Opinion
Civil Action No. 04-4480.
November 2, 2004
ORDER
AND NOW, this 2nd day of November, 2004, upon consideration of Defendant's Motion to Dismiss for Lack of Personal Jurisdiction (Doc. No. 4), and Plaintiff's response thereto, IT IS HEREBY ORDERED that said Motion is DENIED.
Defendant, a Florida corporation with its principal place of business in Florida, has moved to dismiss this breach of contract action for lack of personal jurisdiction. The Complaint alleges the following pertinent facts. Defendant entered into two contracts to lease certain equipment from Norvergence, Inc. ("Norvergence"). (Compl. ¶¶ 3, 8.) Norvergence subsequently assigned its rights under the contracts to Plaintiff, a Pennsylvania corporation with its principal place of business in Pennsylvania. (Id. ¶¶ 1, 13.) Defendant received notice of the assignment. (Id. Ex. C, F.) In response to Defendant's Motion, Plaintiff maintains that this Court has personal jurisdiction over Defendant based on the mandatory forum selection clause contained in both of the contracts at issue:
This agreement shall be governed by, construed and enforced in accordance with the laws of the State in which Rentor's principal offices are located or, if this Lease is assigned by Rentor, the State in which the assignee's principal offices are located, without regard to such State's choice of law considerations and all legal actions relating to this Lease shall be venued exclusively in a state or federal court located within that State, such court to be chosen at Rentor or Rentor's assignee's sole option. . . .
(Compl. Ex. A, D) (emphasis added).
It is well-settled that a party may consent by contract to personal jurisdiction. M/S Bremen v. Zapata Off-Shore Co., 407 U.S. 1, 15 (1972). "In federal court, the effect to be given a contractual forum selection clause in diversity cases is determined by federal law." Jumara v. State Farm Ins. Co., 55 F.3d 873, 877 (3d Cir. 1995). Under federal law, forum selection clauses "are prima facie valid and should be enforced unless the enforcement is shown by the resisting party to be `unreasonable' under the circumstances." M/S Bremen, 407 U.S. at 18. "A forum selection clause is `unreasonable' where the defendant can make a `strong showing' either that the forum selection clause is `so gravely difficult and inconvenient that he will for all practical purposes be deprived of his day in court,' or that the clause was procured through `fraud or overreaching.'" Foster v. Chesapeake Ins. Co., 933 F.2d 1207, 1219 (3d Cir. 1991) (quoting M/S Bremen, 407 U.S. at 15).
Defendant argues that the forum selection clause is unreasonable for several reasons. First, Defendant argues that its lack of contacts with Pennsylvania makes the forum selection clause unreasonable. However, "in actions involving forum selection clauses, analysis of the contacts with the forum state is inappropriate. Instead, the court must consider the validity and effect of the forum selection clause in order to determine if there has been a consent to in personam jurisdiction." Fuller Co. v. RDM Tech. BV, Civ. A. No. 99-1684, 1999 WL 961217, at *2 (E.D. Pa. Oct. 15, 1999) (quoting Provident Mut. Life Ins. Co. v. Bickerstaff, 818 F. Supp. 116, 118 (E.D. Pa. 1993)). Defendant also argues that litigating this matter in Pennsylvania would be extremely inconvenient since its corporate headquarters is located over a thousand miles away, all of its potential witnesses reside outside of Pennsylvania, and the equipment at issue under the contracts is located outside of Pennsylvania. It is well-settled, however, that "[a] showing that the objecting party will have to tolerate some [greater] inconvenience or annoyance (e.g., by incurring additional expenses) will not suffice" to establish that a forum selection clause is unreasonable. Pennsylvania House, Inc. v. Barrett, 760 F. Supp. 439, 444 (M.D. Pa. 1991); see also Central Contracting Co. v. Maryland Cas. Co., 367 F.2d 341, 344 (3d Cir. 1966) ("Mere inconvenience or additional expense is not the test of unreasonableness, since it may be assumed that the [defendant] received under the contract consideration for these things."). Defendant finally argues that the forum selection clause is unduly vague because it does not provide express notice of the applicable forum. A similar argument was rejected by the court inDanka Funding, LLC v. Page, Scrantom, Sprouse, Tucker Ford, P.C., 21 F. Supp. 2d 465 (D.N.J. 1998). In Danka, the defendant argued that a forum selection clause "professing to consent to jurisdiction in the state where a party's or its assignee's principal place of business lies" was unenforceable because it did not identify the assignee or the assignee's principal place of business. Id. at 472. In concluding that the forum selection clause was enforceable, the court stated that "[t]he [defendant], because it professes to be bound by such agreement, must make any inquiries it feels necessary to ascertain the identity of the assignee before it enters into the agreement. Failure to so inquire will result in the Court's conclusion that the [defendant] has consented to jurisdiction wherever the party's or its assignee's principal place of business lies." Id.; see also GreatAmerica Leasing Corp. v. Telular Corp., Civ. A. No. 98-127, 1999 WL 33656867, at *4 (N.D. Iowa Apr. 20, 1999) (enforcing forum selection clause providing for jurisdiction in state where assignee's principal place of business is located); A.I. Credit Corp. v. Dijounas, Civ. A. No. 91-6234, 1992 WL 131783, at *1 (S.D.N.Y. June 2, 1992) (same). The Court additionally notes that, in the instant case, Defendant entered into the contracts at issue with Norvergence, whose principal offices appear to be located in New Jersey. (See Compl. Ex. A, D.) As Defendant presumably anticipated being haled into court in neighboring New Jersey, it cannot now claim that Pennsylvania is an unreasonable forum.
Defendant has failed to make a strong showing either that enforcement of the forum selection clause would be "so gravely difficult and inconvenient" as to deprive Defendant of its day in court, or that the clause was procured through fraud or overreaching. M/S Bremen, 407 U.S. at 18. The Court concludes, therefore, that the forum selection clause at issue is valid and enforceable. Pursuant to the forum selection clause, the Court has personal jurisdiction over Defendant in this action. Accordingly, the instant Motion is denied.