United States District Court, N.D. Illinois, Eastern Division
MEMORANDUM OPINION AND ORDER
W. DARRAH, United States District Court Judge.
James Richmond filed a Nationwide Collective Action Complaint
against Defendant 20/20 Communications, Inc., alleging
violations of the Fair Labor Standards Act
(“FLSA”), 29 U.S.C. §§ 201 et
seq. Defendant filed a Motion for Transfer of Venue 
based on a forum-selection clause in Plaintiff's
employment agreement. For the reasons stated below,
Defendant's Motion  is granted.
is a resident of Illinois and was a “Field Sales
Manager” employed by Defendant. Defendant is a foreign
corporation that is primarily engaged in the business of
providing outsourced sales/marketing, merchandising, and
training services to corporate clients. Plaintiff, and other
members of the proposed class, was assigned to
Defendant's account for Samsung and was paid a salary.
Plaintiff alleges that he was required to work in excess of
forty hours a week without receiving overtime compensation.
Plaintiff and Defendant entered into an employment agreement
titled, “Agreements” (the “Employment
Agreement”). The Employment Agreement also incorporates
a Mutual Arbitration Agreement by reference.
forum-selection clause “may be enforced through a
motion to transfer under § 1404(a).” Atl.
Marine Const. Co. v. U.S. Dist. Court for W. Dist. of
Texas, 134 S.Ct. 568, 579 (2013). When a defendant files
a motion to transfer pursuant to a mandatory forum-selection
clause, “a district court should transfer the case
unless extraordinary circumstances unrelated to the
convenience of the parties clearly disfavor a
transfer.” Id. at 575. The plaintiff bears the
burden of establishing that a transfer is unwarranted.
Id. at 581. When evaluating a motion to transfer
pursuant to a forum-selection clause: (1) the plaintiff's
choice of forum is given no weight; (2) private-interest
factors are given no weight, as the court may only consider
public-interest factors; and (3) a § 1404(a) transfer
based on a forum-selection clause does not carry with it the
original venue's choice-of-law rules. Atl.
Marine, 134 S.Ct. at 581-83.
Employment Agreement contained a mandatory forum-selection
clause, which requires this action to be transferred to the
United States District Court for the Northern District of
Texas. Plaintiff's Employment Agreement contained the
Any litigation or proceeding that may be brought by either
party involving the enforcement of these Agreements or the
rights, duties, or obligations of any party to these
Agreements shall be brought exclusively in Tarrant County in
the state of Texas. Employee hereby consents to jurisdiction
and venue in Tarrant County, Texas as consideration for these
(Dkt. 47-1, p. 12.) Defendant argues the clause should be
enforced. Mandatory forum-selection clauses are valid and
enforceable under both Illinois and federal law. Muzumdar
v. Wellness Int'l Network, Ltd., 438 F.3d 759, 761
(7th Cir. 2006) (citing IFC Credit Corp. v. Aliano Bros.
Gen. Contractors, Inc., 437 F.3d 606 (7th Cir. 2006)).
Forum-selection clauses are valid unless it can be clearly
shown “that enforcement would be unreasonable and
unjust, or that the clause was invalid for such reasons as
fraud or overreaching.” Id. at 762 (quoting
The Breman v. Zapata Off-Shore Co., 407 U.S. 1, 15
first argues that the forum-selection clause does not apply
to his FLSA claims because the forum-selection clause only
applies to the Agreements. This is not persuasive. The
employee contract clearly states that the forum-selection
clause covers “[a]ny litigation or proceeding that may
be brought by either party involving the enforcement of these
Agreements or the rights, duties or obligations of any
party to these Agreements.” (Dkt. 47-1, p. 12)
(emphasis added). Plaintiff is alleging that Defendant had a
duty to pay overtime wages, and it is not disputed that both
are parties to the agreement. Plaintiff's argument that
the only pertinent venue provision is the one in the Mutual
Arbitration Agreement is similarly misplaced. If that were
the case, then the Mutual Arbitration Agreement also requires
Plaintiff to arbitrate instead of filing the present lawsuit.
Further, the Mutual Arbitration Agreement's integration
clause states that the Mutual Arbitration Agreement “is
the complete agreement between the parties on the subject
of arbitration and supersedes any other understanding on the
subject.” (Dkt. 55-2, ¶ 9) (emphasis added).
The Mutual Arbitration Agreement is not the complete
agreement between the parties on the subject of litigation.
then argues that transfer is inappropriate under 42 U.S.C.
§ 1404(a) and argues that Defendant has not shown that
compelling circumstances exist to justify transfer. However,
Defendant seeks transfer pursuant to a forum-selection
agreement, which requires Plaintiff to show that
extraordinary circumstances unrelated to the convenience of
the parties establish that transfer is unwarranted. See
Atl. Marine, 134 S.Ct. at 575, 581. Plaintiff contends
that transfer is unwarranted because enforcement of the
forum-selection clause would be unjust. The Employment
Agreement incorporates the Mutual Arbitration Agreement,
Except as provided below, Employee and Employer, on behalf of
their affiliates, successors, heirs, and assigns, both agree
that all disputes and claims between them, including
those relating to Employee's employment with Employer and
any separation therefrom, and including claims by Employee
against Employer's subsidiaries, affiliates, directors,
employees, or agents, shall be determined exclusively by
final and binding arbitration before a single, neutral
arbitrator as described herein, and that judgment upon the
arbitrator's award may be entered in any court of
competent jurisdiction. Claims subject to arbitration under
this Agreement include without limitation claims for
discrimination, harassment, or retaliation; wages,
overtime, benefits, or other compensation; breach of any
express or implied contract; violation of public policy;
personal injury; and tort claims including defamation, fraud,
and emotional distress. Except as expressly provided herein,
Employer and Employee voluntarily waive all rights to trial
in court before a judge or jury on all claims between them.
(Dkt. 55-2, ¶ 1) (emphasis added). Plaintiff's
arbitration would be held in the Northern District of
Illinois, as the Mutual Arbitration Agreement states that
arbitration “will be held in or near the city in which
Employee is or was last employed by Employer.”