Wada Farms, Inc. v. Jules and Associates, Inc., 4:14-cv-00324

Wada Farms (Idaho companies) leased equipment from Jules (California) under master lease agreements that included a forum-selection clause designating Los Angeles County, California, and a California choice-of-law clause.
Wada Farms tendered the 3% purchase-option payment; Jules refused to accept it, prompting litigation to enforce the tender.
Plaintiff initially filed in Idaho state court; Jules removed to federal court in Idaho based on diversity jurisdiction and moved to transfer venue to the Central District of California under the lease’s forum-selection clause.
Wada Farms argued Idaho law (Idaho Code § 29-110(1)) invalidates forum-selection clauses that select fora outside Idaho as against public policy.
The court applied Supreme Court precedent requiring controlling weight for valid forum-selection clauses and held Wada Farms failed to present an extraordinary reason to avoid enforcement.
The court granted the motion and transferred the case to the United States District Court for the Central District of California.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Enforceability of forum-selection clause	Idaho statute renders clauses selecting fora outside Idaho void as against public policy	Parties bargained for a valid forum-selection clause selecting Los Angeles; it should control under federal law	Enforce clause; transfer required — plaintiff failed to show extraordinary reason to avoid it
Effect of parties’ sophistication/consent	Wada Farms argued Idaho public-policy statutes protect Idaho litigants	Jules emphasized both parties are sophisticated businesses and consented to the clause	Sophistication and consent support enforcement; no coercion shown
Proper analysis under 28 U.S.C. § 1404(a) given clause	Idaho statute should be weighed in transfer analysis	Atlantic Marine requires forum-selection clauses be given controlling weight; § 1404(a) analysis altered accordingly	Atlantic Marine controls; plaintiff’s forum choice merits no weight and private convenience factors largely irrelevant
Whether contract dispute is "extraordinary" to avoid clause	Claimed Idaho statutes regarding certain disputes (titles/real property) mandate Idaho adjudication	Jules: this is a routine contract dispute that does not present extraordinary circumstances	Not extraordinary; statute alone insufficient to overcome the clause

Atlantic Marine Construction Co. v. United States District Court for the Western District of Texas, 134 S. Ct. 568 (2013) (forum-selection clauses are given controlling weight and ordinarily mandate transfer under § 1404(a))
Jones v. GNC Franchising, Inc., 211 F.3d 495 (9th Cir. 2000) (pre-Atlantic Marine discussion of state public-policy statutes in forum-selection analysis)