United States District Court, D. Minnesota
Global Graphic Resources LLC and Daryl K. Hanzal, Petitioners,
Triunfo, Inc., f/k/a Catalina Graphic Films, Inc., Respondent.
ORDER GRANTING MOTION TO TRANSFER VENUE
WILHELMINA M. WRIGHT, UNITED STATES DISTRICT JUDGE
motions are before the Court in this matter. Respondent
Triunfo, Inc., formerly known as Catalina Graphic Films, Inc.
(Catalina), moves to transfer this case to the United States
District Court for the District of Nevada, and Petitioners
Global Graphic Resources LLC and its sole member Daryl K.
Hanzal (collectively, GGR) move to compel arbitration. For
the reasons addressed below, the Court grants Catalina's
motion to transfer venue and declines to address GGR's
motion to compel arbitration.
November 2017, Catalina, a manufacturer, and GGR, a sales and
distribution company, executed two contracts-the “Sales
Representative Agreement” and the “Consulting
Agreement.” These contracts granted GGR exclusive
rights to sell Catalina products in certain areas of the
Midwest (“the Assigned Territory”). In March
2018, Nekoosa LV, LLC, acquired Catalina. According to GGR,
Nekoosa refused to be bound by the Sales Representative
Agreement that gave GGR exclusive rights to sell Catalina
products in the Assigned Territory.
subsequently mailed Catalina a written demand for
arbitration, asserting claims including breach of contract,
intentional misrepresentation, and violation of the Minnesota
Termination of Sales Representatives Act (MTSRA), Minn. Stat.
§ 325E.37. The demand also sought declaratory relief to
prevent Catalina from improperly terminating the Consulting
Agreement and continue payments under the Consulting
Agreement until at least December 31, 2020. GGR subsequently
initiated an action to compel arbitration. Minn. Stat.
§§ 572B.05, 572B.07.
removed the case from state to federal court, Catalina now
moves to transfer to the United States District Court for the
District of Nevada. GGR counters with its motion to compel
Order of Motions
“extraordinary circumstances unrelated to the
convenience of the parties, ” a motion to transfer
venue to enforce a valid forum-selection clause should be
granted. Atl. Marine Constr. Co. v. U.S. Dist. Court for
the W. Dist. of Tex., 571 U.S. 49, 62 (2013). On these
grounds, Catalina argues that its motion to transfer venue
must be decided first, notwithstanding GGR's motion to
Rodgers v. Silva, 920 N.W.2d 664 (Minn.Ct.App.
2018), GGR counters that, when the arbitrability of a dispute
is raised, that issue must be decided before the Court takes
any other action. The Rodgers court held that a
district court erred by granting a motion to dismiss for
failure to state a claim when one of the parties moved to
compel arbitration pursuant to an arbitration agreement. But
Rodgers does not hold that a district court may
only decide the arbitrability of a dispute once it
has been raised. Rather, the Rodgers court held that
a district court may not decide the merits of a
dispute when it appears that the parties are bound by an
enforceable arbitration agreement. 920 N.W.2d at 666-67.
circumstances here are distinguishable from those in
Rodgers in at least two respects. First,
Catalina's motion to transfer venue does not implicate
the merits of the underlying dispute. Second, an arbitration
agreement between the parties does not exist here. Instead,
GGR's efforts to compel arbitration are grounded in
MTSRA, Minn. Stat. § 325E.37. GGR argues that Section
325E.37 confers a “non-waivable right” on a sales
representative to submit claims arising under the MTSRA to
arbitration. Whether the MTSRA provides a sales
representative a statutory “right” to arbitrate
such claims is an issue of first impression that the Court
need not address here. GGR's demand for arbitration
raises multiple claims, only one of which arises under the
MTSRA; and, unlike the dispute in Rodgers, it has
not been established that GGR's dispute with Catalina is
arbitrable, either in whole or in part.
there is no basis to conclude that the act of filing a motion
to compel arbitration, without more, presents
“extraordinary circumstances” that preclude the
enforcement of a valid forum-selection clause, the Court
turns to Catalina's motion to transfer venue.
Catalina's Motion to Transfer Venue
valid forum-selection clause is implicated, it is entitled to
“controlling weight in all but the most exceptional
cases” because it “represents the parties'
agreement as to the most proper forum.” Atl.
Marine, 571 U.S. at 63 (internal quotation marks
omitted). Here, the burden to demonstrate why
the Court should not ...