United States District Court, E.D. Michigan, Southern Division
MEMORANDUM AND ORDER GRANTING DEFENDANT'S MOTION
TO DISMISS (DOC. 2) 
COHN UNITED STATES DISTRICT JUDGE.
a contract case. Plaintiff Transport Systems, LLC,
(Transport) is suing defendant Pace Runners, Inc. (Pace). In
general, Transport says that it performed transportation
services under a contract with Pace, Pace terminated the
contract without the requisite 30 days' notice, and owes
Transport $80, 608.28 for work performed. Transports claims
(1) breach of contract and (2) unjust enrichment.
the Court is Pace's motion to dismiss on the grounds that
the contract includes a forum selection clause which provides
that any lawsuit over the contract be filed in Alabama state
court. For the reasons that follow, the motion will be
is a Michigan limited liability company located in Dearborn,
Michigan. Transport provides transportation services in the
an Alabama corporation located in Alabama.
November 10, 2016, the parties entered into an Independent
Contractor Agreement (contract) in which Pace agreed to pay
Transport for delivery services to Pace's customers,
including Amazon. The contract provides that if either party
wishes to terminate the agreement, they must provide 30
days' written notice. The contract also contains the
following forum selection clause:
This Contract and all rights and obligations of the parties
shall be construed in accordance with the laws of the state
of Alabama and any action shall be commenced in that
jurisdiction in the closest state court.
sued Pace in Wayne County Circuit Court. Pace removed the
case to federal court on the grounds of diversity
jurisdiction and then filed the instant motion.
seeks dismissal under Fed.R.Civ.P. 12(b)(6) or under the
doctrine of forum non conveniens. A Rule 12(b)(6) motion
tests the sufficiency of a plaintiff's pleading. The Rule
requires that a complaint "contain something more ...
than ... a statement of facts that merely creates a suspicion
[of] a legally cognizable right of action." Bell
Atlantic Corp. v. Twombly, 550 U.S. 544 (2007) (internal
citation omitted). A "plaintiff's obligation to
provide the 'grounds' of his 'entitlement to
relief' requires more than labels and conclusions, and a
formulaic recitation of the elements of a cause of action
will not do." Id. "[T]hat a court must
accept as true all of the allegations contained in a
complaint is inapplicable to legal conclusions. Threadbare
recitals of all the elements of a cause of action, supported
by mere conclusory statements do not suffice."
Ashcroft v. Iqbal, 556 U.S. 662; 129 S.Ct. 1937,
1949 (2009). The court is "not bound to accept as true a
legal conclusion couched as a factual allegation."
deciding a motion to dismiss pursuant to Fed.R.Civ.P.
12(b)(6), th[e] Court may only consider 'the facts
alleged in the pleadings, documents attached as exhibits or
incorporated by reference in the pleadings, and matters of
which the [Court] may take judicial notice.'"
Murray v. Geithner, 624 F.Supp.2d 667, 671 (E.D.
Mich. 2009) (citing 2 James Wm. Moore et al., Moore's
Federal Practice 12.342 (3d ed. 2000).
the doctrine of forum non conveniens, a court may
“decline to exercise its jurisdiction” because
the interests of “the convenience of the parties and
the court, ” as well as “the interest of justice,
” counsel that the action should be tried elsewhere.
Piper Aircraft Co. v. Reyno, 454 U.S. 235, 250
(1981). The Supreme Court has made it clear that “the
central focus of the forum non conveniens inquiry is
convenience.” Id. at 249. The analysis
consists of the following three steps: 1) whether an
adequate, alternative forum exists; 2) whether the private