Warren A. Stiles, M.D. v. Bankers Healthcare Group, Inc. , 637 F. App'x 556 ( 2016 )

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[DO NOT PUBLISH]
IN THE UNITED STATES COURT OF APPEALS
FOR THE ELEVENTH CIRCUIT
________________________
No. 15-11294
Non-Argument Calendar
________________________
D.C. Docket No. 3:14-cv-01071-WHA-WC
WARREN A. STILES, M.D.,
TONYA MARIE STILES,
Plaintiffs–Appellants,
versus
BANKERS HEALTHCARE GROUP, INC.,
Defendant–Appellee.
________________________
Appeal from the United States District Court
for the Middle District of Alabama
________________________
(January 26, 2016)
Before HULL, ROSENBAUM, and JULIE CARNES, Circuit Judges.
PER CURIAM:
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In 2012, defendant Bankers Healthcare Group, Inc. and plaintiff Dr. Warren
Stiles entered into an agreement whereby Defendant loaned Plaintiff approximately
$331,000 and, in return, Plaintiff executed a note and personal guaranty for the
total sum, including principal and interest, of $584,284.68. In 2014, Defendant
notified Dr. Stiles that due to his failure to satisfy his payment obligations,
Defendant was filing suit in the agreed-upon forum in New York State. Shortly
thereafter, Dr. Stiles, along with his wife Tonya Stiles (collectively, “the
Plaintiffs”), filed the present lawsuit in the Middle District of Alabama, alleging
that Defendant had violated various disclosure obligations imposed on a lender in a
consumer loan transaction by the federal Truth-in-Lending Act and had also acted
both negligently and fraudulently, in violation of state law. Plaintiffs sought
damages and a declaratory judgment that would “void” the loan transaction, as
well as any obligation that it imposed on Dr. Stiles to repay the money he had
borrowed.
Based on a forum-selection clause in the agreement that did not include the
Middle District of Alabama, Defendant moved to dismiss Plaintiffs’ complaint.
The district court granted Defendant’s motion, and Dr. and Mrs. Stiles now appeal.
After reviewing the record and considering the parties’ arguments, we affirm the
district court.
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I. BACKGROUND
In 2008, after receiving Defendant’s solicitations for a pre-approved loan,
Dr. Stiles decided to finance the payment of substantial taxes he owed. He was
told that he could obtain a commercial loan and use as collateral his Opelika,
Alabama medical practice, East Alabama Ear Nose and Throat, P.C. To that end,
he executed a security agreement granting Defendant, among other things, “a
security interest in all of the right, title and interest of Debtor in” his inventory,
instruments, equipment, accounts, fixtures and in “All Property of Debtor.” The
promissory note, personal guaranty by Dr. Stiles, and security agreement listed the
medical practice’s address and named the “Debtor” as Warren A. Stiles d/b/a
Warren A. Stiles, M.D. Dr. Stiles’ wife was not a party to the agreement.
In 2012, Dr. Stiles renewed the loan on what he thought were the same terms
as the 2008 loan. He was told that if he failed to sign and return the documents
within 24 hours, “the deal would fall apart.” He read the documents he received by
email and signed and returned them as quickly as possible because he again faced a
large tax bill. Mrs. Stiles was not a party to the agreement.
As with the 2008 agreement, the 2012 agreement names the Debtor as
“Warren A. Stiles d/b/a Warren A. Stiles, M.D,” and its terms, in fact, are similar
to those found in the 2008 agreement. But although the address attributable to him
as the debtor in the 2008 agreement was 1965 1st Avenue, the address attributed to
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him in the 2012 agreement was 314 Third Avenue. The “First Avenue” address is
where Dr. Stiles operates his medical practice; the “Third Avenue” address is the
residence for him and his wife.
Plaintiffs contend that the presence of Dr. Stiles’ home address on the 2012
document “transform[ed] the loan from a commercial loan to a consumer loan,”
thereby imposing on Defendant disclosure obligations under the Truth-in-Lending
Act (“TILA”), 15 U.S.C. § 1601, which obligations Defendant failed to meet.
They specifically contend that this transformation occurred because the use of Dr.
Stiles’ home address on the document meant that Defendant could now treat the
family’s personal residence as collateral, giving Defendant a security interest in
Plaintiffs’ home. Finally, Plaintiffs contend that Defendant should have known
that the address it listed (on the loan agreement that Dr. Stiles signed) was actually
Dr. Stiles’ residential address.1
As noted, the loan agreement also includes a forum-selection clause
providing, in relevant part, “Venue for any action brought hereunder, shall be the
choice of the Creditor, and shall be limited to either Onondaga County, New York
or Broward County, Florida.” So, when Dr. Stiles defaulted on the loan,
1
Defendant notes the absence of any evidence that it ever recorded a mortgage or otherwise
obtained a security interest on Dr. Stiles’ residence. Defendant further avers that Dr. Stiles was
the source of the address that was placed on the 2012 agreement. Ultimately, any dispute about
the actual existence of a security interest or Dr. Stiles’ role in supplying this address to
Defendant is not material to the narrow issue before us on appeal: whether the forum-selection
clause in the agreement may be enforced.
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Defendant informed him that it intended to file a debt-collection action against him
in the state court of Onondaga County, New York, and sent him a copy of the
complaint.
A few days later, Plaintiffs filed this present action against Defendant in the
Middle District of Alabama, asserting claims based on Defendant’s failure to
comply with TILA, including its failure to accurately identify property subject to
the security interest, to make required disclosures about finance charges and the
amount financed, and to provide notice of the right to rescind the loan. Plaintiffs
further sought a declaratory judgment that the agreement was unlawful and void,
and they brought state-law claims of unjust enrichment, negligence, wantonness,
fraudulent misrepresentation, and slander of title.
Defendant filed a motion to dismiss for forum non conveniens invoking the
forum-selection clause in the loan contract, which clause applies to “any action
brought hereunder.” The district court found the forum-selection clause
enforceable and it therefore dismissed Plaintiffs’ complaint. Plaintiffs appeal and
advance three primary arguments in opposition to dismissal of their action: (1) the
TILA claims are outside the scope of the forum-selection clause; (2) Mrs. Stiles is
not bound by the forum-selection clause because she is not a party to the loan
agreement; and (3) the district court misapplied the public-interest factors in its
forum non conveniens analysis.
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II. STANDARDS OF REVIEW
We review a district court’s order of dismissal based on forum non
conveniens for an abuse of discretion. Aldana v. Del Monte Fresh Produce N.A.,
578 F.3d 1283, 1288 (11th Cir. 2009). In addition, we review de novo a district
court’s construction of a contractual forum-selection clause. Global Satellite
Commc’n Co. v. Starmill U.K. Ltd., 378 F.3d 1269, 1271 (11th Cir. 2004).
III. DISCUSSION
In Atlantic Marine Construction Co. v. United States District Court for the
Western District of Texas, the Supreme Court held that a motion to dismiss for
forum non conveniens is the appropriate means to enforce, in federal litigation, a
valid forum-selection clause calling for litigation of disputes in a non-federal
forum. 2 134 S. Ct. 568, 580 (2013). Under the doctrine of forum non conveniens,
a court has discretion to dismiss a case over which it otherwise has jurisdiction in
the interest of convenience, fairness, and judicial economy. See Sinochem Int’l Co.
v. Malaysia Int’l Shipping Corp., 549 U.S. 422, 429 (2007). To obtain dismissal
2
Although the Supreme Court decided Atlantic Marine in the context of a transfer motion under
28 U.S.C. § 1404(a), the Court noted that “the same standards should apply to motions to dismiss
for forum non conveniens in cases involving valid forum-selection clauses pointing to state or
foreign forums.” 134 S. Ct. at 583 n.8.
The parties do not dispute that the forum-selection clause here calls for litigation in a non-federal
forum. We therefore proceed on that assumption and do not consider whether the clause laying
venue in “either Onondaga County, New York or Broward County, Florida” could also be read
to encompass federal courts in those counties. Cf. Global Satellite, 378 F.3d at 1272–74 (finding
a forum-selection clause laying venue in Broward County, Florida, ambiguous “because it
name[d] only a geographical unit, host to several forums,” without specifying a particular court
in that county).
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based on forum non conveniens, “[t]he moving party must demonstrate that (1) an
adequate alternative forum is available, (2) public and private factors weigh in
favor of dismissal, and (3) the plaintiff can reinstate his suit in the alternative
forum without undue inconvenience or prejudice.” Leon v. Millon Air, Inc., 251
F.3d 1305, 1310–11 (11th Cir. 2001).
Here, Plaintiffs do not argue that the forum-selection clause is unenforceable
or was entered into as a result of fraud or overreaching.3 See Lipcon v.
Underwriters at Lloyd’s, London, 148 F.3d 1285, 1296 (11th Cir. 1998)
(describing the circumstances under which a forum-selection clause is
unenforceable). Nor do they argue that an adequate alternative forum is
unavailable or that reinstatement of their suit in that forum would create undue
prejudice. They likewise do not challenge the clause’s applicability to their state
law claims based on negligence and fraud. Instead, they challenge the applicability
of the clause only as to their TILA claims. In addition, they dispute its binding
effect on Mrs. Stiles and disagree with the district court’s analysis of the public-
interest factors. We first address the scope of the clause before turning to the
forum non conveniens analysis.
3
While Plaintiffs contend that the loan agreement itself is void due to Defendant’s allegedly
fraudulent conduct, they do not argue that these general allegations of fraud render the forum-
selection clause unenforceable. Nor would they fare well if they did. Our precedent provides
that a plaintiff seeking to avoid enforcement of a forum-selection clause based on fraud must
show that “the choice clause itself was included in the contract due to fraud,” not simply that
there is a dispute regarding fraud arising from the transaction. See Lipcon, 148 F.3d at 1296.
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A. Whether the TILA Claims Fall Within the Scope of the Forum-
Selection Clause
To determine if a forum-selection clause encompasses a particular type of
claim, we look to its language. Slater v. Energy Servs. Grp. Int’l, Inc., 634 F.3d
1326, 1330 (11th Cir. 2011). According to Plaintiffs, the clause designating venue
for “any action brought hereunder” applies only to claims concerning the parties’
contractual obligations. They further argue that because TILA claims relate to
Defendant’s duties under a federal statute, not the contractual obligations of the
parties, these claims fall outside the scope of the loan agreement.
We find Plaintiffs’ interpretation of the word “hereunder” too restrictive.4
Generally, “hereunder” means “[i]n accordance with this document.” Black’s Law
Dictionary (10th ed. 2014). “Accordance” means “agreement” or “conformity.”
Webster’s II New Riverside University Dictionary (1988). These terms suggest
that the clause covers not only breach of contract claims but all claims, including
statutory claims, that arise from the contractual relationship between the parties.
Indeed, courts have typically interpreted similar language as not being
limited to claims asserting only a breach of contract. See, e.g., Terra Int’l, Inc. v.
Miss. Chem. Corp., 119 F.3d 688, 693–94 (8th Cir. 1997) (finding that “hereunder”
means “under this agreement” and encompasses tort claims that are brought
4
Although the contract provides that Florida law governs, we have been unable to find a Florida
case that construes the term “hereunder” as it is used in the contract in this case. For this reason,
we turn to other sources.
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parallel to a breach of contract claim); Cfirstclass Corp. v. Silverjet PLC, 560 F.
Supp. 2d 324, 329–30 (S.D.N.Y. 2008) (noting that the phrase “all disputes arising
hereunder” is similar in scope to the phrase “arising out of”); Berry v. Soul Circus,
Inc., 189 F. Supp. 2d 290, 294 (D. Md. 2002) (finding that tort claims were
covered under a clause stating that “any action hereunder shall be brought within
the courts located in the State of Georgia”); Warnaco Inc. v. VF Corp., 844 F.
Supp. 940, 947–49 (S.D.N.Y. 1994) (finding that a clause covering “[a]ny dispute
or issue arising hereunder” applied to statutory and tort claims because “they
involved rights and duties arising out of the Termination Agreement”); Picken v.
Minuteman Press Int’l, Inc., 854 F. Supp. 909, 911 (N.D. Ga. 1993) (“Reading the
word ‘hereunder’ to apply only to a pure breach of contract claim between the
parties would be unduly crabbed and narrow. ‘Hereunder’ refers to the relations
that have arisen as a result of this contract.”).
Indeed, in Slater v. Energy Services Group International, Inc., 634 F.3d
1326, 1330–31 (11th Cir. 2011), we held that plaintiff-employee’s suit asserting
federal statutory rights under Title VII was within the scope of a forum-selection
clause in an employment contract applicable to “all claims or causes of actions
relating to or arising from the employment agreement.” In doing so, we rejected
plaintiff’s argument that the clause encompassed “only breach-of-contract claims
directly relating to the employment agreement.” See also Coastal Steel
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Corporation v. Tilghman Wheelabrator Ltd., 709 F.2d 190, 203 (3d Cir. 1983)
(finding that tort claims are covered by a forum-selection clause when the claims
“ultimately depend on the existence of a contractual relationship” between the
parties), overruled on other grounds by Lauro Lines v. Chasser, 490 U.S. 495
(1989).5
We find the above reasoning persuasive. And because Defendant’s alleged
obligations under TILA, if any, assume the existence of a contract that lacks the
necessary disclosures mandated by that statute, we therefore interpret “hereunder”
to encompass Plaintiffs’ TILA claims. Indeed, although Plaintiffs insist that their
TILA claims seek to enforce a statutory duty of disclosure that is independent from
any contractual obligation owed by Defendant, they implicitly acknowledge that
these TILA claims are viable only if a court accepts Plaintiffs’ construction of the
contract: specifically, that the 2012 loan agreement created a consumer loan, not a
5
Plaintiffs rely on Bahamas Sales Associate, LLC v. Byers, 701 F.3d 1335 (11th Cir. 2012), but
that case is factually and legally distinguishable. In Byers, the defendant-debtor was sued on a
note he executed pursuant to a real estate purchase contract that contained a forum-selection
clause designating venue in the Bahamas for any legal action related to the lot-purchase contract.
The defendant-debtor filed a counterclaim against entities that were not parties to the lot
purchase contract, alleging their commission of fraud in connection with appraisal of the
property. On these facts, we concluded that the forum-selection clause did not apply to the
counterclaim, given the fact that the entities sued under the counterclaim (and who were seeking
enforcement of the clause) were not parties to the lot purchase contract giving rise to the clause
and the fact that the claimed appraisal fraud had no direct relationship with the purchase contract.
Id. at 1341.
Here, by contrast, Defendant is clearly a party to the agreement containing the forum-selection
clause and, as we have explained infra, any disclosure obligations imposed by TILA necessarily
presume the existence of an agreement that omitted the specified disclosures.
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commercial one. In short, Plaintiffs’ complaint is appropriately considered an
action brought under the loan agreement because it will require a court to construe
the operation and effect of the contract’s terms. See Manetti-Farrow, Inc. v. Gucci
Am., Inc., 858 F.2d 509, 514 (9th Cir. 1988) (“Whether a forum selection clause
applies to tort claims depends on whether resolution of the claims relates to
interpretation of the contract.”).
Moreover, a reading of “hereunder” to encompass Plaintiffs’ TILA claims
makes practical sense given that the forum-selection clause clearly applies to
Plaintiffs’ fraud and negligence claims, which claims are based on the same core
facts and essentially the same legal argument as the TILA claims. Specifically,
these fraud and negligence claims will also require a court to construe the contract
to decide, as a legal matter, whether Defendant entered into a commercial or
consumer loan with Dr. Stiles. Without a determination that a consumer loan
resulted from the parties’ dealings, Dr. Stiles’ argument that he was deceived into
signing a consumer loan disguised as a commercial loan will presumably go
nowhere, and if that is so, any assertion that Defendant had a duty to make TILA
disclosures will thereby be similarly impacted. Thus, many, if not all, of the same
facts underlie both the TILA and fraud-related claims. And notably, if Plaintiffs
were to succeed on their argument here, claims predicated on the same facts and
legal arguments would be litigated in different forums, with the TILA claims being
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litigated in Alabama and all other claims by Dr. Stiles being litigated in Onondaga
County, New York. Such a result would eviscerate the parties’ bargained-for
choice of forum to litigate any action brought under the loan agreement. See
Picken, 854 F. Supp. at 911–12 (noting that “a restrictive reading [of ‘hereunder’]
would frustrate commercial reliance on such clauses which are encouraged”).
In short, we conclude that the forum-selection clause agreed to by both
parties to the contract applies to the claims asserted in Plaintiffs’ present lawsuit.
B. Whether Mrs. Stiles Is Bound by the Forum-Selection Clause
We next consider whether Mrs. Stiles, who is not a party to the loan
agreement, must also litigate her claims in the chosen forum. “In order to bind a
non-party to a forum selection clause, the party must be closely related to the
dispute such that it becomes foreseeable that it will be bound.” Lipcon, 148 F.3d at
1299 (internal quotation marks omitted) (quoting Hugel v. Corp. of Lloyd’s, 999
F.2d 206, 209 (7th Cir. 1993)). A third party is bound by a forum-selection clause
where the party’s rights are “completely derivative of those of the [signing
party]—and thus ‘directly related to, if not predicated upon’ the interests of the
[signing party].” Lipcon, 148 F.3d at 1299 (quoting Dayhoff Inc. v. H.J. Heinz Co.,
86 F.3d 1287, 1297 (3d Cir. 1996)). See also Manetti-Farrow, 858 F.2d at 514 n.5
(“[A] range of transaction participants, parties and non-parties, should benefit from
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and be subject to forum selection clauses.” (quoting Clinton v. Janger, 583 F.
Supp. 284, 290 (N.D. Ill. 1984))).
Plaintiffs repeat their argument that Mrs. Stiles’ TILA claims arise from
Defendant’s failure to comply with its statutory duties under that statute, not its
contractual obligations to Dr. Stiles. And because Mrs. Stiles is not a party to the
loan agreement, Plaintiffs contend she cannot be bound by the forum-selection
clause. But Plaintiffs’ argument is circular. Defendant, the lender, presumably
owed disclosure obligations only to those in a position to receive such disclosures:
in other words, only to a party to the agreement. As Mrs. Stiles was not a
signatory to her husband’s loan agreement nor in any way a party to that contract,
she would appear to face a threshold problem in pursuing remedies, statutory or
otherwise, against Defendant. But assuming that Mrs. Stiles has some viable claim
against Defendant under TILA, any such claim is predicated on the same facts as
her husband’s claims. Therefore, her claims are derivative of and directly related
to her husband’s, and she is bound by the forum-selection clause.
C. The District Court’s Forum Non Conveniens Analysis
Having decided that all of Plaintiffs’ claims are covered by the forum-
selection clause, we turn to the forum non conveniens analysis. When there is a
valid forum-selection clause in a contract, the burden is on the plaintiff to show
that dismissal of the complaint is unwarranted, and a court may weigh only public
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interest factors in determining if a plaintiff has met this burden. See Atl. Marine,
134 S. Ct. at 581–83. “Only under extraordinary circumstances unrelated to the
convenience of the parties” should a court decline to enforce a forum-selection
clause. Id. at 581; see also GDG Acquisitions, LLC v. Gov’t of Belize, 749 F.3d
1024, 1028 (11th Cir. 2014) (explaining that “an enforceable forum-selection
clause carries near-determinative weight” in a forum non conveniens analysis). So
long as the district court considered all relevant factors, and its balancing of the
factors was reasonable, we will give substantial deference to the district court’s
decision. Piper Aircraft Co. v. Reyno, 454 U.S. 235, 257 (1981).
Contrary to Plaintiffs’ argument, the district court did not summarily
conclude that the public-interest factors required dismissal. The court correctly
noted that the public factors relevant to this action include “the administrative
difficulties flowing from court congestion [and] the local interest in having
localized controversies decided at home.” Atl. Marine, 134 S. Ct. at 581 n.6. In
short, the court weighed these factors, and ultimately found that the interest of
justice would be best served by holding the parties to their bargain. Moreover, as
the district court noted, Plaintiffs’ present claims could be asserted as
counterclaims in the pending New York suit. The court therefore correctly
identified no extraordinary circumstance that should override the valid forum-
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selection clause. For all the above reasons, we find no abuse of discretion in the
district court’s ruling that the clause should be enforced.
IV. CONCLUSION
We affirm the district court’s dismissal without prejudice of Plaintiffs’
complaint.
AFFIRMED.
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