United States District Court, C.D. Illinois, Rock Island Division
SARA DARROW, District Judge.
Based on the forum selection clause in the parties' agreement, Defendant Monsanto Company ("Monsanto") moves to dismiss Plaintiff Ralph Bertelsen's complaint for improper venue pursuant to Fed.R.Civ.P. 12(b)(3), or to transfer the case pursuant to 28 U.S.C. § 1404(a). Def.'s Mot. Dismiss/Transfer, ECF No. 14. Recently, the Supreme Court held that the latter, and not the former, is the proper vehicle to enforce a forum selection clause. Atl. Marine Constr. Co., Inc. v. U.S. Dist. Court for W. Dist. Tex., 134 S.Ct. 568, 575 (2013) ("We reject petitioner's argument that such a clause may be enforced by a motion to dismiss under 28 U.S.C. § 1406(a) or Rule 12(b)(3) of the Federal Rules of Civil Procedure. Instead, a forum-selection clause may be enforced by a motion to transfer under § 1404(a)."). Therefore, the Motion to Dismiss is DENIED. For the reasons set forth below, the Motion to Transfer is GRANTED.
Bertelsen alleges that he purchased Monsanto corn seed in December, 2010-specifically, YieldGard VT Triple corn seed. Compl. 5, ECF No. 1; see also Pl.'s Resp. to Mot. Dismiss 4, Ex. B, ECF No. 17. He planted the seed in 2011 and treated it with Monsanto's Roundup herbicide, which Monsanto seed is engineered to resist. Compl. 5, ECF No. 1. Bertelsen claims to have lost a portion of his corn crop because it had a glyphosate sensitivity problem-in other words, the corn grown from the YieldGard VT Triple seed did not resist the herbicide. Id. at 5-7.
Monsanto sells, and allows other companies to sell, its patented seeds to growers who agree to a special licensing agreement, the Monsanto Technology/Stewardship Agreement ("MTSA"). Def.'s Mot. Dismiss/Transfer 2, ECF No. 14. The agreement contains a forum selection clause. Def's Mot. Dismiss/Transfer Ex. A at 1, ECF No. 14-1. In the 2003 version of the MTSA, which Bertelsen signed, the forum selection clause states:
FORUM SELECTION FOR NON-COTTON-RELATED CLAIMS MADE BY GROWER AND ALL OTHER CLAIMS. THE PARTIES CONSENT TO THE SOLE AND EXCLUSIVE JURISDICTION AND VENUE OF THE U.S. DISTRICT COURT FOR THE EASTERN DISTRICT OF MISSOURI, EASTERN DIVISION, AND THE CIRCUIT COURT OF THE COUNTY OF ST. LOUIS, MISSOURI, (any lawsuit must be filed in St. Louis, MO) FOR ALL CLAIMS AND DISPUTES ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENT AND THE USE OF THE SEED OR THE MONSANTO TECHNOLOGIES EXCEPT FOR COTTON-RELATED CLAIMS MADE BY GROWER.
The forum selection clause contained in the 2010 version of the MTSA does not differ from the foregoing language in any material respect. See Pl.'s Resp. to Mot. Dismiss 4, Ex. F, ECF No. 17; see also Reply in Supp. Mot. Dismiss Ex. 2, ECF No. 19. Under the heading "GENERAL TERMS, " the 2003 MTSA also states in relevant part, "This Agreement will remain in effect until either you or Monsanto choose to terminate the Agreement." Def's Mot. Dismiss/Transfer Ex. A at 2, ECF No. 14-1.
I. Validity of the Forum-Selection Clause
When a party seeks transfer under 28 U.S.C. § 1404(a) pursuant to a forum-selection clause, federal law governs the question of the clause's validity. See IFC Credit Corp. v. Aliano Bros. Gen. Contractors, Inc., 437 F.3d 606, 608 (7th Cir. 2006). "[F]ederal courts are friendly to the use of forum selection clauses to determine which federal district court shall host a case, " id., and such clauses are presumed valid and enforceable unless the resisting party can show that:
"(1) its incorporation into the contract was the result of fraud, undue influence, or overweening bargaining power; (2) the selected forum is so gravely difficult and inconvenient that the complaining party will for all practical purposes be deprived of its day in court; or (3) its enforcement would contravene a strong public policy of the forum in which the suit is brought, declared by statute or judicial decision."
AAR Int'l, Inc. v. Nimelias Enters. S.A., 250 F.3d 510, 525 (7th Cir. 2001) (internal citations and quotations omitted). Bertelsen has not argued, and there is no evidence in the record to suggest, that any of those conditions are present here. Therefore, the clause is presumed valid and enforceable, if it applies to this suit.
Bertelsen argues that this dispute is not governed by either the 2003 or 2010 MTSAs or their respective forum selection clauses. Bertelsen states that the clause in the 2010 MTSA does not apply because he never agreed to it. Pl.'s Resp. to Mot. Dismiss 1, ECF No. 17 ("I did not sign or agree to a 2010 MSTA [sic]."). The Court finds it unnecessary to decide whether Bertelsen agreed to the terms of the 2010 MTSA for two reasons. First, as explained below, the Court finds that the 2003 forum selection clause is broad enough in scope to apply to this suit. Second, the forum selection clause contained in the 2010 version of the MTSA is identical in all material respects to the 2003 version, so the Court need not determine which MTSA will ultimately govern Bertelsen's particular cause of action. That question is more appropriately left to the transferee court because it goes to the case's merits.
The remaining question, then, is whether the presumptively valid and enforceable forum selection clause in the 2003 MTSA applies to this suit. Bertelsen raises two issues on this point: (1) whether the 2003 MTSA is "expired, " and (2) whether this dispute falls within the scope of the ...