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Neshaminy Constructors, Inc. v. EFCO Corp.

United States District Court, Third Circuit

June 3, 2013

NESHAMINY CONSTRUCTORS, INC., Plaintiff,
v.
EFCO CORP., Defendant.

OPINION

ANNE E. THOMPSON, District Judge.

I. INTRODUCTION

This matter has come before the Court upon the Motion to Dismiss filed by Defendant EFCO Corp. ("Defendant"). (Docket Entry No. 14). Plaintiff Neshaminy Constructors, Inc. ("Plaintiff") opposes the motion. (Docket Entry No. 17). The Court has decided the matter upon consideration of the parties' written submissions and after conducting oral argument on May 23, 2013. For the reasons given below, Defendant's motion is granted.

II. BACKGROUND

This case concerns custom-designed concrete forming equipment rented by Plaintiff for use in a construction project. Plaintiff claims that the designs for the equipment were defective. For the purposes of the pending motion, the Court considers as true all of Plaintiff's well-pleaded factual allegations and recites only those facts relevant to the Court's analysis. See Fowler v. UPMC Shadyside, 578 F.3d 203, 210-11 (3d Cir. 2009).

In October 2009, the New Jersey Department of Transportation ("NJ DOT") issued bid documents for a construction project that involved re-constructing a bridge in Estell Manor, New Jersey. (Docket Entry No. 1 at ¶¶ 6-7). The construction project required compliance with certain specifications to ensure that the underside of the bridge did not interfere with the passage of trains below. ( Id. at ¶ 8).

Plaintiff submitted a bid for the construction project to N.J. DOT on November 19, 2009. ( Id. at ¶ 23). In preparing its bid, Plaintiff relied on a proposal from Defendant for the provision of custom-designed concrete forming equipment. ( Id. at ¶¶ 13, 15-19, 24, 25). Defendant's proposal included at least one design that Defendant represented would meet N.J. DOT's specifications for this particular construction project. ( Id. at ¶¶ 15-19).

Plaintiff's bid was ultimately accepted by N.J. DOT, and a contract memorializing the agreement between Plaintiff and N.J. DOT ("Prime Contract") was executed on February 24, 2010. ( Id. at ¶¶ 24-27). Subsequently, Plaintiff and Defendant executed the Rental Agreement, which set forth the terms for the rental of the custom-designed concrete forming equipment.[1] ( See Docket Entry No. 14, Attach. 5, Ex. B). Specifically, the Rental Agreement provides that

EFCO will furnish such EFCO ERECTION DRAWING SERVICE for the said project as it shall deem necessary for the use of the equipment furnished under this Agreement. Such drawings shall be checked as to correctness by Customer before use, and failure to notify EFCO of objection thereto shall constitute approval of them.

( Id. ).

The Rental Agreement also contains an integration clause ("Integration Clause"), which states in pertinent part that

[t]his Agreement, together with any duly executed and accepted supplements attached to it, incorporates any and all agreements and understanding of every kind and nature concerning the subject matter and no other representation, warranty or estimate of any kind or nature which is not set forth herein is authorized by nor binding upon the parties.

( Id. ). Additionally, the Rental Agreement contains a forum selection clause ("Forum Selection Clause"). The Forum Selection Clause provides that

[t]his agreement shall be construed and enforced according to the laws of the State of Iowa. Any action in regard to this agreement or arising out of its terms and conditions shall be instituted and litigated in the Iowa District Court for Polk County, Iowa; provided, however, this forum selection clause shall not limit or prohibit EFCO from instituting or litigating any other action in another venue or jurisdiction against individuals or entities other than the customer named in this Agreement. Customer consents to the jurisdiction of such court and agrees that service of process as provided ...

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