20 F. Supp. 3d 709
D. Minnesota2014Background
- Decedent Thomas Plotkin, a Wyoming NOLS student, signed a NOLS Student Agreement before a 2011 wilderness course in India; the Agreement included a clause: disputes governed by Wyoming law and "mediation or suit shall occur or be filed only in the State of Wyoming."
- Plotkin disappeared and was presumed dead during the September 2011 course; his mother Brenner, as trustee for heirs, sued in Minnesota state court (wrongful death/negligence theories).
- NOLS removed to federal court and moved under 28 U.S.C. § 1404(a) to transfer venue to the District of Wyoming (or dismiss on forum non conveniens grounds), relying on the Agreement’s forum-selection and choice-of-law clause.
- Brenner challenged the Agreement’s validity (lack of consideration), its binding effect on a non-party trustee, the forum clause as an adhesion/unconscionable clause, and argued tort claims fall outside the clause.
- The district court held the Agreement was supported by consideration (encompassing enrollment materials and program benefits), found the Agreement intended to bind heirs, and concluded the forum-selection clause was valid, applicable to tort claims, and enforceable.
- Because the clause was valid and applicable, the court applied the Atlantic Marine framework and transferred the case to the U.S. District Court for the District of Wyoming.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Validity of contract (consideration) | Agreement lacks independent consideration | Agreement + referenced enrollment materials and tuition constitute consideration | Agreement valid; consideration present for the composite contract |
| Whether trustee (non-party) is bound | Trustee Brenner, as decedent’s representative, is not bound by Plotkin’s contract | Agreement expressly binds heirs and therefore binds trustee | Enforceable against trustee; Minnesota law permits binding heirs in these circumstances |
| Enforceability of forum-selection clause (adhesion/unconscionability) | Clause is contract of adhesion due to unequal bargaining power; unconscionable | Clause is prima facie valid; no fraud, coercion, or inability to obtain services elsewhere | Clause is not an adhesion clause and is enforceable under federal law |
| Applicability of clause to tort/wrongful-death claims | Tort duties arise independently of the Agreement; clause should not govern | Broad language "any mediation or suit" and choice-of-law show parties intended clause to cover disputes including torts | Under Wyoming law, clause covers tort claims; clause applies and transfer is warranted |
Key Cases Cited
- Terra Int’l, Inc. v. Miss. Chem. Corp., 119 F.3d 688 (8th Cir. 1997) (factors for transfer analysis absent forum-selection clause)
- Atlantic Marine Constr. Co. v. U.S. Dist. Court for the W. Dist. of Tex., 134 S. Ct. 568 (U.S. 2013) (forum-selection clauses alter § 1404(a) analysis; plaintiff bears burden to show transfer unwarranted)
- Schwan’s Sales Enters., Inc. v. SIG Pack, Inc., 476 F.3d 594 (8th Cir. 2007) (choice-of-law clause interpretation principles)
- M/S Bremen v. Zapata Off-Shore Co., 407 U.S. 1 (1972) (forum-selection clauses prima facie valid; enforce unless unreasonable)
- Servewell Plumbing, LLC v. Fed. Ins. Co., 439 F.3d 786 (8th Cir. 2006) (challenger bears heavy burden when clause resulted from arm’s-length negotiation)
- Durdahl v. Nat’l Safety Assocs., Inc., 988 P.2d 525 (Wyo. 1999) (Wyoming will not permit artful pleading to evade forum-selection clauses)
- Jackson State Bank v. Homar, 837 P.2d 1081 (Wyo. 1992) (broad forum/arbitration clauses can reach wide categories of disputes)