Robeson v. Twin Rivers Unified School District et al

Filing 62

MEMORANDUM AND ORDER signed by Senior Judge William B. Shubb on 4/8/2014 ORDERING 20 that plaintiff's Motion to Remand be, and the same hereby is GRANTED; IT IS FURTHER ORDERED that plaintiff's motion for attorney's fees be, and the same hereby is DENIED; this action is hereby ORDERED REMANDED to Superior Court of the State of California, in and for the County of Sacramento. [Copy of remand order sent to the Sacramento County Superior Court] CASE CLOSED (Reader, L)

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UNITED STATES DISTRICT COURT

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EASTERN DISTRICT OF CALIFORNIA

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----oo0oo----

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SIEGRID ROBESON,
Plaintiff,

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CIV. NO. 2:14-2 WBS KJN
MEMORANDUM AND ORDER RE: MOTION
TO REMAND

v.
TWIN RIVERS UNIFIED SCHOOL
DISTRICT; CITY OF SACRAMENTO;
ROBERT BALL; JOSEPH WILLIAMS;
CORTEZ QUINN; LINDA FOWLER;
BOB BASTIAN; REBECCA
SANDOVAL; WALTER GARCIA
KWAMOTO; MICHAEL BAKER; JOHN
DEXTER; MICHELLE RIVAS; JANIS
GREEN; ALECIA EUGENE-CHASTEN;
ROGER WESTRUP; RICK BRAZIEL;
DAVID RISLEY; CHARLES HUSTED;
THOMAS LITTLE; PATTY SMART;
TIMOTHY CARY; PAUL HAMILL;
WILLIAM TRINKLE; FRANK
PORTER; and JAMES MADDOCK,
Defendants.

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----oo0oo---Plaintiff Siegrid Robeson, a former employee of

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defendant Twin Rivers Unified School District (“Twin Rivers”),

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brought this action against Twin Rivers and numerous individual
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defendants arising out of the termination of plaintiff’s

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employment as a school administrator.

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filed this case in Sacramento County Superior Court, defendants

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removed it to this court under 28 U.S.C. § 1441(a) because

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plaintiff asserted a claim under 42 U.S.C. § 1983 over which the

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court has original jurisdiction pursuant to 28 U.S.C. §§ 1331 and

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1343.

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forum selection clause in her employment agreement with Twin

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Rivers stating that “[a]ny litigation associated with this

After plaintiff initially

Plaintiff now moves to remand the action on the basis of a

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contract shall be brought in State Court in Sacramento County,

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California.”

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(Compl. Ex. A at 42 (Docket No. 1).)

When parties have executed a forum selection clause

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waiving the right to a federal forum, remand to state court is

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appropriate even if a federal court could otherwise exercise

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jurisdiction.

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Theatres, Inc., 741 F.2d 273, 280 (9th Cir. 1984); see also Kamm

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v. ITEX Corp., 568 F.3d 752, 757 (9th Cir. 2009) (holding that

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remand on the basis of a forum selection clause is appropriate

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even if remand would otherwise be barred by 28 U.S.C. § 1447(c)).

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Both the Supreme Court and Ninth Circuit have emphasized that a

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forum selection clause is “presumptively valid.”

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LLC, 552 F.3d 1077, 1083 (9th Cir. 2009) (citing M/S Bremen v.

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Zapata Off-Shore Co., 407 U.S. 1, 17 (1972)).

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enforcement of a forum selection clause therefore “bears a heavy

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burden” to demonstrate that remand is inappropriate.

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(citation and internal quotation marks omitted)).

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See Pelleport Invs., Inc. v. Budco Quality

Doe 1 v. AOL

A party opposing

Id.

The applicability of a forum selection clause in an
employment contract depends on “whether the forum selection
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clause is mandatory or permissive.”

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Laborers v. Pittsburg-Des Moines Steel Co., 69 F.3d 1034, 1036

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(9th Cir. 1995).

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clearly designates a forum as the exclusive one.”

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Remand is proper if the forum selection clause if the clause is

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mandatory, but not if it is permissive.

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v. Supreme Oil Co., 817 F.2d 75, 77 (9th Cir. 1987).

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N. Cal. Dist. Council of

A mandatory clause “must contain language that
Id. at 1037.

Hunt Wesson Foods, Inc.

Here, the forum selection clause provides that any
action associated with plaintiff’s employment contract “shall be

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brought” in Sacramento County Superior Court.

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42.)

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language as mandatory and held that it requires exclusive

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jurisdiction in the designated forum.

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Aereas de Angola v. Transamerica Airlines, Inc., 915 F.2d 1351,

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1352 (9th Cir. 1990) (enforcing a forum selection clause stating

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that “any litigation arising out of this Agreement . . . shall be

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brought in the city of Berne, Switzerland”); Turner v. Thorworks

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Indus., Inc., Civ. No. 2:05-2653 WBS KJM, 2006 WL 829142, at *4

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(E.D. Cal. Mar. 28, 2006) (holding that a clause stating that

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“any action . . . shall be brought in the appropriate state or

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federal court with jurisdiction over Erie County, Ohio”

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constituted “mandatory language specifying a particular forum”).

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The clause therefore indicates that the parties intended for

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Sacramento County Superior Court to be the exclusive forum in

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this action.

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(Compl. Ex. A. at

Courts in the Ninth Circuit have construed identical

See, e.g., TAAG Linhas

None of the cases cited by defendants suggest

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otherwise.

In Hunt Wesson Foods, the Ninth Circuit held that a

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forum selection clause stating that the courts of Orange County,
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California “shall have jurisdiction” was permissive because it

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did not indicate that Orange County Superior Court was the

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exclusive forum; rather, the court held that it merely served to

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bar the parties from asserting that Orange County Superior Court

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lacked jurisdiction.

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held in Pittsburg-Des Moines Steel Co. that a forum selection

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clause stating that an arbitration award “shall be enforceable”

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in San Francisco Superior Court was permissive because “the

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effect of the language is merely that both parties consent to

875 F.2d at 77.

The Ninth Circuit likewise

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jurisdiction and venue” in that forum.

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holding, the Ninth Circuit emphasized that the result in both

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cases turned on the absence of mandatory language specifying the

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designated state court as the exclusive forum in which the

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parties’ disputes would be heard.

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69 F.3d at 1037.

In so

Id.

By contrast, the forum selection clause at issue here

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provides that “any litigation . . . shall be brought” in

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Sacramento County Superior Court.

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language strongly indicates that the parties intended to

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designate Sacramento County Superior Court as the exclusive venue

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for any disputes associated with the contract and not merely to

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consent to jurisdiction in that court.

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Sea Tech., Ltd., 875 F.2d 762, 764 (9th Cir. 1989) (holding that

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a forum selection clause providing that “[v]enue of any action

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brought hereunder shall be deemed to be in Gloucester County,

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Virginia” was mandatory because its “language makes clear that

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venue, the place of suit, lies exclusively in the designated

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county”).

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entitled “Choice of Forum,” (Compl. Ex. A. at 42), strengthens

(Compl. Ex. A at 42.)

That

See Docksider, Ltd. v.

The fact that this clause appears in a paragraph

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the inference that the parties intended to designate Sacramento

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County Superior Court as the forum in which their disputes would

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be heard.

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“venue” is immaterial; no “magic words” are required to “render a

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forum selection clause mandatory and exclusive.”

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Corp. v. Transpac Container Sys. Ltd., Civ. No. 09-304 RGK JTLx,

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2009 WL 3001503, at *3 (C.D. Cal. May 8, 2009) (citing Docksider,

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875 F.2d at 763).

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That the forum selection clause does not use the term

A.O. Smith

Moreover, reading the forum selection clause to provide

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for permissive rather than mandatory jurisdiction in Sacramento

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County Superior Court would render the forum selection clause

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superfluous because that court would have jurisdiction even in

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the absence of a forum selection clause.

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Project, Inc. v. Ragland, 481 U.S. 221, 234 (1987) (noting that

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“federal and state courts have concurrent jurisdiction over

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actions brought under § 1983”).

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“fundamental rule of contract interpretation . . . that a

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contract should be interpreted as to give meaning to each of its

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provisions.”

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Inc., 971 F.2d 272, 278-79 (9th Cir. 1992) (citing Restatement of

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Contracts (2d) § 203a cmt. b (1979)).

See Ark. Writers

This reading would flout the

Brinderson-Newberg Joint Venture v. Pac. Erectors,

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Defendants also suggest that the forum selection clause
permits federal jurisdiction so long as plaintiff initially
“brought” the action in state court. Because a defendant has the
right to remove any case over which the federal courts have
original jurisdiction, 28 U.S.C. § 1441, defendants’ reading
would deprive the forum selection clause of any effect and is
therefore untenable. See Brinderson-Newberg, 971 F.2d at 278-79.
Rather, the phrase “shall be brought” indicates that the case
must be heard--not merely filed--in state court. See, e.g.,
TAAG, 915 F.2d at 1352; Turner, 2006 WL 829142 at *4.
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In light of these considerations, the language of the

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forum selection clause strongly suggests that the parties

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intended to designate Sacramento County Superior Court as the

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exclusive forum in this action.

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that the forum selection clause is ambiguous, which they are not,

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that ambiguity would not militate against remand.2

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because defendants have not shown that the clause is

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unambiguously permissive, the presumption in favor of enforcing

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forum selection clauses would counsel in favor of remand to state

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court.

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Even if defendants were correct

Rather,

See Doe 1, 552 F.3d at 1083.
Defendants contend that even if the clause binds Twin

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Rivers, it does not bind any other defendant because those

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defendants were not signatories to the employment agreement.

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Ordinarily, a provision in a contract “may not be invoked by one

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who is not a party to the agreement.”

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Grp., 4 F.3d 742, 744 (9th Cir. 1993) (citation omitted).

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Britton v. Co-op Banking

Ordinarily, the court would resolve any ambiguities by
“constru[ing] the language against the drafter of the contract.”
Hunt Wesson Foods, 817 F.2d at 78. However, plaintiff’s
employment contract contains a clause stating that “neither this
Agreement nor any uncertainty or ambiguity herein will be
construed or resolved against either party (including the party
primarily responsible for drafting and preparing this
Agreement).” (Compl. Ex. A. at 43.) The contract further
represents that both parties have “participated equally or have
had equal opportunity to participate” in the drafting of the
contract. (Id.)
Hard as it is to believe that all of Twin Rivers’ many
employees had an “equal opportunity” to participate in the
drafting of what appears to be a form contract, the court will
nonetheless decline to apply the presumption against the drafter
to construe the language at issue here. As explained above, this
does not change the outcome of the case: the language of the
forum selection clause is not ambiguous, and even if it were, the
presumption in favor of enforcing forum selection clauses would
break the tie in plaintiff’s favor. See Doe 1, 552 F.3d at 1083.
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However, the Ninth Circuit has held that when the conduct of

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third parties is “closely related to the contractual

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relationship” between the signatories to a forum selection

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clause, those parties “should benefit from and be subject to

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forum selection clauses.”3

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858 F.2d 509, 514 n.5 (9th Cir. 1998) (citations omitted); see

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also Holland Am. Line Inc. v. Wartsila N. Am., Inc., 485 F.3d

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450, 456 (9th Cir. 2007) (holding that a forum selection clause

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was binding upon non-signatory defendants when “any transactions

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between those entities and [the plaintiff] took place as part of

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the larger contractual relationship” between plaintiff and the

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signatory defendant).

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Manetti-Farrow v. Gucci Am., Inc.,

Here, the defendants consist of Twin Rivers’ current

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and former employees, members of the governing board of the

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school district, lawyers retained by Twin Rivers, individuals who

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provided consulting services to Twin Rivers, the City of

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Sacramento,4 and several police officers employed by the City of

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To the extent defendants rely upon California cases
that are inconsistent with Manetti-Farrow and Holland America
Line, their reliance is misplaced because “the enforceability of
forum selection clauses is governed by federal law.” Petersen v.
Boeing Co., 715 F.3d 276, 280 (9th Cir. 2013).
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Plaintiff named the City of Sacramento as a defendant
based on the alleged misconduct of the Sacramento Police
Department, which Twin Rivers retained to conduct an independent
investigation of the district’s police department. (See Compl. ¶
40.) For purposes of this Order, the court need not determine
whether it was appropriate to name the City of Sacramento as a
defendant in lieu of the Sacramento Police Department. Compare
United States v. Kama, 394 F.3d 1236, 1239-40 (9th Cir. 2005)
(Ferguson, J., concurring) (noting that “municipal police
departments and bureaus are generally not considered ‘persons’
within the meaning of 42 U.S.C. § 1983”) with Streit v. County of
Los Angeles, 236 F.3d 552, 565 (9th Cir. 2001) (holding that
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Sacramento.

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she was promoted by Twin Rivers to the position of deputy

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superintendent, defendants walled her off from an ongoing

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investigation of the district police department, (id. ¶ 39),

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blamed her for ongoing misconduct within the department, (id. ¶¶

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43-44), retaliated against her for retaining a lawyer, (id. ¶

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49), falsely accused her of driving under the influence and

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attempting to manipulate the police report after a traffic

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accident, (id. ¶ 51), placed her on administrative leave, (id. ¶

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(See Compl. ¶¶ 2-28.)

Plaintiff alleges that after

54), and ultimately terminated her employment, (id. ¶ 62).
Like the plaintiff in Manetti-Farrow, who alleged that

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the non-signatory defendants conspired to terminate plaintiff’s

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exclusive dealership agreement with the signatory defendant, see

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858 F.2d at 511, plaintiff explicitly alleges that defendants

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“conspired with each other” and with Twin Rivers to force her out

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of her position as deputy superintendent.

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Plaintiff also alleges that those defendants were agents or

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employees of Twin Rivers and that her termination resulted from

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acts taken within the scope of that employment or agency

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relationship.

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establish that defendants’ conduct was “closely related to,”

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Manetti-Farrow, 858 F.2d at 514 n.5, and “took place as a part

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of,” Holland Am. Line, 485 F.3d at 456, plaintiff’s employment

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pursuant to her contract with Twin Rivers.

(Id. ¶ 28.)

(Compl. ¶ 114.)

Plaintiff’s allegations therefore

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police and sheriff departments in California are “separately
suable entit[ies]” and can be subject to liability under § 1983);
see also Olvera v. County of Sacramento, 932 F. Supp. 2d 1123,
1172 n. 17 (E.D. Cal. 2013) (analyzing case law concerning
municipal departments named as § 1983 defendants).
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In short, plaintiff’s employment contract provides that

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Sacramento County Superior Court is the exclusive forum for any

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disputes associated with that contract, see Hunt-Wesson Foods,

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817 F.2d at 75, and all defendants are bound by that provision

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because their conduct is closely related to plaintiff’s

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contractual relationship with Twin Rivers, see Manetti-Farrow,

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858 F.2d at 514 n.5.

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plaintiff’s motion to remand.

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Accordingly, the court will grant

Plaintiff also moves for attorney’s fees associated

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with the removal and remand proceedings.

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1447(c) does permit a party to recover for the costs of removal

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if an action is subsequently remanded, it does not authorize a

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fee award when the remand is based on a forum selection clause.

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See Ferrari, Alvarez, Olsen & Ottoboni v. Home Ins. Co., 940 F.2d

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550, 555 (9th Cir. 1991).

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plaintiff’s motion for attorney’s fees.

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Accordingly, the court will deny

IT IS THEREFORE ORDERED that plaintiff’s motion to
remand be, and the same hereby is, GRANTED.

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Although 28 U.S.C. §

IT IS FURTHER ORDERED that plaintiff’s motion for
attorney’s fees be, and the same hereby is, DENIED.

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This action is hereby ordered REMANDED to the Superior

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Court of the State of California, in and for the County of

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Sacramento.

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Dated:

April 8, 2014

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