Blattner Energy, LLC v. Fisher Associates, P.E., L.S., L.A., D.P.C.

Background

Blattner Energy, LLC ('Blattner') sued Fisher Associates, P.E., L.S., L.A., D.P.C. ('Fisher') in Stearns County District Court in Minnesota, asserting claims for professional malpractice and breach of contract arising out of a Master Engineering Services Agreement ('the Contract'). Fisher removed the case to federal court, invoking diversity jurisdiction under 28 U.S.C. § 1441(a) — the rule that allows a defendant to move a lawsuit to federal court when the parties are citizens of different states and the amount in controversy exceeds a certain threshold. Blattner then filed a Motion to Remand, seeking to return the case to state court.

The Contractual Provision at Issue

The Contract contained a 'Disputes' clause (paragraph 20) providing that if mediation was unsuccessful, 'litigation shall be conducted in Stearns County, Minnesota.' There is no federal courthouse in Stearns County, Minnesota. The parties did not dispute that the Contract was valid; the only issue was whether this forum-selection clause constituted a clear and unequivocal waiver of Fisher's right to remove.

Legal Standards

The right to remove a case to federal court can be waived by contract, but such waiver must be 'clear and unequivocal.' PR Group, LLC v. Windmill Int'l, Ltd., 792 F.3d 1025, 1026 (8th Cir. 2015). All doubts about federal jurisdiction are resolved in favor of remand. The court applied Minnesota contract law to interpret the forum-selection clause, noting that under Minnesota law, 'shall' reflects a mandatory imposition, and that contract language that is clear and unambiguous must be enforced according to its plain terms.

Analysis

The court held that the phrase 'litigation shall be conducted in Stearns County, Minnesota' is susceptible to only one reasonable interpretation: all litigation arising from the Contract must take place in Minnesota state court in Stearns County. Because there is no federal courthouse in Stearns County, the clause effectively mandates state court as the only permissible forum.

The court addressed and rejected Fisher's counterarguments in turn:

- Lack of the word 'court' or 'state court': The court found this absence immaterial. A court of law is the only place where litigation can be 'conducted,' and since there is no federal courthouse in Stearns County, the clause unambiguously points to state court.

- No express reference to 'removal': The court found an explicit prohibition on removal unnecessary. If the case were removed to federal court, it would no longer be 'conducted' in Stearns County as contractually required.

- The Eberhart precedent: Fisher cited MRP Trading I A, LLC v. Eberhart, 526 F. Supp. 3d 470 (D. Minn. 2021), for the proposition that 'shall' does not automatically make a forum-selection clause mandatory. The court distinguished Eberhart, in which the clause merely required that rights be 'enforceable' in Texas — language that left the parties options for alternative forums. Here, the clause designates Stearns County as the sole place for litigation, not merely one permissible option.

The court also cited Smart Communications Collier, Inc. v. Pope Cnty. Sheriff's Office, 5 F.4th 895 (8th Cir. 2021), where the Eighth Circuit found a similar clause designating a county without a federal courthouse to be clear, and City of New Orleans v. Municipal Admin. Services, Inc., 376 F.3d 501 (5th Cir. 2004), for the principle that establishing an exclusive venue within a contract satisfies the clear-and-unambiguous waiver standard.

Disposition

Judge Tunheim granted Blattner's Motion to Remand, ordering the case returned to Stearns County District Court.