United States District Court, D. New Mexico
ORDER GRANTING MOTION TO TRANSFER VENUE
GREGORY B. WORMUTH, UNITED STATES MAGISTRATE JUDGE.
MATTER comes before the Court on Defendant's Opposed
Motion to Transfer Venue to the Western District of Oklahoma.
Doc. 5. Having reviewed the Motion, the attendant
briefing (docs. 10, 15), and all applicable
law, the Court hereby GRANTS Defendant's Motion for the
reasons detailed below.
case arises out of a contract (hereinafter, “the
Agreement”) between Plaintiff Prestige Oilfield
Services, LLC (“Prestige”) and Defendant Devon
Energy Production Company, L.P. (“Devon”).
See doc. 1-1 at 1-2. Prestige acted as a contractor,
providing Devon with certain services and materials including
salt water removal, disposal services, and equipment. See
doc. 5 at 2.
parties are in agreement as to virtually all facts relevant
for purposes of the instant Motion. See doc. 10 at 2
(“Prestige agrees with the majority of the factual
statements set forth by Devon.”). Prestige and Devon
entered into the Agreement on October 12, 2012. Doc.
5 at 2. Their dispute arises out of services and
materials provided pursuant to the Agreement. Id.
Specifically, Devon refused to pay Prestige for its services
and materials after uncovering alleged irregularities and
errors in Prestige's invoices. See doc. 1-1 at
2; doc. 5 at 1. Prestige responded by recording
liens against Devon's properties that were benefited by
its services and materials. Doc. 1-1 at 2.
filed suit in the Fifth Judicial District of New Mexico on
November 12, 2018. Devon removed the case to this Court on
December 13, 2018, asserting diversity jurisdiction pursuant
to 28 U.S.C. § 1332. Doc. 1. Devon then filed
the instant Motion to Transfer Venue on December 14, 2018.
Doc. 5. Devon urges the Court to transfer the case
to the Western District of Oklahoma based on the
forum-selection clause contained in the Agreement. See
id. at 3. Prestige does not deny the existence or
enforceability of the forum-selection clause, but argues that
the forum-selection clause is limited in scope and does not
apply to the parties' disagreement. See generally
Supreme Court has held that “a forum-selection clause
may be enforced by a motion to transfer under §
1404(a).” Atlantic Marine Constr. Co. v. United
States Dist. Court, 571 U.S. 49, 52 (2013). Section
1404(a), the federal change of venue statute, permits a
district court to “transfer any civil action to another
district or division where it might have been brought or to
any district or division to which all parties have
consented.” 28 U.S.C. § 1404(a).
valid forum-selection clause exists, the § 1404(a)
motion should be denied only under “extraordinary
circumstances, ” and the plaintiff bears the burden of
demonstrating that such circumstances exist. Atlantic
Marine, 571 U.S. at 62, 64. The parties' private
interests carry no weight in the analysis, so the district
court “may consider arguments about public-interest
factors only.” Id. at 63-64. “[A] proper
application of § 1404(a) requires that a forum-selection
clause be ‘given controlling weight in all but the most
exceptional cases.'” Id. at 59-60 (quoting
Stewart Organization, Inc. v. Ricoh Corp., 487 U.S.
22, 33 (1988) (Kennedy, J., concurring)).
Choice of Law
preliminary matter, the parties disagree about what law the
Court should apply to interpret the forum-selection clause.
See Presidential Hospital, LLC v. Wyndham Hotel Grp.,
LLC, F.Supp. 1179, 1211 (D.N.M. 2018) (noting the
distinction between enforceability of
forum-selection clauses, which is determined by federal law,
and interpretation of forum-selection clauses, which
is an area of some confusion). Plaintiff urges the Court to
apply Oklahoma state law to interpret the clause (doc.
10 at 5), while Defendant argues that interpretation of
the Agreement is governed by federal common law (doc.
15 at 5).
federal court sitting in diversity applies state substantive
law and federal procedural law. See Erie R.R. v.
Tompkins, 304 U.S. 64 (1938). Whether forum-selection
clauses are considered substantive or procedural for
Erie purposes is a “daunting question”
that the Tenth Circuit has so far declined to answer.
Excell, Inc. v. Sterling Boiler & Mech., 106
F.3d 318, 321 (10th Cir. 1997) (quoting Lambert v.
Kysar, 983 F.2d 1110, 1116 (1st Cir. 1993)). Instead,
the Tenth Circuit has regularly found that there is no need
to decide the Erie question because both federal and
state law lead to the same outcome. See Id. at 320
(“Because we believe there are no material
discrepancies between Colorado law and federal common law on
these matters…we find it unnecessary to decide the
issue.”) (internal citations omitted); Presidential
Hospital, 333 F.Supp. at 1211 (describing the Tenth
Circuit's avoidance of this issue).
reasons, it is ultimately unnecessary to determine whether
the forum- selection clause in the Agreement is substantive
or procedural. First, this Court finds that the
Agreement's choice-of-law provision should be enforced in
any event, meaning that Oklahoma law applies. Second, the
contract principles that determine the resolution of this
Motion are not materially different whether one applies
federal common law, New Mexico law, or Oklahoma law.
Agreement contains the following choice-of-law provision:
In the event General Maritime Law of the United States is
determined by a court of competent jurisdiction to be
inapplicable,  and except as otherwise provided under the
Articles “Independent Contractor, ”
“Insurance, ” and “Indemnity and
Defense” herein, the laws of the State of Oklahoma
govern the interpretation of ...