McNair v. Monsanto Co., s. 1:02-CV-50-S WLS, 1:02-CV-120-4 WLS.
| Decision Date | 25 August 2003 |
| Docket Number | Nos. 1:02-CV-50-S WLS, 1:02-CV-120-4 WLS.,s. 1:02-CV-50-S WLS, 1:02-CV-120-4 WLS. |
| Citation | 279 F.Supp.2d 1290 |
| Parties | W. Hamill McNAIR, Ronnie Crosby, Samuel Perkins, John C. Harrel, Clarence V. Prince, John Emory Pryor, Robert D. Rushing, James H. Rushing, Jr. Tommy L. Heath, Alvin Heath, Phillip Braswell, Martin L. Stone, Dean Stone Laverne Stone, Garland T. Byrd, Billy Paulk, Clifford Lane Oliver, II, Ronnie Thompson, Tunaep Farms, Inc., and Pine Green, Inc., Plaintiffs, v. MONSANTO COMPANY, Pharmacia Corporation, as successor by merger with Monsanto Company and Delta and Pine Land Company, Defendants. |
| Court | U.S. District Court — Middle District of Georgia |
Frank C. Vann, Camilla, GA, James Lee Paul, Matthew J. McCoyd, Eric C. White, Atlanta, GA, for Plaintiffs.
Phillip A. Bradley, Kristen M. Pollock, Atlanta, GA, Dawn Gantt Benson, Albany, GA, Stephen L. Thomas, Jackson, MS, for Defendants.
Currently before the Court is Defendants', Monsanto Company and Pharmacia Corporation. Amended Motion to Transfer (Doc. No. 99), and Defendant Delta and Pine Land Company's Joinder In Amended Motion to Transfer and Brief In Support Thereof. (Doc. No. 105). The Defendants move to transfer said action to the United States District Court for the Eastern District of Missouri pursuant to a forum selection clause and 28 U.S.C. § 1404(a)(1993 & Supp.2002).
In addition, before the Court are Plaintiffs' Notice Of Objection To And Motion To Strike Papers Attached As Exhibits 1, 18, 19, 20, 21, and 22 To The Memorandum Of Law In Support Of Defendants' Amended Motion To Transfer (Doc No. 233); Renewed Notice Of Objection To And Motion To Strike Testimony Of The August 2, 2002, Declaration Of Carl M. Casale And Notice Of Objection To And Motion To Strike Testimony Of The Declaration Of Carl M. Casale, (Doc. No. 238); Notice Of Objection To And Motion To Strike Statements Contained In "Memorandum Of Law In Support Of Defendants' Amended Motion To Transfer" And "Defendant Delta And Pine Land Company's Joinder In Amended Motion To Transfer And Brief In Support Thereof (Doc. No. 239)"; Notice Of Objection To And Motion To Strike Paragraph 5 Of Declaration Of David J. Rhylander (Doc. No. 241); Notice of Objection And Motion To Strike Papers Attached As Exhibits C, D, and E, To Defendants' Response To Plaintiffs' Notice Of Objection And Motion To Strike Paragraph 5 Of The Declaration Of Davis J. Rhylander (Doc. No. 351); Notice Of Objection To And Motion To Strike Testimony Of The March 7, 2003, Declaration Of David J. Rhylander (Doc. No. 352); and Notice of Objection To And Motion To Strike Testimony Of The February 27, 2003, Declaration Of Ann Shackelford. (Doc. No. 353). For the reasons discussed below, the Court finds that Defendants' motions to transfer should be GRANTED and Plaintiffs' motions to strike should be DENIED.
This diversity action, filed April 5, 2002, is brought by twenty (20) Georgia farmers (hereinafter "Plaintiffs") against Defendants Monsanto Company ("Monsanto"), Pharmacia Corporation ("Pharmacia"), as successor by merger with Monsanto Company, and Delta and Pine Land Company ("Delta Pine")(hereinafter collectively referred to as "Defendants").1 Monsanto's principle place of business and headquarters are located in St. Louis, Missouri. Pharmacia's principle place of business is the State of New Jersey. Delta Pine's principle place of business is located in the State of Mississippi. All three Defendants are incorporated under the laws of Delaware. Plaintiffs allege that the cotton crop grown from seed produced and sold by Defendant Delta Pine, which contained the patented gene technology of Defendant Monsanto, experienced severe failure or reduction in yield. At issue specifically are the acres Plaintiffs planted in Georgia with the 1998 DP/Paymaster Cottonseed. (Compl.¶¶ 51, 52, Doc. No. 1).2 Plaintiffs have asserted the following claims against all Defendants: 1) Breach of Express Warranty (Count I); 2) Breach of Implied Warranty of Merchantability and Breach of Implied Warranty of Fitness for a Particular Purpose (Count II); 3) Product Liability-Recovery for Sale of a Defective Product (Count III); 4) Negligence (Count IV); 5) Negligent Misrepresentation (Count V); and 6) Fraud (Count VI).
On May 28, 2002, Defendants, Monsanto, Pharmacia and Delta Pine, filed their initial Motion To Transfer. (Doc. No. 9). The Court held a discovery and scheduling conference on Thursday, August 8, 2002. At the parties' request, discovery was stayed on the merits but allowed to proceed on the issue of transfer of venue only. (Doc. No. 27). After completion of discovery, Defendants filed Monsanto Company and Pharmacia Corporation's Amended Motion to Transfer and Defendant Delta and Pine Land Company's Joinder In Amended Motion to Transfer and Brief In Support Thereof. (Doc. Nos. 99, 105).3 As per the Plaintiffs' request, the Court heard oral arguments on the issue of transfer and matters relating thereto on August 11, 2003. Defendants. Monsanto and Pharmacia, move to transfer said action to the United States District Court for the Eastern District of Missouri pursuant to the forum selection clause found in Monsanto's Technology Agreement. Defendant Delta Pine joins in the motion. Defendants assert that a condition to the purchase and use of the cottonseed containing Monsanto's gene technology is that the purchaser and user enter into a license agreement called the Monsanto Technology Agreement. Defendants contend that seventeen (17) out of eighteen (18) Plaintiffs entered into a Monsanto Technology Agreement regarding their 1998 crops (hereinafter "1998 Agreement"). The 1998 Agreement contains the following forum selection clause:
This Agreement is governed by the laws of the State of Missouri and the United States (other than the choice of law rules). The parties consent to the exclusive jurisdiction of the U.S. District Court for the Eastern District of Missouri, Eastern Division, and the Circuit Court of the County of St. Louis, State of Missouri, for all disputes arising under this Agreement.
The forum selection clause is printed on the back of the single sheet contract. It is the only information printed in capital letters. It is undisputed that fifteen (15) Plaintiffs signed the 1998 Agreement containing the forum selection clause. (Defs.' Monsanto & Pharmacia, Brief Supp. Amend. Mot. To Transfer, Exs. 3 through 17; Defs.' Reply In Supp. Mot. To Transf., Doc. No. 320).4 The fifteen (15) Plaintiffs' signatures appear on the front of the contract below the statement "I acknowledge that I have read and understand the terms and conditions of this Agreement and that I agree to them." (See Defs.' Exs. 3-17).
In dispute is whether a valid and enforceable 1998 Agreement containing the forum selection clause exists as to five (5) Plaintiffs: Tommy Heath, Martin Stone, Dean Stone, Laverne Stone, and John Harrel. Defendants submit a signed 1998 Agreement by Alvin Health and assert that it is applicable to Tommy Heath as well since they share a farming operation and do not assert separate claims. Defendants do not submit a 1998 Agreement signed by Martin Stone, but assert that he admitted in deposition that he signed a Technology Agreement in December of 1997, regarding his 1998 cotton crop. (Id. at 4; Martin Stone Depo., pp. 23-27, 37-40). Similarly, Defendants do not submit a 1998 Agreement regarding the 1998 crop signed by Plaintiffs' Dean Stone or Laverne Stone. It is undisputed that Plaintiff, John Harrel, did not sign a 1998 Agreement.5 Defendants also assert that transfer is in the interest of justice and appropriate for all of the Plaintiffs' claims pursuant to 29 U.S.C. § 1404(a).
Plaintiffs oppose transfer of any and all of their claims and assert that the forum selection clause should not be enforced on several grounds. Plaintiffs challenge the validity and enforceability of the forum selection clause as to all Plaintiffs based on lack of notice. ). Plaintiffs assert that Defendants have failed to produce written agreements for five (5) Plaintiffs: John C. Harrel, Tommy L. Heath, Martin Stone, Dean Stone and Laverne Stone. Plaintiffs argue that these five (5) Plaintiffs' claims can not be transferred pursuant to the forum selection clause and it would be in the interest of justice to keep the entire case in the Middle District of Georgia because it is a more convenient forum. Plaintiffs argue that Defendants', Pharmacia and Delta Pine, can not rely on the forum selection clause because they are not parties to the contract and Plaintiffs' claims against them do not arise under the 1998 Agreement. Plaintiffs further argue that their tort law claims are not transferable because they do not arise under the 1998 Agreement. Plaintiffs also filed seven (7) motions to strike statements and or exhibits submitted by Defendants in support of their amended motion to transfer.
Upon review of the parties' arguments and the law, the Court finds there are five primary issues to be determined. The first issue is whether the forum selection clause is valid and enforceable as to those Plaintiffs that Defendants have submitted a signed 1998 Agreement. The second issue is, whether the forum selection clause is valid and enforceable as to those Plaintiffs that Defendants have not submitted a signed 1998 Agreement. The third issue is which Defendants are bound by the forum selection clause. The fourth issue is which of Plaintiffs' claims are subject to transfer. The final matter to be addressed is whether this case should be transferred pursuant to 28 U.S.C. § 1404(a) and which party bears the burden of proof. The Court will address each issue accordingly. However, at the outset the Court finds it necessary to address Plaintiffs' seven (7) motions to strike.
Plaintiffs move to strike the...
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