Boatner v. MXD Groups Inc.
RULING granting 15 Motion to Transfer Case. Case transferred to Southern District of Ohio, Eastern Division in Columbus, Ohio. Signed by Judge Shelly D. Dick on 9/11/2017. (LLH) [Transferred from Louisiana Middle on 9/12/2017.]
UNITED STATES DISTRICT COURT
MIDDLE DISTRICT OF LOUISIANA
MXD GROUP INC., FORMERLY EXEL
This matter is before the Court on the Motion to Transfer Venue or, in the
Alternative Stay the Case Pending Arbitration1 filed by Defendant, MXD Group, Inc.
(“MXD”). Plaintiff, Marcus Boatner (“Plaintiff” or “Boatner”) has filed an Opposition2 to this
motion, to which MXD filed a Reply.3 For the following reasons, the Court finds that the
motion should be granted, and this action should be transferred to the United States
District Court for the Southern District of Ohio, Eastern Division in Columbus, Ohio. (“the
Southern District of Ohio”).
Plaintiff filed this action against MXD alleging several violations of the Fair Labor
Standards Act (“FLSA”) and Louisiana Law arising out of an independent contractor
Agreement between the Parties. Initially, the Parties entered into the Independent
Truckman’s Agreement (“ITA”) and the Equipment Lease Agreement (“ELA”) on March
Rec. Doc. 15.
Rec. Doc. 18.
Rec. Doc. 22.
The facts are derived from the Complaint (Rec. Doc. 1), and the Parties’ memoranda.
Page 1 of 7
18, 2015.5 Boatner signed the ITA and ELA on March 20, 2015, while MXD signed later
on April 14, 2015.6 Subsequently, the Parties entered into the Forwarder-Carrier
Agreement (“Carrier Agreement”) on July 18, 2015. Boatner signed the Carrier
Agreement on July 22, 2015, and MXD signed later on September 3, 2015. Boatner was
terminated by MXD on September 9, 2015. The Carrier Agreement provided a merger
clause which cancelled any prior oral or written agreements between the Parties. As such,
the Carrier Agreement is controlling between the Parties.7 It is undisputed that the Carrier
Agreement contains a forum selection clause which forms the basis of Defendant’s
Motion. The Carrier Agreement provides, in pertinent part:
MXD and [Boatner] mutually consent and submit to the jurisdiction of the
federal and/or state courts located in the State of Ohio and any action or
suit concerning this Agreement or related matters shall only be brought by
MXD or [Boatner] in federal or state court with appropriate subject matter
jurisdiction over disputes arising in the City of New Albany, County of
Franklin, of the State of Ohio. [Boatner] and MXD mutually acknowledge
and agree that they will not raise, in connection therewith, and hereby waive
any defenses based upon venue, inconvenience of forum or lack of
personal jurisdiction in any action or suit brought in accordance with the
foregoing. [Boatner] and MXD acknowledge that they have read and
understand this clause and agree willingly to its terms.8
Notwithstanding the forum selection clause, Plaintiff filed this action in the United
States District Court for the Middle District of Louisiana (“Middle District”) on the grounds
that a substantial part of the events or omissions giving rise to the claim occurred in Baton
Rouge, Louisiana. MXD now moves to dismiss or transfer this case to the Southern
District of Ohio, Eastern Division in Columbus, Ohio based on the forum-selection clause
Rec. Doc. 15-3 and 15-4.
While the Plaintiff makes no mention of the Carrier Agreement in the complaint, Mr. Boatner concedes in his
Opposition that the Carrier Agreement is controlling. Rec. Doc. 18 at p. 6.
Rec. Doc. 15-5 at p.15.
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of the Carrier Agreement.
Plaintiff opposes this motion and maintains that venue is proper in the Middle
District pursuant to 28 U.S.C. § 1391(b)(2), which provides that a civil action may be
(2) a judicial district in which a substantial part of the events or omissions
giving rise to the claim occurred, or a substantial part of property that is the
subject of the action is situated…
Plaintiff contends that the contract between the Parties was entered into in Baton Rouge,
Louisiana. Furthermore, Plaintiff argues that the forum selection clause is invalid because
the Carrier Agreement is an unconscionable contract of adhesion in which he had no
bargaining power. As such, Boatner argues that the case presented herein is one of those
unique cases in which private interest factors should be given weight despite the U.S.
Supreme Court ruling in Atlantic Marine Constr. Co. v. U.S. Dist. Court for Western Dist.
of Tex.9 For reasons more fully explained herein, this Court finds that the decision in
Atlantic Marine is controlling in this matter, and therefore, Defendant’s Motion to Transfer
this case to the Southern District of Ohio, Eastern Division in Columbus, Ohio is
LAW & ANALYSIS - Proper Venue
A district court has the authority to transfer a case, in the interest of justice, to
another district in which the action might have been brought, regardless of whether venue
exists in the original forum.10 If venue is proper in the original forum, the transfer may be
made pursuant to §1404(a), which provides that, “[f]or the convenience of parties and
134 S. Ct. 568 (2013).
See 28 U.S.C. §§ 1404(a) and § 1406(a).
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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…” If venue is improper in the
original forum, the transfer must be made under §1406(a), which provides that “[t]he
district court of a district in which is filed a case laying venue in the wrong division or
district shall dismiss, or if it be in the interest of justice, transfer such case to any district
or division in which it could have been brought.”
In the recent U.S. Supreme Court case of Atlantic Marine, the Court addressed
“the procedure that is available for a defendant in a civil case who seeks to enforce a
forum-selection clause.”11 Preliminarily, the Court discussed the appropriateness of
enforcing a forum-selection clause by dismissing a suit under 28 U.S.C. 1406(a) and Fed.
R. Civ. P. 12(b)(3). The Court concluded that dismissal of the suit is only appropriate
when venue is “wrong” or “improper.”12 “Whether venue is ‘wrong’ or ‘improper’ depends
exclusively on whether the court in which the case was brought satisfies the requirements
of federal venue laws...”13
Here, neither party disputes whether the current venue satisfies the requirements
of federal venue laws, namely 28 U.S.C. 1391(b). Therefore, insofar as Defendant’s
Motion seeks for the case to be dismissed, its Motion is DENIED.
When a defendant is seeking to enforce a forum-selection clause and the suit was
originally brought by a plaintiff in a forum that satisfies federal venue laws, the appropriate
mechanism to transfer the case is found in § 1404(a).14 “[A] proper application of
134 S. Ct. at 575.
Id. at 577.
Atl. Marine, 134 S. Ct. at 579.
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§ 1404(a) requires that a forum-selection clause be ‘given controlling weight in all but the
most exceptional cases.’”15 “In the typical case not involving a forum-selection clause, a
district court considering a § 1404(a) motion (or a forum non conveniens motion) must
evaluate both the convenience of the parties and various public-interest considerations.”16
“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.’”17 The Court delineated three ways in which a court is to
adjust their normal § 1404(a) analysis when a valid forum-selection clause is present
between the parties: (1) “the plaintiff's choice of forum merits no weight;” (2) “a court
evaluating a defendant's § 1404(a) motion to transfer based on a forum-selection clause
should not consider arguments about the parties' private interests;” and (3) “when a party
bound by a forum-selection clause flouts its contractual obligation and files suit in a
different forum, a § 1404(a) transfer of venue will not carry with it the original venue's
choice-of-law rules—a factor that in some circumstances may affect public-interest
considerations.”18 The Supreme Court in Atlantic Marine concluded its reasoning by
[w]hen parties have contracted in advance to litigate disputes in a particular
forum, courts should not unnecessarily disrupt the parties' settled
expectations. A forum-selection clause, after all, may have figured centrally
in the parties' negotiations and may have affected how they set monetary
and other contractual terms; it may, in fact, have been a critical factor in
their agreement to do business together in the first place. In all but the most
unusual cases, therefore, ‘the interest of justice’ is served by holding parties
to their bargain.19
Id. at 579 (quoting Stewart Org., Inc. v. Ricoh Corp., 487 U.S. 22, 33 (1988)).
Atl. Marine, 134 S. Ct. at 581.
Id. at 582.
Id. at 583.
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Applying the analysis and reasoning of the Atlantic Marine case to the facts before
the Court, the Court rejects Plaintiff’s argument that, because Boatner allegedly had no
bargaining power in entering into the Carrier Agreement, this Court is entitled to weigh
private-interest factors in evaluating a § 1404(a) transfer. Plaintiff relies heavily on the
Supreme Court case of Stewart Org., Inc. v. Ricoh Corp.20 in making his argument.
However, the Supreme Court analyzed its decisions in both Stewart21 and Van Dusen v.
Barrack22 in deciding Atlantic Marine and the proper application of a § 1404(a) transfer
as discussed in detail above. Thus, this Court finds Atlantic Marine controlling over the
issues presented in this case.
Under the guidance of Atlantic Marine, this Court gives no weight to Plaintiff’s
choice of the current forum. Second, the Plaintiff’s arguments as to private-interest factors
which would weigh in favor of keeping the case in the current venue are not taken into
consideration. Finally, Plaintiff did not argue any public-interest factors in favor of keeping
the case in the current venue. In light of the foregoing, this Court finds that the valid forumselection clause in the Carrier Agreement is controlling, and the case should be
transferred to the Southern District of Ohio, Eastern Division in Columbus, Ohio.
In light of the Court’s decision that transfer is proper, there is no need to consider
Defendant’s alternative request for relief. Therefore, insofar as Defendant’s Motion seeks
to stay the case pending arbitration, its Motion is DENIED, without prejudice.
487 U.S. 22 (1988).
376 U.S. 612 (1964).
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For all the reasons set forth above, the Court finds that the Southern District of
Ohio, Eastern Division in Columbus, Ohio is the appropriate forum for this case.
Accordingly, the Court finds that it is in the interest of justice that this civil action be
transferred to the Southern District of Ohio, Eastern Division in Columbus, Ohio for further
consideration. The Defendant’s Motion to Transfer Venue23 is GRANTED, and this case
shall be transferred to the Southern District of Ohio, Eastern Division in Columbus, Ohio.
IT IS SO ORDERED.
Signed in Baton Rouge, Louisiana on September 11, 2017.
JUDGE SHELLY D. DICK
UNITED STATES DISTRICT COURT
MIDDLE DISTRICT OF LOUISIANA
Rec. Doc. 15.
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