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Docket No. 94144-Agenda 13-January 2003.

CHRISTOPHER K. GRIDLEY, on Behalf of Himself and All OthersSimilarly Situated, Appellee, v. STATE FARM MUTUAL
AUTOMOBILE INSURANCE COMPANY, Appellant.

Opinion filed November 17, 2005.

CHIEF JUSTICE THOMAS delivered the opinion of the court:

Plaintiff, Christopher Gridley, filed a class action complaint in thecircuit court of Madison County on behalf of himself and a proposednationwide class against defendant, State Farm Mutual AutomobileInsurance Company (State Farm). Gridley's complaint alleged unjustenrichment and violations of the Illinois Consumer Fraud andDeceptive Business Practices Act (Consumer Fraud Act) (815 ILCS505/1 et seq. (West 2000)) in connection with State Farm's sale ofsalvage vehicles.

State Farm moved to dismiss the complaint based upon thedoctrine of forum non conveniens (134 Ill. 2d R. 187), arguing thatLouisiana and not Illinois was the most convenient forum.Alternatively, State Farm moved to transfer the cause from MadisonCounty to McLean County, State Farm's principal place of business.The circuit court denied State Farm's motions. State Farm appealedthe circuit court's order pursuant to Illinois Supreme Court Rule306(a) (166 Ill. 2d R. 306(a)). The appellate court remanded the causefor entry of a detailed discovery order that would produce informationrelevant to the issues raised in the forum non conveniens motions. 329Ill. App. 3d 422. This court allowed State Farm's petition for leave toappeal. 177 Ill. 2d R. 315(a). We also granted the Illinois TrialLawyers Association leave to submit an amicus curiae brief in supportof plaintiff. See 155 Ill. 2d R. 345. We granted Allegiance HealthcareCorporation, Allstate Insurance Company, Baxter HealthcareCorporation, Caterpiller, Inc., Country Mutual Insurance Company,Sears Roebuck and Company, and Walgreen Company leave to submitan amicus curiae brief in support of defendant. We also granted leaveto submit amicus curiae briefs in support of defendant to the Chamberof Commerce of the United States of America, the Product LiabilityAdvisory Council, Inc., and the American Insurance Association. Wenow reverse the judgments of the circuit and appellate courts andremand the cause to the circuit court for entry of an order grantingState Farm's motion to dismiss based upon forum non conveniens.

BACKGROUND

Gridley, a resident of Louisiana, filed suit as representative of aclass of "all persons in the United States who purchased anautomobile which was previously declared a 'total loss' by StateFarm, and for which State Farm failed to obtain a salvage title."Gridley alleged that State Farm had a practice of obtaining "clean"titles on vehicles that it had previously declared "total losses" and thatit marketed those vehicles at automobile auctions with clean titles.Gridley alleged that State Farm's practice violated the ConsumerFraud Act because State Farm was required by state titling laws toobtain "salvage" titles on the vehicles of Gridley and the other classmembers but instead obtained clean titles and marketed the vehiclesat auction at higher prices. State Farm concealed from Gridley and theother class members that it had previously declared the vehicles totallosses. State Farm violated state law by putting those vehicles backinto the chain of commerce with clean titles rather than salvage titles.Gridley also alleged that State Farm was unjustly enriched by theexcess monies it received for the sale of clean titled vehicles whichshould have been salvage titled vehicles.

State Farm moved to dismiss the class action complaint or, in thealternative, to transfer venue pursuant to the doctrine of forum nonconveniens. State Farm argued that Illinois was not the mostconvenient forum because Gridley, the only named plaintiff, was aresident of Louisiana, the events giving rise to the complaint werealleged to have occurred in Louisiana, and Gridley alleged a violationof Louisiana's title law. In addition, State Farm argued that the IllinoisConsumer Fraud Act could not apply to an act that took place inanother state. State Farm maintained that Louisiana was the bettervenue for Gridley's complaint.

In the alternative, State Farm asked the court to transfer thecause to McLean County, where State Farm has its corporate offices.State Farm noted that the McLean County courts were considerablyless congested than the Madison County courts. Further, becauseGridley was not a resident of Illinois or Madison County, and becausethe incidents at issue took place entirely in Louisiana, Gridley's choiceof forum was not entitled to any significant deference. Assuming anyIllinois county was more convenient than a Louisiana court, StateFarm contended that McLean County was a more convenient forumfor the action than Madison County.

The circuit court denied State Farm's motion in its entirety. Thecircuit court held that Illinois had a significant interest in the litigationbecause State Farm was headquartered here and because Gridleysought recovery under Illinois' substantive law. The circuit court alsoheld that it was proper to consider the size and location of the putativeclass in ruling on a forum non conveniens motion. The circuit courtconcluded that because the putative class would likely includeresidents of several states, an Illinois court would be as capable as aLouisiana court of assigning subclasses for each state.

The circuit court also held that State Farm had failed to satisfy itsburden of proof in support of its alternative request to transfer thecause from Madison County to McLean County. The circuit courtfound that its calendar was not congested, and further stated thatState Farm had failed to identify a single witness or document locatedwithin McLean County that was important to the case. Consequently,the circuit court held that State Farm failed to establish that the publicand private interest factors strongly favored transfer of the cause fromMadison County to McLean County.

As noted, the appellate court remanded the cause to the circuitcourt. The appellate court held that the trial court did not havesufficient facts to make an informed decision on State Farm's forumnon conveniens motion. Citing this court's decision in First AmericanBank v. Guerine, 198 Ill. 2d 511 (2002), the appellate court held thatin interstate as well as intrastate forum non conveniens evaluations,the balance of factors must strongly favor transfer of a case before aplaintiff can be deprived of his chosen forum. 329 Ill. App. 3d at 428.However, because the record in the circuit court lacked competentinformation regarding the location of documents, witnesses or sourcesof proof regarding State Farm's alleged misconduct, the appellatecourt remanded the cause for further discovery on the forum nonconveniens issue and for reconsideration in light of the appellatecourt's decision and this court's decision in Guerine.

ANALYSIS

Before we can address whether the circuit court properly deniedState Farm's motion to dismiss based upon forum non conveniens, wemust first consider whether the appellate court properly remanded thiscause to the circuit court for further discovery on the forum nonconveniens issue. Both State Farm and Gridley agree that theappellate court erred in remanding the cause for further discovery,although the parties disagree concerning why the appellate court'sorder was erroneous. State Farm maintains that the appellate courtplaced undue reliance on the putative class allegations. State Farmargues that the appellate court's order invites burdensome discoveryand reliance on speculative matters. Moreover, the appellate court'sorder effectively frustrates the purpose of forum non conveniens. Incontrast, Gridley argues that the appellate court erred in remandingthe cause for further discovery because it is clear that Madison Countyis the proper forum for this action.

Upon review, we agree with State Farm that the appellate courtimproperly focused on the putative class allegations in remanding thecause for further discovery. In remanding the cause to the trial courtfor further discovery, the appellate court stated:

"In this case, the putative class has not been certified. Therecord provides no competent evidence regarding thenumber, identity, and location of potential class members.When considering a forum non conveniens motion in a classaction, whether certified or uncertified, the court shouldconsider the relevant factors in light of the identity, numberand location of potential class members, rather than limit theinquiry to the named class representatives. Similarly, thelocation and availability of documentary and physicalevidence on a class-wide basis should be considered. Thereason the inquiry must extend beyond the named classrepresentative is that a significant portion of the proof at thetrial (witnesses, documents, and other tangible items) maywell be located in a place different from the representative'splace of residence. Moreover, if the class is certified,members of the class may be widely disbursed throughout thestate or nation. Making a forum non conveniens decisionbased solely upon the residence of the class representativesmay result in the case being heard in a decidedly inconvenientforum for the rest of the class members." 329 Ill. App. 3d at427.

As State Farm has argued, the appellate court improperly focusedon the putative class members and improperly directed discovery into"the identity, number and location of potential class members" forpurposes of State Farm's forum non conveniens motion. The appellatecourt's order places too much emphasis on the claims of those whohave not yet been, and may not be, certified as a class. Indeed, at thispoint, it is unlikely that a nationwide class will be certified in this case.One of the allegations in Gridley's complaint is that State Farm'snationwide practices concerning salvage vehicles violated the IllinoisConsumer Fraud Act. This court, however, recently held that theIllinois Consumer Fraud Act does not apply to fraudulent transactionswhich take place outside the state of Illinois. Avery v. State Farm, 216Ill. 2d 100, 185 (2005). In Avery, this court explained that a plaintiffmay pursue a private cause of action if "the circumstances that relateto the disputed transaction occur primarily and substantially inIllinois." Avery, 216 Ill. 2d at 187.

This court in Avery concluded that the overwhelming majority ofcircumstances relating to the named out-of-state plaintiffs' claimsconcerning automobile replacement parts occurred outside Illinois.Avery, 216 Ill. 2d at 187. For example, plaintiff Avery was a residentof Louisiana, he garaged his car in Louisiana, and his accidentoccurred in Louisiana. Avery, 216 Ill. 2d at 187. Avery's estimate forrepairs to his car was written in Louisiana and the allegeddeception-the failure to disclose the inferiority of non-original-equipment-manufacturer parts-occurred in Louisiana. Avery's car wasrepaired in Louisiana and his contact with defendant State Farm wasthrough a Louisiana agent, a Louisiana claims representative and aLouisiana adjuster. Because the circumstances relating to the disputedtransactions occurred primarily and substantially in Louisiana, Averydid not have a cognizable cause of action under the Illinois ConsumerFraud Act. Avery, 216 Ill 2d at 187.

In this case, discovery for purposes of the forum non conveniensmotion revealed that State Farm handles compliance with salvage lawson a state-by-state basis, rather than from State Farm's headquartersin Bloomington, Illinois, given the variation in each state's salvagelaws. Like the plaintiff in Avery, Gridley is a resident of Louisiana.Gridley purchased his car in Louisiana and obtained automobileinsurance in Louisiana. Gridley was involved in an accident inLouisiana and took his car to a repair center in Louisiana. StateFarm's alleged deception-fraudulently obtaining a clean title ratherthan a salvage title on the vehicle sold to Gridley-occurred inLouisiana. In addition, the prior undisclosed damage to Gridley'svehicle was the result of two previous accidents in Louisiana. As inAvery, the majority of circumstances relating to the sale of the salvagevehicle in this case occurred primarily and substantially in Louisiana,so that Gridley does not have a cognizable cause of action under theIllinois Consumer Fraud Act. It follows that the failure of Gridley'sIllinois Consumer Fraud Act claim necessarily defeats his class actionclaims based upon the Illinois Consumer Fraud Act. Avery, 216 Ill. 2dat 139 (a class action cannot be certified unless the named plaintiffshave a cause of action). Gridley's only remaining claim, then, allegesunjust enrichment. The likelihood that a nationwide class will becertified in this case on the remaining unjust-enrichment claim is toospeculative to justify the imposition of extensive discovery concerningputative class members.

We also note that the appellate court's order is contrary to thenature and purpose of a class action, which is intended to "allow arepresentative party to pursue the claims of a large number of personswith like claims" and which "does not contemplate or necessitate theappearance of absent parties." Miner v. Gillette Co., 87 Ill. 2d 7, 14(1981). Indeed, it is the named plaintiffs in a class action that have theburden of establishing the statutory prerequisites to bringing a classaction, and those prerequisites must be met before the court cansanction the maintenance of the suit as a class action. Wheatley v.Board of Education of Township High School District 205, 99 Ill. 2d481, 486 (1984). Thus, a class action suit is "predicated on theinability of the court to entertain the actual appearance of all membersof the class as well as the impracticality of having each memberprosecute his individual claim." Miner, 87 Ill. 2d at 14. Given that thenature of a class action is to allow a named representative to act onbehalf of any absent class members, it would be antithetical tononetheless require a court to conduct detailed discovery into theclaims of absent class members prior to deciding a forum nonconveniens motion, particularly where the class has not been certified.

Further, as the United States Supreme Court has recognized,requiring extensive investigation prior to deciding a forum nonconveniens motion would defeat the purpose of the forum nonconveniens motion. Piper Aircraft Co. v. Reyno, 454 U.S. 235, 258-59, 70 L. Ed. 2d 419, 437, 102 S. Ct. 252, 267 (1981). In Piper, theCourt stated:

"[The court of appeals] suggested that defendants seekingforum non conveniens dismissal must submit affidavitsidentifying the witnesses they would call and the testimonythese witnesses would provide if the trial were held in thealternative forum. Such detail is not necessary. [Defendants]have moved for dismissal precisely because many crucialwitnesses are located beyond the reach of compulsoryprocess, and thus are difficult to identify or interview.Requiring extensive investigation would defeat the purposeof [defendants'] motion. Of course, defendants must provideenough information to enable the District Court to balancethe parties' interests. Our examination of the recordconvinces us that sufficient information was provided here."Piper Aircraft Co., 454 U.S. at 258-59, 70 L. Ed. 2d at 437,102 S. Ct. at 267.

Likewise, in this case, our examination of the record convinces us thatsufficient information was provided here for the circuit court to decideState Farm's forum non conveniens motion without conducting anyadditional discovery.

In holding that the appellate court erred in remanding this causefor further discovery concerning the putative class, we emphasize thatwe do not hold that a court can never consider the identity, numberand location of potential class members in deciding a forum nonconveniens motion. Every request for transfer based upon forum nonconveniens must be decided pursuant to an "individualized, case-by-case consideration of convenience and fairness." Van Dusen v.Barrack, 376 U.S. 612, 622, 11 L. Ed. 2d 945, 953, 84 S. Ct. 805,812 (1964). Thus, in a derivative action "what forum is appropriatefor such a task may require consideration of its relation to the wholegroup of members and stockholders whom plaintiff volunteers torepresent as well as to the nominal plaintiff himself." Koster v.American Lumbermens Mutual Casualty Co., 330 U.S. 518, 526, 91L. Ed. 1067, 1075, 67 S. Ct. 828, 832 (1947). This is because aplaintiff in a derivative action might be "a mere phantom plaintiff withinterest enough to enable him to institute the action and little more."Koster, 330 U.S. at 525, 91 L. Ed. at 1074, 67 S. Ct. at 832. In thiscase, however, where it is uncertain whether the putative class will infact be certified, we find that the appellate court erred in remandingthe cause for further discovery concerning the putative class.

Having found that the appellate court erred in remanding thiscause for further discovery on the issue of forum non conveniens, wemust next determine whether the trial court properly denied StateFarm's motion to dismiss or transfer based upon forum nonconveniens. Because Gridley cannot state a claim under the ConsumerFraud Act, our review of the trial court's forum non conveniens rulingis limited to the remaining unjust-enrichment claim. A trial court'sdecision on a forum non conveniens motion will be reversed only if itcan be shown that the trial court abused its discretion in balancing thevarious factors at issue. Dawdy v. Union Pacific R.R. Co., 207 Ill. 2d167, 176-77 (2003). An abuse of discretion will be found where noreasonable person would take the view adopted by the trial court.Dawdy, 207 Ill. 2d at 177.

The doctrine of forum non conveniens is founded inconsiderations of fundamental fairness and sensible and effectivejudicial administration. Adkins v. Chicago, Rock Island & Pacific R.R.Co., 54 Ill. 2d 511, 514 (1973). Forum non conveniens allows a courtto decline jurisdiction of a case even though it may have properjurisdiction over the subject matter and the parties involved if itappears that another forum can better serve the convenience of theparties and the ends of justice. Adkins, 54 Ill. 2d at 514. Indeed, thedoctrine of forum non conveniens assumes that there is more than oneforum with the power to hear the case. Espinosa v. Norfolk &Western Ry. Co., 86 Ill. 2d 111, 117 (1981).

Forum non conveniens is a flexible doctrine requiring evaluationof the total circumstances rather than consideration of any singlefactor. Peile v. Skelgas, Inc., 163 Ill. 2d 323, 336-37 (1994). Indetermining whether forum non conveniens applies, the trial courtmust balance private interest factors affecting the convenience of thelitigants and public interest factors affecting the administration of thecourts. Bland v. Norfolk & Western Ry. Co., 116 Ill. 2d 217, 223-24(1987). The private interest factors include:

"(1) the convenience of the parties; (2) the relative ease ofaccess to sources of testimonial, documentary, and realevidence; and (3) all other practical problems that make trialof a case easy, expeditious, and inexpensive-for example, theavailability of compulsory process to secure attendance ofunwilling witnesses, the cost to obtain attendance of willingwitnesses, and the ability to view the premises (ifappropriate)." Guerine, 198 Ill. 2d at 516.

The public interest factors include:

"(1) the interest in deciding localized controversies locally;(2) the unfairness of imposing the expense of a trial and theburden of jury duty on residents of a county with littleconnection to the litigation; and (3) the administrativedifficulties presented by adding further litigation to courtdockets in already congested fora." Guerine, 198 Ill. 2d at516-17.

The trial court does not weigh the private interest factors against thepublic interest factors. Guerine, 198 Ill. 2d at 518. Rather, the trialcourt must evaluate the total circumstances of the case in determiningwhether the balance of factors strongly favors transfer. Guerine, 198Ill. 2d at 518.

A further consideration is deference to a plaintiff's choice offorum. Dawdy, 207 Ill. 2d at 173. A plaintiff's right to select theforum is substantial and unless the factors weigh strongly in favor oftransfer, the plaintiff's choice of forum should rarely be disturbed.Dawdy, 207 Ill. 2d at 173. Thus, when a plaintiff chooses his homeforum or the site of the accident or injury, it is reasonable to assumethat the choice of forum is convenient. Dawdy, 207 Ill. 2d at 173.However, when the plaintiff is foreign to the chosen forum and whenthe action giving rise to the litigation did not occur in the chosenforum, the plaintiff's choice of forum is accorded less deference.Dawdy, 207 Ill. 2d at 173-74.

Based upon the foregoing factors, we find that the circuit courtabused its discretion in denying State Farm's motion to dismiss basedupon forum non conveniens. Balancing all the relevant factors, it isclear that those factors strongly favor dismissal in favor of a Louisianaforum with regard to the remaining unjust-enrichment claim. Thepertinent facts of this case are as follows. The sole named plaintiff inthis class action, Christopher Gridley, is a resident of Louisiana.Gridley purchased a 1998 Volvo S70 from a Louisiana auto auctiondealer on November 18, 1999. The Volvo had a "clean title." TheVolvo had originally been owned by John Fage, another Louisianaresident, who insured the Volvo through a State Farm office inLouisiana. While owned by Fage, the Volvo was involved in anautomobile accident in Louisiana on April 15, 1999, and was taken toDuplessis Cadillac/Volvo, a repair facility in Louisiana. After theVolvo was repaired by Duplessis, Fage continued to have problemswith the vehicle. Fage then took the Volvo to Medines CollisionCenter in Louisiana. Medines discovered additional damage to thevehicle as a result of the April 1999 accident. State Farm then handledthe vehicle as a "total loss" and paid Fage $28,841.87 for the vehicle.Fage executed a special and limited power of attorney in Louisiana toallow State Farm to secure and transfer title to the Volvo.

Gridley alleged that rather than apply for a "salvage" title, as itwas required to do pursuant to Louisiana statute (La. Rev. Stat. Ann.