United States District Court, N.D. Texas, Dallas Division
MEMORANDUM OPINION AND ORDER OF TRANSFER
L. HORAN UNITED STATES MAGISTRATE JUDGE.
Uber Technologies, Inc. (“Defendant” or
“Uber”) has filed a Motion to Transfer Case out
of District/Division pursuant to 28 U.S.C. § 1404.
See Dkt. No. 10 (the “Motion to Transfer
Venue”). United States District Judge Sam A. Lindsay
has referred the motion to the undersigned United States
Magistrate Judge for hearing, if necessary, and determination
pursuant to 28 U.S.C. § 636(b). See Dkt. No.
TSI USA, LLC (“Plaintiff” or “TSI”)
filed a response, see Dkt. No. 16, and Uber has
filed a reply, see Dkt. No. 18.
Court GRANTS Uber's Motion to Transfer Venue [Dkt. No.
10] for the reasons explained below.
a Delaware limited liability company whose principal place of
business is Dallas, Texas. It “contracts with
businesses and individuals to manage, schedule, book and
optimize their airline, hotel, and related travel
needs.” Dkt. No. 7 at 3.
a software technology company organized under Delaware law.
Its principal place of business is San Francisco, California,
where about 3, 300 of its 5, 800 U.S. employees work. It
“connects riders to automobile drivers in approximately
150 cities in 50 countries.” Id.
2014, Uber circulated a Request for Proposals (the
“RFP”) seeking proposals from travel agencies for
corporate travel services to be provided to its employees.
Uber alleges that TSI responded to the RFP with certain
misrepresentations about the size and scale of TSI's
ultimately agreed to pay TSI to create an international
travel services program that Uber's employees could
utilize to make travel arrangements. The parties executed two
contracts on November 24, 2014 to commemorate this
arrangement - (i) a Services Agreement (the “Services
Agreement”) and (ii) a Statement of Work for Uber
Global Travel Management Services (the “Statement of
Work” or “SOW”; collectively with the
Services Agreement, the “Contract”).
then filed this lawsuit. TSI alleges that, after Uber
“induced TSI to spend capital and deploy personnel to
create and implement an international travel services
program, ” it “constantly added and changed
specifications, ” prematurely terminated the
parties' agreements, and “refuse[d] to pay
TSI” the money that Uber owes. Id. at 1. TSI
also alleges that “Uber directed its new travel
services vendor to hire away at least one of TSI's
employees ... in breach of that employee's contract with
TSI” and that Uber's management “began to
make false, defamatory and damaging comments to at least one
TSI client.” Id. at 2.
anticipates filing a counterclaim.” Dkt. No. 11 at 3.
Uber alleges that TSI is a small limited liability company
and argues that TSI therefore “committed fraud in the
inducement by representing itself [to Uber] as a Delaware
corporation with global operations and 3, 000 employees in 33
countries and $3 billion in revenue, and by representing it
could provide services it lacked the personnel or capacity to
provide.” Id. at 4. Uber also argues that
“TSI committed numerous material breaches of the
[parties' agreements], including failing to provide
required services and failing to launch the travel program in
the required timeframe.” Id.
has since filed the pending Motion to Transfer Venue. Uber
contends that this case should be transferred to the Northern
District of California's San Francisco Division pursuant
to Section 12.1 of the Services Agreement (the
“Forum-Selection Clause”). The Forum-Selection
Clause provides that:
This Agreement shall be governed by and construed in
accordance with the laws of the State of California without
regard to its choice or conflict of laws provisions.
Consultant hereby consents to exclusive jurisdiction and
venue in the state and federal courts sitting in San
Francisco County, California.
argues that there are “no extraordinary
circumstances” to permit this Court to disregard the
clause. Id. at 2.
disagrees. It argues that the Forum-Selection Clause is no
longer in effect in light of Section 11.2 of the Agreement
(the “Survival Clause”). The Survival Clause
provides, in pertinent part, that “[o]utstanding
payment obligations and Sections 1, 3-9, 10.3, and 11 of this
Agreement shall survive any termination of this
Agreement.” See Dkt. No. 16 at 2. TSI asserts
that the Forum-Selection Clause - that is, Section 12.11 of
the Services Agreement - does not apply to this dispute
because it was not among the provisions enumerated in the
Survival Clause. It also argues that the Forum-Selection
Clause is too ambiguous to be unenforceable and would not
apply to its Tortious Interference and Defamation claims even
Standards and Analysis
The Forum-Selection Clause does not survive termination
of the Contract.
Court finds that the Forum-Selection Clause only applies to
dispute litigated during the life of the Contract for the
reasons explained below. Because the Forum-Selection Clause
consequently does not apply to this dispute, the Court's
analysis does not address TSI's arguments concerning
either the ambiguity of the Forum-Selection Clause or its
applicability to TSI's specific claims.
Texas' choice-of-law rules determine the body of law that
governs the interpretation of the Survival Clause and the
in the Fifth Circuit apply the forum state's
choice-of-law rules to interpret the scope of a
forum-selection clause and federal law to determine the
enforceability of a forum-selection clause. See Barnett
v. DynCorp International, L.L.C., 831 F.3d 296, 301-02
(5th Cir. 2016). But, as the Fifth Circuit has recently
remarked, it is less clear what body of law governs when
determining the validity of a forum-selection clause. See
Barnett v. DynCorp International, L.L.C., the Fifth
Circuit observed that “the ‘validity' of a
forum-selection clause is [arguably] a matter of substantive
contract law, ” in which case, courts apply the body of
law dictated by a state law's choice-of-law rules.
Id. But the Court of Appeals also noted that
“validity is [arguably] just part of the federal law of
enforceability, which heavily favors forum-selection
clauses.” Id. at 302.
Court will apply the body of law dictated by Texas'
choice-of-law rules to this dispute. TSI does not appear to
challenge the validity of the Forum-Selection Clause. It,
instead, argues that the parties agreed that the
Forum-Selection Clause only applied during the life of the
Contract, not after termination. And that is a question of
scope, not validity.
Court acknowledges that TSI's argument could be framed as
a challenge to the Forum-Selection Clause's continued
validity but is still inclined to apply Texas'
choice-of-law rules even if the issue is so framed - without
weighing in on the dispute discussed in Barnett as
to what body of law typically applies when a forum-selection
clause's validity is wholly in question. In
Barnett, the plaintiff argued that the
forum-selection clause was “void under Texas law”
since “it directs litigation to a forum in which the
limitations period of breach of an employment contract is
less than two years” in violation of Texas Civil
Practice & Remedies Code § 16.070. Id. at
300. In other words, the plaintiff challenged the
forum-selection clause's validity by arguing that it was
void by its terms under Texas law.
case is different. TSI's argument turns on the
interpretation of the Survival Clause. If the Survival Clause
lists every provision of the Contract that shall survive
termination, as TSI contends, then the Forum-Selection Clause
is only applicable during the life of the Contract. If the
Survival Clause is only meant to apply to those provisions
that would otherwise not survive the Contract and therefore
does not apply to the Forum-Selection Clause, as Uber
contends, then the Forum-Selection Clause does survive
termination of the Contract.
Survival Clause's interpretation is a matter of
substantive contract law that is governed by a state's
choice-of-law rules. See Weber v. PACT XPP Techs.,
AG, 811 F.3d 758, 770 (5th Cir. 2016) (citing Klaxon
Co. v. Stentor Electric Mfg. Co., 313 U.S. 487, 496-97
(1941)). The fact that the interpretation ...