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DynCorp International LLC v. MD Helicopters Inc.

United States District Court, N.D. Alabama, Northeastern Division

January 18, 2019

DYNCORP INTERNATIONAL, LLC Plaintiff,
v.
MD HELICOPTERS, INC . Defendant.

          MEMORANDUM OPINION AND ORDER

          LILES C. BURKE UNITED STATES DISTRICT JUDGE

         Before the Court is defendant MD Helicopters, Inc. (“MDHI”), Motion to Transfer Venue Under 28 U.S.C. § 1404(a). (Doc. 15). According to MDHI, the present case should be transferred to the United States District Court for the District of Arizona based on a forum-selection clause contained in its contract with the plaintiff. For the reasons that follow, this Court finds that the motion is due to be DENIED.

         Background

         For the purposes of this memorandum, a detailed explanation of the parties' controversy is unnecessary. It is sufficient to explain that the Department of the Army awarded a p rime contract to MDHI under which MDHI was to provide logistics and support to the Afghanistan Air Force. In turn, MDHI entered into a subcontract (“the Subcontract”)[1] with DynCorp International (“DI”) for supplies and services to be used in connection with MDHI's performance under its contract with the Army. DI has sued MDHI alleging, among other things, breach of the Subcontract.

         As noted, the Subcontract contained a forum-selection clause which provides, in pertinent part:

BUYER and SELLER[2] agree to timely notify each other of any claim, dispute or cause of action arising from or related to this Subcontract, and to negotiate in good faith to resolve any such claim, dispute or cause of action. To the extent such negotiations fail, BUYER and SELLER agree that any lawsuit or cause of action that arises from or is related to this Subcontract may be filed with and litigated only in a court of competent jurisdiction within the state from which this Agreement was issued.

(Doc. 15-2, p. 24)(Emphasis added). The Subcontract does not specifically identify Arizona or Alabama as the state in which any disputes must be resolved. Rather, the clause provides that the forum court will be “within the state from which [the Subcontract] was issued.” Id. In its motion to transfer, MDHI argues that the Subcontract was “issued” from its corporate headquarters in Arizona. Therefore, MDHI says, the forum-selection clause dictates that this action be brought in the United States District Court for the District of Arizona.

         DI argues that the Subcontract was “issued” in Alabama. In support of that contention, DI states, among other things, that DI's work on the Subcontract was managed from Alabama, that the Subcontract was negotiated by the parties in Alabama, and that the Subcontract was signed by DI in Alabama before being emailed back to MDHI's headquarters in Arizona. Additionally, DI notes that the U.S. Army Contracting Command, who issued the prime contract to MDHI, is based in Alabama. DI also argues that the forum-selection clause is ambiguous .

         The Subcontract contains two other provisions that inform this Court's decision. First, the Subcontract contains a provision entitled “No Interpretation Against Drafter, ” which provides:

This Subcontract is the product of negotiations between the Parties and their respective counsel. Any rules of construction relating to interpretation against the drafter of an agreement shall not apply to this Subcontract and are expressly waived by Parties.

(Doc. 15-2, p. 29). It is undisputed that MDHI drafted the Subcontract. Second, the Subcontract contains a choice-of-law provision, which provides: “ [t]his Subcontract and all matters arising from or related to it shall be governed by and construed in accordance with the laws of the State of New York, excluding its choice of law rules ….” (Doc. 15-2, p. 19).

         Discussion

         In its initial motion, MDHI appears to be operating under the premise that the forum-selection clause specifically and unambiguously identified the United States District Court for the District of Arizona as the proper court in which to bring a cause of action arising out of a dispute regarding the Subcontract. MDHI cites several cases for the proposition that forum-selection clauses should generally be enforced. See (doc. 15), citing M/S Bremen v. Zapata Off-Shore Co., 407 U.S. 1, 15 (1972)(forum selection clauses are enforceable in the absence of extraordinary circumstances); P & S Business Machines, Inc. v. Canon USA, Inc., 331 F.3d 804, 808 (11th Cir, 2003)(forum-selection clauses are enforceable where the parties are experienced professionals who negotiate freely and fairly); and Carnival Cruise Lines, Inc. v. Shute, 499 U.S. 585, 589, 592 (1991)(enforcing forum-selection clause would not be so unreasonable or inconvenient so as to deprive a party of their day in court).

         However, in each of the above-cited cases, the forum-selection clause was clear and unambiguous. See M/S Bremen v. Zapata Off-Shore Co., 407 U.S. at 2(“‘Any dispute arising must be treated before the London Court of Justice.'”); P & S Business Machines, Inc. v. Canon USA, Inc., 331 F.3d at 806-7(suits between the parties “shall be brought exclusively in a state or federal court situated within the state of California.”); and Carnival Cruise Lines, Inc. v. Shute, 499 U.S . at 587-88(all suits shall be litigated ...


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