United States District Court, W.D. Kentucky, Paducah Division
ALDRIDGE ELECTRIC, INC. PLAINTIFF
AMERICAN MUNICIPAL POWER, INC. DEFENDANT
MEMORANDUM OPINION AND ORDER
N. Stivers, Judge United States District Court.
matter comes before the Court on Defendant's Motion to
Transfer pursuant to 28 U.S.C. § 1404(a) (DN 10). For
the following reasons, the motion is
GRANTED. Counts I, IV, and V are
SEVERED and TRANSFERRED to
the U.S. District Court for the Southern District of Ohio,
and Counts II and III are STAYED in this
case involves a dispute between American Municipal Power,
Inc., (“Defendant”) an Ohio corporation with its
principal place of business in Ohio, and Aldridge Electric,
Inc., (“Plaintiff”) a Delaware Corporation with
its principal place of business in Illinois, regarding a
construction project located in Kentucky. (Notice Removal Ex.
A, ¶¶ 2-3, DN 1-1 [hereinafter Compl.]).
2011, Defendant hired C.J. Mahan Construction Company
(“Mahan”) to construct a hydroelectric facility
known as Smithland Hydroelectric Project at the Smithland
Locks and Dam located near Smithland, Kentucky. (Compl.
¶¶ 6-7). Mahan then entered into a subcontract
(“Subcontract”) with Plaintiff to perform
electrical services on the Smithland Hydroelectric Project.
(Compl. ¶ 8). The Subcontract incorporated by reference
the general conditions of the principal contract entered into
by Mahan and Defendant. (Def.'s Ans. Ex. B, at 2, DN 7-2
[hereinafter Subcontract]). One of the conditions was a forum
selection clause that provides:
Any suit, which may be brought to enforce any provision of
this Contract or any remedy with respect hereto, shall be
brought in the Common Pleas Court, Franklin County, Ohio or
U.S. District Court-Southern District of Ohio, and each party
hereby expressly consents to the jurisdiction of such court.
(Subcontract 18). The Subcontract was subsequently assigned
to Defendant. (Def.'s Ans. Ex. C, at 1-4, DN 7-3).
filed this action on September 21, 2016, in Livingston
Circuit Court in the Commonwealth of Kentucky. The Complaint
asserts claims against Defendant for declaratory judgment,
breach of contract, and quantum meruit/unjust enrichment.
(Compl. 11-22). The Complaint also asserts a claim to enforce
a mechanics' lien pursuant to KRS 376.010, and a claim to
enforce a public improvement mechanics' lien under KRS
376.210(1). (Compl. 13-21). Defendant timely removed the
action to this Court on October 13, 2016. (Notice Removal, DN
seeks to transfer the case in its entirety to the U.S.
District Court for the Southern District of Ohio pursuant to
28 U.S.C. § 1404(a). (Def.'s Mot. Transfer, DN 10
[hereinafter Def.'s Mot.]). Defendant contends that venue
is improper in this Court because of a forum selection clause
in the Subcontract. (Def.'s Mot. 5-10). In the
alternative, Defendant seeks to transfer the substantive
contract claims set forth in Counts I, IV, and V, and sever
and stay the lien claims asserted in Counts II and III in
this Court. (Def.'s Reply, DN 29).
STANDARD OF REVIEW
motion to transfer pursuant to a contractual forum-selection
clause is properly viewed as a motion to transfer venue under
28 U.S.C. § 1404(a). Atl. Marine Constr. Co. v. U.S.
Dist. Ct. for the W. Dist. of Tex., 134 S.Ct. 568, 575
(2013). Section 1404(a) provides that “[f]or 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 . . . .” 28 U.S.C. § 1404(a). The district
court must first determine if the forum-selection clause is
valid and enforceable by considering: “(1) whether the
clause was obtained by fraud, duress, or other unconscionable
means; (2) whether the designated forum would ineffectively
or unfairly handle the suit; and (3) whether the designated
forum would be so seriously inconvenient such that requiring
the plaintiff to bring suit there would be unjust.”
Wong v. PartyGaming Ltd., 589 F.3d 821, 828 (6th
Cir. 2009) (citing Sec. Watch, Inc. v. Sentinel Sys.,
Inc., 176 F.3d 369, 375 (6th Cir. 1999)). “The
party opposing the forum selection clause bears the burden of
showing that the clause should not be enforced.”
Id. (citing Shell v. R.W. Sturge, Ltd., 55
F.3d 1227, 1229 (6th Cir. 1995)). If the clause is found to
be enforceable, it is the duty of the court to transfer the
case unless “extraordinary circumstances unrelated to
the convenience of the parties clearly disfavor a
transfer.” Atl. Marine Constr. Co. Inc., 134
S.Ct. at 575.
Transfer of Contract Claims to the Southern District of
Ohio First to be considered is whether the
substantive contract claims should be transferred to the
Southern District of Ohio. Plaintiffs argue that the forum
selection clause should not be enforced because Kentucky has
a strong public policy in having courts in Kentucky decide
lawsuits that enforce the Kentucky Fairness in Construction
Act (“KFCA”), KRS 371.400-.425. (Pl.'s Resp.
Def.'s Mot. Transfer 2, DN 25 [hereinafter Pl.'s
Enforceability of the ...