RBG Management Corp. v. Village Super Market, Inc.

Background

RBG Management Corp., doing business as Morton Williams Supermarkets, sued Village Super Market, Inc. Morton Williams alleged, among other things, that Village tortiously interfered with Morton Williams’s long-term agreement with Wakefern Food Corp. to supply private-label grocery products. The court had previously dismissed all but that tortious-interference claim.

The supply agreement contains a forum-selection clause requiring claims and disputes arising out of or connected with the agreement to be adjudicated in New Jersey state or federal court. Wakefern, which is not a party to the New York case, later sued Morton Williams in the District of New Jersey concerning the same agreement. Morton Williams asserted a breach-of-contract counterclaim in that related case.

Village moved under 28 U.S.C. § 1404(a) to transfer Morton Williams’s case to the District of New Jersey. Magistrate Judge Ona Wang granted the motion. Morton Williams objected under Federal Rule of Civil Procedure 72(a), arguing that the forum-selection clause did not apply, that Village had waived reliance on it, and that the magistrate judge had failed to properly consider the litigation history and alleged forum shopping.

Court’s Analysis

The district court reviewed the transfer order to determine whether it was clearly erroneous or contrary to law. It held that the case could have been brought in New Jersey because Village is a New Jersey corporation with its principal place of business there.

The court held that Village could enforce the forum-selection clause even though it was not a signatory to the supply agreement. It found that Village had a sufficiently close relationship with Wakefern, including through Village’s alleged ownership interest, board and committee participation, influence over Wakefern’s operations, and financial relationship with Wakefern. The court also found that Village’s interests were directly related to Wakefern’s interests and that Morton Williams’s tortious-interference claim was integrally related to any breach-of-contract claim against Wakefern.

The court further held that the clause covered Morton Williams’s claim against Village because deciding the tortious-interference claim required determining whether Wakefern breached the supply agreement. The court rejected Morton Williams’s argument that the clause applied only to disputes between the agreement’s signatories.

The court did not decide whether Village waived the ability to seek dismissal based on improper venue. It held instead that Village had not waived the ability to seek transfer under Section 1404(a), and that the forum-selection clause remained relevant to the transfer analysis.

The court also concluded that transfer would promote judicial efficiency by allowing the related New York and New Jersey cases to proceed together. It noted that discovery in the New York case was limited, had been stayed while the transfer motion was pending, and that no summary-judgment motions or trial date had been set. The court rejected Morton Williams’s forum-shopping argument, stating that Village had a reason to wait for the ruling on its motion to dismiss and that the related New Jersey case had been filed under a valid forum-selection clause.

Finally, the court explained that an applicable and enforceable forum-selection clause gives no weight to the plaintiff’s choice of forum and generally requires private-interest factors to favor the selected forum. Morton Williams did not object to the relevant public-interest factors.

Disposition

Judge Keel L. Rochon held that Magistrate Judge Wang’s transfer order was not clearly erroneous or contrary to law. The court overruled Morton Williams’s objections and affirmed the transfer order. The clerk was directed to transfer the case to the United States District Court for the District of New Jersey. This order addressed venue; the opinion does not resolve the merits of Morton Williams’s remaining tortious-interference claim.