Bradford, C.J.
Case Summary
The Sullivan Corporation (“Sullivan”) and Rabco Enterprises, LLC (“Rabco”) entered into a contract for work relating to a construction project in Noblesville. On September 24, 2019, Sullivan filed the underlying lawsuit, alleging that Rabco had breached the parties’ contract. Rabco filed a motion to dismiss, arguing that pursuant to the forum-selection clause in the parties’ contract, the proper venue for Sullivan’s lawsuit was either the state or federal courts located in Orange County, Florida. Sullivan appeals after the trial court granted Rabco’s motion to dismiss. Concluding that the parties’ forum-selection clause was void and unenforceable pursuant to Indiana Code section 32-28-3-17, we reverse and remand the matter to the trial court for further proceedings.
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This appeal centers around the question of whether the trial court erroneously enforced the forum-selection clause found in the parties’ contract. Generally, “[f]orum selection clauses—even those occurring in form contracts—are enforceable if they are reasonable and just under the circumstances and there is no evidence of fraud or overreaching such that the agreeing party would be deprived of a day in court.” Adsit Co. v. Gustin, 874 N.E.2d 1018, 1022 (Ind. Ct. App. 2007). However, Indiana Code section 32-28-3-17 provides: “[a] provision in a contract for the improvement of real estate in Indiana is void if the provision: (1) makes the contract subject to the laws of another state; or (2) requires litigation, arbitration, or other dispute resolution process on the contract occur in another state.”
In finding that the forum-selection clause was enforceable, the trial court found that “there is no evidence of fraud or overreaching, nor are there any allegations of such.” Appellant’s App. Vol. II p. 7. The trial court also determined that because Indiana Code section 32-28-3-17 “is a part of Indiana’s statutes governing mechanic’s liens,” Appellant’s App. Vol. II pp. 7–8, it would be “inappropriate for the Plaintiff to utilize the mechanic lien statute as a sword to achieve its own objective.” Appellant’s App. Vol. II p. 8. On appeal, Sullivan argues that the trial court erred in determining that Indiana Code section 32-28- 3-17 applies only in the context of mechanics liens. Thus, at issue in this appeal is the proper interpretation of Indiana Code section 32-28-3-17.
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Furthermore, a reading of various sections that fall under Indiana Code chapter 32-28-3 reveals that the General Assembly had the ability and forethought to use language limiting the various sections of Indiana Code chapter 32-28-3 to the protection/enforcement of liens when the General Assembly intended that result. For example, both Indiana Code section 32-28-3-16 and Indiana Code section 32-28-3-18 specifically reference liens. The General Assembly, however, did not reference liens or use any language limiting application of the statute to situations involving liens in codifying Indiana Code section 32-28-3- 17. The General Assembly could easily have included such limiting language had that been its intent. See Ansert Mech. Contractors, Inc. v. Ansert, 690 N.E.2d 305, 308 (Ind. Ct. App. 1997) (“Had the legislature intended such a limitation, it could have easily done so with slight modification to the wording of the statute.”). Thus, one may reasonably infer that the General Assembly did not intend to limit application of Indiana Code section 32-28-3-17 to situations involving mechanics liens.
Given that the General Assembly did not include language limiting the application of Indiana Code section 32-28-3-17 to situations involving mechanics liens, we conclude that the statute should be read broadly to apply to all contracts for the improvement of real estate in Indiana. As such, we further conclude that the trial court erred in finding both that Indiana Code section 32- 28-3-17 did not apply to the parties’ contract and that the forum-selection clause was valid and enforceable.
The judgment of the trial court is reversed, and the matter remanded for further proceedings.
Kirsch, J., and May, J., concur.