Lindsey v. Entrust Corporation

Background

Emily Lindsey sued Entrust Corporation, alleging pervasive gender-based discrimination and retaliation under Title VII. She also alleged disability discrimination under Oregon law and Title I of the Americans with Disabilities Act, along with whistleblower claims, equal-pay violations, and other unlawful employment practices.

Entrust hired Lindsey to work at its office in Englewood, Colorado. After Lindsey said she intended to move to Oregon, Entrust agreed to make her a full-time remote worker. She signed an employment agreement containing a forum-selection clause. The clause stated that litigation arising from or relating to her employment or its termination would be heard only in courts located in Hennepin County, Minnesota, and that the parties consented to jurisdiction and venue there.

Entrust moved to dismiss the case based on the clause or, alternatively, to transfer it to the District of Minnesota. The court explained that dismissal for improper venue under 28 U.S.C. § 1406(a) and Federal Rule of Civil Procedure 12(b)(3) applies when venue is legally wrong or improper. Because Entrust did not otherwise argue that venue in Oregon was improper, the court held that transfer under 28 U.S.C. § 1404(a), rather than dismissal, was the appropriate way to enforce a forum-selection clause pointing to a federal district.

Arguments About Transfer

Lindsey did not dispute the validity of the employment agreement or the forum-selection clause. She argued instead that the interests of justice favored keeping the case in Oregon. She said that the inconvenience of litigating in Minnesota was not foreseeable when she signed the agreement while working and living in Colorado. She also said Entrust knew that she avoided flying because of anxiety and a neck injury that made extended sitting difficult.

Lindsey further argued that Oregon had a public interest in resolving her Oregon-law claims because the claims had been administratively processed by the Oregon Bureau of Labor and Industries and Oregon courts would be more familiar with Oregon law.

Court’s Analysis

The court applied the rule that a valid forum-selection clause generally receives controlling weight in a transfer analysis. The party opposing transfer bears the burden of showing that transfer to the agreed forum is unwarranted. The court generally does not consider private convenience arguments because the parties have already agreed to the forum and waived objections that it would be inconvenient for them or their witnesses.

The court held that Lindsey had not met that burden. It concluded that her discomfort with flying or sitting for long periods was not shown to be a public-interest factor rather than a private-interest factor. The court also stated that, even if the discomfort were treated as a public-interest factor, severe physical limitations or economic hardship alone generally would not make a forum so seriously inconvenient that the forum-selection clause should be disregarded.

The court rejected Lindsey’s argument based on Oregon-law claims. The employment agreement provided that Minnesota law governed the agreement without regard to conflicts-of-law principles. The court stated that the Minnesota court would not be required to apply Oregon choice-of-law rules and that the presence of Oregon-law claims did not affect the transfer analysis. The court noted that the Minnesota courts would decide whether those claims must be dismissed under the employment agreement.

Disposition

The court DENIED Entrust’s Motion to Dismiss and GRANTED Entrust’s Motion to Transfer. It TRANSFERRED the action to the United States District Court for the District of Minnesota, Minneapolis Division. The opinion did not decide the merits of Lindsey’s employment-related claims.