Moisttech Corporation v. Sensortech Systems, Inc.
Filing
18
ORDER granting in part 6 motion to dismiss, stay or transfer in that the motion to transfer is granted. The Court will not reach the issues of Defendant's Motion to Dismiss or for Stay Pending Arbitration. This case should be transferred to the appropriate court in the Central District of California in accord with the forum-selection clause of the Agreement. The Clerk of Court shall close this case after the transfer. Signed by Judge Elizabeth A. Kovachevich on 6/26/2015. (SN)
UNITED STATES DISTRICT COURT
MIDDLE DISTRICT OF FLORIDA
TAMPA DIVISION
MOISTTECH CORPORATION,
Plaintiff,
vs.
CASE NO. 8:15-cv-00434-EAK-TBM
SENSORTECH SYSTEMS, INC.,
Defendant.
________________________________/
ORDER ON DEFENDANT’S MOTION TO DISMISS THE COMPLAINT OR FOR STAY PENDING
ARBITRATION OR FOR TRANSFER
THIS CAUSE is before the Court on Defendant’s Motion to Dismiss the Complaint or
for Stay Pending Arbitration or for Transfer (Doc. 6), Plaintiff’s Response in Opposition to
Defendant’s Motion to Dismiss the Complaint or for Stay Pending Arbitration or for Transfer
(Doc. 10), and Defendant’s Reply to Plaintiff’s Response in Opposition to Defendant’s Motion
to Dismiss the Complaint or for Stay Pending Arbitration or for Transfer (Doc. 13). For the
reasons set forth below, Defendant’s Motion for Transfer is GRANTED.
PROCEDURAL HISTORY
Plaintiff, MoistTech Corporation, filed this action in the Circuit Court of the Thirteenth
Judicial Circuit, in and for the State of Florida, County of Hillsborough on February 10, 2015.
Defendant, Sensortech Systems, Inc., filed a Notice of Removal (Doc. 1) on March 2, 2015.
Plaintiff’s Complaint (Doc. 2) was filed in the United States District Court, Middle District of
Florida, Tampa Division on March 2, 2015. Defendant filed a Motion to Dismiss the Complaint
or for Stay Pending Arbitration or for Transfer (Doc. 6) on March 7, 2015. Plaintiff filed a
Response in Opposition to Defendant’s Motion to Dismiss the Complaint or for Stay Pending
1
Arbitration or for Transfer (Doc. 10) on April 2, 2015. Defendant filed a Reply to Plaintiff’s
Response in Opposition to Defendant’s Motion to Dismiss the Complaint or for Stay Pending
Arbitration or for Transfer (Doc. 13) on April 24, 2015. The following are found to be facts for
the purpose of resolving the instant motion.
STATEMENT OF THE FACTS
Plaintiff, MoistTech Corporation, (“MoistTech”) is a corporation organized and existing
under the laws of Florida. Defendant, Sensortech Systems, Inc., (“Sensortech”) is a corporation
organized and existing under the laws of Illinois and has its principal place of business in
California. Sensortech was formed in 1983 to develop and market moisture detection and
measurement systems. Sensortech originally had three shareholders: Colin Hanson, John
Fordham, and Roger Carlson. MoistTech was originally a division of Sensortech created in 2004
to expand Sensortech’s development and marketing of moisture detection systems through neoninfrared (“NIR”) technology. In 2013, MoistTech was separated from Sensortech. John Fordham
and Roger Carlson became the sole owners of MoistTech and Colin Hanson became the sole
owner of Sensortech. The separation was described in the “AGREEMENT AND PLAN FOR
STOCK REDEMPTION AND RELEASE AGREEMENT” (“Agreement”). The Agreement
included a forum-selection clause and an arbitration clause.
Plaintiff’s suit against Defendant alleges (1) False Advertising in Violation of the
Lanham Act and (2) Common Law Unfair Competition under Florida Law. Plaintiff alleges that
Defendant utilized components of inventory that should have been provided to Plaintiff as part
of the separation of the companies. Plaintiff alleges that Defendant sold NIR moisture control
systems with virtually identical design of Plaintiff’s sensors, copied Plaintiff’s photographs, and
2
copied Plaintiff’s website. Further, Plaintiff alleges that Defendant removed the casing of
MoistTech sensors and installed different casings with the Sensortech marking.
Defendant has brought this Motion requesting dismissal of the case, or for stay pending
arbitration, or for transfer. Defendant argues that the Agreement governs this dispute and that the
arbitration clause and the forum-selection clause are binding on Sensortech and MoistTech.
DISCUSSION
MoistTech is Bound by the Forum-Selection Clause
Plaintiff argues that it cannot be bound by the forum-selection clause because MoistTech
is not a party to the Agreement. (Doc. 10:10). “‘In order to bind a non-party to a forum-selection
clause, the party must be ‘closely related’ to the dispute such that it becomes ‘foreseeable’ that it
will be bound.’” Lipcon v. Underwriters at Lloyd’s, London, 148 F.3d 1285, 1299 (11th Cir.
1998) (quoting Hugel v. Corporation of Lloyd’s, 999 F.2d 206, 209 (7th Cir. 1993)).
In Lipcon, spouses of two Lloyd’s “Names” signed letters of credit to provide collateral
for their husbands. Id. at 1288. Despite not signing the “General Undertaking” that contained the
forum-selection clause at dispute, the Eleventh Circuit held that the spouses were bound by the
clause. Id. at 1299. The Eleventh Circuit reasoned that the spouses’ interests were “completely
derivative” of their husbands, and “thus directly related to, if not predicated upon” the
signatory’s conduct. Id.
In Hugel, two corporations, which were owned and controlled by a party bound by a
forum-selection clause, were held to the forum-selection clause despite being not being parties to
the “General Undertaking.” 999 F.2d at 210. By involving the party’s two non-signatory
corporations in the course of the dispute, the district court found that they were “so closely
3
related” to the dispute to be bound by the forum-selection clause. Id. The Seventh Circuit upheld
this finding. Id.
Much like the parties in Lipcon and Hugel, MoistTech is “so closely related” to the
dispute that it was foreseeable that it would be bound by the forum-selection clause. While
MoistTech is omitted as a signatory, MoistTech is omnipresent throughout the Agreement. In the
“Recitals” to the Agreement, MoistTech Corporation and two signed parties (John Fordham and
Roger Carlson) are collectively referred to as the “MoistTech Parties.” (Doc. 7-1:2). In Article I
of the Agreement, Fordham and Carlson acknowledged receipt of the “MoistTech assets”—made
up of “various assets, both tangible and intangible, acquired for or utilized in the manufacture
and sale of products of the MoistTech division” of Sensortech. (Doc. 7-1:3). Much like the
owner of the two non-signatory corporations in Hugel, who involved the corporations in the
dispute, Fordham and Carlson, as owners of MoistTech, agreed “to pay, perform, or discharge
and shall cause MoistTech Corp. to pay, perform, or discharge all debts, liabilities, contracts and
obligations relating to the MoistTech assets…” 999 F.2d at 210; (Doc. 7-1:3) (emphasis added).
Sensortech contracted to “be responsible for handling, and shall indemnify and hold
harmless the MoistTech Parties from, all warranty, products liability and other customer related
claims arising out of the sale of RF products, for all sales of the products made at any time.”
(Doc. 7-1:4) (emphasis added). The collective “MoistTech Parties” includes MoistTech
Corporation. Furthermore, the Agreement states that MoistTech Corporation will be responsible
for, and “Fordham and Carlson shall cause MoistTech Corp. to indemnify and hold harmless,”
warranty, products liability, and customer related claims from the sale of NIR products. (Doc. 71:4) (emphasis added). Similar to the owner in Hugel, Fordham and Carlson have included
MoistTech in the Agreement to the point that it is so closely related to the Agreement that it is
4
foreseeable MoistTech will be bound. 999 F.2d at 209. Additional benefits and obligations
accorded to MoistTech are found in the “Release of Corporate and Shareholder Claims” (Doc. 71:7) and the “Expenses” subsection to Article IV of the Agreement (Doc. 7-1:7-8).
Most relevant to the current dispute is the “Intellectual Property” paragraph under Article
I of the Agreement. The paragraph is listed in full below:
1.9 Intellectual Property. No value has been placed on Sensortech
intellectual property including hardware design, software and firmware design
used in its products. The parties acknowledge that much of the intellectual
property relating to the Human Machine Interface (“HMI”) and Input/Output
(“I/O”) protocols is presently used in both the RF and NIR product lines and will
continue to be used independently by both Sensortech and MoistTech Corp. in the
future to develop and maintain products. Source codes for software and firmware
have been previously provided to Carlson and Fordham and have been updated
with the latest version available before the Effective Date. Sensortech and the
MoistTech Parties may each develop, alter, enhance, and employ any and all of
the intellectual property described herein to suit the future use each deems
appropriate. For avoidance of doubt, the parties acknowledge that as of the
completion of the stock redemption contemplated by this Agreement, Sensortech
and the MoistTech Parties will each have and retain a joint, undivided and equal
ownership interest in all elements of hardware, software and firmware design,
documentation and know-how associated with all Sensortech products as they
existed on the Effective Date. Neither Sensortech, on the one hand, nor the
MoistTech Parties, on the other hand, shall have any duty to account to the other
for the use of or profit from their independent exploitation and development of
this intellectual property. Sensortech will not be required to provide MoistTech
with maintenance, repair, enhancement or other support of any of the abovedescribed intellectual property after the Effective Date. MoistTech Corp. will not
be required to provide Sensortech with maintenance, repair, enhancement or
other support of any of the above-described intellectual property after the
Effective Date. Notwithstanding the foregoing, trademarks, trade names, domain
names and rights to website that are unique to existing MoistTech products are
deemed assigned to the MoistTech Parties for their exclusive use.
(Doc. 7-1:4) (emphasis added).
MoistTech is both benefitted and burdened by this paragraph. MoistTech has been linked
to the Agreement through their inclusion as one of the “MoistTech Parties.” MoistTech’s
interests are “completely derivative” and “directly related to, if not predicated upon” the signed
5
parties to the Agreement. Lipcon, 148 F.3d at 1299. Both taking the Agreement as a whole and
in considering the relevant paragraph for the current dispute, MoistTech is so “closely related” to
the Agreement that it is bound to the forum-selection clause. Id.
Plaintiff argues that the current dispute is akin to that in Cooper v. Meridian Yachts, Ltd.,
575 F.3d 1151 (11th Cir. 2009). The Court disagrees. In Cooper, the Eleventh Circuit concluded
that non-signatories were not bound by a Dutch choice of law provision. Id. The Court stated that
there was no evidence that a close relationship existed between the signatory and the nonsignatories. Id. at 1170. The Court opined that “[e]ven assuming that Meridian and the Vulcan
appellants have the same president and beneficial owner, that alone is not sufficient to
demonstrate that the Vulcan appellants are Meridian’s alter egos, permitting us to disregard their
individual corporate identities.” Id. Here, the Court is not simply associating MoistTech with
Fordham and Carlson because they are principals of the corporation. Rather, the Court is relying
on the pervasive involvement of MoistTech Corporation in the Agreement. The numerous grants
of burdens and benefits to MoistTech stands in stark contrast to the lack of evidence of a close
relationship in Cooper. Id.
The Court finds the current dispute is more analogous to XR Co. v. Block & Balestri,
P.C., 44 F.Supp.2d 1296 (S.D. Fla. 1999). In XR Co., XR Co.’s sole and controlling shareholder
was bound to a forum-selection clause contained in an agreement to which he was a nonsignatory in his individual capacity but to which his company was a signed party. Id. at 1300-01.
“[I]t is undisputed that Koeppel is the sole and controlling shareholder of XR Co. and that the
acquisition of XR Co. would inure to his personal benefit. Therefore, even if Koeppel did not
sign the letter agreement in his individual capacity, he is still bound by the forum selection
clause contained in the agreement.” Id. at 1301. MoistTech is in a similar position to Koeppel
6
(the sole and controlling shareholder of the signatory corporation). While not a signatory to the
Agreement, MoistTech has a close relationship with two of the signatories—Fordham and
Carlson. See (Doc. 2:2-3); See also (Doc. 7-1:1). Fordham and Carlson’s participation in the
Agreement inured to MoistTech’s personal benefit. This benefit is evinced throughout the
Agreement. See generally (Doc. 7-1). Taking the benefits of the Agreement, MoistTech is bound
by the forum-selection clause.
In conclusion, MoistTech was so “closely related” to the dispute that it was “foreseeable”
that it would be bound. Lipcon, 148 F.3d at 1299 (quoting Hugel, 999 F.2d at 209). MoistTech’s
interests were “completely derivative of”, that is, “directly related to, if not predicated upon” the
signed parties. Id. As such, MoistTech is bound to the forum-selection clause included in the
Agreement. The conclusion that MoistTech is bound by the forum-selection clause should not be
construed in any way as reflecting a view on the merits of the substantive claims.
The Forum-Selection Clause is Valid and Enforceable
The enforceability of a forum-selection clause in this federal-question case is governed
by federal law. Loeffelholz v. Ascension Health, Inc., 34 F. Supp. 3d 1187, 1189 (M.D. Fla.
2014). Forum-selection clauses are presumed valid and enforceable unless the plaintiff “makes a
‘strong showing’ that enforcement would be unfair or unreasonable under the circumstances.”
Rucker v. Oasis Legal Finance, L.L.C., 632 F.3d 1231, 1236 (11th Cir. 2011) (quoting Krenkel v.
Kerzner Int’l Hotels Ltd., 579 F.3d 1279, 1281 (11th Cir. 2009)). “A forum-selection clause will
be invalidated when: (1) its formation was induced by fraud or overreaching; (2) the plaintiff
would be deprived of its day in court because of inconvenience or unfairness; (3) the chosen law
would deprive the plaintiff of a remedy; or (4) enforcement of the clause would contravene
public policy.” Krenkel, 579 F.3d at 1281 (citing Lipcon, 148 F.3d at 1296).
7
Plaintiff has not argued that the forum-selection clause is invalid. See generally (Doc.
10). No evidence has been presented to suggest that the Agreement or the forum-selection clause
that it contains were induced by fraud or overreaching. Plaintiff will not be deprived of its day in
court—rather, Plaintiff would just have to change its venue to the agreed-upon forum. Any
potential financial difficulty that a party may have in litigating in the selected forum is not a
sufficient ground standing alone to prevent enforcement of a valid forum-selection clause.
Rucker, 632 F.3d at 1237. Plaintiff will not be deprived of a remedy from the chosen law. Nor
would enforcement of the clause contravene public policy. Given that none of the factors
encourage invalidation of the forum-selection clause, the clause is valid. Additionally, the clause
has not been waived.
The Forum-Selection Clause is Mandatory
Courts often characterize forum-selection clauses as either “permissive” or “mandatory.”
A mandatory clause “dictates an exclusive forum for litigation under the contract.” Slater v.
Energy Services Group Inter., Inc., 634 F.3d 1326, 1330 (11th Cir. 2011) (quoting Snapper, Inc.
v. Redan, 171 F.3d 1249, 1262 n. 24 (11th Cir. 1999)). The forum-selection clause contained in
the Agreement is transcribed in full below:
4.5 Governing Law; Jurisdiction; Venue. This Agreement shall be
governed by the laws of the State of California, without regard to the conflict of
laws rules of the State of California or any other jurisdiction that would call for
the application of the laws of any jurisdiction other than the State of California.
By execution and delivery of this Agreement, the parties hereto agree and accept
that any legal action or proceeding shall only be brought in the federal or state
courts for the State of California, County of Ventura, and the parties expressly
waive any objection to personal jurisdiction, venue or forum non conveniens.
(Doc. 7-1:9) (emphasis added).
Use of the word “shall” is most reasonably interpreted to mandate venue. Slater, 634
F.3d at 1330. The clause at issue uses the phrase “shall only.” (Doc. 7-1:9). The only reasonable
8
interpretation of this clause is that “the federal or state courts for the State of California, County
of Ventura” is the exclusive forum for litigation under the Agreement. Therefore, all claims
within the scope of the forum-selection clause must be brought in a court in Ventura County,
California, and not in the District Court for the Middle District of Florida.
The Complaint is Within the Scope of Forum-Selection Clause
Plaintiff contends that the Complaint does not fall within the scope of the Agreement’s
forum-selection clause. Specifically, Plaintiff argues that the claims are not related to the
Agreement. See (Doc. 10:2).
The language of the clause determines whether a claim falls within the scope of a forumselection clause. Bahamas Sales Associate, L.L.C. v. Byers, 701 F.3d 1335, 1340 (11th Cir.
2012) (Citing Slater, 634 F.3d at 1330-31). The relevant portion of the forum-selection clause in
the Agreement states that “any legal action or proceeding shall only be brought in the federal or
state courts for the State of California, County of Ventura.” (Doc. 7-1:9) (emphasis added). This
clause is very broad. The clause is not limited to “[a]ny dispute, controversy or claim arising out
of or relating to this Agreement…” as is found in the arbitration clause found in the next
paragraph of the Agreement. (Doc. 7-1:9). However, the Court would be mistaken to allow the
clause to expand without bounds. The Court must find a direct relationship between the
Complaint and the Agreement and will examine the Complaint against the Agreement.
Plaintiff alleges two claims: false advertising in violation of the Lanham Act and
common law unfair competition under Florida law. (Doc. 2:7). Plaintiff’s description in the
“Background” section of the Complaint almost identically mirrors the text of the “Recitals” in
the Agreement. (Doc. 2:2-3, Doc. 7-1:2). In Plaintiff’s Complaint, Plaintiff refers to an
9
“understanding” and “arrangement” that was reached to separate MoistTech from Sensortech.
(Doc. 2:3). Defendant argues that the Plaintiff is referring to the Agreement. (Doc. 6:2).
In the Complaint, Plaintiff states that “[a]s part of the arrangement, Sensortech was
supposed to transfer to MoistTech the entire NIR inventory of instruments and parts together
with all original drawings, software… all copies of all engineering and manufacturing
documents and files that related to the NIR product line parts…” (Doc. 2:3). Plaintiff then
alleges as part of “Sensortech’s Unlawful Conduct” that “Sensortech assembled moisture
controls systems utilizing NIR technologies, by utilizing an inventory of components that should
have been provided to MoistTech as part of its separation from Sensortech.” (Doc. 2:4-5).
Additionally, the Complaint alleges that the Defendant utilized photographs that “[i]n at least
some instances… were created by MoistTech or one or more of its owners after the separation of
MoistTech from Sensortech.” (Doc. 2:5) (emphasis added). The use of “some” suggests that the
remainder of photographs were created before the separation of MoistTech and Sensortech. The
Complaint alleges that the Defendant began selling NIR moisture control systems with similar
appearance to the MoistTech NIR products. (Doc. 2:4). The Complaint also alleges that the
Defendant copied from the Plaintiff’s website. (Doc. 2:5)
The Agreement contains a clause regarding intellectual property. See (Doc. 7-1:4).
Relevant to the dispute are the following portions of the clause:
The parties acknowledge that much of the intellectual property relating to
the Human Machine Interface (“HMI”) and Input/Output (“I/O”) protocols is
presently used in both the RF and NIR product lines and will continue to be used
independently by both Sensortech and MoistTech Corp. in the future to develop
and maintain products.
Sensortech and the MoistTech Parties may each develop, alter, enhance,
and employ any and all of the intellectual property described herein to suit the
future use each deems appropriate.
10
For avoidance of doubt, the parties acknowledge that as of the completion
of the stock redemption contemplated by this Agreement, Sensortech and the
MoistTech Parties will each have and retain a joint, undivided and equal
ownership interest in all elements of hardware, software and firmware design,
documentation and know-how associated with all Sensortech products as they
existed on the Effective Date.
Neither Sensortech, on the one hand, nor the MoistTech Parties, on the
other hand, shall have any duty to account to the other for the use of or profit
from their independent exploitation and development of this intellectual property.
Notwithstanding the foregoing, trademarks, trade names, domain names
and rights to website that are unique to existing MoistTech products are deemed
assigned to the MoistTech Parties for their exclusive use.
(Doc. 7-1:4).
The “Intellectual Property” clause in the Agreement directly relates to the Plaintiff’s
claims. The “Intellectual Property” clause discusses the permitted use of products, hardware,
design, and documentation at the time of the Agreement and into the future. It also explains
rights relating to MoistTech’s website.
Plaintiff argues that its claims are not for a breach of contract and, therefore, that the
claims are separate from the Agreement. (Doc. 10:8). The claims, however, germinate from the
“Intellectual Property” clause in the Agreement—precisely why the Plaintiff’s Complaint
commences by describing an “understanding” between the parties and that as part of
“Sensortech’s unlawful conduct,” the Defendant “utiliz[ed] an inventory of components that
should have been provided to MoistTech as part of its separation from Sensortech.” (Doc. 2).
The Eighth Circuit has held that tort claims that involved the same operative facts as would a
parallel claim for breach of contract, even though the party did not allege a breach of contract in
the complaint, should be held to forum-selection clauses in the contract. Terra Int’l, Inc. v.
Mississippi Chemical Corp., 119 F.3d 688, 695 (8th Cir. 1997) (citing Lambert v. Kysar, 983
F.2d 1110, 1121 (1st Cir. 1993)). Avoidance of pleading breach of contract claims would not
11
allow parties to avoid an otherwise applicable forum-selection clause. Id. Here, if Plaintiff chose
to file a breach of contract claim from the Agreement, the same operative facts would be at issue.
Therefore, Plaintiff should be held to the forum-selection clause in the Agreement.
While some of the alleged unlawful conduct in the complaint is separate from the
Agreement, the Complaint describes conduct that substantively relates to the Agreement.
Plaintiff’s claims arise from the relationship established in the Agreement. As such, the Court
finds that the Complaint is within the scope of the Agreement and the forum-selection clause.
Again, the conclusion that MoistTech is bound by the forum-selection clause should not be
construed in any way as reflecting a view on the merits of the substantive claims.
Defendant’s Request for Transfer of Venue
A defendant that has properly removed a case to federal court can still attempt to transfer
the case to another division or district. Hollis v. Florida State University, 259 F.3d 1295, 1300
(11th Cir. 2001). Transfer of venue for an action brought in federal court is governed by 28
U.S.C. § 1404(a) Change of venue. It provides as follows:
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 or
to any district or division to which all parties have consented.
28 U.S.C. § 1404(a) (2012) (emphasis added).
A forum-selection clause may be enforced through a motion to transfer under § 1404(a).
Atlantic Marine Const. Co., Inc. v. U.S. District Court for the Western District of Texas et al.,
134 S.Ct. 568, 579 (2013). District courts should ordinarily transfer a case to the forum specified
in a valid forum-selection clause. Id. at 581. “Only under extraordinary circumstances unrelated
to the convenience of the parties should a § 1404(a) motion be denied” when a valid forumselection clause exists. Id.
12
While a district court ordinarily weighs relevant factors to determine if a transfer would
serve “the convenience of parties and witnesses” and otherwise promote “the interest of justice,”
(28 U.S.C. § 1404(a)), the analysis of transfer under § 1404(a) changes when a valid forumselection clause governs the parties. Atlantic Marine Const. Co., Inc., 134 S.Ct. at 581. By
enforcing valid forum-selection clauses, district courts protect the legitimate expectations of the
parties and “further[] vital interests of the judicial system.” Id. (quoting Stewart Organization,
Inc. v. Ricoh Corp., 487 U.S. 22, 33 (1988) (KENNEDY, J., concurring)).
Accordingly, the plaintiff’s choice of forum merits no weight. Id. Instead, the plaintiff
has the burden to establish that transfer to the forum specified in the forum-selection clause is
unwarranted. Id. In Atlantic Marine Const. Co., Inc., the Supreme Court opined that a district
court evaluating a defendant’s motion to transfer under § 1404(a) based on a forum-selection
clause should not consider arguments regarding the parties’ private interests. Id. at 582. Rather,
the Court stated that all private interests are expressed in the forum-selection clause, which
would weigh in support of transfer. Id. at 583-84. Only public-interest factors are relevant. Id. at
582.
Public-interest factors include “the administrative difficulties flowing from court
congestion; the local interest in having localized controversies decided at home; the interest in
having the trial of a diversity case in a forum that is at home with the law that must govern the
action; the avoidance of unnecessary problems in conflict of laws, or in the application of
foreign law; and the unfairness of burdening citizens in an unrelated forum with jury duty.”
Rivas ex rel. Estate of Gutierrez v. Ford Motor Co., 17 Fla. L. Weekly Fed. D611 (M.D. Fla.
2004).
1. Court Congestion
13
The Middle District of Florida is renowned as one of the most congested Federal Court
dockets in the nation. Id. The Central District of California has less pending cases per judgeship
and a shorter median time from filing to disposition for civil cases than the Middle District of
Florida. Administrative Office of the United States Courts, Federal Court Management
Statistics—Comparison Within Circuit (2014). A transfer to a less crowded docket with a
quicker disposition time would be a benefit to both parties. Therefore, this factor encourages
transfer.
2. The Local Interest in Having Localized Controversies Decided at Home
Plaintiff is a corporation “organized and existing under the laws of Florida” and “has its
principal place of business in Manatee County, Florida.” (Doc. 2:1). Defendant “is a corporation
organized and existing under the laws of Illinois and has its principal place of business in
California.” (Doc. 2:1). Local interest can be found in both the Middle District of Florida and in
the Central District of California. Therefore, this factor does not weigh against transfer.
3. Interest in Having the Trial of a Diversity Case in a Forum that is at Home with
the Law that Must Govern the Action
This factor is inapplicable because this case was not removed as a diversity case.
4. Avoidance of Unnecessary Problems in Conflict of Laws, or in the Application of
Foreign Law
This factor does not weigh against transfer.
5. The Unfairness of Burdening Citizens in an Unrelated Forum with Jury Duty
Defendant’s principal place of business is in California. (Doc. 2:1). Transfer to the
Central District of California would not burden citizens of an unrelated forum because that
14
District has an interest in the case. Additionally, Plaintiff has not demanded a jury trial.
Therefore, this factor does not weigh against transfer.
In sum, the Plaintiff has not met the burden of establishing that transfer to the forum
specified in the forum-selection clause is unwarranted based on public-interest factors. This
Court finds that transfer to the forum established in the forum-selection clause is appropriate.
CONCLUSION
For the reasons given above, this Court is of the opinion that transfer of this case under §
1404(a) is appropriate. Accordingly, it is
ORDERED that Defendant Sensortech’s Motion to Transfer under § 1404(a) is hereby
GRANTED. The Court will not reach the issues of Defendant’s Motion to Dismiss or for Stay
Pending Arbitration. This case should be transferred to the appropriate court in the Central
District of California in accord with the forum-selection clause of the Agreement. The Clerk of
Court shall close this case.
DONE and ORDERED in Chambers, in Tampa, Florida, this 26th day of June, 2015.
Copies to: All
Parties and Counsel of Record
15
Disclaimer: Justia Dockets & Filings provides public litigation records from the federal appellate and district courts. These filings and docket sheets should not be considered findings of fact or liability, nor do they necessarily reflect the view of Justia.
Why Is My Information Online?