Elizabeth Stephens v. Microsoft Corporation et al.

Summary

The United States District Court for the Middle District of Tennessee grants defendants’ alternative motion to transfer an employment-related action to the Western District of Washington under 28 U.S.C. § 1404(a). The court holds that venue was otherwise proper in Tennessee but that the parties’ employment agreement contained a valid, mandatory forum-selection clause requiring litigation in King County, Washington. The court directs transfer and preserves the plaintiff’s pending motions for adjudication by the transferee court.

Holdings

1. A forum-selection clause does not determine whether statutory venue is proper under 28 U.S.C. § 1391(b); when venue otherwise falls within § 1391(b), the action may not be dismissed under § 1406(a) or Rule 12(b)(3) merely because the parties selected another forum.
2. Transfer under 28 U.S.C. § 1404(a) was warranted because the employment agreement contained an applicable, mandatory, valid, and enforceable forum-selection clause requiring litigation in King County, Washington.
3. Stephens's asserted inconvenience and identified public-interest considerations did not overcome the mandatory forum-selection clause.

Questions Presented

1. Whether the existence of a forum-selection clause rendered venue improper under 28 U.S.C. § 1406(a) or Federal Rule of Civil Procedure 12(b)(3).
2. Whether the action should be transferred under 28 U.S.C. § 1404(a) pursuant to the mandatory forum-selection clause requiring litigation in King County, Washington.
3. Whether Stephens's inconvenience, asserted public-interest considerations, alleged statutory policy concerns, or claimed Sarbanes-Oxley preemption defeated enforcement of the forum-selection clause at the transfer stage.

Disposition

remanded