Focus Bridge HI Coliseum LLC v. Holiday Hospitality Franchising LLC
1:24-cv-00168
| N.D. Ind. | Sep 25, 2024Background
- Plaintiff (Focus Bridge Hi Coliseum LLC) and Defendant (Holiday Hospitality Franchising LLC) entered into a 2020 Licensing Agreement for a Holiday Inn hotel in Fort Wayne, Indiana, governed by Georgia law.
- The Agreement contained a forum selection clause, naming courts in the Northern District of Georgia and DeKalb County, Georgia as the exclusive venues for litigation initiated by the licensee (Focus).
- A dispute arose over Focus’s sale of its interest in the property without HHF’s consent and the applicability of liquidated damages under the agreement.
- Focus filed suit in Indiana state court; HHF removed the case to federal court and moved to transfer venue to Georgia, citing the forum selection clause and 28 U.S.C. § 1404(a).
- Focus opposed the transfer, arguing the clause was permissive, not mandatory, and that public and private interest factors favored keeping the case in Indiana.
- The court analyzed the contract language and controlling legal standards for interpreting forum selection clauses and venue transfer motions.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Is the forum selection clause mandatory or permissive? | Clause is non-exclusive, so venue in Indiana is permissible. | Clause is mandatory; only listed Georgia courts are proper. | Forum selection clause is mandatory; only courts in Georgia are appropriate. |
| Should venue be transferred under § 1404(a)? | Private/public factors favor Indiana (location of property). | Mandatory forum clause and public factors favor Georgia. | Transfer granted to Georgia District Court per clause and controlling weight. |
| Which law governs clause validity? | (No express challenge) | Georgia law per choice-of-law clause. | Georgia law governs clause validity, as specified in the Agreement. |
| Do public interest factors outweigh enforcement of the clause? | Indiana has local interest; trial easier locally. | Georgia courts less congested; Georgia law applies. | Public factors do not outweigh enforcing forum selection; transfer warranted. |
Key Cases Cited
- Atl. Marine Const. Co. v. U.S. Dist. Ct. for W. Dist. of Texas, 571 U.S. 49 (forum selection clauses are generally controlling in venue decisions)
- Jackson v. Payday Fin., LLC, 764 F.3d 765 (forum selection and choice-of-law clause interpretation in diversity)
- Clerides v. Boeing Co., 534 F.3d 623 (public interest factors in venue transfer)