One on One Basketball, Inc. v. Global Payments Direct, Inc.
38 F. Supp. 3d 44
D.D.C.2014Background
- One on One Basketball, a D.C. corporation, alleges Global Payments (a Georgia corporation) misdirected American Express receipts, depriving plaintiff of >$400,000. Plaintiff sued in D.C. for breach of contract, breach of implied contract, and negligence.
- In April 2008 plaintiff’s president (Jackson) returned a Merchant Application that included a "Personal Guaranty" page signed by Jackson and a separate Card Services Terms & Conditions document. The Terms contain a merger clause, Georgia choice-of-law language, and an exclusive forum-selection clause pointing to Georgia state courts (Fulton County) or the U.S. District Court for the Northern District of Georgia.
- Defendant moved under 28 U.S.C. § 1404(a) to transfer the case to the Northern District of Georgia (relying on the forum-selection clause) and moved in part to dismiss the negligence claim for failure to state a claim.
- Plaintiff argued the forum clause did not apply because (1) portions of the Merchant Application were forged and (2) the parties were bound only by an oral contract, not the written Merchant Application.
- The court relied on undisputed documentary evidence showing Jackson signed the Personal Guaranty that expressly bound plaintiff to the Terms & Conditions (which include the merger and forum-selection clauses), and found the written agreement governs, not an oral contract.
- The court granted the transfer to the Northern District of Georgia and declined to rule on the negligence-dismissal request, leaving that issue for the transferee court under Georgia law.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Applicability/enforceability of forum-selection clause | Merchant Application not controlling; relationship was oral | Merchant Application (signed Personal Guaranty) and Terms (merger clause) bind plaintiff; clause controls | Clause governs; case transferred to N.D. Ga. under §1404(a) |
| Alleged forgery of signature(s) on Merchant Application | Portions of the Merchant Application (page two) bear a forged signature, so document unreliable | Jackson admits signing Personal Guaranty (page three) that incorporates Terms; alleged forgery of other pages is immaterial | Forgery claim irrelevant to applicability because undisputed signature on guaranty binds plaintiff to Terms |
| Existence of an oral contract | Jackson and Shields made an oral agreement to process payments on agreed percentage terms | Parties contemplated and executed written agreement; merger clause supersedes prior oral agreements | No enforceable oral contract as matter of law given signing, merger clause, contemplation of writing, and transaction size |
Key Cases Cited
- Atl. Marine Constr. Co. v. U.S. Dist. Court for the W. Dist. of Tex., 134 S. Ct. 568 (Sup. Ct.) (forum-selection clauses normally enforce transfer and plaintiff's forum choice merits no weight)
- Perles v. Kagy, 473 F.3d 1244 (D.C. Cir.) (requirements for enforceable oral contract and intent to be bound)
- Piper Aircraft Co. v. Reyno, 454 U.S. 235 (Sup. Ct.) (trial in forum familiar with governing law is preferred)
- New Economic Capital, LLC v. New Markets Capital Group, 881 A.2d 1087 (D.C. 2005) (burden to prove existence of an oral contract)