United States District Court, D. Rhode Island
PETER A. PELLETIER, Plaintiff
SWAROVSKI U.S. HOLDING LIMITED, SWAROVSKI LIGHTING, LTD. and DANIEL J. COHEN, Defendants,
J. McConnell, Jr. United States District Judge
Peter A. Pelletier filed a complaint (ECF No. 1) alleging a
host of federal and state employment claims against the
Defendants - Swarovski U.S. Holding Limited, Swarovski
Lighting, Ltd, , and Daniel J. Cohen - regarding his
termination as an employee for Swarovski U.S. Holding
Limited, The Defendants move for partial dismissal of the
Rhode Island statutory claims pursuant to Fed, R. Civ. P.
12(b)(6) and a transfer of venue to New York of the remaining
claims pursuant to 28 U.S.C, §1404(a), based on a choice
of law and forum selection clause in Mr. Pelletier's
employment contract with Swarovski Lighting (ECF No. 9). Mr.
Pelletier opposes the motion (ECF No. 10), Mr. Pelletier, a
resident of Massachusetts, was a Global Vice President for
Swarovski Lighting, a New York-based company. Swarovski
Lighting's parent company is Swarovski U.S. Holding
Limited, a Rhode Island-based company. Prior to his hire, Mr.
Pelletier signed an employment agreement with Swarovski U.S.
Holding (ECF No, 9-3) that contained a law and forum
selection clause. That clause states in relevant part that
"[t]his Agreement will be governed by the laws of the
state of New York and the parties hereto submit to the
exclusive jurisdiction of the New York courts."
Id. at 10, Approximately ten months after his hire,
Swarovski terminated Mr. Pelletier. Although the
parties dispute the cause of the termination - Mr. Pelletier
asserts that Swarovski fired him after he refused to engage
in gender discrimination, while Swarovski alleges that he was
terminated after fellow employees raised issues about his
inappropriate conduct - the cause of his termination is not
relevant to the issue currently before the Court. Mr.
Pelletier filed suit in this Court after Swarovski terminated
his employment, alleging a breach of the employment contract,
and various claims of discrimination, (age, sex, and
retaliation), under federal Title VII and Rhode Island state
move to dismiss Mr. Pelletier's Rhode Island state law
claims, asserting that litigating those claims would violate
the employment agreement's exclusive New York
choice-of-law provision. Defendants also request that this
Court then transfer the remaining causes of action to the
U.S. District Court for the Northern District of New York,
accordance with the employment agreement's forum election
Court's analysis appropriately begins with the agreement
between the parties, and that agreement's forum selection
selection clauses are considered prima facie valid
and the "threshold question in interpreting a forum
selection clause is whether the clause at issue is permissive
or mandatory, " Rivera v. Centro Medico de Turabo,
Inc., 575 F.3d 10, 17 (1st Cir. 2009). Mandatory clauses
"contain clear language indicating that jurisdiction and
venue" are exclusively limited to the contractually
selected forum. Id. (citation omitted). Here, the
clause in the contract states that "the parties hereto
submit to the exclusive jurisdiction of the New York
courts." (ECF No. 9-3 at 10) (emphasis added). The
parties' use of the term "exclusive" in this
context establishes that the forum selection clause is
mandatory. See Rivera, 575 F.3d at 17 n.5. Mr.
Pelletier's breach of contract claim, which is Count X of
his complaint (ECF No. 1 at 14), clearly falls within the
scope of the mandatory forum selection clause. Mr. Pelletier
concedes this determination. (ECF No. 10 at 13) ("[the]
forum provision . . . applies to Mr. Pelletier's breach
of contract claim"). Because the forum selection clause
is mandatory, Mr. Pelletier must bring at least the breach of
contract claim in "the New York courts."
face of a forum selection clause and a request to transfer
venue pursuant to 28 U.S.C. § 1404(a), "a district
court should transfer the case unless extraordinary
circumstances unrelated to the convenience of the parties
clearly disfavor a transfer." Atl. Marine Constr.
Co. v. United States Dist. Court, 134 S.Ct, 568, 574
(2013). The forum selection clause must be "given
controlling weight in all but the most exceptional
circumstances." Id. (quoting Stewart
Organization, Inc. v. Ricoh Corp., 487 U.S. 22, 33
(1988) (Kennedy, J., concurring)).
Pelletier claims that because the remaining nine counts in
his complaint are not based on the contract, the Court is
faced with just such "most exceptional circumstances,
" which permit the Court to disregard the forum
selection clause governing the contract claim. He wants the
entire case kept in Rhode Island. The Court fails to find the
circumstances necessary for Mr. Pelletier's argument to
Pelletier claims that because his remaining nine counts have
an independent basis in law, and are not tied to his contract
claim, his choice of forum should control. He cites to two
cases for his proposition. First, he asserts that "where
a plaintiffs suit is truly broader than the forum selection
clause and the structure of the complaint is not an attempt
to avoid the forum selection clause, enforcement of the forum
selection clause would be unreasonable." Pegasus
Transp., Inc. v. Lynden Air Freight, Inc., 152 F.R.D.
574, 577 (N.Ill. 1993). Pegasus involved a suit
seeking recovery of additional tariff fees for contracted
shipments between two companies. Id. at 575. A valid
forum selection clause governed about half the shipments, but
the other half pre-dated the existence of the forum clause.
Id. In other words, the dispute in Pegasus
arose over two separate contracts arising out of the same
facts. The court determined the lawsuit was broader than the
forum selection clause, that the opposing party was not
trying to circumvent the clause through artful pleading, and
therefore enforcement of the clause would be unreasonable.
Id. at 577.
Pelletier also cites Curwood Inc. v, ProdoPak Corp.,
involving a sale of packaging machines to the plaintiff that
included a valid forum selection clause, No. 07-0544, 2008 WL
644884, at *1 (E.D. Wis. March 7, 2008). In that case, the
defendant breached the contract, and sought to resolve the
issue through the unconventional remedy of buying back the
machines to re-sell to a third party. Id. The
re-purchasing contract contained no forum selection clause.
The defendant breached the second contract as well, and
plaintiff sued for both breaches. As in Pegasus, the
dispute arose from two separate transactions. The court
therefore found the lawsuit was broader than the forum
selection clause and set aside the clause. Id. at
Pelletier's case is structurally distinct from those
cases because it involves only one contract - the employment
contract - which contained a valid mandatory forum selection
clause. Importantly, all ten of Mr. Pelletier's claims
arose from the same facts and stemmed from his employment,
which was the subject matter of the contract. The claims only
exist because of his employment with Swarovski. Mr.
Pelletier's suit is not broader than the forum selection
clause, and therefore the application of the forum selection
clause is not unreasonable.
Pelletier has failed to establish any basis for this Court to
find that this case presents exceptional circumstances
mandating that it not give the forum selection clause
controlling weight. Whether the entire complaint falls under
the forum selection clause or whether just the breach of
contract claim does makes no difference, because the same
result is required in either case. In the former case, the
entire suit is governed by the forum selection clause and
should have been brought in New York. In the latter case, the
Court is obligated to transfer the contract claim to New
York, and would also transfer the remaining claims in the
interests of judicial economy. Either way, the parties should
litigate this matter in the forum they chose.
the Court believes that the New York courts should adjudicate
this matter pursuant to the forum selection clause, it does
not address the Defendants' motion to dismiss the Rhode
Island state law claims pursuant to the choice of law
provision, but rather leaves that decision to the transferee
case is transferred pursuant to 28 U.S.C. § 1404(a) to
the United States District Court for ...