Ina Collins v. Mary Kay Inc
2017 U.S. App. LEXIS 20465
3rd Cir.2017Background
- Plaintiff Ina M. Collins, a New Jersey resident and former Mary Kay beauty consultant, sued Mary Kay in D.N.J. as a putative class action under the New Jersey Wage Payment Law (NJWPL), alleging misclassification and required purchases that diverted wages.
- Collins and Mary Kay had two written agreements containing (1) mandatory forum-selection clauses designating Texas state courts (Dallas) and (2) choice-of-law clauses specifying Texas law.
- Mary Kay moved to dismiss on forum non conveniens grounds, invoking the forum-selection clauses; the District Court granted dismissal and Collins appealed.
- The principal legal question was layered: what law governs interpretation of a forum-selection clause when the contract also contains a choice-of-law clause (and whether that clause covers statutory wage claims)?
- The Third Circuit held that (a) state contract law governs interpretation of forum-selection clauses in diversity cases, (b) under New Jersey choice-of-law rules Texas law controls interpretation here because the contract’s choice-of-law clause is valid, and (c) under Texas law the clause’s broad "relating to this Agreement" language encompassed Collins’s NJWPL claim, so dismissal on forum non conveniens was affirmed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Governing law for interpreting forum-selection clause | Federal common law should govern (as District Court applied) | State contract law should govern interpretation in diversity cases | State contract law governs; federal common law reserved for enforceability issues |
| Which state’s contract law applies to interpretation | New Jersey law should apply despite contract clause | Texas law applies due to valid contractual choice-of-law clause | New Jersey choice-of-law rules respect parties’ choice; Texas law applies here |
| Scope of the forum-selection clause (does it cover statutory wage claim) | Collins: NJWPL claim falls outside clause because it is statutory, not contractual | Mary Kay: Broad "relating to this Agreement" language covers claims connected to the employment relationship, including statutory claims | Under Texas law, broad clause includes Collins’s wage claim; claim is within clause’s scope |
| Application of forum non conveniens (post-Atlantic Marine) | Plaintiff’s forum preference and local interests favor D.N.J. forum | Clause designates Texas; Atlantic Marine largely negates plaintiff’s forum-choice weight; defendant satisfied alternative forum exists | Atlantic Marine standards apply; plaintiff bears heavy burden and did not meet it; dismissal affirmed |
Key Cases Cited
- Atlantic Marine Constr. Co. v. U.S. Dist. Court for the W. Dist. of Tex., 134 S. Ct. 568 (2013) (forum-selection clauses alter forum non conveniens analysis and diminish weight of plaintiff’s forum choice)
- Jumara v. State Farm Ins. Co., 55 F.3d 873 (3d Cir. 1995) (distinguishing enforceability questions governed by federal law)
- John Wyeth & Bro. Ltd. v. CIGNA Int’l Corp., 119 F.3d 1070 (3d Cir. 1997) (forum-selection clause scope determined by contract principles)
- Klaxon Co. v. Stentor Elec. Mfg. Co., 313 U.S. 487 (1941) (federal courts in diversity apply forum state’s choice-of-law rules)
- M/S Bremen v. Zapata Off-Shore Co., 407 U.S. 1 (1972) (standards for enforceability and reasonableness of forum-selection clauses)