Valley Electrical Consolidated, Inc. v. TFG-Ohio, LP, 2:16-cv-00751

Valley Electrical (Ohio corp.) sold property to TFG-Ohio, LP and then leased it back under a Master Lease that gave Valley an option to repurchase after the base term for a price to be negotiated.
Defendants (TFG and Tetra, Utah entities) allegedly refused to negotiate in good faith after Valley notified them of its intent to exercise the repurchase option and continued charging rent.
Valley sued in Trumbull County Common Pleas (Ohio) asserting breach of contract, breach of the covenant of good faith and fair dealing, and seeking a declaratory judgment; defendants removed based on diversity jurisdiction.
The Lease contains a broad forum-selection clause designating state or federal courts in Salt Lake County, Utah as the sole and exclusive forum and a Utah choice-of-law clause.
Defendants moved to dismiss under Rule 12(b)(6) (waiver/venue) or, alternatively, to transfer under 28 U.S.C. § 1404(a); Valley sought leave to amend its complaint to add facts in response.
The court denied dismissal, granted transfer to the District of Utah under § 1404(a) (enforcing the forum-selection clause), and denied leave to amend without prejudice as futile on the existing record.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Enforceability/applicability of forum-selection clause	Valley does not claim clause invalid but contends 12(b)(6) is improper means to enforce venue clause	Clause is broad and mandates exclusive Utah forum; should be enforced	Clause is presumptively valid and applicable; enforcement appropriate via transfer (not dismissal)
Proper procedural mechanism to enforce forum clause	12(b)(6) addresses substantive sufficiency, not venue; dismissal inappropriate	12(b)(6) can be used by some courts to enforce forum clauses; here defendants sought dismissal/transfer	Court finds 12(b)(6) dismissal inappropriate here and denies dismissal; enforces clause via § 1404(a) transfer
Whether public/private interest factors outweigh clause under § 1404(a)/Atlantic Marine	Forum would be more convenient for Ohio witnesses/landlord/lenders; Ohio law should apply	Parties bargained for Utah forum; defendants and witnesses are in Utah; private-interest factors waived by clause	Under Atlantic Marine, private-interest factors are neutralized; plaintiff failed to show exceptional circumstances; transfer granted
Leave to amend complaint	Valley seeks leave to plead additional facts to rebut forum clause/enhance claims	Defendants oppose; argue clause governs and plaintiff has not shown futility is absent	Amendment denied without prejudice as plaintiff did not specify proposed facts and amendment appeared futile

Bell Atl. Corp. v. Twombly, 550 U.S. 544 (plausibility standard for Rule 12(b)(6))
Ass’n of Cleveland Fire Fighters v. City of Cleveland, Ohio, 502 F.3d 545 (6th Cir. 2007) (Rule 12(b)(6) pleading standard discussion)
Atlantic Marine Constr. Co. v. U.S. Dist. Ct. for W. Dist. of Tex., 134 S. Ct. 568 (2013) (effect of forum-selection clauses on § 1404(a) analysis)
Charvat v. GVN Mich., Inc., 561 F.3d 623 (6th Cir. 2009) (amount-in-controversy for removals)
Freeland v. Liberty Mut. Fire Ins. Co., 632 F.3d 250 (6th Cir. 2011) (declaratory-judgment amount in controversy analysis)
Smith v. Aegon Companies Pension Plan, 769 F.3d 922 (6th Cir. 2014) (using Rule 12(b)(6) to enforce statutory forum-selection clause)
Wong v. PartyGaming Ltd., 589 F.3d 821 (6th Cir. 2009) (burden on party opposing enforcement of forum-selection clause)
SFS Check, LLC v. First Bank of Delaware, 774 F.3d 351 (6th Cir. 2014) (futility as a basis to deny leave to amend)
Roberts Metals, Inc. v. Florida Properties Marketing, 138 F.R.D. 89 (N.D. Ohio 1991) (factors for § 1404(a) transfer)