from the Iowa District Court for Story County, Bethany J.
appeals the district court's dismissal of a
A. Huddle of Weaver & Huddle Law Office, Wapello, for
M. Nadipuram, Ryan L. Haaland, and Daniela Talmadge of Davis,
Brown, Koehn, Shors & Roberts, P.C., Des Moines, for
Considered by Vaitheswaran, P.J., and Tabor and Greer, JJ.
district court dismissed an Iowa corporation's
breach-of-contract claim because a forum selection clause in
the contract designated the state or federal court in
Virginia as the proper forum. On appeal, the corporation
challenges the clause's enforceability. We determine the
clause is enforceable and affirm the dismissal of the
Background Facts and Proceedings.
2016, Mid-American Glazing Systems, Inc. (Mid-American), an
Iowa corporation, was part of a construction project in Story
County, Iowa. MidAmerican purchased building materials for
the project by placing a supply order with Cladding
Corporation, a Virginia corporation with an office in
California. Although Cladding claims its principal place of
business is Virginia, it only listed its California address
on the supply order.
to the supply order were a number of additional documents,
including terms and conditions. One of the attachments,
titled "Additional Terms," stated that the
"[p]roposal includes attached Cladding Corps Standard
Terms and Conditions" and that Mid-American's
"placement of an offer is an acceptance of these
conditions." Cladding attached its standard terms and
conditions as Appendix C of the supply order. One of the
terms and conditions stated,
13. Choice of Forum and Governing Law: The Parties agree that
any and all lawsuits arising out of or related to this
Agreement, or the goods and services to be provided
hereunder, shall be governed and construed with the laws of
the Commonwealth of Virginia (but not including the choice of
law rules thereof), and shall be brought in the General
District or Circuit Court of Fairfax County, Virginia, or the
Federal Court for the Eastern District of Virginia at
Alexandria, as appropriate. The Parties waive any objection
they may have that any such action or proceeding has been
brought in an inconvenient forum. A final judgment in any
such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in
any other manner provided by law.
delivered the building materials according to the supply
order, but Mid-American alleged some of the materials were
defective. Nevertheless, MidAmerican paid for the materials.
Mid-American claims it incurred over $40, 000 in additional
labor and expenses to replace the defective materials. The
parties dispute who is responsible for these replacement
August 2018, Mid-American sued Cladding for breach of
contract in the Iowa District Court for Story County to
recover the replacement costs. Cladding filed a pre-answer
motion to dismiss based on the forum selection clause in the
supply order. Mid-American resisted, arguing the clause was
unenforceable. After a hearing, the district court concluded
the clause was enforceable and granted Cladding's motion
to dismiss. Mid-American appealed.