ICON Health & Fitness v. NVC Logistics Group, 1:16-cv-00167

Background

ICON manufactured fitness equipment and contracted with NVC to handle interstate shipment and delivery beginning December 2014; goods were allegedly lost or damaged and ICON sought at least $230,418 plus fees and interest.
ICON sued in Utah asserting four state-law claims: breach of contract, breach of the covenant of good faith and fair dealing, unjust enrichment, and negligence; complaint referenced 49 C.F.R. § 370.5 tied to the Carmack Amendment.
NVC moved to transfer venue based on forum-selection clauses in its WG-500 Tariff and MTSA (specifying District of New Jersey) and moved to dismiss under Rule 12(b)(6) arguing the Carmack Amendment (49 U.S.C. § 14706) preempts ICON’s state-law claims.
ICON opposed transfer (arguing waiver and non‑agreement to the contracts) and sought leave to amend to add an express Carmack claim and to plead state-law claims in the alternative.
The court denied NVC’s transfer motion, granted NVC’s 12(b)(6) motion to dismiss the original complaint as preempted by Carmack, and granted ICON leave to amend to plead a Carmack claim and alternative state-law theories.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether NVC procedurally forfeited its motion to transfer by not moving under Rule 12(b)(3)	NVC waived venue objection by failing to assert improper venue under Rule 12(b)(3)	Transfer via forum-selection clause is a forum non conveniens / §1404(a) issue and not governed by Rule 12	NVC did not forfeit the transfer motion; Rule 12(h) inapplicable to §1404 forum-non-conveniens transfer (Atl. Marine)
Whether the Carmack Amendment preempts NVC’s forum-selection clause	ICON: forum clause not binding (didn’t agree) and Carmack may not apply	NVC: forum clause in Tariff/MTSA valid and mandates New Jersey	Carmack preempts contractual forum-selection clauses when it applies (either NVC is a carrier or agreements incorporate Carmack); clause cannot dictate venue if Carmack governs
Whether the case should be transferred to New Jersey under 28 U.S.C. § 1404(a) absent an enforceable forum clause	ICON: Utah forum is proper and preferred; plaintiff’s choice entitled to deference	NVC: New Jersey is more convenient (headquarters, witnesses, documents)	Denied; plaintiff’s choice outweighs NVC’s unsupported convenience assertions and NVC failed to show Utah is inconvenient (transfer would shift inconvenience)
Whether ICON’s state-law complaint survives Rule 12(b)(6) given Carmack preemption	ICON: state-law claims permitted; complaint tied to 49 C.F.R. provisions	NVC: Carmack preempts state-law remedies; only Carmack claim available against carrier	Dismissed for failure to state a claim; factual allegations invoke Carmack and thus state-law claims are preempted; leave to amend granted to plead Carmack claim and alternative facts

Key Cases Cited

Adams Express Co. v. Croninger, 226 U.S. 491 (establishes Carmack Amendment supersedes state-law carrier rules)
Atl. Marine Constr. Co. v. U.S. Dist. Court, 134 S. Ct. 568 (forum non conveniens transfer under §1404 analyzed distinct from Rule 12 venue defenses)
Aluminum Prods. Distribs., Inc. v. Aaacon Auto Transp., Inc., 549 F.2d 1381 (10th Cir.) (federal statute preempted contractual arbitration clause; analogous to forum-clause preemption)
Kawasaki Kisen Kaisha Ltd. v. Regal-Beloit Corp., 561 U.S. 89 (discusses Carmack applicability; suggests forum clauses likely preempted if Carmack applies)
Smallwood v. Allied Van Lines, Inc., 660 F.3d 1115 (9th Cir.) (holds Carmack preempts forum-selection clauses and preserves plaintiff’s venue choice)
Bell Atl. Corp. v. Twombly, 550 U.S. 544 (pleading must state plausible claim)
Ashcroft v. Iqbal, 556 U.S. 662 (complaint must contain sufficient factual content to be plausible)
Scheidt v. Klein, 956 F.2d 963 (10th Cir.) (plaintiff’s choice of forum given great weight)