The opinion
UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF NEW JERSEY -
SALAH HOBBI,
Civ. No. 2:25-cv-02263 (WJM)
Plaintiff,
v.
OPINION AND ORDER
2U, INC.,
Defendant.
WILLIAM J. MARTINE U.S.D.J.:
This matter comes before the Court upon Defendant 2U, LLC’s Motion to Transfer
Venue to the United States District Court for the District of Delaware, or in the Alternative,
to Dismiss the Complaint for Failure to State a Claim.! ECF No. 5. Plaintiff Salah Hobbi
opposed, and 2U replied, ECF Nos. 7 & 8. For the reasons set forth below, 2U’s motion to
transfer venue to the District of Delaware is GRANTED.
L BACKGROUND
Defendant 2U, LLC (“2U”)—a Delaware corporation with its principal place of
business in Lanham, Maryland—is an education technology company that offers online
degree programs in fields such as data analytics. Compl. {ff 1-2, 13, ECF No. 1. Plaintiff,
a New Jersey resident, was employed by 2U from June 2019 to August 2024 as a lead
instructor. fd. at □□ 3, 11-12. He was initially assigned to a hybrid role based in New York,
though eventually worked remotely from New Jersey. fd. at § 20. As a condition of
Plaintiff's employment, the parties executed an Employee Intellectual Property, Non-
Competition, and Non-Solicitation Agreement (“Agreement”). fd. at § 18(b). The
Agreement contains several restrictive provisions, including: (1) IP assignment clauses
requiring Plaintiff to assign to 2U ownership of works created during his employment; (2)
a six-month post-employment non-compete restriction prohibiting work involving a
competitor; and (3) a twelve-month non-solicitation clause preventing contact with 2U
customers. /d. at | 19, citing Agreement § 6. The Agreement also contains a Delaware
choice-of-law provision and a forum selection clause requiring that “[a]ny action, suit, or
proceeding brought by Employee arising out of, connected with, or related to the subject
matter of this Agreement shal! be brought exclusively in a state or federal court of Delaware
with subject matter jurisdiction.” Agreement § 11(b), Ex. B to Compl.
Inc. converted to a limited liability company and is now 2U, LLC. Def. Mot. 1 n.1, ECF No. 5,
On August 15, 2024, Plaintiff was abruptly terminated from his position at 2U.
Compl 27. On April 3, 2025, he filed this lawsuit, seeking to invalidate provisions of the
Agreement and recover monetary damages. Jd. at 9] 33-73. The Complaint asserts five
causes of action: (1) declaratory judgment that the Agreement provisions are
unenforceable; (2) declaratory judgment that the restrictive covenants violate the Sherman
Antitrust Act; (3) rescission of the allegedly unlawful provisions; (4) declaratory judgment
that the forum clause is unenforceable; and (5) monetary relief in the form of lost wages
and attorney’s fees. /d. Plaintiff alleges venue is proper because he resides in this District,
the alleged harm occurred here, and key events underlying the claims took place here, Jd.
at 15. On June 16, 2025, 2U moved to transfer the case to the District of Delaware under
28 ULS.C. § 1404(a), citing the forum clause in the Agreement. ECF No. 5, In the
alternative, 2U seeks dismissal under Fed. R. Civ. P. 12(b)(6). Id.
Il. LEGAL STANDARD
Section 1404(a) provides for the transfer of a case where both the original and the
requested venue are proper. Jumara v. State Farm Ins. Co., 55 F.3d 873, 878 Gd Cir, 1995).
A court may transfer a civil action to any other district where the case might have been
brought “[flor the convenience of parties and witnesses, in the interest of justice.” 28
U.S.C. § 1404(a). A valid forum clause “may be enforced through a motion to transfer
under [Section] 1404(a).” Atlantic Marine Const. Co. v. U.S. Dist. Court for the WD. Tex.,
571 U.S, 49, 59 (2013). Where such a clause exists, the traditional Section 1404(a) analysis
is modified in three ways. In re MeGraw-Hill Glob, Educ. Holdings LLC, 909 F.3d 48, 57
(3d Cir, 2018) (citing Atlantic Marine, 571 U.S. at 64). “First, no weight is given to the
plaintiff's choice of forum.” Jd. (citation omitted), Second, the court only considers public
interest factors, rather than the parties’ purported private interests. /d. (citation omitted).
Third, when a case is transferred due to a forum selection clause, “a [Section]
1404(a) transfer of venue will not carry with it the original venue’s choice-of-law
rules.” fd. (citation omitted). Since the public interest factors will “rarely defeat a transfer
motion, the practical result is that forum-selection clauses should control except in unusual
cases.” Atlantic Marine, 571 U.S. at 51.
il. DISCUSSION
A. Forum Selection Clause
Forum selection clauses are presumptively valid and enforceable. Atlantic Marine,
571 U.S. at 62. Such clauses are “prima facie valid and should be enforced unless
enforcement is shown by the resisting party to be ‘unreasonable’ under the circumstances.”
M/S Bremen v. Zapata Off-Shore Co., 407 U.S. 1, 10 (1972), Forum selection clauses are
unreasonable where “(1) the clause itself is invalid for such reasons as fraud or
overreaching; (2) enforcement would contravene a strong public policy of the forum in
which suit is brought, or 3) trial in the contractual forum would be so gravely difficult and
inconvenient that the resisting party would for all practical purposes be deprived of its day
in court.” Knopick v. UBS AG, 137 I. Supp. 3d 728, 732 (M.D. Pa. 2015) (citation
modified),
2U argues that the Agreement’s forum clause is valid and mandatory under Atlantic
Marine and that Plaintiff cannot rebut the presumption of enforceability. Def. Mot. 9, ECF
No. 5. While Plaintiff concedes the clause requires litigation in Delaware, he contends it is
unenforceable because it is unreasonable, the result of overreaching, and would effectively
deny him his day in court. Compl. § 16. He alleges that the clause was imposed as a non-
negotiable term during a brief digital onboarding process. Pl. Opp. 2. Plaintiff characterizes
the Agreement as a contract of adhesion imposed by a party with superior bargaining
power. /d. He further argues the clause is unreasonable because Delaware has no substantial
connection to the dispute: 2U is headquartered in Maryland, Plaintiff worked remotely
from New Jersey, and he never worked in Delaware. /d. at 4-5. Finally, Plaintiff asserts
that enforcing the clause would impose an undue burden, as he is financially unable to
litigate in Delaware. Compl. 4 71; Pl. Opp. 5.
While Plaintiff characterizes the Agreement as adhesive, see Compl. J 71, no
evidence before the Court establishes fraud, duress, unconscionability, or any conduct
beyond the standard employment context. The mere fact that an employment agreement
contains non-negotiable terms does not render a forum clause unenforceable, and courts
routinely uphold such clauses “even in situations involving adhesion contracts, unequal
bargaining power, and the absence of negotiations over the clause.” Heartland Payment
Sys., Inc, v. Steves, 2015 WL 7737344, at *3 (D.N.J. Dec, 1, 2015), Additionally, Plaintiff's
argument that Delaware bears no substantial relationship to the dispute ignores that 2U is
incorporated in Delaware, which provides a sufficient nexus for the forum clause under
established precedent. See M/S Bremen, 407 U.S. at 10-12. The clause explicitly applies to
disputes “arising out of, connected with, or related to the subject matter of this Agreement,”
and Plaintiff's claims directly challenge provisions of that very contract. See Agreement §
11(b); Ex. B to Compl. Finally, while Plaintiff claims financial hardship, he has not
demonstrated that litigating in Delaware would, for all practical purposes, deprive him of
his day in court. Given the presumption of validity and lack of evidence to the contrary, the
Court concludes that the forum clause is enforceable.
B. Transfer under Section 1404(a)
The Court next addresses whether transfer to the District of Delaware is
appropriate.’ In making this determination, the Court evaluates various public interest
factors: the enforceability of the judgment; practical considerations that could make trial
easier, quicker, or less costly; the relative administrative burden due to court congestion in
each forum; the local interest in resolving local disputes at home; the public policies of the
respective fora; and the trial judge’s familiarity with the applicable state law in diversity
cases, Cent. Jersey Constr. Equip. Sales, LLC v. LBX Co, LLC, 2021 WL 3130855, at *2
(D.N.J. July 21, 2021) (citing Jumara, 55 F.3d at 879-80). Because the forum clause is
valid and enforceable, no weight is given to Plaintiff’s choice to file in this District. See Jn
re McGraw-Hill, 909 F.3d at 57 (citing Atlantic Marine, 571 U.S, at 64).
* Both the transferor and transferee forums are proper under § 1404{a).
Here, the public interest factors weigh in favor of transfer. First, regarding
enforceability of judgment, Delaware’s corporate law jurisprudence and established
procedures for enforcing judgments against Delaware corporations slightly favors transfer,
though a judgment rendered in either this District or in Delaware could easily be registered
in another district. See SJ Power LLC y, Pathway Holdings Memt. V LLC, 2016 WL
7130920, at *9 (D.N.J. Dec. 7, 2016), The second factor also weighs slightly in favor of
transfer because this case is at an early stage and primarily involves interpretation of
contractual provisions rather than extensive fact-finding. Thus, practical considerations do
not warrant its retention in this District. See Saul v. Seeking Alpha Inc., 2023 WL 8091852,
at *4 (D.N.J. Nov. 21, 2023). The third factor weighs in favor of transfer because this
District has faced significant court congestion for years. See id. (citation and quotation
marks omitted).? Fourth, Delaware has a legitimate interest in resolving disputes involving
its corporate citizens, especially those concerning employment agreements executed by
Delaware corporations. Fifth, Delaware’s body of contract law and employment
jurisprudence makes it well-suited to resolve these disputes. Finally, regarding familiarity
with applicable law, while some of Plaintiff’s claims could invoke New Jersey law, the core
contractual issues can be adequately addressed by the Delaware court, which regularly
applies the laws of other states. The Delaware choice-of-law provision in the Agreement
further supports Delaware’s competence to adjudicate these matters.
Accordingly, transfer of Plaintiff’s claims against 2U under § 1404(a) is appropriate.
IV, CONCLUSION AND ORDER
For the reasons stated, and for good cause shown,
IT IS on this day of August 2025 ORDERED as follows:
1. 2U’s motion to transfer pursuant to 28 U.S.C. § 1404(a) (ECF No. 5) is
GRANTED;
2. 2U’s alternate request to dismiss this matter pursuant to Fed, R. Civ. P.
12(b)(6) is DENIED without prejudice; and
3. The Clerk of the Court shail transfer this action to the United States
District Court for the District of Delaware and close the case insofar as it
exists in this District.’
~
WILLIAWVJ. RTINI, U.S.D.J.
7 As of December 31, 2024, there were 82,074 pending cases in New Jersey and 2,118 pending in
Delaware. See U.S. Courts, Civil Statistical Tabies For The Federal Judiciary (Dec. 31, 2024),
hitps://www.uscourts.gov/data-news/data-tables/2024/12/3 | /statistical-tables-federal-judiciary/c-1.
4 The Court declines to address 2U’s request for dismissal, which may be reasserted to the transferee court.