April 10, 2018

Corporations and Preferred Venue; CTB, Inc. v. Tunis

Category: Indiana Law Review | Author: | Share:

Venue matters, because you may not want to litigate on the other side of the State, when you have the choice to litigate in your own back yard. And a preferred venue for a corporate defendant is the county where that defendant’s “principal office” is. This case was a test of what this language means.

CTB is an Indiana corporation based in Kosciusko County, and its registered office and agent are in Kosciusko County. CTB is a commercial cargo carrier, so it has also designated a process agent pursuant to federal law. CTB’s process agents are in Marion County.

Tunis was injured while unloading cargo for CTB. He filed a complaint against CTB in Marion County, serving the process agents. CTB moved to transfer venue to Kosciusko County, arguing that Marion County was not a preferred venue. The trial court found that both Marion and Kosciusko Counties were preferred venues, as CTB had agents in both places who were authorized to receive service of process. CTB appealed.

At issue was the interpretation of Trial Rule 75(A)(4), which states that a corporation’s preferred venue is the county where the corporation’s “principal office” is located. The Indiana Supreme Court had previously held that this Rule should be read to be consistent with Indiana corporate law, which required that corporations maintain a “principal office in this state” where a designated resident agent for service of process could be found. Thus, the “principal office” under both the statute and Rule would be the location of the registered office and agent.

Tunis argued that the Indiana Supreme Court decision was not limited to just agents registered under Indiana law, as it specifically mentioned that venue was proper “where a designated resident agent for service of process could be found.” But the Court rejected that argument.

But the relied-upon language must be read in the context of the entire passage, and read in this context, it is clear that this is not the definition of “principal office” but rather language used to explain the relationship between the terms “principal office,” as used in Trial Rule 75(A)(4), and “registered office,” as used in Indiana’s corporation law. In other words, the fact that CTB has designated agents for service of process in Marion County pursuant to a federal regulation is completely irrelevant to the question of venue under Trial Rule 75(A)(4). What matters is the location of the office of the registered agent.

It should be noted that Indiana’s corporate law was significantly changed in a law which took effect on January 1, 2018. For example, the law that required a corporation continuously maintain in Indiana a “registered office” and “registered agent” whose business office was identical with the registered office, was repealed. Thus, the Court’s analysis in the future may be different.

Lessons:

  1. A preferred venue for a corporate defendant is where its principal office is located.
  2. An Indiana corporate defendant’s principal office is where its registered agent and office are located.
  3. The location of agents for service of process is irrelevant to venue issues if those agents are not the registered agent under Indiana law.
  4. All of these lessons may change due to a change in Indiana’s corporate law, which took effect on January 1.