United States District Court, D. New Jersey
August 16, 2005.
ADP COMMERCIAL LEASING, LLC and ADP, INC. DEALER SERVICES GROUP, Plaintiffs,
PREFERRED AUTO GROUP, LLC d/b/a LUXURY CARS OF CHARLESTON, Defendant.
The opinion of the court was delivered by: WILLIAM J. MARTINI, District Judge
This matter comes before the Court on plaintiff ADP Commercial
Leasing, LLC's appeal of Magistrate Judge Ronald J. Hedges' Order
dated May 31, 2005 granting a motion to transfer pursuant to
28 U.S.C. § 1404(a) (1988). For the reasons set forth below,
plaintiff's appeal is DENIED, and the Order is AFFIRMED.
On January 21, 2005, ADP, Inc. Dealer Services Group ("ADP,
Inc.") and ADP Commercial Leasing, LLC ("ADP Commercial Leasing")
jointly filed a Complaint in the United States District Court for
the District of New Jersey on diversity grounds alleging
defendant, a South Carolina resident, breached separate contracts
with each plaintiff. The written agreement between defendant and
ADP, Inc., dated on or about October 31, 2003, concerned the
leasing of computer equipment. The written agreement between
defendant and ADP Commercial Leasing, dated on or about February
11, 2004, concerned the servicing/financing of that lease, and
contained a forum-selection clause that stated the defendant
consented to personal jurisdiction in any court in the State of
New Jersey for actions that concerned the agreement. Both
agreements were negotiated and signed in South Carolina, and no
events surrounding the controversy occurred in New Jersey prior
to the filing of the Complaint.
In bringing a joint action, plaintiffs maintained that New
Jersey was a proper venue to litigate both agreements. Plaintiffs
argued that "doing it piecemeal doesn't make sense in this
instance, given [that] those two agreements go hand in hand."
(5/9/05 Transcript ("Tr.") at 7:17-18); "[the written agreements]
both arise out of the same series of events and dealings" (id.
at 11:14-15); and "both agreements pertain to the same essential
transaction" (Pls.' 5/19/05 Supp. Br. at 12).
By Order dated May 31, 2005 Magistrate Judge Hedges transferred
the entire case or controversy between ADP, Inc. and defendant to
South Carolina. Plaintiff does not object to this portion of the
Order. (See Pl.'s Br. at 3). However, plaintiff does object to
that portion of the Order that transfers the controversy between
it and defendant to South Carolina. Plaintiff alleges that the
Magistrate Judge erred by not giving the forum-selection clause
controlling weight in determining proper venue for its dispute
STANDARD OF REVIEW
A district court may reverse a Magistrate Judge's order if it
finds the ruling clearly erroneous or contrary to law. See
28 U.S.C. § 636(b)(1)(A); Fed.R.Civ.P. 72(a); L. Civ. R.
72.1(c)(1)(A). The district court is bound by the clearly
erroneous rule as to findings of fact, while the phrase "contrary
to law" indicates plenary review as to matters of law. Haines v.
Liggett Group Inc., 975 F.2d 81, 91 (3d Cir. 1992). According to
the Supreme Court, "a finding is `clearly erroneous' when
although there is evidence to support it, the reviewing court on
the entire evidence is left with the definite and firm conviction
that a mistake has been committed." United States v. United
States Gypsum Co., 333 U.S. 364, 395 (1948).
Plaintiff raises two arguments on appeal: (1) the Magistrate
Judge erred because a valid and enforceable forum-selection
clause overcomes any argument concerning transfer under § 1404(a); and (2) even if the forum-selection clause is not
dispositive, the Magistrate Judge erred in finding § 1404(a)
factors favored transfer to South Carolina. (Pl.'s Reply Br. at
The defendant replies that the forum-selection clause is not
controlling because the clause does not mandate that venue be in
New Jersey, and § 1404(a) factors weigh in favor of keeping both
disputes together by transferring both to South Carolina. Because
the Magistrate Judge did not err in transferring the dispute
surrounding the February 11, 2004 contract to South Carolina, his
Order shall be affirmed.
The central issue in this case is whether a motion to transfer
pursuant to § 1404(a) must be denied as a matter of law in the
face of a forum-selection clause identifying a permissible venue.
The Supreme Court answered this question in Stewart v. Ricoh
Corp., holding that "federal law, specifically
28 U.S.C. § 1404(a), governs the District Court's decision whether to give
effect to the parties' forum-selection clause. . . ." Stewart
Org., Inc. v. Ricoh Corp., 487 U.S. 22, 32 (1988). The Court
noted that "[t]he forum-selection clause . . . should receive
neither dispositive consideration . . . nor no consideration . . .
but rather the consideration for which Congress provided in §
1404(a)." Id. at 31. Accordingly, this Court must review the
factors considered under § 1404(a) to determine whether the
transfer of this case or controversy was appropriate.
Section 1404(a) provides that "for the convenience of the
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." 28 U.S.C. § 1404(a).
The statutory language reveals three general categories of
factors that courts must consider when deciding a motion to
transfer: (1) the convenience of the parties, (2) the convenience
of the witnesses, and (3) the interests of justice. See Jumara v. State Farm Ins. Co., 55 F.3d 873, 879 (3d Cir.
1995). In Jumara, the Third Circuit further refined the first
two factors to accommodate both public and private interests:
Private interests include: (1) the "plaintiff's forum
preference," (2) "the defendant's preference," (3)
"whether the claim arose elsewhere," (4) "the
convenience of the parties as indicated by their
relative physical and financial condition," (5) "the
convenience of the witnesses but only to the extent
that the witnesses may actually be unavailable for
trial in one of the fora," and (6) "the location of
books and records (similarly limited to the extent
that the files could not be produced in the
Park Inn Int'l, LLC v. Mody Enters., Inc., 105 F. Supp. 2d 370
377 (D.N.J. 2000) (quoting Jumara, 55 F.3d at 879).
Public interests include: (1) "the enforceability of
the judgment," (2) "practical considerations that
could make the trial easy, expeditious, or
inexpensive," (3) the relative administrative
difficulty in the two fora resulting from court
congestion, (4) "the local interest in deciding local
controversies at home," (5) "the public policies of
the fora," and (6) "the familiarity of the trial
judge with the applicable state law in diversity
Id. (quoting Jumara, 55 F.3d at 879-80).
"Interests of justice," the third factor, encompasses judicial
economy and the "the practical problems indicating where the case
can be tried more expeditiously and inexpensively." Rabbi Jacob
Joseph Sch. v. Province of Mendoza, 342 F. Supp. 2d 124, 130-31
(E.D.N.Y. 2004) (internal citations omitted).
Given the § 1404(a) factors, this Court finds that the
Magistrate Judge, in the interests of justice and fairness,
correctly transferred the related case or controversy between ADP
Commercial Leasing and defendant to South Carolina. While the
presence of a forum-selection clause is one factor to be
considered in weighing a motion to transfer, contrary to
plaintiff's position on appeal, it is not dispositive and other
factors may override its enforcement. See Ricoh, 487 U.S. at 31. In the instant case, as plaintiff
stated, both contracts "pertain to the same essential
transaction" and "arise out of the same series of events and
dealings." Moreover, ADP, Inc.'s case or controversy has, without
objection, been transferred to South Carolina. In this situation,
the decision to transfer a related case is appropriate, and
soundly within the discretion granted under § 1404(a). See
Continental Grain Co. v. Barge FBL-585, 364 U.S. 19, 26 (1960)
("To permit a situation in which two cases involving precisely
the same issues are simultaneously pending in different District
Courts leads to the wastefulness of time, energy and money that §
1404(a) was designed to prevent.") ; Prudential Ins. Co. of Am.
v. Rodano, 493 F. Supp. 954, 955 (E.D. Pa. 1980) ("The presence
of . . . related cases in the transferee forum is a substantial
reason to grant a change of venue. The interests of justice and
the convenience of the parties and witnesses are ill-served when
federal cases arising out of the same circumstances and dealing
with the same issues are allowed to proceed separately.").
Transferring this related action will benefit all parties because
the two actions could be consolidated before one
judge thereby promoting judicial efficiency, pretrial
discovery could be conducted in a more orderly
manner, witnesses could be saved the time and expense
of appearing at trial in more than one court,
duplicative litigation involving the filing of
records in both courts could be avoided eliminating
unnecessary expense[,] and the possibility of
inconsistent results can be avoided.
Pall Corp. v. Bentley Labs., Inc., 523 F. Supp. 450, 453 (D.
Moreover, the Magistrate Judge's decision is buttressed by the
fact that the forum-selection clause under review is permissive,
not mandatory.*fn1 A permissive clause is one where a party "waive[s] its right to assert a lack of personal
jurisdiction" in a particular venue. E'Cal Corp. v. Office Max
Inc., No. 01-3281, 2001 U.S. Dist. LEXIS 15868, at *6 (E.D. Pa.
Sept. 10, 2001). A mandatory or exclusive clause, however,
requires that any claims arising out of the contract be brought
in a particular venue. Id. Where the forum-selection clause is
permissive, courts accord the clause less weight. See Northern
Cal. Dist. Council of Laborers v. Pittsburg-Des Moines Steel
Co., 69 F.3d 1034, 1036-37 (9th Cir. 1995); Caldas & Sons, Inc.
v. Willingham, 17 F.3d 123, 127-28 (5th Cir. 1994); Blanco v.
Banco Indus. de Venezuela, S.A., 997 F.2d 974, 979-80 (2d Cir.
Here, the clause in question reads:
Lessee hereby consents to the jurisdiction of any
federal or state court located in the State of New
Jersey for all actions arising out of this Lease and
designates the County of Morris or the U.S. District
Court, District of New Jersey, Newark, New Jersey as
a proper venue for any such action against the Lessee
and the exclusive forum for any action against the
(2/11/04 Master Equipment Lease Agreement ¶ 25). This clause is
permissive because it does not require that all actions arising
out of the agreement be brought in a New Jersey court. By its
terms, defendant is required to bring an action in New Jersey
court, whereas plaintiff is permitted to bring an action in the
forum of its choice. The fact that defendant waived its right to
contest personal jurisdiction in a New Jersey court does not
alter the permissive nature of the clause.
The record reveals that Judge Hedges gave the clause
"substantial" weight. The record indicates that, but for the
related suit transferred to South Carolina, the Magistrate Judge
would likely have enforced the clause. (See, e.g., Tr. at
10:19-21; 13:11-16; 17:16-20). The "interests of justice"
factors, however, favored granting defendant's motion to
transfer. Plaintiff takes issue with Judge Hedges § 1404(a) analysis,
arguing that New Jersey is the proper forum for the dispute
because New Jersey law governs the case or controversy. (See
Pl.'s Br. at 6). Although the law that governs the controversy is
one of the public factors to be considered in deciding a motion
to transfer, the Magistrate Judge did not err in giving greater
weight to the "interests of justice" factors. There is no
evidence that South Carolina and New Jersey differ significantly
with respect to the applicable state law surrounding this case or
controversy. Moreover, there is no evidence that a court in South
Carolina could not adequately research any relevant differences
that may exist. Accordingly, because a forum-selection clause
does not dispose of a motion to transfer, and because the Court
is not left with the definite and firm conviction that Judge
Hedges gave the factors under § 1404(a) inappropriate weight,
this Court concludes that Judge Hedges did not err in
transferring this matter to South Carolina.
For the foregoing reasons, plaintiff's appeal is denied, and
the May 31, 2005 Order is affirmed.