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Central Bank of St. Louis v. NEC Amarillo Emergency Center

United States District Court, E.D. Missouri, Eastern Division

October 30, 2017

CENTRAL BANK OF ST. LOUIS, Plaintiff,
v.
NEC AMARILLO EMERGENCY CENTER, et al., Defendants.

          MEMORANDUM AND ORDER

          E. RICHARD WEBBER SENIOR UNITED STATES DISTRICT JUDGE.

         This matter comes before the Court on Defendants' Motion to Dismiss or in the Alternative to Transfer Venue to the Southern District of Texas [10].

         I. BACKGROUND

         Defendant Neighbors Health System, Inc., (“Neighbors”) owns and manages twenty-nine emergency centers throughout Texas.[1] Between May 2015 and September 2016, Neighbors entered into multiple agreements with 3i International to lease IT equipment and services for use in both Neighbors' headquarters and in its emergency centers. Three of these lease agreements were sold, assigned, and transferred to EverBank Commercial Finance, Inc., (“Everbank”). These three assigned lease agreements include: (1) a value lease agreement numbered 20206873, dated August 11, 2015; (2) a master equipment lease agreement numbered 41261960, dated September 14, 2015; and (3) a master equipment lease agreement numbered 41395501, dated July 14, 2016. Everbank subsequently sold, assigned, and transferred these three lease agreements to Central Bank of St. Louis (“Central Bank”).

         All three lease agreements contain a forum selection provision. The two master equipment lease agreements contain the following provision, in part:

IF THE LESSOR OR ITS ASSIGNEE SHALL COMMENCE ANY JUDICIAL PROCEEDING IN RELATION TO ANY MATTER ARISING UNDER A LEASE, LESSEE IRREVOCABLY AGREES THAT ANY SUCH MATTER MAY BE ADJUDGED OR DETERMINED IN ANY COURT OR COURTS IN THE STATE OF LESSOR'S OR ITS ASSIGNEE'S PRINCIPAL PLACE OF BUSINESS, OR ANY COURT OR COURTS IN THE LESSEE'S STATE OF RESIDENCE, OR IN ANY COURT HAVING JURISDICTION OVER THE LESSEE OR THE LESSEE'S ASSETS, ALL AT THE SOLE DISCRETION OF THE LESSOR. LESSEE HEREBY IRREVOCABLY SUBMITS GENERALLY AND UNCONDITIONALLY TO THE JURISDICTION OF ANY SUCH COURT SO ELECTED BY LESSOR IN RELATION TO SUCH MATTERS.

         The value lease agreement contains the following provision, in part:

You consent to jurisdiction and venue of any state or federal court in the state of the Lessor or its assignee has its principal place of business and waive the defense of inconvenient forum.

         All three lease agreements also contain language regarding assignment of the lease agreements. The two master lease equipment agreements contain the following provision, in part:

ASSIGNMENT… Lessor may, without notifying Lessee, sell, assign, or transfer this Lease and Lessor's rights to the Equipment. Lessee agrees that the new owner will have the same rights and benefits that Lessor has now under this Lease but not Lessor's obligations.

         The value lease agreement contains the following provision, in part:

ASSIGNMENT … We may sell, assign, or transfer this Agreement without notice. You agree that if we sell, assign, or transfer this Agreement, our assignee will have the same rights and benefits that we have now and will not have to perform any of our obligations. You agree that the new Lessor will not be subject to any claims, defenses, or offsets that you may have against us.

         Neighbors alleges it conducted an internal audit in early 2017, which revealed “outrageous costs associated with the 3i Agreements, the double billing, the discrepancy between what was quoted and what was provided and other significant issues.” As a result, Neighbors stopped payment on the leases “until an accounting and reconciliation can be completed.” On May 11, 2017, Neighbors filed an action in state court in Harris County, Texas, (“Texas Action”) against 3i International and EverBank alleging claims of fraud, breach of contract, unjust enrichment and equitable estoppel relating to the three leases. On June 28, 2017, Neighbors filed an amended petition to include claims against additional defendants, including Central Bank, to the extent that such defendants were found to be assignees of the lease. On August 7, 2017, Central Bank filed its Special Appearance Objecting to Personal Jurisdiction pursuant to Texas Rule of Procedure 120a, [2] arguing the Texas court did not have personal jurisdiction over Central Bank because the underlying leases include forum selection clauses and Central Bank does not have minimum contacts in Texas.

         On August 4, 2017, Central Bank initiated this action against Neighbors claiming breach of contract with respect to all three leases because Neighbors improperly defaulted on its lease obligations. Central Bank requests $2, 115, 221.02, the amount allegedly indebted to Central Bank, plus prejudgment interest at the rate of ...


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