United States District Court, E.D. Missouri, Eastern Division
JAYSAN SAYLES and JAIMSON STIRILING, d/b/a SAYLES TRANSPORTATION COMPANY, Plaintiffs,
KNIGHT TRANSFORATION COMPANY, INC., Defendant.
MEMORANDUM AND ORDER
L. WHITE UNITED STATES DISTRICT JUDGE.
matter is before the Court on Defendant's Motion to
Transfer (ECF No. 14). This matter is fully briefed and ready
April 15, 2016, Plaintiffs filed a lawsuit against Defendant
Knight Transportation Company, Inc.
("Knight") in the Circuit Court of St. Louis County,
Missouri, styled Jasan Styles and Jamison Stirling d/b/a
Sayles Transportation Company v. Knight Transportation
Company, Inc., Case No. 16SL-CC1376. Knight removed this
action to federal court pursuant to 28 U.S.C. §1332,
asserting complete diversity of citizenship exists between
Plaintiffs and Knight and that more than $75, 000 is in
August 14, 2014, Sayles Transportation Company
("Sayles") entered into a Transportation Brokerage
Agreement with Knight. As part of the Transportation Brokerage
Agreement, Plaintiffs agreed that Sayles would provide
contract carriage and related services to Knight pursuant to
the terms of the Transportation Brokerage Agreement. In turn,
Knight agreed to pay Sales for the transportation of
property. As part of the Transportation Brokerage Agreement,
Sayles agreed to procure and maintain, at its sole cost and
expense, minimum insurance coverage, including Commercial
Automobile Liability Insurance and Motor Truck Cargo Legal
Liability Insurance. Paragraph 19 of the Transportation
Brokerage Agreement, entitled, "Resolution of
Disputes" provides, in relevant part, "[t]he
parties consent and agree to the exclusive jurisdiction of
the federal or state courts of Arizona in any action under
this Agreement and that any such court in Arizona will be an
appropriate forum for such action." The Transpiration
Brokerage Agreement is the only written agreement between
Knight and Plaintiffs or Sayles, other than load confirmation
sheets. In the Complaint, Plaintiffs appear to allege that
Knight breached another written contract-a contract for
insurance-even though no such written contract for insurance
exists between Plaintiffs and Knight. Rather, approximately
fifteen months after entering into the Transportation
Brokerage Agreement, Sayles' requested Knight's
assistance in obtaining insurance. Knight referred Sayles to
Transtar Insurance Brokers, Inc. ("Transtar").
Sayles applied to become part of a group insurance policy
through Transtar. As part of its application, Sayles also
applied to become a member of Avant RPG, Inc., a risk
retention group. In conjunction with its application, Sayles
signed a Membership Agreement with Avant RPG, Inc. On
December 4, 2015, Transtar issued a certificate of insurance
to Sayles for the insurance coverage required under the
Transportation Brokerage Agreement.
Motion to Transfer
argues that this Court should enforce the forum-selection
clause and transfer this entire action to Arizona.
response, Plaintiffs assert that Knight's Motion is
untimely and Knight should have removed this action directly
to the District of Arizona. Next, Plaintiffs maintain that,
even if Defendant is "based" in Arizona, Missouri
still has jurisdiction over Plaintiffs' claims under
Missouri's Long-Arm Statute, R.S. Mo. 506.500. (ECF No.
22 at 3). Plaintiffs assert that this Court has jurisdiction
over Plaintiffs' claims because the relevant contract
relates to Plaintiffs and Plaintiffs' business, which
were all located in Missouri at the time of formation of the
contract. (ECF No. 22 at 3). Plaintiffs assert that their
tort claims do not arise of the contract, but arise out of
negligence in cancelling the contract prematurely and in
error, but more significantly, Plaintiffs' tort claims
arise out of Defendant's negligence, including defamation
and tortuous [sic] interference with business expectancy,
when Defendant communicated to unrelated third parties, who
in turn relied to Plaintiffs' detriment, on
Defendant's defamatory representations, resulting in
substantial loss of business to Plaintiffs.
(ECF No. 22 at 5). Finally, Plaintiffs maintain that Knight
should be estopped from requesting a change in venue "at
this late hour" because Knight failed to seek transfer
prior to removal. (ECF No. 22 at 5-6).
initial matter, the Court holds that Knight's Motion to
Transfer is not untimely.
was required to remove this case to this federal court prior
to seeking a transfer to the District Court of Arizona.
See 28 U.S.C. §1446 ("A defendant or
defendants desiring to remove any civil action from a State
court shall file in the district court of the United States
for the district and division within which such action is
pending a notice of removal..."). Knight could not have
removed this case directly to the District Court of Arizona.
the Court holds that the forum selection clause in the
Transportation Brokerage Agreement is an enforceable
contract. As a general rule, courts enforce valid forum
selection clauses. "[W]hen the parties' contract
contains a valid forum-selection clause, which represents the
parties' agreement as to the most proper
forum.'" Atl. Marine Const. Co. v. U.S. Dist.
Court for W. Dist. of Texas,134 S.Ct. 568, 581 (2013)
(quoting Stewart Org., Inc. v. Ricoh Corp., 487 U.S.
22, 31 (1988)). The "enforcement of valid
forum-selection clauses, bargained for by the parties,
protects their legitimate expectations and furthers vital
interests of the justice system." Stewart Org.,
Inc., 487 U.S. at 33. The Court notes that although
jurisdiction and venue are appropriate in this forum,
personal jurisdiction and venue are also appropriate in
Arizona pursuant to the forum selection clause. The Eighth
Circuit has held that "[d]ue process is satisfied when a
[party] consents to personal jurisdiction by entering into a
contract that contains a valid forum selection clause."
Dominium Austin Partners, LLC v. Emerson, 248 F.3d
720, 726 (8th Cir. 2001); CIC Grp., Inc. v.
Mitchell, No. 4:10CV1789MLM, 2010 WL 5184990, at *3
(E.D. Mo. Dec. 15, 2010). Plaintiffs waived their argument
that venue in Arizona is inconvenient to them because they
consented to jurisdiction there under the forum selection
clause. Nicolais v. Balchem Corp., No. 4:14-CV-1936
CAS, 2015 ...