Smokiam RV Resort LLC v. William Jordan Capital Inc, 2:17-cv-00885

Smokiam RV Resort LLC (Washington) borrowed from Kingdom Trust via a secured promissory note for construction financing; the Note included a California choice-of-law and forum-selection clause between Kingdom and Smokiam.
Defendants BSI Financial Services (Delaware/Texas) and William Jordan Capital, Inc. (California) serviced the Note but are not parties to the Note itself.
Smokiam alleges servicing errors: incorrect statements, failure to credit payments, improper late fees, and poor communication, which it says prevented USDA-guaranteed refinancing.
Smokiam sued for negligence and violation of the Washington Consumer Protection Act (WCPA); defendants moved to transfer venue under 28 U.S.C. § 1404(a) and to dismiss under Fed. R. Civ. P. 12(b)(6).
The court refused to enforce the Note’s forum-selection clause against defendants (they were not parties or shown to be agents/assignees), denied transfer, dismissed negligence with prejudice, and dismissed the WCPA claim without prejudice with leave to amend limited to WCPA facts.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Enforceability of Note’s forum-selection/choice-of-law clause against defendants	Clause should control forum and law	Defendants not parties to Note, clause doesn't bind them	Clause not applied to defendants; court analyzes venue and law without it
Motion to transfer under § 1404(a)	Implicit: enforce clause or transfer to California	Transfer needed for convenience and based on clause	Transfer denied; plaintiff’s Washington forum preserved after balancing Jones factors
Negligence: duty of care owed by servicer	Servicer breached duty causing injury	Loan servicer owes no duty beyond lender; no special relationship	Negligence claim dismissed with prejudice: no duty shown and amendment futile
WCPA: unfair/deceptive practice, public interest, causation	Servicing errors were deceptive, caused inability to refinance, and affected public interest	Complaint fails to plead public-interest impact and causation adequately	WCPA claim dismissed without prejudice; plaintiff granted leave to amend limited to pleading public-interest and causation facts

Stewart Org., Inc. v. Ricoh Corp., 487 U.S. 22 (U.S. 1988) (district courts must make individualized, case-by-case transfer decisions under § 1404(a))
Jones v. GNC Franchising, Inc., 211 F.3d 495 (9th Cir. 2000) (factors for analyzing convenience transfer requests)
Sec. Inv’r Prot. Corp. v. Vigman, 764 F.2d 1309 (9th Cir. 1985) (plaintiff’s choice of forum should rarely be disturbed)
Decker Coal Co. v. Commonwealth Edison Co., 805 F.2d 834 (9th Cir. 1986) (transfer must do more than merely shift inconvenience)
Bell Atl. Corp. v. Twombly, 550 U.S. 544 (U.S. 2007) (plausibility standard for pleadings)
Ashcroft v. Iqbal, 556 U.S. 662 (U.S. 2009) (requirement that factual allegations support reasonable inference of liability)
Paracor Fin., Inc. v. Gen. Elec. Capital Corp., 96 F.3d 1151 (9th Cir. 1996) (choice-of-law clauses do not bind nonparties)
Krainski v. Nev. ex rel. Bd. of Regents, 616 F.3d 963 (9th Cir. 2010) (leave to amend analysis and when dismissal without leave is proper)
Burnside v. Simpson Paper Co., 864 P.2d 937 (Wash. 1994) (apply forum state’s choice-of-law approach absent actual conflict)
Hangman Ridge Training Stables v. Safeco Title Ins. Co., 719 P.2d 531 (Wash. 1986) (elements required to plead a WCPA claim)
Tokarz v. Frontier Fed. Sav. & Loan Assoc., 656 P.2d 1089 (Wash. App. 1982) (lender/servicer duties and arm’s-length transaction principle)