Lawson v. Global Payments Inc.

          ORDER

          PHILIP A. BRIMMER, CHIEF JUDGE

         This matter is before the Court on Defendants' Motion to Dismiss Due to Improper Venue or, In the Alternative, to Transfer Venue to the District of New Jersey [Docket No. 16]. The Court has jurisdiction over this case pursuant to 28 U.S.C. §§ 1331 and 1367.

         I. BACKGROUND

         This case arises out of the termination of plaintiff's employment with defendants on September 27, 2016. Docket No. 1 at 3, 7, ¶¶ 14, 30. On December 31, 2018, plaintiff filed this lawsuit asserting claims for wrongful termination on the basis of gender in violation of Title VII of the Civil Rights Act of 1964 (“Title VII”), 42 U.S.C. § 2000e et seq., termination in violation of Colorado public policy, tortious interference with prospective business relations under Colorado law, and unpaid wages and penalties under the Colorado Wage Claim Act (“CWCA”), Colo. Rev. Stat. § 8-4-101 et seq. Docket No. 1 at 9-11. On January 23, 2019, defendants moved to dismiss the action for improper venue or, in the alternative, to transfer it to the U.S. District Court for the District of New Jersey on the basis of a forum selection clause in the “Relationship Manager Agreement” (the “Agreement”) entered into by plaintiff and Heartland Payment Systems, Inc. (“Heartland” or “HPS”) on May 26, 2014. See Docket No. 16 at 1-2; Docket No. 16-2 at 8 (signature page signed by plaintiff and Heartland Payment Systems Inc. on May 26, 2014).^[1] The forum selection clause provides, in relevant part:

Any suit, action or proceeding arising out of or relating to this Agreement shall be brought only in a Superior Court of New Jersey or the United States District Court for the District of New Jersey and Employee hereby agrees and consents to the personal and exclusive jurisdiction of said courts over him or her as to all suits, actions and proceedings arising out of or related to this Agreement, and Employee further waives any claim that such suit, action or proceeding is brought in an improper or inconvenient forum.

Docket No. 16-2 at 5, ¶ 17. The Agreement also contains a choice-of-law provision stating that the “Agreement shall be governed by, and construed in accordance with the laws of the State of New Jersey, without giving effect to conflict of laws principles.” Id., ¶ 16.

         On February 14, 2019, plaintiff filed a response opposing defendants' motion for dismissal or transfer. Docket No. 31. She argues that (1) dismissal under Fed.R.Civ.P. 12(b)(3) is procedurally improper; (2) the forum selection clause does not apply to her claims; and (3) enforcement of the forum-selection clause would be unreasonable in this case. See Docket No. 31 at 3-7.

         II. DISMISSAL UNDER FED. R. CIV. P. 12(b)(3)

         Defendants move to dismiss this case for improper venue under Fed.R.Civ.P. 12(b)(3). Docket No. 16 at 4. However, a “forum-selection clause does not render venue in a court ‘wrong' or ‘improper' within the meaning of [28 U.S.C.] § 1406(a) or Rule 12(b)(3).” Atl. Marine Constr. Co. v. U.S. Dist. Ct. for the W. Dist. Tex., 571 U.S. 49, 59 (2013); see also Niemi v. Lasshofer, 770 F.3d 1331, 1351 (10th Cir. 2014). Instead, the proper mechanism for enforcing a forum-selection clause is a motion to transfer under 28 U.S.C. § 1404(a). See Atl. Marine Constr. Co., 571 U.S. at 59. Defendants' request for dismissal under Rule 12(b)(3) will therefore be denied.

         III. TRANSFER UNDER 28 U.S.C. § 1404(a)

         Defendants alternatively seek transfer of this case to the District of New Jersey pursuant to 28 U.S.C. § 1404(a). See Docket No. 16 at 5. Section 1404(a) provides:

For the convenience of 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 or to any district or division to which all parties have consented.

28 U.S.C. § 1404(a). Courts weigh a number of private and public interest factors in determining whether transfer is appropriate under § 1404(a). Relevant private interests include “relative ease of access to sources of proof; availability of compulsory process for attendance of unwilling, and the cost of obtaining attendance of willing, witnesses; possibility of view of premises, if view would be appropriate to the action; and all other practical problems that make trial of a case easy, expeditious and inexpensive.” Atl. Marine Constr. Co., 571 U.S. at 62 n.6 (quoting Piper Aircraft Co. v. Reyno, 454 U.S. 235, 241 n.6 (1981)). Public interest 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. (internal quotation marks and bracket omitted)).

         In the ordinary case, the party seeking transfer under § 1404(a) bears the “burden of establishing that the existing forum is inconvenient.” Chrysler Credit Corp. v. Country Chrysler, Inc., 928 F.2d 1509, 1515 (10th Cir. 1991). The analysis changes, however, when a motion for transfer is based on an applicable, mandatory, valid, and enforceable forum-selection clause. See Atl. Marine Constr. Co., 571 U.S. at 62; cf. Azima v. RAK Inv. Auth., 926 F.3d 870, 875 (D.C. Cir. June 18, 2019) (discussing analysis that applies when motion to dismiss for forum non conveniens is based on an “applicable, mandatory, valid, and enforceable” forum-selection clause). First, “the plaintiff's choice of forum merits no weight” and “the plaintiff bears the burden of establishing that transfer to the forum for which the parties bargained is unwarranted.” Atl. Marine Constr. Co., 571 U.S. at 63. Second, the court resolving the transfer motion may consider only public-interest factors and not the parties' private interests on the premise that parties who agree to a forum-selection clause “waive the right to challenge the preselected forum as inconvenient ...