FROM THE CIRCUIT COURT OF JACKSON COUNTY The Honorable Marco
A. Roldan, Circuit Judge
FISCHER, CHIEF JUSTICE ALL CONCUR.
Reed appeals the circuit court's dismissal of his
petition seeking declaratory relief, injunctive relief, and
damages against his former employer, The Reilly Company, LLC.
The circuit court's judgment is affirmed.
and Procedural History
being terminated, Reed filed an action against Reilly Co. in
Jackson County circuit court, essentially seeking: (1) a
declaration that his employment agreement with Reilly Co. is
"void and of no effect"; (2) an injunction
prohibiting Reilly Co. "from enforcing, or attempting to
enforce" or "from seeking, or attempting to seek,
to enforce" the agreement; (3) damages for
misrepresent[ing] and/or conceal[ing]" the allegedly
illusory nature of the agreement; and (4) damages for
allegedly wrongfully withholding commissions from Reed.
See §§ 407.912-.913, RSMo Supp. 2013.
Co. moved to dismiss on the sole ground that Reed's
agreement contains a forum selection clause, which provides:
Governing Law, Jurisdiction and Venue. This
Agreement shall be construed according to and governed by the
laws of the State of Kansas. In the event of a dispute, the
Parties agree that the sole proper jurisdiction and venue to
interpret and enforce any and all terms of the Agreement
shall be the District Court of Johnson County, Kansas.
circuit court sustained the motion and dismissed Reed's
petition "without prejudice to the bringing of a future
action in the jurisdiction and venue selected by the contract
of the parties." Reed appealed,  and after opinion by the
court of appeals, this Court sustained transfer pursuant to
article V, section 10 of the Missouri Constitution.
of a circuit court's order granting a motion to dismiss
is de novo." Gibbons v. J. Nuckolls,
Inc., 216 S.W.3d 667, 669 (Mo. banc 2007). Reilly Co.
only moved to dismiss the petition on the basis of the forum
selection clause, and the circuit court granted the motion
solely on that basis. "When . . . the circuit court does
not specify reasons for dismissing a petition, [this C]ourt
presumes that the circuit court's judgment is based on
one of the reasons stated in the motion to dismiss."
State ex rel. Heartland Title Servs. v. Harrell, 500
S.W.3d 239, 241 n.2 (Mo. banc 2016). "The judgment of
the circuit court will be affirmed if the dismissal is
justified on any ground alleged in the motion."
Armstrong-Trotwood, LLC v. State Tax Comm'n, 516
S.W.3d 830, 835 (Mo. banc 2017).
dispositive issue in this appeal is whether the circuit court
erred in enforcing the forum selection clause in the
agreement and dismissing the petition without prejudice. Reed
argues the circuit court erred in dismissing his petition
because the forum selection clause did not include precise
language requiring his claims for damages based on common law
tort theories and his statutory claims for damages based on
the Merchandising Practices Act ("MPA") to be
litigated in Johnson County, Kansas, and the forum selection
clause expressly applies only to claims seeking to
"interpret and enforce" the terms of the agreement,
but Reed is not seeking to enforce any of the terms of the
a forum selection clause that by its terms applies to
contract actions also reaches non-contract claims
'depends on whether resolution of the claims relates to
interpretation of the contract.'" Major v.
McCallister, 302 S.W.3d 227, 231 (Mo. App. 2009)
(quoting Manetti-Farrow, Inc. v. Gucci Am., 858 F.2d
509, 514 (9th Cir. 1988)). Although Reed's claims were
not expressly based upon the agreement, resolution of his
claims would necessarily require an inquiry into the terms
and enforceability of the agreement. Resolution of his claims
depends upon an interpretation of the agreement. Enforcement
of the agreement could also result in a finding by the
reviewing court that the agreement does not preclude Reed
from raising his claims.
further argues the circuit court erred in dismissing his
petition because his employment with Reilly Co. was "at
will, " no additional consideration was given in
exchange for the forum selection clause, and Reilly Co.
materially breached the agreement. Reed essentially argues
that, before the circuit court could dismiss his petition, it
was required to determine whether the agreement was valid and
enforceable and whether the outbound ...