By Sam Laurin, Bose McKinney & Evans LLP
The decision in Indiana University Health Southern Indiana Physicians, Inc. v. Noel, 114 N.E.3d 479, (In. Ct. App 2018) addressed whether the county where a defendant’s registered agent is located qualifies as “the principal office of a defendant organization” under Trial Rule 75 (A)(4). The complaint in Noel was filed in Marion County. The only basis for venue in Marion County was that the registered agent for IU Health was located in Marion County. The Indiana Court of Appeals held that venue was proper in Marion County under Trial Rule 75 (A) (4) because the registered agent was located in Marion County.
The Court of Appeals based its decision on the Indiana Supreme Court decision in American Family Ins. Co. v. Ford Motor Co., 852 NE2d 971 (Ind. 2006). The Indiana Supreme Court held that the term “principal office” as used in Trial Rule 75 (A) (4) includes the domestic or foreign corporation’s registered office in Indiana. While the American Family decision would seem to be squarely on point, the plaintiff in Noel understandably relied on I.C. § 23-0.5-4-12 of the newly adopted Uniform Business Organization Code which provides: “The designation or maintenance in Indiana of a registered agent does not by itself create the basis for personal jurisdiction over the entity in Indiana. The address of the agent does not determine venue in an action or a proceeding involving the entity”. The defendants responded to this argument, and the Court of Appeals agreed, that to the extent a statute conflicts with a Trial Rule, the Trial Rule controls.
The Court of Appeals in Noel did state in footnote that the plaintiff observed that registered agents are common business entities with no connection to the corporation other than accepting service of process. The Court of Appeals acknowledged that this tenuous connection often exists, but the Court of Appeals could not invade the exclusive province of the Supreme Court and “tinker” with Trial Rule 75(A)(4).
The Court of Appeals also disagreed with another recent of the decision by the Indiana Court of Appeals in Morrison v. Vasquez, 107 N.E.3d 1103 (Ind. Ct. App. 2018). The Court of Appeals in Morrison addressed the same issue as Noel: Can a registered agent’s location constitute a principal office for the purposes of determining venue? In a nutshell, the Court in Morrison held that American Family did not apply because the Indiana Business Corporation Act in effect at the time of the American Family decision provided that the registered agent’s address constituted the principal office of the corporation.
If a registered agent’s location constitutes a defendant’s principal office, it greatly limits a plaintiff’s ability to take advantage of Trial Rule 75(A)(10) if the defendant is an out of state of organization. Trial Rule 75(A)(10) in part allows a plaintiff to file in a county where the plaintiff resides, or has a principal office, if a nonresident defendant does not have a principal office in the state. If a nonresident defendant appoints a registered agent to accept service, but does not otherwise have a principal office in the state, then a plaintiff must file suit in the county where the registered agent is located. Reasonable minds can differ whether this is the appropriate result. Fortunately, the Indiana Supreme Court granted transfer in Noel and Morrison and heard oral arguments on the issue on March 14, 2019. Stay tuned.
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