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Wizie Com LLC v. Webjet Marketing North America, LLC

United States District Court, E.D. Michigan, Southern Division

October 20, 2017

WIZIE COM LLC, Plaintiff,
v.
WEBJET MARKETING NORTH AMERICA, LLC, Defendant.

          OPINION & ORDER DENYING PLAINTIFF'S MOTION TO TRANSFER CASE FOR FORUM NON CONVENIENS (DKT. 7); DENYING PLAINTIFF'S MOTION TO REMAND (DKT. 8); AND GRANTING DEFENDANT'S MOTION TO TRANSFER (DKT. 21)

          MARK A. GOLDSMITH, UNITED STATES DISTRICT JUDGE

         This matter is before the Court on Plaintiff Wizie Com LLC's (“Wizie”) Motion to Transfer Case for Forum Non Conveniens (Dkt. 7); Wizie's Motion to Remand this case back to the Oakland County Circuit Court (Dkt. 8); and Defendant Webjet Marketing North America LLC's (“Webjet”) Motion to Transfer this case to the U.S. District Court for the Middle District of Florida (Dkt. 21). Oral argument on Wizie's motions was held on September 7, 2017. Following the hearing, Webjet filed its motion to transfer.[1] For the reasons that follow, the Court denies Wizie's motions and grants Webjet's motion to transfer.

         I. Factual Background

         In December 2012, Wizie entered into an Internet Booking Engine Services Agreement (the “Agreement”) with Defendant Webjet Marketing North America LLC (“Webjet”). Pl's Br. in Supp. of Mot. to Transfer at 1 (Dkt. 7). In relevant part, the Agreement provides:

14.2. Governing Law, Jurisdiction and Venue. This Agreement will be governed by, construed, interpreted, and applied in accordance with the laws of the State of Michigan (excluding its body of controlling conflicts of laws). . . .
14.3. Dispute Resolution. Any dispute, claim or controversy arising out of or relating to the subject matter of this Agreement shall be settled through binding arbitration before a single arbitrator administered by the American Arbitration Association in accordance with its then current Commercial Arbitration Rules. The arbitrator shall have jurisdiction to award, and shall award, the prevailing party its reasonable attorneys' fees, costs and expenses. All arbitration proceedings shall be held in Michigan, U.S.A. Judgment on any arbitration award may be entered in any court having jurisdiction over the subject matter or the parties. Notwithstanding the foregoing, this provision shall not preclude either party from seeking temporary, provisional, or injunctive relief from any State or Federal court.

         Internet Booking Engine Servs. Agreement, Ex. 1 to Pl's Mot. to Transfer, at 11-12 (cm/ecf page) (Dkt. 7-1). A dispute later arose regarding the terms of the Agreement, and in January 2017 the dispute was submitted to arbitration in Bloomfield Hills, Michigan. Pl's Br. in Supp. of Mot. to Transfer at 1. On April 21, 2017, the arbitrator awarded Webjet $379, 552.02. Pl's Br. in Supp. of Mot. to Remand at 1 (Dkt. 8).

         Webjet sought to confirm the award in the U.S. District Court for the Middle District of Florida on April 25, 2017.[2] On May 11, 2017, Wizie filed a separate action to vacate the award in the Oakland County Circuit Court. Compl. at 4 (Dkt. 4). Webjet timely removed the Oakland County action to this Court. See Notice of Removal (Dkt. 1).

         Wizie now seeks to have this action returned to the Oakland County Circuit Court, whether by transfer or remand. Webjet seeks to have the case transferred to the Middle District of Florida.

         II. Motion to Transfer Based on Forum Non Conveniens

         The Court will first address Wizie's motion for transfer on grounds of forum non conveniens.[3] Under a traditional forum non conveniens analysis, “a district court . . . must evaluate both the convenience of the parties and various public-interest considerations.” Atlantic Marine Const. Co., Inc. v. U.S. Dist. Ct. for W. Dist. of Texas, 134 S.Ct. 568, 581 (2013). However, the presence of a forum-selection clause in the parties' contract changes this analysis, as “a valid forum-selection clause should be given controlling weight in all but the most exceptional cases.” Id. (internal quotations omitted).

         Wizie argues that the Agreement contains a contractual forum selection for the Oakland County Circuit Court as the exclusive authority to enter a judgment on the arbitrator's award. Pl's Br. in Supp. of Mot. to Transfer at 4 (Dkt. 7). Section 14.2 of the Agreement provides that Michigan law is to govern, and Wizie contends that this means that the Michigan Uniform Arbitration Act - which provides that an agreement to arbitrate in Michigan confers “exclusive jurisdiction” on the Michigan circuit courts to enter judgment on an award, Mich. Comp. L. Ann. §§ 691.1681(c), 691.1706(2) - controls. Pl's Br. in Supp. of Mot. to Transfer at 3-4. Essentially, “by agreeing that Michigan law governed the contract, the parties selected Michigan as the exclusive forum for entering judgment on the arbitration award.” Resp't's Mot. to Dismiss, Webjet Mktg. N. Am., LLC v. Wizie.com LLC, No. 8:17-cv-00969-MSS-TGW, Ex. F to Pl's Mot. to Remand, at 6 (Dkt. 8-6).

         Wizie's argument is unpersuasive. In interpreting a contract, the duty of the Court is to determine the intent of the contracting parties. Quality Prods. & Concepts Co. v. Nagel Precision, Inc., 666 N.W.2d 251, 259 (Mich. 2003). The Court gives the words of a contract their plain and ordinary meanings, and “[i]f the language of the contract is unambiguous, we must enforce the contract as written.” Bank of America, NA v. First American Title Ins. Co., 878 N.W.2d 816, 821 (Mich. 2016). Here, the Agreement provides that “[j]udgment on any arbitration award may be entered in any court having jurisdiction over the subject matter or the parties.” Agreement, Ex. 1 to Pl's Mot. to Transfer, at 12 (cm/ecf page). The use of the phrase “any court” evidences an intent to allow enforcement in multiple jurisdictions. Adopting Wizie's position would require an intellectual contortion - that the parties provided for liberal selection of an enforcement forum, but envisioned the possibility that Michigan law would be amended to restrict the parties solely to a Michigan circuit court. Such a reading is not sensible.

         To the extent Wizie may be arguing that the Michigan statute restricting the enforcement forum to a Michigan circuit court must be applied regardless of the parties' intent, that argument founders on preemption principles. Federal law generally respects the parties' decision on the rules governing their arbitration. See Mastrobuono v. Shearson Lehman Hutton, Inc., 514 U.S. 52, 53-54 (1995) (“[T]he central purpose of the Federal Arbitration Act [is] to ensure that private agreement to arbitrate are enforced according to their terms.”). State law that contradicts that intent will be overridden on preemption grounds. See, e.g., Alphagraphics Franchising, Inc. v. Whaler Graphics, Inc., 840 F.Supp. 708, 710 (D. Ariz. 1993) (finding that the Michigan Franchise Investment Law was preempted by the Federal Arbitration Act (“FAA”) because the state statute “imposes limitations on the method and manner by which the parties agreed to arbitrate their disputes” and “the FAA's primary purpose is to ensure ...


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