## Facts

- The U.S. Army Corps of Engineers hired Atlantic Marine Construction Co., Inc. as prime contractor for a construction project at Fort Hood, Texas.
- Atlantic Marine subcontracted part of the work to J–Crew Management, Inc.
- The subcontract contained a forum-selection clause requiring that “all disputes” be litigated in Norfolk, Virginia (Virginia state court or the U.S. District Court for the Eastern District of Virginia, Norfolk Division).
- After a payment dispute, J–Crew sued Atlantic Marine in the U.S. District Court for the Western District of Texas, despite the forum-selection clause.
- Atlantic Marine moved to dismiss for improper venue under 28 U.S.C. § 1406(a) and Federal Rule of Civil Procedure 12(b)(3), or alternatively to transfer to the Eastern District of Virginia under 28 U.S.C. § 1404(a).
- The district court denied dismissal and transfer, treating the forum-selection clause as one factor in a standard § 1404(a) balancing and placing the transfer burden on Atlantic Marine.
- The Fifth Circuit denied mandamus relief.
- The Supreme Court granted review to resolve how forum-selection clauses should be enforced and how they affect § 1404(a) analysis.

## Issues

1. Whether a valid forum-selection clause renders an otherwise statutorily proper venue “wrong” or “improper” under § 1406(a) and Rule 12(b)(3).
2. If not, how a valid forum-selection clause selecting another federal district should be enforced under § 1404(a), including burdens and the role of private- and public-interest factors.

## Decision

- The Supreme Court unanimously reversed and remanded.
- A forum-selection clause does not make venue “wrong” or “improper” under § 1406(a) or Rule 12(b)(3); statutory venue propriety depends on 28 U.S.C. § 1391.
- A valid forum-selection clause designating another federal forum is enforced through a motion to transfer under § 1404(a) (or forum non conveniens if the chosen forum is nonfederal).
- When suit is filed outside the contractually chosen forum, transfer should be ordered in the ordinary case; denial is proper only when extraordinary circumstances unrelated to party convenience clearly disfavor transfer.
- In enforcing a forum-selection clause by § 1404(a) transfer, the transferee court applies its own state’s choice-of-law rules, not the transferor court’s.

## Legal Principles

- Venue “wrong” or “improper” for § 1406(a) and Rule 12(b)(3) purposes turns solely on compliance with federal venue statutes, not on contractual forum-selection provisions.
- A valid forum-selection clause is given near-dispositive weight in § 1404(a) analysis; transfer is the usual remedy when a party files in a nonselected forum.
- The plaintiff’s choice of forum receives no weight when it violates a valid forum-selection clause; the plaintiff bears the burden to show transfer is unwarranted.
- Courts must treat private-interest factors as favoring the chosen forum; only public-interest factors remain for consideration, and they rarely defeat transfer.
- For § 1404(a) transfers effectuating a forum-selection clause, the transferee court applies the choice-of-law rules of the state in which it sits, preventing plaintiffs from using improper filing to obtain favorable choice-of-law rules.

## Conclusion

The Court held that contractual forum-selection clauses do not alter statutory venue under § 1391 and cannot be enforced through § 1406(a) or Rule 12(b)(3); instead, they are enforced by § 1404(a) transfer (or forum non conveniens), with a strong presumption requiring transfer to the selected forum absent extraordinary public-interest reasons.


Atlantic Marine Constr. Co. v. U.S. Dist. Court, 571 U.S. 49 (2013)