Silvis v. Ambit Energy, L.P.
2015 U.S. Dist. LEXIS 31681
| E.D. Pa. | 2015Background
- Plaintiff Amy Silvis, a Pennsylvania resident, contracted with Ambit (Ambit Northeast, LLC and related entities) for residential electricity under marketing materials promising competitive, market‑based variable rates and an initial one‑month “teaser” rate.
- Dispute centers on alleged rate increases and breaches of the parties’ agreement(s); Plaintiff brings class claims for breach of contract, breach of the covenant of good faith and fair dealing, unjust enrichment, and declaratory relief on behalf of Pennsylvania customers.
- The Terms of Service contain a forum‑selection clause designating Texas as the exclusive venue for suit; the Residential Disclosure Statement and the Terms of Service are both implicated, and parties dispute which document governs.
- Defendants moved under 28 U.S.C. § 1404(a) to transfer the case to the Northern District of Texas based on the forum‑selection clause; Plaintiff opposed, arguing the Pennsylvania forum should be retained and that the clause (or its incorporation) is disputed and unconscionable.
- The Court applied the Atlantic Marine framework: first assess validity of the forum clause, then consider whether § 1404(a) public‑interest factors present extraordinary circumstances to override it; the Court reserved ruling on clause validity and decided the motion on public‑interest factors.
- The Court denied transfer, finding Pennsylvania’s local interests (regulation of its electricity market, contracts formed and breaches occurring in Pennsylvania, class limited to Pennsylvania residents) and the forum’s familiarity with Pennsylvania law sufficiently extraordinary to override the forum‑selection clause.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the forum‑selection clause in the Terms of Service governs this dispute | The controlling agreement is the Residential Disclosure Statement (not the Terms of Service); clause validity/incorporation is disputed and unconscionable | The forum‑selection clause in the Terms of Service is valid and requires transfer to Texas | Court reserved ruling on clause validity (record undeveloped) and decided transfer on public‑interest factors instead |
| Whether § 1404(a) transfer is warranted when a forum‑selection clause exists | Even if clause exists, extraordinary public‑interest factors support keeping the case in Pennsylvania | Enforce clause and transfer under Atlantic Marine because parties bargained for Texas venue | Transfer denied: public‑interest factors (local interest, familiarity with Pennsylvania law) overcome clause enforcement |
| Whether local‑interest/public‑interest factors favor transfer | Pennsylvania has a strong, historic regulatory interest in electricity sales to its residents; contracts formed and breaches occurred in PA; class limited to PA residents | Texas also has an interest and several defendants are Texas citizens; dispute is not strongly localized | Court found Pennsylvania’s regulatory and local interests decisive and favored retention in E.D. Pa. |
| Whether forum‑law (familiarity with governing law) supports transfer | Pennsylvania law applies; E.D. Pa. is better placed to apply PA law | Transferee court can apply PA law; forum‑law weighs neutrally for transfer | Forum‑law factor supports retention (though not dispositive) |
Key Cases Cited
- Atlantic Marine Constr. Co. v. U.S. Dist. Ct. for W. Dist. Tex., 134 S. Ct. 568 (2013) (forum‑selection clauses given controlling weight; courts may only override for extraordinary public‑interest reasons under § 1404(a))
- Jumara v. State Farm Ins. Co., 55 F.3d 873 (3d Cir. 1995) (federal law governs § 1404(a) transfer analysis; enumerates private and public interest factors)
- M/S Bremen v. Zapata Off‑Shore Co., 407 U.S. 1 (1972) (forum‑selection clauses are prima facie valid unless shown unreasonable due to fraud or overreaching)
- Stewart Org., Inc. v. Ricoh Corp., 487 U.S. 22 (1988) (forum‑selection clauses reflect parties’ agreement as to proper forum)
- Foster v. Chesapeake Ins. Co., 933 F.2d 1207 (3d Cir. 1991) (discusses unconscionability and defenses to enforcement of forum‑selection clauses)
- Piper Aircraft Co. v. Reyno, 454 U.S. 235 (1981) (public‑interest factors relevant to venue decisions)