United States District Court, D. Maine
ORDER ON MOTION TO DISMISS OR TRANSFER VENUE
Brock Hornby United States District Judge.
lawsuit filed in the District of Maine alleges breach of an
Asset Purchase Agreement and an Employment Agreement. Each
agreement has a forum selection clause choosing Minnesota as
the forum for disputes. The defendant has moved to dismiss
the complaint for failure to state a claim under Fed.R.Civ.P.
12(b)(6) or alternatively to transfer the case to the
District of Minnesota under 28 U.S.C. § 1404(a). The
plaintiffs contest the motion, arguing that the forum
selection clauses should not be enforced, but in the
alternative, argue that if they are to be enforced, the
remedy should be transfer to the District of Minnesota. I
Deny the motion to dismiss and Grant the motion to transfer
to the District of Minnesota.
Supreme Court is clear that “a forum-selection clause
[must] be ‘given controlling weight in all but the most
exceptional cases.'” Atlantic Marine Constr.
Co., Inc. v. U.S. Dist. Court for the W. Dist. of Tex.,
134 S.Ct. 568, 579 (2013). “When the parties have
agreed to a valid forum-selection clause, a district court
should ordinarily transfer the case to the forum specified in
that clause.” Id. at 581. In such a case,
“the plaintiff's choice of forum merits no weight,
” and the plaintiff “bears the burden of
establishing that transfer to the forum for which the parties
bargained is unwarranted.” Id. The
parties' private interests are irrelevant in the
analysis, id. at 582, and only public interest
factors can provide a basis for not enforcing the clause.
plaintiff has made no argument that the forum selection
clauses in the two agreements here are invalid,
has addressed no public interest that argues against their
enforcement. Therefore, under Supreme Court authority they
are to be enforced.
is one wrinkle. Section 1404(a) says that under certain
circumstances the district court can transfer a case
“to any other district . . . where it might have been
brought.” The Asset Purchase Agreement says:
Any judicial proceeding brought with respect to this
Agreement must be brought in any court of competent
jurisdiction in St. Louis County, Duluth, Minnesota, and, by
execution and delivery of this Agreement, each party (i)
accepts, generally and unconditionally, the exclusive
jurisdiction of such courts and any related appellate court,
and irrevocably agrees to be bound by any judgment rendered
thereby in connection with this Agreement, and (ii)
irrevocably waives any objection it may now or hereafter have
as to the venue of any such suit, action or proceeding
brought in such a court or that such court is an inconvenient
Purchase Agreement § 11.8. The parties agree that this
provision includes the federal district court for the
District of Minnesota.
Employment Agreement, on the other hand, says:
The jurisdiction and venue for any proceeding to enforce the
terms of this Agreement shall be the Minnesota District Court
in Duluth, St. Louis County, Minnesota.
Employment Agreement § 19. This language appears to
refer to state court, not federal court. A federal court
cannot “transfer” a matter to state court. The
defendant's motion to dismiss or transfer does not
address this discrepancy. The plaintiffs' opposition does
address it, but reading both documents in tandem says that it
creates an “ambiguity between the two forum selection
provisions in the APA and the Employment Agreement [that]
should be construed against [the defendant] as the party who
had sole control over the drafting of the documents, ”
and concludes that the Employment Agreement forum selection
clause “permits an action in federal court.”
Pls.' Opp'n to Def.'s Mot. at 5 (ECF No. 7).
true that the Employment Agreement has several references to
the simultaneous Asset Purchase Agreement, but I have not
discovered in either document a provision incorporating by
reference the terms of the other. I need not rely on the
plaintiffs' ambiguity argument, however, because section
1404(a) also permits transfer “to any district or
division to which all parties have consented.” The
legal arguments here make clear that all parties now have
consented to the District of Minnesota.
the motion to dismiss is Denied and the motion to transfer is