E.D.N.C.: Summitbridge v. Faison- No Unsecured Claim for Attorneys Fees for Under Secured Creditor

Summary:

In a Chapter 11 case, Summitbridge held a secured (but under secured) claim, which was satisfied, pursuant to the confirmation order, by tender of the collateral. Summitbridge then filed an additional unsecured, nonpriority claim for it attorneys fees, pursuant to its promissory note, in the amount of 15% of the outstanding indebtness, totaling more than $300,000. The bankruptcy court disallowed this unsecured claim.

In affirming, the district court recognized the line of cases that “reasoned that claims for post-petition attorneys’ fees are contingent, unliquidated claims which are not precluded by Section 502 and are thus allowable. See In re 804 Congress, L.L.C., 756 F.3d 368 (5th Cir. 2014), on remand, 529 B.R. 213 (Bankr. W.D. Tx. 2015); In re SNTL Corp., 571 F.3d 826, 842 (9th Cir. 2009); In re Welzel, 275
F.3d 1308 (11th Cir. 2001)); see also Ogle v. Fid. & Deposit Co. of Maryland, 586 F.3d 143, 148
(2d Cir. 2009). As none of these were precedent, the district court nonetheless agreed with the bankruptcy court, since the express allowance of post-petition attorneys fees to unsecured creditors in some circumstances indicates that the lack of express allowance in others is not permitted. To allow attorneys fees for an under secured creditor would render the restriction in 11 U.S.C. § 506(b) superfluous. It would also diminish the distribution to other unsecured creditors.

Commentary:

While this was a Chapter 11 case, there is no reason that it should not equally apply in Chapter 13 cases. That would have the effect of precluding the allowance of attorney’s fees for under secured creditors under 11 U.S.C. § 506(b). (Or for those for which, pursuant to the Hanging Paragraph of 11 U.S.C. § 1325(a), U.S.C. § 506 does not apply.) First among these would be most liens secured by cars or other personal property, which more often than not is underwater. The standard practice of allowing creditor’s attorneys fees and costs in the resolution of a Motion for Relief should be questioned and denied, absent some other statutory basis, such as § 330 (a)(4)(B), which allows payment to of fees for the debtor’s attorney, or § 1322(e), which allows for contractual fees in a plan curing a default. (Since §1322(e), is not, unlike §1322(a), (b), and (c) or §1325(a), incorporated in the provisions for modification under §1329, it should not serve as a basis for allowance of post-petition attorney’s fees for a secured creditor following a proposed cure of a post-petition default.)

For a copy of the opinion, please see:

Summitbridge v. Faison- No Unsecured Claim for Attorneys Fees for Under Secured Creditor

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Bankr.  M.D.N.C.: In re Young- Denial of DischargeBankr.  M.D.N.C.: In re Young- Denial of Discharge

Summary:

In their Chapter 7, the Youngs agreed, in a court approved settlement,  to allow the sale of their residence, splitting the net proceeds  equally with the Trustee and were to keep “only those furnishings necessary to furnish their new residence”, with the remainder of their personal property  to be auctioned.  After initially identifying the property they were to retain with the Trustee’s auctioneer, the Young sold all of their additional property with a different auction company, using the funds to pay for moving costs.  It appears that the proceeds from the sale of the personal property amounted to $937.50.  The Trustee and Bankruptcy Administrator then sought denial of the Youngs’ discharge pursuant to 11 U.S.C. § 727(a)(2).

While recognizing that this was “no small request”, the bankruptcy court proceeded to analyze the Young’ actions for an actual intent to ‘hinder, delay, or defraud’, as “constructive intent is not sufficient.”  In re Bowen, 498 B.R. 584, 588 (Bankr. W.D. Va. 2013) (citing In re Smoot, 265 B.R. 128, 142 (Bankr. E.D. Va. 1999), subsequently aff’d sub nom. Tavenner v. Smoot, 257 F.3d 401 (4th Cir. 2001); Zanderman, Inc. v. Sandoval (In re Sandoval), 153 F.3d 722, 1998 WL 497475, *2 (4th Cir. 1998) (unpublished)).  This requires more than “insignificant or trivial delay or impairment.”  In re McGalliard, 183 B.R. 726, 732 (Bankr. M.D.N.C. 1995), with factors (consolidated from several opinions) including:
1.  Whether the transaction:

a. Was conducted at arm’s length, examining the relationship between the Debtor and the Transferee;

b. Lacked consideration for the conveyance;

c. Liquidated the assets into cash;

d. Transferred the Debtor’s entire estate;

e. Reserved for the Debtor benefits, control, or dominion of the assets.

2. The timing of the transfer relative to:

a. The Debtor’s insolvency, indebtedness, or filing of the bankruptcy petition;

b. The Pendency or threat of litigation;

c. Whether the debtor was aware of the existence of a significant judgment or overdue debt;

d. Whether the debtor is aware that a creditor is in hot pursuit of its judgment/claim.

3. Secrecy or concealment of the transaction.

Here the bankruptcy court found that the actions by the Youngs satisfied many of these factors, including unauthorized sale of the personal property and retention of cash themselves, immediately before the property was to be sold by the Trustee.  Accordingly, the bankruptcy court denied their discharge.

Additionally, the bankruptcy court found that the estate had been damaged by the Youngs’ illicit sale  of the personal property, finding that the request by the Trustee either for turnover of the property or the proceeds from the sale.  Finding that “present possession” of property was not necessary, but that the Trustee could “recover from an entity that had possession of estate property at any time during the case and allows the trustee to recover the value of such property.” In re Price, No. 06-62721-MGD, 2006 WL 6589883, at *2 (Bankr. N.D. Ga. Sept. 20, 2006).  Additionally, the bankruptcy court held that its contempt power would support a money judgment for the proceeds.

Commentary:

The money judgment/turnover is a partial solution for a Trustee stymied by the holding by the Supreme Court in Law v.  Siegel, which held that a debtor’s exemptions could not be surcharged,  even in the face of fraudulent behavior.  Here the Youngs will not lose their exemption, but in addition to losing their discharge will have additional debt of $937.50 to the estate following this case.

It would likely have been better if the auctioneer had compiled an itemized list of personal property that the Youngs were to retain and those they would be turning over for auction.  Even better if possession had been taken immediately.  Either would have minimized or eliminated the risk of the illicit sale occurring.  Additionally, the costs of itemizing and storing these assets would have perhaps induced a Trustee to be less interested in administering personal property assets worth less than $1,000.00.

While this would not likely have had an affect on their behavior in this case, it is not clear, either from this opinion or the settlement, why the Youngs agreed to split the net proceeds from the sale of the house equally, but still capped at their exemptions, with the Trustee rather than insisting that their exemption be paid first.  That question was ultimately moot, as the Trustee was unable to find any buyers for the homestead and abandoned it to the secured creditors.

Lastly, there is still another pending adversary proceeding, where the Trustee is seeking to avoid an alleged fraudulent conveyance of a different piece of real property from the Youngs to Mrs.  Young’s brother and nephew.

For a copy of the opinion, please see:

In re Young- Denial of Discharge

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Law Review: Cain- The Bankruptcy of Refusing to Hire Persons Who Have Filed Bankruptcy

Abstract:

In 1978, Congress made it illegal for government employers to deny employment to, terminate the employment of, or discriminate with respect to employment against a person who has filed bankruptcy. In 1984, Congress extended this prohibition to private employers by making it illegal for such employers to terminate the employment of, or discriminate with respect to employment against a person who has filed bankruptcy. Under the law as it currently exists, private employers can refuse to hire a person who has filed bankruptcy solely because that person has filed for bankruptcy. Meanwhile, employers have substantially increased their use of credit history checks as a pre-employment screening device. Credit history checks will disclose bankruptcy filings, and because blacks and Latinos are overrepresented among bankruptcy filers, these groups are disproportionately affected by bankruptcy discrimination. This disparate impact probably violates Title VII of the Civil Rights Act of 1964. Moreover, there is scant empirical support for the proposition that creditworthiness is a reliable proxy for workplace performance or employee trustworthiness.

Relying on bankruptcy status simpliciter is antithetical to a core purpose of the bankruptcy system, which is to give debtors a fresh start. Employers’ prerogatives to operate according to whatever employment policies and practices they want should be balanced against employees’ and potential employees’ right to participate in the labor market in an environment free from irrational discrimination. It is irrational to deny employment to a person who is or was a debtor if the person is otherwise qualified, and the job can be successfully performed regardless of bankruptcy status. To allow such discrimination makes the bankruptcy system’s promise of a fresh start illusory.

Commentary:

In addition to a review of the case law relating to restrictions on private and government employment discrimination based on bankruptcy, this article also provides a very in depth review of how lending practices impact bankruptcy filings based on race, leading to potential disparate impacts of bankruptcy in hiring and which could be prohibited under the Title VII of the Civil Rights Act.

For a copy of the paper, please see:

The Bankruptcy of Refusing to Hire Persons Who Have Filed Bankruptcy

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Bankr. E.D.N.C.: In re Redding – Substantial and Unanticipated Change In Circumstances for Modification of Chapter 11

Summary:

Ms. Redding’s Chapter 11 plan was confirmed providing that she was to have six months in which to market and sell her principal residence and was required to make adequate protection payments on the mortgage claim of $1,000.00 per month during that time. After failing to do either, Ms. Redding filed a motion to modify, asserting that the a possible increase in the value of the real property, due to potential grants to ameliorate flooding problems.

The bankruptcy court found that the standard for modification of a Chapter 11 plan was same the “substantial and unanticipated circumstances” standard in Chapter 13. See Murphy v. O’Donnell (In re Murphy), 474 F.3d 143, 150 (4th Cir. 2007) (discussing analysis developed in In re Arnold, 869 F.2d 240, 243 (4th Cir. 1989)). Under this, the speculative change in circumstances offered by Ms. Redding was not “substantial”.

Commentary:

Obviously, if the flood grants do cause an substantial increase in the property values before there is a final foreclosure sale, that would then be unanticipated.

For a copy of the opinion, please see:

Redding – Substantial and Unanticipated Change In Circumstances for Modification of Chapter 11

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Bankr. E.D.N.C.: In re Gonyo- Marital Adjustments to CMI

Summary:

The Bankruptcy Administrator sought dismissal of Mrs. Gonyo’s Chapter 7 arguing that she improperly excluded several of her non-filing husband’s expenses as “marital adjustments” from her Current Monthly and also failed to include both the couple’s tax refund and her husband’s incentive pay in that calculation.

In reaching the later conclusion, the bankruptcy court defined “income” as “a gain or recurrent benefit . . . that derives from capital or labor.” In re Sanchez, No. 06-40865, 2006 WL 2038616, at *2 (Bankr. W.D. Mo. 2006) and that her husband’s incentive pay received during the preceding six calendar months was included in CMI.

As to the tax refund, Mrs. Gonyo argue that since it was received outside the six calendar months it was not included in CMI. The bankruptcy court, however, held that Mrs. Gonyo’s portion of the tax refund must be pro rated over 12 months to adjust the actual tax liability deduction in the Means Test.

In regard to the Marital Adjustment, the bankruptcy court held that only those expenses that “do not support, benefit, or otherwise affect household members” (emphasis in the original) and that are “purely personal in character to the non-debtor spouse” (emphasis again in the original) are appropriate . The bankruptcy court rejected Mrs. Gonyo’s contention, from In re Gregory, No. 10-09739-8-JRL, 2011 WL 5902884 (Bankr. E.D.N.C. Aug. 17, 2011), aff’d sub nom. Bankr. Adm’r v. Gregory, 471 B.R. 823 (E.D.N.C. 2012), that expenses not necessary for the “day-to-day functioning of the household” was a controlling factor. Accordingly, the expenses for the RV, the college expenses for two children and the soccer expenses for a third were household expenses that could not be excluded under the marital adjustment.

Lastly, the bankruptcy court held that the failure to include all applicable income and the accumulation of $40,000 in debt in just her name since her prior bankruptcy, raised concerns about abuse under the totality of the circumstances of § 707(b)(3), but that the court was not required to address, since the case would be dismissed under § 707(b)(1).

Commentary:

While Mrs. Gonyo has converted her case to Chapter 13, many of these issues may not have been thrown into such sharp relief if the case had originally been filed with some dividend proposed to the sole unsecured creditor.

For a copy of the opinion, please see:

Gonyo- Marital Adjustments to CMI

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Bankr. E.D.N.C.: Ohnmacht v. Commercial Credit Group, Inc. – Subject Matter Jurisdiction to Determine Non-Bankruptcy Causes of Action Related to Discharge Violation

Summary:

The Ohnmachts, having completed their Chapter 11 plan and received a discharge, sent a demand letter to Commercial Credit Group demanding that the judgment against them be cancelled. When CCG declined, they re-opened their bankruptcy and brought an adversary proceeding asserting breach of contract, violation of N.C. Gen. Stat. § 1-239 and § 75-1.1 et seq, intentional and negligent infliction of emotional distress, negligence and seeking relief under the Federal Declaratory Judgment Act (“FDJA”), 28 U.S.C. § 2201(a). They also included in a Motion for Contempt and Sanctions for alleged violation of provisions the preference judgment, the plan, confirmation order, and the discharge injunction.

CCG moved to dismiss the seven non-bankruptcy causes of action, asserting that the bankruptcy court lacked subject matter jurisdiction to determine such.

The Ohnmachts first contention was that their Confirmed Plan retained subject matter jurisdiction. The bankruptcy court rejected this holding that “retention of jurisdiction provisions … are superfluous and do not confer the court with subject matter jurisdiction” that it would not otherwise have.

Next the Ohnmachts asserted that under either the law of the case doctrine or judicial estoppel that CCG should be precluded from asserting that the bankruptcy court lacked subject matter jurisdiction. The law of the case doctrine dictates that “when a court decides upon a rule of law, that decision should continue to govern the same issues in subsequent stages in the same case.” Christianson v. Colt Indus. Operating Corp., 486 U.S. 800, 816 (1988) (quoting Arizona v. California, 460 U.S. 605, 618 (1983) (emphasis added in this opinion)). This does not, however, apply to subject matter jurisdiction as Rule 12(h)(3) requires that “[i]f the court determines at any time that it lacks subject matter jurisdiction, the court must dismiss the action.” Fed. R. Civ. P 12(h)(3) (emphasis added in this opinion). That CCG asserted, in a separate third-party action that the bankruptcy court had subject matter jurisdiction “to the same extent” as in the Ohnmacht’s adversary proceeding, did not constitute judicial estoppel, which applies only to facts and not the law or legal theories.

Turning then to whether it had subject matter jurisdiction over the non-bankruptcy causes of action raised by the Ohnmachts, the bankruptcy court held that none “arose under” the Bankruptcy Code, but were either state law based or sought declaratory relief under the FDJA, which only applies if a court has jurisdiction. Similarly, jurisdiction for proceedings “arising in” the bankruptcy case did not apply, as such claims must have “no existence outside of the bankruptcy.” See Bergstrom v. Dalkon Shield Claimants Trust (In re A.H. Robins Co.), 86 F.3d 364, 372 (4th Cir. 1996) and Gupta v. Quincy Med. Ctr., 858 F.3d 657 (1st Cir. 2017). The bankruptcy court held that the breach of contract claim does not extend “arising in” jurisdiction. The FDJA claim had no independent “arising in” jurisdiction. The other causes of action “can and do exist” outside the bankruptcy case. Lastly, the bankruptcy court held that it did not have “related to” jurisdiction, as the outcome of this adversary proceeding would have no effect on a completed Chapter 11 plan.

The bankruptcy court did find, nonetheless, that it had jurisdiction over the Contempt Motion.

Commentary:

Since, following Houck v. Lifestore, the federal district court may have had original, subject matter jurisdiction to hear the discharge violation, it would seem that it would then have been able to decide the other seven causes of actions, making the lawsuit their a better option.  (In Houck, the 4th Circuit held the district court had jurisdiction over stay violations under 11 U.S.C. §362(k), which provides a specific cause of action,  whereas discharge violations proceed more generally from 11  U.S.C. §105 and/or the inherent authority of a court to enforce its own orders.  That may limit the underlying jurisdiction for a district court.)

The bankruptcy court commented in Footnote 4 that “[t]his entire matter could have been avoided if [CCG] had engaged outside counsel sooner or attempted to work to fashion a remedy to the issues raised in the Demand Letter. Competent corporate counsel should know when to engage professionals who have knowledge and experience in a specific discipline.” This does not bode well for CCG on the Contempt Motion. Stay tuned.

For a copy of the opinion, please see:

Ohnmacht v. Commercial Credit Group, Inc. – Subject Matter Jurisdiction to Determine Non-Bankruptcy Causes of Action Related to Discharge Violation

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E.D.N.C.: Spoor v. Barth- Denial of Sanctions and Vexatious Multiplication of Litigation

Summary:

Mr. Barth commenced an adversary proceeding seeking a declaratory judgment that various state court actions by Mr. Spoor could have been brought by the bankruptcy trustee, who had previously signed a release of such actions, and that Mr. Spoor should be required to dismiss those actions. The bankruptcy court instead dismissed Mr. Barth’s adversary proceeding on the grounds that such relief was prohibited by the Anti-Injunction Act, 28 U.S.C. § 2283. The bankruptcy court declined, however, to award the sanctions sought by Mr. Spoor pursuant to North Carolina Rule of Civil Procedure 11, 28 U.S.C. § 1927, 11 U.S.C. § 105, and Bankruptcy Rule 9011, against Mr. Barth, holding that none of his filings were frivolous, vexatious or in bad faith.

Finding that it was not “clearly erroneous” for the bankruptcy court to have held that Mr. Barth’s arguments were, while not persuasive, also not frivolous, the district court affirmed.

Commentary:

This case is somewhat unusual as it is an affirmation by the Eastern District of North Carolina of a decision by a Middle District bankruptcy judge, sitting by designation in an Eastern District bankruptcy case.

For a copy of the opinion, please see:

Spoor v. Barth- Denial of Sanctions and Vexatious Multiplication of Litigation

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Law Review: Darolia, Rajeev & Ritter, Dubravka – Strategic Default Among Private Student Loan Debtors: Evidence from Bankruptcy Reform

Abstract:

Bankruptcy reform in 2005 restricted debtors’ ability to discharge private student loan debt. The reform was motivated by the perceived incentive of some borrowers to file bankruptcy under Chapter 7 even if they had, or expected to have, sufficient income to service their debt. Using a national sample of credit bureau files, we examine whether private student loan borrowers distinctly adjusted their Chapter 7 bankruptcy filing behavior in response to the reform. We do not find evidence to indicate that the moral hazard associated with dischargeability appreciably affected the behavior of private student loan debtors prior to the policy.

Commentary:

As the authors conclude that, absent any evidence of moral hazard by allowing borrowers to discharge private student loans, “policymakers are faced with the challenge of weighing the burden placed by restrictions to bankruptcy protection on struggling nonopportunistic debtors against the benefits of expanded credit availability.”

While certainly a valuable corrective to the prevailing belief that borrowers are the parties that game the system, this study is only partially accurate or complete. The authors do not conclude that private student lenders (and the universities, both private, public and for-profit that work hand-in-glove with the private student lenders) are without their own moral hazards in making loans with no liability themselves.

For a copy of the paper, please see:

Strategic Default Among Private Student Loan Debtors: Evidence from Bankruptcy Reform

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Bankr. E.D.N.C.: In re Spirakis – Subrogation of Creditors Rights to Third Party Payee

Summary:

Through a complicated series of transactions and guarantees, Georgia Spiliotis sought to subrogate to the rights of Bank of North Carolina against the debtors, Nicolas & Mary Spirakis.

The bankruptcy court first differentiated between conventional subrogation, “is founded upon the
agreement of the parties.” Joyner v. Reflector Co., 176 N.C. 274, 276, 97 S.E. 44, 46 (1918), and legal subrogation which “is an equitable remedy applied as a “means to substitute, to put one
person in the place of another; and is usually exercised where one person has become liable for, or
has been compelled to pay money for, another.” Vaughan v. Jeffreys, 119 N.C. 135, 141, 26 S.E. 94,
96 (1896). Here Ms. Spiliotis sought legal Subrogation.

For legal subrogation to applied, the court applied a five part test:

(1) a payment was made by the subrogee to protect [her] own interest;
(2) the subrogee must not have acted as a volunteer;
(3) the debt paid must have been one for which the subrogee was not primarily liable;
(4) the entire debt must have been paid; and
(5) subrogation must not work any injustice to others.

See Frederick v. Southern Fidelity Mut. Ins. Co., 221 Case 14-00095-8-SWH Doc 148 Filed 10/30/17 Entered 10/30/17 17:20:45 Page 9 of 19 N.C. 409, 410 (1942) (applying South Carolina law and citing Dunn v. Chapman, 149 S.C. 163, 170, 146 S.E. 818, 820 (1929)).

Applying these factors, the bankruptcy court held that Ms. Spiliotis would be unlikely to be able to satisfy all requirements for subrogation and, even if she did, the collection rights of BNC would no longer likely exist.

Commentary:

Bankruptcy estates and their Trustees, as third parties, would be neither volunteers nor primarily liable and would likely be able to assert the collection right for creditors that were paid in full in a bankruptcy. While this would most obviously include seeking contribution from other debtors, it is not impossible to imagine that could also include guarantors, including perhaps even the federal government, for VA and Fannie Mae/Freddie Mac mortgages. It could also include pursuing claims against mortgage servicers on behalf of the underlying note holders.

While Chapter 7 Trustees rarely pay such secured creditors in full, it is not unheard of for Chapter 13 estates to pay the entire claim of a mortgage. (QUERY: Would payment of a crammed down debt suffice?) As such, they could potentially seek contribution from the government or mortgage servicers for the benefit of other creditors.

For a copy of the opinion, please see:

Spirakis – Subrogation of Creditors Rights to Third Party Payee

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W.D.N.C.: Morgen v.  Student Loan Finance Corporation- Forum Selection ClauseW.D.N.C.: Morgen v.  Student Loan Finance Corporation- Forum Selection Clause

Summary:

Ms.  Morgen brought suit alleging violations of the Fair Credit Reporting Act and Student Loan Finance (“SLF”) moved for a change of venue to South Dakota based on a forum selection clause in the contract.
Ms.  Morgen’s initial objection that the loan applications and promissory notes proffered by SLF  had no affidavits from record keepers   denied as the court held that such would be precluded as evidence in a consideration of a motion for summary judgment, but, in part because “there is no plausible contention that these documents are inauthentic,”  allowed them for determination of venue.

In evaluating the forum selection clause,   the  court  first determined  whether it was  mandatory or permissive, with only mandatory forum selection being binding.  Finding that the specific language in the contract both used “shall”, rather than “may”, and referenced South Dakota’s long arm jurisdiction, the district court held that the forum selection was mandatory.
Turning then to evaluate whether the provision was valid and enforceable, the district court examined whether the it was unreasonable based on the following test:

(1) whether its formation was induced by fraud or overreaching;

(2) whether the complaining party will be deprived of their day in court because of grave inconvenience or unfairness of the selected forum;

(3) whether there is fundamental unfairness of the chosen law in depriving the plaintiff of a remedy; or

(4) whether its enforcement would contravene a strong public policy of the forum state.
See Allen v. Lloyd’s of London, 94 F.3d 923, 928 (4th Cir. 1996).

With no evidence of fraud or overreach, the district court held that since the loans were taken out when Ms.  Morgen lived in Minnesota, South Dakota was not a great distance at that time.  Further, since the claims were based solely on federal law, Ms.  Morgen would not face unfairness by being subject to South Dakota, rather than North Carolina law.  Additionally, while N.C.G.S. § 22B-3 holds that forum selection provisions are void as against public policy, the contract was not entered into while Ms.  Morgen lived in North Carolina.

Lastly, the court evaluated whether transfer of venue was proper under 28 U.S.C. § 1404(a), finding that pursuant to Atlantic Marine Const. Co. v. U.S. Dist. Ct. for W. Dist. of Texas, 134 S. Ct. 568 (2013), where forum selection clauses should be enforced unless “extraordinary circumstances unrelated to the convenience of the parties clearly disfavor a transfer” and that consideration convenience or fairness to the parties was not appropriate, instead, looking to the factors, including:

(1) the comparative administrative difficulties flowing from court congestion;
(2) the local interest in having localized interests decided at home;
(3) the familiarity of the forum with the law that will govern the case; and
(4) avoidance of unnecessary problems of conflict of laws or in the application of foreign law.

Finding nothing under these factors in the present case that disfavored transfer, the district court ordered the case be sent to South Dakota.

Commentary: 

It is somewhat surprising that court did not evaluate whether the forum selection clause was valid under Minnesota law, which was where the “last act necessary to make the it binding”.  An abbreviated search indicates that there following factors in determining whether a form contract is a “contract of adhesion” such that a forum selection clause should not be enforced:

(1)  the bargaining power of the parties;

(2)  whether they negotiated the contract;

(3)  the business sophistication of the parties; and

(4) the need for the subject of the agreement.

See Valspar Refinish, Inc. v. Gaylord’s, Inc., 2006 Minn. App. Unpub. LEXIS 578, at *5 (Minn. Ct. App. 2006)

For a copy of the opinion, please see:

Morgen v. Student Loan Finance Corporation- Forum Selection Clause

 

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