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Essex Global Capital, LLC v. Purchasing Solutions International, Inc.

United States District Court, S.D. Florida

October 27, 2017




         THIS CAUSE comes before the Court on Defendant Purchasing Solutions International, Inc.'s Amended Motion to Dismiss the Complaint [ECF No. 8]. The Court has reviewed the Motion and the record and is otherwise fully advised. For the reasons set forth below, the Motion is GRANTED.

         I. BACKGROUND [1]

         On January 23, 2014, Baha Mar Limited entered into a Purchasing Agent Agreement (“Agreement”) with Defendant Purchasing Solutions International, Inc. (“Defendant”). [ECF No. 1-2]. In the Agreement, Defendant contracted to purchase certain furniture, fixtures, and equipment for Baha Mar's resort project in the Bahamas. The Agreement contained a forum-selection clause, which provided:

7.1. Disputes will be resolved by litigation in a court of competent jurisdiction in the Commonwealth of the Bahamas.

[ECF No. 1-2, at 21-22].

         On April 20, 2015, Baha Mar assigned its rights in the contract to Essex Global Capital, LLC (“Plaintiff”). On July 17, 2017, Plaintiff filed the instant action in the Circuit Court of the Seventeenth Judicial Circuit in and for Broward County, Florida, seeking to enforce the Agreement. One month later, on August 17, 2017, Defendant filed a Notice of Removal [ECF No. 1], removing the action to this Court pursuant to 28 U.S.C. § 1441 and alleging diversity of citizenship as the basis for this Court's original jurisdiction over the matter. Defendant now moves to dismiss the action based on the Agreement's forum-selection clause.


         “Under the doctrine of forum non conveniens, a district court has the inherent power to decline to exercise jurisdiction even when venue is proper.” Vanderham v. Brookfield Asset Mgmt., Inc., 102 F.Supp.3d 1315, 1318 (S.D. Fla. 2015) (citing Gulf Oil Corp. v. Gilbert, 330 U.S. 501, 506-07 (1947), superseded by statute on other grounds as recognized in Am. Dredging Co. v. Miller, 510 U.S. 443 (1994)). Although a court may consider matters outside the pleadings in ruling on a motion to dismiss based on forum non conveniens, it “must draw all reasonable inferences and resolve all factual conflicts in favor of the plaintiff.” Id. (quoting Wai v. Rainbow Holdings, 315 F.Supp.2d 1261, 1268 (S.D. Fla. 2004)). “To obtain dismissal for forum non conveniens, ‘[t]he moving party must demonstrate that (1) an adequate alternative forum is available, (2) the public and private factors weigh in favor of dismissal, and (3) the plaintiff can reinstate his suit in the alternative forum without undue inconvenience or prejudice.'” GDG Acquisitions, LLC v. Government of Belize, 749 F.3d 1024, 1028 (11th Cir. 2014) (quoting Leon v. Mil-lon Air, Inc., 251 F.3d 1305, 1310-11 (11th Cir. 2001)).


         As a preliminary matter, the Court notes that a Rule 12(b)(3) motion to dismiss for improper venue is the incorrect procedural vehicle to enforce a forum-selection clause where, as here, venue is otherwise proper. See Atl. Marine Const. Co., Inc. v. U.S. Dist. Ct. for W. Dist. of Tex., 134 S.Ct. 568, 580 (2013). However, in the interests of judicial economy, the Court will treat the Motion to Dismiss for improper venue as a motion to dismiss based on forum non conveniens.

         “The doctrine of forum non conveniens permits a court with venue to decline to exercise its jurisdiction when the parties' and court's own convenience, as well as the relevant public and private interests, indicate that the action should be tried in a different forum.” Pierre-Louis v. Newvac Corp., 584 F.3d 1052, 1056 (11th Cir. 2009). In a typical case, a court proceeds directly through those factors. “The calculus changes, however, when the parties' contract contains a valid forum-selection clause . . . .” Atl. Marine, 134 S.Ct. at 581. When there is a valid forum-selection clause, the Court no longer considers the private interest factors. See Id. at 581-82. “As a consequence, a district court may consider arguments about public-interest factors only.” Id. at 582. Because the public interest factors will “rarely defeat” a forum non conveniens motion, “the practical result is that forum-selection clauses should control except in unusual cases.” Id.

         The Court's preliminary step, therefore, is to determine whether there is a valid forum-selection clause. Cf. Id. at 581 n.5. If the forum-selection clause is valid, the Court must then apply the modified forum non conveniens analysis from Atlantic Marine. The Court must also consider whether “an adequate alternate forum exists which possesses jurisdiction over the whole case, including all the parties” and must “ensure[] that plaintiffs can reinstate their suit in the alternate forum without undue inconvenience or prejudice.” Wilson v. Island Seas Investment, Ltd., 590 F.3d 1264, 1269 (11th Cir. 2009) (citing Aldana v. Del Monte Fresh Produce N.A., Inc., 578 F.3d 1283, 1289-90 (11th Cir. 2009)).

         A. Validity and Enforceability of the ...

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