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Paxton v. Dish Network LLC

United States District Court, D. Colorado

April 24, 2018



          John Jelderks U.S. Magistrate Judge

         Plaintiffs pro se Michael and Brooke Paxton bring this action against Defendants DISH Network, LLC (“DISH Network”) and DISH Network Services, LLC (“DNS”), collectively (“DISH”). Plaintiffs originally filed their Complaint on August 10, 2017 in Washington County Circuit Court for the State of Oregon. Defendants removed the action to this court on December 5, 2017 based upon diversity jurisdiction. On December 13, 2017, Defendants filed a motion to transfer venue to the U.S. District Court for the District of Colorado pursuant to 28 U.S.C. §1404(a). On March 9, 2018, after the motion to transfer venue was fully briefed, Plaintiffs filed a motion for leave to amend their Complaint. On April 3, 2018, without leave of the Court, Plaintiffs filed a purported Amended Complaint. The Court issued an Order indicating that the Amended Complaint would not be filed since leave had not been given by the Court. For the reasons that follow, Defendants' motion to transfer venue is granted and Plaintiffs' motion for leave to file an Amended Complaint is denied as moot.[1]


         Until 2009 Plaintiffs were both owners of the Oregon corporation, A PDX Pro Co., Inc. (“PDX”). (Decl. of Norman Hawkins ¶¶12-13, Ex. 3). In October 2009, Mr. Paxton transfered all of his interest in the company to Mrs. Paxton and she became the sole owner and President. (Id.). Mr. Paxton continued as an employee of PDX. (Hawkins Decl. Ex. 3).

         DISH Network and DNS are both Colorado limited liability companies with their principal places of business in Englewood, Colorado. (Notice of Removal at 4(c)-(d)). The sole member of each LLC is DISH DBS Corporation, a Colorado corporation also with its principal place of business in Englewood, Colorado. (Id.).

         PDX and DNS entered into a series of Installation Service Agreements beginning in December 2004. (Hawkins Decl. ¶¶ 10, 11, 14). Michael Paxton executed the 2004 and 2006 agreements on PDX's behalf as its President. (Hawkins Decl. ¶¶ 10-11). Brooke Paxton executed a 2009 Installation Agreement on PDX's behalf as its President. Mrs. Paxton also executed a 2010 DISH Network Retailer Agreement with DISH in which PDX agreed to market DISH television programming. (Hawkins Decl. ¶¶ 15-16). Pursuant to the Installation Agreements, PDX performed work for DISH in Oregon and Washington. (Hawkins Decl. ¶ 9).

         The 2009 Installation Agreement, which superseded the prior contracts between PDX and DISH and governed the business relationship between the two entities, contained a forum-selection clause. (Hawkins Decl. Ex. 5, ¶¶ 19-20). The clause provides, in pertinent part:

This Agreement and the relationship between the parties, including all disputes and claims, whether arising in contract, tort or under statute, shall be governed by, interpreted under and enforced in accordance with the laws of the State of Colorado. The federal and state courts of the State of Colorado shall have exclusive jurisdiction to hear and determine any claims, disputes, actions or suits which may arise under or with respect to this Agreement. The parties agree and voluntarily consent to submit themselves to the personal jurisdiction and venue of such courts for such purposes.

(Ex. 5, ¶ 19). The Agreement is “binding upon the heirs, legal representatives, successors and assigns of [DNS] and [PDX].” (Ex. 5, ¶ 23).

         DISH terminated PDX's contract in July 2011. (Hawkins Decl. ¶ 18, Ex. 7). On June 29, 2012, PDX brought a diversity action against DISH in the District of Colorado. (See A PDX Pro Co., Inc. v. Dish Network Serv., LLC, No. 12-CV-01699-RBJ (D. Colo. June 29, 2012), ECF Dkt. #2 Complaint at ¶¶ 5-6 and ECF Dkt. #56 Third Amended Complaint at ¶¶ 3-4).[2] Several of PDX's claims were dismissed upon motion and on summary judgment. After a jury trial, the court entered final judgment in favor of DISH and against PDX on the remainder of PDX's substantive claims. (A PDX Pro Co., Inc. v. Dish Network Serv., LLC, No. 12-CV-01699-RBJ, 2013 WL 3296539 at *6 (D. Colo. July 1, 2013); A PDX Pro Co. Inc., 2014 WL 859431 at *9; A PDX Pro Co., Inc., No. 12-CV-01699-RBJ ECF, Dkt. #204). Over $775, 000 in fees and monetary sanctions entered against PDX in the Colorado action remain outstanding. (Hawkins Decl. ¶¶25-26).


         Plaintiffs' Complaint is not a model of clarity. However, Plaintiffs' allegations center around their business relationship with Defendants. They assert that Defendants misclassified Plaintiffs as contractors while treating them as employees (Compl. generally); that Defendants owe them a “tremendous amount of money” for services rendered and equipment purchased from DISH (Compl. ¶¶ 31-34, 69); and that Defendants were unjustly enriched from profits that were gained as a result of not providing training on the use of the accounting and returns computer systems, not fixing what they allegedly knew were inaccuracies in the systems, and for requiring Plaintiffs to pay for equipment, shipping, and “bad returned equipment.” (Compl. ¶ 67, 34).

         Defendants argue that this action should be transferred to the District of Colorado because the 2009 Installation Agreement has a forum-selection clause that requires any dispute to be brought in Colorado and because Plaintiffs, through PDX, have already brought and had resolved a nearly identical action against DISH in Colorado. Defendants further argue that none of the public-interest factors that the Court must consider in evaluating the motion to transfer constitute the extraordinary circumstances necessary to disregard the forum-selection clause and defeat transfer.

         Plaintiffs' Response, as with their Complaint, is lacking in clarity and is largely a reiteration and expansion of their allegations against Defendants. However, the relevant assertions that can be gleaned from their briefing are that: (1) they, as individuals, have not taken legal action against DISH; (2) they, as individuals, are not in business with and have no legal obligation to DISH; (3) PDX never took legal action against DISH alleging that DISH was Plaintiffs' employer or that DISH violated the FLSA or Oregon law;(4) there is no contract between Plaintiffs and DISH; (5) Plaintiffs ...

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