Venue provision not applicable

Where a sod company contracted with a transportation company to move sod from Kentucky to a soccer field in Virginia, a forum selection clause in a 2012 contract between the transportation company and a separate entity related to the sod company does not govern the current dispute.

Further, the parties’ email exchanges in 2020 formed a valid contract.

Background

Riverside Turf contracted with Total Quality Logistics to transport sod from a farm in Kentucky to a soccer field in Virginia. Deliveries were spread over three days. Total was unable to acquire the appropriate trucks to transport sod. The sod did not survive and could not be salvaged.

Total refunded the $16,200 in shipping costs it collected from Riverside Turf but did not pay for the dead sod or the workers and equipment standing by in Virginia to install the sod.

“Riverside Turf filed a warrant in debt in general district court for the damages incurred due to the failure to transport the sod. Through a special appearance, Total Quality Logistics objected to venue. The general district court ruled in Riverside Turf’s favor and ultimately awarded Riverside Turf damages.

“Total Quality Logistics appealed to the circuit court and again objected to venue, moving to dismiss the action on that ground. It relied on the terms and conditions in a 2012 contract.

“In 2012, Riverside Farm, doing business as Riverside Turf, submitted a credit application to Total Quality Logistics through which it agreed to certain terms and conditions (the 2012 terms and conditions).

“One of those terms was that ‘[t]he state courts located in Clermont County, Ohio shall have exclusive and irrevocable jurisdiction and shall be the exclusive venue with respect to any claim, counterclaim, or dispute arising in connection with any transactions, loads, or other business between Total Quality Logistics and applicant.’ …

“Riverside Turf defended against the motion on two grounds. First, it argued that the 2012 terms and conditions did not apply because Riverside Turf did not use credit with Total Quality Logistics for the transaction. Second, Riverside Turf contended that it was not a party to the 2012 contract. In 2012, Riverside Turf did not exist as a legal entity.”

The trial court found for Riverside Turf and awarded damages. Total Quality Logistics appealed.

Arguments on appeal

“Total Quality Logistics argues that the trial court erroneously held that the terms and conditions in the agreement signed in 2012 did not form part of the contract between the parties. Alternatively, Total Quality Logistics contends that the court erred in holding that the parties formed a contract based on their emails in 2020.”

2012 terms and conditions

“Total Quality Logistics challenges the trial court’s conclusion that the 2012 terms and conditions did not bind Riverside Turf because it was a different entity than Riverside Farm and therefore not a party to the 2012 agreement. Total Quality Logistics argues that Riverside Turf, LLC, was a party to the 2012 contract because it is ‘but a mere continuation’ of the ‘Riverside Turf’ division that operated under Riverside Farm until 2013. …

“Riverside Farm is a separate legal entity from Riverside Turf. The two entities have separate employment identification numbers and file separate tax returns. They operate independently, despite their shared ownership, shared industry, and the fact that Riverside Turf inherited its website from Riverside Farm. …

“In addition to the fact that the companies have separate identities, the record does not show that Riverside Turf assumed the obligations of Riverside Farm under the terms and conditions in the 2012 contract. …

“[T]he trial court did not err in concluding that Total Quality Logistics did not establish that Riverside Turf, LLC, was bound by the 2012 terms and conditions signed and agreed to by Riverside Farm. … Therefore, the venue provision in the 2012 terms and conditions did not control, and the trial court had proper venue.”

2020 email contract

“Total Quality Logistics argues that the trial court erred in holding that a contract existed between the parties through their 2020 emails. It suggests that the parties did not adequately form a valid contract because they did not agree on all of the essential elements of the transaction, specifically, the perishability of the sod.

“The series of emails that the parties exchanged in 2020 provided the terms of their expected transaction. Through these emails, the parties agreed that Total Quality Logistics would deliver nine truckloads of sod, three each day, starting July 20 and ending July 22, 2020.

“The parties agreed on the cost. In addition, they specified the pickup and delivery times, the pickup and delivery addresses, the types of trucks needed, and the amount and weight of the cargo. These terms were ‘sufficiently definite’ for the trial court to give the agreement an ‘exact meaning.’ …

“We conclude that the contract’s terms, created through the series of emails, were complete. The fact that the parties neglected to include a provision about the product’s perishability did not render it invalid.”

Affirmed.

Total Quality Logistics v. Riverside Turf, LLC, Record No. 0009-22-2, Nov. 1, 2022. CAV (Decker). From the Circuit Court of Charles City County (Bondurant). Monica Taylor Monday; Jeffrey P. Miller; Gentry Locke for appellant. Charles Arthur Gavin for appellee. VLW 022-7-501, 9 pp.