Bass v. MAACO Franchisor SPV, LLC
3:25-cv-00535
| W.D.N.C. | Jun 30, 2025Background
- Plaintiffs, a Texas-based auto repair group (SEB Auto Group and its sole member, Sonia Bass), operated a franchise under Defendants, MAACO Franchisor SPV, Driven Brands, Inc., Daryl Hurst, and Helmuth Mayer, pursuant to an April 2020 Franchise Agreement.
- The Franchise Agreement contained a forum-selection clause (FSC), requiring all disputes to be litigated exclusively in courts sitting in Charlotte, North Carolina.
- Plaintiffs allege fraud, misrepresentation, breach of contract, statutory DTPA violations, and assault, asserting the defendants induced them into the agreement with false promises and provided inadequate support.
- Plaintiffs filed suit in Texas state court; Defendants removed the case to federal court and moved to transfer venue to the Western District of North Carolina, citing the FSC.
- Plaintiffs argue the FSC is unenforceable due to fraudulent inducement impacting the entire agreement.
- Defendant Helmuth Mayer was dismissed as an improperly joined party.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the FSC is mandatory | Not contested | Mandatory; uses exclusive language | FSC is mandatory |
| Whether the FSC is enforceable | Fraudulent inducement of full contract nullifies FSC | Only fraud targeting FSC itself would bar enforcement | Enforceable; fraud must specifically target FSC |
| Whether the FSC covers all asserted claims | Some tort claims (e.g., assault) are outside scope | Broad language covers all claims relating to the Agreement | Covers all claims; "relating to" is interpreted broadly |
| Whether public interest factors defeat transfer | Texas's local interest outweighs transfer | N.C. has greater connection; court congestion favors transfer | Public factors favor transfer; no extraordinary circumstances |
Key Cases Cited
- Stewart Org., Inc. v. Ricoh Corp., 487 U.S. 22 (forum-selection clauses may be enforced via § 1404(a) transfer)
- Van Dusen v. Barrack, 376 U.S. 612 (purpose of § 1404(a) is efficiency and justice-based transfer)
- Action Indus., Inc. v. U.S. Fid. & Guar. Co., 358 F.3d 337 (transfer determination based on public and private factors)
- Haynsworth v. The Corp., 121 F.3d 956 (fraud must be directed at FSC, not just the whole contract, to invalidate)
- Atlantic Marine Constr. Co. v. U.S. District Court for W. Dist. of Tex., 571 U.S. 49 (modified § 1404(a) analysis applies to enforceable FSCs)
- In re Volkswagen of Am., Inc., 545 F.3d 304 (transferee venue must be "clearly more convenient")