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Johnson v. Copiers Northwest, Inc.

United States District Court, D. Oregon

May 12, 2017

SCOTT JOHNSON, Plaintiff,
v.
COPIERS NORTHWEST, INC., a foreign business corporation, Defendant.

          Jeffrey M. Edelson and Steffan Alexander, Markowitz Herbold, PC, Of Attorneys for Plaintiff.

          John L. Loesch and Alexander F. Strong, Bendich, Stobaugh & Strong, PC, Of Attorney for Defendant.

          OPINION AND ORDER

          Michael H. Simon, United States District Judge

         Plaintiff Scott Johnson, an Oregon citizen, brings this action against Defendant Copiers Northwest, Inc. (“Copiers NW”), a Washington corporation headquartered in Seattle. As alleged in Plaintiff's First Amended Complaint (“FAC”), on January 25, 2010, Johnson and Copiers N.W. entered into a contract relating to Johnson's employment at Copiers NW, titled “Employment Offer and Agreement with Non-Solicitation Covenant” (“Employment Agreement”). FAC ¶ 8. As his first claim for relief, Johnson seeks a declaration that the restrictive covenant, titled “Non- Solication, ” found in paragraph 7 of the Employment Agreement is actually a noncompetition agreement that is voidable under Oregon statutory law, specifically Or. Rev. Stat. § 653.295. As his second claim for relief, Johnson seeks unpaid wages and penalty wages under Oregon statutory law, specifically, Or. Rev. Stat. §§ 652.140(2) and 652.150. Johnson alleges that Copiers N.W. failed to pay Johnson “his full earned wages or compensation when due him under his Compensation Plan.” FAC ¶ 22.[1] Copiers N.W. moves to dismiss the action under the doctrine of forum non conveniens, relying on a forum-selection clause contained in paragraph 8 of the Employment Agreement. ECF 12. That forum-selection clause reads: “Any proceedings for injunctive relief or enforcement of this Agreement shall be brought in Superior Court for King County, State of Washington.” ECF 14 at 7. For the reasons stated below, the Court GRANTS Copiers NW's Motion to Dismiss.

         STANDARDS

         When a party seeks to enforce a contractual forum-selection clause pointing to a nonfederal forum, an appropriate way to enforce it is through a motion raising the doctrine of forum non conveniens. Atl. Marine Constr. Co., Inc. v. U.S. Dist. Court for the W. Dist. of Tex., 134 S.Ct. 568, 580 (2013) (“Instead, the appropriate way to enforce a forum-selection clause pointing to a state or foreign forum is through the doctrine of forum non conveniens.”).[2] The doctrine of forum non conveniens “rests on the principle that a court may resist imposition upon its jurisdiction when the matter may be more conveniently tried in another forum, even when jurisdiction is authorized by the letter of a general venue statute.” Hamilton v. Firestone Tire & Rubber Co., Inc., 679 F.2d 143, 146 (9th Cir. 1982) (citing Gulf Oil Corp. v. Gilbert, 330 U.S. 501 (1947)). The Ninth Circuit has cautioned, however, that “[t]he doctrine of forum non conveniens is a drastic exercise of the court's ‘inherent power' because, unlike a mere transfer of venue, it results in the dismissal of the plaintiff's case. . . . Therefore, we have treated forum non conveniens as ‘an exceptional tool to be employed sparingly, ' and not a ‘doctrine that compels plaintiffs to choose the optimal forum for their claim.'” Carijano v. Occidental Petroleum Corp., 643 F.3d 1216, 1224 (9th Cir. 2011) (quoting Dole Food Co. v. Watts, 303 F.3d 1104, 1118 (9th Cir. 2002)).

         When the parties have formed a contract that includes a valid forum-selection clause, federal law controls whether the clause is enforceable. Manetti-Farrow, Inc. v. Gucci Am., Inc., 858 F.2d 509, 513 (9th Cir. 1988). In Atlantic Marine, the Supreme Court clarified the factors that a district court should consider when evaluating the enforceability of a valid forum-selection clause. 134 S.Ct. at 581-82. In the presence of a valid forum-selection clause, “the plaintiff's choice of forum merits no weight.” Id. at 581. Additionally, the district court “should not consider arguments about the parties' private interests. . . . A court accordingly must deem the private-interest factors [including inconvenience to the parties] to weigh entirely in favor of the preselected forum.” Id. at 582. The district court may only consider arguments concerning public-interest factors, which “will rarely defeat” a motion to dismiss. Id.

         The Supreme Court also explained that a valid forum-selection clause alters the ordinary forum non conveniens analysis. Atl. Marine, 134 S.Ct. at 581. A court must give a forum-selection clause “controlling weight in all but the most exceptional cases.” Id. at 579 (internal citation and quotation marks omitted). Courts should not “unnecessarily disrupt the parties' settled expectations” when the parties have “contracted in advance to litigate disputes in a particular forum.” Id. at 583. “In all but the most unusual cases, therefore, ‘the interest of justice' is served by holding parties to their bargain.” Id.; see also Swenson v. T-Mobile USA, Inc., 415 F.Supp.2d 1101, 1104 (S.D. Cal. 2006) (“[Forum selection clauses] are prima facie valid and are enforceable unless the party challenging enforcement shows the clause is unreasonable under the circumstances.” (citing R.A. Argueta v. Banco Mexicano, S.A., 87 F.3d 320, 325 (9th Cir. 1996))). A plaintiff bears the burden of showing exceptional circumstances that make dismissal inappropriate despite a valid and applicable forum-selection clause.[3] See Atl. Marine, 134 S.Ct. at 581.

         BACKGROUND

         Copiers N.W. recruited Johnson to work as a Sales Representative for specified geographic regions within Oregon. ECF 16 at 1-2. On January 25, 2010, Johnson began working for Copiers N.W. and signed the Employment Agreement. ECF 13 at 9-14; ECF 14 at 4-9. The Employment Agreement also appears to incorporate a Compensation Plan as an addendum to the Employment Agreement that outlines Johnson's salary, sales quotas, and other details of his compensation and responsibilities as a Sales Representative for Copiers NW. ECF 13 at 9; ECF 14 at 11.

         At least three provisions of the Employment Agreement are at issue in this lawsuit. First, the Agreement contains a “Non-Solicitation” provision that reads as follows:

A. During your employment with CNW and for a period of twenty-four months after the termination of your employment, You agree that You will not on your personal behalf or on behalf of any other person or entity besides CNW:
1. Make any effort, directly or indirectly, to obtain business from any customer or prospective customer of CNW that you had direct contact with;
2. Cause or attempt to cause any customer or prospective customer of CNW to reduce its business with CNW;
3. Accept business from any customer or prospective customer of CNW.

ECF 13 at 10-11. Mr. Johnson characterizes this provision as a “non-compete clause.”

         Second, the Agreement contains a provision entitled “Recruitment of Employees” that reads:

During employment and for a period of twelve months after termination, You agree not to recruit any employee to leave CNW and to go to work for You or your new employer or another entity on whose behalf You solicited the CNW employee. The parties agree that this would be seriously damaging to CNW . . . .

Id. at 12.

         Finally, and most importantly for the purposes of deciding the pending motion to dismiss, the Employment Agreement contains a forum-selection clause. The Agreement's “Venue” provision reads:

Any proceedings for injunctive relief or enforcement of this Agreement shall be brought in Superior Court for King County, State of Washington; unless, CNW exercises its right under ...

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