TD srl v. ITALIA GRANITE SUPPLY

Background

TD srl sold Italia Granite Supply, LLC sixty-one marble slabs. The slabs were shipped from Italy to Salt Lake City under an MSC sea waybill dated May 16, 2022. When the slabs arrived, Italia Granite said they were damaged, attempted to reject them, and refused to pay its remaining invoice to TD.

TD later sued Italia Granite for breach of contract in Utah state court. Italia Granite filed a third-party complaint against Mediterranean Shipping Company (USA), Union Pacific Railroad Company, David & Ruby Trucking, LLC, and Does 1–10. The third-party complaint asserted negligence and gross negligence, liability under the Carmack Amendment, liability under the Carriage of Goods by Sea Act, indemnification, negligent or breached bailment, and contribution. Mediterranean Shipping removed the case to the federal district court in Utah.

The sea waybill contained a forum-selection clause. For shipments to or from the United States, it required lawsuits to be filed exclusively in the United States District Court for the Southern District of New York and required United States law to apply.

Arguments

Mediterranean Shipping moved to dismiss the third-party complaint under Federal Rule of Civil Procedure 12(b)(6), arguing that the claims were barred by the Carriage of Goods by Sea Act’s one-year limitations period and that Italia Granite had sued the wrong MSC entity. In the alternative, it moved to transfer the case to the Southern District of New York under the forum-selection clause and 28 U.S.C. § 1404(a).

Italia Granite argued that the forum-selection clause was invalid because the waybill’s terms were unconscionable. It also argued that transferring the case would be unfair, undermine judicial economy, and separate its claims against Mediterranean Shipping from the other claims. Italia Granite further argued that Utah had stronger connections to the dispute than New York.

Forum-selection clause

The court applied federal law to the enforceability of the forum-selection clause. It explained that such clauses are generally presumed valid and should be enforced unless the opposing party shows that enforcement would be unreasonable.

The court rejected Italia Granite’s unconscionability argument because Italia Granite challenged the waybill and its terms generally, rather than alleging that the forum-selection clause itself was unconscionable. The court also rejected Italia Granite’s arguments based on the parties’ preferred forum, possible claim separation, Utah’s connections to the case, and the claimed absence of the terms from the version of the waybill Italia Granite received. The court stated that these arguments did not establish that this was one of the exceptional cases in which a valid forum-selection clause should not control.

Disposition

The court held that Italia Granite had not successfully challenged the validity or enforceability of the forum-selection clause. It therefore granted in part Mediterranean Shipping’s motion, granted the motion to transfer venue, and transferred the case to the United States District Court for the Southern District of New York.

Because the case was being transferred, the Utah court did not decide Mediterranean Shipping’s motion to dismiss. The order states that the Utah court therefore lacked jurisdiction to consider that motion and that Mediterranean Shipping could refile it in the transferee court. Judge David Barlow signed the order on November 5, 2025.