Searching over 5,500,000 cases.


searching
Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.

Icon Health & Fitness Inc. v. NVC Logistics Group, Inc.

United States District Court, D. Utah

June 20, 2017

ICON HEALTH & FITNESS, INC., a Delaware Corporation, Plaintiff,
v.
NVC LOGISTICS GROUP, INC., a New Jersey Corporation, Defendant.

          MEMORANDUM DECISION AND ORDER DENYING DEFENDANT'S MOTION TO TRANSFER VENUE, GRANTING DEFENDANT'S MOTION TO DISMISS, AND GRANTING PLAINTIFF'S MOTION FOR LEAVE TO AMEND ITS COMPLAINT

          Jill N. Parrish United States District Court Judge.

         Before the court are Defendant NVC Logistics Group, Inc.'s (“NVC”) motion to transfer venue pursuant to 28 U.S.C. § 1404 (Docket 6) and its Rule 12(b)(6) motion to dismiss for failure to state a claim (Docket 3). Also before the court is Plaintiff ICON Health & Fitness, Inc.'s (“ICON”) motion for leave to amend its complaint (Docket 26). The court heard oral argument on these motions on June 13, 2017. After considering the parties' arguments and the applicable law, the court DENIES NVC's motion to transfer, but GRANTS its motion to dismiss. The court also GRANTS ICON's motion for leave to amend its complaint.

         INTRODUCTION

         ICON initially brought four claims against NVC: 1) breach of contract, 2) breach of covenant of good faith and fair dealing, 3) unjust enrichment, and 4) negligence. These claims arose from a business dealing in which NVC was to ship and deliver goods manufactured by ICON. NVC moves to transfer venue pursuant to a forum selection clause contained in both its WG-500 Tariff (“Tariff”) and its Master Transportation Service Agreement (“MTSA”), which provide that “all claims and actions arising in connection with this tariff or any shipment hereunder shall be adjudicated solely and exclusively in . . . the district court for the District of New Jersey.” (Docket 6 at 2). NVC also moves the court to dismiss the claims pursuant to Rule 12(b)(6) claiming that 49 U.S.C. § 14706, also known as the Carmack Amendment, supersedes state law claims arising under contracts for interstate ground shipment of property. ICON opposes both motions and moves for leave to amend its complaint to add a claim under the Carmack Amendment and to allege its state law claims in the alternative.

         FACTS

         The facts alleged by the parties in this case are few, but are as follows. ICON manufactures fitness equipment. On or about December 1, 2014, ICON engaged NVC's services for the purpose of logistics in delivery of ICON's goods and products to consumers in many states, including Utah. The parties entered into an agreement for the shipment of goods manufactured and sold by ICON. NVC was responsible for the timely and safe delivery of ICON's goods, but while in NVC's control the goods were damaged and/or lost. ICON notified NVC and asserted claims for the alleged damages, but it was never reimbursed by NVC. ICON filed suit seeking damages of no less than $230, 418. ICON also seeks to recover its attorney's fees, as well as prejudgment and post-judgement interest.

         ANALYSIS

         The Carmack Amendment was passed by Congress to standardize inter-state transportation claims. Adams Express Co. v. Croninger, 226 U.S. 491, 505 (1913) (citing S. Pac. Co. v. Crenshaw Bros., 5 Ga.App. 675 (1909)). Prior to the Carmack Amendment, the rule of carriers' liability for interstate shipment was “general common law” or “determined by supposed public policy of a particular state.” Id. at 504. The Carmack Amendment was intended to “supersede[] all the regulations and policies of a . . . state” and “limit[] the power to exempt [a carrier] by . . . contract.” Id. at 505-06. Congress's action “manifest[ed] a purpose to exercise its conceded authority” and caused state's power with regards to inter-state shipping to “cease[] to exist.” Id. at 506. In essence, carriers exchanged strict liability for a consistent legal standard. Id. at 504-05.

         I. Motion to Transfer Venue

         NVC argues that this court should transfer pursuant to a valid forum selection clause contained in both the Tariff and the MTSA. Additionally, NVC argues that the factors for transfer weigh in its favor because it is a New Jersey company and the witnesses in this case would be more accessible in New Jersey. In response, ICON argues that NVC has waived any objection to venue by failing to raise its venue defense prior to filing its motion to dismiss. (Docket 12 at 3). ICON also argues that the forum selection clause on which NVC relies is contained in a contract to which it did not agree. (Docket 12 at 4).

         The court concludes that NVC's motion to transfer venue was not waived by its failure to bring a Rule 12(b)(3) motion for improper venue prior to filing its motion to dismiss. NVC has not alleged that venue is legally improper. Rather, it seeks to transfer venue on the grounds of forum non conveniens pursuant to 28 U.S.C. § 1404. Although NVC did not waive it venue argument, it is not well-taken. If the Carmack Amendment applies, either because NVC is a “carrier” or because ICON agreed to be bound by the Tariff or MTSA, then NVC's forum selection clause is preempted by the Carmack Amendment's special venue provisions. And absent an applicable forum selection clause, ICON's choice of forum outweighs any concerns that NVC proffers in support of its motion to transfer venue.

         A. NVC did not forfeit its right to bring this motion.

         ICON argues that NVC is barred from moving to transfer venue because NVC did not include a Rule 12(b)(3) motion to dismiss for improper venue in its motion to dismiss. (Docket 12 at 3). See Fed. R. Civ. P. 12(h). ICON contends that this failure forecloses a motion to transfer venue pursuant to NVC's forum selection clause. ICON's argument is not well-taken. The proper way to enforce a forum selection clause is through forum non conveniens, which is not governed by Rule 12. Atl. Marine Constr. Co. v. U.S. Dist. Court, 134 S.Ct. 568, 580 (2013).

         The Supreme Court has held that the governing law for forum non conveniens is 28 U.S.C. § 1404, not Rule 12. Id. at 577. NVC seeks to transfer venue to the state of New Jersey pursuant to a forum selection clause. (Docket 6 at 2). NVC is not asserting that Utah is an improper venue. Rather, it asserts that it is entitled to transfer the case to the venue specified in its forum selection clause. The Supreme Court has recognized that Rule 12(b)(3) only governs in cases where venue is improper, not in cases seeking to transfer venue under the theory of forum non conveniens. Id. at 580. Accordingly, NVC is not procedurally barred from bringing its motion to transfer venue.

         B. The Carmack Amendment preempts NVC's forum selection clause.

         The basis for NVC's motion to transfer venue is the forum selection clause contained it its MTSA. But if the Carmack Amendment governs this case, its special venue ...


Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.