United States District Court, D. Connecticut
MEMORANDUM OF DECISION ON MOTION TO DISMISS OR
TRANSFER VENUE [DKT. 13]
Vanessa L. Bryant, United States District Judge
action involves a contract dispute between Connecticut
Addiction Medicine, LLC (“Plaintiff” or the
“Practice”) and Defendant eLab Solutions
Corporation doing business as eLab Consulting Services, Inc.
(“Defendant” or “eLab”). Plaintiff
raises claims of breach of contract, negligence, negligent
misrepresentation, breach of the covenant of good faith and
fair dealing, and a violation of the Connecticut Unfair Trade
Practices Act (“CUTPA”), Conn. Gen. Stat. §
42-110 et seq., which are all related to the
Defendants' actions in executing and performing the
contract. Defendant now seeks to dismiss the case for
improper venue pursuant to Fed.R.Civ.P. 12(b)(3) or, in the
alternative, transfer the case to the Northern District of
Georgia, which is where Fulton County, Georgia is located.
For the foregoing reasons, dismissal is DENIED but the Court
GRANTS transfer to the Northern District of Georgia.
Practice performs medical services that include drug testing.
[Dkt. 1-1 (Compl.) ¶ 1]. In 2013, the Practice entered
into the first of several Program Agreements with eLab
arranging for eLab to provide staff, products, and training
to facilitate testing. Id. ¶ 3. The Program
Agreement included a Committed Products Addendum, which
outlined types of kits the Practice would purchase and the
costs associated per kit and per test and upon which the
Practice relied. Id. ¶ 4. The Complaint alleges
eLab breached the Program Agreement by failing to (a)
properly represent costs, (b) train employees, (c) monitor
the products, and (d) perform quality control. Id.
parties entered into several successive one-year program
agreements.See [Dkt. 13-4 (Mot. Dismiss Ex. 4,
Program Agreement 8/2013) at 2; Dkt. 13-6 (Mot. Dismiss Ex.
6, Program Agreement 2/2014) at § 15(b); Dkt. 13-7 (Mot.
Dismiss Ex. 7, Program Agreement 7/2014) at § 15(b)].
All of the program agreements in evidence contain a forum
selection clause, which reads:
The rights and obligations of the parties hereunder shall be
governed by and construed in accordance with the laws of the
State of eLab's manufacturing location, without
reference to its choice of law provisions. Each party hereby
irrevocably consents to the exclusive jurisdiction of the
state and federal courts located in the county and state
of eLab's manufacturing location, in any action
arising out of or relating to this Agreement and waives
any other venue to which it may be entitled by domicile
Id. at § 15(b). None of the submitted Program
Agreements define “manufacturing location.”
on the forum selection clause, Defendant moves for an order
dismissing the case for lack of venue or transferring venue
to the Northern District of Georgia where eLab manufacturing
operations are located. [Dkt. 13-1 (Mot. Dismiss Mem.) at
4-5]. Plaintiff objects to dismissal and transfer, arguing
principally that the forum selection clause is vague,
ambiguous, undefined, not clearly communicated, and that
enforcement would be unreasonable and unjust. [Dkt. 26
(Obj'n to Mot. Dismiss) at 1].
initial matter, transfer rather than dismissal is appropriate
here. The prescribed manner by which to enforce a valid forum
selection clause specifying a different federal district is
to transfer under 28 U.S.C. § 1404(a), not dismissal
pursuant to Fed.R.Civ.P. 12(b)(3). See Atl. Marine
Constr. Co., Inc. v. United States Dist. Court for the W.
Dist. of Texas, 134 S.Ct. 568, 575, 579-80 (2013). Where
the forum selection clause points to a state or foreign
jurisdiction, a court can dismiss a case under the forum
non conveniens doctrine. Id. at
In view of the diversity of the parties and the resulting
availability of federal court jurisdiction and the fact that
neither party has suggested this case should be litigated in
state court, the court will consider whether the case should
be transferred rather than dismissed. See 28 U.S.C.
typically looks at pleadings and affidavits when evaluating a
motion to dismiss based on a forum selection clause. See
Martinez v. Bloomberg LP, 740 F.3d 211, 216-17 (2d Cir.
2014). This Court will also rely on additional undisputed
evidence submitted by the parties. See New Moon Shipping
Co., Ltd. v. MAN B&W Diesel AG, 121 F.3d 24, 33 (2d
Cir. 1997) (approving appellants' introduction of
“additional evidence to support their claim of
unreasonableness before the district court”);
Martinez, 740 F.3d at 216-17 (requiring a court to
conduct an evidentiary hearing to resolve disputed factual
Enforceability of the Forum Selection Clause
critical question in this case is whether the forum selection
clause is enforceable as the answer impacts the standard used
to determine the appropriateness of transfer under 28 U.S.C.
§ 1404(a). Where a forum selection clause is
unenforceable or otherwise not applicable, a court is to
engage in the standard transfer analysis and consider the
parties' private interests and other public interest
factors. See Atl. Marine, 134 S.Ct. at 581 n.6
(citing Piper Aircraft Co. v. Reyno, 454 U.S. 235,
241 n.6 (1981). A valid forum selection clause alters this
analysis by precluding the court from giving weight to the
plaintiff's choice of forum and from considering the
parties' private interests; a court must instead consider
only arguments about public-interest factors. Id. at
583. A court is also bound by the choice of law provision
“[i]n all but the most unusual circumstances.”
Id.; see Charter Oak Oil Co., Inc. v. Applied
Underwriters, Inc., No. 17-cv-00689, slip op. at 1 (D.
Conn. Sept. 12, 2017) (citing Atl. Marine, 134 S.Ct.
selection clause is enforceable if it satisfies the Second