United States District Court, E.D. Michigan, Southern Division
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)
A. GOLDSMITH, UNITED STATES DISTRICT JUDGE
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. For the reasons that follow, the Court
denies Wizie's motions and grants Webjet's motion to
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
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.
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.
sought to confirm the award in the U.S. District Court for
the Middle District of Florida on April 25,
2017. 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).
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.
Motion to Transfer Based on Forum Non Conveniens
Court will first address Wizie's motion for transfer on
grounds of forum non conveniens. 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
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).
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.
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 ...