Oak St. Printery, LLC v. FujiFilm N. Am. Corp.

• Decision Date: 17 September 2012
• Docket Number: No. 3:12–CV–96.,3:12–CV–96.
• Parties: OAK STREET PRINTERY, LLC, Plaintiff v. FUJIFILM NORTH AMERICA CORP., Defendant.
• Court: U.S. District Court — Middle District of Pennsylvania

895 F.Supp.2d 613

OAK STREET PRINTERY, LLC, Plaintiff

v.FUJIFILM NORTH AMERICA CORP., Defendant.

No. 3:12–CV–96.

United States District Court,

M.D. Pennsylvania.

Sept. 17, 2012.

David J. Selingo, Law Offices of David J. Selingo, Kingston, PA, for Plaintiff.

Vincent N. Avallone, K & L Gates LLP, Newark, NJ, for Defendant.

MEMORANDUM OPINION

ROBERT D. MARIANI, District Judge.

I. Introduction

Before the Court are Defendant's Motion to Dismiss and Transfer Case (Doc. 4), all accompanying briefs, Magistrate Judge Blewitt's Report & Recommendation (“R & R”) (Doc. 15), Defendant's Objections (Doc. 16), Plaintiff's Brief in Opposition to Defendant's Objections (Doc. 17), and Defendant's Reply Brief (Doc. 18). For the reasons set forth below, the Court will adopt Judge Blewitt's R & R, grant Defendant's Motion to Dismiss Plaintiffs negligence claim, and deny Defendant's Motion to Transfer Case under 28 U.S.C. § 1404(a).

II. Factual Allegations and Procedural History

Given Judge Blewitt's extensive recitation of Plaintiff's factual allegations and the case's procedural history, it is unnecessary to repeat them here, so the Court will provide only a brief background of the case.

In January 2011, Plaintiff informed its insurer of water damage to its business property, including Luxel equipment purchased from Defendant. (“Compl.” ¶¶ 3–4). Defendant had serviced the equipment since Plaintiff's purchase. ( Id. at ¶¶ 6–7). On this particular occasion, Plaintiff hired Defendant to inspect the equipment, and Defendant charged Plaintiff $1,590 for the inspection and its opinion on whether it should be repaired or replaced. ( Id. at ¶ 8). Plaintiffs insurer felt the equipment could be repaired while Defendant's representative believed it had to be replaced. ( Id. at ¶¶ 10, 13–14, 17). Because of the differences of opinion, the equipment was neither repaired nor replaced, and Plaintiff went out of business due to its inability to operate. ( Id. at ¶ 21). However, after Plaintiff closed its doors, Defendant's representativechanged his opinion and said he was “uncertain” as to whether the equipment could be repaired. ( Id. at ¶ 23). He never informed Plaintiff about his change in position. ( Id. at ¶ 24).

Plaintiff filed a Complaint against Defendant in the Court of Common Pleas in Luzerne County for negligence in failing to provide Plaintiff with an accurate opinion and failing to inform Plaintiff about Defendant's changed opinion. Plaintiff also sued Defendant for breach of contract for failing to provide a fair and objective evaluation when it inspected Plaintiff's equipment. After removing the case to federal court, Defendant moved to dismiss Plaintiff's negligence claim and moved to transfer the case to the Southern District of New York. The parties have fully briefed Defendant's motions, and the matters are now ripe for disposition.

III. Standard of Review

A district court may “designate a magistrate judge to conduct hearings, including evidentiary hearings, and to submit to a judge of the court proposed findings of fact and recommendations for the disposition” of certain matters pending before the court. 28 U.S.C. § 636(b)(1)(B). If a party timely and properly files a written objection to a Magistrate Judge's Report & Recommendation, the District Court “shall make a de novo determination of those portions of the report or specified proposed findings or recommendations to which objection is made.” Id. at § 636(b)(1); see also Brown v. Astrue, 649 F.3d 193, 195 (3d Cir.2011); Local Rule of the Middle District of Pennsylvania 72.3.

A complaint must be dismissed under Fed. R. Civ. P. 12(b)(6), if it does not allege “enough facts to state a claim to relief that is plausible on its face.” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007). The plaintiff must aver “factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged.” Ashcroft v. Iqbal, 556 U.S. 662, 129 S.Ct. 1937, 1949, 173 L.Ed.2d 868 (2009). “[W]hen presented with a motion to dismiss for failure to state a claim, ... [the] Court must accept all of the complaint's well-pleaded facts as true, but may disregard any legal conclusions.” Fowler v. UPMC Shadyside, 578 F.3d 203, 210–11 (3d Cir.2009). The “Court must then determine whether the facts alleged in the complaint are sufficient to show that the plaintiff has a ‘plausible claim for relief.’ ” Id. at 211.

District courts confronted by a motion to dismiss should engage in a two-step analysis. First, the district court should accept all well-pleaded facts as true, but may reject mere legal conclusions. Second, the district court should then determine whether the facts as asserted, establish a “plausible claim for relief.” Iqbal, 556 U.S. at 679, 129 S.Ct. 1937. Thus, a complaint must “show” an entitlement for relief with facts, as a mere allegation that a plaintiff is entitled to relief is insufficient to withstand a motion to dismiss. See Phillips v. Co. of Allegheny, 515 F.3d 224, 234–35 (3d Cir.2008). As the Supreme Court noted in Iqbal, “[w]here the well-pleaded facts do not permit the court to infer more than the mere possibility of misconduct, the complaint has alleged—but it has not show[n]—that the pleader is entitled to relief.” Iqbal, 129 S.Ct. at 1949. This “plausibility” determination will be a “context-specific task that requires the reviewing court to draw on its judicial experience and common sense.” Id.; see also Fowler, 578 F.3d at 210–11.

IV. Analysis

a. Motion to Dismiss Plaintiff's Negligence Claim

Plaintiff alleges that Defendant was negligent when its agent failed to inform Plaintiff of his changed opinion regarding whether the Luxel equipment could be repaired. Judge Blewitt recommended dismissing Plaintiffs negligence claim against Defendant under both New York and Pennsylvania law, because the alleged negligence stemmed from Defendant's contractual obligations to Plaintiff and not any independent duty sounding in tort.

Plaintiff did not object to Judge Blewitt's recommendation, and in its Brief in Opposition to Defendant's Objections, Plaintiff indicated it did not object to having its negligence count dismissed. (Doc. 17, at 2, n. 1). Having reviewed the R & R for clear error or manifest injustice, the undersigned agrees with Judge Blewitt's analysis and will adopt his recommendation by dismissing Plaintiffs negligence claim against Defendant.

b. Motion to Transfer Case

Judge Blewitt recommended denying Defendant's motion to transfer case, and Defendant filed timely objections. Therefore, the Court will review Judge Blewitt's recommendations under a de novo standard.

28 U.S.C. § 1404(a) 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.” Federal district courts have broad discretion “to adjudicate motions for transfer according to an individualized, case-by-case consideration of convenience and fairness.” Stewart Org., Inc. v. Ricoh Corp., 487 U.S. 22, 29, 108 S.Ct. 2239, 101 L.Ed.2d 22 (1988) (internal quotation marks omitted). The Third Circuit has held that federal law controls on “questions of venue and the enforcement of forum selection clauses [because they] are essentially procedural, rather than substantive, in nature.” Jumara v. State Farm Ins. Co., 55 F.3d 873, 877 (3d Cir.1995). The burden of showing the need for a transfer is on the moving party. Id. at 879.

When two parties have mutually agreed to a forum selection clause it is presumed to be valid, and it is thus

incumbent on the party seeking to escape his contract to show that trial in the contractual forum will be so gravely difficult and inconvenient that he will for all practical purposes be deprived of his day in court. Absent that, there is no basis for concluding that it would be unfair, unjust, or unreasonable to hold that party to his bargain.

M/S Bremen v. Zapata Off–Shore Co., 407 U.S. 1, 18, 92 S.Ct. 1907, 32 L.Ed.2d 513 (1972) (the party seeking to escape the contract must “carry [a] heavy burden.”). A plaintiff may also meets its burden by showing the forum selection clause was procured through “fraud or overreaching” or that its enforcement would run counter to a strong public policy of the forum where the lawsuit was brought. Id. at 15, 92 S.Ct. 1907. Plaintiff does not contend that Defendant engaged in fraud, that enforcing the forum selection clause would run counter to public policy, or that transferring the case to the Southern District of New York would be so difficult that it would essentially be deprived of its day in court. Rather, Plaintiff argues that the forum selection clause is invalid because it never manifested assent to the Terms and Conditions referred to in the invoice.

Following Defendant's inspection of Plaintiff's Luxel equipment in January 2011, Defendant sent an invoice to Plaintiff dated February 24, 2011. (Doc. 1, at 17). The bottom of the invoice said; “This invoice incorporates and is subject to the applicable Terms and Conditions of Sale located at www. fujifllmusa. com/ termsand conditions/.” ( Id.). The final paragraph of the Terms and Conditions of Sale states:

The validity, construction and performance of these Terms and Conditions and the Contract formed between the parties shall be governed by the laws of the State of New York (without giving effect to its principles of conflict of laws). Buyer by submitting an order for Products and/or Services or otherwise entering into a Contract with Vendor irrevocably and unconditionally submits and waives any objection to the jurisdiction of the federal and state courts located in Westchester County, New York for purposes of any suit, action or proceeding arising out of or relating to these Terms and Conditions...