Federal Deposit Insurance Corporation v. Apex Home Loans, Inc.
1:15-cv-02484
N.D. OhioMay 13, 2016Background
- FDIC, as receiver for AmTrust, sued Apex for breach of two Master Correspondent Loan Purchase Agreements (2000 and 2007) alleging misrepresentations about mortgagors on nine loans secured by properties in MD, VA, GA, and FL.
- The 2000 and 2007 Agreements contain forum-selection clauses consenting to jurisdiction and venue in courts located in Cleveland, Ohio; the 2007 Agreement adds that Apex may sue elsewhere only with AmTrust’s written consent.
- FDIC filed in the Northern District of Ohio (Cleveland), complying with the contracts’ forum-selection clauses.
- Apex moved to transfer the case to Maryland under 28 U.S.C. § 1404(a), arguing convenience for parties and witnesses.
- FDIC opposed; the court treated the forum-selection clauses as valid and controlling under Atlantic Marine and denied the transfer motion.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Validity and enforceability of forum-selection clauses | Clauses are valid and preselect Cleveland; suit complies with them | Clauses are binding but Apex sought transfer for convenience | Court: Clauses valid; give controlling weight under Atlantic Marine; Apex waived private convenience objections |
| Effect of forum-selection clauses on § 1404(a) transfer analysis | Private-interest factors are foreclosed; only public-interest factors remain | Transfer requested; emphasized witness and party convenience | Court: Private factors weigh entirely for the contract forum; only public interests considered; transfer denied |
| Choice-of-law / public-interest factor | Ohio choice-of-law and Ohio courts’ familiarity favor Ohio forum | Maryland might be convenient for some witnesses | Court: Ohio choice-of-law and familiarity weigh against transfer |
| Severing claims under different agreements | FDIC: adjudicate both agreements together for efficiency | Apex: argued differing forum language might allow partial transfer | Court: Even if 2000 clause were less mandatory, piecemeal transfer is inappropriate; adjudicate claims together in Ohio |
Key Cases Cited
- Atlantic Marine Constr. Co. v. U.S. Dist. Ct. for W. Dist. of Tex., 134 S. Ct. 568 (2013) (forum-selection clauses control § 1404(a) analysis and private-interest factors are foreclosed)
- Moses v. Bus. Card Express, Inc., 929 F.2d 1131 (6th Cir.) (enumeration of private-interest and public-interest factors for transfer analysis)