OPINION & ORDER

[Resolving Doc. 11]

JAMES S. GWIN, District Judge.

In this case, Plaintiff FirstMerit Corporation alleges that Defendant Ryan Craves, its former employee, has breached the confidentiality and non-compete portions of his employment contract. Plaintiff further alleges that Defendant Chemical Bank, Craves' new employer, has encouraged this behavior and has tortiously interfered with FirstMerit's business.

FirstMerit brings its claims in this Court on the basis of diversity jurisdiction—FirstMerit is an Ohio corporation, while Craves is a Michigan resident and Chemical Bank is a Michigan corporation.1 Defendants have moved to dismiss the complaint or, in the alternative, transfer the case to the Eastern District of Michigan.2 They argue that the Northern District of Ohio is either not a proper venue or, in the alternative, is not the best forum for adjudicating this dispute. Plaintiff opposes.3

For the reasons stated below, the Court DENIES the motion to dismiss, and DENIES the motion to transfer.

I. Background

Defendant Ryan Craves worked as a business banker for Plaintiff FirstMerit Corporation from April 2013 until March 2014.4 As a condition of his employment, he was required to sign a contract that, among other things, prohibits him from "solicit[ing], engag[ing], or interfer[ing] with any FirstMerit" customer or employee relationship for one year after his termination.5 The contract also contains a confidentiality agreement that prohibits him from disclosing any "proprietary information or trade secrets of FirstMerit . . . .".6

In March 2014, Craves left FirstMerit, and later that month began working for Defendant Chemical Bank in a similar position to the one he held at FirstMerit.7 FirstMerit alleges that Craves has since violated the terms of his contract. Specifically, FirstMerit says Craves has convinced five customers of FirstMerit to move their business to Chemical Bank, and has used the proprietary information and trade secrets he learned at FirstMerit to do so.8 FirstMerit also says Craves has convinced another former FirstMerit employee, Marc Cesere, to leave FirstMerit and join him at Chemical Bank.9 Finally, FirstMerit alleges that Chemical Bank has "not only permitted, but encouraged Craves to breach his agreement . . . ."10

II. Motion to Dismiss

"In analyzing venue under § 1391(b)(2) in actions involving contract disputes, courts look to (1) where the contract was negotiated and executed, (2) where the contract was performed, and (3) where the alleged breach occurred."13 The state where a contract was made can be a proper venue for a lawsuit that deals with that contract.14 In deciding where venue is proper, "[c]ourts may also consider where the effects of a defendant's alleged breach are experienced."15

There is no doubt here that Craves was and is employed in Michigan, that Chemical Bank is a Michigan company, and that the customers and employee he is alleged to have improperly solicited are all in Michigan.16 On the other hand, the contract itself recites that it was "made and entered into in the state of Ohio," includes an Ohio choice of law provision, and one party to it was located in Ohio at the time it was made.17 And the damages FirstMerit allegedly suffers as a result of both Defendants' actions are felt at least in part in Ohio, where FirstMerit is incorporated and headquartered.18 Furthermore, Chemical Bank must have known that Craves had worked for FirstMerit, and thus likely knew that it was risking just this sort of litigation with an Ohio company when it hired him.

Given these facts, the Court concludes that a substantial part of the events giving rise to this action occurred in Ohio. Although a more substantial portion of the events occurred in Michigan, that does not make venue improper here, as more than one district may be proper under § 1391(b)(2). The Court therefore DENIES Defendants' motion to dismiss this suit for improper venue.

III. Motion to Transfer Venue

Defendants next ask that this case be transferred to the Eastern District of Michigan under 28 U.S.C. § 1404, which states: "For 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."19 The Sixth Circuit requires "a district court [to] consider the private interests of the parties, including their convenience and the convenience of potential witnesses, as well as other public-interest concerns, such as systemic integrity and fairness, which come under the rubric of `interests of justice.'"20

Typically, where venue is proper in more than one forum, either party will face some inconvenience no matter which venue is chosen. Consequently, if a change of venue merely shifts the inconvenience from one party to another, a change of venue is generally not warranted.21 "Consistent with that principle, a generalized assertion by a defendant that witnesses reside in, and documents are located in, the proposed transferee district, is generally insufficient to merit transfer."22 Ultimately, "[t]he defendant, because it is the party requesting a transfer of venue, bears the burden of proof to show the factors weigh `strongly' in favor of transfer."23 When a defendant makes such a showing, transfer is appropriate. "But unless the balance is strongly in favor of the defendant, the plaintiff's choice of forum should rarely be disturbed."24

Defendants say that the Eastern District of Michigan is a better forum because the events took place in Michigan, the witnesses and documents are in Michigan, and Michigan has a stronger interest in the case than Ohio.25 Furthermore, Defendants argue that the forum selection clause in Craves' contract with FirstMerit is merely permissive, not mandatory, and thus the Court need not keep the case in order to give it effect.26

FirstMerit responds that the forum selection clause in Craves' contract specifying the Northern District of Ohio as a proper forum for suit overcomes any arguments Defendants make.27 Further, FirstMerit says there is a relatively minor difference in the burden of conducting discovery in one forum versus the other.28

A. Defendant Ryan Craves

A valid forum selection clause generally bars any arguments that litigating in the specified forum would be unduly burdensome.29 "When parties have contracted in advance to litigate disputes in a particular forum, courts should not unnecessarily disrupt the parties' settled expectations. . . . In all but the most unusual cases, therefore, `the interest of justice' is served by holding parties to their bargain."30

The forum selection clause strongly suggests that the claims against Defendant Craves should not be transferred. Although the forum selection clause in this case is merely permissive rather than mandatory (and thus this case is distinguishable from Atlantic Marine), that does not change the analysis. The parties agreed that any "dispute or controversy" between Craves and FirstMerit "arising under or in connection with" the contract could be heard in the Summit County (Ohio) Court of Common Pleas, or in the Northern District of Ohio.31 Given this unambiguous language, the parties must have understood that they could be haled into court in Ohio and be required to litigate there. The Court will hold the parties to this bargain.32

B. Defendant Chemical Bank

Chemical Bank, however, is not a party to the employment contract between Craves and FirstMerit. Generally, a party cannot be bound by a forum selection clause in a contract if it was not a party to the contract.33 There may be an exception if the party is so closely related to the dispute that it is foreseeable that it would be bound, such as a third-party beneficiary of the contract or the directors and officers of a contracting corporation, but no such exception would apply in this case.34 The Court therefore will weigh the private and public interests to determine whether the case against Chemical Bank should be transferred.

The private interests of the parties point toward Michigan as a better forum for this suit, although ultimately not enough so to warrant transfer. Many witnesses will be in Michigan, and the fact that some non-party witnesses will be beyond the subpoena power of the Court weighs in favor of transfer.35 But many of the witnesses undoubtedly will be under the control of either Chemical Bank or FirstMerit, who will be able to compel their presence in either forum. Furthermore, the burden imposed on witnesses to travel from the Eastern District of Michigan to the neighboring Northern District of Ohio to attend any court proceedings will be slight.36 Similarly, although many documents will be in Michigan, some will be in Ohio as well. And since any documents requested through discovery will, in all likelihood, be exchanged electronically, the impact of their location only minimally affects the burden to either party.37

The public interests, on balance, tip slightly in favor of Ohio as a forum for this case. Because of the choice of law provision in Craves' employment contract, Ohio law will likely govern many, if not all, of the claims in this case.38 The citizenship of the parties and the locus of the events points toward Michigan having a slightly greater interest in the outcome of the case. But FirstMerit is an Ohio corporation, giving Ohio its own significant interest. Finally, there is no indication that the case would be resolved more quickly or efficiently in the Eastern District of Michigan than it would be in this Court.39

* * *

FirstMerit's choice of forum is entitled to some deference. Defendants have not demonstrated that the balance of factors so strongly weighs in favor of transfer to overcome this. Accordingly, the Court DENIES Defendants' motion to transfer venue.

IV. Conclusion

For the foregoing reasons, the Court DENIES Defendants' motion to dismiss and DENIES Defendants' motion to transfer venue.

IT IS SO ORDERED.