United States District Court, M.D. Florida
MEMORANDUM AND ORDER
G. SHERIDAN, U.S.D.J.
matter comes before the Court on Defendant Southeast
Personnel Leasing, Inc.'s motion to transfer the case to
the District Court for the Middle District of Florida, Tampa
Division, pursuant 28 U.S.C. § 1404(a) (ECF No. 5).
Plaintiff Future Sanitation, Inc. opposes the motion on the
basis that the parties' prior forum selection clause is
unenforceable. For the reasons set forth below,
Defendant's motion to transfer will be granted.
case arises from a breach of contract. Plaintiff Future
Sanitation is a New Jersey-based corporation that provides
waste removal and hauling services. (SAC at ¶¶1-
3). Defendant SouthEast is a Florida-based “personnel
company” that “provides ‘back office'
administrative services to companies, including payroll
services, processing of workers' compensation insurance
premiums, and other bookkeeping-type services.”
(Id. at ¶¶ 2-4).
2013, Future Sanitation and SouthEast entered into a
“Customer Service Agreement, ” wherein SouthEast
essentially took control of Future Sanitation's workforce
and operations. (Id. at ¶ 7). “As part of
the parties' contract, SouthEast was obligated to pay the
workers' compensation insurance premiums for Future
Sanitations' employees, and then in turn, would charge
Future Sanitation a weekly amount equal to the insurance
premium.” (Id. at ¶ 10). The agreement
also contained a choice of law and forum selection clause,
A. Applicable Law. This Agreement shall be governed by the
laws of Florida and both Parties consent to venue and
personal jurisdiction over them in the courts of that state,
including the federal courts, for purposes of construction
and enforcement of this Agreement.
(ECF No. 5-4, “Exhibit B”).
March 2015, the parties entered a “Client Leasing
Agreement, ” which set forth essentially the same terms
described above. (ECF No. 5-3, “Exhibit A”).
Specifically, the parties agreed to the same mandatory forum
selection clause as the 2013 agreement:
to the Complaint, over the course of the parties'
contract, disputes arose due to SouthEast purportedly
overcharging Future Sanitation. For instance, although Future
Sanitation reduced the workers' compensation premium, it
continued to charge Future Sanitation at the higher rate.
(SAC at ¶¶ 13-14). Future Sanitation claims,
“SouthEast used its control over Future
Sanitation's workforce and payroll to force Future
Sanitation to pay the unlawfully inflated workers'
compensation rates.” (Id. at ¶ 23).
Nevertheless, on April 12, 2016, SouthEast terminated their
Client Leasing Agreement with Future Sanitation, due to its
failure to make timely payments. (ECF No. 8-2 “Exhibit
raises six contract-based causes of action: (1) breach of
contract; (2) breach of obligation of good faith and fair
dealing; (3) tortious interference with contractual
relationships; (4) tortious interference with prospective
economic advantage; (5) unjust enrichment; and (6) breach of
fiduciary duty. Defendant responds, ...