Miller Family Industries, Inc. v. Ives
1:25-cv-02923
S.D.N.Y.Jul 10, 2025Background
- Miller Family Industries, Inc. (Plaintiff) sued Christopher Ives (Defendant) in the Southern District of New York.
- Defendant moved to dismiss the action, citing a forum selection clause in a Memorandum of Understanding (MOU) that designates Delaware state or federal courts as the exclusive forum.
- Defendant invoked the doctrine of forum non conveniens, asking for dismissal rather than transfer to Delaware federal court.
- The forum selection clause permits actions in either Delaware state or federal court, making transfer to another federal court an available remedy.
- Defendant refused to consent to transfer under 28 U.S.C. § 1404(a) and instead requested outright dismissal for potential refiling in Delaware.
- Defendant also argued, for the first time in reply, that dismissal was warranted under Federal Rule of Civil Procedure 12(b)(3) for improper venue.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Enforcement of forum selection clause | Not clearly stated | Clause requires exclusive litigation in Delaware courts | Forum selection clause enforceable but transfer, not dismissal, is the appropriate remedy |
| Remedy for enforceable forum-selection clause | Not clearly stated | Case should be dismissed so defendant can pick Delaware state or federal court | Transfer is favored where federal court is available, dismissal not appropriate |
| Dismissal under Rule 12(b)(3) | Not clearly stated | Failure to plead venue justifies dismissal | Waived; argument made only in reply |
Key Cases Cited
- Atl. Marine Constr. Co. v. U.S. Dist. Ct. for W. Dist. of Texas, 571 U.S. 49 (2013) (explaining transfer under 28 U.S.C. § 1404(a) as preferred over dismissal when forum-selection clause points to another federal forum)
- Sinochem Int’l Co. Ltd. v. Malaysia Int’l Shipping Corp., 549 U.S. 422 (2007) (transfer preferred to dismissal when more convenient federal forum is available)
- Martinez v. Bloomberg LP, 740 F.3d 211 (2d Cir. 2014) (outlining enforcement of forum-selection clauses in federal courts)
- Rabinowitz v. Kelman, 75 F.4th 73 (2d Cir. 2023) (procedures for enforcing forum-selection clauses)
- Knipe v. Skinner, 999 F.2d 708 (2d Cir. 1993) (waiver of arguments not raised until reply brief)