United States District Court, M.D. Pennsylvania
KNL Construction, Inc. Plaintiff,
Killian Construction Co., Inc. Defendant.
RICHARD P. CONABOY, District Judge.
We consider here a Motion to Dismiss (Doc. 7) the instant case by Defendant Killian Construction Company, Inc. ("Killian"). That motion has been fully briefed (Doc. 8, 9 and 10) by the parties and is ripe for disposition.
This case is a dispute between a general contractor, Defendant Killian, and one of its subcontractors, Plaintiff KNL Construction, Inc., that arises from the construction of the Mohegan Sun Hotel in Luzerne County. The case was filed initially in the Luzerne County Court of Common Pleas by Complaint dated January 29, 2014. On March 5, 2014, Killian removed the case to this Court on diversity grounds. (Doc. 1). Killian's motion to dismiss is based upon a forum selection clause in the contract at issue that directs that disputes thereunder must be litigated in Missouri.
II. Standard of Review.
The seminal question courts normally must answer in deciding a motion to dismiss pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure - whether the Plaintiff has adequately articulated the elements of a claim upon which relief might be granted - need not be addressed here. The sole issue to be decided is whether venue of this matter appropriately resides with this Court. The parties have confined their arguments to the question of venue.
Our circuit has determined that dismissal of an action may be proper when a forum selection clause designates another court as the exclusive venue for litigation. Salovaara v. Jackson National Life Insurance Company , 246 F.3d 289, 298-99 (3d. Cir. 2001). It has also been held that a Rule 12(b)(6) dismissal is the proper means to enforce a forum selection clause. Walstreet Aubrey Golf, LLC v. Aubrey , 189 F. Appx. 82, 84 at n.1 (3d. Cir. 2006).
Atlantic Marine Construction Company, Inc. v. U.S. District Court for the Western District of Texas , 134 S.Ct. 568 (2013) holds that a forum selection clause that directs litigation to a specific forum within the federal court system is properly enforced through the doctrine of forum non conveniens as codified at 28 U.S.C. § 1404 (a). Atlantic Marine, supra, at 580. The agreed upon intention of the parties as expressed through a forum selection clause is entitled to great weight. Id. at 581. Also, in the context of a 1404 (a) motion, "Congress has replaced the traditional remedy of outright dismissal with transfer." Id. at 580. (citing to Sinochem International Co. v. Maylaysia International Shipping Corp. , 549 U.S. 422, 430; 127 S.Ct. 1184 (2007).
The ordinary forum non conveniens analysis involves an assessment of various private interests such as the convenience of the parties and witnesses. However, in determining the validity of a forum selection clause, the Plaintiff's choice of forum and all private interest considerations become irrelevant and the Court may consider public-interest factors only. Atlantic Marine, supra, at 581-82. It has been held that a forum selection clause agreed to by parties in an arms-length negotiation is entitled to "controlling weight in all but the most exceptional cases." Stewart Organization, Inc. V. Ricoh Corp., 487 U.S. 22, 33; 108 S.Ct. 2239 (1988).
A. Killian's Motion to Dismiss
The forum selection clause in the parties' contract provides:
Governing Law; Venue. This Subcontract Agreement and the rights and duties of all persons arising from or related to this Subcontract Agreement shall be governed by the laws of the State of Missouri. Any dispute arising under or related to this Subcontract Agreement, the performance of work or the provision of any materials pursuant hereto, shall be brought only in state court in Greene County, State of Missouri, or if federal jurisdiction is applicable, in the U.S. District Court for the Western District of Missouri, Southern Division.
Doc. 1-2, Exhibit 1, ¶ 16. The language of the forum selection clause at issue here is without ambiguity and clearly provides that these parties agreed that any disputes related to the contract at issue would be litigated in the U.S. District Court for the Western District of ...