Opinion
No. 2:99CV218-P-B
June 13, 2000
MEMORANDUM OPINION
This case is presently before the Court on defendants' motions to dismiss [7-1 and 8-1], plaintiff's motion to voluntarily dismiss without prejudice [11-1], and defendants' motion to transfer to the Eastern District of Missouri [16-1]. Finding that this case should be transferred to the Eastern District of Missouri, this Court will deny the defendants' motions to dismiss and the plaintiff's motion to dismiss without prejudice. The relevant facts of the case are as follows:
FACTUAL BACKGROUND
Plaintiff Rudolph Massey, a farmer in Coahoma County, Mississippi, purchased Hartz Roundup Ready soybean seeds, manufactured by Defendant Monsanto Company. On November 8, 1999, he filed this lawsuit against Monsanto and Terra International on behalf of himself and other persons who purchased these biologically-engineered soybean seeds, alleging violations of the Sherman Anti-Trust Act, violations of Mississippi's anti-trust laws, violations of RICO, negligence, fraud and deceit, breach of implied warranty of merchantability, and breach of implied duty of good faith and fair dealing. On January 31, 2000, the defendants filed motions to dismiss certain counts of the complaint. On March 8, 2000, Massey filed a motion to voluntarily dismiss without prejudice. Subsequently, on April 10, 2000, the defendants filed a motion to transfer the case to the Eastern District of Missouri.
This case is very similar to other class action complaints filed in the United States District Court for the District of Columbia and the United States District Court for the Southern District of Illinois. Massey, et al. v. Monsanto was filed in the Northern District of Mississippi in November of 1999, Higginbotham, et al. v. Monsanto was filed in the District of Columbia in December of 1999, and Blades, et al. v. Monsanto was filed in the Southern District of Illinois in February of 2000. On May 22, 2000, Judge Colleen Kollar-Kotelly, U.S. District Court Judge for the District of Columbia, ordered that Higginbotham be transferred to the Southern District of Illinois, where the Blades case is pending. The Blades court has set a hearing on June 19, 2000, on Monsanto's motion to dismiss and Monsanto's motion to transfer venue to the Eastern District of Missouri.
All parties agree that the lawsuits should be tried together; however, Monsanto does not agree that the Southern District of Illinois is the proper forum. In this case, as in the others, Monsanto relies heavily on a "forum selection clause" contained in Monsanto's Technology Agreement ("TA"), which states that the appropriate venue for claims arising under the TA is the Eastern District of Missouri.
The provision reads "THIS AGREEMENT IS GOVERNED BY THE LAWS OF THE STATE OF MISSOURI AND THE UNITED STATES (OTHER THAN THE CHOICE OF LAW RULES). THE PARTIES CONSENT TO THE EXCLUSIVE JURISDICTION OF THE U.S. DISTRICT COURT FOR THE EASTERN DISTRICT OF MISSOURI, EASTERN DIVISION, AND THE CIRCUIT COURT OF THE COUNTY OF ST. LOUIS, STATE OF MISSOURI, FOR ALL DISPUTES ARISING UNDER THIS AGREEMENT."
LEGAL ANALYSIS
Forum Selection ClauseA forum selection clause should control absent a strong showing that it should be set aside. The Bremen v. Zapata Off-Shore Company, 407 U.S. 1, 15, 92 S.Ct. 1907, 32 L.Ed.2d 513 (1972). Such a "strong showing" would include clauses which are tainted by fraud, undue influence, or overwhelming bargaining power. Id.
In the case presently before this Court, Massey acknowledges that he signed an agreement which stated that the appropriate venue for any claim arising from that agreement between Massey and Monsanto is the Eastern District of Missouri. However, he claims that this forum selection clause should be given little or no weight since the contracts, on a "class-wide basis," were tainted by fraud. Massey asserts that several of the signatures on these agreements may have been forged. See Def.'s Mem. Supp. Summ. J. at 6, Monsanto v. Stratemeyer, Civil No. 99CV01218CEJ (E.D.Mo.); George Higginbotham Aff., Higginbotham v. Monsanto, Civil No. 1:99CV03337CKK (D.C. Cir.); Collin Cain Aff., Blades v. Monsanto, Civil No, 00-4034-GPM (S.D.Ill). But Massey, the only named plaintiff in this case, did sign his Technology Agreement. Therefore, he cannot claim that his signature was obtained by fraud.
Massey also claims that the agreement was the result of unequal bargaining power between this conglomerate and an average farmer, and that since he was forced to sign the agreement if he wanted to purchase soybeans from Monsanto, his assent to the agreement was not truly voluntary. See Bank of Indiana, N.A. v. Holyfield, 476 F. Supp. 104, 109-110 (S.D.Miss. 1979) ("A lack of voluntariness is demonstrated in contracts of adhesion when there is a great imbalance in the parties' relative bargaining power, the stronger party's terms are unnegotiable, and the weaker party is prevented by market factors, timing or other pressures from being able to contract with another party on more favorable terms or to refrain from contracting at all."). However, Monsanto points out, and the Court agrees, that Massey had the opportunity to purchase any of the numerous other soybean seed varieties available on the market. Thus, Massey, as the "weaker party," was not prevented in anyway from refusing to enter into the agreement. Despite Massey's contentions to the contrary, this Court cannot find that he signed the agreement due to fraud, undue influence, or an overwhelming bargaining power.
In addition, Massey asserts that, given the standard form language, or "boilerplate nature," of this forum selection clause, this Court should give the clause little weight in ruling on the motion to transfer. When a forum selection clause is "an obscure boilerplate provision, obviously inserted only for the convenience of the defendant, with no indication of having been freely bargained between the parties," a court may deny enforcement. Couch v. First Guaranty Limited, 578 F. Supp. 331, 333 (N.D.Tex. 1984). Forum selection clauses contained in boilerplate contracts are "subject to judicial scrutiny for fundamental fairness." Carnival Cruise Lines, Inc. v. Shute, 49 U.S. 585, 595, 111 S.Ct. 1522, 1528, 113 L.Ed.2d 622 (1991). Massey asserts that the forum selection clause in the agreement is an obscure boilerplate provision, in that it is "not even located anywhere near the signature line, but is buried at the end of a lengthy page of clauses." Opp. at 9. This Court has reviewed the agreement in question, and finds that Massey's argument is without merit. The entire agreement is only two pages, and the forum selection clause is the last paragraph on the second page. Furthermore, the clause is the only provision in the agreement that is written entirely in capital letters. Clearly, the provision is not "obscure" as Massey claims, and the boilerplate clause is enforceable.
A case brought in federal court may be transferred to any other district or division where it might have been brought "[f]or the convenience of the parties and witnesses [and] in the interests of justice." 28 U.S.C. § 1404 (a). The purpose of § 1404(a) is to avoid "waste of time, energy and money and to protect litigants, witnesses and the public against unnecessary inconvenience and expense." Van Dusen v. Barrack, 376 U.S. 612, 616, 84 S.Ct. 805, 11 L.Ed.2d 945 (1964) (citations omitted). The decision to transfer a suit to a more convenient location is in the sound discretion of the Court. Nowell v. Dick, 413 F.2d 1204 (5th Cir. 1969). When determining the convenience of the parties and the interests of justice, the Court is allowed to consider a wide range of circumstances under the particular facts of each case. Stewart Organization, Inc. v. Riouch Corp., 487 U.S. 22, 29, 108 S.Ct. 2239, 2243, 101 L.Ed.2d 22 (1988).
The Court may consider the following factors when determining whether to transfer a case under § 1404(a):
the relative ease of access to sources of proof;
the availability of compulsory process, where necessary, over witnesses;
the cost of obtaining witnesses for attendance at trial;
the possibility of a view of the premises, if appropriate;
the enforceability of a judgment;
administrative difficulties of the courts;
the local interest of the controversy, and the imposition of jury duty on citizens residing in a community having no relation to the litigation;
the propriety of having the action tried in a forum "at home" with the state law governing the case;
the plaintiff's choice of forum;
the possibility that trial in the original forum will result in inconvenience, vexation, oppression, or harassment of the defendants;
all other practical problems that make the trial of a case easy, expeditious, and inexpensive.
First Mississippi Corporation v. Thunderbird Energy, Inc., 876 F. Supp. 840, 845 (S.D.Miss1995) (citing Radio Sante Fe, Inc. v. Sena, 687 F. Supp. 284, 287 (E.D.Tex. 1988)). The Court is allowed to consider the above factors, even when a forum selection clause is present, if the Court concludes "that enforcement of the clause would effectively `deprive [the party moving for the change of venue] of [his] day in court.'" Id. (citing Seattle-First Nat'l Bank v. Mangas, 900 F.2d 795, 799 (5th Cir. 1990)).
With regard to the "convenience" factor of § 1404(a), the plaintiff in this case urges the Court that the defendants have failed to establish that transfer to the Eastern District of Missouri is necessary for the convenience of the parties. See Resolution Trust Corp. v. Cumberland Dev. Corp., 776 F. Supp. 1146, 1151 (S.D.Miss. 1991). Massey claims that since virtually no difference exists between the U.S. District Court for the Eastern District of Missouri and the U.S. District Court for the Southern District of Illinois, then this case should be sent to the Southern District of Illinois as the plaintiff's chosen forum. "Defendant Monsanto is headquartered in St. Louis, Missouri, which is located a scant 4 miles across the Mississippi River from downtown East St. Louis, Illinois, where the District Court for the Southern District of Illinois is located." Plaintiff's Mem. at p. 3. The Court must point out, however, that "the deference accorded the plaintiff's choice of forum is diminished . . . when the plaintiff has brought suit in a forum which is not its `home turf.'" Armco Steel Co. v. CSX Corp., 790 F. Supp. 311, 323 n. 11 (D.C. Cir. 1991) (citations omitted).
The convenience of the parties will not alone justify a change of venue; a transfer should also be in the interests of justice. Henry v. First National Bank of Clarksdale, 50 F.R.D. 251, 270 (N.D.Miss. 1970). The "interest of justice" requirement of § 1404(a) may, in itself, be determinative of the decision to transfer a case, even if the convenience of the parties and witnesses would call for a different result. Frazier v. Commercial Credit Equipment Corp., 755 F. Supp. 163, 167 (S.D.Miss. 1991). This Court cannot determine that the interests of justice would best be served by transferring this case to the Southern District of Illinois. As such, the forum selection clause signed by both parties will be enforced, and the case will be transferred to the Eastern District of Missouri.
CONCLUSION
Based on the foregoing, the Court hereby finds that the defendants' motions to dismiss should be DENIED and the plaintiff's motion to voluntarily dismiss without prejudice should be DENIED. The Court also finds that the defendants' motion to transfer to the Eastern District of Missouri should be GRANTED.
An order will issue accordingly.