David, J.
Both of the cases before us today present the same issue. That is, whether for the purposes of determining preferred venue pursuant to Trial Rule 75(A)(4), an organization with a location in the State of Indiana is considered to have a “principal office” at the address of its registered agent. Finding that a domestic organization’s actual principal office and not the location of its registered agent is the appropriate preferred venue, we affirm the trial court in Morrison and reverse the trial court in Noel. Further, we hold that in light of new business corporation statutes, the location of the registered agent no longer determines preferred venue for either domestic or foreign corporations.
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Indiana Trial Rule 75(A) provides a list of preferred venues for initiating a suit. One those is the “county where [ ] the principle office of a defendant organization is located.” T.R. 75(A)(4). In 2006, this Court issued an opinion in American Family Ins. Co. v. Ford Motor Co., 857 N.E.2d 971, 972 (Ind. 2006) determining, as a matter of first impression, that for domestic or foreign corporations doing business in Indiana, the principle office was its corporation’s registered office in Indiana. However, while the introduction to the opinion discusses application of this rule to domestic corporations, the rest of the opinion addresses only its application to foreign entities. For instance, the opinion states: “we grant transfer to attempt to clarify the venue rules applicable to suits against foreign corporations. . .” Id. at 973. And further, the discussion of the matter ends with: “We conclude that defendant Ford has a principal office in the state for venue purposes. The same is true of all foreign corporations qualified to do business in Indiana in compliance with the Business Corporation Act.” Id. at 975. There’s no mention or analysis with regard to domestic corporations aside from a brief mention of them in the beginning of the opinion. Nevertheless, our Court of Appeals later addressed this issue in CTB, Inc. v. Tunis, 95 N.E.3d 185, 189 (Ind. Ct. App. 2018) with regard to domestic corporations and relying on American Family, applied the same rule, finding the registered agent address provided the county of preferred venue.
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Plaintiffs in both cases here argue that the rule set forth in American Family/CTB means that in their suits, Marion County is the preferred venue because that is where at least some of the defendants’ registered agents are located. However, we decline to apply American Family to the facts and circumstances of these cases. As discussed above, American Family focused on foreign corporations. Because these corporations do not have a principal place of business in this State, it makes sense to use the office of the registered agent as a preferred venue. However, for domestic corporations this rule makes little sense. As defendants aptly point out, following this rule means that almost all corporations in Indiana would fall under Marion County as the preferred venue because this is where commonly used registered agent CT Corporation is located. CTB applied the rule from American Family to both domestic and foreign corporations without analysis about domestic corporations. Also, CTB’s registered agent was in the same county as its physical office unlike the facts and circumstances here. Thus, we decline to apply American Family or CTB to the present cases, where the corporations at issue are domestic and the registered agent is in a different county than the actual principal executive office of the corporation.
Further, we find that the new statutes are applicable to both foreign and domestic corporations and that these statutes do not conflict with our trial rules. Trial Rule 75(A)(4) does not state anything regarding a registered agent; instead, it provides that the location of a “principal office” is a preferred venue. It is the definition of “principle office” that decides the outcome here. Pursuant to Indiana Code section 23-0.5-1.5-29, a corporation’s principle office is no longer tied to the registered agent for either domestic or a foreign corporations doing business in Indiana. Also, Indiana Code section 23-0.5-4-12 provides that the registered agent location does not determine venue. American Family was premised on statutory provisions that were not simply amended to change terminology: they have been completely repealed and replaced. Accordingly, it is no longer controlling law.
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Conclusion
We hold that a domestic organization’s actual principal office and not the location of its registered agent is the appropriate preferred venue. Further, we hold that in light of new business corporation statutes that define “principal office” and provide that the registered agent’s location does not determine venue, the location of the registered agent no longer determines preferred venue for either domestic or foreign corporations. We affirm the trial court in Morrison and reverse the trial court in Noel and remand both for further proceedings.
Rush, C.J., Massa and Goff, JJ., concur.
Slaughter, J., dissents with separate opinion.
Slaughter, J., dissenting.
The Court holds that a defendant organization’s “principal office” for preferred-venue purposes should be the county where it maintains its headquarters, not where its registered agent is located. As a policy matter, that outcome makes eminent sense to me, especially in light of recent changes to Indiana’s business-organizations law. I am unable to join the Court’s opinion, however, because the better way to effectuate that policy change is by formally amending our trial rules and not reinterpreting them by judicial fiat with retroactive application. But until that happens— until we amend our rules to provide for such change—I would continue to follow the understanding of “principal office” that has prevailed for nearly fifty years. On this record, that means both plaintiffs should be able to proceed with their respective suits in Marion County. Thus, I would affirm the trial court in Noel and reverse in Morrison.
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