Searching over 5,500,000 cases.


searching
Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.

Elliott v. Manhattan Cryobank, Inc.

United States District Court, E.D. Missouri, Eastern Division

March 22, 2019

KENDAN ELLIOTT, individually, and as next friend of S. J. E., a minor, Plaintiff,
v.
MANHATTAN CRYOBANK, INC., LIFEPRINT GROUP, INC., CN GENETIC PARTNERS LLC, and CCB-MCB, LLC, Defendants.

          MEMORANDUM & ORDER

          JOHN A. ROSS UNITED STATES DISTRICT JUDGE

         This matter comes before the Court on Defendants' collective motion to transfer venue pursuant to 28 U.S.C. § 1404(a). (Doc. No. 19). Plaintiff opposes the motion. (Doc. No. 23). Defendants filed a reply (Doc. No. 24), and Plaintiff filed a sur-reply (Doc. No. 34). For the reasons set forth below, the motion will be granted.

         I. Background

         This lawsuit arises out of a transaction in which Plaintiff and his domestic partner entered into an Agreement for Purchase of Donor Sperm (“the Agreement”) with Defendant Manhattan Cryobank, Inc. Among other provisions, the Agreement includes an acknowledgement that Manhattan Cryobank had performed a complete and thorough screening of its sperm donors for inheritable birth defects and diseases. The Agreement also contains the following paragraph, which the parties agree acts as a forum selection clause:

26. Arbitration: All claims and disputes between or among the parties relating in any way to this agreement or its negotiable performance, interpretation, validity or breach, or to any other rights, duties whether or not arising under this agreement, shall be settled by final and binding arbitration in accordance with the then current Commercial Arbitration Rules of JAMS. Demand for arbitration shall be made within six (6) months after the dispute in question has arisen or be forever barred. The arbitration shall take place in New York, NY, before a single neutral arbitrator from the JAMS panel. Judgment on the award rendered by the arbitrator may be entered in any court in the City and County of New York. This Agreement shall be interpreted in accordance with New York law, excluding conflict of law principles.

Doc. No. 19-1 at ¶ 26.

         Thereafter, Plaintiff's partner was inseminated with sperm from “Donor 184” that was purchased from Manhattan Cryobank. On November 27, 2015, Plaintiff's partner gave birth to S. J. E., who was diagnosed with alpha thalassemia, a rare blood disorder. Plaintiff alleges in the amended complaint that Manhattan Cryobank had represented to Plaintiff that it had screened its sperm donors for genetic defects, including alpha thalassemia, and that Donor 184 did not carry the trait. Plaintiff claims the representation was false, since S. J. E. was born with alpha thalassemia, a genetic trait that is only passed along to the child if both the mother and father possess the trait.

         On February 7, 2019, Plaintiff filed this lawsuit against Defendants, and his amended complaint asserts the following claims individually and as next friend of S. J. E.: (1) products liability; (2) fraudulent inducement; (3) violation of the Missouri Merchandising Practices Act; (4) negligent misrepresentation; (5) fraud; and (6) successor liability. Plaintiff seeks compensatory damages totaling $3, 635, 554 for the future medical care costs required to treat S. J. E.'s disease, as well as punitive damages and attorney's fees. Doc. No. 11.

         On February 13, 2019, Defendants filed a motion to transfer venue pursuant to the Agreement's forum selection clause. Plaintiff opposes the motion, arguing that he was fraudulently induced into the Agreement, that the Agreement was not the fruit of an arm's length negotiation, and that enforcement of the Agreement would be unreasonable and unjust. He further argues that S. J. E. was not a party to the Agreement, and thus cannot be bound by the Agreement's forum selection clause. Lastly, Plaintiff maintains that public interest factors weigh against transfer.

         II. Discussion

         a. Validity of the Forum Selection Clause

          Under federal law, [1] “[f]orum selection clauses are prima facie valid and are enforced unless they are unjust or unreasonable or invalid for reasons such as fraud or overreaching.” M.B. Rests., Inc. v. CKE Rests., Inc., 183 F.3d 750, 752 (8th Cir. 1999) (citing M/S Bremen v. Zapata Off-Shore Co., 407 U.S. 1, 15 (1972)). Plaintiff argues that the forum selection clause in the Agreement is invalid because he entered into the Agreement as a result of fraudulent misrepresentations, and enforcement of the clause would be unreasonable and unjust.

         A “forum-selection clause in a contract is not enforceable if the inclusion of that clause in the contract was the product of fraud or coercion.” Scherk v. Alberto-Culver Co., 417 U.S. 506, 519 n.14 (1974). However, general allegations of fraud in the inducement are insufficient to raise an issue that the forum-selection clause may be unenforceable because of fraud. Marano Enters. of Kansas v. Z-Teca Rests., L.P., 254 F.3d 753, 757 (8th Cir. 2001). In Marano Enterprises, the plaintiff made allegations in its complaint that it was induced by fraud to enter into contracts containing forum selection clauses. Id. Finding that there was no suggestion in the complaint or briefs that the forum selection clauses “were inserted into the agreements as a result of fraud, ” the Eighth Circuit flatly rejected the plaintiff's argument that it could avoid the forum selection clause because it asserted there was fraudulent inducement. Id.

         Here, Plaintiff does not allege in his amended complaint that the forum selection clause in the Agreement was obtained through fraud. Instead, he alleges that he entered into the Agreement based on Manhattan Cryobank's false representations regarding its performance of a complete and thorough screening for inheritable birth defects in the semen of its donors. Plaintiff makes detailed allegations about what the alleged misrepresentations were, but there are no allegations in the amended complaint concerning a forum selection clause. In other words, there is nothing to indicate that the inclusion of the forum selection clause was the product of ...


Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.