Jarwin v. Dixie Elec., LLC
| Decision Date | 23 June 2017 |
| Docket Number | Case No. CIV-17-351-M |
| Parties | JAMES JARWIN, an individual, Plaintiff, v. DIXIE ELECTRIC, LLC, a limited liability company, Defendant. |
| Court | U.S. District Court — Western District of Oklahoma |
Before the Court is Defendant Dixie Electric, LLC's Motion to Transfer Venue, filed April 4, 2017. On April 26, 2017, plaintiff responded, and on May 3, 2017, defendant replied. Based on the parties' submissions, the Court makes its determination.
Plaintiff began his employment with defendant on or about March 2014. On or about February 2016, plaintiff was promoted to Regional Manager/Sales Representative, which included an increase in salary and a vehicle allowance. On March 17, 2016, plaintiff signed and emailed defendant an Employment Agreement, which set forth details of plaintiff's position as a Regional Manager/Sales Representative. The Employment Agreement was never signed by a representative of defendant; however, defendant paid plaintiff a $25,000.00 signing bonus, pursuant to the agreement, and plaintiff commenced his duties as the Regional Manager/Sales Representative.
On December 2, 2016, plaintiff submitted his letter of resignation to defendant, which made his resignation effective December 31, 2016. Upon plaintiff's resignation, defendant sent a letter to plaintiff notifying him that $5,769.60 was withheld from plaintiff's final paycheck, as well as an additional $2,340.90 was withheld for fuel reimbursement. Further, defendant informed plaintiff that it demanded $16,889.50, the remaining portion of the signing bonus to be returned.1 Plaintiff now alleges the following causes of action against defendant: (1) declaratory judgment; (2) unjust enrichment; (3) defamation; and (4) unpaid wages.
Defendant now moves this Court for an Order transferring this matter to the United States District Court in the Western District of Texas, pursuant to the forum-selection clause within the Employment Agreement between plaintiff and defendant. Plaintiff contends that the Employment Agreement is not valid because a representative for defendant never signed the Employment Agreement and, therefore, the forum-selection clause is unenforceable. Further, plaintiff asserts that even if the Court finds the Employment Agreement valid, this matter should not be transferred because the forum-selection clause was permissive, not mandatory. Defendant contends that a signature was not required on its part to execute the Employment Agreement, particularly considering it performed pursuant to the Employment Agreement. Defendant further contends that the forum-selection clause was mandatory, and plaintiff has not presented any extraordinary circumstances that would defeat the enforceability of the forum-selection clause.
"[O]ne of the elements generally required to create an enforceable contract is '[e]xecution and delivery of the contract with an intent that it become mutual and binding on both parties.'"Baylor Univ. v. Sonnichsen, 221 S.W.3d 632, 635 (Tex. 2007) () (internal citations omitted). "Evidence of mutual assent in written contracts generally consist of signatures of the parties and delivery with the intent to bind." Id. However, the Texas Supreme Court has recognized that where the contract does not expressly require a signature for execution, lack of a signature does not automatically invalidate a contract. See Mid-Continent Cas. Co. v. Global Enercom Mgmt., Inc., 323 S.W.3d 151, 157 (Tex. 2010) (); see also Mailing and Shipping Sys. v. Neopost USA, Inc. d/b/a Hasler, 937 F.Supp.2d 879, 886 (W.D. Tex. 2013) ().
Having carefully reviewed the parties' submissions, the Court finds that the Employment Agreement is valid. Specifically, plaintiff, the party trying to invalidate the contract, delivered the Employment Agreement back to defendant via email stating: Email from plaintiff to defendant regarding the Employment Agreement, attached as Exhibit A-1 to defendant's Mot. to Transfer. In turn, in its brief, defendant contends that it promoted plaintiff to Regional Manager/Sales Representative, compensated plaintiff at the contracted rate, allowed plaintiff to have access to its confidential information and delivered to plaintiff the contingent signing bonus. See defendant's reply at 5 (). The Courtfinds that despite defendant's signature lacking from the Employment Agreement, a condition precedent not expressly found in the Employment Agreement, the parties' respective actions indicated a mutual agreement that the Employment Agreement would be binding on both parties. Therefore, the Court finds that the Employment Agreement was fully executed by both parties and, therefore, enforceable.
"Mandatory forum selection clauses contain clear language showing that jurisdiction is appropriate only in the designated forum." Hancock v. Am. Tel. & Tel. Co., Inc., 804 F. Supp. 2d 1196, 1201 (W.D. Okla. 2011) (internal quotations omitted) (quoting K & V Scientific Co. v. Bayerische Motoren Werke Aktiengesellschaft, 314 F.3d 494, 498 (10th Cir. 2002)). "Permissive forum selection clauses, in contrast, . . . authorize jurisdiction in a designated forum, but do not prohibit litigation elsewhere." Id. (internal quotations omitted) (quoting Excell, Inc. v Sterling Boiler & Mech., Inc., 106 F.3d 318, 321 (10th Cir. 1997)).
Plaintiff contends that the forum-selection clause within the Employment Agreement is permissive, and that he only consented to personal jurisdiction in Texas, but did not waive his right to litigate a dispute related to the Employment Agreement in Oklahoma. Defendant asserts that the forum-selection clause in the Employment Agreement is mandatory, and that the parties agreed that any claims related to the Employment Agreement or arising out of the parties' employment relationship could only be brought in Texas.
Having carefully reviewed the parties' submissions, the Court finds that the forum-selection clause within the Employment Agreement is mandatory. The forum-selection clause in the Employment Agreement states as follows:
DIXIE and EMPLOYEE consent to the exclusive jurisdiction of the state and federal courts located in Midland, Midland County, Texas as well as to the jurisdiction of all courts of which an appeal may be taken from such courts, for the purpose of any suit, action or other proceeding arising out of, or in connection with, this Agreement or that otherwise arise out of EMPLOYEE's employment relationship with DIXIE.
Employment Agreement § 10(d), attached as Exhibit A-1 to defendant's Mot. to Transfer. The Court finds that the language in the forum-selection clause is clear and explicit as to the jurisdiction in which the parties intended all legal disputes arising from the Employment Agreement to be litigated. Particularly, the Court finds that the parties' use of the language "exclusive jurisdiction" in the Employment Agreement mandates that this matter be litigated in either the state or federal courts located in Midland, Texas. See K & V Sci. Co., 314 F.3d at 500 ( ).
In Atlantic Marine Construction Company. v. U. S. District Court for the Western District of Texas, et. al., 134 S.Ct. 568 (2013), the Supreme Court recognized that "a forum-selection clause may be enforced by a motion to transfer under [28 U.S.C.] § 1404(a) . . ., which provides that "'[f]or the convenience of parties and witnesses, in the interest of justice, a district court may transfer any civil action to any other district or division where it might have been brought or to any district or division to which all parties have consented.'" Id. at 575 (citing 28 U.S.C. § 1404(a)). Further, the Court held that "[w]hen a defendant files such a motion . . . a district court should transfer the case unless extraordinary circumstances unrelated to the convenience of theparties clearly disfavor a transfer." Id. In determining if those unusual circumstances exist, the Court engages in the following analysis:
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