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ATTORNEY FOR APPELLANT Jeffrey A. Doty Indianapolis, Indiana

ATTORNEYS FOR APPELLEE Jeffrey J. Mortier Julia Blackwell Gelinas Lucy R. Dollens Indianapolis, Indiana

______________________________________________________________________________

In the

Indiana Supreme Court
_________________________________ No. 49S02-0609-CV-339 AMERICAN FAMILY INSURANCE COMPANY, A/S/O ALICE GRIEPENSTROH, Appellant (Plaintiff below), v. FORD MOTOR COMPANY, Appellee (Defendant below). _________________________________ Appeal from the Marion Superior Court, No. 49D03-0503-CT-9782 The Honorable Patrick McCarty, Judge _________________________________ On Petition To Transfer from the Indiana Court of Appeals, No. 49A02-0507-CV-684 _________________________________ December 5, 2006

Boehm, J. We hold that the term "principal office" as used in subsections (4) and (10) of Trial Rule 75(A) refers to a domestic or foreign corporation's registered office in Indiana. We also hold that subsection (10) of Trial Rule 75(A) establishes preferred venue under two circumstances: (1) when none of the preceding nine subsections are applicable or (2) when "all the defendants are nonresident individuals or nonresident organizations without a principal office in the state."

Facts and Procedural History Ford Motor Company is a Delaware corporation with its headquarters in Michigan. Ford has no offices in Indiana but is authorized to do business in Indiana. As required by Indiana Code section 23-1-24-1, 1 Ford maintains a registered office and registered agent in Indiana, namely, CT Corporation in Marion County. 2 In 2003, Alice Griepenstroh, a Spencer County resident, was driving her Ford Explorer in Spencer County when it caught fire. Griepenstroh was reimbursed for damage to her vehicle under her automobile insurance policy issued by American Family Insurance. Griepenstroh's claim was handled by the American Family office in Marion County. American Family, as Griepenstroh's subrogee, sued Ford in Marion County, alleging negligence in the manufacture of the automobile and breaches of express and implied warranties and seeking to recover the amount it had reimbursed Griepenstroh. American Family's complaint alleged that Marion County was a county of preferred venue under Indiana Trial Rule 75 but did not specify which of the ten subsections of Trial Rule 75 it contended was applicable. The trial court granted Ford's motion to transfer venue to Spencer County as the county of preferred venue. American Family appealed pursuant to Indiana Rule of Appellate Procedure 14(A)(8), which provides for interlocutory appeal of right from an order transferring venue. The
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Indiana Code section 23-1-24-1 applies to foreign corporations authorized to do business in Indiana. It provides: Sec. 1. Each corporation must continuously maintain in Indiana: (1) a registered office; and (2) a registered agent, who must be: (A) an individual who resides in Indiana and whose business office is identical with the registered office; (B) a domestic corporation or not-for-profit domestic corporation whose business office is identical with the registered office; or (C) a foreign corporation or not-for-profit foreign corporation authorized to transact business in Indiana whose business office is identical with the registered office.

2

Although neither party placed this information on the record, we take judicial notice of Ford's designated registered office and agent on file at the Indiana Secretary of State as required by Indiana Code section 23-1-49-3.

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Court of Appeals reversed, concluding that Marion County was a preferred venue under Trial Rule 75(A)(10). American Family Ins. Co. v. Ford Motor Co., 848 N.E.2d 319 (Ind. Ct. App. 2006). We granted transfer. No. 49S02-0609-CV-339, 2006 Ind. LEXIS 866 (Ind. Sept. 26, 2006). The venue provisions relevant to this case are subsections (3), (4), and (10) of Trial Rule 75(A). They confer preferred venue in the following: (3) the county where the accident or collision occurred, if the complaint includes a claim for injuries relating to the operation of a motor vehicle . . . (4) the county where . . . the principal office of a defendant organization is located ... (10) the county where either one or more individual plaintiffs reside, the principal office of any plaintiff organization or governmental organization is located, or the office of any such plaintiff organization or governmental organization to which the claim relates or out of which the claim arose is located, if the case is not subject to the requirements of subsections (1) through (9) of this subdivision or if all the defendants are nonresident individuals or nonresident organizations without a principal office in the state. T. R. 75(A)(3), (4), (10). Both parties and the Court of Appeals addressed venue in this case on the assumption that Ford had no "principal office" in Indiana, as this term appears in subsections (4) and (10). For the reasons explained below, we disagree with that premise and conclude that venue in Marion County was proper under Trial Rule 75(A)(4) because Marion County is the county where Ford has its "principal office in the state." Although we agree with the Court of Appeals that venue in Marion County was proper, we grant transfer to attempt to clarify the venue rules applicable to suits against foreign corporations because the same issue arises frequently and we hope to avoid unnecessary litigation over venue. Standard of Review The Court of Appeals has stated that a trial court's order on a motion to transfer venue is reviewed for an abuse of discretion, which can be found if the trial court's decision is clearly

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against the logic and effect of the facts and circumstances before the court or it misinterprets the law. See, e.g., Monroe Guar. Ins. Co. v. Berrier, 827 N.E.2d 158, 159 (Ind. Ct. App. 2005), trans. denied (citing Bostic v. House of James, Inc., 784 N.E.2d 509, 510-11 (Ind. Ct. App. 2003), trans. denied). There is little practical difference between these formulations, but we think that factual findings linked to a ruling on a motion under Rule 75(A) are reviewed under a clearly erroneous standard and rulings of law are reviewed de novo. If factual determinations are based on a paper record, they are also reviewed de novo. See, e.g., Equicor Dev., Inc. v. WestfieldWashington Twp. Plan Comm'n, 758 N.E.2d 34, 37 (Ind. 2001). I. Preferred Venue Under Trial Rule 75(A)(4) Trial Rule 75 governs venue requirements in Indiana. It contains ten subsections, each setting forth criteria establishing "preferred" venue. A case or complaint may be filed in any county in Indiana, but if the complaint is not filed in a preferred venue, the court is required to transfer the case to a preferred venue upon the proper request from a party. T.R. 75(A). The rule does not create a priority among the subsections establishing preferred venue. Bostic, 784 N.E.2d at 511. If the complaint is filed in a county of preferred venue, then the trial court has no authority to transfer the case based solely on preferred venue in one or more other counties. 3 See Meridian Mut. Ins. Co. v. Harter, 671 N.E.2d 861, 863 (Ind. 1996). Subsection (4) of the rule establishes preferred venue in "the county where . . . the principal office of a defendant organization is located . . . ." T.R. 75(A)(4). Thus, if a case is filed in the county where the principal office of a defendant organization is located, transfer to another county on grounds of preferred venue would be inappropriate. The term "principal office" as used in Trial Rule 75(A) has never been addressed by this Court. However, two opinions of the Court of Appeals have interpreted the term "principal office" as used in subsection (4) of the rule. Pratt v. Pierce, 713 N.E.2d 312, 315 (Ind. Ct. App. 1999); Western Sales & Serv. v. Ford Motor Co., 576 N.E.2d 631, 632 (Ind. Ct. App. 1991). In Western Sales the Court of Appeals rejected the argument that the content of the phrase "principal office" in the venue rule was supplied by the definition of that term in Indiana Code section
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Transfer may be proper on other grounds, such as another action pending. See Meridian Mut. Ins. Co. v. Harter, 671 N.E.2d 861, 863 n.4 (Ind. 1996).

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23-1-20-19 (1998) for purposes of the Business Corporation Act. That section defines "principal office" as "the office (in or out of Indiana) so designated in the annual or biennial report where the principal executive offices of a domestic or foreign corporation are located." I.C.

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