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Structural Preservation Systems, LLC v. Andrews

United States District Court, Fourth Circuit

May 21, 2013

STRUCTURAL PRESERVATION SYSTEMS, LLC Plaintiffs,
v.
JAMES L. ANDREWS, et al. Defendants.

MEMORANDUM AND ORDER RE: DEFENDANT TURNER [JURISDICTION]

MARVIN J. GARBIS, District Judge.

The Court has before it the issues pertaining to Defendant Sean Turner presented by:

§ Defendants Sean Turner's and Benjamin Ball's Motion to Dismiss for Lack of Personal Jurisdiction and Improper Venue [Document 4];
§ Defendants Sean Turner's and Benjamin Ball's Supplement to Motion to Dismiss for Lack of Personal Jurisdiction and Improper Venue [Document 23], and Second Supplement to Motion to Dismiss for Lack of Personal Jurisdiction and Improper Venue [Document 34].

The Court has read the materials submitted relating thereto and has held a hearing, including the presentation of evidence relating to the issues resolved herein. The Court has made the factual findings stated herein based on its evaluation of the evidence and the reasonable inferences drawn therefrom.

I. BACKGROUND

At all times relevant hereto, Plaintiff Structural Preservation Systems, LLC ("SPS"), based in Hanover, Maryland, has been a specialty contractor providing construction and engineering services. In early 2007, SPS acquired the assets of Delta Pacific Builders, Inc. ("Delta"), based in California and, as of April 1, 2007, essentially took over Delta's operations. Consequently, Defendant Sean Turner ("Turner") - a Delta employee - began working for SPS on April 1, 2007. In 2010, Turner left the employ of SPS.

In the instant lawsuit, SPS asserts claims against Turner[1] based upon alleged breaches of the terms of an employment related agreement (the "Agreement") and violations of the Maryland Uniform Trade Secrets Act ("MUTSA"). Turner, a resident of California, seeks dismissal or transfer of all claims against him based upon the absence of personal jurisdiction and improper venue. SPS relies upon a forum selection clause in the Agreement as the basis for jurisdiction and proper venue in Maryland.

As stated in the Memorandum and Order Re: Motions to Dismiss [Document 43], at 13:

Defendant Turner entered into an employment agreement with SPS on November 26, 2007, which contains a forum-selection clause [consenting to jurisdiction and venue in Maryland in regard to claims of the type asserted in the instant case].
Turner asserts an "overreaching" contention that, as discussed at the hearing on the instant motions, presents substantial factual issues. Accordingly, the Court finds it necessary to conduct an evidentiary hearing to resolve the factual disputes surrounding Turner's claim of overreaching by SPS. See generally Bay Tobacco, LLC v. Bell Quality Tobacco Prod., LLC , 261 F.Supp.2d 483, 492 (E.D. Va. 2003) ("If the existence of jurisdiction turns on disputed factual questions the court may resolve the challenge on the basis of a separate evidentiary hearing or may defer ruling pending receipt at trial of evidence relevant to the jurisdictional question.") (quoting Combs v. Bakker , 886 F.2d 673, 676 (4th Cir. 1989)).

II. LEGAL FRAMEWORK

The instant motion, seeking dismissal for lack of jurisdiction and venue, arises in a procedural context favoring Plaintiff SPS.[2]

In the instant diversity action, the enforceability of Turner's forum-selection clause is governed by state law. See TECH USA, Inc. v. Evans , 592 F.Supp.2d 852, 855 (D. Md. 2009). While the parties debate whether Maryland or California state law is controlling, the issue is moot. Under both Maryland and California law, forum-selection clauses are presumptively valid and enforceable. See Trident Labs, Inc. v. Merrill Lynch Commercial Fin. Corp. , 132 Cal.Rptr.3d 551, 556 (Ct. App. 2011); Gilman v. Wheat, First Sec. Inc. , 692 A.2d 454 (Md. 1997) (adopting standard for enforceability of forum-selection clauses set forth in Bremen v. Zapata off-Shore Co. , 407 U.S. 1, 10 (1972)). Consequently, the party seeking to resist the implications of a forum-selection clause bears a "heavy burden", requiring it to ...


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