Opinion:Penn Grand Management v. Homeriver Group, 2021 OK CIV APP 15
Subject matter:Contract law; Forum selection
Date Decided:September 25, 2020; Mandate issued April 21, 2021
Trial Court:Oklahoma County (Stallings, J.)
Route to this Court:Appeal of trial court’s granting of Motion to Dismiss; Assigned to COCA Division II. 
Facts:Penn Grand Management (PGM) hired HomeRiver as manager of an apartment complex in Oklahoma City pursuant to a written property management agreement. Subsequently, the parties entered into an oral agreement concerning construction management services for work on part of the same apartment complex. PGM filed suit against HomeRiver alleging various claims related to the written property management agreement and the oral construction management agreement. HomeRiver filed a Motion to Dismiss based on the forum selection clause in the written property management agreement between the parties, which provided that, “any claim or cause of action must be brought in the state or federal courts located in Tennessee….” The trial court granted HomeRiver’s Motion to Dismiss. 
Standard of Review:While styled as a motion to dismiss, the trial court considered numerous exhibits beyond the petition and heard testimony, thus the motion should be treated as one for summary judgment. Therefore, the issues are reviewed de novo
Analysis:“When deciding whether to enforce a forum selection clause, the district court first determines whether the claims in the petition fall within the scope of a valid clause. Rawdon v. Starwood Capital Grp., 2019 OK CIV APP 70… The district court does not consider arguments about the parties’ private interests because the private interests in selecting a forum for disputes were already expressed and determined by the forum-selection clause. Tucker v. The Cochran Firm-Criminal Defense Birmingham L.L.C., 2014 OK 112…. The court ‘may consider arguments about public-interest factors only.’ Id.” 
The record does not establish any reason to disturb the judgment on public policy grounds. The dispositive issue in this case is whether the claims PGM asserted in its petition are within the scope of the written property management agreement’s forum selection clause. “In determining whether the claims fall under the forum selection clause, we must interpret the language of the clause and ascertain the intent of the parties.” Nothing in the forum selection clause or other language of the written property management agreement indicates that the parties intended the forum selection clause to apply to the construction management services performed under the separate, oral agreement between the parties. 
Multiple PGM claims fall outside the scope of the forum selection clause. Therefore, the trial court should not have dismissed those claims. However, the trial court was correct to dismiss those claims that fell within the scope of the forum selection clause. 
Outcome:Affirmed in part, reversed in part, and remanded. 
Vote:3-0. Opinion by Fischer, J. with Barnes, P.J., and Rapp, J., concurring. 
Other: Petition for Certiorari denied (with one dissent)