Oldenburg v. Marsh & McLennan Agency LLC
- Jed Rakoff
- 1:25-cv-08335
- U.S. District Court · Southern District of New York
- 5
Oldenburg v. Marsh & McLennan, Judge Baggio, transferred the case to New York after enforcing employment-contract forum clauses, while granting in part and denying in part the motion.
Andrew Oldenburg and Marsh & McLennan Agency LLC are affected because the case was transferred from the District of Oregon to the Southern District of New York; the opinion does not resolve the underlying contract dispute.
What happened
In Oldenburg v. Marsh & McLennan Agency LLC, Andrew Oldenburg sought a declaration that contractual restrictions on competition were void and unenforceable. Marsh & McLennan moved to dismiss the case or transfer it based on forum-selection clauses in the employment contracts.
The court rejected Oldenburg’s arguments that the clauses were unfairly imposed, substantively improper, contrary to Oregon law, or outweighed by public-interest considerations. It concluded that no extraordinary circumstances justified keeping the case in Oregon.
Judge Baggio granted in part and denied in part the motion to dismiss or transfer and transferred the case to the U.S. District Court for the Southern District of New York. The opinion does not state that the underlying contract claims were resolved.
The detailed version
- Oldenburg v. Marsh & McLennan Agency LLC · No. 1:25-cv-08335
- Jed Rakoff
- Oct. 6, 2025
Background
Andrew Oldenburg brought the case against Marsh & McLennan Agency LLC and sought a declaratory judgment that contractual covenants were void and unenforceable restrictions on competition. Marsh & McLennan moved under Federal Rule of Civil Procedure 12(b)(6), which concerns whether a complaint states a legally sufficient claim, or alternatively sought transfer under 28 U.S.C. § 1404.
Forum-selection clauses
The employment contracts contained forum-selection clauses identifying New York as the forum for disputes. The court explained that state law governs whether such a clause is valid as a contract matter, while federal law governs whether it can be enforced. Once a valid and enforceable clause exists, the party opposing transfer must show that transfer is unwarranted.
Oldenburg argued that the clauses were procedurally unconscionable because of how they were presented and substantively unconscionable because they allegedly conflicted with Oregon law and public policy. The court rejected both arguments. It found that Oldenburg was an experienced insurance broker and that the clauses were obvious and written in plain language, which did not show the oppression required for procedural unconscionability. It also found that the Oregon statutes cited by Oldenburg did not establish a policy favoring Oregon as the forum for employment-contract disputes.
The court further rejected Oldenburg’s argument that enforcement violated federal law by conflicting with a strong Oregon public policy. It also concluded that Oregon’s interests, potential choice-of-law issues, and court-congestion considerations did not overcome the presumption favoring the parties’ agreed forum. The court found no extraordinary circumstances requiring denial of transfer.
Disposition
The court GRANTS in part and DENIES in part Marsh & McLennan’s Motion to Dismiss or Transfer Venue [7]. It TRANSFERS the case to the United States District Court for the Southern District of New York. The opinion does not specify which portion of the motion to dismiss was granted or denied, and it does not resolve the underlying dispute over the contractual restrictions.
Classification
This is a procedural order because the court transferred the case based on venue and forum-selection clauses rather than deciding whether the contractual restrictions were ultimately valid or enforceable.
Read the full 5-page opinion on CourtListener, the free public archive maintained by the Free Law Project.