Painteq, LLC v. Omnia Med., LLC
| Decision Date | 30 March 2021 |
| Docket Number | Case No. 8:20-cv-2805-VMC-AAS |
| Parties | PAINTEQ, LLC, Plaintiff, v. OMNIA MEDICAL, LLC, Defendant. |
| Court | U.S. District Court — Middle District of Florida |
This matter comes before the Court upon consideration of Defendant and Counterclaimant Omnia Medical, LLC's Motion to Transfer Venue (Doc. # 21), filed on December 18, 2020. Plaintiff and Counterclaim-Defendant PainTEQ, LLC, responded in opposition on February 5, 2021. (Doc. # 42). For the reasons set forth below, the Motion is denied.
PainTEQ initiated this action in state court against its former employee, Chad Subasic, on April 8, 2020. (Doc. # 1 at ¶ 3). PainTEQ amended its complaint on June 2, 2020, adding Omnia Medical as a defendant. (Id. at ¶ 4; Doc. # 1-1). On October 29, 2020, PainTEQ and Subasic filed a stipulation of dismissal, and the claims against Subasic were dismissed. (Doc. # 1 at ¶ 5). Thereafter, on November 30, 2020, OmniaMedical removed the case to this Court on the basis of diversity jurisdiction. (Doc. # 1).
On December 4, 2020, PainTEQ filed a second amended complaint, including the following claims against Omnia Medical: violation of the Florida Uniform Trade Secrets Act (Count I), tortious interference with a business relationship (Count II), tortious interference with a contractual relationship (Count III), and defamation (Count IV). (Doc. # 10). On December 18, 2020, Omnia Medical filed its answer and counterclaim. (Doc. # 20). The counterclaim includes the following causes of action against PainTEQ: patent infringement (Counts I and II), copyright infringement (Counts III and IV), trademark infringement (Counts V and VI), breach of contract (Count VII), violations of the Ohio Deceptive Trade Practices Act (Count VIII), violations of the Florida Deceptive and Unfair Trade Practices Act (Count IX), and common law unfair competition (Count X). (Id.)
PainTEQ is a Florida limited liability company with its principal place of business in Hillsborough County, Florida. (Doc. # 10 at ¶ 2). PainTEQ's members are Florida citizens. (Id.). Omnia Medical is an Ohio limited liability company with its principal place of business in West Virginia. (Id.at ¶ 3). Omnia Medical's members are Ohio, West Virginia, and California citizens. (Id.).
On December 18, 2020, Omnia Medical moved to transfer this case to the Southern District of Ohio. (Doc. # 21). PainTEQ responded on February 5, 2021 (Doc. # 42), and the Motion is now ripe for review.
"For the convenience of the 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." 28 U.S.C. § 1404(a). Ordinarily, "[t]o transfer an action under [S]ection 1404(a)[,] the following criteria must be met: (1) the action could have been brought in the transferee district court; (2) a transfer serves the interest of justice; and (3) a transfer is in the convenience of the witnesses and parties." i9 Sports Corp. v. Cannova, No. 8:10-cv-803-VMC-TGW, 2010 WL 4595666, at *3 (M.D. Fla. Nov. 3, 2010) (citation omitted).
"The calculus changes, however, when the parties' contract contains a valid forum-selection clause, which 'represents the parties' agreement as to the most proper forum.'" Atl. Marine Constr. Co. v. U.S. Dist. Ct. for W.Dist. of Tex., 571 U.S. 49, 63 (2013) (citation omitted). "[A] valid forum-selection clause [should be] given controlling weight in all but the most exceptional cases." Id. (citation omitted). So, the Court "should not consider arguments about the parties' private interests." Id. at 64. "When parties agree to a forum-selection clause, they waive the right to challenge the preselected forum as inconvenient or less convenient for themselves or their witnesses, or for their pursuit of the litigation." Id.
Omnia Medical seeks to have the case transferred to the Southern District of Ohio primarily because the parties "entered into a contractual forum selection clause that mandates disputes between them be heard in a state or federal court in Ohio." (Doc. # 21 at 1). Alternatively, Omnia Medical argues that the Southern District of Ohio is a more convenient forum under the 28 U.S.C. § 1404(a) factors. (Id. at 16). The Court will address each basis for transfer in turn.
First, Omnia Medical argues that this case should be transferred in its entirety because of a choice of law and forum selection clause included in the parties' StockingAgreement, which was executed in April 2017 and terminated in February 2019:
This Agreement shall be construed and interpreted in accordance with the laws of the state of Ohio. All disputes under this Agreement will be resolved in the state or federal courts in Ohio.
(Doc. # 21 at 2-4). PainTEQ responds that the forum selection clause is permissive, not mandatory, and that the claims and counterclaims in this suit do not fall within the scope of the Stocking Agreement. (Doc. # 42 at 4-9).
"[T]he construction of forum selection clauses by federal courts is a matter of federal common law, not state law of the state in which the federal court sits." Cornett v. Carrithers, 465 F. App'x 841, 842 (11th Cir. 2012). "In analyzing the application of a forum-selection clause, a court must determine whether the clause is valid, whether the claim at issue falls within the scope of the clause - by looking to the language of the clause itself - and whether the clause is mandatory or permissive." Hindi v. BirdEye, Inc., No. 19-cv-61201-BLOOM/Valle, 2019 WL 4091425, at *3 (S.D. Fla. Aug. 29, 2019) . "If a court concludes that a valid and enforceable forum-selection clauseexists, it must conduct a forum non conveniens analysis to determine whether the case should be transferred." Id.
Because neither party disputes that the forum selection clause is valid, the Court turns to PainTEQ's argument that the clause is permissive, not mandatory. (Doc. # 42 at 4). Glob. Satellite Commc'n Co. v. Starmill U.K. Ltd., 378 F.3d 1269, 1272 (11th Cir. 2004) (internal quotation marks and citation omitted).
"The Eleventh Circuit only enforces clauses that 'unambiguously designate the forum in which the parties must enforce their rights under the contract.'" Anderson v. First Mercury Ins. Co., No. 6:19-cv-1389-PGB-EJK, 2020 WL 3316917, at *2 (M.D. Fla. Feb. 28, 2020) (quoting Fla. Polk Cnty. v. Prison Health Servs., Inc., 170 F.3d 1081, 1084 n.8 (11th Cir. 1999)). "[A] forum selection clause warrants transfer or dismissal of an action only if the language of the clause vests a particular court with exclusive jurisdiction. Id. (citing Wai v. Rainbow Holdings, 315 F. Supp. 2d 1261, 1270(S.D. Fla. 2004)). However, "the clause need not include the word 'exclusive.'" Wai, 315 F. Supp. 2d at 1270.
Here, the forum selection clause states: "All disputes under this Agreement will be resolved in the state or federal courts in Ohio." (Doc. # 21 at 4). This clause does not merely consent to Ohio's jurisdiction. Indeed, this language does not leave open the possibility of any venue other than Ohio. Thus, the forum selection clause mandates that Ohio be the exclusive venue for disputes under the Stocking Agreement. See Essex Glob. Cap., LLC v. Purchasing Sols. Int'l, Inc., No. 17-61657-CIV-GAYLES, 2017 WL 4868801, at *1-3 (S.D. Fla. Oct. 27, 2017) (); Morse v. Ten X Holdings, LLC, No. 2:17-cv-00073-JAD-CWH, 2017 WL 4079264, at *1-3 (D. Nev. Sept. 13, 2017) ().
Next, PainTEQ argues that the instant dispute does not fall within the scope of the Stocking Agreement's forum selection clause. (Doc. 42 at 5-9). "In any case involvinga forum-selection clause, the court must determine the scope of the clause and whether it covers the particular claims asserted." Landau v. Jaffa, No. 18-60772-CIV-GAYLES/SELTZER, 2018 WL 4778426, at *4-5 (S.D. Fla. July 19, 2018) (citation omitted). "To determine if a claim falls within the scope of a clause, [courts] look to the language of the clause." Bahamas Sales, 701 F.3d at 1340. "[G]eneral contract principles apply to [the court's] determination of the scope of [a] forum-selection clause[.]" Turner v. Costa Crociere S.p.A., 488 F. Supp. 3d 1240, 1246 (S.D. Fla. 2020). "Under general contract principles, the plain meaning of a contract's language governs its interpretation." Slater v. Energy Servs. Grp. Int'l, Inc., 634 F.3d 1326, 1330 (11th Cir. 2011).
Here, the forum selection clause encompasses "[a]ll disputes under" the Stocking Agreement, which was in effect from April 2017 to February 2019, and provided that PainTEQ would market and sell a number of Omnia Medical's products to surgeons in a specified territory. (Doc. # 21 at 3-4; Doc. # 20-3 at 2-3). PainTEQ's claims, however, do not arise out of the purchase, sale, or marketing of Omnia Medical's products. Rather, they arise out of Omnia Medical's alleged appropriation of trade secrets related to PainTEQ'sintellectual property - the LinQ posterior joint fusion procedure — a medical procedure not subject to the Stocking Agreement. (Doc. # 10 at ¶¶ 9, 23-24). Additionally, the alleged torts related to Omnia Medical's hiring of PainTEQ's former employees occurred after...
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