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TLE Marketing Corp. v. WBM, LLC

United States District Court, D. Minnesota

November 16, 2017

TLE Marketing Corporation, Plaintiff,
v.
WBM, LLC, Defendant.

          ORDER

          JOAN N. ERICKSEN UNITED STATES DISTRICT JUDGE

         This case is before the Court on the motion of Defendant WBM, LLC (“WBM”) to transfer venue pursuant to 28 U.S.C. § 1404(a) (2012). Plaintiff TLE Marketing Corporation (“TLE Marketing”) opposes the transfer. For the reasons set forth below, the Court grants the motion to transfer venue to the United States District Court for the District of New Jersey.

         BACKGROUND

         TLE Marketing is an independent sales agency that markets and sells the products of manufacturers and importers. TLE Marketing Br. 3, ECF No. 16. WBM develops, imports, and markets “various distinctive lines and brands of products.” WBM Br. 2, ECF No. 9. In 2007, WBM and TLE Marketing signed a sales representative contract providing that TLE Marketing would sell WBM's products. Id.; TLE Marketing Br.

         3. This arrangement continued for roughly ten years. The contract most recently entered contains a forum-selection clause stipulating that

[a]ll disputes under this Agreement shall be resolved by litigation in the Courts of the State of New Jersey including the federal courts therein and the parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available to it.

Decl. of Nafees Anjum Ex. A at 10, ¶ 7.3, ECF No. 10-1.

         In June of 2017, WBM terminated the contract. WBM Br. 3; TLE Marketing Br. 6; Compl. ¶ 15, ECF No. 1-1. TLE Marketing then filed a complaint in Minnesota asserting claims for breach of contract, wrongful termination in violation of Minn. Stat. § 325E.37, and failure to pay commissions in violation of Minn. Stat. § 325E.37 and § 181.145. Compl. ¶¶ 19-44. After filing an answer and counterclaim, WBM moved to transfer venue to the United States District Court for the District of New Jersey. ECF No. 7. WBM contends that the above forum-selection clause requires transfer. WBM Br. 1-2. TLE Marketing insists that the forum-selection clause is “void, as against Minnesota public policy, ” and, therefore, the Court should deny the motion to transfer. TLE Marketing Br. 1-2.

         STANDARD OF REVIEW

         28 U.S.C. § 1404(a) provides that, “[f]or the convenience of the 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.”[1] If, however, “the parties have agreed to a valid forum-selection clause, a district court should ordinarily transfer the case to the forum specified in that clause. Only under extraordinary circumstances unrelated to the convenience of the parties should a § 1404(a) motion be denied.” Atl. Marine Constr. Co., Inc. v. United States District Court for the Western District of Texas, 134 S.Ct. 568, 581 (2013).

         In deciding whether to transfer to the preselected forum, “the plaintiff's choice of forum merits no weight” and the Court may not “consider arguments about the parties' private interests.” Id. at 581-82. Rather, the Court “may consider arguments about public-interest factors only.” Id. at 582. Those factors include “the administrative difficulties flowing from court congestion; the local interest in having localized controversies decided at home; [and] the interest in having the trial of a diversity case in a forum that is at home with the law.” Id. at 582 n.6 (citation omitted). But “[b]ecause those [public-interest] factors will rarely defeat a transfer motion, the practical result is that forum-selection clauses should control except in unusual cases.” Id. at 582. Although such cases are “conceivable, ” they “will not be common.” Id.

         The plaintiff bears the burden of establishing public-interest factors amounting to the “extraordinary circumstances” required to deny the transfer. Id.

         DISCUSSION

         TLE Marketing does not oppose the motion to transfer by arguing that the forum-selection clause is invalid. See M.B. Rests., Inc. v. CKE Rests., Inc., 183 F.3d 750, 752 (8th Cir. 1999) (explaining that forum-selection clauses are “invalid for reasons such as fraud or overreaching”). ...


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