ASAP Auto Group, LLC v. Marina Dodge, Inc.
3 F. Supp. 3d 573
S.D. Miss.2014Background
- ASAP Auto Group, LLC and Joseph C. Martin (Mississippi citizens) sued Marina Dodge, Marina Mitsubishi, John Gabriele, Sonia Romantini, Tony Gabriele (New York citizens), and Terry Gentry (Michigan) in Lauderdale County, Mississippi state court asserting contract, libel, fraud, slander, and tortious interference claims and seeking several million dollars.
- Defendants (Marina Dodge, Marina Mitsubishi, and others) removed to federal court based on diversity jurisdiction; plaintiffs moved to remand.
- The parties’ contracts contain a mandatory forum selection clause specifying Lauderdale County, Mississippi, as the proper venue for any dispute.
- Defendants argued the contracts were not valid (not executed by plaintiffs) and thus the forum clause is unenforceable; plaintiffs produced signed copies contradicting that claim.
- The Meridian (Lauderdale County) federal courthouse closed three days before defendants filed for removal; at removal there was no federal courthouse in Lauderdale County.
- Court focused on whether the forum selection clause waived defendants’ removal rights and whether one contracting defendant’s waiver prevents removal by codefendants under the unanimity rule.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Enforceability of forum-selection clause | Clause is valid and exclusive; contracts were executed by both parties | Clause invalid because plaintiffs never executed the contracts | Court found signed contracts showing execution; clause is valid and mandatory |
| Does the clause waive defendants’ right to remove? | Clause establishes exclusive venue in Lauderdale County and thus waives right to remove | Clause does not clearly waive removal or is ambiguous; removal still permitted | Court held clause operates as a waiver of removal rights when it mandates county venue |
| Effect of federal courthouse closure on venue/removal | Because no federal courthouse remained in Lauderdale County at removal, the clause mandates state-court venue | Defendants argued courthouse existed when contract was formed so no waiver | Court applied precedent (Yakin) and held closure at removal means the clause requires state-court venue and waives removal |
| Joining non-contracting defendants — does that defeat remand? | Waiver by contracting defendants prevents them from consenting; unanimity lacking so remand required | Joining non-contract defendants should allow removal by those defendants who never waived rights | Court held one defendant’s contractual waiver can prevent entire-case removal because unanimity of consent was not met |
Key Cases Cited
- Afram Carriers, Inc. v. Moeykens, 145 F.3d 298 (5th Cir. 1998) (forum-selection clauses are presumptively valid; party opposing enforcement bears heavy burden)
- Alliance Health Group, LLC v. Bridging Health Options, LLC, 553 F.3d 397 (5th Cir. 2008) (forum clause naming a county permits federal venue only if a federal courthouse sits in that county)
- Doe v. Kerwood, 969 F.2d 165 (5th Cir. 1992) (unanimity rule for removal; limits on excluding a nonconsenting party’s removal consent)
- Ensco Int'l, Inc. v. Certain Underwriters at Lloyd’s, 579 F.3d 442 (5th Cir. 2009) (three ways to clearly and unequivocally waive removal rights)
- Yakin v. Tyler Hill Corp., 566 F.3d 72 (2d Cir. 2009) (forum clause naming a county can waive removal when no federal courthouse exists in that county at time of removal)
- M/S Bremen v. Zapata OffShore Co., 407 U.S. 1 (1972) (courts should enforce forum-selection clauses absent strong reasons to set them aside)