United States District Court, D. Maryland
J. MESSITTE UNITED STATES DISTRICT JUDGE
Coast II Coast Transport, LLC (“Coast II Coast”)
has sued Defendant Inland Kenworth (US), Inc. (“Inland
Kenworth”) in the Circuit Court for Montgomery County,
Maryland for allegedly breaching the sales contracts for two
trucks that Plaintiff purchased from Defendant. Inland
Kenworth removed the case from the Circuit Court to this
Court, then filed a Motion to Dismiss or, in the alternative,
a Motion to Transfer. ECF No. 2. Coast II Coast opposes both
requests and has filed a Motion to Remand. ECF No. 8.
Court will GRANT Inland Kenworth's
Motion to Dismiss without prejudice, DEFER
on its Motion to Transfer, and DENY Coast II
Coast's Motion to Remand. The forum selection clause in
both underlying truck sales contracts is dispositive.
FACTUAL AND PROCEDURAL BACKGROUND
II Coast is a freight transportation business incorporated
under the laws of Maryland, with its principal place of
business located in Bethesda, Maryland. ECF No. 1-2
(“Complaint”) at ¶ 2. Inland Kenworth is a
business engaged in the lease and sale of new and used
trucks, incorporated under the laws of New Mexico and located
in Albuquerque, New Mexico. Id. On March 7, 2018 in
Albuquerque, Coast II Coast purchased a used 2014 Kenworth
T680 semi truck from Inland Kenworth for $61, 000.00, making
a cash deposit of $2, 000.00 and driving the truck off Inland
Kenworth's lot. Id. at ¶ 3. On April 13,
2018, Coast II Coast purchased a second semi truck from
Inland Kenworth, in Albuquerque-a new 2015 Kenworth T680-for
$64, 000.00, making a cash deposit of $16, 000.00 and also
driving the truck off Inland Kenworth's lot. Id.
Coast II Coast alleges that shortly after purchasing both
trucks from Inland Kenworth, both vehicles experienced severe
mechanical breakdowns, rendering them inoperable.
January 14, 2019, Coast II Coast filed suit against Inland
Kenworth in the Circuit Court for Montgomery County,
Maryland, alleging breach of contract, breach of implied
warranty of merchantability, and breach of implied warranty
for a particular use. Id. at ¶¶ 4-6. Coast
II Coast seeks damages for the deposits it paid on the two
trucks, as well as for lost revenue from the inability to use
the trucks to deliver freight. Id. at ¶ 7.
being served with a copy of the Complaint and Summons, Inland
Kenworth removed the action to this Court on February 21,
2019. ECF No. 1. The next day, on February 22, 2019, Inland
Kenworth moved to dismiss the case for lack of personal
jurisdiction and improper venue, or, in the alternative, to
transfer the case to the U.S. District Court for the District
of New Mexico. ECF Nos. 2, 3. On March 9, 2019, Coast II
Coast filed its Opposition, ECF No. 9, as well as a Motion to
Remand the case to the Circuit Court for Montgomery County,
Maryland. ECF No. 8. On March 14, 2019, Inland Kenworth filed
both its Reply, ECF No. 14, and its Opposition to Coast II
Coast's Motion to Remand. ECF No. 15.
truck sales contracts between Coast II Coast and Inland
Kenworth contain a forum selection clause stating that
“[a]ny legal action to enforce the terms of this
Agreement or to seek damages by reason of its breach shall be
brought in state or federal courts with the appropriate
jurisdiction of the county in which Seller's business is
located.” ECF Nos. 3-3 at 2, ¶ 9; 3-6 at 2, ¶
9; 9-3 at 2, ¶ 9; 9-4 at 4, ¶ 9. Courts in this
District recognize that “as a prudential matter,
federal courts should give effect to a valid and enforceable
forum-selection clause, despite the fact that the case was
properly removed.” Callendar v. Anthes, No.
DKC 14-0121, 2014 WL 1577787 (D. Md. April 18,
2014). Courts in this District apply a
three-factor test to determine whether to enforce a forum
First, [the court] must establish whether the clause is
mandatory. If so, the clause is presumptively enforceable.
Second, the court must establish whether the clause is
presumptively enforceable against the particular claims in
dispute, i.e.[, ] whether the claims fall within the scope of
the clause. If it finds that they do fall within the
clause's scope, then that clause presumptively applies to
bar their adjudication outside its designated forum. Third
and finally, the court must decide whether the party opposing
the clause's enforcement has rebutted the presumption of
enforceability by proving that enforcement would be
unreasonable. If it has not, the clause will be enforced.
Callendar, 2014 WL 1577787, at *5 (quoting
Varsity Gold, Inc. v. Lunenfeld, Civ. No.
CCB-08-550, 2008 WL 5243517, at *2 (D. Md. Dec. 12, 2008))
(internal citations and quotation omitted). Accordingly, when
parties agree to confer jurisdiction and venue on a
particular court for disputes that may arise from that
agreement, federal courts favor enforcement of the forum
selection clause, unless it is unreasonable. See
Albemarle Corp. v. AstraZeneca UK Ltd., 628 F.3d 643,
649 (4th Cir. 2010).
Court finds that the forum selection clause is enforceable
against Coast II Coast's action against Inland Kenworth.
First, the clause is clearly mandatory, as it provides that
legal actions arising from the truck sales contracts
“shall” be filed in state or federal court in the
relevant county where Inland Kenworth is located, i.e., in
New Mexico. Courts interpreting forum selection clauses have
consistently held that the word “shall” compels
that disputes be resolved in either a particular court or
selection of courts located within a specified geographical
area. See, e.g., Bartels v. Saber Healthcare
Group, LLC, 880 F.3d 668, 674-75 (4th Cir. 2018);
FindWhere Holdings, Inc. v. Sys. Environment
Optimization, LLC, 626 F.3d 752, 755-56 (4th Cir. 2010).
the forum selection clause covers the particular claims in
the present case, as it applies to “[a]ny legal
action” arising from the truck sales contracts, and
Coast II Coast has alleged breach of contract and breach of
warranty claims against Inland Kenworth in the Complaint.
Coast II Coast has not rebutted the presumption of
enforceability by demonstrating that the forum selection
clause is unreasonable. A ...