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Transport Systems, LLC v. Pace Runners, Inc.

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

August 3, 2018

TRANSPORT SYSTEMS, LLC, Plaintiff,
v.
PACE RUNNERS, INC., Defendant.

          MEMORANDUM AND ORDER GRANTING DEFENDANT'S MOTION TO DISMISS (DOC. 2) [1]

          AVERN COHN UNITED STATES DISTRICT JUDGE.

         I. Introduction

         This is 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.

         Before 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 granted.

         II. Background

         Transport is a Michigan limited liability company located in Dearborn, Michigan. Transport provides transportation services in the shipping industry.

         Pace is an Alabama corporation located in Alabama.

         On 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.[2] 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.

         Transport 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.

         III. Legal Standards

         Pace seeks dismissal under Fed.R.Civ.P. 12(b)(6)[3] 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."

         "In 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).

         Under 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 ...


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