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Williams v. Aire Serv, LLC

United States District Court, D. Maine

October 12, 2018

TROY WILLIAMS D/B/A TROY WILLIAMS HEATING, Plaintiff,
v.
AIRE SERV, LLC AND THE DWYER GROUP, INC., Defendants.

          ORDER ON DEFENDANTS' MOTION TO DISMISS AND MOTION TO TRANSFER VENUE

          Nancy Torresen United States Chief District Judge

         Before the Court is the Defendants' motion to dismiss the Plaintiff's Complaint pursuant to Federal Rule of Civil Procedure 12(b)(6) or, alternatively, to transfer the action to the United States District Court for the Western District of Texas, Waco Division, pursuant to 28 U.S.C. § 1404(a). (ECF No. 4.) For the reasons stated below, the motion to dismiss is DENIED and the motion to transfer venue is GRANTED.

         BACKGROUND

         Plaintiff Troy Williams (“Williams” or the “Plaintiff”) owns and operates Troy Williams Heating in Bangor, Maine. Compl. ¶¶ 5-6 (ECF No. 1-1). Defendant Aire Serv, LLC is a franchise organization that provides maintenance and repair for heating, cooling, and ventilation systems, and Defendant Dwyer Group is the holding company of Aire Serv (collectively “Aire Serv” or the “Defendants”). Compl. ¶¶ 7-9.

         Williams allegedly entered into a franchise agreement with Aire Serv to turn his existing business into an Aire Serv franchise (the “Franchise Agreement”). Compl. ¶ 45; Def.'s Ex. A (ECF No. 4-1). Williams claims that he entered the Franchise Agreement based upon Aire Serv's representations that his franchise would have a 30 mile exclusive zone in which no other Aire Serv franchise could operate, and that his zone would include Bangor, where his business was located. Compl. ¶¶ 12, 16. After signing the Franchise Agreement, Williams discovered that his zone included only the area south of Bangor, and that Aire Serv had entered into a franchise agreement with another business located north of Bangor. Compl. ¶¶ 46-47, 55, 57. Neither franchise had exclusive rights to Bangor. Compl. ¶ 56.[1]

         The Franchise Agreement includes a forum selection clause that provides,

Consent to Jurisdiction. FRANCHISOR AND FRANCHISEE SPECIFICALLY AGREE THAT ANY ACTION ON ANY DISPUTE SHALL BE FILED IN A FEDERAL OR STATE COURT LOCATED IN WACO, MCLENNAN COUNTY, TEXAS, AND FRANCHISEE HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND SPECIFICALLY WAIVES ANY OBJECTION IT MAY HAVE TO EITHER THE JURISDICTION OR VENUE OF SUCH COURTS. However, Franchisor may, at its option, seek to enforce this Agreement and any arbitration orders and awards in the courts of the state or states in which Franchisee is domiciled or the Territory is located. FRANCHISOR AND FRANCHISEE ACKNOWLEDGE AND AGREE THAT THEIR AGREEMENT REGARDING APPLICABLE STATE LAW AND FORUM PROVIDE EACH OF THE PARTIES WITH THE MUTUAL BENEFIT OF THE UNIFORM INTERPRETATION OF THIS AGREEMENT AND ANY DISPUTE ARISING OUT OF THIS AGREEMENT OR THE RELATIONSHIP BETWEEN THE PARTIES. THE PARTIES FURTHER ACKNOWLEDGETHE RECEIPT AND SUFFICIENCY OF MUTUAL CONSIDERATION FOR SUCH BENEFIT.

Defs.' Ex. A 33-34 (emphasis in original).

         The Plaintiff initially sued Aire Serv in Penobscot County Superior Court. Compl.[2] The Defendants removed the action to this Court and now move to dismiss the case for failure to state a claim because of the Plaintiff's alleged failure to comply with the forum selection clause, or alternatively, to transfer venue to the United States District Court for the Western District of Texas, Waco Division. Notice of Removal (ECF No. 1); Defs.' Mot.

         LEGAL STANDARD

         Venue “refers to the geographic specification of the proper court or courts for the litigation of a civil action that is within the subject-matter jurisdiction of the district courts in general.” 28 U.S.C. § 1390. Section 1391(b) provides that:

A civil action may be brought in-(1) a judicial district in which any defendant resides, if all defendants are residents of the State in which the district is located; (2) a judicial district in which a substantial part of the events or omissions giving rise to the claim occurred, or a substantial part of property that is the subject of the action is situated; or (3) if there is no district in which an action may otherwise be brought as provided in this section, any judicial district in which any defendant is subject to the court's personal jurisdiction with respect to such action.

28 U.S.C. § 1391(b). Where a plaintiff complies with § 1391(b), venue is considered “proper.”[3] While a plaintiff gets to choose where among the § 1391(b) options to file a complaint, a district court may, upon motion or consent of all parties, transfer the case to another district or division. 29 U.S.C. § 1404(a). In deciding whether to transfer a case, courts “must evaluate both the convenience of the parties and various public-interest considerations” as part of the § 1404(a) analysis. Atl. Marine, 571 U.S. at 62. Courts weigh these factors and determine whether, on the whole, “transfer would serve ‘the convenience of the parties and witnesses' and otherwise promote ‘the interest of justice.' ” Id. at 62-63 (quoting 28 U.S.C. § 1404(a)).

         Parties may agree to limit appropriate venues for potential future lawsuits through a forum selection clause in a contract. See Atl. Marine Constr. Co. v. U.S. Dist. Court for the W. Dist. of Tex., 571 U.S. 49, 53 (2013). When a plaintiff files suit in a “proper” venue for purposes of § 1391(b) but in a venue other than where the parties agreed to litigate in a forum selection clause, a defendant may seek to enforce the forum selection clause by filing a motion to transfer venue under 28 U.S.C. § 1404(a). Id. at 59.[4] “ ‘[A] valid forum-selection clause [should be] given controlling weight in all but the most exceptional cases.' ” Id. at 63 (quoting Stewart Org., Inc. v. Ricoh Corp., 487 U.S. 22, 33 (1988)) (second alteration in original). Where there is a valid forum selection clause, courts alter their transfer analysis in three ways. First, the plaintiff's choice of forum is entitled to no weight, and the plaintiff bears the burden of establishing that transfer to the bargained-for forum is improper. Id. at 63-64. Second, the court may consider public-interest concerns, but not the parties' private concerns (meaning, their ...


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