United States District Court, D. Minnesota
N. ERICKSEN UNITED STATES DISTRICT JUDGE
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.
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.
arrangement continued for roughly ten years. The contract
most recently entered contains a forum-selection clause
[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.
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.
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.” 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).
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.
plaintiff bears the burden of establishing public-interest
factors amounting to the “extraordinary
circumstances” required to deny the transfer.
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