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Jarwin v. Dixie Electric, LLC

United States District Court, W.D. Oklahoma

June 23, 2017

JAMES JARWIN, an individual, Plaintiff,
v.
DIXIE ELECTRIC, LLC, a limited liability company, Defendant.

          ORDER

          VICKI MILES-LaGRANGE UNITED STATES DISTRICT JUDGE.

         Before the Court is Defendant Dixie Electric, LLC's Motion to Transfer Venue, filed April 4, 2017. On April 26, 2017, plaintiff responded, and on May 3, 2017, defendant replied. Based on the parties' submissions, the Court makes its determination.

         I. Background

         Plaintiff began his employment with defendant on or about March 2014. On or about February 2016, plaintiff was promoted to Regional Manager/Sales Representative, which included an increase in salary and a vehicle allowance. On March 17, 2016, plaintiff signed and emailed defendant an Employment Agreement, which set forth details of plaintiff's position as a Regional Manager/Sales Representative. The Employment Agreement was never signed by a representative of defendant; however, defendant paid plaintiff a $25, 000.00 signing bonus, pursuant to the agreement, and plaintiff commenced his duties as the Regional Manager/Sales Representative.

         On December 2, 2016, plaintiff submitted his letter of resignation to defendant, which made his resignation effective December 31, 2016. Upon plaintiff's resignation, defendant sent a letter to plaintiff notifying him that $5, 769.60 was withheld from plaintiff's final paycheck, as well as an additional $2, 340.90 was withheld for fuel reimbursement. Further, defendant informed plaintiff that it demanded $16, 889.50, the remaining portion of the signing bonus to be returned.[1] Plaintiff now alleges the following causes of action against defendant: (1) declaratory judgment; (2) unjust enrichment; (3) defamation; and (4) unpaid wages.

         Defendant now moves this Court for an Order transferring this matter to the United States District Court in the Western District of Texas, pursuant to the forum-selection clause within the Employment Agreement between plaintiff and defendant. Plaintiff contends that the Employment Agreement is not valid because a representative for defendant never signed the Employment Agreement and, therefore, the forum-selection clause is unenforceable. Further, plaintiff asserts that even if the Court finds the Employment Agreement valid, this matter should not be transferred because the forum-selection clause was permissive, not mandatory. Defendant contends that a signature was not required on its part to execute the Employment Agreement, particularly considering it performed pursuant to the Employment Agreement. Defendant further contends that the forum-selection clause was mandatory, and plaintiff has not presented any extraordinary circumstances that would defeat the enforceability of the forum-selection clause.

         II. Discussion

         A. Validity of the Employment Agreement[2]

         “[O]ne of the elements generally required to create an enforceable contract is ‘[e]xecution and delivery of the contract with an intent that it become mutual and binding on both parties.'” Baylor Univ. v. Sonnichsen, 221 S.W.3d 632, 635 (Tex. 2007) (citing Angelou v. African Overseas Union, 33 S.W.3d 269, 278 (Tex.App.-Houston [14th Dist.] 2000, no pet.)) (internal citations omitted). “Evidence of mutual assent in written contracts generally consist of signatures of the parties and delivery with the intent to bind.” Id. However, the Texas Supreme Court has recognized that where the contract does not expressly require a signature for execution, lack of a signature does not automatically invalidate a contract. See Mid-Continent Cas. Co. v. Global Enercom Mgmt., Inc., 323 S.W.3d 151, 157 (Tex. 2010) (“There is no language in the policies requiring both parties to sign the insured contract and there was no evidence raising a fact issue of the parties' intent to require that all parties to the subcontract sign it as a condition precedent to the subcontract's validity.”); see also Mailing and Shipping Sys. v. Neopost USA, Inc. d/b/a Hasler, 937 F.Supp.2d 879, 886 (W.D. Tex. 2013) (“Th[e] letter [] constitutes a written manifestation of mutual assent under Texas law, even though it lacks Plaintiff's signature.”).

         Having carefully reviewed the parties' submissions, the Court finds that the Employment Agreement is valid. Specifically, plaintiff, the party trying to invalidate the contract, delivered the Employment Agreement back to defendant via email stating: “[a]ttached is the signed copy of tmy Employment agreement. Thank you again for the opportunity and the support moving forward as we expand Dixie Electric's regional operating area into new markets.” Email from plaintiff to defendant regarding the Employment Agreement, attached as Exhibit A-1 to defendant's Mot. to Transfer. In turn, in its brief, defendant contends that it promoted plaintiff to Regional Manager/Sales Representative, compensated plaintiff at the contracted rate, allowed plaintiff to have access to its confidential information and delivered to plaintiff the contingent signing bonus. See defendant's reply at 5 (citing ¶¶ 10-11 of Exhibit 1, Declaration of David Czarnecki in Support of Defendant's Motion to Transfer Venue, attached to defendant's Mot. to Transfer). The Court finds that despite defendant's signature lacking from the Employment Agreement, a condition precedent not expressly found in the Employment Agreement, the parties' respective actions indicated a mutual agreement that the Employment Agreement would be binding on both parties. Therefore, the Court finds that the Employment Agreement was fully executed by both parties and, therefore, enforceable.

         B. Forum-Selection Clause

         i. Mandatory vs. Permissive Forum-Selection Clause

         “Mandatory forum selection clauses contain clear language showing that jurisdiction is appropriate only in the designated forum.” Hancock v. Am. Tel. & Tel. Co., Inc., 804 F.Supp.2d 1196, 1201 (W.D. Okla. 2011) (internal quotations omitted) (quoting K & V Scientific Co. v. Bayerische Motoren Werke Aktiengesellschaft, 314 F.3d 494, 498 (10th Cir. 2002)). “Permissive forum selection clauses, in contrast, . . . authorize jurisdiction in a designated forum, but do not prohibit litigation elsewhere.” Id. (internal quotations omitted) (quoting Excell, Inc. v Sterling Boiler & Mech., Inc., 106 F.3d 318, 321 (10th Cir. 1997)).

         Plaintiff contends that the forum-selection clause within the Employment Agreement is permissive, and that he only consented to personal jurisdiction in Texas, but did not waive his right to litigate a dispute related to the Employment Agreement in Oklahoma. Defendant asserts that the forum-selection clause in the Employment Agreement is mandatory, and that the parties agreed that any claims related to ...


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