United States District Court, W.D. Washington, Seattle
DONALD W. MORGAN, et al., Plaintiffs,
CAPITOL INDEMNITY CORPORATION, et al., Defendants.
ORDER GRANTING MOTION TO TRANSFER VENUE
C. COUGHENOUR, UNITED STATES DISTRICT JUDGE.
matter comes before the Court on Defendants' motion to
transfer venue to the Western District of Wisconsin (Dkt. No.
9). Having thoroughly considered the parties' briefing
and the relevant record, the Court GRANTS the motion for the
reasons explained herein.
Donald Morgan is a Washington insurance agent. (Dkt. No. 18
at 2.) He and Plaintiff Morgan Insurance, LLC, a Washington
limited liability company (“MLLC”) (collectively
“Plaintiffs”), bring suit against Defendants, a
Wisconsin-based insurance group, for failure to pay
commissions on policies Plaintiffs wrote on Defendants'
behalf. (Id. at 2-9.) At issue is application of a
March 2011 Independent Agent Agreement (“Agent
Agreement”) between Defendants and Morgan &
Associates, Inc., a Washington corporation
(“MINC”). (Dkt. No. 27 at 11.) Defendants assert
that a forum selection clause contained in the Agent
Agreement applies to the current dispute and, on this basis,
seek to transfer venue to the District Court for the Western
District of Wisconsin pursuant to 28 U.S.C. § 1404(a).
(Dkt. No. 25 at 3.)
switched his insurance agency's operations from an
incorporated entity to a limited liability company in August
2011. (Dkt. No. 18 at 3.) Plaintiffs asserted in their First
Amended Complaint that at the time of the transfer
“[MLLC] assumed all contractual obligations of [MINC],
and was the successor to all rights of [MINC], ” and
that Defendants “expressly . . . acquiesced . . . [to]
the substitution of entities” in the Agent
Agreement. (Dkt. No. 18 at 3.) Plaintiffs, in an
effort to avoid transfer pursuant to the forum selection
clause, now argue the Agent Agreement does not apply to this
dispute and even if it did, public policy concerns cut
against transfer. For the reasons described below, this Court
disagrees. Transfer is warranted.
to the Agent Agreement,
[i]n all matters concerning the validity, interpretations,
performance, effect or otherwise of this Agreement, the laws
of the State of Wisconsin shall govern and be applicable. The
situs for any disagreement or legal action between [MINC] and
[Defendants] shall be Dane County, Wisconsin.
No. 27 at 16.) Plaintiffs argue that the Court should
disregard the provision above because their agency
relationship with Defendants “can be gleaned by the
course of performance” rather than through an
assignment of the Agent Agreement. (Dkt. No. 28 at 4.)
Plaintiffs also argue that because some of their claims
“can exist independently” of their contract-based
claims, the forum selection clause is inapplicable. (Dkt. No.
28 at 5.) But these arguments are not consistent with the
allegations contained in Plaintiffs' First Amended
Complaint. (See generally Dkt. No. 18.) All of
Plaintiffs' claims, as plead in their complaint, are
either claims for breach of the Agent Agreement or require
interpretation of the Agreement in some fashion.
(See Dkt. No. 18 at 5-9.) Therefore, the forum
selection clause is valid.
the Court considers the convenience of the parties and public
factors in determining whether to grant a motion for a change
in venue. See 28 U.S.C. § 1404. But
“[w]hen the parties have agreed to a valid
forum-selection clause . . . only under extraordinary
circumstances unrelated to the convenience of the parties
should a § 1404(a) motion be denied.” Atl.
Marine Const. Co., Inc. v. U.S. Dist. Ct. for W. Dist. of
Texas, 134 S.Ct. 568, 581 (2013). Instead of the normal
§ 1404 calculus, “the plaintiff bears the burden
of establishing that transfer to the forum for which the
parties bargained is unwarranted, ” and this analysis
is based solely on public interest factors. Id. at
581-82. Further, the public interest factors must
“overwhelmingly disfavor a transfer.”
Id. at 583.
Ninth Circuit has identified the following public interest
factors: “(1) the local interest in the lawsuit, (2)
the court's familiarity with the governing law, (3) the
burden on local courts and juries, (4) congestion in the
court, and (5) the costs of resolving a dispute unrelated to
a particular forum.” Boston Telecomm. Group, Inc.
v. Wood, 588 F.3d 1201, 1211 (9th Cir. 2009) (internal
citation and quotation marks omitted). Here, Plaintiffs
concede that local interest in the lawsuit is “the only
one of those factors at play in this case.”
(See Dkt. No 28 at 8.)
do not assert that they directly represent the interests of
Defendants' insureds, nor do they plausibly argue how
this action would serve to protect the interests of
Washington's insureds. Instead, they simply argue that
“all matters relating to insurance affect the
public interest of [Washington].” (Dkt. No. 28 at 11)
(emphasis in original). Plaintiffs support this argument with
reference to portions of Washington's Insurance Code,
which describes the public interest nature of
Washington's insurance industry. (Id. at 8-9);
see Wash. Rev. Code § 48.01.030. This is a
bridge too wide. The public interest described in
Washington's Insurance Code is that of the
insureds, not professionals in the industry. See
generally Chapter 48.01 Wash. Rev. Code; see also
Transamerica Title Ins. Co. v. Johnson, 693 P.2d 697,
702 (Wash. 1985) (for purposes of Washington's Consumer
Protection Act, the public interest impact of an
insurer's bad act is only presumed for an insured).
Morgan, an insurance agent, alleges Defendants failed to pay
him sales commissions. His lawsuit has nothing to do with the
public interest impact on insureds.
Plaintiffs' inability to demonstrate public policy
reasons against enforcing the forum selection clause, the
Court finds that transfer to the Western District of
Wisconsin is warranted.