United States District Court, E.D. Michigan, Southern Division
OPINION AND ORDER DENYING DEFENDANTS' MOTION TO
TRANSFER UNDER 28 U.S.C. § 1404(A), AND, ALTERNATIVELY,
TO DISMISS UNDER RULE 12(B)(6) [#18] AND
DENYING WITHOUT PREJUDICE PLAINTIFF'S MOTION FOR LEAVE TO
FILE SECOND AMENDED COMPLAINT [#17]
GERSHWIN A. DRAIN UNITED STATES DISTRICT JUDGE.
removed the instant action from the Oakland County Circuit
Court on June 5, 2019. Plaintiff Reid Bigland filed a First
Amended Complaint on June 12, 2019, raising claims under the
Whistleblowers' Protection Act, Mich. Comp. Laws §
15.361 et seq., the Dodd-Frank Wall Street Reform
and Consumer Protection Act, 15 U.S.C. § 78u-6, as well
as a claim alleging violation of Michigan public policy and a
claim for unjust enrichment.
before the Court is the Defendants FCA North America
Holdings, LLC's, FCA U.S. LLC's and Fiat Chrysler
Automobiles, N.V.'s Motion to Transfer under 28 U.S.C.
§ 1404(a) and, Alternatively, to Dismiss under Rule
12(b)(6), filed on June 25, 2019. Plaintiff filed a Response
in Opposition on July 17, 2019 and Defendants filed a Reply
brief on July 31, 2019. Also, before the Court is the
Plaintiff's Motion for Leave to File Second Amended
Complaint, filed on June 24, 2019. Defendants filed a
Response on July 8, 2019 and Plaintiff filed his Reply on
July 15, 2019. A hearing on these matters was held on October
reasons that follow, the Court will deny Defendants'
Motion to Transfer and, Alternatively, to Dismiss under Rule
12(b)(6) and will deny without prejudice Plaintiff's
Motion for Leave to File Second Amended Complaint.
has worked for what is now Defendant Fiat Chrysler
Automotive, N.V. since 1997. ECF No. 10, PageID.73. Plaintiff
has been promoted numerous times during his employment with
Defendant and currently has the following positions at the
company: Chairman, President, and CEO of Fiat Chrysler
Canada; Head of U.S. Sales; Head of U.S. Fleet; and Global
Head of Ram Brand. Id. at PageID.76. Plaintiff also
sits on several corporate decision-making committees.
Id. at PageID.77.
litigation filed by a dealership owner and investors
regarding Defendants' monthly sales reporting,
Defendants' Internal Audit and Legal departments analyzed
Defendants' monthly sales reporting practices and found
no wrongdoing. Id. at PageID.80. However, at the
suggestion of counsel, Defendants self-reported their
methodology for reporting monthly sales to the U.S.
Securities and Exchange Commission (“SEC”).
Id. In July of 2016, Defendant Fiat Chrysler
Automobiles N.V. voluntarily changed its system for reporting
monthly sales and restated its monthly sales numbers for the
previous five years to reflect its new reporting methodology.
on Defendants' self-report to the SEC, the SEC began an
investigation into Defendants' former monthly sales
reporting practices. Id. As part of the
investigation, the SEC requested that Plaintiff meet with
investigators. Id. at PageID. 81. Plaintiff
testified under oath before the SEC that the monthly sales
reporting practices at issue were in place long before
Plaintiff became Head of U.S. Sales and that he followed
these procedures. Id. at PageID.81. In late 2018,
the SEC suggested that Plaintiff admit to some wrongdoing as
to Defendants' monthly sales reporting. Id. The
SEC also suggested a resolution involving some penalty to
FCA. Id. Because Plaintiff did not engage in any
wrongdoing, he declined to admit any wrongdoing. Id.
late 2018, Plaintiff believed that the SEC did not have an
accurate understanding of Defendants' reporting
methodologies. Id. at PageID.82. In order to ensure
that the SEC had all relevant information, Plaintiff
submitted a White Paper to the SEC in early 2019 which set
forth the monthly sales reporting methodology he inherited,
his use of this protocol, Defendants' knowledge of the
methodology and, lastly, Plaintiff summarized his testimony
before the SEC. Id. Plaintiff provided Defendants a
copy of the White Paper prior to submitting it to the SEC.
asserts that his unwillingness to act as a scapegoat for
Defendants' 30-year sales reporting methodology and
candor regarding Defendants' knowledge of this practice
prior to and during Plaintiff's tenure as head of U.S.
Sales caused Defendants to retaliate against Plaintiff less
than two months after submission of the White Paper.
Id. at PageID.84. Specifically, Plaintiff maintains
that Defendants have retaliated by withholding some of
Plaintiff's compensation. Id. Plaintiff's
compensation consists of three components: base pay; an
annual bonus; and “Long Term Incentive” stock
options. Id. at PageID.77. With no forewarning, on
March 8, 2019, Global Human Resources Chief Linda Knoll
advised Plaintiff that Defendants had decided to indefinitely
defer his annual bonus for 2018 and payout of shares.
Id. at PageID.84. While Defendants alluded to an
internal investigation, Plaintiff has never been given a
specific reason behind the Defendants' decision to
withhold Plaintiff's compensation. Id. However,
he was informed that Defendants were angry that he sold his
shares in the company, and Defendants have admitted that his
compensation was withheld, in part, because of this sale.
Id. at PageID.85.
LAW & ANALYSIS
Motion to Transfer and/or Motion to Dismiss
Standard of Review
28 U.S.C. § 1404(a) provides that “[f]or the
convenience of the parties and witnesses, in the interest of
justice, a district court may transfer any civil action to
any other district or division where it might have been
brought or to any district or division to which all parties
have consented.” Continental Grain Co. v. Barge
F.B.L.-585, 364 U.S. 19, 27 (1960). The district court
has broad discretion to grant or deny a motion to transfer,
so long as jurisdiction is proper in either court. Phelps
v. McClellan, 30 F.3d 658, 663 (6th Cir. 1994).
are several factors the district courts should consider when
deciding whether or not to transfer under 28 U.S.C. §
1404(a). Moses v. Business Card Express, Inc., 929
F.2d 1131, 1137 (6th Cir. 1991). The private interest factors
include (1) convenience of the parties and witnesses, (2)
accessibility of sources of proof, (3) the costs of securing
testimony from witnesses, (4) practical problems associated
with trying the case in the least expensive and most
expeditious fashion, and (5) the interests of justice.
Id. The public interest factors include (1) the
relative congestion in the courts of the two forums, (2) the
public's interest in having local controversies
adjudicated locally, and (3) the relative familiarity of the
two courts with the applicable law. Id. In the
ordinary case, the party seeking a § 1404(a) transfer
must bear the burden of establishing the existing forum is
inconvenient. Amphion, Inc. v. Buckeye Elec. Co.,
285 F.Supp.2d 943, 946 (E.D. Mich. 2003).
when evaluating a § 1404(a) request for transfer
premised on a valid, mandatory and enforceable forum
selection clause, the § 1404(a) analysis changes.
Atl. Marine Constr. Co. v. United States Dist.
Court, 571 U.S. 49, 63 (2013) (“The presence of a
valid forum-selection clause requires district courts to
adjust their usual § 1404(a) analysis . . . .”).
In this situation, the plaintiff's choice of forum is
given no weight and the plaintiff “must bear the burden
of showing why the court should not transfer the case to the
forum to which the parties agreed.” Id.
Additionally, “a court evaluating a defendant's
§ 1404(a) motion to transfer based on a forum-selection
clause should not consider arguments about the parties'
private interests.” Id. Rather, the court is
to evaluate public interest factors only. Id. Where
the parties have agreed to a valid forum selection clause,
the district court should ordinarily transfer the case to the
forum specified in the clause because “[i]n all but the
most unusual cases,  the interest of justice is served by
holding parties to their bargain.” Id. at 66.
The Operative Agreements
move this Court to transfer this action to the U.S. District
Court for the District of Delaware, or, alternatively, to
dismiss the Amended Complaint on the grounds that pursuant to
a valid forum selection clause, Plaintiff and Defendants
agreed that any dispute between Plaintiff and Defendants
regarding the terms of Plaintiff's equity awards would be
exclusively brought in federal or state court in Delaware.
Defendants refer the Court to the Equity Incentive Plan (the
“Plan”), which designates Delaware as the