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Badger Daylighting Corp. v. Palmer

United States District Court, S.D. Indiana, Indianapolis Division

June 20, 2019

BADGER DAYLIGHTING CORP., Plaintiff,
v.
GARY PALMER, Defendant.

          ORDER ON MOTION TO TRANSFER

          Mark J. Dinsmore United States Magistrate Judge

         This matter is before the Court on Defendant's Motion to Transfer Case Under 28 U.S.C. Section 1404(a) to the United States District Court for the Northern District of Georgia, Atlanta Division. [Dkt. 27]. For the reasons set forth below, the Court DENIES Defendant's Motion to Transfer.

         I. Background

         Plaintiff Badger Daylighting Corp. (“Badger”) filed suit against Defendant Gary Palmer for alleged violations of a non-compete agreement and various tort and equitable theories. [Dkt. 28 at 1]. Pursuant to Defendant's employment with Badger, Defendant executed a Confidentiality and Non-Competition Agreement (the “Agreement”). [Dkt. 35 at 1]. The Agreement includes a forum-selection clause stating, “This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana and any disputes arising hereunder shall be brought and heard in the state or federal courts sitting in Marion County, Indiana.” [Dkt. 35-1 at 4].

         Badger filed suit in the Marion Superior Court on May 24, 2019. [Dkt. 1 at 1]. Defendant filed a Notice of Removal, removing the case from the Marion Superior Court to this Court on May 28, 2019. [Dkt. 1 at 1]. Defendant now requests this Court transfer venue to the Northern District of Georgia. [SeeDkt. 28 at 1].

         II. Legal Standard

         As provided by 28 U.S.C. § 1404(a), “[f]or 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.” In determining the motion, the Court balances three factors: (1) the convenience of the parties; (2) the convenience of the witnesses; and (3) the interests of justice. Yummy Yogurt Indy, LLC et al. Orange Leaf Licensing, et al., 2015 WL 1243732, 2-3 (S.D. Ind. 2015). “The calculus changes, however, when a party seeks to invoke or oppose a valid forum-selection clause.” Atl. Marine Constr. Co., Inc. v. U.S. Dist. Court for the W. Dist. of Tex., et al, 571 U.S. 49, 63 (2013). “When parties agree to a forum-selection clause, they waive the right to challenge the preselected forum as inconvenient or less convenient for themselves or their witnesses, or for their pursuit of the litigation.” Atl. Marine, 571 U.S. at 64. “As a consequence, a district court may consider arguments about public-interest factors only.” Id.

         III. Discussion

         Defendant asks the Court to grant transfer of this case to the Northern District of Georgia. [Dkt. 28 at 1]. Defendant argues that the Supreme Court precedent set forth in Atlantic Marine does not apply to this transfer motion. [Dkt. 41 at 1]. Defendant reaches this conclusion by claiming Atlantic Marine “does not apply to permissive forum selection clauses” and that the forum selection clause at issue “is permissive.” [Dkt. 41 at 1-3]. Defendant then makes the argument that, even if Atlantic Marine were to apply, the applicable factors weigh in favor of transfer. [Dkt. 41 at 6]. These factors include the Southern District of Indiana's docket congestion, the “local interest” favoring transfer, and the “forum that is at home with the law” would favor transfer. [Dkt. 41 at 7-9].

         A. Atlantic Marine Applies to the Transfer Motion

         The Defendant makes the argument that Atlantic Marine does not apply to the forum-selection clause at issue. [Dkt. 41 at 1]. In Atlantic Marine, a Virginia and Texas corporation entered into an agreement which included a forum-selection clause indicating all disputes between the parties be litigated in Virginia. Atl. Marine, 571 U.S. at 53-54. However, when a dispute arose, the Texas corporation filed suit in Texas, not in the designated forum. The Supreme Court held that when parties enter into a valid forum-selection clause the appropriate venue is the agreed upon forum, unless some overwhelming public-interest exists dictating against that forum. Id. at 66.

         Defendant cites cases which interpret Atlantic Marine to be an applicable framework only with regard to mandatory, but not permissive, forum-selection clauses. [Dkt. 41 at 2]; see GDG Acquisitions, LLC v. Got't of Belize, 749 F.3d 1024, 1029-30 (11th Cir. 2014). Although Atlantic Marine does not expressly make this distinction, the language “when a plaintiff agrees by contract to bring suit only in a specified forum” has led courts to interpret Atlantic Marine to apply only to mandatory forum-selection clauses. Atl. Marine, 571 U.S. at 63 (emphasis added).

         However, contrary to Defendant's assertions, the Agreement between Defendant and Badger designates a mandatory forum for which disputes shall be litigated. The language of the agreement is as follows:

7. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana and any disputesarising hereunder shall be brought and heard in the state or ...

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