 

case, the District Court determined that Indiana Code section 32-28-3-17

“speaks in broad terms that reach every contract for the improvement of real 

estate, regardless of whether the party to the contract has, or could, assert a 

mechanic’s lien.” Pirson Contractors, No. 2:07 CV 123, 2008 WL 927645, at *3. 

The District Court rejected the defendant’s “attempts to read a requirement into 

the statute that a party first assert a lien before this statute becomes operative by 

virtue of its placement in this section of the Indiana Code alone” and held that 

“there is no basis to require a plaintiff to first assert a mechanic’s lien as a 

prerequisite to the enforcement of [Indiana Code section] 32-28-3-17.” Id. 

Based on this holding, the District Court refused to enforce the parties’ forumelection and choice-of-law provisions. Id. While not binding, we find the 

District Court’s decision to be persuasive. 

[8] Furthermore, a reading of various sections that fall under Indiana Code chapter 

32-28-3 reveals that the General Assembly had the ability and forethought to 

use language limiting the various sections of Indiana Code chapter 32-28-3 to 

the protection/enforcement of liens when the General Assembly intended that 
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result. For example, both Indiana Code section 32-28-3-16 and Indiana Code 

section 32-28-3-18 specifically reference liens. The General Assembly, 

however, did not reference liens or use any language limiting application of the 

statute to situations involving liens in codifying Indiana Code section 32-28-3-

17. The General Assembly could easily have included such limiting language 

had that been its intent. See Ansert Mech. Contractors, Inc. v. Ansert, 690 N.E.2d 

305, 308 (Ind. Ct. App. 1997) (“Had the legislature intended such a limitation, 

it could have easily done so with slight modification to the wording of the 

statute.”). Thus, one may reasonably infer that the General Assembly did not 

intend to limit application of Indiana Code section 32-28-3-17 to situations 

involving mechanics liens. 

[9] Given that the General Assembly did not include language limiting the 

application of Indiana Code section 32-28-3-17 to situations involving 

mechanics liens, we conclude that the statute should be read broadly to apply to 

all contracts for the improvement of real estate in Indiana. As such, we further 

conclude that the trial court erred in finding both that Indiana Code section 32-

28-3-17 did not apply to the parties’ contract and that the forum-selection clause 

was valid and enforceable. 

[10] The judgment of the trial court is reversed, and the matter remanded for further 

proceedings.

Kirsch, J., and May, J., concur.