United States District Court, W.D. Missouri.
OPINION AND ORDER
E. DOWDELL UNITED SJATES DISTRICT JUDGE
Court has for its consideration defendants' Motion to
Dismiss, or in the Alternative, Motion to Transfer (the
“Motion”) (Doc. 11), which plaintiffs have
opposed (Doc. 15). For the reasons set forth herein,
defendants' Motion is granted in part and denied in part.
John Randoll, Michael Townsend, Sonny Frick, and Daniel
Anderson filed this lawsuit alleging that defendant NDI, LLC
(“NDI”) and defendant Jason Williams, NDI's
Chief Operating Officer, violated the Fair Labor Standards
Act of 1938, 29 U.S.C. §§ 201 et seq., and
the Oklahoma Wage and Hour Laws, 40 Okla. Stat. Ann
§§ 165.1 et seq., by misclassifying
plaintiffs as independent contractors, thus failing to
provide overtime and taking improper deductions from their
paychecks. (Doc. 2). Plaintiffs, who are satellite dish
installers, each entered into a Contractor Agreement (the
“Agreement”) with NDI. Defendants' Motion is
premised upon the following forum selection clause contained
in the Agreement:
In the event of any legal action involving this Agreement,
the parties agree that exclusive venue shall be where NDI,
LLC's corporate headquarters is located. With respect to
all disputes under this Agreement, Contractor submits itself
to the exclusive personal jurisdiction of the federal and
state courts of the State of Missouri.
Doc. 11, Ex. A, 1-5 at ¶ 25(f). Defendants have provided
defendant Williams' affidavit showing that NDI's
corporate headquarters is in Joplin, Missouri. (Doc. 11, Ex.
A, ¶ 5). Defendants' Motion argues that, based on
the forum selection clause above, plaintiffs' claims
should be dismissed for improper venue under Fed.R.Civ.P.
12(b)(3), or alternatively that the case should be
transferred to the United States District Court for the
Western District of Missouri pursuant to 28 U.S.C. §
1404(a). (Doc. 11 at 1). In their Response, plaintiffs argue
that defendants' Motion should be denied because the
forum selection clause is not valid. (Doc. 15 at 8).
Motion to Dismiss
defendants argue that, pursuant to Fed.R.Civ.P. 12(b)(3), the
forum selection clause in the Agreement mandates dismissal of
plaintiffs' claims. However, the Supreme Court has
explicitly rejected this argument, stating that “a case
filed in a district that falls within § 1391 may not be
dismissed under . . . Rule 12(b)(3).” Atl. Marine
Const. Co. v. U.S. Dist. Court for W. Dist. of Texas,
134 S.Ct. 568, 577, 187 L.Ed.2d 487 (2013). The Court
reasoned that if a federal venue statute, such as §
1391, allows a suit to be brought in a particular district,
the mere presence of a forum selection clause “cannot
render venue in that district
“‘wrong.'” Id. at 578. Here,
as in Atlantic Marine Construction Co., the
plaintiffs established venue under § 1391(b). Thus,
defendants' Motion cannot be granted based on its
argument that dismissal under Fed.R.Civ.P. 12(b)(3) is
Motion to Transfer
contrast, the Supreme Court has held that § 1404(a) is
the appropriate mechanism for a federal district court to
transfer a case based on the presence of a forum selection
clause. Atl. Marine Const. Co., 134 S.Ct. at 574;
see also 28 U.S.C. § 1404(a) (“For the
convenience of parties and witnesses, in the interest of
justice, a district court may transfer any civil action to
any other district or division where it might have been
brought or to any district or division to which all parties
have consented.”). Accordingly, defendants'
argument that the case should be transferred holds merit.
Circuit law makes clear that a forum selection clause is
“prima facie valid and should be enforced
unless enforcement is shown by the resisting party to be
unreasonable under the circumstances.” Milk
‘N' More, Inc. v. Beavert, 963 F.2d 1342, 1346
(10th Cir. 1992). When presented with a motion for transfer
under § 1404, “a district court should transfer
the case unless extraordinary circumstances unrelated to the
convenience of the parties clearly disfavor a
transfer.” Atl. Marine Const. Co., 134 S.Ct.
at 575. A forum selection clause clearly designating a
specific venue and accompanied by mandatory language showing
that jurisdiction is only appropriate in the designated forum
will be enforced as mandatory. Am. Soda, LLP v. U.S.
Filter Wastewater Grp., Inc., 428 F.3d 921, 927 (10th
Cir. 2005). Here, the clause states that “exclusive
venue shall be where NDI, LLC's corporate headquarters is
located” and that plaintiffs “submit[ted]
[themselves] to the exclusive personal jurisdiction of the
federal and state courts of the State of Missouri.” The
parties have clearly designated the proper venue by use of
the word “exclusive, ” which is accompanied by
the mandatory word “shall.” Moreover, there is no
dispute that plaintiffs' claims fall within the scope of
the forum selection clause and arise under the Agreement.
Thus, the forum selection clause is prima facie valid unless
plaintiffs meet their heavy burden to show that the clause is
invalid or that enforcement of the clause would be
unreasonable and unjust under the circumstances. Riley v.
Kingsley Underwriting Agencies, Ltd., 969 F.2d 953, 956
(10th Cir. 1992); see also Cardoni v. Prosperity
Bank, 2014 WL 3369334, at *6 (N.D. Okla. July 9, 2014).
a district court ruling on a § 1404 motion must weigh
public interest factors and the convenience of the parties.
Atl. Marine Const. Co., 134 S.Ct. at 581. However,
in a case containing a forum selection clause, the standard
analysis is altered in three ways. First, the plaintiff's
choice of forum is entitled to no weight, because “when
a plaintiff agrees by contract to bring suit only in a
specified forum-presumably in exchange for other binding
promises by the defendant-the plaintiff has effectively
exercised its ‘venue privilege' before a dispute
arises.” Id. at 582. Second, the district
court should not consider the parties' private interests,
and “must deem the private-interest factors to weigh
entirely in favor of the preselected forum.”
Id. While a court may consider public interest
factors, they will “rarely defeat a transfer
motion.” Id. Third, “when a party bound
by a forum-selection clause flouts its contractual obligation
and files suit in a different forum, a § 1404(a)
transfer of venue will not carry with it the original
venue's choice-of-law rules, ” because it would
encourage gamesmanship. Id. at 583.
argue that the forum selection clause is invalid because they
never entered into a contract with NDI, or alternatively that
they lacked consent when signing the Agreements. First,
plaintiffs suggest that they never entered into contracts
with NDI because the Agreements were between NDI and
“Anderson Installations, ” “Frick Installs,
” “Randoll Installs, ” and “Townsend
Inc., ” not the plaintiffs by name. (Doc. 15 at 9).
However, a review of each plaintiff's Agreement
demonstrates plaintiffs' statement to be untrue-the first
paragraph of each Agreement explicitly states that the
Agreement was entered into between NDI and Daniel ...