Huddleston v. John Christner Trucking, LLC

Filing 15

MEMORANDUM DECISION and ORDER RE Defendant's 5 Motion to Dismiss for Lack of Jurisdiction, or in the Alternative, to Transfer Venue signed by Chief Judge Lawrence J. O'Neill on 09/27/2017. CASE TRANSFERRED to Northern District of Oklahoma. (Flores, E)

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Case 1:17-cv-00925-LJO-SAB Document 15 Filed 09/28/17 Page 1 of 21 1 2 3 UNITED STATES DISTRICT COURT 4 FOR THE EASTERN DISTRICT OF CALIFORNIA 5 6 7 8 9 10 THOMAS HUDDLESTON, individually and on 1:17-cv-00925-LJO-SAB behalf of all others similarly situated, MEMORANDUM DECISION AND Plaintiff, ORDER RE DEFENDANT’S MOTION TO DISMISS FOR LACK OF v. JURISDICTION, OR, IN THE ALTERNATIVE, TO TRANSFER JOHN CHRISTNER TRUCKING, LLC, VENUE (ECF NO. 5) Defendant. 11 12 I. INTRODUCTION 13 14 Plaintiff Thomas Huddleston brings this wage-and-hour putative class action lawsuit against 15 defendant John Christner Trucking, LLC (“JCT”). ECF No. 1. JCT moves to dismiss based on lack of 16 personal jurisdiction and improper venue or, in the alternative, to transfer the case to the Northern 17 District of Oklahoma, the forum specified in the forum-selection clause of the contract between the 18 parties. ECF No. 5 (“Mot.”). Plaintiff opposed, ECF No. 10 (“Opp.”), and JCT replied, ECF No. 12 19 (“Reply”). This matter is now ripe for review and is suitable for disposition without oral argument. See 20 Local Rule 230(g). 21 22 II. BACKGROUND According to the complaint, Huddleston worked as an “owner-operator” for JCT until August 23 2016. In that role, he was responsible for operating a commercial vehicle and transporting customer 24 cargo to assigned destinations. Huddleston claims JCT misclassified its “owner-operators” as 25 independent contractors, rather than employees, and thus violated a variety of state and federal labor 1 Case 1:17-cv-00925-LJO-SAB Document 15 Filed 09/28/17 Page 2 of 21 1 laws, including those governing payment of wages, minimum wage, meal and rest breaks, and wage 2 reporting. Huddleston seeks to represent other “owner-operators” in a collective action under the Fair 3 Labor Standards Act (“FLSA”) and class actions under California and Oklahoma law. 4 In support of its motion to dismiss, JCT submits, inter alia, a declaration from Shannon Crowley, 5 Vice President of Risk Management. Crowley testifies that JCT is an Oklahoma limited liability 6 company headquartered in Sapulpa, Oklahoma, which operates in the forty-eight contiguous states. JCT 7 keeps all company records at its Oklahoma headquarters and dispatches drivers from there. Also, every 8 “owner-operator” completes an orientation at those headquarters. JCT leases facilities in Phoenix, 9 Arizona, and Oklahoma City, Oklahoma. It also leases “drop yards” in locations throughout the United 10 States, which are used for parking and staging trailers. According to Crowley, JCT does not own or 11 lease any property in California, except for one drop yard it leases in Colton, California. It also does not 12 have any employees in California except one individual who works from his home in Fresno to arrange 13 the transportation of customer freight. JCT does not target any advertising specifically to California 14 and, since at least 2013, only 10- 12% of its total nationwide miles have been logged in California. As 15 to plaintiff specifically, Crowley testifies that only three of Huddleston’s twenty-five pick-ups or 16 deliveries were in the Eastern District of California. The Crowley declaration includes as an exhibit a 17 copy of the “Independent Contractor Operating Agreement” (“ICOA”) that Huddleston signed. The 18 forum-selection clause of the ICOA provides as follows: 19 20 21 22 23 24 GOVERNING LAW AND FORUM. This Agreement shall be interpreted in accordance with, and governed by, the laws of the United States and, of the State of Oklahoma, without regard to the choice-of-law rules of Oklahoma or any other jurisdiction. THE PARTIES AGREE THAT ANY CLAIM OR DISPUTE ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT, WHETHER UNDER FEDERAL, STATE, LOCAL, OR FOREIGN LAW (INCLUDING BUT NOT LIMITED TO 49 C.F.R. PART 376), SHALL BE BROUGHT EXCLUSIVELY IN THE STATE OR FEDERAL COURTS SERVING CREEK COUNTY, OKLAHOMA. CARRIER AND CONTRACTOR HEREBY CONSENT TO THE JURISDICTION AND VENUE OF SUCH COURTS. ECF No. 5-1, Ex. A (ICOA) ¶ 23. 25 2 Case 1:17-cv-00925-LJO-SAB Document 15 Filed 09/28/17 Page 3 of 21 1 In response, Huddleston submits his own declaration. ECF No. 10-1. Therein, he states that he is 2 a resident of California and that much of his work activity took place in California. Specifically, he says 3 that a significant portion of his drop-offs and pick-ups were located in Tulare, Stockton, Fresno, 4 Newman, Turlock, Modesto, Merced, Madera, and Livingston (all located within the Eastern District of 5 California) and that the vast majority of his total driving miles were related to either a pick-up or drop- 6 off in California. He testifies that JCT said it would make every effort to make his first and last stop of 7 any given trip in California so his work would be completed close to home, and that his first and last 8 stops were indeed in California. As to the ICOA, he testifies that when he was in Oklahoma for 9 orientation, he was told that the ICOA was nonnegotiable, was told that it was offered on a take-it-or- 10 leave-it basis, and that the forum-selection clause and its effects were never explained to him. He 11 further testifies that litigating this case in Oklahoma would impose a prohibitive economic hardship on 12 him due to the cost of travel and time away from work, problems that he would not experience if the 13 case were to remain in California. III. LEGAL STANDARD 14 15 A. Personal Jurisdiction 16 Federal Rule of Civil Procedure 12(b)(2) authorizes motions to dismiss for lack of personal 17 jurisdiction. If a defendant challenges the existence of personal jurisdiction, the plaintiff bears the 18 burden of establishing the district court’s personal jurisdiction over the defendant. CollegeSource, Inc. 19 v. AcademyOne, Inc., 653 F.3d 1066, 1073 (9th Cir. 2011). The plaintiff need only make a prima facie 20 showing of jurisdiction to defeat the motion to dismiss, but “may not simply rest on the bare allegations 21 of the complaint.” Ranza v. Nike, Inc., 793 F.3d 1059, 1068 (9th Cir. 2015). “[U]ncontroverted 22 allegations must be taken as true, and conflicts between parties over statements contained in affidavits 23 must be resolved in the plaintiff’s favor.” Id. 24 B. Venue 25 Federal Rule of Civil Procedure 12(b)(3) authorizes motions to dismiss for improper venue. 3 Case 1:17-cv-00925-LJO-SAB Document 15 Filed 09/28/17 Page 4 of 21 1 When venue is challenged, the court must determine whether the case falls within one of the three 2 categories set out in the general venue statute, 28 U.S.C. § 1391. Plaintiff bears the burden of showing 3 that venue is proper. See Piedmont Label Co. v. Sun Garden Packing Co., 598 F.2d 491, 496 (9th Cir. 4 1979). In the context of a motion under Rule 12(b)(3), a court need not accept as true all allegations in 5 the complaint, but may consider facts outside the pleadings. See Murphy v. Schneider Nat’l, Inc., 362 6 F.3d 1133, 1137 (9th Cir. 2004). The court, however, “is obligated to draw all reasonable inferences in 7 favor of the non-moving party and resolve all factual conflicts in favor of the non-moving party.” Id. at 8 1138. 9 C. 10 28 U.S.C. § 1404 And Forum-Selection Clause 28 U.S.C § 1404(a) provides that “[f]or the convenience of parties and witnesses, in the interest 11 of justice, a district court may transfer any civil action to any other district or division where it might 12 have been brought or to any district or division to which all parties have consented.” The Supreme 13 Court has commanded that “[i]n the light of present-day commercial realities and expanding 14 international trade[,] . . . [a] forum [selection] clause should control absent a strong showing that it 15 should be set aside.” M/S Bremen v. Zapata Off–Shore Co., 407 U.S. 1, 10 (1972). When a case 16 concerns enforcement of a forum-selection clause, § 1404(a) provides a mechanism for its enforcement 17 and “a proper application of section 1404(a) requires that a forum-selection clause be given controlling 18 weight in all but the most exceptional cases.” Atlantic Marine Const. Co., Inc. v. U.S. Dist. Court for W. 19 Dist. of Tex., 134 S. Ct. 568, 579 (2013) (internal quotation omitted). Plaintiff bears the burden of 20 showing the exceptional circumstances that make transfer inappropriate. Id. at 581. 21 The Court applies federal law to the interpretation and enforcement of a forum-selection clause. 22 Manetti–Farrow, Inc. v. Gucci Am., Inc., 858 F.2d 509, 513 (9th Cir. 1988). The U.S. Supreme Court 23 has held that forum-selection clauses are presumptively valid and should only be set aside if the party 24 challenging enforcement can “clearly show that enforcement would be unreasonable and unjust.” M/S 25 Bremen, 407 U.S. at 1. A “valid forum-selection clause [should be] given controlling weight in all but 4 Case 1:17-cv-00925-LJO-SAB Document 15 Filed 09/28/17 Page 5 of 21 1 the most exceptional cases.” Atl. Marine Const. Co, 134 S.Ct. at 581. A forum-selection clause may be deemed unreasonable under the following circumstances: (1) if 2 3 the inclusion of the clause in the agreement was the product of fraud or overreaching; (2) if the party 4 wishing to repudiate the clause would effectively be deprived of his day in court were the clause 5 enforced; and (3) if enforcement would contravene a strong public policy of the forum in which suit is 6 brought. Holland Am. Line, Inc. v. Wartsila N. Am., Inc., 485 F.3d 450, 457 (9th Cir. 2007). Forum- 7 selection clauses are also scrutinized for “fundamental fairness,” and may be deemed unfair if inclusion 8 of the clause was motivated by bad faith, or if the party had no notice of the forum provision. Carnival 9 Cruise Lines, Inc. v. Shute, 499 U.S. 585, 595 (1991). “The party challenging the clause bears a ‘heavy 10 burden of proof.’” Murphy, 362 F.3d at 1140 (quoting M/S Bremen., 47 U.S. at 17). IV. DISCUSSION 11 12 Although it is not mandatory, courts considering a challenge to both personal jurisdiction and 13 venue generally decide the issue of personal jurisdiction first. See Leroy v. Great W. United Corp., 443 14 U.S. 173, 180 (1979) (“The question of personal jurisdiction, which goes to the court’s power to 15 exercise control over the parties, is typically decided in advance of venue, which is primarily a matter of 16 choosing a convenient forum.”). The Court begins its analysis with JCT’s challenge to personal 17 jurisdiction. 18 A. Personal Jurisdiction 19 Federal courts ordinarily follow state law in determining the bounds of their jurisdiction over 20 persons. See Fed. R. Civ. P. 4(k)(1)(A). Under California’s long-arm statute, courts may exercise 21 personal jurisdiction “on any basis not inconsistent with the Constitution of this state or of the United 22 States.” Cal. Civ. Proc. Code Ann. § 410.10 (2004). Because California’s long-arm statute allows the 23 exercise of personal jurisdiction to the full extent permissible under the U.S. Constitution, the question 24 here is whether assertion of personal jurisdiction over JCT comports with the limits imposed by federal 25 due process. See Burger King Corp. v. Rudzewicz, 471 U.S. 462, 464 (1985). It is well established that 5 Case 1:17-cv-00925-LJO-SAB Document 15 Filed 09/28/17 Page 6 of 21 1 the Fourteenth Amendment’s Due Process Clause limits the power of a court to exercise jurisdiction 2 over out-of-state defendants who do not consent to jurisdiction. Goodyear Dunlop Tires Operations, 3 S.A. v. Brown, 564 U.S. 915 (2011). There are two kinds of personal jurisdiction that a court may 4 exercise over an out-of-state defendant. Id. at 919. The first, known as “general jurisdiction,” exists if 5 the defendant’s contacts with the forum are “so substantial and of such a nature as to justify suit against 6 it on causes of action arising from dealings entirely distinct from those activities.” International Shoe 7 Co. v. Washington, 326 U.S. 310, 318 (1945). The second, known as “specific jurisdiction,” exists 8 where the litigation is derived from obligations that “arise out of or are connected with the [company’s] 9 activities within the state.” Id. at 319. JCT argues that neither general nor specific personal jurisdiction 10 exists here. Huddleston does not argue that the Court could exercise general jurisdiction over JCT but 11 contends that the Court does have specific jurisdiction over JCT. 12 1. Specific Jurisdiction 13 The touchstone for asserting specific jurisdiction over a nonresident defendant is “the 14 relationship among the defendant, the forum, and the litigation.” Walden v. Fiore, 134 S. Ct. 1115, 1121 15 (2014) (citation omitted). “The proper question is whether the defendant’s conduct connects him to the 16 forum in a meaningful way.” Id. at 1125. The Ninth Circuit has established a three-prong test for 17 analyzing a claim of specific personal jurisdiction: (i) the defendant must have purposefully availed 18 itself “of the privilege of conducting activities in the forum, thereby invoking the benefits and 19 protections of its laws”; (ii) the cause of action must “arise[] out of or relate[] to the defendant’s forum20 related activities”; and (iii) “the exercise of jurisdiction must comport with fair play and substantial 21 justice, i.e. it must be reasonable.” Schwarzenegger v. Fred Martin Motor Co., 374 F.3d 797, 802 (9th 22 Cir. 2004). The plaintiff bears the burden of satisfying the first two prongs of the test. Id. Once the 23 plaintiff carries this burden, the defendant must come forward with a “compelling case” that the exercise 24 of jurisdiction would not be reasonable. Id. 25 a. Purposeful Direction 6 Case 1:17-cv-00925-LJO-SAB Document 15 Filed 09/28/17 Page 7 of 21 The test’s first prong encompasses both purposeful direction and purposeful availment. Yahoo! 1 2 Inc. v. La Ligue Contre Le Racisme Et L’Antisemitisme, 433 F.3d 1199, 1206 (9th Cir. 2006). This 3 prong may be satisfied by “purposeful availment of the privilege of doing business in the forum; by 4 purposeful direction of activities at the forum; or by some combination thereof.” Id. In contract cases, 5 courts generally apply the purposeful availment test, while in tort cases they use the purposeful direction 6 analysis. Id. “Although a FLSA claim for relief ostensibly arises from an employment contract, courts 7 have likened FLSA claims to tort claims and have applied the purposeful direction standard.” ECF No. 8 5-3, Huddleston v. John Christner Trucking, LLC, No. 17-cv-02081-RS (“Huddleston I”), slip op. at 6-7 9 (N.D. Cal. July 6, 2017) (citing Holliday v. Lifestyle Lift, Inc., No. C 09-4995 RS, 2010 WL 3910143, at 10 *3 (N.D. Cal. Oct. 5, 2010)); Hernandez v. Martinez, No. 12-CV-06133-LHK, 2014 WL 3962647, at *4 11 (N.D. Cal. Aug. 13, 2014). 12 The purposeful direction test requires satisfaction of all three prongs of the Supreme Court’s 13 effects test from Calder v. Jones, 465 U.S. 783, 789-90 (1984). Schwarzenegger, 374 F.3d at 805. That 14 test requires showing that the defendant (1) has committed an intentional act; (2) expressly aimed at the 15 forum state; (3) causing harm that the defendant knows is likely to be suffered in the forum state. Id. 16 JCT’s setting employment policies and wages is an “intentional act” that satisfies the first prong, and 17 applying them in the forum state likewise satisfies the third prong. Holliday, 2010 WL 3910143, at *318 *4. 19 JCT argues that because it is an Oklahoma corporation that holds its driver orientations in 20 Oklahoma and bases its drivers’ compensation on miles traveled nationwide, not merely in California, it 21 “never directed its actions at California,” and the second prong is left unsatisfied. Mot. at 7. The Court 22 disagrees. JCT’s contacts with California are not mere happenstance resulting from Huddleston’s 23 incidental residence in the state independent of JCT’s conduct. Huddleston “alleges that JCT contracts 24 with California residents and instructs them (and others) to make pick-ups and drop-offs in California. 25 It is thus not Huddleston’s personal choice to live in California which drives the jurisdictional analysis, 7 Case 1:17-cv-00925-LJO-SAB Document 15 Filed 09/28/17 Page 8 of 21 1 but JCT’s choice to dispatch deliveries to and from California which does.” Huddleston I, slip. op. at 7. 2 Indeed, courts have found the requirements of specific personal jurisdiction satisfied where a shipping 3 company contracts to ship goods from one state to a second state and a cause of action arises in a third 4 state through which the goods were passing. See, e.g., Brandi v. Belger Cartage Serv., Inc., 842 F. 5 Supp. 1337, 1341-42 (D. Kan. 1994) (“[G]iven the nationwide nature of Professional’s transportation 6 brokerage service, it should certainly have foreseen the possibility of litigation arising in a state through 7 which it had arranged for the shipment of goods.”); Turner v. Syfan Logistics, Inc., No. 5:15CV81, 2016 8 WL 1559176, at *5 (W.D. Va. Apr. 18, 2016) (“It can come as no surprise to Syfan that litigation in 9 Virginia might ensue when Syfan’s conduct ensured DD would haul a load of frozen chicken across a 1 10 significant portion of the state.”). The purposeful-direction requirement is satisfied. b. 11 Arising Out Of Forum-Related Activities Purposeful availment is not enough; the claims in this case must also arise out of FCT’s contacts 12 13 with California. Bancroft & Masters, Inc. v. Augusta Nat. Inc., 223 F.3d 1082, 1088 (9th Cir. 2000). 14 This second prong of the specific jurisdiction test is satisfied if the plaintiff would not have been injured 15 “but for” the defendant’s forum-related contacts. See Terracom v. Valley National Bank, 49 F.3d 555, 16 561 (9th Cir. 1995). In Shute v. Carnival Cruise Lines, the Ninth Circuit reasoned that “[t]he ‘but for’ 17 test is consistent with the basic function of the ‘arising out of’ requirement—it preserves the essential 18 distinction between general and specific jurisdiction. . . . The ‘but for’ test preserves the requirement that 19 there be some nexus between the cause of action and the defendant’s activities in the forum.” 897 F.2d 20 377, 385 (9th Cir. 1990), rev’d on other grounds, 499 U.S. 585 (1991); see also Walden, 134 S. Ct. at 21 1121 (“For a State to exercise jurisdiction consistent with due process, the defendant’s suit-related 22 conduct must create a substantial connection with the forum State.”). 23 1 Huddleston has also presented a prima facie case under the purposeful availment test. In contract cases, the Ninth Circuit 24 inquires whether a defendant “purposefully avails itself of the privilege of conducting activities” or “consummate[s] [a] 25 transaction” in the forum, focusing on activities such as delivering goods or executing a contract. Yahoo, 433 F.3d at 1206; Schwarzenegger, 374 F.3d at 802. JCT contracted with Huddleston (a California resident) to pick up and drop off cargo in California, which is enough to satisfy the test. 8 Case 1:17-cv-00925-LJO-SAB Document 15 Filed 09/28/17 Page 9 of 21 1 JCT argues that the centerpiece of Huddleston’s complaint is the Fair Labor Standards Act 2 (“FLSA”), which set nationwide standards, and because Huddleston performed long-haul truck-driving 3 services throughout the country, the FLSA claims “could have arisen whether he was a resident of 4 California, Connecticut, Colorado, or any other state in the country.” Mot. at 8. Being primarily a 5 FLSA case, JCT contends, “[i]t cannot be said that JCT’s California operations made the FLSA claim 6 (or Oklahoma state claims) uniquely possible.” Reply at 3. 7 While FLSA claims can arise in any state, JCT’s decision to hire Huddleston, a California 8 resident, to make pick-ups and drop-offs in California means that his claims arose, at least in part, there. 9 Indeed, the list of pick-ups and drop-offs appended as Exhibit B to the Crowley Declaration shows that 10 twelve of the twenty-five loads that JCT assigned to Huddleston had origin or destination points within 11 the state of California. ECF No. 5-1, Crowley Decl. ¶¶ 30-31, Ex. B. “By orchestrating deliveries to 12 and from California and applying the allegedly unlawful employment practices to persons performing 13 those transportation services, [JCT] targets California.” Huddleston I, slip op. at 8. “Even though the 14 defendant’s headquarters—from which the challenged policies originated—were located outside of 15 California, jurisdiction was still proper based on the application of the policies to the company’s 16 activities in this state.” Id. (citing Holliday, 2010 WL 3910143, at *4). The policies at issue may have 17 their origin in Oklahoma, but JCT’s decision to purposefully direct its activities toward California and 18 apply those policies in this forum give rise to specific personal jurisdiction. Indeed, “but for JCT’s 19 transportation operation in California, Huddleston would not have any potential claim under California 20 law.” Id. at 9. Huddleston’s claims arise out of JCT’s forum-related activities, and the second 21 requirement is satisfied. 22 23 c. Reasonableness After the first two prongs of the test have been met, the defendant has the burden of showing that 24 the Court’s jurisdiction would be unreasonable. Bancroft & Masters, Inc., 223 F.3d at 1088 (citing 25 Burger King, 471 U.S. at 476). In determining whether jurisdiction is reasonable, courts consider seven 9 Case 1:17-cv-00925-LJO-SAB Document 15 Filed 09/28/17 Page 10 of 21 1 factors: (1) the extent of a defendant’s purposeful interjection into the forum; (2) the burden on the 2 defendant in defending in the forum; (3) the extent of conflict with the sovereignty of the defendant’s 3 state; (4) the forum state’s interest in adjudicating the dispute; (5) the most efficient judicial resolution 4 of the dispute; (6) the importance of the forum to the plaintiff’s interest in convenient and effective 5 relief; and (7) the existence of an alternative forum. See Dole Food Co. v. Watts, 303 F.3d 1104, 1114 6 (9th Cir. 2002). “No one factor is dispositive; a court must balance all seven.” Panavision Int’l, L.P. v. 7 Toeppen, 141 F.3d 1316, 1323 (9th Cir. 1998). 8 9 JCT has not met its burden of showing that this Court’s exercise of specific jurisdiction would be unreasonable. As discussed above, JCT purposefully injected itself into California through its decision 10 to conduct shipping in the forum. This constitutes some purposeful injection into California and 11 supports the reasonableness of the exercise of personal jurisdiction over JCT. Second, litigating in 12 California would impose some burden on JCT, but because “modern advances in communications and 13 transportation have significantly reduced the burden of litigating in another [jurisdiction],” Sinatra v. 14 Nat'l Enquirer, Inc., 854 F.2d 1191, 1199 (9th Cir. 1988), having to obtain or present evidence from 15 JCT’s personnel in Oklahoma will not impose an unreasonable burden on JCT. Third, JCT does not 16 contest that the exercise of jurisdiction would conflict with the sovereignty of Oklahoma, its state of 17 domicile, though the Court notes that the bulk of Huddleston’s claims are brought under California state 18 law, and the FLSA analysis will be the same in either California or Oklahoma. This factor does not 19 weigh in favor of a finding of unreasonableness. Fourth, the interest of the forum state is great, because 20 California has a strong interest “in protecting its citizens from the wrongful acts of nonresident 21 defendants.” Ziegler v. Indian River County, 64 F.3d 470, 475 (9th Cir. 1995). Fifth, the question of 22 efficient judicial resolution is neutral. This factor primarily concerns “where the witnesses and the 23 evidence are likely to be located.” Core-Vent Corp. v. Nobel Indus. AB, 11 F.3d 1482, 1489 (9th Cir. 24 1993) holding modified by Yahoo! Inc. v. La Ligue Contre Le Racisme Et L’Antisemitisme, 433 F.3d 25 1199 (9th Cir. 2006). Though JCT’s corporate documents and witnesses likely will be located in 10 Case 1:17-cv-00925-LJO-SAB Document 15 Filed 09/28/17 Page 11 of 21 1 Oklahoma, Huddleston and other members of the California class likely will be located in California. 2 Because document collection is now mostly an exercise in electronic discovery, the presence of 3 corporate documents in Oklahoma does not weigh heavily in favor of finding that jurisdiction in 4 California would be unreasonable. Sixth, a California forum is important to Huddleston’s interest in 5 convenient relief, since he is a resident of and works in this forum and has averred that traveling to 6 Oklahoma to litigate this case would present a burden. ECF No. 10-1, Huddleston Decl. ¶ 12. Seventh, 7 Oklahoma is available as an alternative forum. However, “[w]hether another reasonable forum exists 8 becomes an issue only when the forum state is shown to be unreasonable.” CollegeSource, Inc. v. 9 AcademyOne, Inc., 653 F.3d 1066, 1080 (9th Cir. 2011). Thus, this factor is not at issue. 10 JCT has not made a sufficient showing that the exercise of personal jurisdiction is unreasonable. 11 B. Venue 12 Under the general venue statute, a civil action may be brought in: (1) a judicial district in which 13 any defendant resides, if all defendants are residents of the state in which the district is located; (2) a 14 judicial district in which a substantial part of the events or omissions giving rise to the claim occurred; 15 or (3) if there is no district in which an action may otherwise be brought as provided in this section, any 16 judicial district in which any defendant is subject to the court’s personal jurisdiction with respect to such 17 action. See 28 U.S.C. § 1391(b). In a state which has more than one judicial district, corporate 18 defendants “shall be deemed to reside in any district within which its contacts would be sufficient to 19 subject it to personal jurisdiction if that district were a separate state.” Id. § 1391 (d). 20 Because California is a state with multiple judicial districts, a district-specific jurisdictional 21 analysis is required here. The general rule is that each plaintiff in a class action must individually satisfy 22 venue, so the venue determination is “based on the plaintiffs in the class action—not absent class 23 members.” Levine v. Entrust Grp., Inc., No. C 12-03959 WHA, 2012 WL 6087399, at *4 (N.D. Cal. 24 Dec. 6, 2012). Huddleston alleges in the Complaint that he “would regularly engage in JCT’s business 25 in various locations within this judicial district, including but not limited to Fresno, Stockton, Tulare, 11 Case 1:17-cv-00925-LJO-SAB Document 15 Filed 09/28/17 Page 12 of 21 1 Newman, Turlock, Modesto, Merced, Madera, and Livingston.” ECF No. 1 at ¶ 18. He testifies in his 2 declaration that “[m]uch” of his JCT-related work took place in California and that he drove “all over” 3 the state, including making a “significant portion” of his pick-ups and drop-offs in the cities within this 4 District listed in paragraph 18 of the Complaint. ECF No. 10-1, Huddleston Decl. ¶ 9. JCT responds that only three of the twenty-five loads that Huddleston performed had pick-ups or 5 6 deliveries that took place within this district and that in any case, the classification decisions giving rise 7 to this suit took place at JCT’s corporate headquarters in Oklahoma and not in California at all. Reply at 8 6-8. 9 The general venue statute does not authorize venue in a single district in which the most 10 substantial part of the events or omissions giving rise to the claim occurred. Instead, the federal circuit 11 courts appear to agree that venue may be proper in multiple districts if a “substantial part” of the 12 underlying events took place in each of those districts. See Gulf Ins. Co. v. Glasbrenner, 417 F.3d 353, 13 356 (2d Cir. 2005) (collecting cases from various federal courts of appeals). Thus, Huddleston need not 14 show that the Eastern District of California has the most substantial relationship to the dispute, 15 Kirkpatrick v. Rays Group, 71 F. Supp. 2d 204, 213 (W.D.N.Y. 1999), or that it is the “best” venue. 16 Silver Valley Partners, LLC v. De Motte, 400 F. Supp. 2d 1262, 1269 (W.D. Wash. 2005). Rather, “for 17 venue to be proper, significant events or omissions material to the plaintiff’s claim must have occurred 18 in the district in question, even if other material events occurred elsewhere.” Gulf Ins. Co., 417 F.3d at 19 357. Though only a quarter of the loads with pick-ups or drop-offs in California occurred within the 20 Eastern District, that is enough to satisfy the requirement that a “substantial” portion of the events giving 21 rise to the suit arise in the District, “even if a greater part of the events occurred elsewhere.” Farm 22 Credit W., PCA v. Lanting, No. 1:13-CV-00712-AWI, 2013 WL 3730391, at *2 (E.D. Cal. July 12, 23 2013). See also Kia Motors Am., Inc. v. MPA Autoworks, No. CV 05-4928-NM EX, 2006 WL 8074721, 24 at *3 (C.D. Cal. Jan. 10, 2006) (“Because venue can properly lie in multiple districts, the court need not 25 compare sales figures in an effort to find the ‘best venue’; rather the question is whether the venue 12 Case 1:17-cv-00925-LJO-SAB Document 15 Filed 09/28/17 Page 13 of 21 1 chosen by a plaintiff is proper.”). 2 C. Forum-Selection Clause And 28 U.S.C. § 1404 JCT argues in the alternative that even if this Court does have specific personal jurisdiction and 3 4 venue is proper in this District, the case should be transferred to the Northern District of Oklahoma 5 pursuant to 28 U.S.C. § 1404 and the forum-selection clause.2 6 “The scope of the claims governed by a forum selection clause depends [upon] the language used 7 in the clause.” Ronlake v. US–Reports, Inc., No. 1:11–CV–02009 LJO, 2012 WL 393614, at *3–4 (E.D. 8 Cal. 2012). Where a forum-selection clause uses the phrases “arising under,” “arising out of,” or similar 9 language, the clause is construed narrowly to cover only disputes “relating to the interpretation and 10 performance of the contract itself.” Cape Flattery Ltd. v. Titan Mar., LLC, 647 F.3d 914, 922 (9th Cir. 11 2011). Where, however, the clause uses broader language, such as “relating to” and “in connection 12 with,” courts read the clause more broadly. Robles v. Comtrak Logistics, Inc., No. 2:13-CV-0016113 JAM-AC, 2015 WL 1530510, at *3 (E.D. Cal. Apr. 3, 2015). The forum-selection clause here provides 14 that “any claim or dispute arising from or in connection with” the ICOA “shall be brought exclusively in 15 the state or federal courts serving Creek County, Oklahoma.” ICOA ¶ 23. This language has broad 16 reach, and because Huddleston’s claims concern the relationship created by the ICOA, which created the 17 working relationship between the parties, his claims fall within the scope of the forum-selection clause. 18 LaCross v. Knight Transportation, Inc., 95 F. Supp. 3d 1199, 1207 (C.D. Cal. 2015); Robles, 2015 WL 19 1530510, at *4. The Ninth Circuit has outlined three situations in which enforcement of a forum-selection clause 20 21 would be unreasonable: “(1) if the inclusion of the clause in the agreement was the product of fraud or 22 overreaching; (2) if the party wishing to repudiate the clause would effectively be deprived of his day in 23 24 25 2 JCT also argues for transfer to the Northern District of Oklahoma pursuant to 28 U.S.C. § 1406(a), which provides that “[t]he district court of a district in which is filed a case laying venue in the wrong division or district shall dismiss, or if it be in the interest of justice, transfer such case to any district or division in which it could have been brought.” Mot. at 11-12. 13 Case 1:17-cv-00925-LJO-SAB Document 15 Filed 09/28/17 Page 14 of 21 1 court were the clause enforced; and (3) if enforcement would contravene a strong public policy of the 2 forum in which suit is brought.” Murphy v. Schneider Nat’l, Inc., 362 F.3d 1133, 1140 (9th Cir. 2004) 3 (internal citation and quotation marks omitted). 4 5 1. Enforceability Of Forum-Selection Clause a. Fraud Or Overreaching 6 “For a party to escape a forum selection clause on the grounds of fraud, it must show that 7 ‘the inclusion of that clause in the contract was the product of fraud or coercion.’” Richards v. Lloyd’s 8 of London, 135 F.3d 1289, 1297 (9th Cir. 1998) (quoting Scherk v. Alberto–Culver Co., 417 U.S. 506, 9 518 (1974)) (emphasis in original). “‘Overreaching’ is a ground ‘short of fraud,’ and a mere showing of 10 ‘non-negotiability and power difference’ does not render a forum selection clause unenforceable.” 11 Mahoney v. Depuy Orthopaedics, Inc., No. CIVF 07–1321 AWI SMS, 2007 WL 3341389, at *7 (E.D. 12 Cal. 2007) (citing Murphy, 362 F.3d at 1141; E.J. Gallo Winery v. Andina Licores S.A., 440 F. Supp. 2d 13 1115, 1126 (E.D. Cal. 2006)). The party opposing enforcement of the forum selection clause on the 14 grounds of fraud or overreaching “must show that the inclusion of the clause itself into the agreement 15 was improper; it is insufficient to allege that the agreement as a whole was improperly procured.” Id. 16 Huddleston asserts that while JCT representatives outlined certain provisions of the ICOA prior 17 to his signing it, he was unaware of the forum-selection clause and its implications. He also asserts that 18 the power differential between himself and JCT, the inability to negotiate the contract, and his lack of 19 advanced formal education all work to render the provision a product of overreaching. Opp. at 18. 20 However, “the Ninth Circuit has rejected the argument that unequal bargaining power is a 21 ground to reject enforcement of a forum selection clause in an employment contract.” Marcotte v. 22 Micros Sys., Inc., No. C 14–01372 LB, 2014 WL 4477349, at *7 (N.D. Cal. 2014) (citing Murphy, 362 23 F.3d at 1141). A forum-selection clause is “not unreasonable merely because of the parties’ unequal 24 bargaining power: it is enforceable if there is reasonable communication of the clause.” Id. (citing 25 Carnival Cruise Lines, 499 U.S. at 595. The clause here is clearly marked; the section header is bolded, 14 Case 1:17-cv-00925-LJO-SAB Document 15 Filed 09/28/17 Page 15 of 21 1 and the forum-selection provision is in capital letters. Huddleston does not allege that he was prevented 2 from reading the IOCA, misled about the effect of the forum-selection clause, or that the clause was 3 fraudulently inserted without his knowledge. There is nothing to indicate that the provision was the 4 product of undue influence or overreaching. 5 Huddleston has failed to provide any evidence that the Contract’s terms regarding forum 6 selection were not clearly communicated in the ICOA or that the inclusion of the forum selection clause 7 was the product of fraud or overreaching. As such, the argument regarding fraud and overreaching fails. 8 9 b. Deprived Of Day In Court Huddleston has submitted an affidavit outlining the “prohibitive” financial hardship associated 10 with litigating this case in Oklahoma, Huddleston Decl. ¶ 12, which he asserts is substantial enough that 11 he “may not be able to maintain his claim if forced to do so in Oklahoma,” Opp. at 20. He testifies in 12 his declaration that litigating in Oklahoma would impose substantial travel costs, including airfare, 13 rental cars, and hotel stays; that if he were to miss “any significant time away from work,” his employer 14 may withhold work or terminate his position entirely; and that being the primary wage-earner means that 15 missed wages may threaten his ability to support his family. Huddleston Decl. ¶ 12. 16 While the Court is sensitive to the potential financial strain involved in litigating this case in 17 Oklahoma, serving as the named plaintiff in a class action is unlikely to carry with it the requirement 18 that Huddleston travel to Oklahoma with much frequency, and Huddleston has failed to explain why 19 litigating in Oklahoma would require substantially more time away from work than litigating in 20 California such that he would be denied the ability to bring the case. The Court cannot find on this 21 record that honoring the forum-selection clause would mean that Huddleston “will for all practical 22 purposes be deprived of his day in court.” M/S Bremen, 407 U.S. at 18. 23 24 c. Contravene Public Policy “Courts in the Ninth Circuit have generally agreed that the choice-of-law analysis is irrelevant to 25 determining if the enforcement of a forum selection clause contravenes a strong public policy.” Rowen 15 Case 1:17-cv-00925-LJO-SAB Document 15 Filed 09/28/17 Page 16 of 21 1 v. Soundview Commc'ns, Inc., No. 14–CV–05530–WHO, 2015 WL 899294, at *3–4 (N.D. Cal. 2015). 2 “‘[A] party challenging enforcement of a forum selection clause may not base its challenge on choice of 3 law analysis.’” Marcotte, 2014 WL 4477349, at *8 (quoting Besag v. Custom Decorators, Inc., No. C 4 08–05463 JSW, 2009 WL 330934, at *3–4 (N.D. Cal. 2009) (called into question on other grounds 5 by Narayan v. EGL, Inc., 616 F.3d 895, 899, 904 (9th Cir. 2010))). “As a general matter, California 6 courts will enforce adequate forum selection clauses that apply to non-waivable statutory claims, 7 because such clauses do[ ] not waive the claims, they simply submit their resolution to another 8 forum.” Perry, 2011 WL 4080625, at *5. 9 However, under certain circumstances, public policy considerations may lead to non- 10 enforcement of an otherwise valid forum selection clause: 11 12 13 14 15 16 17 18 19 20 21 22 23 24 [I]f the forum is not adequate, a forum selection clause that applies to a non-waivable statutory claim may, in fact, improperly compel the claimant to forfeit his or her statutory rights. In such a case, the forum selection clause is contrary to the strong public policy of California and will not be enforced. More specifically, . . . the California Supreme Court has held clearly and unequivocally that it is against the strong public policy of California to enforce a forum selection clause where the practical effect of enforcement will be to deprive a plaintiff or class of plaintiffs of their unwaivable statutory entitlement to the minimum wage and overtime payments. Perry, at *5 (internal citations omitted). See also Bayol v. Zipcar, Inc., No. 14–CV–02483–TEH, 2014 WL 4793935, at *3 (N.D. Cal. Sept. 25, 2014) (discussing cases and explaining that courts look at the forum-selection clause and choice-of-law provision together when unwaivable rights are involved but look at the forum selection clause in isolation when waivable rights are asserted). Huddleston argues that enforcement of the forum-selection clause would operate in tandem with the choice-of-law provision to apply Oklahoma law to his claims and “result in a wholesale waiver of all state wage and hour remedies.” Opp. at 13-14 (emphasis in original). This is so, he argues, because the ICOA provides for the application of Oklahoma law, and under Oklahoma law, Huddleston does not meet the statutory definition of “employee” and does not qualify for the sorts of unwaivable statutory remedies to which he would otherwise be entitled under California law. 25 16 Case 1:17-cv-00925-LJO-SAB Document 15 Filed 09/28/17 Page 17 of 21 1 The Court is unpersuaded that transferring this case to the Northern District of Oklahoma would 2 serve to extinguish Huddleston’s California state law claims. The ICOA’s choice-of-law provision is 3 narrower than the forum-selection clause. The ICOA states that the ICOA itself “shall be interpreted in 4 accordance with, and governed by, the laws of the United States and, of the State of Oklahoma,” without 5 applying a choice-of law analysis. ICOA ¶ 23. The forum-selection clause, by contrast, states more 6 broadly that “any claim or dispute arising from or in connection with this agreement, whether under 7 federal, state, local, or foreign law . . . shall be brought exclusively in the state or federal courts serving 8 Creek County, Oklahoma . . . .” Id. In other words, while the “in connection with” language is broad 9 enough to encompass Huddleston’s misclassification claims and bring them under the umbrella of the 10 forum-selection clause, the ICOA provides that Oklahoma law applies only to interpretation of the 11 ICOA itself. LaCross v. Knight Transportation, Inc., 95 F. Supp. 3d 1199, 1206 n.4 (C.D. Cal. 2015) 12 (construing similar contract and holding that “while Plaintiffs’ misclassification claims ‘relate to’ the 13 ICOA (and thus trigger the forum-selection clause) they would likely not be governed by Arizona law, 14 as only ‘the agreement’ itself is governed by such law”). 15 Whether JCT violated the California Labor Code and Wage Orders will be answered not by 16 looking to the ICOA but instead by the statutes and regulations governing Huddleston’s claims. See 17 Narayan v. EGL, Inc., 616 F.3d 895, 899 (9th Cir. 2010) (“Whether the Drivers are entitled to 18 [California Labor Code] benefits depends on whether they are employees of [the defendant], which in 19 turn depends on the definition that the otherwise governing law—not the parties—gives to the term 20 ‘employee.’ While the contracts will likely be used as evidence to prove or disprove the statutory 21 claims, the claims do not arise out of the contract, involve the interpretation of any contract terms, or 22 otherwise require there to be a contract.”). California’s labor laws “are part of a broad regulatory policy 23 defining the obligations” of employers “without regard to the substance of [their] contractual 24 obligations.” Narayan, 616 F.3d at 897; see also id. (“[S]tatutes enacted to confer special benefits on 25 workers are designed to defeat rather than implement contractual arrangements.” (internal quotation 17 Case 1:17-cv-00925-LJO-SAB Document 15 Filed 09/28/17 Page 18 of 21 1 marks omitted)). Although the ICOA “will likely be used as evidence” to support Huddleston’s 2 statutory claims, his “claims do not arise out of the contract, involve the interpretation of any contract 3 terms, or otherwise require there to be a contract” in the first place. Narayan, 616 F.3d at 899; see 4 Elijahjuan v. Superior Court, 210 Cal. App. 4th 15, 21 (2012) (holding that a lawsuit “to enforce rights 5 arising under the Labor Code benefitting employees but not independent contractors” did not “concern 6 the application or interpretation of the” parties’ employment agreements because the “petitioners’ rights 7 under the Labor Code are distinct from their contractual rights under the [a]greements”). See also 8 Narayan, 616 F.3d at 899; Quinonez v. Empire Today, LLC, No. 10–cv–02049 (WHA), 2010 WL 9 4569873, at *2–3 (N. D. Cal. Nov. 4, 2010); Ronlake v. US–Reports, Inc., No. 11–cv–2009 (LJO)(MJS), 10 2012 WL 393614, at *4 (E. D. Cal. Feb. 6, 2012). 11 Huddleston urges that the Court “apply its decision in Ronlake and conclude that JCT’s forum- 12 selection clause is unenforceable.” Opp. at 17. Two facts in the contract at issue in Ronlake, however, 13 distinguish it from the instant case. First, the forum-selection clause in Ronlake provided that the 14 agreement “and all issues regarding the rights and obligations of the Members, the construction, 15 enforcement and interpretation hereof . . . shall be governed by the provisions of the law in New York.” 16 2012 WL 393614, at *1 (emphasis supplied). The agreement sought to impose New York law, with the 17 potential effect of displacing unwaivable California statutory protections to which the plaintiffs would 18 otherwise be entitled, id. at *3-*4 and thus had broader reach than the choice-of-law provision in the 19 ICOA here. Second, the forum-selection clause in Ronlake applied only to claims “arising out of” the 20 agreement, narrow language that did not apply to misclassification claims that did not rely on contract 21 interpretation for resolution. Id. at *4. The forum-selection clause here, as discussed above, uses 22 broader language that does cover claims brought “in connection with” the employment relationship, 23 even if they do not rely on interpretation of the ICOA itself. 24 The Court concludes that the forum selection clause of the ICOA is valid and enforceable. 25 2. 1404(a) Analysis 18 Case 1:17-cv-00925-LJO-SAB Document 15 Filed 09/28/17 Page 19 of 21 1 In a case not involving a forum-selection clause, a district court considering a Section 1404(a) 2 motion would evaluate both the convenience of the parties and various public interest considerations. 3 Atl. Marine, 134 S. Ct. at 581. When the parties’ contract contains a forum selection clause, however, 4 the “calculus changes” and district courts must adjust their usual Section 1404(a) analysis in three ways: 5 (1) the plaintiff's choice of forum merits no weight; (2) arguments about the parties’ private interests 6 should not be considered; and (3) a § 1404(a) transfer of venue “will not carry with it the original 7 venue’s choice-of-law rules.” Id. at 581–82. 8 9 Because the parties’ private interests should not be considered, the district court may consider only arguments about public-interest factors. Id. at 582. Public-interest “factors will rarely defeat a 10 transfer motion, [meaning that] the practical result is that forum-selection clauses should control except 11 in unusual cases.” Id. “Public-interest factors may include ‘the administrative difficulties flowing from 12 court congestion; the local interest in having localized controversies decided at home; [and] the interest 13 in having the trial of a diversity case in a forum that is at home with the law.’” Id. at 581 n.6 (quoting 14 Piper Aircraft Co. v. Reyno, 454 U.S. 235, 241 n.6 (1981) (internal quotation marks omitted)). 15 16 a. Localized Interests Huddleston argues that his claims brought pursuant to the Private Attorney General Act 17 (“PAGA”) are of such a strong local nature that they should be litigated in California. The California 18 Supreme Court has likened PAGA actions to qui tam actions in that a representative plaintiff brings an 19 action “as the proxy or agent of the state’s labor enforcement agencies, representing the same legal right 20 and interest as those agencies and seeking statutory civil penalties that otherwise would be sought by 21 those agencies.” Iskanian v. CLS Transp. Los Angeles, LLC, 59 Cal. 4th 348, 394 (2014) (internal 22 quotation marks and citation omitted). PAGA cases “function[] as a substitute for an action brought by 23 the government itself.” Id. Because the state of California is the real party in interest in this “quasi24 administrative enforcement action,” Huddleston argues, the state has a strong interest in having the case 25 litigated at home. Opp. at 24. Huddleston has presented no case law to support the idea that PAGA 19 Case 1:17-cv-00925-LJO-SAB Document 15 Filed 09/28/17 Page 20 of 21 1 cases are exempt from application of forum-selection clauses and has offered no explanation why the 2 Northern District of Oklahoma could not fairly adjudicate these claims. The state of California may 3 have an interest in the outcome of this dispute, but that interest is not so overwhelming or unusual that 4 this should be an exception to the general rule that a valid forum-selection clause should be honored. 5 LaCross, 95 F. Supp. 3d at 1206 n.5 (holding that a representative PAGA claim could be litigated in 6 Arizona federal courts); see also id. (citing Iskanian for the proposition that representative PAGA claims 7 may be brought in forums other than California state courts). 8 9 Huddleston makes the related argument that the PAGA claims fall outside the ambit of the forum-selection clause. Opp. at 24. In EEOC v. Waffle House, Inc., 534 U.S. 279 (2002), the Supreme 10 Court held that a governmental agency was not bound by an employee’s arbitration agreement such that 11 it was barred from pursuing judicial relief in an enforcement action. Id. at 294. Huddleston argues that 12 just as the EEOC was not bound by an agreement to which it was not a party, the PAGA claims here 13 belong to the state of California and therefore fall outside the ambit of the forum-selection clause. The 14 opinion in Waffle House was fairly narrow and distinguishable from the facts here. The “only issue” 15 before the Supreme Court in Waffle House was “whether the fact that [an employee] has signed a 16 mandatory arbitration agreement limits the remedies available to the EEOC.” Id. at 297. The Court held 17 that an arbitration agreement to which the EEOC was not a party could not limit the remedies otherwise 18 granted to the EEOC by statute, which not only had the authority to pursue independent actions in court 19 for Title VII violations but, in the context of the suit, also had “exclusive authority over the choice of 20 forum and the prayer for relief once a charge has been filed.” Id. at 298. Here, in contrast, the forum21 selection clause is not limiting any remedies that would otherwise be available to the government or 22 removing the case from the courts completely; instead, it merely “alters which specific court will hear 23 those claims.” LaCross, 95 F. Supp. 3d at 1207 n.6. 24 25 b. Familiarity With Governing Law Huddleston contends that because thirteen of the nineteen causes of action are based on 20 Case 1:17-cv-00925-LJO-SAB Document 15 Filed 09/28/17 Page 21 of 21 1 California law, a California federal court will be better equipped to apply California state law than an 2 Oklahoma court would be. Opp. at 21-22. Huddleston does not exclusively bring California claims; the 3 Complaint also contains four causes of action under Oklahoma law, and in any case, “federal judges 4 routinely apply the law of a State other than the State in which they sit.” Atl. Marine, 134 S. Ct. at 584. 5 This factor does not weigh against transfer. c. 6 7 Administrative Difficulties “Administrative difficulties follow for courts when litigation is piled up in congested centers 8 instead of being handled at its origin.” Gulf Oil Corp. v. Gilbert, 330 U.S. 501, 508 (1947) (superseded 9 on other grounds). Huddleston has submitted no evidence of court congestion particular to Oklahoma as 10 opposed to California. As it is his burden to show the public interest factors weigh in his favor, he has 11 failed to meet his burden as to this public interest factor. 12 In sum, the Court finds that the public-interest factors do not “overwhelmingly disfavor” 13 enforcing the forum-selection clause. See Atl. Marine, 134 S. Ct. at 583. Huddleston has not met his 14 burden of demonstrating that this is an “exceptional case” in which the Court should set aside a valid 15 forum-selection clause. See id. at 581. 16 17 V. CONCLUSION AND ORDER For the foregoing reasons, the Court GRANTS IN PART Defendant’s Motion To Dismiss Or, 18 In The Alternative, To Transfer Venue, and ORDERS this case TRANSFERRED to the Northern 19 District of Oklahoma for all further proceedings. 20 IT IS SO ORDERED. 21 22 Dated: September 27, 2017 /s/ Lawrence J. O’Neill _____ UNITED STATES CHIEF DISTRICT JUDGE 23 24 25 21

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