Walburg v. Biotronik, Inc.
- Michael Davis
- 0:25-cv-01594
- U.S. District Court · District of Minnesota
- 28
In Walburg v. Biotronik, Inc., Judge Davis transferred a Minnesota whistleblower lawsuit to Oregon, enforcing a mandatory forum-selection clause in the parties' employment agreement.
Employees who have signed employment agreements containing mandatory forum-selection clauses — particularly those who work in a different state than their employer's headquarters — may be required to litigate employment-related claims (including whistleblower and wage claims) in the forum specified in the contract, even if that forum is far from where they lived and worked. This ruling also affects employers seeking to enforce such clauses after a worker's termination.
What happened
In Walburg v. Biotronik, Inc. (Civil No. 25-01594), Jon Walburg, a former Minnesota-based Regional Sales Director, sued his employer Biotronik, Inc. — a medical-device company headquartered in Oregon — in Minnesota state court, alleging retaliation under Minnesota's Whistleblower Act and wage theft under Minnesota law. Walburg claimed he was fired in January 2025 as part of a reduction in force, but that the stated reason was a pretext for retaliating against him for raising concerns about illegal kickbacks to doctors and Medicare fraud. Biotronik removed the case to federal court and moved to transfer it to the District of Oregon, pointing to a mandatory forum-selection clause in the parties' 2020 employment agreement requiring all disputes to be resolved in Portland, Oregon.
The central dispute was whether that forum-selection clause survived after Walburg's employment ended. Walburg argued that because the agreement's survival clause listed specific provisions — confidentiality, non-solicitation, and non-competition — but did not list the forum-selection clause, the clause expired with his employment. The court rejected this argument, relying on the principle that provisions governing how disputes are resolved generally survive a contract's termination, regardless of whether they appear in a survival clause. The court also found the clause was valid: there was no evidence of fraud or pressure in signing, Walburg would not be denied a fair hearing in Oregon, and Minnesota public policy does not bar enforcement of such clauses under these circumstances.
Judge Michael J. Davis granted Biotronik's motion to transfer and ordered the case sent to the United States District Court for the District of Oregon. After finding the forum-selection clause both survived and was valid, the court weighed the public-interest factors required under 28 U.S.C. § 1404(a) — the federal venue-transfer statute — and concluded Walburg had not shown those factors overwhelmingly disfavored transfer. Notably, the District of Minnesota carries roughly four times the civil caseload of the District of Oregon, and both courts were found equally capable of applying the relevant law.
The detailed version
- Walburg v. Biotronik, Inc. · No. 0:25-cv-01594
- Michael Davis
- Oct. 7, 2025
Background
Plaintiff Jon Walburg worked for Defendant Biotronik, Inc. — a medical-device company with U.S. headquarters in Lake Oswego, Oregon — beginning around April 2012 as an area sales representative in Minnesota. He was promoted to Regional Sales Director in the Midwest Sales Region in or around October 2018. On May 14, 2020, Walburg signed a new employment agreement (the "Agreement") that was governed by Oregon law.
Walburg was terminated on January 7, 2025, which Biotronik characterized as part of a reduction in force (RIF). Walburg alleged that this explanation was pretextual and that his real reason for termination was retaliation for raising internal concerns about illegal kickbacks to physicians and Medicare fraud related to rapid battery depletion in certain cardiac devices.
On April 2, 2025, Walburg filed suit in Ramsey County, Minnesota District Court, asserting two claims: (1) Retaliation in Violation of Minnesota's Whistleblower Act and (2) Wage Theft under Minn. Stat. § 181.13. Biotronik removed the case to the U.S. District Court for the District of Minnesota on April 21, 2025, then moved to transfer venue to the District of Oregon — or, alternatively, to dismiss without prejudice — based on a mandatory arbitration and forum-selection clause in the Agreement.
The Forum-Selection Clause
Paragraph 11 of the Agreement, under the bold, underlined heading "Mandatory Arbitration and Exclusive Jurisdiction," required that "any and all claims, demands, controversies and disputes of any and every nature, arising in common law or by state or federal statute, that relate in any way whatsoever to Employee's Employment or this Agreement against BIOTRONIK . . . shall be exclusively resolved by final and binding arbitration to be held only in Portland, Oregon." To the extent not subject to arbitration, all actions were to be litigated only in Oregon state or federal courts.
The Agreement also contained a survival clause (Paragraph 6) that specifically preserved three categories of obligations after termination: confidentiality and assignment of inventions (Section 7), non-solicitation (Section 8), and non-competition (Section 9). The forum-selection clause was not listed.
Procedural Framework
Because there is uncertainty about whether Rule 12(b)(6) of the Federal Rules of Civil Procedure (the rule permitting dismissal for failure to state a claim) can be used to enforce a forum-selection clause, the court analyzed Biotronik's motion solely under 28 U.S.C. § 1404(a), the federal venue-transfer statute, which the Supreme Court identified in Atlantic Marine Construction Co. v. U.S. District Court as the proper mechanism for enforcing such clauses.
Issue 1: Did the Forum-Selection Clause Survive Termination?
Walburg's primary argument was that the forum-selection clause did not survive his termination because it was not included in the Agreement's survival clause. He invoked the canon of construction known as expressio unius — the idea that listing specific items implies the exclusion of unlisted items — and cited several federal cases where courts found forum-selection clauses did not survive when omitted from survival clauses.
The court rejected this argument for several reasons:
1. General rule for dispute-resolution provisions: The court cited Granite Re, Inc. v. Hutton (D. Minn. 2020) for the principle that provisions governing how disputes are resolved — such as forum-selection clauses — generally survive a contract's termination and continue to apply to disputes that accrued before termination. The court held that this principle applies regardless of whether the clause appears in a survival clause.
2. Distinguishing Walburg's cases: NuCurrent involved a superseding agreement in which the parties chose not to carry over forum-selection language; no superseding agreement existed here. Junction Solutions involved a settlement agreement broadly disavowing prior agreements. TSI USA v. Uber Technologies — even though the court there found the clause did not survive — still transferred the case on independent § 1404(a) grounds.
3. Policy rationale: The court reasoned that accepting Walburg's interpretation would allow an employee to breach the agreement, immediately terminate it, and thereby unilaterally nullify the forum-selection clause he had bargained away — an outcome the court called inconsistent with traditional contract interpretation principles.
4. Breadth of the clause: The Agreement's forum-selection clause covered "any and all claims . . . of any and every nature . . . that relate in any way whatsoever" to Walburg's employment, encompassing his whistleblower and wage-theft claims.
The court concluded that the forum-selection clause survived termination of the Agreement.
Issue 2: Transfer Under 28 U.S.C. § 1404(a)
The court applied a three-step analysis:
Step 1 — Proper Venue in Minnesota
The court found that the District of Minnesota is a proper venue independent of the forum-selection clause. Walburg lived and worked in Minnesota throughout the relevant period, Biotronik is a Delaware corporation headquartered in Oregon, complete diversity of citizenship existed, and the amount in controversy could reasonably exceed $75,000 based on the eight categories of damages alleged.
Step 2 — Validity of the Forum-Selection Clause
A forum-selection clause may be invalid if (1) it was procured by fraud or overreaching, (2) enforcement would deprive a party of their day in court, or (3) enforcement would contravene the public policy of the forum state.
Fraud or overreaching
The court found no evidence of fraud. The Agreement itself stated that Walburg had adequate opportunity to consult an attorney before signing. This factor weighed in favor of validity.
Day in court
The standard for this factor is whether proceeding in the contractual forum would be "so gravely difficult and inconvenient" that the party is deprived of a fair hearing — a high bar not met by cost or travel distance alone. The court noted that all types of damages Walburg sought are available in Oregon. Walburg's argument that he would have to travel over 1,000 miles was held insufficient under established Eighth Circuit precedent.
Public policy
Walburg argued that Minn. Stat. § 181.988, subd. 3, which prohibits employers from requiring Minnesota employees to adjudicate Minnesota claims outside the state, reflected a public policy against enforcing the clause. The court rejected this on two grounds: (1) § 181.988 addresses covenants not to compete and does not govern this dispute; and (2) even if it did, the statute applies only to employment agreements entered into after July 1, 2023, while the Agreement here was signed in May 2020. The court also noted that Minnesota courts routinely enforce forum-selection clauses and that enforcing them upholds public policy by holding parties to their bargains.
The court concluded the forum-selection clause is valid.
Step 3 — Enforceability: Public Interest Factors
Because the forum-selection clause is valid, under Atlantic Marine the court considers only public interest factors — not private convenience factors — and the party opposing transfer bears the burden of showing those factors "overwhelmingly disfavor" transfer.
The three relevant public interest factors are: (1) court congestion, (2) local interest in deciding localized controversies, and (3) familiarity with applicable law.
- Congestion: The District of Minnesota had approximately 9,978 pending civil cases in the 12-month period ending September 30, 2024, compared to 2,320 in the District of Oregon — roughly a 4:1 ratio. This factor weighed in favor of transfer. - Local interest: Because both a Minnesota citizen (Walburg) and an Oregon company (Biotronik) are involved, both jurisdictions have an equal interest in the outcome. This factor was neutral. - Familiarity with applicable law: Although Walburg's claims arise under Minnesota statutes, both courts are competent to apply the law of another state. This factor was also neutral.
Walburg did not make any arguments specifically addressing these factors. The court found he had not met his burden of showing the factors overwhelmingly disfavored transfer, and held the clause is enforceable.
Ruling
The court granted Biotronik's Motion to Transfer Venue and ordered the case transferred to the United States District Court for the District of Oregon. The Clerk of Court was directed to effectuate the transfer expeditiously. The alternative request to dismiss without prejudice was not separately ruled upon, as the transfer ruling resolved the motion.
Read the full 28-page opinion on CourtListener, the free public archive maintained by the Free Law Project.