Clark v. VIP PetCare, LLC

Background

Julie Kay Clark, representing herself, sued VIP Petcare, LLC concerning her work as a former independent contractor providing veterinary services at stores in the Middle Tennessee area. Her Second Amended Complaint alleged breach of contract, fraud, and an “unconscionable contract.” The case was originally filed in California state court and was later removed to the Northern District of California based on diversity jurisdiction.

Clark signed a contract with Gentle Doctor Tennessee, PLLC, which contains a provision stating that venue would be in the state where the contractor resides. The contract also contains a California choice-of-law provision. Gentle Doctor is not a party to this case, and the opinion states that Clark did not clarify Gentle Doctor’s relationship with VIP. Clark referred to the Gentle Doctor contract as her contract with VIP.

Forum-Selection Clause

VIP argued that the forum-selection clause supported transfer. The court concluded that the clause was not binding between Clark and VIP because VIP was not a party to the contract and had provided no authority showing that it could rely on that contract’s clause. The court therefore applied the ordinary venue-transfer analysis under 28 U.S.C. § 1404(a).

Transfer Analysis

The court first determined that the case could have been brought in the Middle District of Tennessee. Clark did not dispute that point. The court then weighed convenience and fairness factors, including the plaintiff’s choice of forum, convenience to the parties and witnesses, familiarity with applicable law, and each forum’s local interest.

Clark lived in White Bluff, Tennessee, within the Middle District of Tennessee, and her relevant employment occurred entirely there. Because she did not reside in the Northern District of California and did not suffer the alleged violations there, the court gave her choice of California only little weight.

VIP did not identify specific witnesses, their locations, or the substance and relevance of their testimony, so the court found that VIP had not independently shown that witness convenience favored Tennessee. Nevertheless, based on the location of Clark’s work, the court found that likely nonparty witnesses—such as former coworkers, managers, and technicians—would probably be in Tennessee and likely outside the California court’s subpoena power. The court also found that transfer would be more convenient and cost-effective for Clark, who lived in Tennessee. It found no relevant case-related contacts between VIP and California based on the record before it.

The court treated the two forums’ ability to apply California law as neutral. It rejected Clark’s argument that differences in California and Tennessee damages law made California the better forum, explaining that those differences did not show that a Tennessee court could not apply California law. The court also found that court congestion did not favor transfer because VIP had not shown that cases would be resolved more quickly in Tennessee. Tennessee’s local interest in resolving a dispute involving work performed there weighed in favor of transfer.

The court concluded that Clark’s forum choice weighed against transfer but deserved little deference, while convenience for the parties and witnesses and Tennessee’s local interest favored transfer. The remaining factors were neutral.

Ruling

Judge Araceli Martinez-Olguin granted VIP’s motion to transfer venue. The Clerk was directed to transfer the case to the Middle District of Tennessee and close the Northern District of California case. Because the court granted the transfer motion, it did not consider VIP’s pending motion to dismiss; the opinion states that VIP may re-file that motion in the Middle District of Tennessee after the transfer.