United States District Court, W.D. Arkansas
ORDER
CHARLES B. GOODWIN UNITED STATES DISTRICT JUDGE
Now
before the Court is Defendants' Motion to Dismiss (Doc.
No. 4), filed on November 27, 2018. Plaintiffs have responded
in opposition (Doc. No. 13), and Defendants have replied
(Doc. No. 16). Upon consideration of the parties'
submissions, the Court orders that the action be transferred
to the United States District Court for the Western District
of Arkansas.
BACKGROUND
In this
lawsuit, it is alleged that in October 2017 Plaintiff Anish
Hotels Group (“Anish Hotels”), an Oklahoma
limited liability company, entered into a construction
contract with Defendant CR Crawford Construction (“CR
Crawford”), a foreign limited liability company,
related to the construction of a Fairfield Inn Hotel in
downtown Oklahoma City. See Pet. (Doc. No. 9-2) at
1-2. The real property designated as the site of construction
is owned by Plaintiff OKCDT Enterprise (“OKCDT”).
Id. at 1. OKCDT and Anish Hotels are affiliates and
share the same sole member and manager, Aniketan Patel.
Defs.' Mot. at 5; Doc. Nos. 6, 7. To finance the
hotel's construction, OKCDT obtained a loan from Security
National Bank of Enid, N.A., which was secured by a mortgage
covering the real property. Pet. at 2.
In
August 2018, a dispute arose between CR Crawford and Anish
Hotels regarding additional payments CR Crawford claimed were
due under the contract. Alleging material breach, CR Crawford
suspended its construction work on the hotel. Id. at
3. On September 18, 2018, CR Crawford filed a Material and
Mechanic's Lien Statement against the hotel property in
the amount of $1, 310, 243.10. Id. Defendants allege
that on that same date, CR Crawford filed suit against Anish
Hotels and other defendants in Washington County Circuit
Court in Fayetteville, Arkansas, for breach of
contract.[1] See Defs.' Mot. at 3;
Defs.' Mot. Ex. 2 (Doc. No. 4-2) at 1. CR Crawford has
since added OKCDT as a defendant in that action. Pl.'s
Resp. at 3.
Plaintiffs
Anish Hotels and OKCDT filed the instant action on October
31, 2018, in the Oklahoma County District Court against
Defendants CR Crawford, Cody Crawford, Jason Keathley, and
Scott Stokenbury. See Pet. at 1. In this action,
Plaintiffs seek a declaratory judgment that the amount CR
Crawford claimed in the Material and Mechanic's Lien
Statement was substantially incorrect, cancelation of the
lien pursuant to title 42, section 177 of the Oklahoma
Statutes, and an order directing CR Crawford to amend its
lien statement to reflect only undisputed charges due under
the contract.
Plaintiffs
additionally seek actual and special damages allegedly
incurred due to CR Crawford's actions, including damages
for slander of title and intentional interference with
contractual relations. See Pet. at 1, 7.
Defendants
removed the case on November 19, 2018, asserting that this
Court has diversity jurisdiction pursuant to 28 U.S.C. §
1332. See Notice of Removal (Doc. No. 1) at 1; Am.
Notice of Removal (Doc. No. 9) at 1. Defendants moved for
dismissal of the action pursuant to Rule 12(b)(3) of the
Federal Rules of Civil Procedure and the doctrine of
forum non conveniens.[2]
DISCUSSION
A.
Motion for Dismissal under Rule 12(b)(3) of the Federal Rules
of Civil Procedure
Defendants
contend that venue is improper due to a valid and enforceable
forum selection clause (referred to herein as the
“Forum Selection Clause”) contained in the
construction contract executed by Anish Hotels and CR
Crawford. See Defs.' Mot. at 4-11; see
also Pet. at 15-29 (Agreement). The Forum Selection
Clause provides, in its entirety:
This agreement shall be construed in accordance with the laws
of the State of Arkansas. The exclusive venue for the
litigation of any disputes arising hereunder or related to
shall be either Washington County Circuit Court or United
States District Court, Western District of Arkansas,
Fayetteville Division. By executing this Agreement[, ] [Anish
Hotels] hereby voluntarily, knowingly and intentionally
submits itself to the personal jurisdiction of the courts
referenced herein for the purpose of litigating any and all
disputes with [CR Crawford] related to the Agreement.
Pet. at 26; see also Id. at 15; Defs.' Mot. Ex.
1 (Doc. No. 4-1) at 12. Based upon this provision, Defendants
seek dismissal under Rule 12(b)(3) of the Federal Rules of
Civil Procedure and the doctrine of forum non
conveniens. See Defs.' Mot. at 2.
The
Court evaluates Defendants' request to enforce the Forum
Selection Clause under the teachings of Atlantic Marine
Construction Co., Inc. v. United States District Court for
the Western District of Texas, 571 U.S. 49 (2013). In
Atlantic Marine, the Supreme Court held that because
venue in a federal district court is determined by the
applicable statutory factors (typically those set forth in 28
U.S.C. § 1391(b)), a forum selection clause restricting
suit to another jurisdiction “does not render venue in
a court ‘wrong' or ‘improper' within the
meaning of [28 U.S.C.] § 1406(a) or Rule
12(b)(3).” Id. at 59. Thus, a proper
“mechanism for enforcement of forum-selection clauses
that point to a particular federal district” is a
motion to transfer under 28 U.S.C. § 1404(a), and the
“appropriate way to enforce a forum-selection clause
pointing to a state or foreign forum is through the doctrine
of forum non conveniens.” Id. at 59,
60; see also Niemi v. Lasshofer, 770 F.3d 1331, 1351
(10th Cir. 2014).
Plaintiff's
allegations are plainly sufficient to satisfy the
requirements set forth in 28 U.S.C. § 1391(b) to locate
venue in the Western District of Oklahoma. See Pet.
at 2 (“This action involves real property located in
Oklahoma County, Oklahoma. . . . [T]he acts and omissions
complained of . . . occurred in Oklahoma County,
Oklahoma.”); 28 U.S.C. § 1391(b)(2). Accordingly,
dismissal pursuant to Federal Rule of Civil Procedure
12(b)(3) or 28 U.S.C. § 1406(a) due to improper venue is
not supported by reference to the cited Forum Selection
Clause. See Fed. R. Civ. P. 12(b)(3); Atl.
Marine, 571 U.S. at 55-56, 59. The Court denies
Defendants' request for dismissal pursuant to Rule
12(b)(3) of the Federal Rules of Civil Procedure.
B.
Transfer under 28 ...