1:17-cv-07056
S.D.N.Y.Sep 28, 2018Background
- Plaintiff Abayomi Fagbeyiro worked for PFP from May 2007 to March 2017 and signed an Employee Non-Competition, Non-Solicitation and Confidentiality Agreement on May 14, 2007.
- The Agreement contained a choice-of-law clause (Connecticut law) and a mandatory forum-selection clause requiring ‘‘jurisdiction and venue for any litigation involving this Agreement or the employment relationship’’ to be in New Haven County, Connecticut.
- Plaintiff sued in the Southern District of New York alleging Title VII, NYSHRL, and NYCHRL employment discrimination and retaliation claims.
- Defendants moved to dismiss under Rule 12(b)(6) and, principally, to enforce the forum-selection clause via forum non conveniens.
- The district court applied the Second Circuit’s Phillips four-part test for forum-selection clauses and Atlantic Marine and Martinez guidance on enforcement via forum non conveniens.
- The court found the clause reasonably communicated, mandatory, and covering the claims (litigation ‘‘involving . . . the employment relationship’’), and held Plaintiff failed to show enforcement would be unreasonable or unjust.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Enforceability of forum-selection clause | Clause is limited to non-compete/non-solicitation contract disputes and does not cover discrimination/retaliation claims | Clause covers "any litigation involving this Agreement or the employment relationship," so it includes employment discrimination/retaliation claims | Clause is reasonable, mandatory, and covers the claims; presumptively enforceable |
| Whether plaintiff rebutted presumptive enforceability | Southern District of NY is most convenient; Connecticut is not sufficiently burdensome | Plaintiff waived venue challenge by agreeing to clause; Connecticut is nearby and not so inconvenient to deny day in court | Plaintiff failed to show enforcement would be unreasonable, unjust, or deprive him of his day in court |
| Proper procedural vehicle | Defendants should have moved to transfer under 28 U.S.C. § 1404(a) | Forum non conveniens is the proper vehicle to enforce a clause pointing to a state forum | Atlantic Marine controls: forum non conveniens is the correct mechanism; dismissal appropriate |
| Whether individual (non-signatory) defendants are covered | (not disputed by Plaintiff) | Non-signatories and agents may be bound or covered when closely related to the signatory employer | Individual defendants are covered by the clause or may enforce it given close relation to employer |
Key Cases Cited
- Atlantic Marine Const. Co. v. U.S. Dist. Court for W. Dist. of Texas, 571 U.S. 49 (forum-selection clauses enforced via forum non conveniens)
- Martinez v. Bloomberg LP, 740 F.3d 211 (2d Cir.) (forum-selection enforcement procedure and standards)
- Phillips v. Audio Active, Ltd., 494 F.3d 378 (2d Cir.) (four-part test for forum-selection clause validity)
- M/S Bremen v. Zapata Off–Shore Co., 407 U.S. 1 (forum-selection clauses presumptively enforceable absent fraud or unreasonableness)
- Roby v. Corp. of Lloyd’s, 996 F.2d 1353 (2d Cir.) (scope of forum-selection clauses not limited to breach-of-contract claims)
- Aguas Lenders Recovery Grp. v. Suez, S.A., 585 F.3d 696 (2d Cir.) (non-signatory status alone does not preclude enforcement of forum-selection clauses)
- Magi XXL, Inc. v. Stato della Citta del Vaticano, 714 F.3d 714 (2d Cir.) (non-signatory may enforce forum-selection clause when closely related to a signatory)