Varnadore v. Nationwide Mutual Insurance Company

Filing 19

OPINION AND ORDER TRANSFERRING ACTION to the Southern District of Ohio. Signed by Honorable Cameron McGowan Currie on 8/22/2013. (cbru, ) [Transferred from South Carolina on 8/23/2013.]

IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF SOUTH CAROLINA
COLUMBIA DIVISION
David Varnadore,

)
)
Plaintiff,
)
)
v.
)
)
Nationwide Mutual Insurance Company,
)
)
Defendant.
)
___________________________________ )

Civil Action No. 3:13-cv-01777-CMC
OPINION AND ORDER
TRANSFERRING ACTION

Through this action, Plaintiff, David Varnadore (“Varnadore”), seeks recovery from
Defendant, Nationwide Mutual Insurance Company (“Nationwide”), for alleged breach of a
Replacement Agency Executive Performance Agreement (“RAE Agreement”) and related fraudulent
acts. Most critically, Varnadore alleges that Nationwide failed to pay him the amounts due under
Section 18 of the RAE Agreement, which is entitled “Early Termination Payment.” Varnadore
further alleges that Nationwide achieved this result by fraudulently inducing him into signing an
amendment to the RAE Agreement (“Amendment Agreement”).
This matter was originally filed in the Court of Common Pleas for Richland County, South
Carolina. After removing the matter to this court, Nationwide moved to dismiss for improper venue
pursuant to Rule 12(b)(3) of the Federal Rules of Civil Procedure and 28 U.S.C. § 1406(a).
Nationwide’s motion is founded on a forum-selection clause in the RAE Agreement which provides
that “any action or proceeding arising from a dispute concerning the RAE Program shall be brought
in Franklin County, Ohio.” RAE Agreement § 22. In the alternative, Nationwide seeks to transfer
venue to the United States District Court for the Southern District of Ohio pursuant to 28 U.S.C. §
1404(a). Varnadore opposes both dismissal and transfer.

For the reasons set forth below, the court concludes that Varnadore’s claims necessarily
concern the RAE Program and are, therefore, subject to the RAE Agreement’s forum-selection
clause. The court further concludes that there is no impediment to enforcement of this forumselection clause. The court, nonetheless, finds that transfer rather than dismissal is the better remedy
and transfers the matter under 28 U.S.C. § 1404(a).
BACKGROUND
Complaint. The complaint alleges that Varnadore entered the RAE Agreement with
Nationwide “[e]ffective April 1, 2010.” Complaint ¶ 3; Complaint Ex. A (RAE Agreement) This
agreement allowed Varnadore both to become an agent for Nationwide and to replace an existing
agent, which entitled him to service accounts sold by the agent he replaced. Id. ¶¶ 4,5. It also
provided for an “Early Termination Payment” to Varnadore if either party terminated the agreement
after a specified period of time (six months and ten days from the “Production Effective Date”). Id.
¶ 6.1

Varnadore alleges he provided Nationwide notice of his intended resignation in October or

November of 2011, effective December 31, 2011. Id.¶ 7.2 Nationwide responded by encouraging
Varnadore to defer his resignation until January 31, 2012. Id. ¶ 8. Varnadore complied with this
request, making his resignation effective January 31, 2012. Id. ¶ 9.

1

The Early Termination Payment is subject to various offsets including for amounts
Varnadore might owe Nationwide under a separate provision that assigns a “Value” to the right to
service accounts sold by the agent Varnadore replaced. RAE Agreement § 18. Pursuant to this
provision, Varnadore was obligated to pay Nationwide the Value of the assigned accounts six
months and ten days after the Production Effective Date, although he had the option to pay it in full
or over time through deductions from commissions after a minimum payment of 20% of the Value.
2

December 31, 2011, was a sufficient time after the Production Effective Date to entitle
Varnadore to the Early Termination Payment.
2

Based on his resignation date and calculation of anticipated offsets, Varnadore alleges that
he was entitled to an Early Termination Payment of $97,000. Id. ¶¶ 9-11. Nationwide did not,
however, pay him this amount. It instead sent a letter on or about February 6, 2012, which
Varnadore characterizes as a post-termination, unilateral modification of the RAE Agreement. Id.
¶¶ 12, 13; Complaint Ex. B (“February 2012 Letter”). This letter summarizes and attaches an
“Amendment to the Replacement Agency Executive Performance Agreement” (“Amendment
Agreement”), which is characterized primarily as a clarification of the “Early Cancellation
Provision” of the RAE Agreement.3 Complaint ¶ 15; Complaint Ex. C.
Varnadore alleges that the collective effect of the February 2012 Letter and Amendment
Agreement was to recast the Early Termination Payment as a “Refund Payment” and reduce the
amount paid from $97,000 to $21,925.67. Complaint ¶ 17. Although he concedes that he signed
the Amendment Agreement and accepted the reduced payment, Varnadore asserts that he was forced
to do so because he was, by this point, in a financial bind due, at least in part, to Nationwide’s
actions. Complaint ¶¶ 19-23 (alleging he “was forced, without additional consideration, to sign the
Amendment Agreement” and to accept the lower payment, causing him losses in excess of
$75,000).4
Based on these allegations, Varnadore alleges the following five causes of action: (1) breach
of the RAE Agreement (most critically failing to pay the amount Varnadore calculated was due

3

The letter mislabels the provision as an “Early Cancellation Provision.” The number and
subject matter are, however, the same as the Early Termination Provision in the RAE Agreement.
4

For purposes of the present motion, the court accepts these allegations as true. Specifically,
the court assumes without deciding that: (1) the February 2012 Letter was misleading as to the effect
of the Amendment Agreement; (2) the Amendment Agreement resulted in a reduction of the
payment otherwise due Varnadore; and (3) the Amendment Agreement was either unsupported by
consideration, obtained by misrepresentation, or both.
3

under the Early Termination Payment provision) (Complaint ¶¶ 25-27); (2) breach of the RAE
Agreement accompanied by a fraudulent act (the fraudulent act being Nationwide’s actions relating
to amendment of the RAE Agreement) (id. ¶¶ 28-34); (3) fraud relating to the reasons given for and
anticipated benefits from the Amendment Agreement (id. ¶¶ 35-39); (4) fraudulent inducement
causing Varnadore to sign the Amendment Agreement (id. ¶¶ 40-46); and (5) violation of the South
Carolina Unfair Trade Practices Act for Nationwide’s acts “both in terminating [Varnadore’s RAE]
Agreement because of the alleged need to clarify terms and comply with taxation laws . . . and
practices in the course and conduct of Defendant’s business and trade” (id. ¶¶ 47-52).5 As to the
unfair trade practices claim, Varnadore alleges he has “sustained an actual loss, in that he has lost
substantial income because of the wrongful breach of his [RAE] Agreement, misleading statements
regarding the need for the Amendment Agreement and for Nationwide’s denial of compensation to
Plaintiff when Defendant knew Plaintiff had made plans for the Early Termination Payment.” Id.
¶ 51.
RAE Agreement. The RAE Agreement, on which Varnadore relies in most if not all of his
claims, includes the following provision:
Governing Law
It is hereby agreed by the parties that this Agreement shall be governed by the laws
of the State of Ohio, regardless of any conflicts of law provision requiring reference
to the rules of, decision in, and/or laws of another state or sovereign nation and that
any action or proceeding arising from a dispute concerning the RAE Program shall
be brought in Franklin County, Ohio.
RAE Agreement § 22 (emphasis added).

5

At various points in his complaint, Varnadore refers to Nationwide’s “termination” of the
RAE Agreement. Given the context of these allegations, and the fact that it was Varnadore who
resigned his agency relationship, these references appear to refer to Nationwide’s alleged unilateral
amendment of the RAE Agreement, not to any termination of the agreement.
4

Amendment Agreement. The Amendment Agreement modified Sections 12, 16, 18, 21,
25 and 27 of the RAE Agreement. It did not modify Section 22, the Governing Law provision,
which contains the forum-selection clause. The Amendment Agreement also contains the following
language (references to “Agreement” refer to the RAE Agreement):
By signing the Amendment, Agent hereby reaffirms his/her promises, covenants, and
obligations as set forth in the Agreement and waives all claims that he/she has or may
have against Nationwide and Nationwide Bank as of the date of his/her execution of
this Amendment. In all other respects, the Agreement remains unchanged and
remains in full force and effect according to its terms and conditions.
Complaint Ex. C at 3.
STANDARD
“[W]hen parties to a contract confer jurisdiction and venue on a particular court, as a general
matter federal common law directs courts to favor enforcement of the agreement, so long as it is not
unreasonable.” See Albemarle Corp., v. AstraZeneca UK Ltd., 628 F.3d 643, 649 (4th Cir. 2010)
(citing The Bremen v. Zapata Off-Shore Co., 407 U.S. 1 (1972)). In Albemarle, the Fourth Circuit
concluded that enforcement of forum-selection clauses should be resolved as a procedural matter.
See 628 F.3d at 650. As the court explained, The Bremen and cases applying that decision
apply federal common law favoring the enforcement of forum selection clauses when
interpreting contracts that contain forum selection clauses, because forum selection
clauses implicate the appropriate venue of a court. The appropriate venue of an
action is a procedural matter that is governed by federal rule and statutes. . . . Thus,
when a court is analyzing a forum selection clause, which changes the default venue
rules applicable to the agreement, that court will apply federal law and in doing so,
give effect to the parties’ agreement.
***
Following the majority rule, we thus conclude that a federal court interpreting
a forum selection clause must apply federal law in doing so. As an agreement
purporting to modify or waive the venue of a federal court, a forum selection clause
implicates what is recognized as a procedural matter governed by federal law—the
proper venue of the court. Using this reasoning, the Supreme Court applied federal
law in enforcing a forum selection clause in a federal suit where a motion to transfer
venue under 28 U.S.C. § 1404 had been filed. . . .
5

When construing forum selection clauses, federal courts have found
dispositive the particular language of the clause and whether it authorizes another
forum as an alternative to the forum of the litigation or whether it makes the
designated forum exclusive.
Id. at 650.
While recognizing that forum-selection clauses enjoy a presumption of enforceability, the
Albemarle court acknowledged that,
[u]nder The Bremen, a forum selection clause may be found unreasonable if:
(1) [its] formation was induced by fraud or overreaching; (2) the
complaining party “will for all practical purpose be deprived of his
day in court” because of the grave inconvenience or unfairness of the
selected forum; (3) the fundamental unfairness of the chosen law may
deprive the plaintiff of a remedy; or (4) their enforcement would
contravene a strong public policy of the forum state.
Albemarle, 628 F.3d at 651 (bracketed “[its]” in original) (quoting Allen v. Lloyd’s of London, 94
F.3d 923, 928 (4th Cir. 1996) (summarizing The Bremen factors)).6
The Fourth Circuit’s use of a bracketed “its” in summarizing the first factor refers back to
the term “forum selection clause.” This suggests that any consideration of fraud or overreaching in
“formation” should focus on the forum-selection clause itself, not on the contract as a whole. This
interpretation is consistent with Scherk v. Alberto-Culver Co., 417 U.S. 506 (1974), in which the
Court held as follows:
In The Bremen we noted that forum-selection clauses “should be given full effect”
when “a freely negotiated private international agreement (is) unaffected by fraud .
. . .” This qualification does not mean that any time a dispute arising out of a
transaction is based upon an allegation of fraud, as in this case, the clause is
unenforceable. Rather, it means that an arbitration or forum-selection clause in a

6

In Allen, the Fourth Circuit uses “their” rather than the singular “its” to refer to “choice of
forum and law provisions[.]” This usage is left intact in Albemarle’s quotation of the fourth factor
in Allen as reflected above.
6

contract is not enforceable if the inclusion of that clause in the contract was the
product of fraud or coercion.
Scherk, 417 U.S. at 519 n.14 (emphasis added).
DISCUSSION
Through its present motion, Nationwide seeks to dismiss this action or, in the alternative,
transfer it to a court within the jurisdiction specified in the forum-selection clause. The critical
questions are, therefore: (1) whether the claims fall within the scope of the forum-selection clause;
(2) whether there is any impediment to enforcement of the forum-selection clause; and (3) whether
dismissal or transfer is the proper remedy.
I.

Varnadore’s Claims Fall within Scope of Forum-Selection Clause
Although founded on various theories, Varnadore’s claims all rely on a single core allegation:

that he was improperly and unreasonably denied payments due him under the RAE Agreement,
including through alleged unilateral amendment of that agreement. Thus, his claims appear on their
face to relate to the RAE Program and, therefore, fall within the scope of the forum-selection clause
found in Section 22 of the RAE Agreement.
While other provisions of the RAE Agreement were modified by the Amendment Agreement,
the Governing Law provision was not. Instead, the Amendment Agreement reaffirmed any provision
of the RAE Agreement not otherwise modified. The forum-selection clause, therefore, applies
whether or not the Amendment Agreement is set aside.
II.

There Is No Impediment to Enforcement of the Forum-Selection Clause
Varnadore advances several arguments against enforcement, both procedural and substantive.

First, Varnadore argues dismissal is not a proper procedural mechanism for enforcement of a forumselection clause in a removed action. Dkt. No. 11 at 4. Second, Varnadore argues transfer is

7

improper because the forum-selection clause fails to specify a federal forum. Finally, Varnadore
argues the forum-selection clause is unenforceable in light of The Bremen.
A.

Enforcement of the Forum-Selection Clause After Removal

Varnadore argues that a removed action may not be dismissed for improper venue based on
a forum-selection clause because venue in a removed action is governed solely by 28 U.S.C. §
1441(a).7 Dkt. No. 11 at 4 (citing Kerobo v. Southwestern Clean Fuels, Corp., 285 F.3d 531 (6th
Cir. 2002) (holding that, after removal, an action may not be dismissed for improper venue based
on forum-selection clause, though such clause may be considered in support of a motion to transfer
under § 1404(a)); Palmetto Bank v. Bankfirst, C.A. No. 6:08-cv-4072-GRA, 2009 WL 212417
(D.S.C. Jan 28, 2009) (citing Kerobo and denying motion to dismiss for improper venue based on
forum-selection clause after removal but transferring case)8). He, nonetheless, concedes that transfer
remains available under 28 U.S.C. § 1404(a), which allows transfer “for the convenience of the
parties and witnesses, [and] in the interest of justice.” See Kerobo, 285 F.3d at 539; Palmetto Bank,
2009 WL 212417 at *1.

7

Section 1441(a) provides that removal must be “to the district court of the United States
for the district and division embracing the place where such action is pending.” Although Section
1441(a) does not use the word “venue,” the United States Supreme Court held in Polizzi v. Cowles
Magazines, Inc., 345 U.S. 663 (1953), that § 1441(a) controls venue in a removed action, precluding
a motion to dismiss for improper venue based on § 1391. Id. at 665-66.
8

Palmetto Bank relies on Kerobo for the proposition “Rule 12(b)(3) is not a proper procedural
mechanism for enforcing a forum-selection clause in cases removed from state to federal court.”
Slip. Op. at *1. Palmetto Bank suggests that this is because the removing party has “waived the right
to contest venue according to the removal statute.” It does not, however, cite authority for the
proposition that removal constitutes a waiver, and this concept is not addressed in Kerobo. 2009 WL
212417 *1.
Palmetto Bank also does not address the potential conflict between Kerobo and earlier Fourth
Circuit precedent, Sucampo Pharmaceuticals, Inc. v. Astellas Pharma, Inc., 471 F.3d 544 (4th Cir.
2006). Palmetto Bank could not have addressed or considered Albemarle as it predates that decision.
8

The Fourth Circuit has not directly addressed the impact of removal on a motion to dismiss
based on a forum-selection clause. It has, however, affirmed dismissal for improper venue under
Rule 12(b)(3) based on forum-selection clauses in at least two removed actions. See Albemarle, 628
F.3d at 646 (noting action was commenced in state court and removed to federal court before the
motion to dismiss for improper venue was filed); Baker v. Adidas America, Inc., 335 Fed. Appx. 356
(4th Cir. June 30, 2009) (unpublished) (affirming dismissal of removed action under Rule 12(b)(3)
based on forum-selection clause). District courts within the Fourth Circuit have followed Kerobo,
noting the lack of Fourth Circuit guidance on this issue. See, e.g., American Ins. Marketing Corp.
v. 5 Star Life Ins. Co., ___ F. Supp. 2d ___, 2013 WL 3895039 *4 (D. Md. July 26, 2013) (denying
Rule 12(b)(3) motion based on a forum-selection clause after removal and discussing a number of
decisions finding Rule 12(b)(3) and Section 1406(a) unavailable after removal but acknowledging
that this is an issue on which courts have reached differing opinions and on which the Fourth Circuit
has not spoken); MTB Servs., Inc. v. Tuckman-Barbee Constr. Co., No. RDB–12–2109, 2013 WL
1224484, at *4 & n.7 (D. Md. Mar. 26, 2013) (denying Rule 12(b)(3) motion based on a forumselection clause following defendant’s voluntary and proper removal).
In light of Kerobo and the lack of Fourth Circuit guidance on this issue, the court concludes
that the better course is to deny Nationwide’s motion to dismiss for improper venue pursuant to Rule
12(b)(3) and 28 U.S.C. § 1406(a) and to consider Nationwide’s alternative motion to transfer venue
pursuant to 28 U.S.C. § 1404(a).
B.

Availability of Federal Forum under the Forum-Selection Clause

Varnadore argues that transfer to the Southern District of Ohio, the alternative relief sought,
is improper because the forum-selection clause “fails to require a federal court to be the designated
venue.” Dkt. No. 11 at 4. This argument misses the mark as the forum-selection clause simply
9

designates the county and state in which the claim must be brought (Franklin County, Ohio). It does
not limit the forum in any other respect. Thus, either a state or federal forum is available, assuming
there is no other impediment such as an absence of subject matter jurisdiction.9
C.

Application of The Bremen Factors

Finally, Varnadore argues that the forum-selection clause should not be enforced in light of
various factors addressed in The Bremen. Dkt. No. 11 at 5. Varnadore concedes that he bears the
burden of establishing unenforceability. For the reasons set forth below, the court finds that he has
not met this burden.
First Factor: Was the forum-selection clause induced by fraud or overreaching?
Varnadore argues that the first factor, whether the forum-selection clause was induced by fraud or
overreaching, favors denial of Nationwide’s motion because his “entire theory and causes of action
assert fraud and underhanded business tactics.” Id. at 6-7. While Varnadore has alleged both
fraudulent acts accompanying a breach of the RAE Agreement and a separate fraud claim relating
to formation of the Amendment Agreement, he has not alleged that the RAE Agreement itself was
procured by fraud or overreaching. Neither has he alleged any fraud specifically relating to inclusion
of the forum-selection clause in the RAE Agreement, which is the critical inquiry. See Scherk, 417
U.S. at 519 n.14.
Varnadore’s arguments relating to differences in negotiating strength fail to suggest fraud,
overreaching, or even confusion.10 At worst, Varnadore seems to suggest that he would not have

9

Varnadore concedes that the United States District Court for the Southern District of Ohio,
Eastern Division, is located in Franklin County, Ohio. Dkt. No. 11 at 4. Thus, it is undisputed that
there is a federal court in Franklin County, Ohio to which this action might be transferred.
10

Varnadore notes that he does not have specialized training in the law and was on unequal
(continued...)
10

anticipated being hailed into federal court in Franklin County, Ohio. He does not argue that the RAE
Agreement failed to give fair notice that any dispute relating to the RAE Program would require
litigation in some court in Franklin County, Ohio. Varnadore’s arguments, therefore, fail to establish
that the forum-selection clause was induced by fraud or overreaching.
Second Factor: Will the complaining party, for all practical purposes, be deprived of
his day in court because of grave inconvenience or unfairness of the selected forum? Varnadore
argues that The Bremen’s second factor precludes enforcement of the forum-selection clause
because he will face substantial difficulty prosecuting this action in Ohio due to his limited financial
means. He alleges further that these difficulties were caused, at least in part, by Nationwide’s
actions. Varnadore notes, for example, that he will be required to obtain separate counsel in a
foreign jurisdiction which is Defendant’s “home” venue. Beyond these generalized assertions,
Varnadore proffers no specific allegations or evidence of inconvenience or unfairness. His
arguments do not, in any event, suggest any greater inconvenience or difficulty than would be faced
by any person required to pursue litigation, if at all, in a state other than his home state.11 Varnadore
has, therefore, failed to establish that litigating this action in Franklin County, Ohio would impose
such grave inconvenience or unfairness as would deprive him of the ability to advance this case. See

10

(...continued)
footing in negotiating both the RAE Agreement and the Amendment Agreement with Nationwide,
“a billon dollar company.” He further notes that the forum-selection clause appears under the
heading “‘Governing Law’ and does not specifically state the Court to which Nationwide now asks
that this case be transferred.” Dkt. No. 11 at 8. Varnadore does not, however, point to any allegation
or evidence that would suggest any fraud in the procurement of the RAE Agreement, or, more
critically, in the forum-selection clause itself.
11

Further, a number of Varnadore’s claimed difficulties (e.g., the need to hire new or
additional counsel) are caused not by enforcement of the forum-selection clause itself, but by
Varnadore’s decision to file the action in some other forum in the first instance.
11

Bremen, 407 U.S. at 17-18 (“Whatever ‘inconvenience’ [the party opposing dismissal/transfer]
would suffer by being forced to litigate in the contractual forum as it agreed to do was clearly
foreseeable at the time of contracting.”).
Third Factor: Will some fundamental unfairness in the chosen law deprive Varnadore
of a remedy? Instead of arguing that Ohio law is fundamentally unfair and will deny him a remedy,
Varnadore argues that Nationwide will have a home-state advantage defending itself in Ohio. This
miscontrues the third factor, which speaks of fundamental unfairness in the chosen law, not relative
advantages of a location for one party or the other. In any event, Varnadore concedes that he has a
remedy available under Ohio law. Accordingly, Varnadore has failed to show that The Bremen’s
third factor presents any impediment to enforcement of the forum-selection clause.
Fourth Factor: Will enforcement of the forum-selection clause contravene a strong
public policy of the forum state? Relying primarily on S.C. Code Ann. § 15-7-120(A), Varnadore
argues that South Carolina public policy disfavors forum-selection clauses and supports disregarding
the parties’ forum-selection clause.12 He, nonetheless, concedes that The Bremen’s “fourth factor
is not [alone] likely met by § 15-7-120(A)[,]” but suggests it is “one more element to be added to
the Court’s finding that the forum selection clause . . . was not negotiated at arm’s length by parties
of equal knowledge or power[.]” Dkt. No. 11 at 12. Varnadore further suggests that “there is at least

12

Section 15-7-120(A) provides:

Notwithstanding a provision in a contract requiring a cause of action arising under
it to be brought in a location other than as provided in this title and the South
Carolina Rules of Civil Procedure for a similar cause of action, the cause of action
alternatively may be brought in the manner provided in this title and the South
Carolina Rules of Civil Procedure for such causes of action.
S.C. Code Ann. § 15-7-12(A).
12

a presumption of a strong public policy to protect Mr. Varnadore to bring his claims in his home
State.” Id.
Varnadore’s public policy argument is precluded by the Fourth Circuit’s decision in
Albemarle, which held that Section 15-7-120(A) did not manifest a strong public policy against
enforcement of forum-selection clauses. Albemarle, 628 F.3d at 651-52 (noting, inter alia, that South
Carolina courts and federal courts sitting in South Carolina have enforced forum-selection clauses
in contracts, notwithstanding the existence of § 15-7-120(A)).13
For the reasons set forth above, the court finds that the forum-selection clause in Section 22
of the RAE Agreement: (1) covers the claims in this action; (2) may be enforced under 28 U.S.C.
§ 1404(a); and (3) is not unenforceable based on any factor discussed in The Bremen.
III.

Transfer is the Proper Relief
Varnadore’s arguments relate primarily to the added expense of proceeding in another venue.

While he does not seek transfer as the less severe remedy, Varnadore’s financial concerns favor
transfer given that it is the option least likely to add to further delay and expense. Transfer also
prevents any possible statute of limitations problem which might be caused by dismissal. In light
of the potential procedural limitations in removed cases as outlined in Kerobo, the court finds

13

Three of the four reasons given for the holding in Albemarle suggest that no expression
of the state’s public policy would be sufficient. See Albemarle, 628 F.3d at 652 (“First, insofar as
the South Carolina statute would purport to impose South Carolina procedural rules on a federal
court, it would be preempted by federal law.”); id. (“Second, state reluctance to recognize and
enforce forum selection clauses was specifically addressed and countered by the Supreme Court’s
holding in The Bremen” which “held that, contrary to judicial disfavor of forum selection clauses
such as that manifested in the South Carolina statute, in federal court, forum selection clauses enjoy
a presumption of enforceability”); id. (“Fourth and finally, it can hardly be a strong public policy to
countermand the very policy that the Supreme Court adopted in The Bremen.”).
13

transfer under 28 U.S.C. § 1404(a) to be the appropriate remedy to enforce the parties’ forumselection clause.
CONCLUSION
For the reasons set forth above, the court finds the forum-selection clause in Section 22 of
the RAE Agreement applies to this dispute and is enforceable. The court, however, finds that the
proper relief is transfer to the Southern District of Ohio.14 The court grants this relief under 28
U.S.C. § 1404(a).
IT IS SO ORDERED.

S/ Cameron McGowan Currie
CAMERON MCGOWAN CURRIE
UNITED STATES DISTRICT JUDGE
Columbia, South Carolina
August 22, 2013

14

Transfers are to a specified district, with divisional assignments being handled by the
transferee court. This court, nonetheless, directs the transferee court’s attention to the forumselection clause which suggests this matter should be assigned within the division covering Franklin
County.
14