Aries Fire Protection, Inc. v. Tutor Perini/Parsons Joint Venture, J.V.

Background

Aries Fire Protection, Inc. brought a breach-of-contract case against Tutor Perini/Parsons Joint Venture, J.V. The dispute arose from a subcontract under which Aries agreed to furnish and install fire-protection construction work for a new terminal at Newark International Airport, with Tutor/Parsons serving as the contractor. Aries alleged that Tutor/Parsons materially increased the scope of the work after the subcontract was signed but refused to pay additional fees.

Tutor/Parsons moved to dismiss based on a forum-selection clause—a contract term identifying where a lawsuit must be brought. Section 2(E) of the subcontract stated that “[a]ll other claims or disputes between the parties shall be decided by the appropriate New York State Court in the County of Westchester.”

Court’s Analysis

The court applied the Second Circuit’s four-part test for forum-selection clauses. The court concluded that the provision was communicated to Aries, was mandatory because it used the word “shall,” and covered the claims and parties in this dispute. The court also found that Aries had not shown that enforcing the provision would be unreasonable or unjust or that it was invalid because of fraud or overreaching.

The court rejected Aries’s argument that Section 2(E) conflicted with Section 12, which stated that venue would lie in Westchester County and that the parties agreed to the jurisdiction of New York courts. The court read the provisions together: Section 12 identified New York courts generally, while Section 2(E) imposed the more specific requirement that covered claims be brought in New York State Court in Westchester County.

The court also rejected Aries’s arguments that the clause was not reasonably communicated because it appeared within a long paragraph and that it was unclear who the contract’s “parties” were or which disputes were covered. The court stated that the contract referred to Aries and Tutor/Parsons as the signatories and that the clause’s reference to “[a]ll other claims and disputes between the parties” included this dispute.

Disposition

The court dismissed the case without prejudice to refiling in a New York State Court in Westchester County. The Clerk was directed to terminate Tutor/Parsons’s motion to dismiss, ECF No. 41, and close the case. Because the court resolved the case on the forum-selection clause, it did not consider Tutor/Parsons’s other arguments for dismissal.