Searching over 5,500,000 cases.


searching
Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.

MVT Enterprises, Inc. v. Comdata Network, Inc.

United States District Court, D. New Mexico

September 17, 2018

MVT ENTERPRISES, INC. and MVT SERVICES, LLC, Plaintiffs,
v.
COMDATA NETWORK, INC. and COMDATA, INC. d/b/a COMDATA PAYMENT INNOVATION, Defendants.

          Robert M. Estrada and Steven J. Blanco, Blanco, Ordonez, Mata, & Wallace, P.C. El Paso, Texas, for Plaintiffs.

          Gregory L. Biehler and Leah Shover, Lewis Brisbois Bisgaard and Smith LLP, Albuquerque, New Mexico, for Defendants.

          ORDER DENYING DEFENDANTS' MOTION TO DISMISS FOR IMPROPER VENUE OR, IN THE ALTERNATIVE, TO TRANSFER VENUE

         THIS MATTER comes before the court on Defendants' Motion to Dismiss for Improper Venue or, in the Alternative, to Transfer Venue filed July 25, 2018. ECF No. 5. Upon consideration thereof, Defendants' motion is not well taken and should be denied.

         Background

         Plaintiffs MVT Enterprises, Inc., and MVT Services, LLC (“MVT”) are freight-trucking companies with their principal place of business in New Mexico. Pls.' Compl. at 1-2 (ECF No. 2-2). Defendants Comdata Network, Inc., and Comdata, Inc. (“Comdata”), are Maryland and Delaware corporations respectively, both with a principal place of business in Tennessee. Id. MVT entered into an agreement with Comdata for payment services, including payments to truck drivers. Id. at 2-3. MVT also utilizes another payment service, Electronic Fund Sources, LLC (EFS). Id. at 3. One payment method offered by Comdata, called Comchek®, was promoted as similar to a blank check, but more secure. Id. at 3-4. MVT contends that Comdata failed to authenticate and secure proper approval before dispersing funds to one of MVT's former employees. Id. at 3-4. According to the complaint, the amount of funds disbursed by Comdata and EFS to the employee totaled more than $890, 000. Id. at 4.

         The agreement between MVT and Comdata included a provision outlining choice of law and forum selection. The agreement provides, in relevant part:

This Agreement shall be governed by the laws of the State of Tennessee without regard to the choice of law rules of such state. Any action to enforce or interpret this Agreement may be brought in the appropriate judicial forum located in Nashville, Davidson County, Tennessee, and Customer does hereby consent to such jurisdiction and waives any objections thereto.

Defs.' Mot. to Dismiss, Ex. A at 4, ¶ 21 (ECF No. 5-1).

         MVT filed suit in New Mexico state court for breach of contract on June 14, 2018. Pls.' Compl. at 1 (ECF No. 2-2). Comdata removed the case based on diversity jurisdiction on July 16, 2018. Defs.' Notice of Removal (ECF No. 2-1). Comdata then filed the instant motion to dismiss or transfer venue.

         Discussion

         Comdata first argues that any dispute must be litigated in the courts of Nashville, Davidson County, Tennessee, under the agreement's choice of law and forum selection clause. Defs.' Mot. to Dismiss at 3-4 (ECF No. 5). Comdata argues the agreement's forum selection provision is mandatory, making venue in New Mexico improper. Id. In response, MVT argues that the agreement's forum selection is merely permissive, not mandatory, and therefore venue in New Mexico is proper. Pls.' Resp. to Defs.' Mot. to Dismiss at 3-6 (ECF No. 8).

         The Tenth Circuit classifies forum selection clauses as either permissive or mandatory. Permissive forum selection clauses authorize jurisdiction in a selected forum but do not prohibit litigation in another venue; mandatory forum selection clauses require litigation in a designated forum to the exclusion of all other forums. See K&V Sci. Co. v. BMW AG, 314 F.3d 494, 498 (10th Cir. 2002). The determination whether a forum selection clause is mandatory or permissive turns, like any other contract interpretation question, on the plain meaning of the contract's terms. See, e.g., West v. Shelby Cty. Healthcare Corp., 459 S.W.3d 33, 41-42 (Tenn. 2014).

         Here, the plain language of the contract shows that the forum selection clause is permissive. A mandatory forum selection clause would use language of obligation - prototypically, “shall” or “must.” Cf. Mandatory, Black's Law Dictionary (10th ed. 2014). The forum selection clause here, however, uses the permissive language “may”: an “action to enforce or interpret this Agreement may be brought in . . . Tennessee.” Defs.' Mot. to Dismiss, Ex. A at 4, ¶ 21 (ECF No. 5-1) (emphasis added).

         Even if the forum selection clause were ambiguous (which it is not), any ambiguities are construed against the drafter. See K&V Sci. Co., 314 F.3d at 500. Here, Comdata is the drafter, and this reinforces reading the clause as permissive. Therefore, ...


Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.