Trident Steel Corporation v. Calyx Energy, LLC

Filing 29

MEMORANDUM AND ORDER IT IS HEREBY ORDERED that Defendant Calyx Energy, LLCs Motion to Dismiss for Lack of Personal Jurisdiction or Alternatively to Transfer Venue to the Western District of Oklahoma (ECF No. 6) is GRANTED in part, and Cause No. 4:14C V1056 JCH is TRANSFERRED to the United States District Court for the Western District of Oklahoma for further proceedings.IT IS FURTHER ORDERED that Tridents Motion to Remand (ECF No. 8) is DENIED. IT IS FURTHER ORDERED that Calyx Energy, LLCs Motion to Stay Scheduling Conference or, in the Alternative, to Hold Hearing on Calyxs Motion to Transfer (ECF No. 28) is DENIED as moot. 28 8 6 8 Signed by District Judge Jean C. Hamilton on 7/17/14. (CLA)

UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF MISSOURI
EASTERN DIVISION
TRIDENT STEEL CORPORATION,
Plaintiff,
v.
CALYX ENERGY, LLC,
Defendant.

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No. 4:14CV1056 JCH

MEMORANDUM AND ORDER
This matter is before the Court on Defendant Calyx Energy, LLC’s Motion to Dismiss for
Lack of Personal Jurisdiction or Alternatively to Transfer Venue to the Western District of
Oklahoma (“Motion to Transfer”), filed June 16, 2014. (ECF No. 6). The motion is fully briefed
and ready for disposition.
BACKGROUND
Plaintiff Trident Steel Corporation (“Trident”) is a corporation in good standing existing
under the laws of the State of Missouri, with its principal place of business in St. Louis County,
Missouri. (Petition (“Complaint” or “Compl.”), ¶ 1). Trident distributes steel pipe to oil and
natural gas companies throughout the United States. (Id., ¶ 2). Defendant Calyx Energy, LLC
(“Calyx”) is an independent oil and gas exploration company, with its principal place of business
in Tulsa, Oklahoma. (Memorandum in Support of Calyx’s Motion to Transfer, P. 2).
On or about October 28, 2011, Calyx and Trident entered into a Master Service
Agreement, which provided terms for future services to be performed and/or materials to be
supplied by Trident for the benefit of Calyx. (Calyx’s Motion to Transfer, attached Exh. 1). The
Master Service Agreement provided in relevant part as follows:

19.
Applicable Law:
The substantive laws of the State of Oklahoma shall apply,
excluding its conflicts-of-law rules which might apply the laws or refer the matter to a
different jurisdiction, shall govern the validity, construction, and enforcement of this
Agreement and the rights and obligations of the parties hereunder. The venue of any
litigation between the parties shall be in Oklahoma….
25.
Conflicts:
In the event of a conflict between the terms and conditions of this
Agreement and any subsequent documents, including without limitation, Work Requests,
field work orders, work tickets, purchase orders, confirmations, invoices, statements,
published rate or price schedules, or any other documents used by either party in the
normal course of business, whether oral or written, the terms and conditions of this
Agreement shall prevail unless express reference is made therein to amending specific
provisions of this Agreement and the same is signed by duly authorized representatives of
both parties.
(Id., PP. 11, 12).
The parties engaged in a number of transactions both before and after the signing of the
Master Service Agreement. (Trident’s Motion to Remand, ¶ 2).1 According to Trident, in a
typical transaction Calyx would negotiate the type and amount of steel pipe it wanted to purchase
with a Trident salesperson, Calyx and Trident would agree upon the price to be paid, and Trident
would then arrange to ship the steel pipe, and send Calyx an invoice incorporating the terms of
the parties’ agreement. (Compl., ¶¶ 9-11). The front of each invoice sent by Trident to Calyx
contained the following language in capital, boldface type:

“**NOTE:

TERMS AND

CONDITIONS OF SALE ARE LISTED ON REVERSE SIDE OF THIS INVOICE.** (Id.,
¶ 11; see also, e.g., Sample Invoice, ECF No. 20-3, attached to Calyx’s Reply in Support of its
Motion to Transfer). In turn, the reverse side of a typical invoice stated in relevant part as
follows:
4.
….The parties agree that the laws of the State of Missouri and the Uniform
Commercial Code, as adopted by the State of Missouri, shall govern the construction,
operation, performance and enforcement of this agreement, and Buyer [Calyx] hereby
consents to the jurisdiction of the courts of the Circuit Court of St. Louis County,
1

Trident filed its Motion to Remand on June 23, 2014. (ECF No. 8). The Court will address the
arguments made in Trident’s motion in this course of this opinion.
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Missouri should any dispute arise between the parties concerning this agreement.
(ECF No. 20-3, P. 2).
On March 26, 2014, Trident filed suit against Calyx in the Circuit Court of St. Louis
County, Missouri, alleging Breach of Contract with respect to thirteen separate agreements
entered into by the parties between August 22, 2013, and November 1, 2013. (See Defendant’s
Notice of Removal, ¶ 1; Compl., ¶¶ 14-20; Brief in Support of Plaintiff’s Motion to Remand, P.
3 n. 3). Calyx removed the suit to this Court on June 6, 2014, on the basis of diversity
jurisdiction. (ECF No. 1). As stated above, Calyx filed the instant Motion to Transfer on June
16, 2014, claiming the controlling exclusive venue provision in the Master Service Agreement
mandates that this suit be transferred to the United States District Court for the Western District
of Oklahoma. (ECF No. 6).
DISCUSSION
As noted above, Calyx has moved to dismiss this case for lack of personal jurisdiction, or
alternatively, to transfer the case to the United States District Court for the Western District of
Oklahoma. “The court may transfer a case pursuant to 28 U.S.C. § 1404(a) 2 even without
personal jurisdiction over a defendant.3” Blume v. International Servs., Inc., 2012 WL 1957419,
at *3 (E.D. Mo. May 31, 2012) (citations omitted). Thus, this Court will first consider Calyx’s
Motion to Transfer the action to the United States District Court for the Western District of
Oklahoma. Id.
2

“‘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.’” Blume, 2012 WL 1957419, at *3 n.
3 (quoting 28 U.S.C. § 1404(a)).
3
“Defendants do not challenge the court’s subject matter jurisdiction over the action, the lack of
which would have precluded transfer.” Blume, 2012 WL 1957419, at *3 n. 4 (citing Integrated
Health Servs. v. THCI Co., 417 F.3d 953, 957 (8th Cir. 2005) (“[A] court without subject matter
jurisdiction cannot transfer a case to another court under 28 U.S.C. § 1404(a).”)).
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In a typical case not involving a forum-selection clause, a district court considering a §
1404(a) motion must evaluate both the convenience of the parties and various public-interest
considerations. Atlantic Marine Const. Co., Inc. v. U.S. Dist. Court for Western Dist. Of Texas,
134 S.Ct. 568, 581 (2013). “Ordinarily, the district court would weigh the relevant factors and
decide whether, on balance, a transfer would serve ‘the convenience of parties and witnesses’
and otherwise promote ‘the interest of justice.’” Id. (quoting 28 U.S.C. § 1404(a)). The calculus
changes, however, when the parties’ agreement contains a valid forum-selection clause. Id.
The enforcement of valid forum-selection clauses, bargained for by the parties, protects
their legitimate expectations and furthers vital interests of the justice system. For that
reason, and because the overarching consideration under § 1404(a) is whether a transfer
would promote the interest of justice, a valid forum-selection clause [should be] given
controlling weight in all but the most exceptional cases.
Id. (internal quotation marks and citations omitted).4 See also Delta Mike of Kansas, Inc. v.
Sylvan Learning, Inc., 2006 WL 897145, at *1 (E.D. Mo. Apr. 4, 2006) (internal quotation marks
and citation omitted) (“Since it may be assumed that parties consider the inconvenience of the
forum at the time they enter a contract, it is incumbent on the party seeking to escape his contract
to show that [proceeding] in the contractual forum will be so gravely difficult and inconvenient
that he will for all practical purposes be deprived of his day in court.”).
Upon consideration, the Court finds that Trident has not demonstrated exceptional
circumstances, sufficient to defeat the forum-selection provision in the Master Service
Agreement. Trident’s sole argument in favor of overriding the provision suggests the contrary
forum-selection clause in the invoices at issue, calling for jurisdiction in the courts of the Circuit
4

The Supreme Court continued to hold that the presence of a valid forum-selection clause
requires district courts to adjust their § 1404(a) analysis in three ways: first, by affording no
weight at all to the plaintiff’s choice of forum; second, by not considering arguments regarding
the parties’ private interests; and third, by rejecting the notion that the law of the court in which
the plaintiff inappropriately filed suit should follow the case to the forum contractually selected
by the parties. Atlantic Marine Const. Co., 134 S.Ct. at 581-583.
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Court of St. Louis County, supersedes the forum-selection clause in the Master Service
Agreement. As noted above, however, under the express terms of the Master Service Agreement
conflicting provisions contained in subsequent documents, including invoices, may only
supersede the terms of the Master Service Agreement if “express reference is made therein to
amending specific provisions of this Agreement and the same is signed by duly authorized
representatives of both parties.” (Master Service Agreement, ¶ 25). Neither of those conditions
were met in the instant case, and thus the forum-selection clause of the Master Service
Agreement applies, mandating a transfer to the Western District of Oklahoma.5
CONCLUSION
Accordingly,
IT IS HEREBY ORDERED that Defendant Calyx Energy, LLC’s Motion to Dismiss
for Lack of Personal Jurisdiction or Alternatively to Transfer Venue to the Western District of
Oklahoma (ECF No. 6) is GRANTED in part, and Cause No. 4:14CV1056 JCH is
TRANSFERRED to the United States District Court for the Western District of Oklahoma for
further proceedings.
IT IS FURTHER ORDERED that Trident’s Motion to Remand (ECF No. 8) is
DENIED.

5

In its reply memorandum in support of its Motion to Remand, Trident asserts that under
Missouri law, “‘[a]n express provision in a written contract that no rescission or variation shall
be valid unless it too is in writing is ineffective to invalidate a subsequent oral agreement to the
contrary.’” (Plaintiff’s Reply to Calyx Energy, LLC’s Response to Trident Steel Corporation’s
Motion to Remand, P. 3 (quoting Jennings v. SSM Health Care St. Louis, 355 S.W.3d 526, 535
(Mo. App. 2011) (internal citations omitted)). Even assuming this to be the case, it does not help
Trident here, as the Court finds no evidence that the parties entered into a subsequent agreement,
oral or otherwise, intended to invalidate the forum-selection and conflicts clauses in the Master
Service Agreement.
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IT IS FURTHER ORDERED that Calyx Energy, LLC’s Motion to Stay Scheduling
Conference or, in the Alternative, to Hold Hearing on Calyx’s Motion to Transfer (ECF No. 28)
is DENIED as moot.

Dated this 17th Day of July, 2014.

/s/ Jean C. Hamilton
UNITED STATES DISTRICT JUDGE

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