Antares Reinsurance Company Limited v. National Transportation Associates, Inc.

Background

Antares Reinsurance Company Limited sued National Transportation Associates, Inc. (NTA) and Superior Risk Management, Inc. (SRM) in the Northern District of California. The claims arose from two 2017 reinsurance agreements: the Quota Share Agreement and the General Agency Agreement. Both agreements contained forum-selection clauses providing that disputes would be litigated in Tarrant County, Texas.

A separate action brought by United Specialty Insurance Company against SRM was pending in the Northern District of California. In that earlier case, NTA filed a third-party complaint against Antares. Antares, NTA, and United Specialty entered a venue stipulation waiving the contractual venue provisions solely for that earlier dispute and related matters arising from it. The stipulation stated that it did not waive the venue provisions for other claims or disputes. The third-party complaint was later voluntarily dismissed without prejudice.

Motion to Transfer

NTA and SRM moved under 28 U.S.C. § 1404(a) to transfer this case to the Northern District of Texas. They argued that the contractual forum-selection clause was mandatory, valid, and applied to this action. Antares did not dispute those points. Instead, Antares argued that NTA and SRM should be prevented from enforcing the clause under judicial estoppel, a doctrine that can bar a party from taking a position inconsistent with one it previously maintained in court.

Court’s Analysis

The court rejected Antares’s judicial-estoppel argument. First, NTA’s participation in the earlier California case was based on an express, limited waiver of the forum-selection clause for that particular dispute. Enforcing the clause for a different dispute was therefore not clearly inconsistent with NTA’s earlier position.

Second, the earlier third-party complaint had been voluntarily dismissed without prejudice, and no court had ruled on its allegations. The court found no risk that accepting the defendants’ current position would create the perception that either court had been misled.

Third, the court was not persuaded that the defendants gained an unfair advantage. The venue stipulation expressly preserved the forum-selection clause for other claims and disputes, and Antares did not contend that this case was a related matter arising from the earlier action.

Disposition

The court concluded that judicial estoppel did not apply and that Antares had not shown why the case should not be transferred to the agreed forum. Judge Jon S. Tigar granted the defendants’ motion to transfer venue. The clerk was directed to transfer the case to the Northern District of Texas, Fort Worth Division.