United States District Court, D. Maine
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 ...