TLE Marketing Corporation v. WBM, LLC DO NOT DOCKET. CASE HAS BEEN TRANSFERRED OUT., 0:17-cv-03812

TLE Marketing (sales rep) and WBM (manufacturer/importer) had a long-term sales representative agreement with a forum-selection clause designating New Jersey courts.
WBM terminated the contract in June 2017; TLE filed suit in Minnesota state court asserting breach of contract and claims under Minn. Stat. § 325E.37 and § 181.145 for unpaid commissions and wrongful termination.
WBM answered, counterclaimed, and moved to transfer the case to the U.S. District Court for the District of New Jersey under 28 U.S.C. § 1404(a), relying on the contract’s forum-selection clause.
TLE opposed transfer, arguing the forum-selection clause is unenforceable as contrary to Minnesota public policy embodied in Minn. Stat. § 325E.37 (which forbids choice-of-law clauses and waivers of the statute).
The Court applied the Atlantic Marine framework: when a valid forum-selection clause exists, transfer is ordinarily required and plaintiff’s forum choice and private-interest factors are given no weight; only public-interest factors may be considered.
The Court found TLE failed to show the “extraordinary circumstances” needed to overcome the forum-selection clause and granted transfer to the District of New Jersey.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the forum-selection clause is unenforceable as against Minnesota public policy	Minn. Stat. § 325E.37 protects sales reps and prohibits contractual provisions that circumvent the statute; thus the clause is void	The clause is valid and enforceable; Atlantic Marine requires transfer absent extraordinary public-interest factors	Clause enforceable; transfer ordered under § 1404(a) to New Jersey
Whether § 325E.37’s anti-waiver language invalidates forum/venue clauses	Statute’s ban on choice-of-law and waivers reflects a policy protecting sales reps’ forum rights	Statute addresses choice of law and waiver of the statute, not venue; no clear statutory bar to forum clauses	§ 325E.37 does not show Minnesota public policy barring forum-selection clauses
Whether out-of-state authorities interpreting similar statutes compel a different result	Reliance on Illinois, New Jersey, Wisconsin decisions that refused to enforce forum clauses under similar statutes	Those decisions are not binding, predate Atlantic Marine, and have been questioned or rejected later	Court declined to follow nonbinding out-of-state precedent; Atlantic Marine controls
Burden to overcome a valid forum-selection clause	TLE must show extraordinary public-interest circumstances to deny transfer	WBM says plaintiff cannot meet the heavy burden; only public-interest factors permitted and rarely dispositive	TLE failed to meet heavy burden; transfer granted

Atl. Marine Constr. Co. v. U.S. Dist. Court, 134 S. Ct. 568 (2013) (forum-selection clauses ordinarily control; plaintiff’s forum choice and private-interest factors largely irrelevant)
M.B. Rests., Inc. v. CKE Rests., Inc., 183 F.3d 750 (8th Cir. 1999) (forum-selection clauses may be invalid for reasons like fraud or overreaching)
Rogovsky Enter., Inc. v. MasterBrand Cabinets, Inc., 88 F. Supp. 3d 1034 (D. Minn. 2015) (court must confirm venue is proper before transferring a case)