Lawson Environmental Services, LLC v Enviroworks, LLC
ORDER AND REASONS granting 14 Motion to Dismiss for Lack of Jurisdiction, for reasons set forth in document. Signed by Judge Jane Triche Milazzo. (ecm)
UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF LOUISIANA
ORDER AND REASONS
Before the Court is Defendant Enviroworks, LLC’s Motion to Dismiss for
Lack of Jurisdiction under Federal Rules of Civil Procedure 12(b)(2) (Doc. 14).
For the following reasons, the Motion is GRANTED.
Plaintiff Lawson Environmental Services, LLC was awarded a contract
by the U.S. Environmental Protection Agency (“EPA”) for the remediation of
In order to complete the remediation, Plaintiff sought the
assistance of Defendant Enviroworks, LLC (“Enviroworks”).
entered into an agreement in which Enviroworks agreed to provide twenty
percent of the labor (the “Teaming Agreement”).
Plaintiff alleges that
Defendant did not complete its obligations under the Teaming Agreement and
allegedly “‘walked’ off the ‘jobsite’” and failed to pay its employees or its share
of the operating costs.
On December 1, 2015, Plaintiff brought suit against Enviroworks in this
Court, asserting claims for breach of contract and bad faith. Defendant has
filed the instant Motion to Dismiss for Lack of Personal Jurisdiction citing
three different grounds for dismissal: (1) the forum selection clause contained
in the Teaming Agreement required a different venue; (2) the work performed
under the contract occurred entirely in Omaha, Nebraska; and (3) Enviroworks
does not have minimum contacts with the state of Louisiana to support an
exercise of “general” or “specific” jurisdiction. This Court will address each
argument in turn.
To survive a Rule 12(b)(2) motion to dismiss, a plaintiff must prove that
the Court has personal jurisdiction over a non-resident defendant. 1 If the
district court does not hold an evidentiary hearing on the motion to dismiss for
lack of personal jurisdiction, “the plaintiff bears the burden of establishing a
district court’s jurisdiction over a non-resident, but it need only make a prima
facie case.” 2 The Court’s review is limited to the complaint and any documents
attached to the Motion to Dismiss that are central to the claim and referenced
by the complaint. 3
LAW & ANALYSIS
While Defendant has presented three arguments in support of its Motion
to Dismiss for Lack of Personal Jurisdiction, Plaintiff’s opposition has only
Wilson v. Belin, 20 F.3d 644, 648 (5th Cir. 1994).
Johnston v. Multidata Systems Intern. Corp., 523 F.3d 602, 609 (5th Cir. 2008).
3 Collins v. Morgan Stanley Dean Witter, 224 F.3d 496, 498 (5th Cir. 2000).
responded to one. In its opposition, Plaintiff only addresses Defendant’s claim
that it has failed to established “minimum contacts” sufficient to support a
finding of personal jurisdiction in this district. Because this Court ultimately
concludes that the forum selection clause establishes an exclusive jurisdiction,
it need not address the Defendant’s other arguments.
Forum Selection Clause
Defendant argues that Plaintiff’s claim should be dismissed because the
Teaming Agreement contains an exclusive forum selection clause. The forum
selection clause in the Teaming Agreement case reads, in pertinent part, that
“[t]he parties irrevocably submit to the exclusive jurisdiction of the appropriate
State or Federal Court located in Douglas County, Nebraska in any action, suit
or proceeding brought against or relating to or in connection with the
agreement or any transaction contemplated hereby.” 4
“Under federal law, forum-selection clauses are presumed enforceable,
and the party resisting enforcement bears a heavy burden of proof.” 5 “A
mandatory FSC [forum selection clause] affirmatively requires that litigation
arising from the contract be carried out in a given forum. By contrast, a
permissive FSC is only a contractual waiver of personal-jurisdiction and venue
objections if litigation is commenced in the specified forum. Only mandatory
clauses justify transfer or dismissal.” 6 In order to be mandatory, a forum
selection clause must contain clear language specifying that litigation must
occur in the specified forum. 7 “For a forum selection clause to be exclusive, it
must go beyond establishing that a particular forum will have jurisdiction and
E.g., Ginter ex rel. Ballard v. Belcher, Prendergast & Laporte, 536 F.3d 439, 441 (5th Cir.
2008) (internal quotations omitted).
6 Weber v. PACT XPP Techs., AG, 811 F.3d 758, 768 (5th Cir. 2016).
must clearly demonstrate the parties’ intent to make that jurisdiction
In Argyll Equities LLC v. Paolino, the Fifth Circuit upheld the
enforcement of a forum selection clause that stated:
Borrower hereby consents to the exclusive jurisdiction of the courts
sitting in Kendall County, Texas, United States of America . . . for
the purpose of any suit, action or other proceeding by any party to
this Agreement, arising out of or related in any way to this
Agreement. Borrower hereby irrevocably and unconditionally
waives any defense of an inconvenient forum to the maintenance
of any action or proceeding in any such court, any objection to
venue with respect to any such action or proceeding and any right
of jurisdiction on account of the place of residence or domicile of
any party thereto. 9
The Fifth Circuit agreed with the district court that “the parties’ use of the
phrase ‘exclusive jurisdiction’ and . . . ‘irrevocabl[e] and unconditional[ ]
waive[r]’ of any venue objections went beyond merely permitting venue in
‘courts sitting in Kendall County,’ instead making such venue mandatory.” 10
The phrases used in Argyll are identical to those used in the forum
selection clause at issue here. The forum selection clause in the Teaming
Agreement uses “mandatory and obligatory language” such as “exclusive” and
“irrevocable.” Accordingly, this clause establishes exclusive jurisdiction in the
courts of Douglas County, Nebraska.
Plaintiff’s opposition to Defendant’s
Motion to Dismiss does not raise any arguments disputing such a finding and
makes no attempt to meet its “heavy burden of proof” to resist the clause’s
enforcement. Accordingly, this Court finds that the forum selection clause in
the Teaming Agreement is mandatory and enforceable and makes jurisdiction
“Because we find the forum-selection clause to be
City of New Orleans v. Mun. Admin. Servs., Inc., 376 F.3d 501, 504 (5th Cir. 2004).
Argyll Equities LLC v. Paolino, 211 F. App’x 317, 318 (5th Cir. 2006).
dispositive . . ., we need not consider [Defendant’s] constitutional argument as
to personal jurisdiction.” 11
For the foregoing reasons, the Motion to Dismiss under Federal Rule of
Civil Procedure 12(b)(2) is GRANTED, and this case is DISMISSED
New Orleans, this 26th day of August, 2016.
JANE TRICHE MILAZZO
UNITED STATES DISTRICT JUDGE
Carnival Cruise Lines, Inc. v. Shute, 499 U.S. 585, 589 (1991).
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