Old Chicago II Franchising, LLC v. TAC Ventures
1:23-cv-02596
D. Colo.May 1, 2024Background
- Old Chicago II Franchising, LLC sued WD Ventures, LLC and individual defendants, alleging breach of franchise-related agreements and trade secret misappropriation after defendants rebranded and ceased payments.
- Original suit was filed in the District of Utah; defendants moved to dismiss for forum non conveniens, citing a forum selection clause specifying Broomfield, Colorado.
- Judge Campbell in Utah denied the motion to dismiss but transferred the case to Colorado federal court, interpreting the forum selection clause to permit federal court in Colorado.
- After transfer, defendants again moved to dismiss in Colorado, arguing the clause only allowed Colorado state court, or in the alternative, asked for interlocutory appeal or a stay.
- Plaintiff argued law of the case doctrine precluded reconsidering the prior denial of dismissal and supported retention in federal court under the forum clause.
- Judge Nina Y. Wang denied all aspects of the defendants' motion, upholding the prior court’s interpretation.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether law of the case doctrine bars relitigating forum non conveniens | Previous court rejected dismissal and transferred under the forum clause | New forum means new arguments; law of the case does not apply | Law of the case precludes relitigating the issue |
| Whether the forum selection clause bars federal court in Colorado | Clause allows both state and federal courts in CO | Clause only permits Colorado state court | Clause allows federal court; no bar |
| Whether dismissal, transfer, or stay should be granted | No basis for dismissal or further delay | Dismiss or at least certify interlocutory appeal | Motion denied in all respects |
| Whether interlocutory appeal of transfer order is appropriate | Not warranted; discretionary transfer orders typically not certifiable | Certification should be granted | Certification denied; may be renewed separately |
Key Cases Cited
- Sinochem Int’l Co. v. Malaysia Int’l Shipping Corp., 549 U.S. 422 (defining forum non conveniens as a supervening venue doctrine)
- Atl. Marine Constr. Co. v. U.S. Dist. Ct. for W. Dist. of Tex., 571 U.S. 49 (forum selection clauses are given controlling weight in most cases)
- Chrysler Credit Corp. v. Country Chrysler, Inc., 928 F.2d 1509 (law of the case doctrine applies to transferee courts regarding prior rulings)
- Stewart Org., Inc. v. Ricoh Corp., 487 U.S. 22 (standards for venue transfer under § 1404(a))
- Milk 'N' More, Inc. v. Beavert, 963 F.2d 1342 (forum selection clauses referencing counties usually indicate state, not federal, courts)