that Shore was somehow fraudulently coerced into signing a sales agreement with unknown terms. Shore has failed to show that the clause was not freely bargained for, or that it was a victim of fraud or overreaching by CMI. Given that the clause is valid, plaintiff has the burden to show why it should not be bound by its terms. Thus, plaintiff must show that the relevant private and public interests weigh against transfer.
Plaintiff fails to show that the private interest factors weigh strongly against transferring the case out of the District of New Jersey. The first private interest factor is plaintiff's forum preference. Because the contract includes a valid forum selection clause, plaintiff's choice is not accorded its usual deference. Therefore, this factor does not weigh against transfer. The second factor, defendant's forum preference, is accorded significant weight because it is consistent with the forum selection clause.
Next, we must determine whether plaintiff has demonstrated that the relative physical and financial condition of the parties renders transfer inappropriate. Plaintiff and defendant are both corporate entities, presumably with equivalent resources. Plaintiff has not offered evidence that it is financially or physically unable to attend proceedings in Oklahoma. Moreover, plaintiff has not even shown that there is a financial disparity between the parties that renders transfer inappropriate. We conclude, therefore, that plaintiff has failed to show that this factor weighs against transfer.
The remaining private interests consider the location of the relevant witnesses and documents. Shore claims that the witnesses and documents pertaining to the defective condition of the equipment are located in New Jersey. See Pl. Br. at 6. However, plaintiff offers no further details about the content of these documents or the identity of the witnesses. Defendant contends that many of the witnesses and documents are located in Oklahoma. Defendant offers specifics about the identity of the relevant witnesses: the people who built the machine, the technicians who serviced the machine, the salespersons and customer service representatives who dealt with Shore, and the relevant service manuals and designs are all located in Oklahoma. See Def. Br. at 7. Moreover, plaintiff has not offered evidence that the New Jersey witnesses would be unavailable for trial in Oklahoma. Likewise, plaintiff has not shown that the documents and records in New Jersey could not be produced in Oklahoma. Shore merely notes that the equipment is located in New Jersey and "cannot easily be moved." Pl. Br. at 6. However, Shore does not claim that it would be impossible to move the equipment to Oklahoma. Nor does plaintiff explain why it would even be necessary for the product to travel to Oklahoma. In fact, defendant specifically states that any inspections could be conducted at plaintiff's place of business, thereby eliminating the relevance of the product's mobility. Thus, plaintiff has failed to carry its burden on any of the private interest factors.
Plaintiff has also failed to meet its burden of persuasion on the public interest factors. Plaintiff offers no arguments as to the enforceability of the judgment, the relative administrative difficulty in the two fora, the local interest in deciding this controversy, a particular public policy that would be served by deciding the case in New Jersey, or the familiarity of the judge with the applicable state law in diversity cases. Nevertheless, we will discuss each one of these factors.
The enforceability of the judgment does not cut against transfer. Although the equipment is located in New Jersey, if an Oklahoma court had jurisdiction over the parties, as it would here (plaintiff does not question jurisdiction), the Oklahoma court could properly enforce any judgment against these parties in any federal court. See 28 U.S.C. § 1963 ("A judgment . . .entered in any district court [that is registered in any other district] shall have the same effect as a judgment of the district court of the district where registered and may be enforced in like manner."). Second, both Oklahoma and New Jersey have equivalent local interests in enforcing the sales agreement, as it involves citizens from both states. Thus, this factor is neutral.
Although we do not have statistics to compare the relative administrative difficulties between New Jersey and Oklahoma, we are confident that because this case is a straightforward diversity contract case, the additional administrative difficulties are not likely to overwhelm either court's resources. See DiMark Mktg., Inc. v. Louisiana Health Serv. & Indem. Co., 913 F. Supp. 402, 409 (E.D. Pa. 1996). Therefore, this factor is also neutral.
If we were to consider familiarly with the applicable state law, this factor weighs in favor of transfer. The contract contains the following clause: "This Agreement. . .shall be construed and enforced in accordance with the laws of the State of Oklahoma." See Def. Ex. A at 2, P 11. A district judge in New Jersey would be less familiar with Oklahoma law than a federal judge in Oklahoma. Finally, as to the practical considerations that could make the trial easy, expeditious, or inexpensive, plaintiff has not shown that it would be any more expensive for the New Jersey witnesses and documents to travel to Oklahoma than for the Oklahoma witnesses and documents to travel to New Jersey. Therefore, this factor is neutral.
Shore has failed to overcome enforcement of the forum selection clause. Plaintiff has failed to show that the § 1404(a) factors weigh strongly against transfer to Oklahoma. Accordingly, defendant's motion to transfer the case to the Western District of Oklahoma is granted.
Venue in New Jersey is proper pursuant to 28 U.S.C. § 1391. Accordingly, defendant's motion to dismiss based on improper venue is denied. Likewise, defendant's motion to transfer the case pursuant to 28 U.S.C. § 1406 is also denied. Defendant's motion to transfer pursuant to 28 U.S.C. § 1404(a) is granted. Therefore, this case is transferred to the Western District of Oklahoma, pursuant to the terms of the freely bargained for contractual forum selection clause. An appropriate order will issue on even date herewith.
Dated: MAY 12, 1997
JOSEPH E. IRENAS, U.S.D.J.