United States District Court, D. Massachusetts
For Lease America.org, Inc., Plaintiff: Courtney A. Palko, Jordan L. Ludwig, Maxwell M. Blecher, LEAD ATTORNEYS, PRO HAC VICE, Blecher & Collins, P.C., Los Angeles, CA; Eric B. Goldberg, Wilchins Cosentino & Friend LLP, Wellesley, MA.
For Rowe International Corporation, AMI Entertainment Network, Inc., Defendants: David Viens, LEAD ATTORNEY, David P. Grossi, Bowditch & Dewey LLP, Worcester, MA; Elaine Metlin, Patricia L. Sindel, PRO HAC VICE, Dickstein, Shapiro, LLP, Washington, DC.
For Amusement and Music Operators Association, Inc., Defendant: David Viens, Bowditch & Dewey LLP, Worcester, MA; Harvey Weiner, Jill M. Brannelly, Michael J. Griffin, Peabody & Arnold LLP, Boston, MA.
MEMORANDUM OF DECISION
TIMOTHY S. HILLMAN, UNITED STATES DISTRICT JUDGE.
The Plaintiff Lease America Org. Inc. (" Lease America" ) sells electronic juke boxes. Defendants Rowe International Corporation (" Rowe" ) and AMI Entertainment Network, Inc. (" AMI" ) manufacture jukeboxes. Defendant Amusement and Music Operators Association, Inc. (" AMOA" ) is a trade group that represents the interests of jukebox operators. Lease America has filed an Amended Complaint (Docket No. 52) against the Defendants in which it alleges claims for violation of the Sherman Act, 15. U.S.C. § 1 (Count One), and Chapter 93A (Count Two).
This Memorandum of Decision addresses AMI Defendants' motion to Transfer Venue and Conditional Request For Limited Discovery And Evidentiary Hearing (Docket No. 57) and Defendants' Joint Motion To Dismiss The First Amended Complaint (Docket No. 59). For the reasons set forth below, the motion to transfer is allowed. The Court declines to address the motion to dismiss.
The Motion To Transfer
AMIC and Rowe have filed a motion to transfer this case to the Western District of Michigan pursuant to 28 U.S.C. § 1404(a) based on a forum selection clause contained in the Master Operator Agreement between the parties. See Declaration Of John Margold (" Margold Decl. " ), attached to the Mem. In Sup. Of AMI Defs' Mot To Transfer Venue And Cond'l Request For Limited Disc. And Evid. Hearing (Docket No. 58)(" AMI/Rowe Mem. " ), at Ex. 2 (" Master Agreement" ). Lease America, on the other hand, argues that no valid, executed forum selection clause exists. Lease American further argues that even if this Court finds there is a valid forum selection clause, for various reasons, the motion to transfer should be denied.
Standard Of Review
Where a plaintiff has contractually agreed to a specific venue by means of a forum selection clause, a court may enforce this agreement by granting a motion to transfer under 28 U.S.C. § 1404(a). Atlantic Marine Const. Co., Inc. v. U.S. Dist. Court for W.Dist of Texas, U.S,, 134 S.Ct. 568, 575, 187 L.Ed.2d 487 (2013). Post Atlantic Marine, lower federal courts' analysis of the enforceability of forum selection clauses has changed as follows: " First, the plaintiff's choice of forum 'merits no weight.' Second, the district court 'should not consider arguments about the parties' private interests.' Only public interest factors can be considered, however those factors 'will rarely defeat a transfer motion.' Third, when a plaintiff who is contractually obligated to file suit in a specific forum 'flouts' that duty, a transfer of venue under § 1404(a) 'will not carry with it the original venue's choice-of-law rules.' Accordingly, a forum-selection clause should 'be given controlling weight in all but the most exceptional circumstances. In the vast majority of cases when a forum-selection clause is included, a § 1404(a) motion to transfer will be allowed' " Kebb Mgmt., Inc. v. Home Depot U.S.A., Inc., No. CIV.A. 14-13860-NMG, 59 F.Supp.3d 283, 2014 WL 6454518, at *3 (D. Mass. Nov. 17, 2014)(internal citations omitted; quoting Atlantic Marine, __ U.S. __, 134 S.Ct. 568, 187 L.Ed.2d 487).
" 'Under federal law, the threshold question in interpreting a forum selection clause is whether the clause at issue is permissive or mandatory.' 'Permissive forum selection clauses ... authorize jurisdiction and venue in a designated forum, but do not prohibit litigation elsewhere.... In contrast, mandatory forum selection clauses contain clear language indicating that jurisdiction and venue are appropriate exclusively in the designated forum.'" Claudio-De Leon v. Sistema Universitario Ana G. Mendez, 775 F.3d 41, 46 (1st Cir. 2014)(internal citation and citation to quoted cases omitted).
Whether The Forum Selection Clause In The Master Agreement is Mandatory or Permissive
The Master Agreement contains a Choice of Law and Venue provision that provides as follows:
This Agreement shall be construed in all respects with the laws of the State of Michigan without giving effect to the conflict of laws principles of such State. Each party hereby unconditionally and irrevocably consents to the jurisdiction and venue in the Courts of the State of Michigan and in the U.S. District Courts for the Northern District of Michigan, and irrevocably waives any objection (including any objection with respect to venue) that any party may now or hereafter have to the exclusive jurisdiction of said ... in any matter relating to this Agreement ... .
Master Agreement, at Section 9(e). While the first part of forum clause uses permissive language, the concluding language provides that both parties waive objection to the exclusive jurisdiction of the Michigan state court and the U.S. District Court of the Northern District of Michigan--including any objection to venue. Lease America does not argue that the clause is permissive rather than mandatory, rather it focuses the entirety of its argument on whether Master Agreement is a binding agreement between the parties, and by extension, whether the forum selection clause is enforceable. In any event, I find that the clause demonstrates the parties' intent to make Michigan's ...