Opinion
Civil No. 3:04-CV-0105-H
March 17, 2004
MEMORANDUM OPINION AND ORDER
Before the Court are Defendant's Motion to Transfer Due to Improper Venue, filed January 27, 2004; Plaintiff's Response, filed February 17, 2004; and Defendant's Reply, filed March 2, 2004. Defendant requests that the instant case be transferred to the District Court for the Central District of California, Western Division. Upon review of the pleadings, briefs, and relevant authorities, the Court is of the Opinion for the reasons stated below that Defendant's Motion to Transfer Due to Improper Venue should be GRANTED.
I. BACKGROUND
Plaintiffs Park Place Lx of Texas, LTD. d/b/a Park Place Lexus and Park Place Motorcars Mid Cities LTD. (collectively "Park Place") originally filed this action in the Dallas County Court at Law Number 1 on December 12, 2003. Plaintiffs assert claims for breach of contract against Defendant Market Scan Information Systems, Inc. ("Market Scan"). Market Scan removed the case to this Court on January 21, 2004.
Market Scan requests the Court transfer the instant case to the Central District of California, Western Division. (Def.'s Mot. at 1.) It argues that the forum — selection clause in the contracts at issue call for the exclusive jurisdiction over all disputes between the parties to be in Los Angeles Country, California. (Id.) It further argues that pursuant to the provision of 28 U.S.C. § 1404(a), the Court should transfer the case because Plaintiffs cannot show that the forum — selection clause is unreasonable under the circumstances. (Id. at 2.)
II. STANDARD FOR TRANSFER PURSUANT TO § 1404(a)
"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." 28 U.S.C. § 1404(a). "The trial court must consider all relevant factors to determine whether or not on balance the litigation would more conveniently proceed and the interests of justice be better served by transfer to a different forum." Peteet v. Dow Chemical Co., 868 F.2d 1428, 1436 (5th Cir. 1989), cert. denied sub nom, Dow Chemical Co. v. Greenhill, 493 U.S. 935 (1989) (quoting 15 C. Wright, A. Miller E. Cooper, FEDERAL PRACTICE AND PROCEDURE §§ 3847, at 370 (1986)). In determining whether a transfer of venue is appropriate under § 1404(a), a district court should consider:
the convenience of the parties and witnesses, the availability of process to compel the presence of unwilling witnesses, the cost of obtaining the presence of witnesses, the relative ease of access to sources of proof, calendar congestion, where the events in issue took place, and the interests of justice in general.Burlington Northern Santa Fe Ry. Co. v. Herzog Services, Inc., 990 F. Supp. 503, 504 (N.D. Tex. 1998).
The plaintiff has the right to select the forum. Gulf Oil Corp. v. Gilbert, 330 U.S. 501, 508 (1947); Time Inc. v. Manning, 366 F.2d 690, 698 (5th Cir. 1966). However, when a plaintiff and defendant have agreed to the forum, as in a contractual forum — selection clause, deference to the plaintiff's choice is inappropriate. See Watson v. John K. Burch Co., No. 3:02-CV-2555-D, 2003 WL 21145744, *1 (N.D.Tex. May 14, 2003) (citing Jumara v. State Fare Ins. Co., 55 F.3d 873, 880 (3d Cir. 1995)). The presence of a forum — selection clause is "a significant factor that figures centrally in the district court's calculus." Stewart Organization, Inc. v. Ricoh Corp., 487 U.S. 22, 29 (1988). It "should receive neither dispositive consideration . . . nor no consideration . . . but rather the consideration for which Congress provided in § 1404(a)." Id. at 31. "To be valid and enforceable, a forum selection clause must be mandatory, not be invalid due to fraud or overreaching, and not deprive the resisting party of its day in court." Watson, 2003 WL 21145744, at *1 (citing Caldas Sons, Inc. v. Willingham, 17 F.3d 123, 127 (5th Cir. 1994); Seattle — First Nat'l Bank v. Manges, 900 F.2d 795, 799 (5th Cir. 1990)).
"[T]he presence of a valid and enforceable forum selection clause shifts the burden of persuasion to the nonmovant who is attempting to avoid its enforcement." Id. at *2. "This rule is necessary to ensure that the forum selection clause is properly weighed as a substantial factor and to avoid encouraging parties to breach their contractual obligations." Id. (citing In re Ricoh Corp., 870 F.3d 570, 573 (11th Cir. 1989) (per curiam) (mandamus proceeding)).
III. ANALYSIS
In the instant case, Defendant moves to have the case transferred to the district court for the Central District of California, Western Division, pursuant to the forum — selection clause in the contracts at issue. (Def.'s Mot. at 1.) Plaintiffs do not contest the validity of the forum — selection clause in the contracts, but argue that the other factors that inform the Court's analysis of a motion to transfer pursuant to § 1404(a) weigh against transfer. (Pl.'s Mot. at 1.) Specifically, Plaintiffs argue that the availability and convenience of witnesses and the Court's power to subpoena witnesses, the convenience of Plaintiffs, the number of witnesses in the Dallas area, the location of the sources of proof, the place of the alleged wrong, and the location of Plaintiffs' and Defendant's counsel all weigh in favor of retaining venue in the Northern District of Texas, Dallas Division. (See Pl.'s Mot. at 2-4.) The Court finds that the factors enunciated by Plaintiffs are not persuasive for retaining jurisdiction.
First, the Court concludes that the forum — selection clauses in the contracts at issue are mandatory. They read:
Courts of competent subject matter jurisdiction located within the Court of Los Angeles, California shall have exclusive jurisdiction over all disputes arising from or relating to this agreement. Consumer consents to personal jurisdiction in any such proceeding.
(Def.'s App. at 4 6.) (emphasis added). The phrase "shall have exclusive jurisdiction" makes the clause mandatory and not permissive.
Second, Plaintiffs make no allegation that these clauses are invalid due to fraud or overreaching, or that litigating in Los Angeles County would deprive them of their day in court. Plaintiffs simply argue that Los Angeles County would not be a convenient forum mainly because of the location of Plaintiffs' witnesses. The Court concludes that this inconvenience will not deprive Plaintiffs of their day in court; testimony by deposition is available for witnesses outside of the Court's subpoena power.
Third, the Court concludes that the inconvenience Plaintiffs would suffer by litigating in California is not outweighed by the inconvenience Defendant would suffer by litigating in Texas. Many of Defendant's witnesses are located in California. (Def.'s Reply a 3). The Court concludes that none of the factors Plaintiffs argue make it inconvenient for them to litigate in California outweigh their previous choice of forum evidenced by the forum — selection clauses in the contracts. The Court GRANTS Defendant's Motion to Transfer Venue.
IV. CONCLUSION
For the reasons stated above, Defendant's Motion to Transfer Venue is GRANTED. The Clerk is DIRECTED to transfer this case to the district court in the Central District of California, Western Division, at Los Angeles.
SO ORDERED.