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Bowman v. Martin, Inc.

United States District Court, W.D. Tennessee, Eastern Division

June 30, 2017

MARTIN, INC. Defendant.



         Plaintiff Carrie Bowman filed this case against her former employer Martin, Inc., for allegedly terminating her employment in violation of the Age Discrimination in Employment Act (“ADEA”), 29 U.S.C. § 621, et seq. (ECF No. 1.) Defendant Martin has filed a motion to transfer the case to the United States District Court for the Northern District of Alabama pursuant to a purported contractual mandatory forum-selection clause and 28 U.S.C. § 1404.[1](ECF No. 11.) Plaintiff has filed a response to the motion (ECF No. 18), and Defendant has filed a reply to the response.[2] (ECF No. 23.) For the reasons set forth below, Defendant's motion is GRANTED.

         Defendant is incorporated in the state of Alabama and headquartered in Florence, Alabama, which is located in Lauderdale County, Alabama.[3] Defendant provides custom tailored solutions for maintenance, repair, and operation supplies to industry and construction markets across the United States. (Richey Decl. ¶ 3, ECF 11-1.) Townsend Door & Hardware (“Townsend”), a division of Defendant Martin, is based in Jackson, Tennessee, and provides doors, frames, and hardware solutions. (Id. at ¶ 4.) Florence, Alabama, is approximately a two-hour drive from Jackson, Tennessee. (Id. at ¶ 9.)

         Plaintiff worked for Townsend from October 1, 2004, until October 3, 2014. (Bowman Decl. ¶ 2, ECF No. 18-1; Richey Decl. ¶ 6, ECF 11-1.) Plaintiff was told that she was being laid off due to a reduction in force and was given a Separation Notice and Separation Agreement to review and sign. She was told that, if she signed the Separation Agreement, Defendant would pay her an additional two weeks salary. (Bowman Decl. ¶ 8, ECF No. 18-1.) Plaintiff executed the Separation Agreement on October 4, 2014. (Richey Decl. ¶ 10, ECF 11-1.)

         The Separation Agreement is a five-page document written in standard twelve-point font. (Richey Decl. Ex. 1.) It provided Plaintiff up to twenty-one days to consider its terms, as well as seven days after execution for revocation, and advised Plaintiff to consult with an attorney. (Id.)

         The Separation Agreement contained a forum-selection clause that stated in pertinent part:

You agree that the exclusive venue and jurisdiction for any disputes regarding the interpretation or the enforcement of this Separation Agreement is the state or federal courts sitting in Lauderdale County, Alabama.

(Id. at ¶ 20.) The forum-selection clause was set apart from other contract provisions. (Id.) If any provisions are declared unenforceable the “remainder of the Separation Agreement will remain in force and effect.” (Id. at ¶ 17.) The Separation Agreement also provided that Plaintiff waived any claims arising out of her employment, including claims brought under the ADEA. (Id. at ¶ 7.)

         Defendant's personnel files and payroll records, including Plaintiff's file and records, are located in Florence, Alabama. Defendant's employees who are responsible for oversight of human resources, safety, payroll, and accounting are located in Florence, Alabama. Plaintiff frequently interacted with Defendant's employees located in Florence, Alabama. Defendant's owners and directors reside in Lauderdale County, Alabama. (Richey Decl. ¶ 5.)

         Defendant contends that the filing of a lawsuit in this Court violates the terms of the mandatory forum-selection clause in Plaintiff's Separation Agreement. According to Defendant, the District Court in the Northern District of Alabama has jurisdiction over Plaintiff's claims, and this action must be transferred to that Court. In response, Plaintiff argues that Defendant's motion should be denied because (1) the age-discrimination waiver provision in the Separation Agreement is invalid and (2) it would be prejudicial to Plaintiff if the matter is transferred to Alabama because various witnesses are located in Jackson, Tennessee. Plaintiff's arguments are not persuasive.

         The United States Supreme Court addressed forum-selection clauses in Atlantic Marine Const. Co. v. U.S. Dist. Court for W. Dist. of Texas, 134 S.Ct. 568 (2013):

In the typical case not involving a forum-selection clause, a district court considering a [28 U.S.C.] § 1404(a) motion (or a forum non conveniens motion) must evaluate both the convenience of the parties and various public-interest considerations. Ordinarily, the district court would weigh the relevant factors and decide whether, on balance, a transfer would serve the convenience of parties and witnesses...and otherwise promote the interest of justice. The calculus changes, however, when the parties' contract contains a valid forum-selection clause, which represents the parties' agreement as to the most proper forum. The enforcement of valid forum-selection clauses, bargained for by the parties, protects their legitimate expectations and furthers vital interests of the justice system. For that reason, and because the overarching consideration under § 1404(a) is whether a transfer would promote the interest of justice, a valid forum-selection clause [should be] given controlling weight in all but the most exceptional cases.

Id. at 581 (internal citations and quotations omitted) (emphasis added). Thus, when the agreement contains a valid forum-selection clause, the usual analysis under 28 U.S.C. § 1404(a)[4]is changed. Id. First, “the plaintiff's choice of forum merits no weight” because the forum-selection clause represents plaintiff's preemptive exercise of “venue privilege.” Id. at 581-82. Instead, the burden shifts to the plaintiff to show why the court should not transfer the case to the agreed upon forum. Id. at 582. Second, “a court evaluating a defendant's § 1404(a) motion to transfer based on a forum-selection clause should not consider arguments about the parties' private interests.” Id. at 582. When parties agree to a forum-selection clause, they waive the right to challenge the forum as inconvenient for themselves or their witnesses. Id. The enforcement of such clauses, which were “bargained for by the parties, protects their legitimate expectations and further vital interests of the justice system.” Id. at 581.

         Plaintiff first argues that the Separation Agreement's age discrimination waiver provision is not valid because (1) she was not provided information about other employees considered for the reduction in force as required under Section (f)(1)(H) of the Older Workers Benefit Protection Act ...

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