Summary
The United States District Court for the District of Arizona addressed multiple motions to dismiss and transfer in a pro se physician’s dispute over compensation for emergency medical services. The court enforced a Tennessee forum-selection clause under the doctrine of forum non conveniens and dismissed the claims against several defendants without prejudice to refiling in Tennessee state court. The court also dismissed the claims against Northern Cochise Community Hospital under Rule 12(b)(6), while allowing the plaintiff 30 days to amend those claims.
Topics
Practice areas
Questions Presented
- Whether a forum-selection clause requiring litigation in the courts of Tennessee should be enforced through forum non conveniens rather than transfer under 28 U.S.C. §§ 1404(a) or 1406(a) or dismissal under Rule 12(b)(3).
- Whether the forum-selection clause binds the nonsignatory defendants whose conduct was closely related to the contractual relationship.
- Whether the claims against Northern Cochise Community Hospital state claims for breach of contract, breach of the implied covenant of good faith and fair dealing, or unjust enrichment.
- Whether Adetu should be granted leave to amend the claims against Northern Cochise Community Hospital.
Holdings
- When a forum-selection clause points to a state or foreign forum, the appropriate mechanism for enforcing the clause is forum non conveniens, not transfer under 28 U.S.C. § 1404(a), transfer under § 1406(a), or dismissal for improper venue under Rule 12(b)(3).
- A nonsignatory defendant may be bound by a forum-selection clause when the defendant's alleged conduct is closely related to the contractual relationship, particularly where the defendant seeks to enforce the clause against a signatory plaintiff.
- Adetu failed to state a breach of contract claim against NCCH because he did not allege privity of contract with NCCH, and his agency, ratification, and intended-beneficiary theories did not establish NCCH's liability on the ERx contract.
- Adetu failed to state claims against NCCH for breach of the implied covenant of good faith and fair dealing or unjust enrichment.
Key quotations
“Since no such unusual circumstances exist here, the Court will give effect to the forum selection clause in Plaintiff’s Independent Contractor Agreement.” (Discussion, Venue and Forum Non Conveniens)
“A third-party beneficiary of a contract, however, is not the promisor/promisee to a contract, and therefore cannot be held liable on it.” (Count I)
“This does not mean that ERx’s alleged failure to perform renders NCCH liable for restitution, as there exists a justification for the alleged enrichment and impoverishment.” (Count IV)
Factual background
Adetu, an emergency-medicine physician, entered an Independent Contractor Agreement and a Placement Agreement with ERx Plus to provide services at Northern Cochise Community Hospital in Arizona. The Independent Contractor Agreement contained an exclusive-jurisdiction clause referring to the courts of Tennessee. Adetu later alleged that ERx representatives agreed to pay him $400 per hour for certain shifts, but that ERx did not pay him at that rate. He sued ERx, NCCH, and several ERx-related individuals for breach of contract, breach of the implied covenant of good faith and fair dealing, promissory estoppel, unjust enrichment, fraudulent misrepresentation, and negligent misrepresentation.
Procedural history
Adetu filed the action in the District of Arizona on July 21, 2025. The defendants filed multiple motions to dismiss, transfer venue, or dismiss for improper venue. The court held that the contractual forum-selection clause required litigation against the relevant defendants in Tennessee state courts and separately concluded that the claims against NCCH failed to state a claim. The court allowed amendment as to NCCH but dismissed the claims against the other defendants without prejudice to refiling in Tennessee state court.