International Greetings USA, Inc. v. Cammack

Citations: 703 S.E.2d 386; 306 Ga. App. 786; 2010 Fulton County D. Rep. 3698; 2010 Ga. App. LEXIS 1061Docket: A10A1064, A10A1065

Court: Court of Appeals of Georgia; November 16, 2010; Georgia; State Appellate Court

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International Greetings USA, Inc. filed lawsuits against F. Scott Cammack and Curtis Sigretto in the State Court of DeKalb County, Georgia, in January 2009, for breach of promissory notes. Cammack and Sigretto moved to dismiss the cases under Georgia's forum non conveniens statute, claiming the suits should be heard in Kentucky, where they had initiated related actions against International Greetings. The trial court granted their motions, leading International Greetings to appeal, asserting that the cases were properly filed in Georgia based on the forum selection clauses within the promissory notes.

The Court of Appeals of Georgia reversed the trial court's decision, determining that the forum selection clauses explicitly required disputes to be litigated in DeKalb County, Georgia, thus preventing Cammack and Sigretto from invoking the forum non conveniens doctrine. The court noted that the clauses were valid and enforceable unless challenged on specific grounds, which Cammack and Sigretto did not do. The court emphasized that a valid forum selection clause should be upheld unless enforcement is deemed unreasonable or if compelling reasons, such as fraud or undue influence, are shown. The trial court's reliance on the forum non conveniens statute was deemed erroneous as it conflicted with the established forum selection agreement.

The trial court did not find the forum selection clauses unenforceable under Georgia law, making their enforceability not subject to appeal. The clauses required Cammack and Sigretto to litigate any disputes in specific Georgia courts and included a waiver of any contrary defenses or claims. Cammack and Sigretto contended that this waiver did not cover claims of forum non conveniens under OCGA § 9-10-31.1. However, the clear language of the waiver indicates otherwise. Under general Georgia contract law, parties can agree on terms unless restricted by statute or public policy, which includes waiving statutory rights. The relevant statute existed when the promissory notes were signed in 2008 and allowed for a forum non conveniens determination only upon a written motion by a party, but did not prevent parties from waiving this option. Therefore, Cammack and Sigretto's waiver precluded them from seeking such a determination.

They also argued that the trial court should have considered their forum non conveniens claim despite the clauses, citing the U.S. Supreme Court case Stewart Organization v. Ricoh Corp. However, this case involved federal law and a conflict with state law regarding venue, which is not applicable here. In Stewart Organization, the Court ruled that federal statutes could govern venue decisions in conflicts with state law, while in this case, there is no such conflict. The court here acted within its authority to enforce the terms agreed upon by the parties, reaffirming that courts cannot alter the terms of contracts that parties have the freedom to draft.

The trial court erred by granting relief to Cammack and Sigretto, as their contracts explicitly prohibited such action. The judgment is reversed. The court applied a de novo standard of review based on contract interpretation, confirming that the unambiguous language of the agreements barred Cammack and Sigretto from seeking dismissal under the forum non conveniens statute. References to relevant case law, including Reynolds Properties v. Bickelmann and The Houseboat Store v. Chris-Craft Corp., support the court's conclusion regarding the enforcement of forum selection clauses. The excerpt also highlights the necessity of adhering to contractual terms, as illustrated in cases such as Jones v. Jones and Coleman v. Retina Consultants, emphasizing the importance of contract construction as a legal question for the court. Additionally, the passage notes the context of OCGA 9-10-31.1's enactment as part of the Tort Reform Act of 2005 and reinforces the principle that statutes should not impair freedom of contract unless explicitly stated.