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Black Hills Truck & Trailer, Inc. v. Mac Trailer Manufacturing, Inc.

United States District Court, D. South Dakota, Southern Division

November 6, 2014



KAREN E. SCHREIER, Chief District Judge.

Defendant, MAC Trailer Manufacturing, Inc., moved the court to dismiss the complaint in this matter for improper venue or alternatively to transfer this case to the Northern District of Ohio. Plaintiff, Black Hills Truck & Trailer, Inc., opposed that motion. On April 14, 2014, the court entered an order denying the alternative motions. MAC now moves the court to reconsider its ruling, or alternatively to certify an interlocutory appeal. MAC bases its argument on the Supreme Court's decision in Atlantic Marine Constr. Co. v. U.S. Dist. Ct. for the W. Dist. of Tex., 134 S.Ct. 568 (2013). For the following reasons, MAC's motion to reconsider is denied, and MAC's motion for certification for interlocutory appeal is granted.


Black Hills, a South Dakota corporation and a wholly owned subsidiary of North American Truck & Trailer, Inc., is headquartered in Sioux Falls, South Dakota. MAC, an Ohio corporation, manufactures commercial trucks and vehicles. In late 2012, Black Hills and MAC entered into a distributor selling agreement that granted Black Hills franchisee and dealer rights for the sale of certain MAC vehicles within an area of responsibility, which included seven counties in South Dakota and twelve counties in Nebraska. The agreement included a choice of law provision and a forum-selection clause, which read as follows:

17. [Black Hills] acknowledges and agrees that the parties entered into this Agreement in Alliance, Ohio. This Agreement and performance hereunder shall be governed by, and construed in accordance with, as to all matters, including, without limitation, validity, construction, applicability, and effect, the laws of the State of Ohio, U.S.A. Any and all proceedings relating to the subject matter hereof shall be maintained in the local courts of Stark County, Ohio, or the federal district court sitting in the Northern District of Ohio, Akron, Ohio, which court shall have exclusive jurisdiction for such purpose. [Black Hills] waives any defense of lack of personal jurisdiction in these courts.

Docket 1-1 at 16. The agreement also included notice periods for modification and termination of the agreement. Id. at 15.

In the summer of 2013, a dispute arose regarding the territories in which Black Hills was allowed to sell MAC products. Black Hills filed this suit in state court in South Dakota, alleging state-law claims and a violation of the Robinson-Patman Act, 15 U.S.C. § 13 et seq. Docket 1-1 at 11. After removing the action to federal court, MAC sought to enforce the forum-selection clause by moving to dismiss the complaint for improper venue under Rule 12(b)(3) or, alternatively, to transfer the case pursuant to 28 U.S.C. § 1404(a).

Following the submission of the briefs on the motion, the Supreme Court handed down its decision in Atlantic Marine. That decision clarified the proper procedural mechanism for enforcing a forum-selection clause. Atlantic Marine, 134 S.Ct. at 577-80. Atlantic Marine also emphasized that a valid forumselection clause should be given controlling weight in most situations, and the Supreme Court provided an altered test to apply in those circumstances. Id. at 581-82.

This court found that the forum-selection clause between MAC and Black Hills was not enforceable. Docket 9. The court applied federal law, relying in particular on Union Electric Co. v. Energy Insurance Mutual Ltd., 689 F.3d 968 (8th Cir. 2012), and M/S Bremen v. Zapata Off-Shore Co., 407 U.S.1 (1972). Additionally, the court examined SDCL 32-6B-49.1, which prohibits forumselection clauses in vehicle franchise agreements.[1] Ultimately, the court found that the forum-selection clause contravened a strong public policy of the state of South Dakota and was therefore unenforceable under Eighth Circuit precedent. Because the forum-selection clause was unenforceable, the court engaged in a standard § 1404(a) analysis and determined that transfer was not appropriate under the facts of this case.


The Federal Rules of Civil Procedure generally do not recognize uniform standards for a court to analyze a motion to reconsider. In this case, MAC did not bring its motion pursuant to a particular rule. Federal Rule of Civil Procedure 54(b) provides that "any order or other decision... that adjudicates fewer than all the claims or the rights and liabilities of fewer than all the parties... may be revised at any time before the entry of a judgment adjudicating all the claims and all the parties' rights and liabilities." Under Rule 54(b), [2] district courts have "the inherent power to reconsider and modify an interlocutory order any time prior to the entry of judgment." K.C. 1986 Ltd. P'ship v. Reade Mfg., 472 F.3d 1009, 1117 (8th Cir. 2007) (quotation and citation omitted). While the specific standard for a motion made under Rule 54(b) is unclear, generally courts have found the standard "to be less exacting than would be a motion under Federal Rule of Procedure 59(e), which in turn is less exacting than the standards enunciated in Federal Rule of Procedure 60(b)." Colombe v. Rosebud Sioux Tribe, 835 F.Supp.2d 736, 750 (D.S.D. 2011) (quotation and citation omitted); see also Doctor John's, Inc. v. City of Sioux City, Ia., 438 F.Supp.2d 1005, 1027 (N.D. Iowa 2006).

Although the court's reconsideration of interlocutory orders might be less rigorous than that of final orders for Rule 59(e) or 60(b), courts "should look to the kinds of consideration under those rules for guidance." Doctor John's, 438 F.Supp.2d at 1027 (quotation and citation omitted). Like other motions to reconsider, "[i]t is generally held that a court may amend or reconsider any ruling under Rule 54(b) to correct any clearly or manifestly erroneous findings of facts or conclusions of law." Jones v. Casey's Gen. Stores, 551 F.Supp.2d 848, 854 (S.D. Iowa 2008) (quotations and citation omitted).


I. Transfer Under 28 U.S.C. ...

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