The opinion of the court was delivered by: Schiller, J.
Before the parties get to the core of the matter, this Court must decide whether the Volunteer State or the Keystone State is the appropriate forum for this dispute. Although Plaintiff Joseph Campanini, a Pennsylvania citizen, filed his contract case in this District, Defendant Studsvik, Inc. contends that a forum selection clause in one of the parties' agreements requires this Court to either dismiss the case for improper venue or, in the alternative, transfer it to Tennessee. The forum selection clause is only a piece of the venue puzzle but it is an important one. The Court will therefore transfer this action to the Eastern District of Tennessee, Northern Division, in Knoxville.
On or about February 6, 2002, Campanini entered into a Sales Consulting Agreement with RACE -- Radiological Assistance Consulting and Engineering, LLC. (Id. ¶ 6.) Campanini's job entailed selling dry radioactive waste processing services provided by RACE. (Id.) The agreement was to "be construed and interpreted in accordance with the laws of the state of Tennessee." (Pl.'s Opp'n to Def.'s Mot. to Dismiss or, in the Alternative, to Transfer Venue [Pl.'s Opp'n] Ex. A [Sales Consulting Agreement] ¶ 15.) Furthermore, the parties agreed that they:
irrevocably attorn to the jurisdiction of the courts of the state of Tennessee with respect to any matters arising out of this Agreement. Each party irrevocably submits to the non-exclusive jurisdiction of any court sitting in the state of Tennessee over any suit, action, or proceeding arising out of or relating to this Agreement. (Id.)
Campanini, who was paid by commission, sold RACE's nuclear waste removal and disposal services to Connecticut Yankee Nuclear Power Plant ("CY") for $20,000,000. (Compl. ¶¶ 7-9.) Although CY paid in full for the services Campanini sold to it, RACE failed to fully compensate him. (Id. ¶¶ 10-12.)
Studsvik, a company that develops and markets products and services for customers dealing with environmental, safety, and quality problems in connection with the disposal of nuclear waste, acquired RACE in April of 2006 and assumed RACE's obligations to pay Campanini's commissions. (Id. ¶¶ 1, 5, 13.) Campanini signed an Employment Agreement with Studsvik, effective August 1, 2006, under which Campanini acted as a Regional Account Manager. (Id. ¶ 15.) The Employment Agreement include a choice of forum clause that read:
The construction and interpretation of this Agreement shall at all times and in all respects be governed by the laws of the State of Tennessee without regard to the state's laws regarding the conflict of law. The parties agree that venue shall be any court of competent jurisdiction in Knoxville, TN. For all purposes of this Agreement, Employee and Studsvik hereby further agree that service of process upon Employee and Studsvik may be affected pursuant to United States mail. (Def.'s Mot. to Dismiss, or, in the Alternative, to Transfer Venue [Def.'s Mot.] Ex. A [Employment Agreement] at 7.)
Under the Employment Agreement, Studsvik paid Campanini a base salary and a commission based upon Studsvik's commission structure. (Compl. ¶ 16.) In February of 2008, Studsvik altered the commission structure, substantially increasing the commissions that Campanini could earn. (Id. ¶¶ 18-19.) Initially, the new commission structure was to be effective retroactively to January 1, 2008, but Studsvik later determined that it would not take effect until May of 2008. (Id. ¶ 22.) This deprived Campanini of approximately $84,000 in commissions. (Id. ¶ 24.) In November of 2008, Studsvik terminated Campanini; at the time he was let go, Studsvik owed him $34,028.97 in commissions related to Studsvik's services on the St. Lucie Steam Generator Project. (Id. ¶¶ 25-26.)
On December 22, 2008, Campanini filed a four-count Complaint against Studsvik alleging:
(1) Studsvik breached the Sales Consulting Agreement, by failing to pay him his full commission on the CY deal; (2) Studsvik breached the Employment Agreement, by unilaterally altering the commission structure and refusing to pay him the agreed commission; (3) Studsvik breached the Employment Agreement, by failing to pay him commissions on the St. Lucie Steam Generator Project; and (4) Studsvik's actions violated the Pennsylvania Wage Payment and Collection Law ("WPCL"), 43 PA. CONS. STAT. § 260.1, et. seq.
Because the Complaint does not assert a federal question, 28 U.S.C. § 1391(a) governs the issue of venue. That statute reads:
A civil action wherein jurisdiction is founded only on diversity of citizenship may, except as otherwise provided by law, be brought only in (1) a judicial district where any defendant resides, if all defendants reside in the same State, (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, or (3) a judicial district in which any defendant is subject to personal jurisdiction at the time the action is commenced, if there is no district in which the action may otherwise be brought.
A corporation resides in any district in which it is subject to personal jurisdiction. 28 U.S.C. § 1391(c).
Federal Rule of Civil Procedure 12(b)(3) permits a defendant to bring a motion to dismiss for improper venue. FED. R. CIV. P. 12(b)(3). The court must generally accept as true the allegations in the complaint, unless they are contradicted by defendant's affidavits. Holiday v. Bally's Park Place, Inc., Civ. A. No. 06-4588, 2007 WL 2600877, at *1 (E.D. Pa. Sept. 10, 2007). "The court may examine facts outside the complaint to determine proper venue, but must draw all reasonable inferences and resolve all factual conflicts in the plaintiff's favor." Fellner v. Phila. Toboggan Coasters, Inc., Civ. A. No. 05-2052, 2005 WL 2660351, at *1 (E.D. Pa. Oct.18, 2005).
In addition to their motion to dismiss, Defendants alternatively request a change of venue, which is governed by 28 U.S.C. § 1404. In relevant part, that statute directs that "[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." 28 U.S.C. § 1404(a).
The decision of whether to grant a transfer under § 1404(a) lies within the discretion of the trial court. Wilce v. Gen. Motors Corp., Civ. A. No. 96-6194, 1996 WL 724936, at *1 (E.D. Pa. Dec. 13, 1996). The trial court possesses considerable discretion. Solomon v. Cont'l Am. Life Ins. Co., 472 F.2d 1043, 1045 (3d Cir. 1973); see also Shutte v. ARMCO Steel Corp., 431 F.2d 22, 25 (3d Cir. 1970). The defendant, as the moving party, bears the burden of proving that venue is proper in the transferee district and that a transfer is appropriate. Myers v. Am. Dental Assocs., 695 F.2d 716, 724-25 (3d Cir. 1982); Idasetima v. Wabash Metal Prods., Inc., Civ. A. No. 01-0197, 2001 WL 1526270, at *1 (E.D. Pa. Nov. 29, 2001); Lindley v. Caterpillar, Inc., 93 F. Supp. 2d 615, 617 (E.D. Pa. 2000). However, the presence of a valid forum selection clause, which requires that there had been no fraud, influence, or overweening bargaining power, shifts to the party seeking to avoid the forum selection clause "the burden of demonstrating why they should not be bound by their contractual choice of forum." Jumara v. State Farm Ins. ...