United States District Court, D. New Mexico
MEMORANDUM OPINION AND ORDER
August 23, 2016, Defendant Organizacion Mundial de Boxeo,
Inc. (“WBO”) filed an Amended Motion for Transfer
of Venue to the District of Puerto Rico (ECF No. 11), seeking
an order transferring this case to the District of Puerto
Rico because of a forum-selection provision in the
Regulations of World Championship Contests (“WBO
Regulations”). The Court, having considered the motion,
briefs, pleadings, evidence, and applicable law, concludes
that the motion should be granted and this case transferred
to the United States District Court for the District of
Austin Trout is a professional boxer and longtime resident of
Las Cruces, New Mexico. Compl. ¶¶ 1, 3, ECF No.
1-2. The WBO, a boxing sanctioning organization, is a foreign
corporation with its principal place of business in San Juan,
Puerto Rico. Id. ¶¶ 2, 10. The WBO's
operations are purportedly governed by its Constitution,
By-Laws, and Regulations. See Id. ¶ 13. Under
the rules set out in these governing documents, the WBO
establishes and recognizes championships in various weight
divisions. See Id. ¶ 14. These rules also
require the WBO to rank professional boxers in each weight
division. Id. ¶ 15. Pursuant to the WBO
Regulations, attached as Exhibit B to Mr. Trout's
Complaint, the WBO uses these rankings to determine which
boxers will have an opportunity to fight for each WBO
discussions with and approval by the WBO, Mr. Trout entered
the WBO's rankings as the ninth-ranked junior
middleweight boxer in November 2014, giving up other
potential prospects and career paths as a result.
Id. ¶ 27. Following a number of victories, Mr.
Trout rose steadily through the WBO's rankings, peaking
as the WBO's fourth-ranked junior middleweight boxer by
June 2015. Id. ¶¶ 28-29.
WBO's Junior Middleweight World Championship was declared
vacant on July 31, 2015. See Id. ¶¶ 31-33
and Ex. G. Under its Regulations, the WBO was supposed to
provide an opportunity for the two best available contenders
to negotiate to fight for the vacant title. Id.
¶ 33. Because the two top-ranked contenders in the
WBO's Junior Middleweight division were unavailable for a
championship fight at the time, Mr. Trout would have
qualified as one of the two best available contenders on the
basis of his June 2015 ranking. Id. ¶¶
34-36. Instead of awarding him this valuable opportunity, the
WBO completely removed him from its Junior Middleweight
Rankings for July and August 2015, despite that he had not
lost a fight during his time as a WBO-ranked boxer. See
Id. ¶ 37. The WBO instead improperly elevated Liam
“Beefy” Smith to the fourth-ranked and
third-ranked positions, in the respective monthly rankings,
and granted Mr. Smith a championship fight with John
Thompson. See Id. ¶¶ 37-41. Mr. Trout did
not reenter the WBO's Junior Middleweight Rankings until
September 2015. Id. ¶ 39. Mr. Trout asserts
that “the WBO disregarded its rules and regulations in
exchange for financial payments from English promoter Frank
Warren, whose financial clout” induced the WBO to
“prevent Mr. Trout from obtaining a deserved title
fight.” Id. ¶ 41.
Trout brought suit in the Third Judicial District Court for
the State of New Mexico on November 16, 2015, alleging claims
of violation of the New Mexico Unfair Trade Practices Act
(Count I), Fraud (Count II), and a Petition for Injunctive
Relief (Count III). Id. ¶¶ 43-69. In
addition to various forms of damages, Plaintiff sought
appointment of a Special Master to oversee the operation of
the WBO and its related entities to ensure it operated in
compliance with law and its Constitution, Regulations, and
By-laws. See Id. ¶¶ 64-67, 69. The WBO
subsequently removed the case. Notice of Removal, ECF No. 1
February 12, 2016, the WBO filed a motion to dismiss for
improper venue under Rule 12(b)(3), contending that a forum
selection clause in its WBO Regulations required this Court
to dismiss Plaintiff's action. Following briefing, on
August 3, 2016, the Court denied the motion to dismiss based
on a recent Supreme Court decision explicitly holding that
motions under Rule 12(b)(3) are improper procedural
mechanisms for the enforcement of forum selection clauses.
See Mem. Op. And Order 7-8, ECF No. 9 (citing
Atlantic Marine Constr. Co., Inc. v. U.S. Dist.
Court, --- U.S. __, 134 S.Ct. 568, 575-579 (2013)).
After determining that venue is proper in this Court under 28
U.S.C. § 1441, this Court explained the grounds for why
a motion to transfer under § 1404 is the proper
mechanism for enforcement of a forum selection clause.
See Id. at 8-9. Because neither party had addressed
the relevant private and public interest factors that the
Court must consider in deciding a § 1404 transfer, nor
had they conducted a conflict-of-law analysis to establish
which law applied in determining whether the forum selection
clause was valid and binding on the parties, the Court
requested the parties brief these issues. See Id. at
responded by filing its Amended Motion for Transfer of Venue
to the District of Puerto Rico under § 1404(a) (ECF No.
11). Defendant contends the forum selection clause is valid
and enforceable and requires Plaintiff to litigate his
claims, which arise out of and are inextricably linked to the
Regulations, in the District of Puerto Rico. Def.'s Am.
Mot. 2, ECF No. 11. Defendant asserts that, because Plaintiff
has invoked the Regulations to support his position, he
cannot now ignore the forum selection clause. Id. at
5. The WBO additionally argues that Mr. Trout cannot meet his
burden of establishing extraordinary circumstances to
overcome the enforceability of the mandatory forum selection
clause, because the interests-of-justice factor favors
litigation in the District of Puerto Rico where the court
will be familiar with the applicable law, where the events
underlying the dispute arose, where the majority of evidence
and witnesses are located, and which has a less congested
docket than this Court. See Id. at 6-11. Finally,
Defendant contends that, even if the forum selection clause
is not valid, the Court should transfer the action for
convenience, efficiency, and the interests of justice.
See Id. at 11-14.
response, Plaintiff argues that the purported contract lacks
mutuality to support enforcement of the forum selection
clause and is illusory because the WBO Regulations permit the
WBO unilaterally to amend its regulations at any time.
Pl.'s Resp. to Def.'s Am. Mot. 1-2, ECF No. 12.
Plaintiff incorporates the arguments and authorities he set
forth in his Response to the Motion to Dismiss for Improper
Venue. Id. at 1. Plaintiff additionally asserts that
the forum selection clause should not apply to a fraudulent
scheme that occurred while the alleged contract was not in
force. Id. at 2. Plaintiff contends that when the
WBO removed Mr. Trout from the rankings, it undertook a
fraudulent scheme that removed him from the scope of the
purported contract, and thus, the WBO cannot seek the
protections of the contract it intentionally abdicated.
See Id. Plaintiff acknowledges that the injunctive
relief he seeks is “so intrinsically intertwined with
application of the Regulations in question that Plaintiff
would agree that this individual claim would be more properly
subject to litigation in the District of Puerto Rico.”
Id. Plaintiff therefore “would agree to
transfer and/or a stipulated dismissal of this particular
cause of action.” Id. at 3. Plaintiff asserts
that venue of the fraud and unfair trade practices act claim
should be in New Mexico because the balance of factors favors
Plaintiff's choice of forum. See Id. at 3-6.
Defendant did not file a reply brief, the motion is ready for
the Court's decision. Notice of Completion of Briefing,
ECF No. 13. Because Plaintiff expressly incorporated his
response to the motion to dismiss, the Court has considered
Plaintiff's response to the motion to dismiss (ECF No.
6), Defendant's reply in support of its motion to dismiss
(ECF No. 7), Defendant's amended motion to transfer (ECF
No. 11), and Plaintiff's response to the amended motion
to transfer (ECF No. 12).
appropriate mechanism for enforcement of a forum selection
clause that provides for suit in a federal forum is a motion
for transfer under 28 U.S.C. § 1404(a). See Atlantic
Marine, 134 S.Ct. at 575, 579-81. Section 1404(a)
states: “For the convenience of 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.”
the movant bringing a motion for transfer under §
1404(a) “bears the burden of establishing that the
existing forum is inconvenient.” Chrysler Credit
Corp. v. Country Chrysler, Inc., 928 F.2d 1509, 1515
(10th Cir. 1991). In deciding whether the movant has met this
burden, a district court ordinarily evaluates both private
interests of the parties and public-interest considerations.
Atlantic Marine, 134 S.Ct. at 581 & n.6. Among
the factors a district court should consider when ruling on a
§ 1404(a) motion are
the plaintiff's choice of forum; the accessibility of
witnesses and other sources of proof, including the
availability of compulsory process to insure attendance of
witnesses; the cost of making the necessary proof; questions
as to the enforceability of a judgment if one is obtained;
relative advantages and obstacles to a fair trial;
difficulties that may arise from congested dockets; the
possibility of the existence of questions arising in the area
of conflict of laws; the advantage of having a local court
determine questions of local law; and, all other
considerations of a practical nature that make a trial easy,
expeditious and economical.
Chrysler Credit, 928 F.2d at 1516 (quoting Texas
Gulf Sulphur Co. v. Ritter, 371 F.2d 145, 147 (10th Cir.
contrast, when a § 1404(a) motion is based on a
“contractually valid” forum selection clause, the
motion to transfer should be granted absent
“extraordinary circumstances unrelated to the
convenience of the parties.” Atlantic Marine,
134 S.Ct. at 581 & n.5. “The enforcement of valid
forum-selection clauses, bargained for by the parties,
protects their legitimate expectations and furthers vital
interests of the justice system.” Id.
(internal quotations omitted). When a plaintiff has agreed in
a contract to bring suit in a specific forum, the
plaintiff's choice of forum merits no weight and the
plaintiff bears the burden of establishing why the court
should not transfer the case to the initial choice of forum
set forth in the contract. Id. at 581-82. Moreover,
a court should not consider private interest factors when the
parties agreed to a valid forum-selection clause, because any
inconvenience to the parties should have been clearly
foreseeable at the time they agreed to the forum.
Id. at 582. Instead, when evaluating a
defendant's § 1404(a) motion to transfer based on a
forum-selection clause, the court may only consider arguments
about public-interest factors. Id. “Because
those factors will rarely defeat a transfer motion, the
practical result is that forum-selection clauses should
control except in unusual cases.” Id.