United States District Court, W.D. New York
DECISION & ORDER
G. LARIMER United States District Judge.
Rochester City School District (“RCSD”) commenced
this lawsuit by filing a complaint in New York State Supreme
Court, Monroe County, on or about June 30, 2017. The action
is brought against defendant Aramark Educational Services LLC
(“Aramark”), seeking damages in the amount of $1,
020, 000 for an alleged breach of a contract between RCSD and
August 16, 2017, Aramark, which is a Delaware corporation
with a principal place of business in Pennsylvania, removed
the action to this Court, on the ground of diversity
jurisdiction, pursuant to 28 U.S.C. §§ 1332, 1441
and 1446. RCSD has moved to remand the action to state court,
pursuant to 28 U.S.C. § 1447(c). For the following
reasons, the motion is granted.
purposes of the motion to remand, the substantive details of
the contract between RCSD and Aramark are not important, but
the contract generally relates to Aramark's provision of
food service management at RCSD schools for the 2009-2010
school year. See Dkt. #1-2 at 37-49. RCSD's
complaint alleges that Aramark breached certain provisions of
the contract relating to trash removal. See Dkt.
#1-2 at 6-8.
contract contains a clause stating, “This contract
shall be construed under the laws of the State of New York.
Any action or proceeding arising out of this contract shall
be brought in the appropriate courts of the State of New
York.” (Dkt. #1-2 at 49.) Aramark contends that this
means that any action arising out of the contract may be
brought in either a state or federal court in New
York; in other words, that the clause is geographical, not
jurisdictional, in its focus. See Defendant's
Notice of Removal ¶ 3 (asserting that “disputes
involving the contract are to be brought in the state or
federal courts of New York”). Thus, according to
Aramark, it was free to remove the action to federal court.
federal district courts have ‘original
jurisdiction' of civil actions ‘arising under'
federal law, and unless otherwise provided by Congress, they
have removal jurisdiction over ‘any civil action
brought in a State court of which the district courts of the
United States have original jurisdiction.'”
N.Y. ex rel. Jacobson v. Wells Fargo Nat'l Bank,
N.A., 824 F.3d 308, 315 (2d Cir. 2016) (quoting 28
U.S.C. §§ 1331, 1441(a)).
defendant, as the party seeking removal and asserting federal
jurisdiction, bears the burden of demonstrating by a
preponderance of the evidence that the district court has
jurisdiction and that removal was proper. See McCulloch
Orthopaedic Surgical Servs., PLLC v. Aetna Inc., 857
F.3d 141, 144 (2d Cir. 2017); Nguyen v. American Express
Company, ___ F.Supp.3d ___, 2017 WL 4641249, at *2
(S.D.N.Y. 2017). Any doubts regarding this Court's
jurisdiction are to be resolved against removal. See In
re World Trade Ctr. Disaster Site Litig., 270 F.Supp.2d
357, 366 (S.D.N.Y. 2003) (“uncertainties are to be
resolved in favor of remand, in order to promote the goals of
federalism, the limited jurisdiction of federal courts, and
the right of plaintiffs to choose the forum in which to bring
suit”) (citing Shamrock Oil & Gas Corp. v.
Sheets, 313 U.S. 100, 108-09 (1941)).
is also authority that to be given effect by the courts,
“[a]ny waiver of the right of removal ‘must be
clear and unequivocal. If the forum selection clause is
ambiguous in that it is susceptible of two reasonable
meanings, it will be construed against the party who drafted
it.'” JP Morgan Chase Bank, N.A. v.
Reijtenbagh, 611 F.Supp.2d 389, 390 (S.D.N.Y. 2009)
(quoting John's Insulation, Inc. v. Siska Constr.
Co., 671 F.Supp. 289, 294 (S.D.N.Y. 1987)).
does not mean, however, that a forum selection clause must
contain some particular language to constitute a waiver of
the right to remove. The question is simply whether, giving
the contract its plain, ordinary meaning, it clearly
demonstrates an intent by the parties to effectuate a
waiver.” Frankford Crossing Shopping Ctr. Dallas,
Texas Ltd. Partnership v. Pho Partners, LLC, 942
F.Supp.2d 366, 372 (W.D.N.Y. 2013). See New Jersey v.
Merrill Lynch & Co., 640 F.3d 545, 548 (3d Cir.
2011) (stating that the “courts have required that
waivers of removal rights be ‘clear and unequivocal,
' ... have done so in the context of non-contractual,
litigation-based waivers or have relied upon such cases,
” and cautioning that where the parties have entered
into a contract containing a forum selection clause, the
“clear and unequivocal” standard should not be
made “so stringent as to be contrary to the right of
parties to contract in advance regarding where they will
litigate”) (internal quote omitted).
to the Supreme Court, forum selection clauses ‘are
prima facie valid and should be enforced unless enforcement
is shown by the resisting party to be
“unreasonable” under the
circumstances.'” Yakin v. Tyler Hill
Corp., 566 F.3d 72, 76 (2d Cir. 2009) (quoting M/S
Bremen v. Zapata Off-Shore Co., 407 U.S. 1, 10 (1972)).
While courts will not lightly infer a waiver of jurisdiction,
absent a clear indication of a party's intent to do so,
see Global Seafood Inc. v. Bantry Bay Mussels Ltd.,
659 F.3d 221, 225 (2d Cir. 2011), the fact remains that