Justices: Principal office, not agent location, determines venue

A divided Indiana Supreme Court has determined that an organization’s principal office, not the location of its registered agent, is the appropriate preferred venue. The ruling in similar consolidated medical malpractice cases affirms one trial court and reverses another.

In the first case, Cynthia Morrison filed a complaint for medical malpractice in Marion County on behalf of her deceased husband, Ernest Morrison, but some of the defendants in her suit petitioned to transfer venue to Monroe County pursuant to Indiana Trial Rule 75(A). They argued Marion County did not meet the preferred venue requirements, while Morrison argued that Marion County was a county of preferred venue because the registered agent of Bloomington Hospital was located there. 

In a similar case, Charlene Noel filed a Marion County medical malpractice action against IU Health Southern Indiana Physicians, Inc. and others, because that’s where IU Health’s registered agent has an address. The defendants in her case filed a motion to transfer venue to Lawrence County, where the alleged malpractice occurred.

Two Indiana Court of Appeals panels split in their decisions, however, one finding in Morrison that Marion County was not preferred venue under Trial Rule 75(A)(4) and that the registered agent’s address did not determine venue pursuant to Ind. Code § 23-0.5-4-12. The other concluded in Noel  that preferred venue did lie in Marion County because the statute conflicted with the trial rule as interpreted by the high court in American Family Ins. Co. v. Ford Motor Co., 857 N.E.2d 971, 972 (Ind. 2006)therefore nullifying the statute.   

The Indiana Supreme Court found both COA opinions to conflict with one another during oral arguments, and sought to clarify in its consolidated Thursday opinion in Cynthia Morrison, individually and on behalf of Ernest Morrison, deceased v. Ricardo Vasquez, M.D., et al.; Indiana University Health Southern Indiana Physicians, Inc., et al. v. Charlene Noel, 19S-CT-382.

In its opinion, the majority of justices held that a domestic organization’s actual principal office, and not the location of its registered agent, is the appropriate preferred venue. Further, in light of new business corporation statutes that define “principal office” and provide that the registered agent’s location does not determine venue, the high court held that the location of the registered agent no longer determines preferred venue for either domestic or foreign corporations.

The majority declined to apply American Family or CTB, Inc. v. Tunis, 95 N.E.3d 185, 189 (Ind. Ct. App. 2018) to the present cases, where the corporations at issue are domestic and the registered agent is in a different county than the actual principal executive office of the corporation.

It therefore affirmed the trial court’s decision in Morrison and reversed the trial court’s decision in Noel, remanding both for further proceedings.

Justice Geoffrey Slaughter, however, dissented in a separate opinion, stating that he would do just the opposite. Arguing that he would affirm Noel and reverse Morrison, the lone dissenting justice opined that he was unable to join the majority opinion “because the better way to effectuate the policy change would be by formally amending trial rules and not reinterpreting them by judicial fiat with retroactive application.”

“But until that happens — until we amend our rules to provide for such change — I would continue to follow the understanding of ‘principal office’ that has prevailed for nearly fifty years,” Slaughter wrote. “On this record, that means both plaintiffs should be able to proceed with their respective suits in Marion County.”

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