United States District Court, E.D. Missouri, Eastern Division
ST. LOUIS MOTORSPORTS, LLC, Plaintiff,
GAY, JR., ET AL., Defendants.
MEMORANDUM AND ORDER
PATRICIA L. COHEN UNITED STATES MAGISTRATE JUDGE.
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. (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
and Procedural Background
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
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).
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).
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).
petition, Plaintiff alleges claims for fraud (Count I) and
negligent misrepresentation (Count II) and seeks damages
“in an amount exceeding $25, 000.” (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)).
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).
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).
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.).
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).
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 ...