MARK FALK, Magistrate Judge.
Pro se Defendant Jonathan Kerr has moved to transfer venue to the United States District Court for the District of Connecticut. [CM/ECF No. 8.] Plaintiff has opposed the motion. For the reasons that follow, Defendant's motion is
Plaintiff Hawthorn Suites Franchising, Inc. ("HSF") is a corporation with its principal place of business in New Jersey. (Compl., ¶ 1.) Defendant Meriden One Lodging, LLC ("Meriden One") is a corporation with its principal place of business in Connecticut. (Compl., ¶ 2.) Defendant Jonathan Kerr ("Kerr") is a Connecticut citizen and a principal of Meriden One. (Compl., ¶¶ 3-4.)
On March 4, 2011, Meriden One entered into a License Agreement ("License Agreement") with HSF for the operation of a 106-room guest lodging facility in Meriden, Connecticut. (Compl., ¶ 9.) On the same day, Kerr executed a Guaranty pursuant to which he agreed to guaranty the obligations of Meriden One under the License Agreement. (Compl., ¶ 20.)
On October 4, 2013, Plaintiff filed the Complaint in this matter alleging various breaches of the License Agreement and Guaranty. The Complaint asserts venue is proper in New Jersey pursuant to section 13(M) of the License Agreement which provides:
(Compl., ¶ 8; License Agreement, attached as Exhibit A to Complaint, section 13(M).) The operative language contained in the Guaranty signed by Kerr governing jurisdiction and venue is virtually identical to the language contained in the License Agreement. (Guaranty, attached as Exhibit C to Complaint.)
In a one page document, Kerr now requests a "change of venue" to the United States District Court for the District of Connecticut. [CM/ECF No. 8.] Kerr maintains that the case should be transferred because "[s]everal meetings with [Plaintiff] and "[e]xecution and delivery of documents" were conducted in Connecticut. (
Plaintiff contends that venue is proper in New Jersey. Plaintiff argues that the forum selection provision contained in the License Agreement and Guaranty should be enforced. Plaintiff also contends that, independent of the forum selection provision, the case is properly venued here. The Court agrees.
Forum selection clauses are entitled to great weight and are presumptively valid.
The forum selection provision governing venue is enforceable. Defendants agreed to be subject to the jurisdiction and venue of a court selected by Plaintiff closest to its principal business address which, in this instance, is New Jersey. Defendants further waived any right to claim that venue is improper for any reason. Consent to venue clauses, such as the one in the License Agreement and Guaranty, are routinely upheld, including in the franchise litigation context.
Moreover, Kerr makes no allegations or showing whatsoever that the forum selection clause was the product or fraud or overreaching, violative of public policy, or so gravely difficult that it would essentially deprive him of his day in court.
Section 1404(a) provides broad authority to transfer a case to another district "where it may have been brought," when doing so is "in the interest of justice" and serves "the convenience of parties and witnesses." 28 U.S.C. § 1404(a). The decision to transfer a case under Section 1404(a) is a highly discretionary one.
The transfer statute expressly identifies certain criteria for a court to consider: convenience of parties, convenience of witnesses, and the interests of justice. The Third Circuit articulated a more comprehensive list of public and private concerns implicated by § 1404(a) including: plaintiff's original choice of venue; defendant's forum preference, where the claim arose; convenience of the parties in light of their financial and physical condition; and the availability of witnesses in each of the fora.
The transfer analysis under 1404(a) differs "when the parties' contract contains a valid forum-selection clause, which `represents the parties' agreement as to the most proper forum.'"
A Section 1404(a) analysis does not support transfer. Because the License Agreement and Guaranty contained a valid forum-selection clause effectively designating New Jersey as the appropriate forum, the Court finds that the private interest factors weigh against transfer.
The party seeking a transfer has an obligation to support its motion with affidavits and other documentation, including specific declarations detailing the testimony of relevant witnesses outside the subpoena power of this Court.
Conversely, Plaintiff has chosen this forum, Defendants have contractually consented to venue here, Plaintiff's principal place of business is located here, and the case is already proceeding here.
For the reasons set forth above, Defendant Kerr's motion to transfer [CM/ECF No. 8] is