Hardee’s Restaurants LLC v. Arbor Capital Partners, LLC; Gerges Gerges; Edward Gerges; Aihab Gerges; and ACP Restaurant Management, Inc.

Summary

The United States District Court for the Middle District of Tennessee considers defendants’ motion for partial dismissal and transfer of venue in Hardee’s Restaurants LLC’s breach-of-contract action concerning franchise, sublease, and guarantee agreements. The court concludes that it has personal jurisdiction over the defendants and that venue in Tennessee is not improper, but grants transfer of the case to the Middle District of Florida under 28 U.S.C. § 1404(a).

Holdings

1. The court has personal jurisdiction because the forum selection clause in the Franchise Agreement, which permits HR to file suit where its principal offices are located, applies to the Sublease claims. The Franchise Agreement and Sublease are inextricably intertwined and must be read together; defendants therefore consented to jurisdiction in this district.
2. Venue is not improper; by consenting to venue in this court through the forum selection clause, defendants waived any objection to improper venue.
3. The case is transferred because the balance of private and public interest factors strongly favors Florida: the location of events giving rise to the suit and public interest factors outweigh the plaintiff's choice of forum and the permissive forum selection clause.
4. The motion is denied because the Complaint does not assert a claim against ACP Management for breach of the Sublease or Sublease Guarantee.

Questions Presented

1. Whether the court has personal jurisdiction over defendants for the Sublease and Sublease Guarantee claims.
2. Whether venue is proper in the Middle District of Tennessee for the Sublease claims.
3. Whether the case should be transferred to the United States District Court for the Middle District of Florida under 28 U.S.C. § 1404(a).

Disposition

other