United States District Court, S.D. Florida
P. GAYLES UNITED STATES DISTRICT JUDGE
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.
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,
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].
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
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Gilbert, 330 U.S. 501, 506-07 (1947), superseded by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)).
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
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.”
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)).
Validity and Enforceability of the ...