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Fleetwood Services LLC v. Complete Business Solutions Group Inc.

United States District Court, N.D. Texas, Dallas Division

January 22, 2018

FLEETWOOD SERVICES, LLC, ET AL., Plaintiffs,
v.
COMPLETE BUSINESS SOLUTIONS GROUP, INC. d/b/a PAR FUNDING, ET AL., Defendants.

          MEMORANDUM OPINION AND ORDER

          A. JOE FISH, Senior United States District Judge

         Before the court are two motions to transfer venue filed by the defendants Complete Business Solutions Group, Inc. d/b/a Par Funding (“CBSG”) and Prime Time Funding LLC (“Prime Time”) (docket entries 10 and 18). For the reasons set forth below, the motions are granted.

         I. BACKGROUND

         Three plaintiffs, Fleetwood Services, LLC, Robert L. Fleetwood, and Pamela A. Fleetwood (collectively, “the Fleetwood plaintiffs”) brought this action against two defendants, CBSG and Prime Time. See Plaintiffs' Original Petition (“Original Petition”) at 1 (docket entry 1-5). Two of the Fleetwood plaintiffs, Robert L. Fleetwood and Pamela A. Fleetwood, are natural persons residing in Dallas, Texas. Id. ¶¶ 4-5. The third plaintiff, Fleetwood Services, LLC, is a Texas limited liability company with its principal office in Dallas, Texas.[1] Id. ¶ 3. By contrast, CBSG is a corporation organized under the laws of the Commonwealth of Pennsylvania, and Prime Time is a limited liability company organized under the laws of Pennsylvania, without any Texas owners or members. Notice of Removal ¶¶ 8-9 (docket entry 1).

         This case revolves around the defendants' allegedly predatory lending practices. See Original Petition ¶ 9. According to their Original Petition, “[the Fleetwood plaintiffs] . . . were victimized by a predatory merchant cash advance lender and its respective broker, who intentionally and systematically took advantage of [them] at a time when [Fleetwood Services, LLC] was experiencing cash-flow issues.” Id. The Fleetwood plaintiffs claim the defendants' predatory behavior led to significant financial hardship and “tremendous emotional and mental distress.” Id. ¶ 29.

         On July 28, 2017, the Fleetwood plaintiffs filed suit against the defendants CBSG and Prime Time in the 192nd Judicial District Court for Dallas County, Texas. Notice of Removal ¶ 1. In their Original Petition, the Fleetwood plaintiffs claimed that the defendants' conduct constituted (1) a violation of the Texas Theft Liability Act (Original Petition ¶¶ 31-34), (2) fraud in the inducement (Original Petition ¶¶ 35-39), (3) negligent misrepresentation (Original Petition ¶¶ 40-44), (4) intentional infliction of emotional distress (Original Petition ¶¶ 45-47), and (5) civil conspiracy (Original Petition ¶¶ 48-49).

         On August 25, 2017, the defendants removed the case to this court on the basis of diversity of citizenship. Notice of Removal ¶ 5. Shortly thereafter, on September 6, 2017, CBSG filed a motion under Federal Rule of Civil Procedure 12(b)(3) and 28 U.S.C. § 1404(a) seeking transfer of the case to the Eastern District of Pennsylvania. Defendant Complete Business Solutions Group, Inc.'s Motion to Transfer Venue; Defendant Complete Business Solutions Group, Inc.'s Brief in Support of Motion to Transfer Venue (“CBSG's Brief”) (docket entry 11). In its motion, CBSG contends that transfer is appropriate because a clause found in the parties' “Factoring Agreement” specifies the Eastern District of Pennsylvania as the appropriate forum for any dispute arising from the parties' business dealings. See CBSG's Brief at 1-3.

         On September 14, 2017, Prime Time filed a similar motion to transfer. Defendant Prime Time Funding, LLC's Motion to Transfer Venue (docket entry 18); Defendant Prime Time Funding, LLC's Brief in Support of Motion to Transfer Venue (“Prime Time's Brief”) (docket entry 19). In addition to echoing CBSG's arguments in support of transfer to the Eastern District of Pennsylvania, Prime Time also contends that “[t]o the extent the [c]ourt is not inclined to transfer this case as requested . . ., the [c]ourt [should] dismiss this case pursuant to Fed. R. Civ. P.12(b)(6) because [the Fleetwood plaintiffs] commenced this proceeding in Texas in violation of the forum selection clause.” Prime Time's Brief at 13-14.

         On September 27, 2017, the Fleetwood plaintiffs filed a timely response to CBSG's motion. Plaintiffs' Response in Opposition to Defendant Complete Business Solutions, Group, Inc.'s Motion to Transfer Venue (“Response”) (docket entry 23); Plaintiffs' Brief in Support of Response in Opposition to Defendant Complete Business Solutions Group, Inc.'s Motion to Transfer Venue (“Response Brief”) (docket entry 23-1). In their response, the Fleetwood plaintiffs maintain that the forum-selection clause in the “Factoring Agreement” is, at best, permissive rather than mandatory, and, more likely, its ambiguity precludes enforcement. Response Brief at 5. To date, the Fleetwood plaintiffs have not filed a response directly addressing Prime Time's motion. The defendants' motions are now ripe for decision.

         II. ANALYSIS

         A. Legal Standard

         1. The Interplay Between 28 U.S.C. § 1404(a) and Forum Selection Clauses

         28 U.S.C. § 1404(a) provides that “[f]or the convenience of 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 or to any district or division to which all parties have consented.” 28 U.S.C. § 1404(a). According to well-established Supreme Court and Fifth Circuit precedent, § 1404 “should be regarded as a federal judicial housekeeping measure, dealing with the placement of litigation in the federal courts and generally intended, on the basis of convenience and fairness, simply to authorize a change of courtrooms.” In re Rolls Royce Corporation, 775 F.3d 671, 677 (5th Cir. 2014) (quoting Van Dusen v. Barrack, 376 U.S. 612, 636-37 (1964)) (internal quotations omitted), cert. denied, ___ U.S. ___, 136 S.Ct. 45 (2015). After all, “[t]he purpose of Section 1404(a) is to prevent the waste of time, energy, and money and to protect litigants, witnesses and the public against unnecessary inconvenience and expense.” Santander Consumer USA, Inc. v. Homer Skelton Enterprises, Inc., 3:17-CV-0568-G, 2017 WL 3492228, at *2 (N.D. Tex. Aug. 15, 2017) (Fish, Senior J.) (quoting Van Dusen, 376 U.S. at 616) (internal quotations omitted).

         As a general matter, “[i]t is well-settled that the party moving for a change of venue bears the burden of demonstrating why the forum should be changed.” Dupre v. Spanier Marine Corporation, 810 F.Supp. 823, 825 (S.D. Tex. 1993) (citing Time, Inc. v. Manning, 366 F.2d 690, 698 (5th Cir. 1966)). Placing the burden on the moving party to show “good cause” for the transfer “reflects the appropriate deference to which the plaintiff[s'] choice of venue is entitled.” In re Volkswagen of America, Inc., 545 F.3d 304, 315 (5th Cir. 2008) (en banc), cert. ...


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