United States District Court, N.D. Alabama, Northeastern Division
MEMORANDUM OPINION AND ORDER
C. BURKE UNITED STATES DISTRICT JUDGE
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.
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”) 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.
noted, the Subcontract contained a forum-selection clause
which provides, in pertinent part:
BUYER and SELLER 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.
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 .
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).
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).
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