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St. Louis Motorsports, LLC v. Gay

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

January 25, 2018

ST. LOUIS MOTORSPORTS, LLC, Plaintiff,
v.
GAY, JR., ET AL., Defendants.

          MEMORANDUM AND ORDER

          PATRICIA L. COHEN UNITED STATES MAGISTRATE JUDGE.

         This matter is before the Court on Defendant Pro Motorsports, LLC's motion to dismiss for improper venue pursuant to the doctrine of forum non conveniens.[1] (ECF No. 16). Plaintiff St. Louis Motorsports, LLC, d/b/a STL Motorcars (“STL Motorcars”) opposes the motion. (ECF No. 20). For the reasons stated below, the Court denies the motion.[2]

         Factual and Procedural Background

         STL Motorcars filed this case in the Circuit Court of the County of St. Louis (ECF No. 5), and Defendant Rudy Gay, with the consent of Pro Motorsports, removed the action to this Court. (ECF No. 2). The facts, as alleged in the petition, are as follows:

STL Motorcars is a Missouri limited liability company that buys, sells, trades, and repairs high-end, luxury vehicles. (ECF No. 5 at ¶ 2). Pro Motorsports, also a Missouri limited liability company, represents professional athletes, executives, and companies in transactions in the exotic and luxury car market. (Id. at ¶ 4). In November 2013, Pro Motorsports represented Mr. Gay, a professional basketball player, in the purchase of a 2013 Rolls Royce Phantom Coupe (“Phantom”). (Id. at ¶¶ 6, 9, 10). When Mr. Gay took possession of the Phantom, it was “in pristine condition and had no damage to it whatsoever.” (Id. at ¶ 11).

         In February 2016, Pro Motorsports, acting as Mr. Gay's agent, offered to sell the Phantom back to STL Motorcars. (Id. at ¶ 15). Pro Motorsports assured STL Motorcars that the Phantom was in “perfect” and “like new” condition, and a March 2016 CarFax vehicle history report and warranty check revealed no accidents or damages. (Id. at ¶¶ 16, 17). STL Motorcars repurchased the Phantom on March 4, 2016 for $250, 000. (Id. at ¶19).

         The Phantom remained in STL Motorcars' inventory and, in April 2017, STL Motorcars obtained a new CarFax vehicle history report and warranty check. (Id. at ¶¶ 20-21). The April 2017 CarFax report stated that in July 2015, the Phantom sustained extensive damage to its undercarriage. (Id. at ¶ 22). STL Motorcars alleges that “[d]ue to the Phantom's damage history and Defendants' concealment and misrepresentations, STL Motorcars has been unable to sell the Phantom.” (Id. at ¶ 27).

         In its petition, Plaintiff alleges claims for fraud (Count I) and negligent misrepresentation (Count II) and seeks damages “in an amount exceeding $25, 000.”[3] (Id.). Pro Motorsports moved to dismiss the case for improper venue pursuant to the doctrine of forums non conveniens. (ECF No. 16). Pro Motorsports argues that the parties are bound by the forum-selection clause contained in a bill of sale (“Arizona bill of sale”), which stated: “Arizona will be the venue for any and all disputes with said vehicle sold ‘as is - not expressly warranted or guaranteed.'” (Id. quoting ECF No. 17-1). Pro Motorsports acknowledges that its copy of the bill of sale does not contain STL Motorcars' signature but argues that “[a] signature is not required in order to show mutuality or assent to the terms of a writing.” (ECF No. 17 at 5 n.2 (quoting Heritage Roofing, LLC v. Fischer, 164 S.W.3d 128, 134 (Mo.App.E.D. 2005)).

         In support of its motion to dismiss, Pro Motorsports presents a copy of the Arizona bill of sale containing the signature of Pro Motorsports' sole member, Jim Lewis. (ECF No. 17-1). The space for “Buyer's Signature” is blank. (Id.). Pro Motorsports also presents the certificate of title (ECF No. 17-2), signed by both parties, and a “Second Declaration of Jim Lewis, ” in which he declares that: all “aspects of the negotiations, agreement, and sale with [STL Motorcars] emanated out of Arizona”; Pro Motorsports sent the Arizona bill of sale and certificate of title “along with the Phantom to effectuate the sale”; and STL Motorcars agreed to the purchase of the Phantom, endorsed the certificate of title, and “never objected to any of the terms set forth in the Bill of Sale prior to its performance under the contract.” (ECF No. 17-3).

         STL Motorcars opposes Pro Motorsports' effort to enforce the forum-selection clause arguing that the Arizona bill of sale was “unexecuted, undelivered and unenforceable.” (ECF No. 20). STL Motorcars further argues that venue in the Eastern District of Missouri is proper because: Defendants' alleged fraud and misrepresentations were “made in the course of a transaction entered into by STL Motorcars and Pro Motorsports, both Missouri entities” and “[n]early all of the witnesses and evidence, including the car itself, are located in Missouri.” (ECF No. 20 at 2).

         With its memorandum in opposition to the motion to dismiss, STL Motorcars presents a Missouri Department of Revenue Bill of Sale Form 1957 (“Missouri bill of sale”), executed by both STL Motorcars and Pro Motorsports. (ECF Nos. 20, 20-1). The Missouri bill of sale does not contain a forum -selection clause. In addition, STL Motorcars provided copies of emails exchanged between Mr. Lewis and Leigha Wilkerson, STL Motorcars' business manager. (ECF No. 20-2 at 1-7). The emails reveal that Ms. Wilkerson sent Mr. Lewis a copy of the Missouri bill of sale for his signature on February 25, 2016, and Mr. Lewis returned the signed Missouri bill of sale three days later (Id.).

         STL Motorcars also presents declarations of: Graham Hill, a principal and officer of STL Motorcars; and Brian Tull, the STL Motorcars salesperson primarily responsible for the purchase of the Phantom. (ECF Nos. 20-1 at 1-4; 20-2 at 1-3). Mr. Hill averred that neither he “nor anyone else at STL Motorcars has ever seen or received [the Arizona bill of sale] from Pro Motorsports.” (ECF No. 20-1 at ¶ 7). Mr. Hill further stated that STL Motorcars “would not have agreed to any agreement or contract with Pro Motorsports regarding the Phantom that required an Arizona venue, ” and the “actual Bill of Sale for Pro Motorsports' sale of the Phantom to STL Motorcars is an executed, mandatory Missouri Department of Revenue Form 1957, which Mr. Lewis executed and returned to STL Motorcars on or about February 28, 2016.” (Id. at ¶¶ 11-12). Mr. Tull attested that the parties never discussed the venue of Arizona, the bill of sale executed for the Phantom was the Missouri bill of sale, and the Arizona bill of sale “was not sent, provided or delivered to STL Motorcars with the Phantom.” (ECF No. 20-2 at ¶¶ 5, 8, 12-13).

         Legal Standard

         The doctrine of forum non conveniens is the proper mechanism to enforce a forum- selection clause that implicates a different state or foreign forum. Atlantic Marine Const. Co.,Inc. v. U.S. Dist. Court for the W. Dist. of Tex., 134 S.Ct. 568, 580 (2013). The doctrine of forum non conveniens permits ...


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