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Rochester City School District v. Aramark Educational Services, LLC

United States District Court, W.D. New York

November 13, 2017


          DECISION & ORDER

          DAVID G. LARIMER United States District Judge.


         Plaintiff 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 Aramark.

         On 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.


         For 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.

         The 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.


         I. General Principles

         “The 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)).

         The 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)).

         There 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)).

         “That 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).

         “According 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 “[p]arties ...

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