Barannikov v. ITG Communications, LLC

Summary

The court addresses a motion to dismiss based on a forum-selection clause in a subcontractor agreement. It holds that the clause clearly requires disputes to be brought exclusively in Tennessee state courts, while the reference to a nonexistent Sumner County “Court of Common Pleas” creates a venue ambiguity that the Tennessee courts should resolve. The court grants the motion to dismiss and denies the motion to stay discovery as moot.

Holdings

1. The clause's provision requiring disputes to be resolved solely in Tennessee state courts is clear, mandatory, and enforceable notwithstanding the separate misnaming of the venue court.
2. The federal court need not decide whether the misnamed venue provision adequately designates a particular Tennessee court; that question may be decided by a Tennessee court under Tennessee law if plaintiff refiles there.
3. The motion to stay discovery was denied as moot after the motion to dismiss was granted.

Questions Presented

1. Whether the forum-selection clause's reference to exclusive jurisdiction in Tennessee state courts is enforceable even though its separate venue provision names a nonexistent court.
2. Whether the federal court should determine the adequacy of the venue-selection provision or leave that issue to a Tennessee court.
3. Whether defendant's motion to stay discovery should be granted after dismissal.

Disposition

dismissed