Courtelis v. Rosenberg

Background

Kiki Courtelis sued Kailen Rosenberg and Global Love Mergers, Inc. d/b/a Kailen Love and Life Architects. The opinion states that Global Love Mergers operated the Love Architects matchmaking business and that Rosenberg was its chief executive officer and sole owner.

Courtelis alleged that she entered a matchmaking contract requiring her to pay $250,000 for an elite matchmaking program, plus additional hourly fees and travel expenses. She claimed that Rosenberg used the matchmaking relationship to persuade her to invest in a dating application. Courtelis alleged that Rosenberg made false statements about her own investment and potential buyers for the application, delayed or interfered with its development, and used funds from Courtelis’s companies for personal expenses and other businesses.

The amended complaint asserted three claims related to the matchmaking contract—breach of contract, fraudulent inducement, and negligent misrepresentation—against Rosenberg personally. It also asserted three claims related to the dating-application investment—fraudulent inducement, negligent misrepresentation, and civil conspiracy—against the defendants. Count VII alleged unjust enrichment.

Defendants’ arguments

The defendants moved to dismiss under Federal Rule of Civil Procedure 12(b)(6), which tests whether a complaint adequately states a legal claim. They argued that the matchmaking claims were subject to mandatory arbitration and that Courtelis could not pursue certain claims because she lacked standing. They also argued that the case should be dismissed under the doctrine of forum non conveniens, or alternatively transferred under 28 U.S.C. § 1404(a), because the matchmaking contract contained a forum-selection clause.

The contract stated that Minnesota law governed and that litigation between the parties, to the extent permitted, had to be brought in the District Court for the Fourth Judicial District, Hennepin County, Minnesota. Courtelis did not dispute the contract’s validity or existence, but argued that Rosenberg could not enforce the clause because she had not signed the contract.

Forum-selection clause and transfer

The court concluded that Rosenberg could enforce the forum-selection clause under either of two theories. First, equitable estoppel can prevent a contract signatory from relying on the contract to assert claims against a nonsignatory while avoiding the contract’s forum provision. The court found that Courtelis’s matchmaking claims depended on, referred to, and were closely connected with the contract. Second, the court found that Rosenberg was sufficiently closely related to the dispute because she was the sole owner of the company that signed the contract.

The court treated the defendants’ request as a request for transfer under § 1404(a), rather than dismissal. It explained that transfer is the appropriate federal-court remedy when a contractual forum-selection clause points to another federal district. The court found that the clause was valid and enforceable, and that Courtelis had not shown that transferring the case to Minnesota was unwarranted. It also noted that the contract selected Minnesota law and that a Minnesota court would presumably be more familiar with that law.

The court separately considered the dating-application claims, which were not covered by the matchmaking contract’s forum-selection clause. It found that the claims could have been brought in Minnesota, that most witnesses were in Minnesota, and that the dating-application and matchmaking claims involved overlapping witnesses and facts. Transferring all claims would avoid duplicative or piecemeal litigation and promote judicial efficiency.

The court also ordered the unjust-enrichment claim transferred. It reasoned that the claim was inseparable from the contract-related claims because deciding it would require examining the matchmaking contract and the parties’ performance under it. The court stated that the forum-selection clause deprived it of authority to address the merits of that claim.

Disposition

The court denied the defendants’ Motion to Dismiss without prejudice because transfer under § 1404(a) was the appropriate way to enforce the forum-selection clause. It ordered the Clerk to transfer the action to the Federal District Court for the District of Minnesota and struck the matter from the active docket of the Eastern District of Kentucky. The order did not decide the underlying merits of Courtelis’s claims.