United States District Court, W.D. Washington, Seattle
ORDER DENYING MOTION FOR REMAND
S. Lasnik United States District Judge.
matter comes before the Court on plaintiff's
“Motion to Remand to King County Superior Court.”
Dkt. # 10. Having reviewed the memoranda, declaration, and
exhibit submitted by the parties, the Court finds as follows:
to 28 U.S.C. § 1441(a), “any civil action brought
in a State court of which the district courts of the United
States have original jurisdiction, may be removed by the
defendant or the defendants, to the district court of the
United States for the district and division embracing the
place where such action is pending.” Defendant removed
this action to federal court on the basis of federal question
jurisdiction. Dkt. # 1. Plaintiff concedes that this Court
has jurisdiction over the case on both diversity and federal
question grounds. Dkt. # 10 at 2. Nevertheless, plaintiff
moves to remand based on a contractual provision which she
interprets as a waiver of the right to remove. The provision
in question is bilateral and reads in relevant part,
“[a]ny claims for damages for breach of this Agreement
shall be made in the courts of competent jurisdiction in USA
and the parties agree to submit to the personal jurisdiction
of such courts.”
a suit from state to federal court is based on statute and is
a matter of right if the statutory prerequisites are met. The
right can be waived, however, by contractual agreement or by
clear and unequivocal conduct. Snapper, Inc. v.
Redan, 171 F.3d 1249, 1260-61 (11th Cir. 1999);
Kenny v. Wal-Mart Stores, Inc., 881 F.3d 786, 790
(9th Cir. 2018); Clorox Co. v. U.S. Dist. Court for the
N. Dist. of Cal., 779 F.2d 517, 520-21 (9th Cir. 1985).
Plaintiff does not identify any conduct in the state court
that could give rise to a waiver, so the issue is whether the
contractual jurisdiction provision waived the parties'
right to remove.
general rules of contract interpretation govern the analysis.
Considering the ordinary meaning of the words chosen by the
parties, the subject matter and purpose of the contract, the
circumstances of its making, the subsequent conduct of the
parties, and the reasonableness of the interpretations urged
by the parties (see Nye v. Univ. of Wash., 163
Wn.App. 875, 882-83 (2011)), the Court finds that the
provision requires only that the party being sued submit to
the personal jurisdiction of whatever court the suing party
chooses when seeking damages for breach of the employment
contract. The contract does not state that the chosen court
has exclusive jurisdiction, however. See N. Cal. Dist.
Council of Laborers v. Pittsburg-Des Moines Steel Co.,
69 F.3d 1034, 1037 (9th Cir. 1995) (“To be mandatory, a
clause must contain language that clearly designates a forum
as the exclusive one.”); Hunt Wesson Foods, Inc. v.
Supreme Oil Co., 817 F.2d 75, 76-77 (9th Cir. 1987)
(contract provision stating that the “courts of
California, County of Orange, shall have jurisdiction over
the parties” provides for jurisdiction in that court
but “says nothing about the Orange County courts having
exclusive jurisdiction”). Nor does it mandate a
specific venue within the United States or reflect a promise
not to remove once personal jurisdiction in a forum is
conceded. In short, there is no indication that the parties
intended to waive their right to remove.
jurisdiction provision in this case is nothing more than a
waiver of a personal jurisdiction defense: the parties are
precluded from arguing that they lack minimum contacts with
any forum in the United States or that the exercise of
jurisdiction in a given forum would be inconsistent with due
process and traditional notions of fair play and substantial
justice. In keeping with that provision, defendant has not
challenged the state court's power to exercise
jurisdiction over its person. Rather, it conceded
jurisdiction in Washington and exercised its statutory right
to have the federal court for the district embracing King
County hear the case: defendant has not run afoul of its
promise not to contest personal jurisdiction in Washington.
See City of New Orleans v. Mun. Admin. Servs., Inc.,
376 F.3d 501, 506 (5th Cir. 2004) (contractual provision
yielding to the jurisdiction of a specified court and waiving
“any pleas of jurisdiction” based on residence
simply waives challenges to jurisdiction, not the right to
remove); In re Delta Am. Reins. Co., 900 F.2d 890,
893 (6th Cir. 1990) (“The right of removal, however, in
no way interferes with in personam jurisdiction.”);
Spenlinhauer v. R.R. Donnelley & Sons Co., 534
F.Supp.2d 162, 163 (D. Maine 2008) (“The removal here
does not amount to an attack on personal jurisdiction . . .
.”); Continental Cas. Co. v. LaSalle Re Ltd.,
500 F.Supp.2d 991, 995 (N.D. Ill. 2007) (“A general
consent to the jurisdiction of a particular court does not,
however, adequately demonstrate a waiver of defendant's
statutory right to remove.”).
of the foregoing reasons, the Court finds that there is no
contractual bar to removal. The motion for remand is DENIED.
 The Court acknowledges that there are
a number of insurance coverage cases which equate a promise
to submit to a court's jurisdiction with a waiver of the
right to remove. See Foster v. Chesapeake Ins. Co.,
Ltd., 933 F.2d 1207, 1216-17 (3d Cir. 1991); City of
Rose City v. Nutmeg Ins. Co., 931 F.2d 13, 16 (5th Cir.
1991); Dinallo v. Dunav Ins. Co., 672 F.Supp.2d 368,
370-71 (S.D.N.Y. 2009); Archdiocese of Milwaukee v.
Underwriters at Lloyd's, London, 955 F.Supp. 1066,
1068-69 (E.D. Wis. 1997). These cases generally involve the
same “service of suit clause” that was discussed
in Gen. Phoenix Corp. v. Malyon, 88 F.Supp. 502
(S.D.N.Y. 1949), and upon which plaintiff relies in this
case. That clause not only contains an agreement to submit to
the jurisdiction of whatever court the insured chooses, but
also provides that all matters arising in the case will be
determined in accordance with the law and practice of that
court and that the insurer agrees to abide by the final
decision of that court. Reasoning that “[o]ne may not
determine matters in accordance with the law and
practice” of state court when you are in federal court
and removal from state court prevents a final decision ...