Worldwide Network Services, LLC v. Dyncorp Intern.

• Decision Date: 07 June 2007
• Docket Number: Civil Case No. 06-1717(RJL).
• Citation: 496 F.Supp.2d 59
• Parties: WORLDWIDE NETWORK SERVICES, LLC, Plaintiff, v. DYNCORP INTERNATIONAL, et al., Defendants.
• Court: U.S. District Court — District of Columbia

496 F.Supp.2d 59

WORLDWIDE NETWORK SERVICES, LLC, Plaintiff, v. DYNCORP INTERNATIONAL, et al., Defendants.

Civil Case No. 06-1717(RJL).

United States District Court, District of Columbia.

June 7, 2007.

Michele A. Roberts, Anthony Tobias Pierce, Debra A. Drake, Jonathan Persons Robell, Akin Gump Strauss Hauer & Feld LLP, Washington, DC, for Plaintiff.

George D. Ruttinger, Crowell & Moring, LLP, William M. Sullivan, Jr., Sarah M. Hall, Ryan S. Spiegel, Winston & Strawn, LLP, Washington, DC, for Defendants.

MEMORANDUM OPINION

LEON, District Judge.

Plaintiff, Worldwide Network Services, LLC, ("Worldwide") brings this action against defendants DynCorp International, LLC ("DynCorp") and EDO Corporation ("EDO") alleging various tortious acts and violation of 42 U.S.C. § 1981 in the context of performance of two subcontracts for Worldwide's provision of services in support of contracts between Dyncorp and the U.S. Department of State.¹ Before the Court are defendants' Motions to Transfer or, in the alternative, Motions to Dismiss. After due consideration of the pleadings and oral arguments, the Court GRANTS the defendants' Motions to Transfer this case to the Eastern District of Virginia.

BACKGROUND

Plaintiff Worldwide is a Delaware limited liability company that entered into two subcontracts with Defendant DynCorp to provide communication and information technology services in Iraq and Afghanistan. As described in the Complaint, pursuant to the "CIVPOL subcontract," entered into in 2004, Worldwide provided information technology, voice communications, video surveillance and other technical services as part of DynCorp's operations for the U.S. Department of State ("the State Department") in Iraq. (Compl.¶¶ 20-21.) On January 18, 2005, DynCorp and Worldwide executed another subcontract, the "WPPS subcontract," pursuant to which Worldwide provided services to the Department of State's Worldwide Personal Protective Services program. (Id. ¶ 23.) The WPPS subcontract contains a forum selection clause² and the CIVPOL subcontract contains an arbitration clause.³ Defendant EDO was another DynCorp subcontractor. Id. at 4.

On November 13, 2006, defendant DynCorp moved to dismiss this case, or to transfer it to the Eastern District of Virginia, by arguing that the forum selection clause in the WPPS subcontract requires this Court to transfer this case to the agreed-upon Virginia court. In addition, on November 15, 2006, defendant EDO filed a motion to transfer or dismiss arguing, in relevant part, that the Eastern District of Virginia is the most appropriate forum to adjudicate this case. Worldwide opposes the transfer, maintaining that the forum selection clauses in the subcontracts do not apply because the claims plaintiff has asserted are based on "wrongful acts independent of and across the two subcontracts." (PL's Opp. at 1).

ANALYSIS

A. Legal Standard

In Stewart Org., Inc. v. Ricoh Corp., the Supreme Court held that 28 U.S.C. § 1404(a) controls the issue of whether to transfer a case to another judicial district in accordance with a forum selection clause in a contract between the parties. 487 U.S. 22, 28-29, 108 S.Ct. 2239, 101 L.Ed.2d 22 (1988). Section 1404(a) states 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." 28 U.S.C. § 1404(a). This section vests "discretion in the district court to adjudicate motions for transfer according to an individualized, case-by-case consideration of convenience and fairness." Stewart, 487 U.S. at 27, 108 S.Ct. 2239 (internal citation omitted). The moving party bears the burden of establishing that the transfer of the action to another federal district is proper. See Shenandoah Assocs. L.P. v. Tirana, 182 F.Supp.2d 14, 25 (D.D.C.2001).

B. Applicability and Enforceability of the Forum Selection Clause

In M/S Bremen v. Zapata Off-Shore Co., the Supreme Court held that forum selection clauses are presumptively valid, unless the resisting party can show that enforcement of the clause would be "unreasonable under the circumstances." 407 U.S. 1, 10, 92 S.Ct. 1907, 32 L.Ed.2d 513 (1972) (internal quotation marks omitted). The presumption in favor of the enforceability of forum selection clauses has been widely adopted in diversity actions such as this one. See, e.g., 2215 Fifth St. Assocs. v. U-Haul Int'l, Inc., 148 F.Supp.2d 50, 58 (D.D.C.2001) (quoting with approval the relevant language from M/S Bremen in a diversity action); Marra v. Papandreou (Marra I), 59 F.Supp.2d 65, 70 (D.D.C.1999) (holding that forum selection clauses should be enforced "in all but the most exceptional" circumstances) (citation omitted), aff'd, 216 F.3d 1119 (2000). Nevertheless, as required by the Supreme Court in Stewart, a court must still evaluate a § 1404(a) motion to transfer "according to an `individualized, case-by-case consideration of convenience and fairness.'" Stewart, 487 U.S. at 29, 108 S.Ct. 2239 (citing Van Dusen v. Barrack, 376 U.S. 612, 622, 84 S.Ct. 805, 11 L.Ed.2d 945 (1964)). Such an analysis calls for a balancing of a number of factors, and "the presence of a forum-selection clause ... [will] figure[] centrally in the district court's calculus." Stewart, 487 U.S. at 29, 108 S.Ct. 2239. Under the guidance of § 1404(a), a court "should consider the private interests of the parties, including their convenience and the convenience of potential witnesses, as well as other public-interest concerns, such as systemic integrity and fairness, which come under the rubric of `interests of justice.'" Moses v. Bus. Card Exp., Inc., 929 F.2d 1131, 1137 (6th Cir.1991).

Generally, forum selection clauses are granted significant weight in venue, transfer motions because: "[A] clause establishing ex ante the forum for dispute resolution has the salutary effect of dispelling any confusion about where suits arising from the contract must be brought and defended, sparing litigants the time and expense of pretrial motions to determine the correct forum and conserving judicial resources that otherwise would be devoted to deciding those motions." Carnival Cruise Lines, Inc. v. Shute, 499 U.S. 585, 593-94, 111 S.Ct. 1522, 113 L.Ed.2d 622 (1991). Moreover, our Circuit Court has characterized a forum selection clause as "a separate contract in which the parties agree to venue" and further observed that "a forum-selection clause is best understood as ... [an] ex ante agreement to waive venue objections to a particular forum." Marra v. Papandreou (Marra II), 216 F.3d 1119, 1123-24 (D.C.Cir.2000). Accordingly, the forum selection clause between the parties here is a significant consideration in evaluating defendants' motion to transfer, and the Court will begin its analysis under § 1404(a) by first turning to the forum selection clause at issue, (quoted supra).

The language of the forum selection clause provides unequivocally that all claims arising from these contracts shall be filed in the appropriate court in the Commonwealth of Virginia. Indeed, plaintiffs do not dispute that the subcontracts at issue contain valid and enforceable forum selection and arbitration clauses. (Pl.'s Opp. to DynCorp's Mot. at 4, 11.) This being so, the Court is left to analyze whether plaintiffs claims in this case are encompassed by the forum selection clause. Fortunately for defendants, the answer is not a difficult one here.

Forum selection clauses have been found to encompass even non-contractual causes of action. See, e.g., Terra Int'l v. Miss. Chem. Co., 119 F.3d 688, 693 (8th Cir. 1997); Manetti-Farrow v. Gucci, 858 F.2d 509 (9th Cir.1988); Crescent Int'l v. Avatar Communities, 857 F.2d 943 (3d Cir.1988). Accordingly, courts have found that strategic or artfully drawn pleadings will not be permitted to circumvent an otherwise applicable forum selection clause, because narrowly interpreting a forum selection clause may permit parties to avoid it by "simply pleading non-contractual claims"; an outcome that "runs counter to the law favoring forum selection clauses." Crescent Int'l, 857 F.2d at 945; see Terra, 119 F.3d at 695. As a consequence, courts have developed different tests to determine whether tort claims are within the scope of a broad forum selection clause, such as determining whether the tort claims "ultimately depend on the existence of a contractual relationship" between the parties, id. (citing Coastal Steel Corp. v. Tilghman Wheelabrator Ltd., 709 F.2d 190, 203 (3d. Cir.1983)), or whether the contract-related tort claims involve the same operative facts as a parallel claim for breach of contract, id. (citing Lambert v. Kysar, 983 F.2d 1110, 1121-22 (1st Cir. 1993)).

The forum selection clause in this case was drafted broadly by the parties. The clause applies to "any dispute" and provides that "any such action" may be brought in a court of competent jurisdiction in Virginia. See Wyeth & Brother Ltd. v. CIGNA Int'l Corp., 119 F.3d 1070, 1074 (3d Cir.1997) (Alito, J.) (applying a broad reading to a forum selection clause that applied to "disputes" not only "arising under" but also "arising in relation to" that agreement). The action here, as set forth in plaintiffs complaint, demonstrates that the statutory and tortious claims asserted against DynCorp involve the same operative facts and ultimately turn on the existence of the contractual relationship between the parties. Indeed, the essence of plaintiffs claims is that DynCorp's alleged discriminatory and tortious behavior undermined plaintiffs ability to perform its contractual duties. (See generally Compl.) Moreover, plaintiff's counter-argument that its claims are "not based upon the subject matter," (Opp. to DynCorp Mot. at 6) of the subcontracts is directly contradicted by the substance of the interrogatories and document requests served on DynCorp that demonstrate that the basis of plaintiff's claims...