Bridge Crane Specialists, LLC v. TNT Crane & Rigging, Inc., 4:21-cv-00405

Background

Plaintiff Bridge Crane Specialists, LLC (Oklahoma LLC; members domiciled in Tulsa County) sues TNT Crane & Rigging, Inc. (Texas corp., principal place in Harris County) for negligence arising from a June 30, 2021 tandem crane lift accident at the Austin Tesla Gigafactory (Austin, TX).
Bridge Crane alleges TNT provided cranes/operators pursuant to verbal agreement memorialized by TNT Ticket No. 316609; the ticket/quote included a forum-selection clause designating Harris County, Texas (state) and the Southern District of Texas (federal).
Bridge Crane filed suit in the Northern District of Oklahoma seeking damages > $75,000. TNT moved to dismiss for improper venue or transfer to the Southern District of Texas; alternatively, TNT sought transfer to the Western District of Texas.
Central disputes: whether a substantial part of the events occurred in Oklahoma under 28 U.S.C. § 1391(b)(2); whether the forum-selection clause in TNT’s quote was incorporated/waived; and whether transfer under § 1404(a) is appropriate and, if so, to which Texas district.
The court found the documents ambiguous as to incorporation/waiver of the forum-selection clause, held that the negligence occurred in Austin (Western District of Texas) so venue did not lie in the Northern District of Oklahoma, declined transfer to the Southern District, and granted transfer to the Western District of Texas for convenience.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether venue is proper in the Northern District of Oklahoma under 28 U.S.C. §1391(b)(2)	Oklahoma is proper because TNT’s quote/invoice and negotiations were sent to/occurred in Oklahoma; substantial events connected to the dispute happened here	Events giving rise to the negligence claim occurred in Austin, TX, not Oklahoma	Venue in N.D. Okla. is improper (negligence occurred in Austin)
Whether TNT’s forum-selection clause (quote) bars suit in Oklahoma (incorporation/waiver)	Bridge Crane: the quote was unsigned, dated months earlier, PO does not plainly incorporate the quote; clause ambiguous so not enforced	TNT: quote contains clear mandatory federal court venue clause for Southern District of Texas and Plaintiff accepted job	Clause ambiguous when documents read together; ambiguity construed against drafter; no clear and unequivocal waiver — clause not enforced to bar Oklahoma suit
Whether transfer to the Southern District of Texas is appropriate	(Implicit) Plaintiff prefers to keep case in Oklahoma	TNT: venue proper in Southern District because defendant resides there and clause designates that venue	Court found Southern District was a proper venue for defendant’s residence but rejected transfer there because the Complaint alleged no material events in Houston/Southern District
Whether transfer to the Western District of Texas under 28 U.S.C. §1404(a) is appropriate	Plaintiff opposed transfer	TNT alternatively sought transfer to Western District where Austin (incident site) is located; witnesses and evidence more accessible there	Court granted transfer to the Western District of Texas as more convenient for witnesses and evidence (interest of justice)

Key Cases Cited

Employers Mut. Cas. Co. v. Bartile Roofs, Inc., 618 F.3d 1153 (10th Cir. 2010) (two-part test for §1391(b)(2): examine nature of claims and whether substantial events occurred in forum)
Chrysler Credit Corp. v. Country Chrysler, Inc., 928 F.2d 1509 (10th Cir. 1991) (§1404(a) transfer analysis requires individualized, case-by-case consideration of convenience and fairness)
Stewart Org., Inc. v. Ricoh Corp., 487 U.S. 22 (1988) (forum-selection clause principles and considerations informing transfer analysis)
Lexecon Inc. v. Milberg Weiss Bershad Hynes & Lerach, 523 U.S. 26 (1998) (illustrates §1404(a) purpose to avoid wasting time, energy, and money)
Milk 'N' More, Inc. v. Beavert, 963 F.2d 1342 (10th Cir. 1992) (ambiguities in forum-selection clauses construed against the drafter; waiver must be clear and unequivocal)