                                                                            FILED
                                                                       Oct 17 2019, 10:03 am

                                                                            CLERK
                                                                        Indiana Supreme Court
                                                                           Court of Appeals
                                                                             and Tax Court




ATTORNEYS FOR APPELLANTS                                   ATTORNEYS FOR APPELLEES
CADORATH AEROSPACE                                         Frederick R. Hovde
LAFAYETTE, LLC, AND CADORATH                               Nicholas C. Deets
AEROSPACE, INC.                                            William F. Eckhart
Douglas B. Bates                                           Hovde Dassow & Deets, LLC
Chelsea R. Stanley                                         Indianapolis, Indiana
Stites & Harbison PLLC
Jeffersonville, Indiana
ATTORNEYS FOR APPELLANT
H-S TOOL & PARTS, INC.
Pfenne P. Cantrell
Jennifer M. Van Dame
Indianapolis, Indiana



                                            IN THE
    COURT OF APPEALS OF INDIANA

Cadorath Aerospace Lafayette,                              October 17, 2019
LLC, Cadorath Aerospace, Inc.,                             Court of Appeals Case No.
and H-S Tool & Parts, Inc.,                                18A-CT-2953
  Appellants-Defendants,                                   Appeal from the Marion Superior
                                                           Court
Rolls-Royce Corporation, Inc.,                             The Honorable Patrick J. Dietrick,
  Defendant,                                               Judge
                                                           Trial Court Cause No.
        v.                                                 49D12-1703-CT-9915

Colleen Ricks, as the Personal
Representative of the Estate of
Brandon Seth Ricks; Cynthia

Court of Appeals of Indiana | Opinion 18A-CT-2953 | October 17, 2019                            Page 1 of 17
      Cobb, as Executrix of the Estate
      of Steven Wallace Cobb; and
      Brendan Mullen,
      Appellees-Plaintiffs




      Baker, Judge.


[1]   Following a helicopter crash in 2015, Colleen Ricks, Cynthia Cobb, and

      Brendan Mullen (the Accident Victims) sued Cadorath Aerospace Lafayette,

      LLC and Cadorath Aerospace, Inc. (the Cadorath Defendants), along with H-S

      Tool & Parts, Inc. (H-S Tool), and the Rolls-Royce Corporation, Inc. (Rolls-

      Royce), in Indiana. The Accident Victims alleged that the collective Appellants

      negligently repaired the helicopter engine, causing the crash. The Cadorath

      Defendants and H-S Tool moved to dismiss for lack of personal jurisdiction,

      arguing that they did not have sufficient minimum contacts with the state of

      Indiana. The trial court summarily denied their motions.


[2]   In this consolidated interlocutory appeal, the Cadorath Defendants and H-S

      Tool contend that the trial court erred when it denied their motions to dismiss

      for lack of personal jurisdiction, arguing that (1) the Cadorath Defendants and

      H-S Tool did not automatically consent to jurisdiction in Indiana simply

      because there is a forum-selection clause or an indemnity provision in an

      unrelated contract; (2) there are insufficient minimum contacts between the

      Court of Appeals of Indiana | Opinion 18A-CT-2953 | October 17, 2019    Page 2 of 17
      Cadorath Defendants, H-S Tool, and the state of Indiana to establish specific

      personal jurisdiction; and (3) even if there are sufficient minimum contacts,

      Indiana’s jurisdiction over this case would be unreasonable and would offend

      traditional notions of fair play and substantial justice. Finding that there are

      insufficient minimum contacts to establish personal jurisdiction, we reverse.


                                                      Facts       1



                                        The Parties and the Accident

[3]   The Cadorath Defendants—Cadorath Aerospace Lafayette, LLC (Cadorath

      LLC) and Cadorath Aerospace, Inc. (Cadorath, Inc.)—are entities that fix and

      repair helicopter engine parts. Cadorath LLC conducts its services at a repair

      facility in Louisiana and is organized under the laws of Louisiana.

      Additionally, its principal place of business is in Louisiana. Its sole member is a

      Canadian corporation. Cadorath, Inc., conducts its services at a repair facility

      in Winnipeg, Canada, and its principal place of business is also in Winnipeg.

      Neither organization provides repair or maintenance services in Indiana. They

      have no agents or employees in Indiana, they have no facilities or property in

      Indiana, they do not advertise services in Indiana, they are not registered to do

      business in Indiana, and less than one percent of their revenue comes from

      services provided to entities located in Indiana.




      1
        We held oral argument in this case on September 17, 2019, in Indianapolis. We thank both parties for their
      stimulating discussion and excellent oral advocacy.

      Court of Appeals of Indiana | Opinion 18A-CT-2953 | October 17, 2019                             Page 3 of 17
[4]   H-S Tool is a Canadian corporation—established under the laws of British

      Columbia—that repairs and services helicopter engine components. Its sole

      place of business is in British Columbia, and it is not registered to do business in

      Indiana. H-S Tool does not have a mailing address, office, or any employee that

      resides in Indiana, and it does not have any property in or fiduciary tie to

      Indiana aside from the infrequent transaction with an Indiana business entity.

      Also, there are no H-S Tool distributors, agents, or warehouses in Indiana.


[5]   Rolls-Royce2 is an Indiana corporation that predominantly manufactures luxury

      automobiles. However, in the context of this appeal, Rolls-Royce writes and

      publishes manuals and other technical documents concerning helicopter

      engines—including the one pertinent to this case. It also manufactures

      helicopter engines. Its principal place of business is in Indianapolis.


[6]   The Accident Victims include Colleen Ricks, as personal representative of

      Brandon Ricks, who died in the helicopter accident; Cynthia Cobb, as executrix

      of the estate of Steven Cobb, who also died in the helicopter accident; and

      Brendan Mullen, who was severely injured in the accident. Brandon and

      Colleen Ricks were residents of Oklahoma, Steven and Cynthia Cobb were

      residents of Mississippi, and Brendan Mullen is a resident of Montana.




      2
        Rolls-Royce did not move to dismiss for lack of personal jurisdiction and is, therefore, not a party to this
      interlocutory appeal. However, its involvement with this case is crucial to our legal analysis.

      Court of Appeals of Indiana | Opinion 18A-CT-2953 | October 17, 2019                                 Page 4 of 17
[7]   The accident occurred on March 30, 2015, in Saucier, Mississippi, after the

      Rolls-Royce Model 250 helicopter engine allegedly failed. The Accident

      Victims claim that the Cadorath Defendants and H-S Tool performed negligent

      repair work on the outer combustion case (OCC) of the Rolls-Royce engine

      sometime after an OCC overhaul in 2003.


                              The Cadorath Defendants and Rolls-Royce

[8]   On March 15, 2004, Cadorath, Inc., entered into an Authorized Repair Facility

      agreement (ARF) with Rolls-Royce. Cadorath LLC did the same with Rolls-

      Royce on March 31, 2005. These ARFs contemplated that the two entities

      would work together in the future to develop repair processes and to complete

      off-manual repairs at these facilities. Included in these ARFs was an indemnity

      provision that states, in pertinent part, as follows:


              The Repair Facility agrees to indemnify and hold ROLLS-
              ROYCE harmless from any and all claims, demands, suits,
              judgment or causes of action for or on account of injury to or
              death of persons or loss or damage to property arising from the
              performance by the Repair Facility of the Repair Process except to
              the extent caused by the negligence or other wrongful act of
              ROLLS-ROYCE.


      Appellants’ Joint App. Vol. IV p. 151 (emphases in original). These ARFs were

      in effect at the time the Accident Victims allege the negligent repairs took place.

      There is no evidence showing that Cadorath, Inc., ever worked on OCC

      repairs, and the evidence shows that Cadorath LLC only ever worked on OCC

      repairs in 2006 and 2008 in Lafayette, Louisiana. Additionally, Rolls-Royce has

      not asserted an indemnity claim against the Cadorath Defendants. Cadorath

      Court of Appeals of Indiana | Opinion 18A-CT-2953 | October 17, 2019      Page 5 of 17
       LLC utilized a repair process instruction sheet (RPIS) that followed Rolls-

       Royce’s overhaul manual and utilized Parts Repair Procedures Letters (PRPL)

       for recommended repairs. Cadorath LLC accessed these Rolls-Royce materials

       through an online search in Louisiana. The Cadorath Defendants did not create

       these RPIS, PRPLs, or manuals, nor did they work in tandem with Rolls-Royce

       to develop them. Rather, Cadorath LLC followed these procedures when

       making repairs, as it was obligated to do under federal law.


[9]    In February 2010, the Cadorath Defendants entered into new ARFs with Rolls-

       Royce, which both included a forum-selection clause. That clause reads as

       follows:


               The parties hereby agree that all suits, actions, proceedings,
               litigation, disputes or claims relating to or arising out of this
               Agreement shall be brought and tried in the Superior or Circuit
               Court of Marion County, Indiana or the United States District
               Court for the Southern District of Indiana, Indianapolis Division.
               In this regard, the parties hereby . . . (b) irrevocably consent to service
               of process and to the jurisdiction and venue of any of such courts, and (c)
               irrevocably waive any claim of inconvenient forum if any such
               suit, claim, proceeding, litigation, dispute or claim has been filed,
               brought or made in either of such courts.


       Id. at 207 (emphasis added).


                                          H-S Tool and Rolls-Royce

[10]   In 2000, H-S Tool entered into an ARF, Technical Assistance, and Non-

       Disclosure Agreement with Rolls-Royce. This agreement stipulated that H-S

       Tool would pay “Technical Assistance Fees” to Rolls-Royce for certain repairs

       of Rolls-Royce components by H-S Tool. The agreement was finalized on
       Court of Appeals of Indiana | Opinion 18A-CT-2953 | October 17, 2019             Page 6 of 17
       December 8, 2000, by representatives for H-S Tool and Rolls-Royce in British

       Columbia and Indianapolis, respectively.


[11]   The 2000 agreement also stipulated that Rolls-Royce would provide proprietary

       business information to H-S Tool so that H-S Tool could properly repair Rolls-

       Royce engines. H-S Tool agreed to share similar proprietary information along

       with the Technical Assistance Fees. H-S Tool’s repair facility would submit

       quarterly reports to Rolls-Royce to account for all expenses, and the ARF

       obligated H-S Tool to use only “Qualified Repair Processes” and repair parts

       approved by Rolls-Royce. However, the actual repair procedure was developed

       by H-S Tool “and was submitted to the [Federal Aviation Administration

       (FAA)] for approval,” H-S Tool appellant’s br. p. 30, similar to the procedure

       for the Cadorath Defendants.


[12]   Another section of this agreement spelled out the relationship between Rolls-

       Royce and H-S Tool. It reads, in pertinent part, as follows:


               The relationship between ROLLS-ROYCE and the Repair Facility
               created by this Agreement shall be that of Independent
               Contractors and not that of principal and agent.


       Appellants’ Joint App. Vol. IV p. 18 (emphasis in original). Also, similar to the

       ARFs signed between Rolls-Royce and the Cadorath Defendants, this ARF

       contained a forum-selection clause and an indemnity provision. They are nearly

       identical in language. The first is the indemnity provision, and it reads as

       follows:



       Court of Appeals of Indiana | Opinion 18A-CT-2953 | October 17, 2019      Page 7 of 17
               The Repair Facility agrees to indemnify and hold ROLLS-
               ROYCE harmless from any and all claims, demands, suits,
               judgments or causes of action for or on account of injury to or
               death of persons . . . arising from the performance by the Repair
               Facility of the Repair Process except to the extent caused by the
               negligence or other wrongful act of ROLLS-ROYCE.


       Id. at 17 (emphases in original). Rolls-Royce has not asserted an indemnity

       claim against H-S Tool. The second is the forum-selection clause, and it reads

       as follows:


               . . . The parties agree that the courts of the State of Indiana or the
               United States Federal Courts located in the State of Indiana, as the
               case may be, shall [sic] exclusive jurisdiction over all disputes
               which may arise under this Agreement and each of the parties
               irrevocably and unconditionally submits to the exclusive
               jurisdiction of such courts.


       Id. at 18-19.


[13]   This ARF between H-S Tool and Rolls-Royce remained in effect until 2009,

       nearly six years after the 2003 OCC overhaul. An H-S Tool representative

       signed the new ARF on December 1, 2009, in British Columbia, and a Rolls-

       Royce representative signed the new ARF on December 18, 2009, in Indiana.

       The new ARF contained the same clauses about sharing proprietary

       information, the relationship between the two entities as independent

       contractors, the indemnity provision, and the forum-selection clause.


                                                  The Litigation

[14]   On December 10, 2015, Colleen filed a negligent repair suit against the

       Cadorath Defendants, Rolls-Royce, and H-S Tool in the United States District
       Court of Appeals of Indiana | Opinion 18A-CT-2953 | October 17, 2019        Page 8 of 17
       Court for the Eastern District of Louisiana. Rolls-Royce filed a motion to

       dismiss on the grounds that the Louisiana district court lacked personal

       jurisdiction to hear the case. The district court granted Rolls-Royce’s motion

       and transferred the case to the Southern District of Indiana. Colleen then

       voluntarily dismissed her claims against the Cadorath Defendants and H-S Tool

       in Louisiana and Rolls-Royce in the Southern District. Colleen then filed the

       same suit against the same defendants on March 17, 2017, in the Marion

       County Superior Court. Shortly thereafter, Brendan and Cynthia joined the

       litigation as co-plaintiffs.


[15]   H-S Tool and the Cadorath Defendants moved to dismiss the case for lack of

       personal jurisdiction on June 2, 2017, and on June 16, 2017, respectively. Both

       plaintiffs and defendants were granted leave to amend and refile their

       complaints and defenses. The trial court also granted the Accident Victims

       leave to conduct jurisdictional discovery. After briefing and a hearing, on

       September 14, 2018, the trial court summarily denied both the Cadorath

       Defendants’ and H-S Tool’s motions to dismiss. The Cadorath Defendants and

       H-S Tool now bring this consolidated interlocutory appeal.


                                Discussion and Decision
[16]   The Cadorath Defendants and H-S Tool raise three main arguments on appeal,

       which we consolidate and restate as follows: did the Cadorath Defendants or H-

       S Tool have sufficient minimum contacts with Indiana—either through their



       Court of Appeals of Indiana | Opinion 18A-CT-2953 | October 17, 2019     Page 9 of 17
       actions pertinent to the Accident Victims’ claim or through their contracts with

       Rolls-Royce—to establish specific jurisdiction?3


[17]   “[W]e review a trial court’s determination regarding personal jurisdiction de

       novo.” Munster v. Groce, 829 N.E.2d 52, 57 (Ind. Ct. App. 2005). If the trial

       court has made findings of jurisdictional facts, those findings are reviewed for

       clear error if based on in-court testimony. Id. However, because the trial court

       here did not make findings of fact or conclusions of law, “our review of the trial

       court’s personal jurisdiction ruling is entirely de novo.” Id.


                                                Minimum Contacts

[18]   Our understanding of specific jurisdiction is well established:


               “Specific jurisdiction exists when a lawsuit arises from or is closely
               related to a defendant’s minimum contacts with or substantial
               connection to the forum state.” Boyer [v. Smith, 42 N.E.3d 505, 510
               (Ind. 2015)]. In other words, specific jurisdiction requires
               purposeful availment. Id. A single contact with the forum state
               may be sufficient to establish specific jurisdiction over a defendant,
               if it creates a “substantial connection” with the forum state and the
               suit is related to that connection. McGee v. Int’l Life Ins. Co., 355
               U.S. 220, 223, 78 S.Ct. 199, 2 L.E.2d 223 (1957).


       Simek v. Nolan, 64 N.E.3d 1237, 1242-43 (Ind. Ct. App. 2016); see generally Int’l

       Shoe Co. v. State of Wash., Office of Unempl’t and Placement, 326 U.S. 310, 316

       (1945). In other words, for a state court to exercise specific jurisdiction over an




       3
        We need only conduct a specific jurisdiction analysis because all parties have conceded that Indiana does
       not have general jurisdiction over the Cadorath Defendants or H-S Tool.

       Court of Appeals of Indiana | Opinion 18A-CT-2953 | October 17, 2019                           Page 10 of 17
       action, “there must be an ‘affiliation between the forum and the underlying

       controversy, principally, [an] activity or an occurrence that takes place in the

       forum State.” Bristol-Myers Squibb Co. v. Super. Ct. of Cal., S.F. Cty., 137 S.Ct.

       1773, 1781 (2017) (quoting Goodyear Dunlop Tire Operations, S.A. v. Brown, 564

       U.S. 915, 919 (2011)) (brackets in original).


[19]   In this case, there was no relevant activity or occurrence that took place in

       Indiana. This is a negligent repair action, and the record plainly shows that no

       repairs occurred here. Cadorath LLC conducts its services at a repair facility in

       Louisiana and is organized under the laws of Louisiana. Its principal place of

       business is in Louisiana. As for Cadorath, Inc., it conducts services at a repair

       facility in Winnipeg, Canada, and its principal place of business is also in

       Winnipeg. Neither organization has provided repair or maintenance services in

       Indiana, and neither organization has agents, employees, facilities, properties,

       services, or advertisements in Indiana.


[20]   There is nearly identical evidence showing that H-S Tool had no such contacts

       with Indiana. H-S Tool, a Canadian corporation established under the laws of

       British Columbia, has its principal place of business in British Columbia. H-S

       Tool is not registered to do business in Indiana, and it has no mailing address,

       office, or any employee associated with Indiana. The record reveals that H-S

       Tool did not conduct any repairs in Indiana or deliberately ship parts to Indiana

       companies.




       Court of Appeals of Indiana | Opinion 18A-CT-2953 | October 17, 2019        Page 11 of 17
[21]   We find that there are no minimum contacts between the Appellants and the

       state of Indiana related to the allegedly negligent repairs. Therefore, no specific

       jurisdiction exists on this basis.


                                       Relationships with Rolls-Royce

[22]   The Accident Victims also contend that the forum-selection clauses and the

       indemnity provisions contained in the ARFs established the requisite

       connection between the Appellants and Indiana. Stated another way, the

       Accident Victims argue that because the Cadorath Defendants and H-S Tool

       agreed to certain contract provisions that would require them to litigate disputes

       arising out of those contracts in Indiana, the Appellants were effectively on

       notice that Indiana was a potential venue for any type of litigation and waived

       any claim to the contrary. According to the Accident Victims:


               . . . H-S Tool and Cadorath took purposeful action to establish a
               decades-long contractual relationship with Rolls-Royce in Indiana,
               and in doing so they consented to Indiana jurisdiction for suits
               arising from that relationship. These personal injury claims arise
               from that relationship. H-S Tool and Cadorath should have
               reasonably anticipated being haled into Indiana court to answer
               claims related to work performed under those contracts.


       Appellees’ Br. p. 28.


[23]   This argument is unavailing for two reasons. First, the Accident Victims are not

       parties to these agreements nor are they in privity with the parties to these

       agreements. See OEC-Diasonics, Inc. v. Major, 674 N.E.2d 1312, 1314-15 (Ind.

       1996) (holding that only parties to a contract or those in privity with the parties


       Court of Appeals of Indiana | Opinion 18A-CT-2953 | October 17, 2019     Page 12 of 17
       have rights unless a third party can show that an overriding purpose of the

       contract was to impose an obligation on one of the contracting parties in favor

       of a third party). “Nothing in this Agreement, expressed or implied, is intended

       to confer upon any person, other than the parties hereto[] . . . any rights,

       remedies, obligations or liabilities under or by reason of this Agreement.”

       Appellants’ Joint App. Vol. IV at 206. As such, the Accident Victims may not

       enforce the forum-selection clauses.4


[24]   Second, in Bristol-Myers Squibb, the United States Supreme Court explicitly

       rejected this jurisdictional approach:


               Under the California approach, the strength of the requisite
               connection between the forum and the specific claims at issue is
               relaxed if the defendant has extensive forum contacts that are
               unrelated to those claims. Our cases provide no support for this
               approach, which resembles a loose and spurious form of general
               jurisdiction. For specific jurisdiction, a defendant’s general
               connections with the forum are not enough. As we have said, “[a]
               corporation’s continuous activity of some sorts within a state . . . is
               not enough to support the demand that the corporation be
               amendable to suits unrelated to that activity.”


       Bristol-Myers Squibb, 137 S.Ct. at 1781 (quoting Goodyear, 564 U.S. at 927)

       (internal citation omitted). The Accident Victims would have us employ this

       same “sliding scale,” id., approach, which we may not do. The fact that two




       4
        The Accident Victims also argue that the indemnity provisions of the ARFs automatically force the
       Cadorath Defendants and H-S Tool to consent to litigation in Indiana. However, the record reveals that
       Rolls-Royce has not asserted an indemnity claim against the Cadorath Defendants or H-S Tool in this action,
       and we will not find personal jurisdiction based on prospective minimum contacts that do not yet exist.

       Court of Appeals of Indiana | Opinion 18A-CT-2953 | October 17, 2019                          Page 13 of 17
       different organizations contract with an Indiana-based corporation does not, in

       and of itself, establish the requisite minimum contacts necessary for specific

       jurisdiction. See, e.g., RAR, Inc. v. Turner Diesel, Ltd., 107 F.3d 1272, 1278 (7th

       Cir. 1997) (holding that more than just an ongoing relationship with a business

       entity must exist to establish specific personal jurisdiction because “the action

       must directly arise out of the specific contacts between the defendant and the

       forum state”).


[25]   The contacts between the Cadorath Defendants, H-S Tool, and Rolls-Royce

       represent, at most, a watered-down version of general jurisdiction that is not

       present in this case. Pursuant to Bristol-Myers Squibb, we hold that the forum-

       selection clauses and the indemnity provisions in the ARFs do not create the

       minimum contacts to establish specific jurisdiction.


[26]   In sum, Indiana does not have personal jurisdiction over this matter. We

       recognize the financial and pragmatic strain that this decision places on all

       parties involved. However, we will not find personal jurisdiction when it is

       plainly not present. Additionally, we have neither the necessary information

       nor the judicial authority to decree exactly where the parties should litigate this

       matter. We only find that the evidence and legal arguments proffered by all

       parties lead us to one singular conclusion: the trial court erred.


[27]   The judgment of the trial court is reversed.


       Crone, J., concurs.
       Kirsch, J., dissents with a separate opinion.

       Court of Appeals of Indiana | Opinion 18A-CT-2953 | October 17, 2019       Page 14 of 17
                                                   IN THE
           COURT OF APPEALS OF INDIANA

       Cadorath Aerospace Lafayette,                              Court of Appeals Case No.
       LLC, Cadorath Aerospace, Inc.,                             18A-CT-2953
       and H-S Tool & Parts, Inc.,
         Appellants-Defendants,

       Rolls-Royce Corporation, Inc.,
         Defendant,

               v.

       Colleen Ricks, as the Personal
       Representative of the Estate of
       Brandon Seth Ricks; Cynthia
       Cobb, as Executrix of the Estate
       of Steven Wallace Cobb; and
       Brendan Mullen,
       Appellees-Plaintiffs.


       Kirsch, Judge, dissenting.


[28]   I respectfully dissent.


[29]   Rolls-Royce Corporation, Inc. (Rolls-Royce) is a Delaware corporation with

       offices in Indianapolis. The defendants H-S Tool & Parts, Inc. (H-S Tool),


       Court of Appeals of Indiana | Opinion 18A-CT-2953 | October 17, 2019                   Page 15 of 17
       Cadorath Aerospace, LLC, and Cadorath Aerospace, Inc. (collectively, the

       Cadorath Defendants) are Rolls-Royce Authorized Repair Facilities. The

       tragedy which gave rise to this lawsuit relates to a helicopter engine

       manufactured by Rolls-Royce and repaired by H-S Tool and the Cadorath

       Defendants.


[30]   The Cadorath Defendants and H-S Tool contend that they did not consent to

       jurisdiction. From my perspective, they could not be more wrong. The

       Cadorath Defendants and H-S Tool are Rolls-Royce Authorized Repair

       Facilities because of their agreements with Rolls-Royce. Those agreements

       stated that all suits relating to the agreements shall be brought and tried in

       Marion County, Indiana.


[31]   As noted by Judge Baker in the majority opinion, H-S Tool entered into an

       Authorized Repair Facility Agreement with Rolls-Royce in 2000. Cadorath

       Aerospace, Inc. did the same in March of 2004, and Cadorath Aerospace

       Lafayette, LLC followed in March of 2005. At the time of the tragic accident in

       2015 giving rise to these proceedings, each of the three companies had been an

       Authorized Repair Facility for Rolls-Royce for more than a decade. During

       this time period, representatives of the three companies travelled to the Rolls-

       Royce facility in Indiana on multiple occasions.


[32]   While their day-to-day business is conducted outside the state of Indiana, H-S

       Tool and the Cadorath Defendants have extensive contacts with Rolls-Royce in

       Indiana, and each of the three entities has consented to jurisdiction in Indiana


       Court of Appeals of Indiana | Opinion 18A-CT-2953 | October 17, 2019      Page 16 of 17
       for matters relating to their agreement. Paragraph (9) of the agreements

       provides:


               The parties hereby agree that all suits, actions, proceedings,
               litigation, disputes or claims relating to or arising out of this
               Agreement shall be brought and tried in the Superior or Circuit Court of
               Marion County, Indiana or the United States District Court for the
               Southern District of Indiana, Indianapolis Division. In this
               regard, the parties hereby (a) agree that venue shall be in any of
               such courts, (b) irrevocably consent to service of process and to the
               jurisdiction and venue of any of such courts, and (c) irrevocably
               waive any claim of inconvenient forum if any such suit, claim,
               proceeding, litigation, dispute or claim has been filed, brought or
               made in either of such courts.


       Appellants’ Joint App. Vol. IV p. 207 (emphasis added). Of particular

       significance are the provisions in which the parties consent to jurisdiction and

       waive any claim of inconvenient forum.


[33]   The Cadorath Defendants and H-S Tool contend that the language set out

       above is in an “unrelated contract.” They could not be more wrong. Indeed,

       what they deem an “unrelated contract” sets out the essential terms of their

       relationship to Rolls-Royce and made them Authorized Rolls-Royce Repair

       Facilities. But for what they deem to be an “unrelated contract,” they would

       not have been Authorized Rolls-Royce Repair Facilities, nor would they have

       been hired to repair the helicopter engine here at issue.


[34]   I would affirm the trial court’s order and remand for trial.




       Court of Appeals of Indiana | Opinion 18A-CT-2953 | October 17, 2019          Page 17 of 17
