EMANUEL v. CARDIS ENTERPRISES INTERNATIONAL (USA), INC., 2:15-cv-07843

Plaintiffs Josh Emanuel (New Jersey resident) and JECO Technologies, Inc. (Florida LLC) sued Cardis Enterprises International (USA), Inc. (Delaware corporation) in D.N.J. alleging breach of a June 25, 2013 consulting agreement, unjust enrichment, and conversion for unpaid fees of ~$43,000.
The Agreement paid JECO $30,000/month and contemplated Emanuel performing services; it contained §5.9: "This Agreement...shall be construed and governed in accordance with the law of the State of Delaware and the courts of Delaware shall have exclusive jurisdiction."
Cardis moved to dismiss for lack of personal jurisdiction under Rule 12(b)(2) or, alternatively, to transfer venue to the District of Delaware under 28 U.S.C. §1404(a).
Cardis submitted a CEO declaration denying systematic contacts with New Jersey (no NJ clients, revenues, bank accounts, certificate to do business, or NJ-hosted website).
Plaintiffs disputed some factual points (where negotiations occurred, whether Cardis operated through Emanuel in NJ) but provided no affidavits resolving the jurisdictional facts.
The Court found the personal-jurisdiction record unclear and instead enforced the Agreement’s exclusive Delaware-jurisdiction clause, transferring the case to the District of Delaware.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether D.N.J. has personal jurisdiction over Cardis	JECO/Emanuel contend Cardis contracted with a NJ-based consultant and solicited clients nationwide (including NJ), supporting jurisdiction	Cardis says it is Delaware-incorporated with principal place of business in NY and lacks continuous/systematic contacts with NJ beyond dealings with JECO/Emanuel	Court found jurisdictional facts murky and did not decide jurisdiction; declined to adjudicate jurisdiction given transfer clause
Whether the forum-selection clause §5.9 (Delaware courts have exclusive jurisdiction) is enforceable, permitting transfer under §1404(a)	Plaintiffs argued the clause is boilerplate/choice-of-law titled and not explicit forum-selection, and transfer would be inconvenient and unjust	Cardis argued clause is clear and mandatory; forum clause should be enforced and case transferred to Delaware	Court enforced the exclusive Delaware-jurisdiction clause and transferred the action to the District of Delaware under §1404(a)

Daimler AG v. Bauman, 571 U.S. 117 (general-jurisdiction standard; corporation "at home")
Goodyear Dunlop Tires Operations, S.A. v. Brown, 564 U.S. 915 (distinguishing general and specific jurisdiction)
Int’l Shoe Co. v. Washington, 326 U.S. 310 (minimum contacts/due process framework)
Burger King Corp. v. Rudzewicz, 471 U.S. 462 (purposeful availment/specific jurisdiction analysis)
Helicopteros Nacionales de Colombia, S.A. v. Hall, 466 U.S. 408 (specific jurisdiction principles)
Atlantic Marine Construction Co. v. U.S. District Court, 571 U.S. 49 (forum-selection clauses ordinarily enforced; transfer under §1404(a))
M/S Bremen v. Zapata Off-Shore Co., 407 U.S. 1 (forum-selection clause enforceability principles)
Jumara v. State Farm Ins. Co., 55 F.3d 873 (private and public factors for §1404(a) transfer analysis)