United States District Court, N.D. Illinois, Eastern Division
NAVMAN WIRELESS NORTH AMERICA, LTD. Plaintiff,
TEXAS OILFIELD SERVICES, LLC Defendant.
Der-Yeghiayan United States District Court Judge.
matter comes before the court on Defendant TFS Oilfield
Services' (TFS) motion to transfer and motion to dismiss
for improper venue. For the following reasons, the motion to
transfer is denied and the motion to dismiss for improper
venue is denied.
October 13, 2015, Plaintiff Navman Wireless North America
Ltd. (Navman) and TFS allegedly entered into an Agreement for
Navman to install vehicle tracking units (VTU) to TFS'
trucking fleet. In exchange, TFS would allegedly receive
subscription services from Navman. Navman alleges that TFS
failed to compensate Navman for providing these services and
installing the VTU equipment. Navman filed a complaint in
state court alleging a claim for a breach of contract against
TFS. TFS then removed the cause of action to federal court.
TFS now moves to dismiss the cause of action for improper
venue under Federal Rule of Civil Procedure 12(b)(3)(Rule
12(b)(3)) or transfer the action under 28 U.S.C. § 1404.
defendant may move to dismiss the complaint pursuant to the
Federal Rule of Civil Procedure 12(b)(3)(Rule 12(b)(3)) for
improper venue. In ruling on a motion to dismiss under Rule
12(b)(3), "all conflicts in the affidavits and
depositions submitted by the parties must be resolved in
favor of the plaintiff." Deluxe Ice Cream Co. v.
R.C.H. Tool Corp., 726 F.2d 1209, 1215 (7th Cir.1984). A
district court may transfer an action to another district
where the action might have been brought pursuant to 28
U.S.C. § 1404(a) (Section 1404(a)) "[f]or the
convenience of parties and witnesses, " and if it is
"in the interest of justice . . . ." 28 U.S.C.
§ 1404(a). In order to transfer a case, the transferor
court must first find that: (1) venue is proper in the
transferor district, see Coffey v. Van Dorn Iron
Works, 796 F.2d 217, 219 (7th Cir. 1986) (stating that a
court "in which a suit is filed with proper venue"
may transfer an action pursuant to § 1404(a)), and (2)
venue is proper in the transferee district. See 28
U.S.C. § 1404(a)(stating that transfer can only be made
to a district in which the action "might have been
Motion to Dismiss
argues that the court should dismiss the cause of action for
improper venue because the forum selection clause in the
Agreement is invalid and unenforceable. In "contracts
containing a choice of law clause, the law designated in the
choice of law clause is used to determine the validity of the
forum selection clause." Jackson v. Payday Fin.,
LLC 764 F.3d 765 (7th Cir. 2014). The parties agree that
the contract contains a choice of law provision stating that
Illinois law governs the agreement. Under Illinois law,
"[a] forum selection clause in a contract is prima
facie valid and should be enforced unless the opposing
party shows that enforcement would be unreasonable under the
circumstances." IFC Credit Corp. v. Rieker Shoe
Corp., 881 N.E.2d 382, 389 (Ill.App.Ct. 2007). This is
only true for "agreements] reached through
arm's-length negotiation between experienced and
sophisticated business people." Jackson v. Payday
Financial LLC 764 F.3d 765, 777 (7th Cir. 2014). A forum
selection clause included in "boilerplate language
indicates unequal bargaining power, and the significance of
the provision is greatly reduced." Id. To
determine reasonableness, Illinois courts typically have
looked to six factors: "(1) the law that governs the
formation and construction of the contract; (2) the residency
of the parties; (3) the place of execution and/or performance
of the contract; (4) the location of the parties and their
witnesses; (5) the inconvenience to the parties of any
particular location; and (6) whether the clause was equally
bargained for." Id. The court must consider
these factors in determining whether the forum selection
clause is reasonable. Id.
Law That Governs the Formation and Construction
of the Contract.
parties agree that Illinois law governs the formation and
construction of the contract. Therefore, this factor weighs
in favor of finding the forum selection clause enforceable.
Residency of the Parties.
contends that its residency is in Houston, Texas and argues
that such fact weighs in favor of transferring the action to
the Southern District of Texas. TFS contends that it is
headquartered in Texas and alleges that essentially its
entire operations take place in Texas. Navman contends that
it is a Delaware corporation, with its principal place of
business in Illinois. Based on the above facts, a transfer to
the Southern District of Texas would simply shift the alleged
inconvenience from TFS to Navman. Accordingly, this factor
weighs in favor of finding the forum selection clause
C.Place of Execution and Performance of ...