151 FOODS, LLC v. TROMP GROUP AMERICAS, LLC et al
OPINION. Signed by Judge Joseph H. Rodriguez on 9/8/21. (dd, ) [Transferred from New Jersey on 9/8/2021.]
Case 1:21-cv-03724-CAP Document 105 Filed 09/08/21 Page 1 of 14
UNITED STATES DISTRICT COURT
DISTRICT OF NEW JERSEY
151 FOODS, LLC,
CUMMINGS ATLANTA LLC (f/k/a TROMP
GROUP USA, LLC dba TROMP GROUP USA :
LLC); AUTOMATED BAKING SYSTEMS,
INC. JAMES G. CUMMINGS; TROMP GROUP :
AMERICAS, LLC; AMF BAKERY SYSTEMS; :
LILLNORD A/S; BITZER US INC.; and
BITZER KÜHLMASCHINENBAU GMBH,
Civil Action No. 19-cv-17093
Hon. Joseph H. Rodriguez
This matter comes before the Court on Defendant Cummings Atlanta, LLC’s
(“Cummings Atlanta”), Automated Baking Systems, Inc.’s (“ABS”), and James G.
Cummings’ (“Cummings”) (collectively “Moving Defendants”) motion to transfer venue,
compel arbitration, and stay proceedings. As an alternative, Moving Defendants seek to
dismiss this suit for lack of personal jurisdiction and failure to state a claim upon which
relief can be granted. The Court has considered the written submissions of the parties
and concluded, for the reasons set forth below, that Moving Defendants’ motion to
transfer venue is GRANTED.
In mid-2014, Plaintiff 151 Foods, LLC (“Plaintiff”), a New Jersey-based
commercial bakery, began the process of soliciting bids for the supply of new
equipment. Dkt. 39, ¶¶ 1, 22, 27. According to Plaintiff, the proper functioning of this
Case 1:21-cv-03724-CAP Document 105 Filed 09/08/21 Page 2 of 14
equipment was critical because its specialized rolls, breads, and bagels are “ruined” if
not “retarded for fermentation development at . . . certain temperature[s].” Id. at 24.
Plaintiff therefore sent “detailed functional and general specifications” to each potential
machinery supplier. Id. at Page 2.
After reviewing numerous bids, Plaintiff selected a proposal submitted by
Defendant Cummings’ business, Tromp Group USA, LLC (“Tromp Group USA”), a
Georgia-based company. 1 Id. at ¶ 2, 35. In December 2014, Plaintiff and Tromp Group
USA signed Order Confirmation #2333R2 (“the Contract”), which set forth the essential
terms of their agreement, including Tromp Group USA’s obligations with respect to the
equipment and Plaintiff’s means of recourse in the event of breach. 2 Id. at ¶ 35, Dkt. 393. Following this, Tromp Group USA proceeded to “design the needed systems and
source equipment from Defendants Lillnord A/S [(“Lillnord”)] and Bitzer
Kühlmaschinenbau GmbH [(“Bitzer”)],” two foreign companies. Dkt. 39, Page 2. These
companies, along with Bitzer US, Inc. (“Bitzer US”), were also responsible for providing
repair services. Id.
In July 2015, Tromp Group USA, Lillnord, and Bitzer delivered and installed the
equipment; however, shortly after “starting up,” Plaintiff alleges that the equipment
experienced “operational issues” which “materially affected” production. Id. at ¶ 44–48.
Plaintiff immediately contacted Cummings in regard to the issues, and throughout 2015
and 2016, Cummings communicated extensively with Plaintiff while working to resolve
the problems. Id. at ¶ 60–62.
Tromp Group USA was a Georgia-based limited liability company, whose sole member was ABS. Id. at ¶ 3. ABS was a
Georgia-based corporation, whose sole stockholder was Cummings. Id. at ¶ 3–4. As a result, Cummings controlled
Tromp Group USA and ABS.
2 In subsequent briefing, Plaintiff contended that it did not actually sign the Contract, but merely “demonstrate[ed]
acceptance” of it. Dkt. 79 at 2. In either case, the Court finds the Contract to be controlling.
Case 1:21-cv-03724-CAP Document 105 Filed 09/08/21 Page 3 of 14
At the same time, however, Cummings and his businesses entered into several
ancillary transactions, the motivations for which are not immediately clear from the
record. On September 2, 2015, Cummings changed the name of his company from
Tromp Group USA, LLC to Cummings Atlanta, LLC. Id. at ¶ 63. On September 10, 2015,
Tromp Group Americas, LLC (“Tromp Group Americas”) purchased the assets of
Cummings Atlanta, LLC. Id. at ¶¶ 69, 114. According to the Complaint, Tromp Group
Americas “was created shortly before” purchasing Cummings Atlanta and “at times”
operated under the previous name of Tromp Group USA. Id. at ¶ 8, 69. Then, in August
2019, Tromp Group Americas merged into Defendant AMF Bakery Systems (“AMF
Bakery”). Id. at ¶ 9. Tromp Group USA, Cummings Atlanta, and Tromp Group Americas
were all Georgia-based companies, while AMF Bakery is a Virginia-based company. Id.
at ¶ 2, 7, 10.
Cummings, through the entities of Tromp Group USA, Cummings Atlanta, and
Tromp Group Americas, arranged for Lillnord, Bitzer, and Bitzer US to perform repair
services. Id. at ¶¶ 17, 76. Despite this, however, Plaintiff alleges that the necessary
functionality was never reached in some equipment and only reached after “material
[personal] investment” in other equipment. Id. at ¶ 77-78. As a result, Plaintiff brought
the instant suit seeking, among other things, “the cost incurred by [it] to attempt to
remedy the improper equipment, the cost of replacing the equipment with properly
sized equipment that functions as intended, and additionally for loss of production, loss
of profits, loss of materials and loss of goodwill associated with the inability to fulfil
customers’ orders.” Id. at Pages 15, 17, 19, 21, 24.
Pursuant to 28 U.S.C. § 1404(a), Moving Defendants seek to transfer this case to
the United States District Court for the Northern District of Georgia, Atlanta Division on
Case 1:21-cv-03724-CAP Document 105 Filed 09/08/21 Page 4 of 14
the grounds that “[t]he Contract contains a forum-selection clause requiring disputes to
be resolved” in that court. Dkt. 59-1 at 1–2. The provision provides that:
[t]his Agreement shall be governed by the laws of the State of Georgia
without giving effect to any rules of conflicts of law. Venue of any disputes
related to this Agreement shall be in Gwinnett County, Georgia.
Dkt. 39-2 at 10.
Along with transfer being required under the Contract’s forum selection clause,
Moving Defendants also assert that transfer is appropriate under the Contract’s dispute
resolution provision, which requires that claims be submitted to arbitration in Georgia.
Dkt. 59-1 at 2. In particular, Moving Defendants argue that while “this Court cannot
compel arbitration in Atlanta, Georgia . . . it can and should transfer the case to the
Northern District of Georgia to enforce the intent of the parties set forth in the
Contract.” Id. at 2.
Plaintiff responds by arguing that the forum selection clause is not enforceable
because it is permissive and unreasonable. Dkt. 79 at 3–4. And even if enforceable,
Plaintiff contends that the forum selection clause does not apply to Tromp Group
Americas, AMF Bakery, Lillnord, Bitzer, and Bitzer US (collectively, “Non-Signatory
Defendants”) because they did not sign the Contract. Id. at 3. In the end, all of these
responses fail and therefore the motion to transfer is granted.
“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.” 28 U.S.C. § 1404(a). “It is well settled that a motion to transfer under 28
U.S.C. § 1404(a) constitutes the appropriate procedural mechanism to enforce a forum
selection clause.” Asphalt Paving Systems, Inc. v. General Combustion Corp., No. 13–
Case 1:21-cv-03724-CAP Document 105 Filed 09/08/21 Page 5 of 14
7318, 2015 WL 167378, at *3 (D.N.J. Jan. 13, 2015) (citing Atl. Marine Const. Co., Inc. v.
U.S. Dist. Court for W. Dist. of Tx., 571 U.S. 49, 62 (2013)).
In analyzing § 1404(a) motions, courts must “consider the three [factors]
enumerated under the statute—convenience of the parties, convenience of the witnesses,
and the interests of justice—along with all other relevant private and public factors,
including the plaintiff’s choice of forum.” In re McGraw-Hill Global Education Holdings
LLC, 909 F.3d 48, 57 (3d Cir. 2018). Ordinarily, district courts “weigh [these] factors
and decide whether, on balance, a transfer [is warranted],’” Atlantic Marine, 571 U.S. at
62–63 (citing § 1404(a)), however, the presence of a valid forum-selection clause “alters
[the] analysis in several ways.” Collins On behalf of herself v. Mary Kay, Inc., 874 F.3d
176, 186 (3d Cir. 2017). “[P]laintiff's choice of forum in filing his or her lawsuit ‘merits
no weight,’ and [courts] are not to consider any arguments about the parties’ private
interests—those ‘weigh entirely in favor of the preselected . . . forum.’” 3 Id. (quoting
Atlantic Marine, 134 U.S. at 63–64). “As a consequence, a district court may consider
arguments about [the] public-interest factors only,” which include “the administrative
difficulties flowing from court congestion; the local interest in having localized
controversies decided at home; [and] the interest in having the trial of a diversity case in
a forum that is at home with the law.” Atlantic Marine, 134 U.S. at 62 n.6, 64 (quoting
Piper Aircraft Co. v. Reyno, 454 U.S. 235, 241 n.6 (1981)). Because these factors “will
rarely defeat a transfer motion, the practical result is that forum-selection clauses
“Factors relating to the parties’ private interests include ‘relative ease of access to sources of proof; availability of
compulsory process for attendance of unwilling, and the cost of obtaining attendance of willing, witnesses; possibility of
view of premises, if view would be appropriate to the action; and all other practical problems that make trial of a case
easy, expeditious and inexpensive.’” Atlantic Marine, 134 U.S. at 62 n.6, 64 (quoting Piper Aircraft Co. v. Reyno, 454
U.S. 235, 241, n.6 (1981) (internal quotation marks omitted)).
Case 1:21-cv-03724-CAP Document 105 Filed 09/08/21 Page 6 of 14
should control except in unusual cases.” Id. at 64. Deciding otherwise requires
“extraordinary circumstances.” Id.
Outside of the § 1404(a) factors, a party may also oppose a forum selection clause
by contesting its enforceability or scope. Collins, 874 F.3d at 180–181. A court
examining enforceability considers “whether compelling compliance with the clause is
unreasonable under the circumstances,” Collins, 874 F.3d at 181 (internal quotations
omitted) (citing Foster v. Chesapeake Ins. Co., 933 F.2d 1207, 1219 (3d Cir. 1991)), while
a court examining scope considers “whether the claims and parties involved in the suit
are subject to the clause.” In re McGraw-Hill, 909 F.3d at 58 (quoting Collins, 874 F.3d
at 180) (internal quotations omitted)).
Under the Erie doctrine, “federal courts sitting in diversity jurisdiction apply
state law to substantive issues and federal law to procedural issues.” Collins, 874 F.3d at
181. Enforcement of forum selection clauses is a procedural issue reviewed under
federal law. In re McGraw-Hill, 909 F.3d at 58 (citing In re: Howmedica Osteonics
Corp., 867 F.3d 390, 407 n.11 (3d Cir. 2017)). However, “[t]he question of the scope of a
forum selection clause is one of contract interpretation,” Id. (quoting John Wyeth &
Brother Ltd. v. CIGNA Int'l Corp., 119 F.3d 1070, 1073 (3d Cir. 1997)), and “[i]ssues of
contract interpretation are considered ‘quintessentially substantive,’ rather than
procedural.” Collins, 874 F.3d at 182 (quoting Martinez v. Bloomberg LP, 740 F.3d 211,
220 (2d Cir. 2014)). Thus, “[s]tate law . . . typically governs whether [a] clause . . .
applies to a non-signatory.” In re Mcgraw-Hill, 909 F.3d at 58 (citing Collins, 874 F.3d
Case 1:21-cv-03724-CAP Document 105 Filed 09/08/21 Page 7 of 14
A. The § 1404(a) Factors
Here, none of the § 1404(a) factors counsel retention. “[A]lthough a
consideration in a Section 1404(a) motion . . . the relative congestion of the respective
courts’ dockets [is] of minimal importance in the overall transfer inquiry.” Asphalt
Paving Systems, 2015 WL 167378, at *7. And given the Contract’s Georgia choice of law
provision, see infra-Part IV.C, New Jersey is not a forum that is “at home” with the law.
Indeed, satisfying this factor actually requires transfer to Georgia. Finally, to the extent
that New Jersey has a legitimate interest 4 in deciding this dispute because “all materials
were furnished, delivered, installed, and malfunctioned in Plaintiff’s New Jersey
location,” Dkt. 79 at 10, New Jersey’s interest is offset by Georgia’s countervailing
interest in having its citizens’ rights vindicated. 5 See, e.g., In re: Howmedica, 867 F.3d at
410 (recognizing that states have an interest in hearing cases that involve their citizens);
Bogollagama v. Equifax Information Services, LLC, No. 09-1201, 2009 WL 4257910, at
*5 (noting that in-state corporations can help establish a localized controversy).
Plaintiff asserts that the forum selection clause, due to its lack of exclusive
language, only constitutes a permissive consent to Georgia jurisdiction, rather than a
mandatory filing requirement. Dkt. 79 at 4, 7. Being procedural, the Court will analyze
this argument under federal law. Collins, 874 F.3d at 181.
The Court recognizes New Jersey’s interest in deciding this dispute; however, such recognition does not diminish
Georgia’s independent and competing interest in the same.
5 Cummings is a Georgia citizen, while Cummings Atlanta, ABS, Tromp Group USA, Tromp Group Americas, and
Bitzer US are/were Georgia-based businesses.
Case 1:21-cv-03724-CAP Document 105 Filed 09/08/21 Page 8 of 14
“A mandatory forum selection identifies a particular state or court as having
exclusive jurisdiction over disputes arising out of parties’ contract,” while “[a]
permissive forum selection clause . . . merely specifies the court empowered to hear
litigation and, in effect, allows parties to air any dispute in that court without requiring
them to do so.” Asphalt Paving Systems, 2015 WL 167378, at *5. According to Plaintiff,
the word “shall,” which is contained in the forum selection clause at issue, “does not
disavow or exclude other jurisdictions,” making suit proper in New Jersey. Dkt. 79 at 7–
8. The Court disagrees. See, e.g., Asphalt Paving Systems, 2015 WL 167378, at *5
(finding that “inclusion of the word ‘shall’ sufficiently evinces a forum selection clause’s
mandatory nature”); Samuels v. Medytox Solutions, Inc., No. 13–7212, 2014 WL
4441943, at *7 (D.N.J. Sept. 8, 2014) (noting that “use of the word ‘shall’ renders [a]
forum selection clause mandatory and not permissive”); Frazetta v. Underwood Books,
No. 08–0516, 2009 WL 959485, at *4 (M.D. Pa. Apr. 6, 2009) (stating that “use of the
word ‘shall’ generally indicates a mandatory intent unless a convincing argument to the
contrary is made”).
The disputed forum selection clause in this case provides that “[v]enue of any
disputes related to this Agreement shall be in Gwinnett County, Georgia.” Dkt. 39-2 at
10. “The Court finds that such language admits of no other result than that the courts of
[Gwinnett County, Georgia] constitute the exclusive forum for any litigation arising out
of the parties’ contractual relationship.” Asphalt Paving Systems, 2015 WL 167378, at *5.
The forum selection clause is thus mandatory.
Plaintiffs, however, also contest the forum selection clause on reasonability
grounds. Dkt. 79 at 4, 8. To succeed on this argument, resisting parties must establish:
“(1) that [the clause] is the result of fraud or overreaching, (2) that enforcement would
Case 1:21-cv-03724-CAP Document 105 Filed 09/08/21 Page 9 of 14
violate strong public policy of the forum, or (3) that enforcement would in the particular
circumstances of the case result in a jurisdiction so seriously inconvenient as to be
unreasonable.” Asphalt Paving Systems, 2015 WL 167378, at *4.
Here, Plaintiff does not allege that the forum selection clause was the result of
fraud or overreaching, instead basing its arguments on the second and third prongs. It
argues that the Court “should not transfer this action . . . because to do so would
contravene established public policy in favor of judicial economy and efficiency and
unreasonable inconvenience where the majority of the defendants are not signatories to
the [Contract] and may not be subject to personal jurisdiction in Georgia.” Dkt. 79 at 8.
Although based on the reasonability factors, this argument centers on whether the
“parties involved in the suit are subject to the clause” and therefore is a question of
scope. In re McGraw-Hill, 909 F.3d at 58 (quoting Collins, 874 F.3d at 180) (internal
quotations omitted)). The Court will thus analyze this argument as one of contract
interpretation and apply state law.
“Having established that state contract law, rather than federal common law,
governs the interpretation of the forum selection clause . . . we must now determine
which state’s contract law applies.” Collins, 874 F.3d at 183. Here, the Contract contains
a choice of law provision, requiring disputes to be “governed by the laws of the State of
Georgia.” Dkt. 39-2 at 10. However, “[i]n diversity cases such as this one, [courts] look
to the choice-of-law rules of the forum state—the state in which the District Court sits—
in order to decide which body of substantive law to apply to a contract provision, even
where the contract contains a choice-of-law clause.” Collins, 874 F.3d at 183 (emphasis
added) (citing Klaxon Co. v. Stentor Elec. Mfg. Co., 313 U.S. 487, 496 (1941)). “New
Case 1:21-cv-03724-CAP Document 105 Filed 09/08/21 Page 10 of 14
Jersey choice-of-law rules provide that . . . when parties to a contract have agreed to be
governed by the laws of a particular state, New Jersey courts will uphold the contractual
choice.’” 6 Id. at 183–84. (quoting Instructional Sys., Inc. v. Comput. Curriculum Corp.,
614 A.2d 124, 133 (N.J. 1992)). Georgia law thus controls.
The Georgia Supreme Court has not addressed the issue presently before the
Court: whether, and if so, when a forum selection clause can bind non-signatory
defendants. See, e.g., Zydus Worldwide DMCC v. Teva API Inc., 461 F.Supp.3d 119, 135
(D.N.J 2020) (stating that in states other than Alabama, West Virginia, and Wyoming
“it appears that the highest courts have not issued any decision[s] on point”). “With
respect to an issue of state law in a diversity case, when there is no decision from the
state’s highest court directly on point, we are charged with predicting how that court
would resolve the question at issue.” Colliers Lanard & Axilbund v. Lloyds of London,
458 F.3d 231, 236 (3d Cir. 2006) (citing Canal Ins. Co. v. Underwriters at Lloyd's
London, 435 F.3d 431, 436 (3d Cir.2006)). In making this prediction, the Court must
take into consideration:
(1) what that court has said in related areas; (2) the decisional law of the state
intermediate courts; (3) federal cases interpreting state law; and (4) decisions
from other jurisdictions that have discussed the issue. Although lower state
court decisions are not controlling on an issue on which the highest court of
the state has not spoken, federal courts must attribute significant weight to
these decisions in the absence of any indication that the highest state court
would rule otherwise.
Id. (citations and quotations omitted).
There are two exceptions to this rule, providing that a choice-of-law provision will not control if: “(a) the chosen state
has no substantial relationship to the parties or the transaction and there is no other reasonable basis for the parties’
choice, or (b) application of the law of the chosen state would be contrary to a fundamental policy of a state which has a
materially greater interest than the chosen state in the determination of the particular issue and which . . . would be the
state of the applicable law in the absence of an effective choice of law by the parties.” Collins, 874 F.3d at 184 (quoting
Instructional Sys., Inc. v. Comput. Curriculum Corp., 614 A.2d 124, 133 (N.J. 1992)). Neither exception applies here, as
Georgia has a substantial relationship to the parties and therefore a strong interest in the determination of this issue. See
supra, Part IV.A.
Case 1:21-cv-03724-CAP Document 105 Filed 09/08/21 Page 11 of 14
Here, the Georgia Supreme Court has not considered a case involving both forum
selection clauses and non-signatory defendants. Its case law on forum selection clauses
in general, and even arbitration clauses, is also limited. It is therefore difficult to gain
any insight from what the Georgia Supreme Court “has said in related areas.” Id. The
Court will thus turn to Georgia’s intermediate appellate case law.
In Brinson v. Martin, 469 S.E.2d 537, 540 (Ga. Ct. App. 1996), the Court of
Appeals of Georgia held that four non-signatory defendants were “permitted to rely on
[a] forum selection clause” because it was clear that the claims against them “arose
either directly or indirectly from [the plaintiff’s] contract with [the signatory
defendant].” 7 Similarly, in Autonation Financial Services Corp. v. Arain, 592 S.E.2d 96,
102 (Ga. Ct. App. 2003), the Court of Appeals of Georgia analyzed whether a signatory
could be equitably estopped from asserting that a non-signatory was not allowed to
enforce an arbitration clause. 8 Relying on Eleventh Circuit precedent, the court noted
that “two independent bases exist for the application of [equitable estoppel]: (1) when
the claims relate to the contract or (2) when the claims against the signatory and the
nonsignatory arise out of interdependent and concerted misconduct by those parties.”
Id. at 99. According to the court, the first basis is satisfied when a plaintiff’s claims
against the signatory and non-signatory defendants “make reference to and presume
the existence of” the controlling agreement, while the second basis is satisfied when
The court also recognized that if the non-signatory defendants were not entitled to rely on the forum selection clause,
then “separate actions would likely be brought,” one against the signatory defendant in the pre-selected forum and
another against the non-signatory defendants in the plaintiff’s chosen forum. Id. According to the court, such a result
would risk “varying decisions, inconsistent with the administration of justice.” Id.
8 Although not identical, interpreting arbitration clauses can provide guidance on the proper way to interpret forum
selection clauses. In fact, Autonation, an arbitration case, relies on Brinson, a forum selection case, throughout its
analysis. Autonation, 592 S.E.2d at 99, 101; see also Liles v. Ginn-La West End, Ltd., 631 F.3d 1242, 1256 (noting that
arbitration clauses and forum selection clauses are “similar”).
Case 1:21-cv-03724-CAP Document 105 Filed 09/08/21 Page 12 of 14
those same claims “are based on the same facts and . . . inherently inseparable.” 9 Id. at
Here, Georgia’s intermediate appellate case law favors enforcement against the
Non-Signatory Defendants. First, Plaintiff’s claims against the Non-Signatory
Defendants “arose either directly or indirectly” from the Contract. Brinson, 469 S.E.2d
at 540. The “Breach of Express Warranty” claim against Lillnord is based entirely on
“affirmations” and “guarantees” that were made in the Contract. Dkt. 39 ¶ 93–95, 97;
Dkt. 39–3 at 2, 4–5. Similarly, the “Breach of Warranty of Fitness for a Particular
Purpose” claim against Lillnord, Bitzer, and Bitzer US is dependent on “specifications”
contained in the Contract. Id. at ¶ 106. And finally, the “Successor Liability” claim
against AMF Bakery is based on “Tromp Group Americas [taking] over service and
support of [Tromp Group USA’s] contract with Plaintiff.” Id. at ¶ 119. For these same
reasons, equitable estoppel also supports enforcement of the forum selection clause
against the Non-Signatory Defendants, as Plaintiff’s claims all “make reference to and
presume the existence of” the controlling agreement. Autonation, 592 S.E.2d at 100,
The Court finds that the best and most authoritative indicator of Georgia law is
contained in the intermediate appellate case law. Federal case law interpreting this issue
is concededly thin and to the extent that it is available, it largely mirrors the state cases
already discussed. See, e.g., Lawson v. Life of the South Ins. Co., 648 F.3d 1166, 1172
(11th Cir. 2011) (stating that “Georgia law . . . recognizes [that] equitable estoppel allows
a nonsignatory to an arbitration agreement to compel or to be compelled by a signatory
Despite being analyzed by Georgia courts in the context of arbitration clauses, equitable estoppel can readily apply to
forum selection clauses as well. See, e.g., Bailey v. ERG Enterprises, LP, 705 F.3d 1311, 1322 (11th Cir. 2013) (stating
that courts can “appl[y] equitable estoppel to allow . . . nonsignatories to invoke . . . forum-selection clauses”).
Case 1:21-cv-03724-CAP Document 105 Filed 09/08/21 Page 13 of 14
to arbitrate under certain circumstances in which fairness requires doing so”). The
Court, in this case, will also not analyze decisions from other jurisdictions, as in most
states, “it appears that the highest courts have not issued any decision[s] on point,” and
the limited holdings that are available “point both ways.” Zydus Worldwide DMCC v.
Teva API Inc., 461 F.Supp.3d 119, 135 (D.N.J 2020).
Georgia’s intermediate appellate case law will therefore guide the Court, which
holds that forum selection clauses can cover non-signatories in certain circumstances—
circumstances that have been met here. As a result, Plaintiff’s reasonability arguments
fail. Transfer will not upset “judicial economy and efficiency” because all claims will be
decided in Georgia. Dkt. 79 at 8. It will also not result in “unreasonable inconvenience”
due to “the majority of the defendants . . . not be[ing] subject to personal jurisdiction in
Georgia,” as forum selection clauses “generate the necessary [jurisdictional]
connection between the forum State and the parties to the contract.” Randstad General
Partner (US), LLC v. Beacon Hill Staffing Group LLC, No. 1:19-CV-1655-ODE, 2020 WL
10460623, at *8 (N.D. Ga. June, 19 2020). This rule applies to non-signatories bound by
forum selection clauses as well. Id. at *8–10; see also Synthes, Inc. v. Emerge Medical,
Inc., 887 F.Supp.2d 598, 616 (E.D. Pa. 2012) (“[T]he Court deems the forum selection
clauses applicable to [the non-signatory defendant], making him subject to this Court’s
For the reasons set forth above, the motion to transfer is GRANTED. This matter
is therefore TRANSFERRED to the United States District Court for the Northern
District of Georgia, Atlanta Vicinage.
Case 1:21-cv-03724-CAP Document 105 Filed 09/08/21 Page 14 of 14
The Court will not address the Motion to Dismiss. An appropriate Order shall
Dated: September 8, 2021
/s/ Joseph H. Rodriguez
Hon. Joseph H. Rodriguez,
UNITED STATES DISTRICT JUDGE
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?