United States District Court, S.D. Illinois
LISA FEATHER, on behalf of herself, individually, and on behalf of all others similarly situated, and on behalf of the SSM Plan, Plaintiff,
SSM HEALTH CARE, PENSION COMMITTEE FOR THE RETIREMENT PLAN FOR SSM EMPLOYEES, JOHN and JANE DOES 1-40, Members of the Pension Committee for the Retirement Plan for SSM Employees, and JOHN and JANE DOES 21-40, Defendants.
MEMORANDUM AND ORDER
J. ROSENSTENGEL United States District Judge.
matter is currently before the Court on a motion to transfer
venue filed by Defendants (Doc. 33). Defendants also filed a
motion asking the Court to schedule oral arguments on their
motion to transfer (Doc. 34). The Court feels, however, that
oral arguments are not necessary; the transfer request can be
resolved based on the papers already filed by the parties.
Consequently, the motion for oral argument is denied. And,
for the reasons explained below, the motion to transfer venue
SSM Health Care (“SSM”) is a non-profit
corporation that operates a variety of healthcare facilities
and employs over 31, 000 people across Missouri, Illinois,
Wisconsin, and Oklahoma. SSM sponsors three non-contributor
defined benefit pension plans that cover substantially all of
its employees: the Retirement Plan for Employees of SSM
Health Care; the Retirement Plan for Employees of Certain
Illinois Entities Related to SSM Health Care; and the
Retirement Plan for Employees of St. Mary's Hospital
Centralia, Illinois (collectively, the “pension
Lisa Feather was employed for nearly thirty years by SSM at
Good Samaritan Hospital in Mount Vernon, Illinois, and is a
vested participant in SSM's pension plans. She filed this
putative class action in April 2016 on behalf of herself and
all other similarly situated participants in the pension
plans under the Employee Retirement Income Security Act of
1974 (“ERISA”), 29 U.S.C. § 1001, et
seq. She alleges that SSM erroneously and wrongfully
designated its pension plans as “church plans”
that did not need to comply with the requirements of ERISA.
Feather further alleges that SSM violated numerous ERISA
requirements, including failing to provide plan participants
with summary plan descriptions and pension benefits
statements and failing to file annual reports with the
Secretary of Labor. Most seriously, she claims that SSM
underfunded the pension plans by at least $700 million.
response to the complaint, Defendants filed a motion to
transfer venue pursuant to 28 U.S.C. § 1404(a) (Doc.
33). They argue that this case should be transferred to the
United States District Court for the Eastern District of
Missouri because each of the pension plans contains a
mandatory forum selection clause requiring any and all
actions relating to or arising under the plans to be brought
and resolved in that venue (Doc. 33). Feather opposes the
motion to transfer, arguing that the forum selection clauses
are unreasonable and inconsistent with ERISA (Doc. 39).
forum selection clauses at issue each state the following:
Governing Law, Venue Selection. The Plan and the Trust shall
be construed, enforced, and administered and their validity
determined in accordance with the laws of the State of
Missouri except as preempted by federal law. Any action by
any Plan Participant, Beneficiary, or Alternate Payee
relating to or arising under the Plan shall be brought and
resolved only in the state courts in St. Louis County,
Missouri, or the U.S. District Court for the Eastern District
of Missouri. These state or federal courts shall have
personal jurisdiction over any party to an action relating to
or arising under the Plan. Each party shall be responsible
for paying its own attorney's fees.
(Doc. 33-1, p. 79; Doc. 33-2, p. 76; Doc. 33-3, p. 84).
proper mechanism for enforcing a forum selection clause that
points to a particular federal district court is a motion to
transfer under 28 U.S.C. § 1404(a). Atl. Marine
Const. Co. v. U.S. Dist. Court for W. Dist. of Texas,
134 S.Ct. 568, 579-80 (2013); Stewart Org., Inc. v. Ricoh
Corp., 487 U.S. 22, 28-29 (1988). Section 1404(a)
provides that “[f]or the convenience of parties and
witnesses, in the interest of justice, a district court may
transfer any civil action to any other district or division
where it might have been brought or to any district or
division to which all parties have consented.” 28
U.S.C. § 1404(a). In the typical case not involving a
forum-selection clause, a district court considering a §
1404(a) motion must conduct a “flexible and
individualized analysis” that considers and balances
the plaintiff's choice of forum and private-interest
factors, such as convenience to the parties and witnesses,
with public-interest factors, such as efficient
administration of the court system and the relationship of
each community to the controversy. Atl. Marine, 134
S.Ct. at 581; Research Automation, Inc. v.
Schrader-Bridgeport Int'l, Inc., 26 F.3d 973');">626 F.3d 973, 977
(7th Cir. 2010). The party seeking transfer ultimately
bears the burden of proving that the transfer is warranted.
E.g., New York Marine & Gen. Ins. Co. v. Lafarge N.
Am., Inc., 599 F.3d 102, 114 (2d Cir. 2010); Coady
v. Ashcraft & Gerel, 223 F.3d 1, 11 (1st Cir. 2000).
“the calculus changes” when a motion to transfer
is premised on the enforcement of a valid forum-selection
clause. Atl. Marine, 134 S.Ct. at 581. “The
plaintiff's choice of forum merits no weight, ” and
“the plaintiff must bear the burden of showing why the
court should not transfer the case to the forum to which the
parties agreed.” Atl. Marine, 134 S.Ct. at
581. Additionally, the district court cannot weight the
parties' private interests, but must deem such interests
to “weigh entirely in favor of the preselected
forum.” Atl. Marine, 134 S.Ct. at 582. The
court may only consider public interests, and
“[b]ecause public-interest factors will rarely defeat a
transfer motion, the practical result is that forum-selection
clauses should control except in unusual cases.”
Atl. Marine, 134 S.Ct. at 582. Thus, the Court must
first address whether the forum selection clause is valid and
enforceable before deciding whether a transfer is warranted
under § 1404(a).
Validity and Enforceability of the Forum Selection
order to determine whether the forum selection clause is
valid and enforceable, the Court must first identify the
governing law. Neither party explicitly states whether
federal law or state law applies (see Doc. 33; Doc.
39, pp. 4-5; Doc. 40, p. 1 n.3). But if state law applies,
Feather suggests that it should be the law of Illinois ...