UNITED STATES DISTRICT COURT

EASTERN DISTRICT OF MICHIGAN

SOUTHERN DIVISION

BRUSH CONTROLS, INC.,

Plaintiff,

v.

EXECUTIVE AUTOMATION SYSTEMS, INC.,

Defendant.

 /

Case No. 15-11909

Honorable John Corbett O’Meara

ORDER GRANTING DEFENDANT’S MOTION TO DISMISS

This matter came before the court on defendant Executive Automation Systems’ July 25, 2015

motion to dismiss. Plaintiff Brush Controls filed a response August 20, 2015; and Defendant filed

a reply September 8, 2015. Oral argument was heard October 15, 2015.

BACKGROUND FACTS

Plaintiff Brush Controls and defendant Executive Automation Systems (“EAS”) entered into

an agreement in which EAS appointed Brush Controls as its exclusive sales representative in

Michigan, sixteen counties in Indiana, and twelve counties in Ontario, Canada. Paragraph 14 of the

agreement sets forth the parties’ selected forum for resolution of any disputes as follows:

This Agreement shall in all respects be interpreted and construed in accordance with

and governed by the laws of the State of Indiana. Jurisdiction of any claim in

connection with this agreement shall be with the Marion County Superior Court in

Marion County, Indiana.

Plaintiff Brush Controls filed its complaint against EAS in this court May 28, 2015, alleging

claims for breach of contract in Count I and violation of the Michigan Sales Representatives

Commission Act in Count II.

LAW AND ANALYSIS

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“[T]he appropriate way to enforce a forum-selection clause pointing to a state or foreign forum

is through the doctrine of forum non conveniens.” Atlantic Marine Constr. Co. v. United States Dist.

Court for the W. Dist. Of Texas, 134 S.Ct. 568, 580 (2013). The United States Court of Appeals has

since indicated that a Rule 12(b)(6) motion to dismiss is an appropriate vehicle for relief. Smith v.

Aegon Cos. Pension Plan, 769 F.3d 922, 933 (6th Cir. 2014).

“When the parties have agreed to a valid forum-selection clause, a district court should

ordinarily transfer the case to the forum specified in that clause” and “not necessarily disrupt the

parties’ settled expectations.” Atlantic Marine, 134 S. Ct. at 581, 583. The plaintiff’s choice of

forum “merits no weight,” and “the plaintiff bears the burden of establishing that transfer to the

forum for which the parties bargained is unwarranted.” Id. at 581. Ultimately, “forum-selection

clauses should control except in unusual cases.” Id. at 582.

In this case the forum-selection clause is unambiguous and mandatory: “Jurisdiction . . . shall

be with the Marion County Superior Court in Marion County, Indiana.” Both of the claims alleged

in the complaint arise “in connection” with the agreement, including a claim for commission

payments under the terms of the agreement. Therefore, the entire complaint is subject to dismissal

under the forum selection clause. See Interamerican Trade Corp. v. Companhia Fabricadora De

Pecas, 973 F.2d 487, 490 (6th Cir. 1992).

Plaintiff Brush Controls has failed to show there is anything unusual about this case that would

warrant this court’s refusal to apply the unambiguous terms of the forum selection clause.

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ORDER

It is hereby ORDERED that Defendant’s motion to dismiss is GRANTED.

s/John Corbett O'Meara 

United States District Judge

Date: October 19, 2015

I hereby certify that a copy of the foregoing document was served upon counsel of record on

this date, October 19, 2015, using the ECF system.

s/William Barkholz 

Case Manager

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