Court of Appeals of Indiana | Opinion 18A-CT-2953 | October 17, 2019 Page 1 of 17

ATTORNEYS FOR APPELLANTS

CADORATH AEROSPACE 

LAFAYETTE, LLC, AND CADORATH 

AEROSPACE, INC.

Douglas B. Bates

Chelsea R. Stanley

Stites & Harbison PLLC

Jeffersonville, Indiana

ATTORNEYS FOR APPELLANT

H-S TOOL & PARTS, INC.

Pfenne P. Cantrell

Jennifer M. Van Dame

Indianapolis, Indiana

ATTORNEYS FOR APPELLEES

Frederick R. Hovde

Nicholas C. Deets

William F. Eckhart

Hovde Dassow & Deets, LLC

Indianapolis, Indiana

I N T H E

COURT OF APPEALS OF INDIANA

Cadorath Aerospace Lafayette, 

LLC, Cadorath Aerospace, Inc.,

and H-S Tool & Parts, Inc.,

 Appellants-Defendants,

Rolls-Royce Corporation, Inc.,

 Defendant,

v.

Colleen Ricks, as the Personal 

Representative of the Estate of 

Brandon Seth Ricks; Cynthia 

October 17, 2019

Court of Appeals Case No.

18A-CT-2953

Appeal from the Marion Superior 

Court

The Honorable Patrick J. Dietrick, 

Judge

Trial Court Cause No.

49D12-1703-CT-9915
Court of Appeals of Indiana | Opinion 18A-CT-2953 | October 17, 2019 Page 2 of 17

Cobb, as Executrix of the Estate 

of Steven Wallace Cobb; and 

Brendan Mullen,

Appellees-Plaintiffs

Baker, Judge.

[1] Following a helicopter crash in 2015, Colleen Ricks, Cynthia Cobb, and 

Brendan Mullen (the Accident Victims) sued Cadorath Aerospace Lafayette,

LLC and Cadorath Aerospace, Inc. (the Cadorath Defendants), along with H-S 

Tool & Parts, Inc. (H-S Tool), and the Rolls-Royce Corporation, Inc. (RollsRoyce), in Indiana. The Accident Victims alleged that the collective Appellants 

negligently repaired the helicopter engine, causing the crash. The Cadorath 

Defendants and H-S Tool moved to dismiss for lack of personal jurisdiction, 

arguing that they did not have sufficient minimum contacts with the state of 

Indiana. The trial court summarily denied their motions. 

[2] In this consolidated interlocutory appeal, the Cadorath Defendants and H-S 

Tool contend that the trial court erred when it denied their motions to dismiss 

for lack of personal jurisdiction, arguing that (1) the Cadorath Defendants and 

H-S Tool did not automatically consent to jurisdiction in Indiana simply 

because there is a forum-selection clause or an indemnity provision in an 

unrelated contract; (2) there are insufficient minimum contacts between the 
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Cadorath Defendants, H-S Tool, and the state of Indiana to establish specific 

personal jurisdiction; and (3) even if there are sufficient minimum contacts, 

Indiana’s jurisdiction over this case would be unreasonable and would offend 

traditional notions of fair play and substantial justice. Finding that there are 

insufficient minimum contacts to establish personal jurisdiction, we reverse.

Facts1

The Parties and the Accident

[3] The Cadorath Defendants—Cadorath Aerospace Lafayette, LLC (Cadorath 

LLC) and Cadorath Aerospace, Inc. (Cadorath, Inc.)—are entities that fix and 

repair helicopter engine parts. Cadorath LLC conducts its services at a repair 

facility in Louisiana and is organized under the laws of Louisiana. 

Additionally, its principal place of business is in Louisiana. Its sole member is a 

Canadian corporation. Cadorath, Inc., conducts its services at a repair facility 

in Winnipeg, Canada, and its principal place of business is also in Winnipeg. 

Neither organization provides repair or maintenance services in Indiana. They 

have no agents or employees in Indiana, they have no facilities or property in 

Indiana, they do not advertise services in Indiana, they are not registered to do 

business in Indiana, and less than one percent of their revenue comes from 

services provided to entities located in Indiana. 

 

1 We held oral argument in this case on September 17, 2019, in Indianapolis. We thank both parties for their 

stimulating discussion and excellent oral advocacy.
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[4] H-S Tool is a Canadian corporation—established under the laws of British 

Columbia—that repairs and services helicopter engine components. Its sole 

place of business is in British Columbia, and it is not registered to do business in 

Indiana. H-S Tool does not have a mailing address, office, or any employee that 

resides in Indiana, and it does not have any property in or fiduciary tie to 

Indiana aside from the infrequent transaction with an Indiana business entity. 

Also, there are no H-S Tool distributors, agents, or warehouses in Indiana. 

[5] Rolls-Royce2is an Indiana corporation that predominantly manufactures luxury 

automobiles. However, in the context of this appeal, Rolls-Royce writes and 

publishes manuals and other technical documents concerning helicopter 

engines—including the one pertinent to this case. It also manufactures 

helicopter engines. Its principal place of business is in Indianapolis. 

[6] The Accident Victims include Colleen Ricks, as personal representative of 

Brandon Ricks, who died in the helicopter accident; Cynthia Cobb, as executrix 

of the estate of Steven Cobb, who also died in the helicopter accident; and 

Brendan Mullen, who was severely injured in the accident. Brandon and 

Colleen Ricks were residents of Oklahoma, Steven and Cynthia Cobb were 

residents of Mississippi, and Brendan Mullen is a resident of Montana. 

 

2 Rolls-Royce did not move to dismiss for lack of personal jurisdiction and is, therefore, not a party to this 

interlocutory appeal. However, its involvement with this case is crucial to our legal analysis. 
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[7] The accident occurred on March 30, 2015, in Saucier, Mississippi, after the 

Rolls-Royce Model 250 helicopter engine allegedly failed. The Accident 

Victims claim that the Cadorath Defendants and H-S Tool performed negligent 

repair work on the outer combustion case (OCC) of the Rolls-Royce engine 

sometime after an OCC overhaul in 2003. 

The Cadorath Defendants and Rolls-Royce

[8] On March 15, 2004, Cadorath, Inc., entered into an Authorized Repair Facility 

agreement (ARF) with Rolls-Royce. Cadorath LLC did the same with RollsRoyce on March 31, 2005. These ARFs contemplated that the two entities 

would work together in the future to develop repair processes and to complete 

off-manual repairs at these facilities. Included in these ARFs was an indemnity 

provision that states, in pertinent part, as follows:

The Repair Facility agrees to indemnify and hold ROLLSROYCE harmless from any and all claims, demands, suits, 

judgment or causes of action for or on account of injury to or 

death of persons or loss or damage to property arising from the 

performance by the Repair Facility of the Repair Process except to 

the extent caused by the negligence or other wrongful act of 

ROLLS-ROYCE. 

Appellants’ Joint App. Vol. IV p. 151 (emphases in original). These ARFs were 

in effect at the time the Accident Victims allege the negligent repairs took place. 

There is no evidence showing that Cadorath, Inc., ever worked on OCC 

repairs, and the evidence shows that Cadorath LLC only ever worked on OCC 

repairs in 2006 and 2008 in Lafayette, Louisiana. Additionally, Rolls-Royce has 

not asserted an indemnity claim against the Cadorath Defendants. Cadorath 
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LLC utilized a repair process instruction sheet (RPIS) that followed RollsRoyce’s overhaul manual and utilized Parts Repair Procedures Letters (PRPL) 

for recommended repairs. Cadorath LLC accessed these Rolls-Royce materials 

through an online search in Louisiana. The Cadorath Defendants did not create 

these RPIS, PRPLs, or manuals, nor did they work in tandem with Rolls-Royce 

to develop them. Rather, Cadorath LLC followed these procedures when 

making repairs, as it was obligated to do under federal law. 

[9] In February 2010, the Cadorath Defendants entered into new ARFs with RollsRoyce, which both included a forum-selection clause. That clause reads as 

follows: 

The parties hereby agree that all suits, actions, proceedings, 

litigation, disputes or claims relating to or arising out of this 

Agreement shall be brought and tried in the Superior or Circuit 

Court of Marion County, Indiana or the United States District 

Court for the Southern District of Indiana, Indianapolis Division. 

In this regard, the parties hereby . . . (b) irrevocably consent to service 

of process and to the jurisdiction and venue of any of such courts, and (c) 

irrevocably waive any claim of inconvenient forum if any such 

suit, claim, proceeding, litigation, dispute or claim has been filed, 

brought or made in either of such courts. 

Id. at 207 (emphasis added).

H-S Tool and Rolls-Royce

[10] In 2000, H-S Tool entered into an ARF, Technical Assistance, and NonDisclosure Agreement with Rolls-Royce. This agreement stipulated that H-S 

Tool would pay “Technical Assistance Fees” to Rolls-Royce for certain repairs 

of Rolls-Royce components by H-S Tool. The agreement was finalized on 
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December 8, 2000, by representatives for H-S Tool and Rolls-Royce in British 

Columbia and Indianapolis, respectively. 

[11] The 2000 agreement also stipulated that Rolls-Royce would provide proprietary 

business information to H-S Tool so that H-S Tool could properly repair RollsRoyce engines. H-S Tool agreed to share similar proprietary information along 

with the Technical Assistance Fees. H-S Tool’s repair facility would submit 

quarterly reports to Rolls-Royce to account for all expenses, and the ARF 

obligated H-S Tool to use only “Qualified Repair Processes” and repair parts 

approved by Rolls-Royce. However, the actual repair procedure was developed 

by H-S Tool “and was submitted to the [Federal Aviation Administration 

(FAA)] for approval,” H-S Tool appellant’s br. p. 30, similar to the procedure 

for the Cadorath Defendants.

[12] Another section of this agreement spelled out the relationship between RollsRoyce and H-S Tool. It reads, in pertinent part, as follows: 

The relationship between ROLLS-ROYCE and the Repair Facility 

created by this Agreement shall be that of Independent 

Contractors and not that of principal and agent.

Appellants’ Joint App. Vol. IV p. 18 (emphasis in original). Also, similar to the 

ARFs signed between Rolls-Royce and the Cadorath Defendants, this ARF 

contained a forum-selection clause and an indemnity provision. They are nearly 

identical in language. The first is the indemnity provision, and it reads as 

follows: 
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The Repair Facility agrees to indemnify and hold ROLLSROYCE harmless from any and all claims, demands, suits, 

judgments or causes of action for or on account of injury to or 

death of persons . . . arising from the performance by the Repair 

Facility of the Repair Process except to the extent caused by the 

negligence or other wrongful act of ROLLS-ROYCE.

Id. at 17 (emphases in original). Rolls-Royce has not asserted an indemnity 

claim against H-S Tool. The second is the forum-selection clause, and it reads 

as follows: 

. . . The parties agree that the courts of the State of Indiana or the 

United States Federal Courts located in the State of Indiana, as the 

case may be, shall [sic] exclusive jurisdiction over all disputes 

which may arise under this Agreement and each of the parties 

irrevocably and unconditionally submits to the exclusive 

jurisdiction of such courts. 

Id. at 18-19.

[13] This ARF between H-S Tool and Rolls-Royce remained in effect until 2009, 

nearly six years after the 2003 OCC overhaul. An H-S Tool representative

signed the new ARF on December 1, 2009, in British Columbia, and a RollsRoyce representative signed the new ARF on December 18, 2009, in Indiana. 

The new ARF contained the same clauses about sharing proprietary 

information, the relationship between the two entities as independent 

contractors, the indemnity provision, and the forum-selection clause. 

The Litigation

[14] On December 10, 2015, Colleen filed a negligent repair suit against the 

Cadorath Defendants, Rolls-Royce, and H-S Tool in the United States District 
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Court for the Eastern District of Louisiana. Rolls-Royce filed a motion to 

dismiss on the grounds that the Louisiana district court lacked personal 

jurisdiction to hear the case. The district court granted Rolls-Royce’s motion 

and transferred the case to the Southern District of Indiana. Colleen then 

voluntarily dismissed her claims against the Cadorath Defendants and H-S Tool 

in Louisiana and Rolls-Royce in the Southern District. Colleen then filed the 

same suit against the same defendants on March 17, 2017, in the Marion 

County Superior Court. Shortly thereafter, Brendan and Cynthia joined the 

litigation as co-plaintiffs.

[15] H-S Tool and the Cadorath Defendants moved to dismiss the case for lack of 

personal jurisdiction on June 2, 2017, and on June 16, 2017, respectively. Both 

plaintiffs and defendants were granted leave to amend and refile their 

complaints and defenses. The trial court also granted the Accident Victims 

leave to conduct jurisdictional discovery. After briefing and a hearing, on 

September 14, 2018, the trial court summarily denied both the Cadorath 

Defendants’ and H-S Tool’s motions to dismiss. The Cadorath Defendants and 

H-S Tool now bring this consolidated interlocutory appeal. 

Discussion and Decision

[16] The Cadorath Defendants and H-S Tool raise three main arguments on appeal, 

which we consolidate and restate as follows: did the Cadorath Defendants or HS Tool have sufficient minimum contacts with Indiana—either through their 
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actions pertinent to the Accident Victims’ claim or through their contracts with 

Rolls-Royce—to establish specific jurisdiction?3

[17] “[W]e review a trial court’s determination regarding personal jurisdiction de 

novo.” Munster v. Groce, 829 N.E.2d 52, 57 (Ind. Ct. App. 2005). If the trial 

court has made findings of jurisdictional facts, those findings are reviewed for 

clear error if based on in-court testimony. Id. However, because the trial court 

here did not make findings of fact or conclusions of law, “our review of the trial 

court’s personal jurisdiction ruling is entirely de novo.” Id.

Minimum Contacts

[18] Our understanding of specific jurisdiction is well established: 

“Specific jurisdiction exists when a lawsuit arises from or is closely 

related to a defendant’s minimum contacts with or substantial 

connection to the forum state.” Boyer [v. Smith, 42 N.E.3d 505, 510 

(Ind. 2015)]. In other words, specific jurisdiction requires 

purposeful availment. Id. A single contact with the forum state 

may be sufficient to establish specific jurisdiction over a defendant, 

if it creates a “substantial connection” with the forum state and the 

suit is related to that connection. McGee v. Int’l Life Ins. Co., 355 

U.S. 220, 223, 78 S.Ct. 199, 2 L.E.2d 223 (1957).

Simek v. Nolan, 64 N.E.3d 1237, 1242-43 (Ind. Ct. App. 2016); see generally Int’l 

Shoe Co. v. State of Wash., Office of Unempl’t and Placement, 326 U.S. 310, 316 

(1945). In other words, for a state court to exercise specific jurisdiction over an 

 

3 We need only conduct a specific jurisdiction analysis because all parties have conceded that Indiana does 

not have general jurisdiction over the Cadorath Defendants or H-S Tool.
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action, “there must be an ‘affiliation between the forum and the underlying 

controversy, principally, [an] activity or an occurrence that takes place in the 

forum State.” Bristol-Myers Squibb Co. v. Super. Ct. of Cal., S.F. Cty., 137 S.Ct. 

1773, 1781 (2017) (quoting Goodyear Dunlop Tire Operations, S.A. v. Brown, 564 

U.S. 915, 919 (2011)) (brackets in original).

[19] In this case, there was no relevant activity or occurrence that took place in 

Indiana. This is a negligent repair action, and the record plainly shows that no 

repairs occurred here. Cadorath LLC conducts its services at a repair facility in 

Louisiana and is organized under the laws of Louisiana. Its principal place of 

business is in Louisiana. As for Cadorath, Inc., it conducts services at a repair 

facility in Winnipeg, Canada, and its principal place of business is also in 

Winnipeg. Neither organization has provided repair or maintenance services in 

Indiana, and neither organization has agents, employees, facilities, properties, 

services, or advertisements in Indiana. 

[20] There is nearly identical evidence showing that H-S Tool had no such contacts 

with Indiana. H-S Tool, a Canadian corporation established under the laws of 

British Columbia, has its principal place of business in British Columbia. H-S 

Tool is not registered to do business in Indiana, and it has no mailing address, 

office, or any employee associated with Indiana. The record reveals that H-S 

Tool did not conduct any repairs in Indiana or deliberately ship parts to Indiana 

companies.
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[21] We find that there are no minimum contacts between the Appellants and the 

state of Indiana related to the allegedly negligent repairs. Therefore, no specific 

jurisdiction exists on this basis.

Relationships with Rolls-Royce

[22] The Accident Victims also contend that the forum-selection clauses and the 

indemnity provisions contained in the ARFs established the requisite 

connection between the Appellants and Indiana. Stated another way, the 

Accident Victims argue that because the Cadorath Defendants and H-S Tool 

agreed to certain contract provisions that would require them to litigate disputes

arising out of those contracts in Indiana, the Appellants were effectively on 

notice that Indiana was a potential venue for any type of litigation and waived 

any claim to the contrary. According to the Accident Victims: 

. . . H-S Tool and Cadorath took purposeful action to establish a 

decades-long contractual relationship with Rolls-Royce in Indiana, 

and in doing so they consented to Indiana jurisdiction for suits 

arising from that relationship. These personal injury claims arise 

from that relationship. H-S Tool and Cadorath should have 

reasonably anticipated being haled into Indiana court to answer 

claims related to work performed under those contracts.

Appellees’ Br. p. 28. 

[23] This argument is unavailing for two reasons. First, the Accident Victims are not 

parties to these agreements nor are they in privity with the parties to these 

agreements. See OEC-Diasonics, Inc. v. Major, 674 N.E.2d 1312, 1314-15 (Ind. 

1996) (holding that only parties to a contract or those in privity with the parties 
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have rights unless a third party can show that an overriding purpose of the 

contract was to impose an obligation on one of the contracting parties in favor 

of a third party). “Nothing in this Agreement, expressed or implied, is intended 

to confer upon any person, other than the parties hereto[] . . . any rights, 

remedies, obligations or liabilities under or by reason of this Agreement.” 

Appellants’ Joint App. Vol. IV at 206. As such, the Accident Victims may not 

enforce the forum-selection clauses.

4

[24] Second, in Bristol-Myers Squibb, the United States Supreme Court explicitly 

rejected this jurisdictional approach: 

Under the California approach, the strength of the requisite 

connection between the forum and the specific claims at issue is 

relaxed if the defendant has extensive forum contacts that are 

unrelated to those claims. Our cases provide no support for this 

approach, which resembles a loose and spurious form of general 

jurisdiction. For specific jurisdiction, a defendant’s general 

connections with the forum are not enough. As we have said, “[a] 

corporation’s continuous activity of some sorts within a state . . . is 

not enough to support the demand that the corporation be 

amendable to suits unrelated to that activity.” 

Bristol-Myers Squibb, 137 S.Ct. at 1781 (quoting Goodyear, 564 U.S. at 927) 

(internal citation omitted). The Accident Victims would have us employ this 

same “sliding scale,” id., approach, which we may not do. The fact that two 

 

4 The Accident Victims also argue that the indemnity provisions of the ARFs automatically force the 

Cadorath Defendants and H-S Tool to consent to litigation in Indiana. However, the record reveals that 

Rolls-Royce has not asserted an indemnity claim against the Cadorath Defendants or H-S Tool in this action, 

and we will not find personal jurisdiction based on prospective minimum contacts that do not yet exist. 
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different organizations contract with an Indiana-based corporation does not, in 

and of itself, establish the requisite minimum contacts necessary for specific 

jurisdiction. See, e.g., RAR, Inc. v. Turner Diesel, Ltd., 107 F.3d 1272, 1278 (7th 

Cir. 1997) (holding that more than just an ongoing relationship with a business 

entity must exist to establish specific personal jurisdiction because “the action 

must directly arise out of the specific contacts between the defendant and the 

forum state”).

[25] The contacts between the Cadorath Defendants, H-S Tool, and Rolls-Royce 

represent, at most, a watered-down version of general jurisdiction that is not 

present in this case. Pursuant to Bristol-Myers Squibb, we hold that the forumselection clauses and the indemnity provisions in the ARFs do not create the 

minimum contacts to establish specific jurisdiction.

[26] In sum, Indiana does not have personal jurisdiction over this matter. We 

recognize the financial and pragmatic strain that this decision places on all 

parties involved. However, we will not find personal jurisdiction when it is 

plainly not present. Additionally, we have neither the necessary information 

nor the judicial authority to decree exactly where the parties should litigate this 

matter. We only find that the evidence and legal arguments proffered by all 

parties lead us to one singular conclusion: the trial court erred.

[27] The judgment of the trial court is reversed. 

Crone, J., concurs.

Kirsch, J., dissents with a separate opinion.
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I N T H E

COURT OF APPEALS OF INDIANA

Cadorath Aerospace Lafayette, 

LLC, Cadorath Aerospace, Inc., 

and H-S Tool & Parts, Inc.,

 Appellants-Defendants,

Rolls-Royce Corporation, Inc.,

 Defendant,

v.

Colleen Ricks, as the Personal 

Representative of the Estate of 

Brandon Seth Ricks; Cynthia 

Cobb, as Executrix of the Estate 

of Steven Wallace Cobb; and 

Brendan Mullen,

Appellees-Plaintiffs.

Court of Appeals Case No.

18A-CT-2953

Kirsch, Judge, dissenting.

[28] I respectfully dissent.

[29] Rolls-Royce Corporation, Inc. (Rolls-Royce) is a Delaware corporation with 

offices in Indianapolis. The defendants H-S Tool & Parts, Inc. (H-S Tool), 
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Cadorath Aerospace, LLC, and Cadorath Aerospace, Inc. (collectively, the 

Cadorath Defendants) are Rolls-Royce Authorized Repair Facilities. The 

tragedy which gave rise to this lawsuit relates to a helicopter engine 

manufactured by Rolls-Royce and repaired by H-S Tool and the Cadorath

Defendants. 

[30] The Cadorath Defendants and H-S Tool contend that they did not consent to 

jurisdiction. From my perspective, they could not be more wrong. The 

Cadorath Defendants and H-S Tool are Rolls-Royce Authorized Repair 

Facilities because of their agreements with Rolls-Royce. Those agreements 

stated that all suits relating to the agreements shall be brought and tried in 

Marion County, Indiana.

[31] As noted by Judge Baker in the majority opinion, H-S Tool entered into an 

Authorized Repair Facility Agreement with Rolls-Royce in 2000. Cadorath

Aerospace, Inc. did the same in March of 2004, and Cadorath Aerospace 

Lafayette, LLC followed in March of 2005. At the time of the tragic accident in 

2015 giving rise to these proceedings, each of the three companies had been an 

Authorized Repair Facility for Rolls-Royce for more than a decade. During 

this time period, representatives of the three companies travelled to the RollsRoyce facility in Indiana on multiple occasions. 

[32] While their day-to-day business is conducted outside the state of Indiana, H-S 

Tool and the Cadorath Defendants have extensive contacts with Rolls-Royce in 

Indiana, and each of the three entities has consented to jurisdiction in Indiana 
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for matters relating to their agreement. Paragraph (9) of the agreements 

provides:

The parties hereby agree that all suits, actions, proceedings, 

litigation, disputes or claims relating to or arising out of this 

Agreement shall be brought and tried in the Superior or Circuit Court of 

Marion County, Indiana or the United States District Court for the 

Southern District of Indiana, Indianapolis Division. In this 

regard, the parties hereby (a) agree that venue shall be in any of 

such courts, (b) irrevocably consent to service of process and to the 

jurisdiction and venue of any of such courts, and (c) irrevocably 

waive any claim of inconvenient forum if any such suit, claim, 

proceeding, litigation, dispute or claim has been filed, brought or 

made in either of such courts. 

Appellants’ Joint App. Vol. IV p. 207 (emphasis added). Of particular 

significance are the provisions in which the parties consent to jurisdiction and 

waive any claim of inconvenient forum.

[33] The Cadorath Defendants and H-S Tool contend that the language set out 

above is in an “unrelated contract.” They could not be more wrong. Indeed, 

what they deem an “unrelated contract” sets out the essential terms of their 

relationship to Rolls-Royce and made them Authorized Rolls-Royce Repair 

Facilities. But for what they deem to be an “unrelated contract,” they would 

not have been Authorized Rolls-Royce Repair Facilities, nor would they have 

been hired to repair the helicopter engine here at issue. 

[34] I would affirm the trial court’s order and remand for trial.