The opinion
UNITED STATES DISTRICT COURT
MIDDLE DISTRICT OF FLORIDA
FT. MYERS DIVISION
West Star Yacht, LLC, Case No. 2:20cv574-FtM-JLB-MRM
Plaintiff,
v. MEMORANDUM AND ORDER
Seattle Lakes Cruises, LLC,
Defendant.
___________________________________________________________
This matter is before the Court on Defendant Seattle Lakes Cruises’ Motion to
Transfer. 1 (Docket No. 16.) For the following reasons, the Motion is granted.
BACKGROUND
Plaintiff West Star alleges that Defendant Seattle Lakes Cruises breached its charter
agreement regarding a yacht that was used for sightseeing cruises and private events on
Lake Union in Seattle, Washington. (Def.’s Supp. Mem. (Docket No. 16) at 2; Compl.
(Docket No. 1) ¶ 6.)
On May 18, 2015, Defendant entered into a five-year bareboat charter agreement
(“agreement”) to lease the M.V. Harbor Lady (“vessel”) from the Bikini Yacht Club
(“BYC”). (Compl. ¶ 5.) Defendant took possession of the boat in Florida and shipped it to
Washington. (Pl.’s Opp’n Mem. (Docket No. 19) at 2.) Three years later, on May 18, 2018,
BYC sold the vessel to Plaintiff, who renamed it “The West Star.” (Compl. ¶ 13.)
1 At the hearing, Defendant dropped its alternative request to dismiss the case.
Plaintiff assumed BYC’s rights and interests under BYC’s agreement with
Defendant. (Id. ¶ 14.) The agreement contains a forum-selection clause, which states that
“the parties agree that any legal proceeding may be held in state or federal courts in Collier
County, Florida and expressly consent to the personal jurisdiction of such courts.”
(Agreement (Docket No. 16-1) ¶ 22.) The agreement further provides that maritime and
Washington laws apply. (Id. ¶ 20.) At the end of the lease, Defendant was to return the
vessel to Plaintiff, less ordinary wear and tear. (Compl. ¶ 11.)
On January 29, 2020, before Defendant returned the vessel, the Coast Guard
performed a dry-dock inspection of it in Washington, and determined that it was not
seaworthy. (Id. ¶ 15.) Plaintiff subsequently spent approximately $480,000 in repairs to
the vessel, and has been unable to rent the vessel since February 2020, resulting in a loss of
$6,500 income per month. (Id. ¶ 17-18.)
Plaintiff filed a four-count Complaint alleging breach of contract and negligence
under maritime and Washington law. Plaintiff seeks $519,000 in damages, as well as
attorney’s fees and costs.
Defendant, a Washington company with its principal place of business there, moves
to change the venue of this matter to the United States District Court for the Western District
of Washington under 28 U.S.C. § 1404. (Id. ¶ 1.) Plaintiff, a Florida company with its
principal place of business in Illinois, opposes the Motion, claiming that the parties
consented to venue in Collier County, Florida, through the valid forum-selection clause, and
that transfer under § 1404(a) is not warranted. (Id. ¶ 2.)
DISCUSSION
“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.” 28 U.S.C. § 1404(a). “Section 1404(a) reflects an increased desire to have federal
civil suits tried in the federal system at the place called for in the particular case by
considerations of convenience and justice.” Van Dusen v. Barrack, 376 U.S. 612, 616
(1964). The Court has broad discretion regarding transfer under § 1404(a). Brown v.
Connecticut Gen. Life Ins. Co., 934 F.2d 1193, 1197 (11th Cir. 1991). In cases such as this
with a forum-selection clause, the Court is not required to defer to the plaintiff’s forum
choice. But because this case involves a permissive forum-selection clause, not a mandatory
clause, “the venue mandated by a choice of forum clause,” In re Ricoh Corp., 870 F.2d 570,
573 (11th Cir. 1989), need not be a “significant factor that figures centrally” in the transfer
analysis. Stewart Org., Inc. v. Ricoh Corp., 487 U.S. 22, 29 (1988). The Court considers a
permissive forum-selection clause as “only [] one of several factors weighing in favor or
against transfer.” Cableview Commc’ns of Jacksonville, Inc. v. Time Warner Cable Se.
LLC, No. 3:13cv306, 2014 WL 1268584, at *23 (M.D. Fla. Mar. 27, 2014).
Courts employ a two-step process to determine whether transfer is appropriate.
Osgood v. Discount Auto Parts, LLC, 981 F. Supp. 2d 1259, 1263 (S.D. Fla. 2013). The
Court determines whether the action could have been filed in the venue to which transfer is
sought, and then analyzes “whether convenience and the interest of justice require transfer
to the requested forum.” Id. (quotation omitted). Several factors are relevant to this
determination:
(1) the convenience of the witnesses; (2) the location of relevant documents
and the relative ease of access to sources of proof; (3) the convenience of the
parties; (4) the locus of operative facts; (5) the availability of process to
compel the attendance of unwilling witnesses; (6) the relative means of the
parties; (7) a forum’s familiarity with the governing law; (8) the weight
accorded a plaintiff’s choice of forum; and (9) trial efficiency and the
interests of justice, based on the totality of the circumstances.
Manuel v. Convergys Corp., 430 F.3d 1132, 1135 n.1 (11th Cir. 2005). Here, the lawsuit
could have been filed in the Western District of Washington, so the Court analyzes whether
convenience and interests of justice merit transfer. The Court will discuss the relevant and
non-neutral factors in turn.
1. Convenience of the Witnesses
The parties disagree whether the witnesses’ convenience weighs in favor of transfer.
Defendant contends that relevant witnesses are in Washington: its employees, the
employees of Platypus Marine who have performed repairs, insurance surveyors and
investigators, Coast Guard personnel who inspected the vessel, Defendant’s “project
manager,” and all witnesses to the vessel’s redelivery. (Def.’s Supp. Mem. at 6.) Plaintiff
asserts that witnesses who could testify the to the vessel’s pre-charter status are in Florida:
its employees, the vessel’s former owners and their employees, people who performed
repairs and inspections before the charter agreement took place, and possibly the captain
who sailed the boat to the port where Defendant took possession of the boat. (Pl.’s Opp’n
Mem. at 3-4.) The convenience of employee witnesses “is entitled to less weight because
[the parties] will be able to compel their testimony at trial.” Nat’l Tr. Ins. Co. v.
Pennsylvania Nat’l Mut. Cas. Ins. Co., 223 F. Supp. 3d 1236, 1243 (M.D. Fla. 2016)
(quotation and citation omitted). Because more non-party witnesses are located in
Washington, this factor weighs in favor of transfer.
2. Locus of Operative Facts
Defendant operated the vessel in Washington at all relevant times, and the alleged
damage occurred there. (Def.’s Supp. Mem. at 6.) Moreover, Defendant redelivered the
vessel to Plaintiff in Washington, and the vessel remains there to undergo repairs. (Id.)
Although Defendant took possession of the boat in Florida, the vessel was shipped to
Washington before Defendant operated it. The locus-of-operative-facts factor militates
toward transfer.
3. Plaintiff’s Choice of Forum
Defendant does not dispute that it consented to suit and personal jurisdiction in
Collier County through the permissive forum-selection clause, but claims that the clause is
one of the only connections between this lawsuit and Florida. Plaintiff contends that
Defendant does not meet its burden to show that Washington is so much more convenient
than the Middle District to outweigh the deference given to its selected forum.
A permissive forum-selection clause is only one fact that the Court considers when
evaluating transfer under a § 1404(a). See Cableview Commc’ns of Jacksonville, Inc., 2014
WL 1268584, at *23. A plaintiff’s choice of forum is accorded less weight when “there is
no material connection between the forum and the events underlying the cause of action.”
Summers-Wood L.P. v. Wolf, No. 3:08cv60, 2008 WL 2229529, at *3 (N.D. Fla. May 23,
2008) (quotation omitted). Indeed, the Middle District’s connection to the events of this
lawsuit is tangential, and the underlying events took place in Washington. This factor is
neutral at best.
4. Trial Efficiency and the Interests of Justice
The citizens of the Middle District of Florida do not have a meaningful interest in
this lawsuit. Plaintiff asserts that it “has a strong interest in vindicating its rights under a
contract that selected the state or federal court of Collier County as the appropriate forum
to hear any disputes.” (Pl.’s Opp’n Mem. at 11-12.) In truth, the agreement’s permissive
forum-selection clause designated the state and federal courts in Collier County, Florida, as
merely appropriate forums, not mandatory forums. Plaintiff’s repeated exhortations that the
permissive forum-selection clause is dispositive are not well taken.
Based on the totality of the circumstances, transferring this case to the Western
District of Washington is appropriate.
CONCLUSION
Accordingly, IT IS HEREBY ORDERED that:
1. Defendant’s Motion to Transfer (Docket No. 16) is GRANTED; and
2. The Clerk shall TRANSFER the case to the United State District Court for the
Western District of Washington.
Dated: Monday, February 22, 2021
s/ Paul A. Magnuson
Paul A. Magnuson
United States District Court Judge