Woolf v. Mary Kay Inc., CIV. A. 3:01-CV-0668-G.

• Decision Date: 28 September 2001
• Docket Number: No. CIV. A. 3:01-CV-0668-G.,CIV. A. 3:01-CV-0668-G.
• Citation: 176 F.Supp.2d 642
• Parties: Claudine WOOLF, Plaintiff, v. MARY KAY INC., a corporation, et al., Defendants.
• Court: U.S. District Court — Northern District of Texas

176 F.Supp.2d 642

Claudine WOOLF, Plaintiff, v. MARY KAY INC., a corporation, et al., Defendants.

No. CIV. A. 3:01-CV-0668-G.

United States District Court, N.D. Texas, Dallas Division.

September 28, 2001.

COPYRIGHT MATERIAL OMITTED

William M. Lamoreaux, Dallas, TX, for plaintiff.

John F. McCarthy, Jr., Littler Mendelson, Dallas, TX, for defendants.

MEMORANDUM ORDER

FISH, District Judge.

Before the court is the motion of the plaintiff Claudine Woolf ("Woolf") to transfer the venue of this case, pursuant to 28 U.S.C. § 1404(a), to the United States District Court for the Northern District of California. Also before the court are the following motions by the defendants Mary Kay Inc. and Sharon Davis (collectively, "Mary Kay"): (1) motion to strike and exclude certain evidence in support of Woolf's motion to transfer venue or, in the alternative, to compel the deposition of Woolf's counsel; and (2) motion for summary judgment. For the following reasons, Woolf's motion to transfer venue is denied, and Mary Kay's motion for summary judgment is granted on Woolf's claim under federal law. Determination of the remainder of that motion, insofar as it relates to Woolf's causes of action under state law, is reserved to the state court on remand. Mary Kay's motion to exclude certain evidence in support of Woolf's motion to transfer is denied as moot.

I. BACKGROUND

Mary Kay is a Delaware corporation with its principal place of business in Dallas, Texas. Defendants Sharon Davis and Mary Kay Inc.'s First Amended Answer ("Answer") ¶ 2. Mary Kay is engaged in manufacturing and distributing skin-care products, cosmetics, fragrances, and other personal-care products. Defendants' Response to Plaintiff's Motion to Transfer ("Response") at 2. Sharon Davis was formerly the Director of Sales Development for Mary Kay at its corporate headquarters in Dallas, Texas. Answer ¶ 3. Woolf is a citizen of California who resides in Contra Costa County, California. Second Amended Complaint ("Complaint") ¶ 1. Woolf alleges that she was recruited in 1996 to work for Mary Kay as a Beauty Consultant to sell its products and that she was forced to resign in 1998 due to "intolerable employment conditions." Memorandum of Points and Authorities in Support of Motion to Transfer for Convenience ("Motion Brief") at 2-4. Mary Kay contends it entered into a sales director agreement ("Agreement") with Woolf, by virtue of which Woolf — as an independent contractor — was never employed by Mary Kay in any capacity. Answer ¶ 9. According to Mary Kay, the Agreement which Woolf entered into contained a forum-selection clause stating that all disputes and matters arising from the Agreement are governed by the laws of the State of Texas and designating Dallas, Texas as the proper venue for any litigation connected with the Agreement. Response at 3. The clause provides in pertinent part:

This Agreement is subject to acceptance by Company at its corporate headquarters in Dallas, Texas, and shall be governed by the laws of the State of Texas as to all matters, including but not limited to matters of validity, construction, effect and performance. The parties further agree that if any dispute or controversy should arise between them concerning any matter relating to this Agreement that any issues which either party may elect to submit for legal jurisdiction shall be submitted to the jurisdiction of the courts of the State of Texas and the parties agree that the proper venue shall be Dallas, Dallas County, Texas.

Agreement, located in Appendix of Evidence in Support of Defendants Response to Plaintiff's Motion ("Appendix") at 23.

On April 2, 1998, Woolf filed her original complaint against Mary Kay, Sharon Davis and Carol Taylor in the Superior Court in Contra Costa County, California. Motion Brief at 4. In response, Mary Kay filed a motion with the Superior Court to stay that action pending institution of Woolf's case in Texas. Id. On April 24, 1999, the Superior Court granted Mary Kay's motion to stay on the basis that the forum-selection clause contained in the Agreement was reasonable and enforceable. Order Granting Defendants Mary Kay Inc. and Sharon Davis's Motion to Stay Action, located in Appendix at 1-2.

Woolf filed a petition against Mary Kay, Sharon Davis and Carol Taylor in the 191st Judicial District Court of Dallas County, Texas on July 26, 2000. Motion Brief at 5. Taylor then filed a special appearance in that court to contest personal jurisdiction. Id. On December 15, 2000, that court dismissed Taylor from Woolf's case, id. at 6, and denied, on the basis of the forum-selection clause in the parties' Agreement, Woolf's motion for a determination that California is the proper forum for the dispute. Order of December 15, 2000, located in Appendix at 53-54. Woolf thereupon filed a motion to lift the stay with respect to the defendant Taylor in the Superior Court in Contra Costa County, California, which that court granted. Motion Brief at 6.

On March 12, 2001, Woolf filed her first amended petition in the 191st Judicial District Court of Dallas County, Texas, in which she asserted a discrimination claim under 42 U.S.C. § 1981 against Mary Kay and Davis (collectively, "Mary Kay"). Id.; Response at 5; Notice of Removal ("Removal") at 1. Mary Kay timely removed Woolf's action to this court on April 4, 2001, based on federal question subject matter jurisdiction. Removal at 1. On May 21, 2001, Woolf filed a motion requesting leave to file her second amended complaint in this court. Second Amended Complaint ("Second Complaint") at 1. That same day, Woolf also filed a motion to transfer for convenience. Motion Brief at 1.

Woolf seeks to transfer this case to the Northern District of California on numerous grounds, including convenience of the parties and witnesses, locus of the dispute, her original choice of forum, and in the interests of justice in general. Id. at 2. Mary Kay relies on the forum-selection clause and other factors in asserting that transfer is inappropriate under 28 U.S.C. § 1404(a). Response at 2. Mary Kay also seeks to exclude certain evidence submitted in support of Woolf's motion to transfer venue or, in the alternative, to compel the deposition of Woolf's counsel. Defendants' Motion to Strike and Exclude Plaintiff's Evidence Supporting Her Motion to Transfer for Convenience ("Motion to Strike") at 1.

Finally, Mary Kay seeks summary judgment dismissing Woolf's state law claims of breach of contract, breach of the covenant of good faith and fair dealing, wrongful termination, discrimination, fraud, intentional and negligent infliction of emotional distress, defamation, harassment, and a federal claim of discrimination in violation of 42 U.S.C. § 1981. Defendant's Motion for Summary Judgment ("Motion for Summary Judgment") at 1-3.

II. ANALYSIS

A. Motion to Transfer

1. Legal Standard

A district court may transfer any civil case "[f]or the convenience of parties and witnesses, in the interest of justice, ... to any other district or division where it might have been brought." 28 U.S.C. § 1404(a). The purpose of Section 1404(a) "is to prevent the waste `of time, energy, and money' and `to protect litigants, witnesses and the public against unnecessary inconvenience and expense ...'" Van Dusen v. Barrack, 376 U.S. 612, 616, 84 S.Ct. 805, 11 L.Ed.2d 945 (1964) (quoting Continental Grain Company v. Barge FBL-585, 364 U.S. 19, 26, 27, 80 S.Ct. 1470, 4 L.Ed.2d 1540 (1960)). The decision to transfer a pending case is committed to the sound discretion of the district court. Jarvis Christian College v. Exxon Corporation, 845 F.2d 523, 528 (5th Cir.1988). The right to transfer under § 1404(a) is available to plaintiffs as well as defendants. See Farmers Brothers Company v. Coca-Cola Company, Inc., 366 F.Supp. 725, 726 (S.D.Tex.1973).

In Stewart Organization, Inc. v. Ricoh Corporation, 487 U.S. 22, 108 S.Ct. 2239, 101 L.Ed.2d 22 (1988), the Supreme Court set forth the proper analysis for a court considering a section 1404(a) motion to transfer based upon an exclusive forum-selection clause. The Court stated that

Section 1404(a) is intended to place discretion in the district court to adjudicate motions for transfer according to an "individualized, case-by-case consideration of convenience and fairness." ... A motion to transfer under § 1404(a) thus calls on the district court to weigh in the balance a number of case-specific factors. The presence of a forum-selection clause such as the parties entered into in this case will be a significant factor that figures centrally in the district court's calculus.

487 U.S. at 29, 108 S.Ct. 2239 (internal citation omitted).

While the Court in Stewart Organization ruled that district courts have broader discretion to refuse to enforce a valid forum-selection clause than had previously been exercised under the precedent of The Bremen v. Zapata Off-Shore Company, 407 U.S. 1, 92 S.Ct. 1907, 32 L.Ed.2d 513 (1972), the Court did not intend to disturb the general rule that forum-selection clauses are regularly enforced. Id. The Fifth Circuit is in accord with this view. See Mitsui & Company (USA), Inc. v. Mira M/V, 111 F.3d 33, 35 (5th Cir.1997) (to overcome the presumptive validity of a forum-selection clause, the party challenging it has the heavy burden of demonstrating that enforcement of the clause would be unreasonable under the circumstances). In general, a court will find it unreasonable to enforce a forum-selection clause that is the product of fraud or overreaching, violates public policy, or effectively deprives a party of her day in court. Id.

In deciding whether to grant transfer, the court should consider (1) the convenience of the parties, (2) the convenience of material witnesses, (3) the availability of process to compel the presence of unwilling witnesses, (4) the cost of obtaining the presence of witnesses, (5) the relative ease of access to sources of proof, (6) calender congestion,...