Orion Marine Construction, Inc. v. Marine Structures, LLC

Filing 15

ORDER denying 12 Defendant's Motion to Dismiss for Improper Venue or, in the Alternative, to Transfer Venue. Defendant shall file an answer to the complaint within fourteen (14) days of this Order. Signed by Judge James S. Moody, Jr on 10/9/2019. (JG)

UNITED STATES DISTRICT COURT
MIDDLE DISTRICT OF FLORIDA
TAMPA DIVISION

ORION MARINE CONSTRUCTION, INC.,
Plaintiff,
v.

Case No. 8:19-cv-1622-T-30CPT

MARINE STRUCTURES, LLC,
Defendant.
_____________________________________/

ORDER
THIS CAUSE comes before the Court upon Defendant’s Motion to Dismiss for
Improper Venue or, in the Alternative, to Transfer Venue (Dkt. 12) and Plaintiff’s Response
in Opposition (Dkt. 14). The Court, upon review of the motion, response, and being
otherwise advised in the premises, concludes that the motion should be denied because
Defendant has not established that public-interest factors disfavor enforcement of the parties’
agreement to litigate in this forum.
BACKGROUND
This is a contract dispute between two commercial entities. Plaintiff Orion Marine
Construction, Inc. and Defendant Marine Structures, LLC entered into a purchase agreement
under which Marine Structures agreed to supply stainless steel bolts to Orion for the
construction of a World War II Battleship’s cofferdam and walkway. Orion is a citizen of
Florida and Texas. Marine Structures is a citizen of North Carolina. The purchase
agreement included a forum-selection clause in which the parties agreed that “jurisdiction

and venue over all controversies arising out of, or relating to, this Agreement shall be in
Hillsborough County.” (Dkt. 1-2 at ¶ 26). The purchase agreement also provided that it
“shall be construed in accordance with, and disputes shall be governed by, the laws of the
State of Florida, excluding its conflict of law rules.” Id.
The complaint alleges that the bolts Marine Structures supplied to Orion were
contaminated. After Orion installed the defective bolts, they began exhibiting significant
signs of oxidation corrosion. The complaint asserts claims against Marine Structures for
breach of contract and contractual indemnity.
This case is at issue upon Marine Structures’ motion to dismiss, or, in the alternative,
to transfer venue. Marine Structures argues that the Middle District of Florida is not a
“proper venue” under 28 U.S.C. § 1391(b). Marine Structures alternatively requests transfer
to the Eastern District of North Carolina under 28 U.S.C. § 1404(a) and the doctrine of forum
non conveniens.
DISCUSSION
The law is clear that a valid forum-selection clause should be given controlling weight
in all but the most exceptional circumstances. Atl. Marine Construction Co., Inc. v. United
States District Court for the Western District of Texas, 134 S.Ct. 568, 581 (2013).
“Forum-selection clauses are presumptively valid and enforceable unless the plaintiff makes
a ‘strong showing’ that enforcement would be unfair or unreasonable under the
circumstances.” Cleveland v. Kerzner Int’l Resorts, Inc., 657 F. App’x 924, 925–26 (11th
Cir. 2016) (quoting Krenkel v. Kerzner Int’l Hotels Ltd., 579 F.3d 1279, 1281 (11th Cir.
Page 2 of 4

2009)). A forum-selection clause will be deemed invalid if: “(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.” Id.
The Court concludes that Marine Structures has not met its considerable burden to
demonstrate that enforcement of the presumptively-valid forum-selection clause is unfair or
unreasonable under the circumstances. Marine Structures asserts that Orion’s complaint
relates to matters that occurred exclusively in North Carolina. The bolts at issue in this case
were delivered to Orion’s North Carolina project site. Marine Structures’ main argument is
that the forum-selection clause is contrary to the public policy of North Carolina. This
argument is unpersuasive because the relevant inquiry is whether enforcement would
contravene the public policy “of the forum in which suit is brought,” which is Florida, not
North Carolina. M/S Bremen v. Zapata Off-Shore Co., 407 U.S. 1, 15 (1972).
Marine Structures also fails to carry its burden under section 1404(a) because it has
not established that this is an extraordinary case in which public interest factors
overwhelmingly disfavor enforcement of the forum-selection clause. Notably, “[w]hen
parties agree to a forum-selection clause, they waive the right to challenge the preselected
forum as inconvenient or less convenient for themselves or their witnesses, or for their
pursuit of the litigation. A court accordingly must deem the private-interest factors to weigh
entirely in favor of the preselected forum.” Atl. Marine, 571 U.S. at 64. But Marine

Page 3 of 4

Structures’ arguments (other than the argument related to North Carolina’s public policy) are
tantamount to convenience arguments, which are insufficient under this binding precedent.
It is therefore ORDERED AND ADJUDGED that:
1.

Defendant’s Motion to Dismiss for Improper Venue or, in the Alternative, to
Transfer Venue (Dkt. 12) is denied.

2.

Defendant shall file an answer to the complaint within fourteen (14) days of
this Order.

DONE and ORDERED in Tampa, Florida on October 9, 2019.

Copies furnished to:
Counsel/Parties of Record

Page 4 of 4