United States District Court, W.D. Pennsylvania
C. Mitchell United States Magistrate Judge.
before the Court is a Rule 12(b)(6) motion (Docket No. 9)
brought by Defendant Smith Systems Manufacturing
(“Smith”). The Plaintiff, Eisaman Contract
Associates (“Eisaman”), filed a
breach-of-contract action pursuant to the Court's
diversity jurisdiction against Smith. Smith brings his Rule
12(b)(6) motion (Docket No. 9) to enforce a forum-selection
clause. This clause requires “any litigation of
lawsuits between the parties” to “be filed in
Collin County, Texas.” (Docket No. 16-2 ¶ 18.1).
After reviewing the parties' materials and the applicable
law, the Court finds that Eisaman and Smith agreed to a
contract containing a valid forum-selection clause. For the
reasons set forth below, Smith's Rule 12(b)(6) motion
will be denied as moot and this action will be transferred
sua sponte to the United States District Court for
the Eastern District of Texas Sherman Division's
(“Eastern District Sherman Division”) Plano,
Texas courthouse, which sits in Collin County, Texas. 28
U.S.C. § 124(c)(3).
is a Pennsylvania corporation based in Pittsburgh,
Pennsylvania; Smith is a Texas corporation located in Plano,
Texas. (Docket No. 1 ¶¶ 4-5). Eisaman, a furniture
manufacturer representative, contracted in January 1991 with
Smith, a school furniture manufacturer, to represent
Smith's products in upstate and western New York, West
Virginia, and Pennsylvania. (Id. ¶¶ 6-8).
Eisaman and Smith amended the January 1991 contract in
January 2007, broadening Eisaman's duties to the
metropolitan New York City area (including Long Island, five
boroughs, Westchester City) and Northern New Jersey while
leaving the January 1991 contract's other terms
unaltered. (Id. ¶ 9). Eisaman contends Smith
breached their agreement, causing at least $660, 000 in
damages for owed and future commissions. (Id.
¶¶ 10- 11, 15-16). Eisaman did not attach a copy of
the contract to any of its docket entries.
provided a copy of this contract. It shows two dates: January
31, 2003 (typed) and November 12, 2006 (appears to be time
stamped at the top of each page). (Docket No. 16-1 at 5-15).
Smith and Eisaman executed the contract. (Id. at
15). The contract contains a forum-selection clause stating
that “[a]ny litigation of lawsuits between the parties
hereto shall be filed in Collin County, Texas.” (Docket
No. 9-1 ¶ 18.1). The parties agreed “that all
prior agreements and arrangements of any kind between [them]
. . . are hereby terminated and of no force and effect . . .
.” (Id. ¶ 13.1). A merger clause is also
present; it states that “this Agreement constitutes the
entire agreement between the Parties with respect to the
subject matter hereof.” (Id. ¶ 17). Texas
law applies. (Id. ¶ 18.1).
filed a Rule 12(b)(6) motion to dismiss with a brief in
support. (Docket Nos. 9, 10). Eisaman submitted an opposition
brief (Docket No. 14) that Smith replied to. (Docket No. 16).
Both parties consented to the undersigned's jurisdiction
over this action. (Docket Nos. 13, 15).
Standards of Review
case presents a non-typical scenario: a defendant moving for
dismissal under Rule 12(b)(6) to enforce a forum-selection
clause. (Docket No. 10 at 1). Moving for Rule 12(b)(6)
dismissal is permissible to enforce a valid forum-selection
clause. Salovaara v. Jackson Nat'l Life Ins.
Co., 246 F.3d 289, 298 (3d Cir. 2001). “When only
a 12(b)(6) motion to dismiss is filed . . . th[e] court has
the power to dismiss the action . . . without considering the
possibility of transfer to another federal forum.”
Kahn v. Am. Heritage Life Ins. Co., No. 06-1832,
2006 WL 1879192, at *7 (E.D. Pa. June 29, 2006) (citing
Salovaara, 246 F.3d at 298-99). But the United
States Court of Appeals for the Third Circuit (“Third
Circuit”) acknowledged that “it makes better
sense when venue is proper but the parties have agreed upon
a not-unreasonable forum[-]selection clause . . . to transfer
rather than dismiss.” Salovaara, 246 F.3d at
299.Indeed, a district court is not precluded
“from sua sponte considering whether transfer
is the better course.” Kahn, 2006 WL 1879192,
at *7 (citing Salovaara, 246 F.3d at 299). If a
district court sua sponte considers transfer, when
venue is proper in the transferor and transferee forums, the
district court must apply a factor analysis contained in 28
U.S.C. § 1404(a). Jumara v. State Farm Ins.
Co., 55 F.3d 873, 878 (3d Cir. 1995).
should assume the veracity of well-pleaded factual
allegations. Malleus v. George, 641 F.3d 560, 563
(3d Cir. 2011) (citing Ashcroft v. Iqbal, 556 U.S.
662, 679 (2009)). When deciding a Rule 12(b)(6) motion to
dismiss, a federal court may consider “only the
allegations in the complaint, exhibits attached to the
complaint, matters of public record, and documents that form
the basis of a claim.” Lum v. Bank of Am., 361
F.3d 217, 222 n.3 (3d Cir. 2004). “A document forms the
basis of a claim if it is ‘integral to or explicitly
relied upon in the complaint.'” Gross v.
Stryker Corp., 858 F.Supp.2d 466, 477 (W.D. Pa. 2012)
(quoting In re Rockefeller Ctr. Props., Inc. Sec.
Litig., 184 F.3d 280, 287 (3d Cir. 1999) (emphasis
omitted; internal citations and quotations omitted)). The
contract between Eisaman and Smith that Smith attached to its
motion to dismiss and its reply brief appears to be the one
Eisaman's complaint refers to, though the dates are
different. (Docket Nos. 1 ¶¶ 6-9; 9-1 at
5-20; 16-1 at 5-15; 16-2 at 3-13). The contract copies Smith
attached to its materials will be considered for purposes of
Court “need not accept allegations that are internally
inconsistent . . . .” Amelio v. McCabe, Weisberg
& Conway, P.C., No. 14-1611, 2015 WL 4545299, at *4
(July 28, 2015); ...