Atlantic Marine Constr. Co. v. United States Dist. Court for Western Dist. of Tex.

(Slip Opinion) OCTOBER TERM, 2013 1

Syllabus

NOTE: Where it is feasible, a syllabus (headnote) will be released, as is

being done in connection with this case, at the time the opinion is issued.

The syllabus constitutes no part of the opinion of the Court but has been

prepared by the Reporter of Decisions for the convenience of the reader.

See United States v. Detroit Timber & Lumber Co., 200 U. S. 321, 337.

SUPREME COURT OF THE UNITED STATES

Syllabus

ATLANTIC MARINE CONSTRUCTION CO., INC. v.

UNITED STATES DISTRICT COURT FOR THE

WESTERN DISTRICT OF TEXAS ET AL.

CERTIORARI TO THE UNITED STATES COURT OF APPEALS FOR

THE FIFTH CIRCUIT

No. 12–929. Argued October 9, 2013—Decided December 3, 2013

Petitioner Atlantic Marine Construction Co., a Virginia corporation,

entered into a subcontract with respondent J-Crew Management,

Inc., a Texas corporation, for work on a construction project. The

subcontract included a forum-selection clause, which stated that all

disputes between the parties would be litigated in Virginia. When a

dispute arose, however, J-Crew filed suit in the Western District of

Texas. Atlantic Marine moved to dismiss, arguing that the forum-

selection clause rendered venue “wrong” under 28 U. S. C. §1406(a)

and “improper” under Federal Rule of Civil Procedure 12(b)(3). In

the alternative, Atlantic Marine moved to transfer the case to the

Eastern District of Virginia under 28 U. S. C. §1404(a). The District

Court denied both motions. It concluded that §1404(a) is the exclu-

sive mechanism for enforcing a forum-selection clause that points to

another federal forum; that Atlantic Marine bore the burden of estab-

lishing that a transfer would be appropriate under §1404(a); and that

the court would consider both public- and private-interest factors,

only one of which was the forum-selection clause. After weighing those

factors, the court held that Atlantic Marine had not carried its burden.

The Fifth Circuit denied Atlantic Marine’s petition for a writ of

mandamus directing the District Court to dismiss the case under

§1406(a) or to transfer it to the Eastern District of Virginia under

§1404(a). The court agreed with the District Court that §1404(a) is

the exclusive mechanism for enforcing a forum-selection clause that

points to another federal forum; that dismissal under Rule 12(b)(3)

would be the correct mechanism for enforcing a forum-selection

clause that pointed to a nonfederal forum; and that the District Court

2 ATLANTIC MARINE CONSTR. CO. v. UNITED STATES DIST.

COURT FOR WESTERN DIST. OF TEX.

Syllabus

had not abused its discretion in refusing to transfer the case after

conducting the balance-of-interests analysis required by §1404(a).

Held:

1. A forum-selection clause may be enforced by a motion to transfer

under §1404(a), which 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 or to any district or division to which all parties have

consented.” Pp. 4–11.

(a) Section 1406(a) and Rule 12(b)(3) allow dismissal only when

venue is “wrong” or “improper.” Whether venue is “wrong” or “im-

proper” depends exclusively on whether the court in which the case

was brought satisfies the requirements of federal venue laws. Title

28 U. S. C. §1391, which governs venue generally, states that

“[e]xcept as otherwise provided by law . . . this section shall govern

the venue of all civil actions brought in” federal district courts.

§1391(a)(1). It then defines districts in which venue is proper. See

§1391(b). If a case falls within one of §1391(b)’s districts, venue is

proper; if it does not, venue is improper, and the case must be dis-

missed or transferred under §1406(a). Whether the parties’ contract

contains a forum-selection clause has no bearing on whether a case

falls into one of the specified districts.

This conclusion is confirmed by the structure of the federal venue

provisions, which reflects Congress’ intent that venue should always

lie in some federal court whenever federal courts have personal ju-

risdiction over the defendant. See §1391(b)(3). The conclusion also

follows from this Court’s decisions construing the federal venue

statutes. See Van Dusen v. Barrack, 376 U. S. 612; Stewart

Organization, Inc. v. Ricoh Corp., 487 U. S. 22. Pp. 4–8.

(b) Although a forum-selection clause does not render venue in a

court “wrong” or “improper” under §1406(a) or Rule 12(b)(3), the

clause may be enforced through a motion to transfer under §1404(a),

which permits transfer to any other district where venue is proper or

to any district to which the parties have agreed by contract or stipu-

lation. Section 1404(a), however, governs transfer only within the

federal court system. When a forum-selection clause points to a state

or foreign forum, the clause may be enforced through the doctrine of

forum non conveniens. Section 1404(a) is a codification of that doc-

trine for the subset of cases in which the transferee forum is another

federal court. Sinochem Int’l Co. v. Malaysia Int’l Shipping Corp.,

549 U. S. 422. For all other cases, parties may still invoke the resid-

ual forum non conveniens doctrine. See id., at 430. Pp. 8–10.

(c) The Court declines to consider whether a defendant in a

breach-of-contract action could obtain dismissal under Rule 12(b)(6) if

Cite as: 571 U. S. ____ (2013) 3

Syllabus

the plaintiff files suit in a district other than the one specified in a

forum-selection clause. Petitioner did not file a motion to dismiss un-

der Rule 12(b)(6), and the parties did not brief the Rule’s application.

Pp. 10–11.

2. When a defendant files a §1404(a) motion, a district court should

transfer the case unless extraordinary circumstances unrelated to the

convenience of the parties clearly disfavor a transfer. No such excep-

tional factors appear to be present in this case. Pp. 11–17.

(a) Normally, a district court considering a §1404(a) motion must

evaluate both the private interests of the parties and public-interest

considerations. But when the parties’ contract contains a valid

forum-selection clause, that clause “represents [their] agreement as to

the most proper forum,” Stewart, 487 U. S., at 31, and should be “given

controlling weight in all but the most exceptional cases,” id., at 33

(KENNEDY, J., concurring). The presence of a valid forum-selection

clause requires district courts to adjust their usual §1404(a) analysis

in three ways. First, the plaintiff’s choice of forum merits no weight,

and the plaintiff, as the party defying the forum-selection clause, has

the burden of establishing that transfer to the forum for which the

parties bargained is unwarranted. Second, the court should not con-

sider the parties’ private interests aside from those embodied in the

forum-selection clause; it may consider only public interests. Because

public-interest factors will rarely defeat a transfer motion, the practi-

cal result is that forum-selection clauses should control except in un-

usual cases. Third, when a party bound by a forum-selection clause

flouts its contractual obligation and files suit in a different forum, a

§1404(a) transfer of venue will not carry with it the original venue’s

choice-of-law rules. See Van Dusen, supra, at 639. Pp. 12–16.

(b) Here, the District Court’s application of §1404(a) did not com-

port with these principles. The court improperly placed the burden

on Atlantic Marine to prove that transfer to the parties’ contractually

preselected forum was appropriate instead of requiring J-Crew, the

party acting in violation of the forum-selection clause, to show that

public-interest factors overwhelmingly disfavored a transfer. It also

erred in giving weight to the parties’ private interests outside those

expressed in the forum-selection clause. And its holding that public

interests favored keeping the case in Texas because Texas contract

law is more familiar to federal judges in Texas than to those in Vir-

ginia rested in part on the District Court’s mistaken belief that

the Virginia federal court would have been required to apply Texas’

choice-of-law rules instead of Virginia’s. Pp. 16–17.

701 F. 3d 736, reversed and remanded.

ALITO, J., delivered the opinion for a unanimous Court.

Cite as: 571 U. S. ____ (2013) 1

Opinion of the Court

NOTICE: This opinion is subject to formal revision before publication in the

preliminary print of the United States Reports. Readers are requested to

notify the Reporter of Decisions, Supreme Court of the United States, Wash-

ington, D. C. 20543, of any typographical or other formal errors, in order

that corrections may be made before the preliminary print goes to press.

SUPREME COURT OF THE UNITED STATES

_________________

No. 12–929

_________________

ATLANTIC MARINE CONSTRUCTION COMPANY, INC.,

PETITIONER v. UNITED STATES DISTRICT COURT

FOR THE WESTERN DISTRICT OF TEXAS ET AL.

ON WRIT OF CERTIORARI TO THE UNITED STATES COURT OF

APPEALS FOR THE FIFTH CIRCUIT

[December 3, 2013]

JUSTICE ALITO delivered the opinion of the Court.

The question in this case concerns the procedure that

is available for a defendant in a civil case who seeks to

enforce a forum-selection clause. We reject petitioner’s

argument that such a clause may be enforced by a motion

to dismiss under 28 U. S. C. §1406(a) or Rule 12(b)(3) of

the Federal Rules of Civil Procedure. Instead, a forum-

selection clause may be enforced by a motion to transfer

under §1404(a) (2006 ed., Supp. V), which 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 or to any district or division to which all

parties have consented.” When a defendant files such a

motion, we conclude, a district court should transfer the

case unless extraordinary circumstances unrelated to the

convenience of the parties clearly disfavor a transfer. In

the present case, both the District Court and the Court of

Appeals misunderstood the standards to be applied in

adjudicating a §1404(a) motion in a case involving a forum-

2 ATLANTIC MARINE CONSTR. CO. v. UNITED STATES DIST.

COURT FOR WESTERN DIST. OF TEX.

Opinion of the Court

selection clause, and we therefore reverse the decision

below.

I

Petitioner Atlantic Marine Construction Co., a Virginia

corporation with its principal place of business in Virginia,

entered into a contract with the United States Army Corps

of Engineers to construct a child-development center at

Fort Hood in the Western District of Texas. Atlantic

Marine then entered into a subcontract with respondent

J-Crew Management, Inc., a Texas corporation, for work on

the project. This subcontract included a forum-selection

clause, which stated that all disputes between the parties

“ ‘shall be litigated in the Circuit Court for the City of

Norfolk, Virginia, or the United States District Court for

the Eastern District of Virginia, Norfolk Division.’ ” In re

Atlantic Marine Constr. Co., 701 F. 3d 736, 737–738 (CA5

2012).

When a dispute about payment under the subcontract

arose, however, J-Crew sued Atlantic Marine in the West-

ern District of Texas, invoking that court’s diversity ju-

risdiction. Atlantic Marine moved to dismiss the suit,

arguing that the forum-selection clause rendered venue in

the Western District of Texas “wrong” under §1406(a) and

“improper” under Federal Rule of Civil Procedure 12(b)(3).

In the alternative, Atlantic Marine moved to transfer the

case to the Eastern District of Virginia under §1404(a).

J-Crew opposed these motions.

The District Court denied both motions. It first con-

cluded that §1404(a) is the exclusive mechanism for en-

forcing a forum-selection clause that points to another

federal forum. The District Court then held that Atlantic

Marine bore the burden of establishing that a transfer

would be appropriate under §1404(a) and that the court

would “consider a nonexhaustive and nonexclusive list of

public and private interest factors,” of which the “forum-

Cite as: 571 U. S. ____ (2013) 3

Opinion of the Court

selection clause [was] only one such factor.” United States

ex rel. J-Crew Management, Inc. v. Atlantic Marine Constr.

Co., 2012 WL 8499879, *5 (WD Tex., Apr. 6, 2012). Giving

particular weight to its findings that “compulsory process

will not be available for the majority of J-Crew’s witnesses”

and that there would be “significant expense for those

willing witnesses,” the District Court held that Atlantic

Marine had failed to carry its burden of showing that

transfer “would be in the interest of justice or increase the

convenience to the parties and their witnesses.” Id., at

*7–*8; see also 701 F. 3d, at 743.

Atlantic Marine petitioned the Court of Appeals for a

writ of mandamus directing the District Court to dismiss

the case under §1406(a) or to transfer the case to the East-

ern District of Virginia under §1404(a). The Court of

Appeals denied Atlantic Marine’s petition because Atlantic

Marine had not established a “ ‘clear and indisputable’ ”

right to relief. Id., at 738; see Cheney v. United States

Dist. Court for D. C., 542 U. S. 367, 381 (2004) (mandamus

“petitioner must satisfy the burden of showing that [his]

right to issuance of the writ is clear and indisputable”

(internal quotation marks omitted; brackets in original)).

Relying on Stewart Organization, Inc. v. Ricoh Corp., 487

U. S. 22 (1988), the Court of Appeals agreed with the

District Court that §1404(a) is the exclusive mechanism

for enforcing a forum-selection clause that points to an-

other federal forum when venue is otherwise proper in the

district where the case was brought. See 701 F. 3d, at

739–741.1 The court stated, however, that if a forum-

selection clause points to a nonfederal forum, dismissal

under Rule 12(b)(3) would be the correct mechanism to

——————

1 Venue was otherwise proper in the Western District of Texas be-

cause the subcontract at issue in the suit was entered into and was to

be performed in that district. See United States ex rel. J-Crew Man-

agement, Inc. v. Atlantic Marine Constr. Co., 2012 WL 8499879, *5 (WD

Tex., Apr. 6, 2012) (citing 28 U. S. C. §1391(b)(2)).

4 ATLANTIC MARINE CONSTR. CO. v. UNITED STATES DIST.

COURT FOR WESTERN DIST. OF TEX.

Opinion of the Court

enforce the clause because §1404(a) by its terms does not

permit transfer to any tribunal other than another federal

court. Id., at 740. The Court of Appeals then concluded

that the District Court had not clearly abused its discre-

tion in refusing to transfer the case after conducting the

balance-of-interests analysis required by §1404(a). Id., at

741–743; see Cheney, supra, at 380 (permitting mandamus

relief to correct “a clear abuse of discretion” (internal

quotation marks omitted)). That was so even though there

was no dispute that the forum-selection clause was valid.

See 701 F. 3d, at 742; id., at 744 (concurring opinion). We

granted certiorari. 569 U. S. ___ (2013).

II

Atlantic Marine contends that a party may enforce a

forum-selection clause by seeking dismissal of the suit

under §1406(a) and Rule 12(b)(3). We disagree. Section

1406(a) and Rule 12(b)(3) allow dismissal only when venue

is “wrong” or “improper.” Whether venue is “wrong” or

“improper” depends exclusively on whether the court in

which the case was brought satisfies the requirements of

federal venue laws, and those provisions say nothing

about a forum-selection clause.

A

Section 1406(a) provides that “[t]he district court of a

district in which is filed a case laying venue in the wrong

division or district shall dismiss, or if it be in the interest

of justice, transfer such case to any district or division in

which it could have been brought.” Rule 12(b)(3) states

that a party may move to dismiss a case for “improper

venue.” These provisions therefore authorize dismissal

only when venue is “wrong” or “improper” in the forum in

which it was brought.

This question—whether venue is “wrong” or “improper”—is

Cite as: 571 U. S. ____ (2013) 5

Opinion of the Court

generally governed by 28 U. S. C. §1391 (2006 ed., Supp. V).2

That provision states that “[e]xcept as otherwise provided

by law . . . this section shall govern the venue of all civil

actions brought in district courts of the United States.”

§1391(a)(1) (emphasis added). It further provides that “[a]

civil action may be brought in—(1) a judicial district in

which any defendant resides, if all defendants are resi-

dents of the State in which the district is located; (2) a

judicial district in which a substantial part of the events

or omissions giving rise to the claim occurred, or a sub-

stantial part of property that is the subject of the action is

situated; or (3) if there is no district in which an action

may otherwise be brought as provided in this section, any

judicial district in which any defendant is subject to the

court’s personal jurisdiction with respect to such action.”

§1391(b).3 When venue is challenged, the court must

determine whether the case falls within one of the three

categories set out in §1391(b). If it does, venue is proper;

if it does not, venue is improper, and the case must be

dismissed or transferred under §1406(a). Whether the

parties entered into a contract containing a forum-

selection clause has no bearing on whether a case falls into

one of the categories of cases listed in §1391(b). As a

result, a case filed in a district that falls within §1391 may

not be dismissed under §1406(a) or Rule 12(b)(3).

Petitioner’s contrary view improperly conflates the

special statutory term “venue” and the word “forum.” It

is certainly true that, in some contexts, the word “venue”

is used synonymously with the term “forum,” but §1391

makes clear that venue in “all civil actions” must be de-

termined in accordance with the criteria outlined in that

——————

2 Section 1391 governs “venue generally,” that is, in cases where a

more specific venue provision does not apply. Cf., e.g., §1400 (identify-

ing proper venue for copyright and patent suits).

3 Other provisions of §1391 define the requirements for proper venue

in particular circumstances.

6 ATLANTIC MARINE CONSTR. CO. v. UNITED STATES DIST.

COURT FOR WESTERN DIST. OF TEX.

Opinion of the Court

section. That language cannot reasonably be read to allow

judicial consideration of other, extrastatutory limitations

on the forum in which a case may be brought.

The structure of the federal venue provisions confirms

that they alone define whether venue exists in a given

forum. In particular, the venue statutes reflect Congress’

intent that venue should always lie in some federal court

whenever federal courts have personal jurisdiction over

the defendant. The first two paragraphs of §1391(b) de-

fine the preferred judicial districts for venue in a typical

case, but the third paragraph provides a fallback option: If

no other venue is proper, then venue will lie in “any judi-

cial district in which any defendant is subject to the

court’s personal jurisdiction” (emphasis added). The stat-

ute thereby ensures that so long as a federal court has

personal jurisdiction over the defendant, venue will al-

ways lie somewhere. As we have previously noted, “Con-

gress does not in general intend to create venue gaps,

which take away with one hand what Congress has given

by way of jurisdictional grant with the other.” Smith v.

United States, 507 U. S. 197, 203 (1993) (internal quota-

tion marks omitted). Yet petitioner’s approach would

mean that in some number of cases—those in which the

forum-selection clause points to a state or foreign court—

venue would not lie in any federal district. That would not

comport with the statute’s design, which contemplates

that venue will always exist in some federal court.

The conclusion that venue is proper so long as the re-

quirements of §1391(b) are met, irrespective of any forum-

selection clause, also follows from our prior decisions

construing the federal venue statutes. In Van Dusen v.

Barrack, 376 U. S. 612 (1964), we considered the meaning

of §1404(a), which authorizes a district court to “transfer

any civil action to any other district or division where it

might have been brought.” The question in Van Dusen

was whether §1404(a) allows transfer to a district in which

Cite as: 571 U. S. ____ (2013) 7

Opinion of the Court

venue is proper under §1391 but in which the case could

not have been pursued in light of substantive state-law

limitations on the suit. See id., at 614–615. In holding

that transfer is permissible in that context, we construed

the phrase “where it might have been brought” to refer

to “the federal laws delimiting the districts in which such

an action ‘may be brought,’ ” id., at 624, noting that

“the phrase ‘may be brought’ recurs at least 10 times” in

§§1391–1406, id., at 622. We perceived “no valid reason

for reading the words ‘where it might have been brought’

to narrow the range of permissible federal forums beyond

those permitted by federal venue statutes.” Id., at 623.

As we noted in Van Dusen, §1406(a) “shares the same

statutory context” as §1404(a) and “contain[s] a similar

phrase.” Id., at 621, n. 11. It instructs a court to transfer

a case from the “wrong” district to a district “in which it

could have been brought.” The most reasonable interpre-

tation of that provision is that a district cannot be “wrong”

if it is one in which the case could have been brought

under §1391. Under the construction of the venue laws we

adopted in Van Dusen, a “wrong” district is therefore a

district other than “those districts in which Congress has

provided by its venue statutes that the action ‘may be

brought.’ ” Id., at 618 (emphasis added). If the federal

venue statutes establish that suit may be brought in a

particular district, a contractual bar cannot render venue

in that district “wrong.”

Our holding also finds support in Stewart, 487 U. S. 22.

As here, the parties in Stewart had included a forum-

selection clause in the relevant contract, but the plaintiff

filed suit in a different federal district. The defendant had

initially moved to transfer the case or, in the alternative,

to dismiss for improper venue under §1406(a), but by the

time the case reached this Court, the defendant had aban-

doned its §1406(a) argument and sought only transfer

under §1404(a). We rejected the plaintiff ’s argument that

8 ATLANTIC MARINE CONSTR. CO. v. UNITED STATES DIST.

COURT FOR WESTERN DIST. OF TEX.

Opinion of the Court

state law governs a motion to transfer venue pursuant to a

forum-selection clause, concluding instead that “federal

law, specifically 28 U. S. C. §1404(a), governs the District

Court’s decision whether to give effect to the parties’

forum-selection clause.” Id., at 32. We went on to explain

that a “motion to transfer under §1404(a) . . . calls on the

district court to weigh in the balance a number of case-

specific factors” and that the “presence of a forum-

selection clause . . . will be a significant factor that figures

centrally in the district court’s calculus.” Id., at 29.

The question whether venue in the original court was

“wrong” under §1406(a) was not before the Court, but we

wrote in a footnote that “[t]he parties do not dispute that

the District Court properly denied the motion to dismiss

the case for improper venue under 28 U. S. C. §1406(a)

because respondent apparently does business in the

Northern District of Alabama. See 28 U. S. C. §1391(c)

(venue proper in judicial district in which corporation is

doing business).” Id., at 28, n. 8. In other words, because

§1391 made venue proper, venue could not be “wrong” for

purposes of §1406(a). Though dictum, the Court’s obser-

vation supports the holding we reach today. A contrary

view would all but drain Stewart of any significance. If a

forum-selection clause rendered venue in all other federal

courts “wrong,” a defendant could always obtain automatic

dismissal or transfer under §1406(a) and would not have

any reason to resort to §1404(a). Stewart’s holding would

be limited to the presumably rare case in which the de-

fendant inexplicably fails to file a motion under §1406(a)

or Rule 12(b)(3).

B

Although a forum-selection clause does not render venue

in a court “wrong” or “improper” within the meaning of

§1406(a) or Rule 12(b)(3), the clause may be enforced

through a motion to transfer under §1404(a). That provi-

Cite as: 571 U. S. ____ (2013) 9

Opinion of the Court

sion states that “[f ]or the convenience of parties and wit-

nesses, 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 or to any district or

division to which all parties have consented.” Unlike

§1406(a), §1404(a) does not condition transfer on the ini-

tial forum’s being “wrong.” And it permits transfer to

any district where venue is also proper (i.e., “where [the

case] might have been brought”) or to any other district to

which the parties have agreed by contract or stipulation.

Section 1404(a) therefore provides a mechanism for

enforcement of forum-selection clauses that point to a

particular federal district. And for the reasons we address

in Part III, infra, a proper application of §1404(a) requires

that a forum-selection clause be “given controlling weight

in all but the most exceptional cases.” Stewart, supra, at

33 (KENNEDY, J., concurring).

Atlantic Marine argues that §1404(a) is not a suitable

mechanism to enforce forum-selection clauses because

that provision cannot provide for transfer when a forum-

selection clause specifies a state or foreign tribunal, see

Brief for Petitioner 18–19, and we agree with Atlantic

Marine that the Court of Appeals failed to provide a sound

answer to this problem. The Court of Appeals opined that

a forum-selection clause pointing to a nonfederal forum

should be enforced through Rule 12(b)(3), which permits a

party to move for dismissal of a case based on “improper

venue.” 701 F. 3d, at 740. As Atlantic Marine persua-

sively argues, however, that conclusion cannot be recon-

ciled with our construction of the term “improper venue” in

§1406 to refer only to a forum that does not satisfy federal

venue laws. If venue is proper under federal venue rules,

it does not matter for the purpose of Rule 12(b)(3) whether

the forum-selection clause points to a federal or a nonfed-

eral forum.

Instead, the appropriate way to enforce a forum-

10 ATLANTIC MARINE CONSTR. CO. v. UNITED STATES DIST.

COURT FOR WESTERN DIST. OF TEX.

Opinion of the Court

selection clause pointing to a state or foreign forum is

through the doctrine of forum non conveniens. Section

1404(a) is merely a codification of the doctrine of forum

non conveniens for the subset of cases in which the trans-

feree forum is within the federal court system; in such

cases, Congress has replaced the traditional remedy of

outright dismissal with transfer. See Sinochem Int’l Co. v.

Malaysia Int’l Shipping Corp., 549 U. S. 422, 430 (2007)

(“For the federal court system, Congress has codified the

doctrine . . . ”); see also notes following §1404 (Historical

and Revision Notes) (Section 1404(a) “was drafted in

accordance with the doctrine of forum non conveniens,

permitting transfer to a more convenient forum, even

though the venue is proper”). For the remaining set of

cases calling for a nonfederal forum, §1404(a) has no

application, but the residual doctrine of forum non conven-

iens “has continuing application in federal courts.” Sino-

chem, 549 U. S., at 430 (internal quotation marks and

brackets omitted); see also ibid. (noting that federal courts

invoke forum non conveniens “in cases where the alterna-

tive forum is abroad, and perhaps in rare instances where

a state or territorial court serves litigational convenience

best” (internal quotation marks and citation omitted)).

And because both §1404(a) and the forum non conveniens

doctrine from which it derives entail the same balancing-

of-interests standard, courts should evaluate a forum-

selection clause pointing to a nonfederal forum in the

same way that they evaluate a forum-selection clause

pointing to a federal forum. See Stewart, 487 U. S., at 37

(SCALIA, J., dissenting) (Section 1404(a) “did not change

‘the relevant factors’ which federal courts used to consider

under the doctrine of forum non conveniens” (quoting

Norwood v. Kirkpatrick, 349 U. S. 29, 32 (1955))).

C

An amicus before the Court argues that a defendant in a

Cite as: 571 U. S. ____ (2013) 11

Opinion of the Court

breach-of-contract action should be able to obtain dismis-

sal under Rule 12(b)(6) if the plaintiff files suit in a dis-

trict other than the one specified in a valid forum-selection

clause. See Brief for Stephen E. Sachs as Amicus Curiae.

Petitioner, however, did not file a motion under Rule

12(b)(6), and the parties did not brief the Rule’s applica-

tion to this case at any stage of this litigation. We there-

fore will not consider it. Even if a defendant could use

Rule 12(b)(6) to enforce a forum-selection clause, that

would not change our conclusions that §1406(a) and Rule

12(b)(3) are not proper mechanisms to enforce a forum-

selection clause and that §1404(a) and the forum non

conveniens doctrine provide appropriate enforcement

mechanisms.4

III

Although the Court of Appeals correctly identified

§1404(a) as the appropriate provision to enforce the forum-

selection clause in this case, the Court of Appeals erred in

failing to make the adjustments required in a §1404(a)

analysis when the transfer motion is premised on a forum-

selection clause. When the parties have agreed to a valid

forum-selection clause, a district court should ordinarily

transfer the case to the forum specified in that clause.5

Only under extraordinary circumstances unrelated to the

convenience of the parties should a §1404(a) motion be

denied. And no such exceptional factors appear to be

present in this case.

——————

4 We observe, moreover, that a motion under Rule 12(b)(6), unlike a

motion under §1404(a) or the forum non conveniens doctrine, may lead

to a jury trial on venue if issues of material fact relating to the validity

of the forum-selection clause arise. Even if Professor Sachs is ultimately

correct, therefore, defendants would have sensible reasons to invoke

§1404(a) or the forum non conveniens doctrine in addition to Rule

12(b)(6).

5 Our analysis presupposes a contractually valid forum-selection

clause.

12 ATLANTIC MARINE CONSTR. CO. v. UNITED STATES DIST.

COURT FOR WESTERN DIST. OF TEX.

Opinion of the Court

A

In the typical case not involving a forum-selection

clause, a district court considering a §1404(a) motion (or a

forum non conveniens motion) must evaluate both the

convenience of the parties and various public-interest

considerations.6 Ordinarily, the district court would weigh

the relevant factors and decide whether, on balance, a

transfer would serve “the convenience of parties and wit-

nesses” and otherwise promote “the interest of justice.”

§1404(a).

The calculus changes, however, when the parties’ con-

tract contains a valid forum-selection clause, which “rep-

resents the parties’ agreement as to the most proper

forum.” Stewart, 487 U. S., at 31. The “enforcement of

valid forum-selection clauses, bargained for by the parties,

protects their legitimate expectations and furthers vital

interests of the justice system.” Id., at 33 (KENNEDY, J.,

concurring). For that reason, and because the overarching

consideration under §1404(a) is whether a transfer would

promote “the interest of justice,” “a valid forum-selection

clause [should be] given controlling weight in all but the

most exceptional cases.” Id., at 33 (same). The presence

of a valid forum-selection clause requires district courts to

adjust their usual §1404(a) analysis in three ways.

——————

6 Factors relating to the parties’ private interests include “relative

ease of access to sources of proof; availability of compulsory process for

attendance of unwilling, and the cost of obtaining attendance of willing,

witnesses; possibility of view of premises, if view would be appropriate

to the action; and all other practical problems that make trial of a case

easy, expeditious and inexpensive.” Piper Aircraft Co. v. Reyno, 454

U. S. 235, 241, n. 6 (1981) (internal quotation marks omitted). Public-

interest factors may include “the administrative difficulties flowing

from court congestion; the local interest in having localized controver-

sies decided at home; [and] the interest in having the trial of a diversity

case in a forum that is at home with the law.” Ibid. (internal quotation

marks omitted). The Court must also give some weight to the plaintiffs’

choice of forum. See Norwood v. Kirkpatrick, 349 U. S. 29, 32 (1995).

Cite as: 571 U. S. ____ (2013) 13

Opinion of the Court

First, the plaintiff ’s choice of forum merits no weight.

Rather, as the party defying the forum-selection clause,

the plaintiff bears the burden of establishing that transfer

to the forum for which the parties bargained is unwar-

ranted. Because plaintiffs are ordinarily allowed to select

whatever forum they consider most advantageous (con-

sistent with jurisdictional and venue limitations), we have

termed their selection the “plaintiff ’s venue privilege.”

Van Dusen, 376 U. S., at 635.7 But when a plaintiff agrees

by contract to bring suit only in a specified forum—

presumably in exchange for other binding promises by

the defendant—the plaintiff has effectively exercised its

“venue privilege” before a dispute arises. Only that initial

choice deserves deference, and the plaintiff must bear the

burden of showing why the court should not transfer the

case to the forum to which the parties agreed.

Second, a court evaluating a defendant’s §1404(a) mo-

tion to transfer based on a forum-selection clause should

not consider arguments about the parties’ private inter-

ests. When parties agree to a forum-selection clause, they

waive the right to challenge the preselected forum as

inconvenient or less convenient for themselves or their

witnesses, or for their pursuit of the litigation. A court

accordingly must deem the private-interest factors to

weigh entirely in favor of the preselected forum. As we

have explained in a different but “ ‘instructive’ ” context,

Stewart, supra, at 28, “[w]hatever ‘inconvenience’ [the

parties] would suffer by being forced to litigate in the

contractual forum as [they] agreed to do was clearly fore-

seeable at the time of contracting.” The Bremen v. Zapata

Off-Shore Co., 407 U. S. 1, 17–18 (1972); see also Stewart,

——————

7 We note that this “privilege” exists within the confines of statutory

limitations, and “[i]n most instances, the purpose of statutorily speci-

fied venue is to protect the defendant against the risk that a plaintiff

will select an unfair or inconvenient place of trial.” Leroy v. Great

Western United Corp., 443 U. S. 173, 183–184 (1979).

14 ATLANTIC MARINE CONSTR. CO. v. UNITED STATES DIST.

COURT FOR WESTERN DIST. OF TEX.

Opinion of the Court

supra, at 33 (KENNEDY, J., concurring) (stating that Bre-

men’s “reasoning applies with much force to federal courts

sitting in diversity”).

As a consequence, a district court may consider argu-

ments about public-interest factors only. See n. 6, supra.

Because those factors will rarely defeat a transfer motion,

the practical result is that forum-selection clauses should

control except in unusual cases. Although it is “conceiv-

able in a particular case” that the district court “would

refuse to transfer a case notwithstanding the counter-

weight of a forum-selection clause,” Stewart, supra, at 30–

31, such cases will not be common.

Third, when a party bound by a forum-selection clause

flouts its contractual obligation and files suit in a different

forum, a §1404(a) transfer of venue will not carry with it

the original venue’s choice-of-law rules—a factor that in

some circumstances may affect public-interest considera-

tions. See Piper Aircraft Co. v. Reyno, 454 U. S. 235, 241,

n. 6 (1981) (listing a court’s familiarity with the “law that

must govern the action” as a potential factor). A federal

court sitting in diversity ordinarily must follow the choice-

of-law rules of the State in which it sits. See Klaxon Co. v.

Stentor Elec. Mfg. Co., 313 U. S. 487, 494–496 (1941).

However, we previously identified an exception to that prin-

ciple for §1404(a) transfers, requiring that the state law

applicable in the original court also apply in the trans-

feree court. See Van Dusen, 376 U. S., at 639. We deemed

that exception necessary to prevent “defendants, properly

subjected to suit in the transferor State,” from “invok[ing]

§1404(a) to gain the benefits of the laws of another juris-

diction . . . .” Id., at 638; see Ferens v. John Deere Co., 494

U. S. 516, 522 (1990) (extending the Van Dusen rule to

§1404(a) motions by plaintiffs).

The policies motivating our exception to the Klaxon rule

for §1404(a) transfers, however, do not support an exten-

sion to cases where a defendant’s motion is premised on

Cite as: 571 U. S. ____ (2013) 15

Opinion of the Court

enforcement of a valid forum-selection clause. See Ferens,

supra, at 523. To the contrary, those considerations lead

us to reject the rule that the law of the court in which the

plaintiff inappropriately filed suit should follow the case to

the forum contractually selected by the parties. In Van

Dusen, we were concerned that, through a §1404(a) trans-

fer, a defendant could “defeat the state-law advantages

that might accrue from the exercise of [the plaintiff ’s]

venue privilege.” 376 U. S., at 635. But as discussed

above, a plaintiff who files suit in violation of a forum-

selection clause enjoys no such “privilege” with respect to

its choice of forum, and therefore it is entitled to no con-

comitant “state-law advantages.” Not only would it be

inequitable to allow the plaintiff to fasten its choice of

substantive law to the venue transfer, but it would also

encourage gamesmanship. Because Ҥ1404(a) should not

create or multiply opportunities for forum shopping,”

Ferens, supra, at 523, we will not apply the Van Dusen

rule when a transfer stems from enforcement of a forum-

selection clause: The court in the contractually selected

venue should not apply the law of the transferor venue to

which the parties waived their right.8

——————

8 For the reasons detailed above, see Part II–B, supra, the same

standards should apply to motions to dismiss for forum non conveniens

in cases involving valid forum-selection clauses pointing to state or for-

eign forums. We have noted in contexts unrelated to forum-selection

clauses that a defendant “invoking forum non conveniens ordinarily

bears a heavy burden in opposing the plaintiff’s chosen forum.” Sino-

chem Int’l Co. v. Malaysia Int’l Shipping Co., 549 U. S. 422, 430 (2007).

That is because of the “hars[h] result” of that doctrine: Unlike a

§1404(a) motion, a successful motion under forum non conveniens

requires dismissal of the case. Norwood, 349 U. S., at 32. That incon-

veniences plaintiffs in several respects and even “makes it possible for

[plaintiffs] to lose out completely, through the running of the statute of

limitations in the forum finally deemed appropriate.” Id., at 31 (inter-

nal quotation marks omitted). Such caution is not warranted, however,

when the plaintiff has violated a contractual obligation by filing suit

in a forum other than the one specified in a valid forum-selection

16 ATLANTIC MARINE CONSTR. CO. v. UNITED STATES DIST.

COURT FOR WESTERN DIST. OF TEX.

Opinion of the Court

When parties have contracted in advance to litigate

disputes in a particular forum, courts should not unneces-

sarily disrupt the parties’ settled expectations. A forum-

selection clause, after all, may have figured centrally in

the parties’ negotiations and may have affected how they

set monetary and other contractual terms; it may, in fact,

have been a critical factor in their agreement to do busi-

ness together in the first place. In all but the most un-

usual cases, therefore, “the interest of justice” is served by

holding parties to their bargain.

B

The District Court’s application of §1404(a) in this case

did not comport with these principles. The District Court

improperly placed the burden on Atlantic Marine to prove

that transfer to the parties’ contractually preselected

forum was appropriate. As the party acting in violation of

the forum-selection clause, J-Crew must bear the burden

of showing that public-interest factors overwhelmingly

disfavor a transfer.

The District Court also erred in giving weight to argu-

ments about the parties’ private interests, given that all

private interests, as expressed in the forum-selection

clause, weigh in favor of the transfer. The District Court

stated that the private-interest factors “militat[e] against

a transfer to Virginia” because “compulsory process will

not be available for the majority of J-Crew’s witnesses”

and there will be “significant expense for those willing

witnesses.” 2012 WL 8499879, *6–*7; see 701 F. 3d, at

743 (noting District Court’s “concer[n] with J-Crew’s abil-

ity to secure witnesses for trial”). But when J-Crew en-

tered into a contract to litigate all disputes in Virginia,

it knew that a distant forum might hinder its ability to

call certain witnesses and might impose other burdens on

——————

clause. In such a case, dismissal would work no injustice on the plaintiff.

Cite as: 571 U. S. ____ (2013) 17

Opinion of the Court

its litigation efforts. It nevertheless promised to resolve

its disputes in Virginia, and the District Court should

not have given any weight to J-Crew’s current claims of

inconvenience.

The District Court also held that the public-interest

factors weighed in favor of keeping the case in Texas

because Texas contract law is more familiar to federal

judges in Texas than to their federal colleagues in Vir-

ginia. That ruling, however, rested in part on the District

Court’s belief that the federal court sitting in Virginia

would have been required to apply Texas’ choice-of-law

rules, which in this case pointed to Texas contract law.

See 2012 WL 8499879, *8 (citing Van Dusen, supra, at

639). But for the reasons we have explained, the trans-

feree court would apply Virginia choice-of-law rules. It is

true that even these Virginia rules may point to the con-

tract law of Texas, as the State in which the contract was

formed. But at minimum, the fact that the Virginia court

will not be required to apply Texas choice-of-law rules

reduces whatever weight the District Court might have

given to the public-interest factor that looks to the famili-

arity of the transferee court with the applicable law. And,

in any event, federal judges routinely apply the law of a

State other than the State in which they sit. We are not

aware of any exceptionally arcane features of Texas con-

tract law that are likely to defy comprehension by a fed-

eral judge sitting in Virginia.

* * *

We reverse the judgment of the Court of Appeals for the

Fifth Circuit. Although no public-interest factors that

might support the denial of Atlantic Marine’s motion to

transfer are apparent on the record before us, we remand

the case for the courts below to decide that question.

It is so ordered.