Forum Selection: Hopkins v. Trans Union

David A. Szwak

Forum Selection: Hopkins v. Trans Union

Postby David A. Szwak » Wed Jan 11, 2006 4:01 pm

Not Reported in F.Supp.2d, 2004 WL 1854191 (D.Minn.)

United States District Court,
D. Minnesota.
Kevin HOPKINS and Rodney M. Clarkson, Plaintiffs,
TRANS UNION, L.L.C., and TrueLink, Inc., Defendants.
No. 03-5433 ADM/RLE.
Aug. 19, 2004.



*1 On June 25, 2004, oral argument before the undersigned United States District Judge was heard on the Motion for Summary Judgment [Docket No. 23] of Defendants Trans Union, L.L.C. ("Trans Union") and TrueLink, Inc. ("TrueLink") (collectively, "Defendants"). In its four count Second Amended Complaint [Docket No. 28], Plaintiff alleges causes of action based on violations of the Fair Credit Reporting Act, Minnesota Statute § 13C.01, the Minnesota Consumer Fraud Act, and the Minnesota Deceptive Trade Practices Act. For the reasons set forth below, Defendants' Summary Judgment Motion is granted.


FN1. For purposes of the instant Motion, the facts are viewed in the light most favorable to Plaintiff, the nonmovant. See Ludwig v.. Anderson, 54 F.3d 465, 470 (8th Cir.1995).

This action arises from the purchase of credit reports on-line by Plaintiffs in May and June 2003. Each Plaintiff utilized the Trans Union website to purchase copies of his credit report. Believing they were purchasing a credit report from Trans Union, Plaintiffs Hopkins and Clarkson paid $9.95 for a copy of their credit reports. Hopkins Aff. ¶¶ 3-4; Goolsby Aff. Ex. B. In actuality, Plaintiffs purchased their credit reports from TrueLink via a product named TrueCredit, which can be accessed through Trans Union's website, as well as many other websites. Metzger Decl. ¶ 7. Plaintiffs were connected to, where they were required to accept a service agreement that stated that TrueCredit was provided by TrueLink (the "Service Agreement"). Id. ¶ 11. Additionally, the Service Agreement contained a forum selection clause, which provided that "any and all disputes arising under this Agreement or out of TrueLink's provision of services to you, if submitted to a court of law, shall be submitted to the state and federal courts of New Castle County, Delaware, USA." Id. ¶ 12. The Service Agreement also stated that one can obtain a credit report directly from the credit reporting agencies, and, under certain circumstances, one can obtain a free copy of his credit report from a credit reporting agency. Id. ¶ 15. Last, the Service Agreement stated, in capital letters, that one is not required to purchase his credit report from TrueLink in order to dispute inaccurate information within the report. Id. ¶ 16. [FN2] The Service Agreement, it should be noted, mentions both TrueLink and Trans Union multiple times within the agreement. Id. Ex. A.

FN2. The Service Agreement also linked to a privacy statement, which reiterated that the TrueCredit site was offered by TrueLink. Id. at ¶ 18. The privacy statement also stated that, to furnish the information in the reports, information on the customer would be shared with one of the
three national credit reporting companies. Id.

Plaintiffs navigated to the order form page, which stated: "TrueCredit-- Brought to you by Trans Union." Goolsby Aff. ¶ 2, Ex. A. Additionally, the Trans Union logo appears on the order form. Id. However, the page also indicates that "TrueCredit is a product of TrueLink, a Trans Union company." Id. Each Plaintiff received an on-line receipt, both of which displayed the Trans Union logo. Id. ¶ 3, Ex. B.
Although Plaintiffs apparently believed that they were purchasing credit reports from Trans Union, the purchases were made through TrueCredit, a product of TrueLink. Many of the major issues in this case revolve around the relationship between the two Defendants, Trans Union and TrueLink. Trans Union is a Delaware limited liability company with its principal place of business in Illinois, while TrueLink is a business corporation incorporated in Delaware and headquartered in California. Kuzara Decl. ¶ 2; Metzger Decl. ¶ 2. In November of 2002, Trans Union acquired a majority of TrueLink's voting stock. Metzger Decl. ¶ 2. Prior to this time, Trans Union had no ownership interest in TrueLink. Id. TrueCredit was a product of TrueLink prior to Trans Union's acquisition of an interest in the company. Id. ¶ 6. However, before Trans Union acquired a portion of TrueLink, Experian was the exclusive provider of data for TrueLink's TrueCredit credit report service. Id. At the present time, Trans Union owns 81 percent of TrueLink's voting stock. Id. ¶ 2. At the time of the acquisition, TrueLink released a press release setting forth the many benefits that Trans Union would receive from the acquisition. Goolsby Aff. ¶ 4, Ex. C. The press release also referred to the acquisition as a "merger." Id.
*2 TrueLink has a five member board of directors. Metzger Decl. ¶ 3. One director represents the minority shareholders in TrueLink. Id. TrueLink cannot enter agreements with Trans Union without a majority vote of the board, as well as the vote of the director representing the minority shareholders. Id. The current director representing the minority shareholders is not employed by Trans Union or any of its affiliates. Id.
On January 9, 2004, Defendants served their first Motion for Summary Judgment [Docket No. 11]. It was at this time that Plaintiffs first learned that their purchases were from TrueLink, not Trans Union. See Pl's Mem. at 4. Therefore, Plaintiffs moved to amend their initial Complaint [Docket No. 1] to add TrueLink as a defendant. Additionally, by letter to the Court dated June 24, 2004, Plaintiffs have voluntarily dropped their claim based on Minn.Stat. § 13C.01(1). This claim is therefore dismissed.

Federal Rule of Civil Procedure 56(c) provides that summary judgment shall issue "if the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law." Fed.R.Civ.P. 56(c); see Matsushita Elec. Indus. Co., Ltd. v. Zenith Radio Corp., 475 U.S. 574, 587 (1986); Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 252 (1986); Celotex Corp. v. Catrett, 477 U.S. 317, 323 (1986). On a motion for summary judgment, the Court views the evidence in the light most favorable to the nonmoving party. Ludwig v. Anderson, 54 F.3d 465, 470 (8th Cir.1995). The nonmoving party may not "rest on mere allegations or denials, but must demonstrate on the record the existence of specific facts which create a genuine issue for trial." Krenik v. County of Le Sueur, 47 F.3d 953, 957 (8th Cir.1995).

A. Forum Selection Clause
Defendants first seek summary judgment on the basis that the forum selection clause contained within the Service Agreement dictates that this litigation should have been commenced in Delaware. Plaintiffs argue that Defendants have waived any argument as to the forum selection clause by raising the issue at the summary judgment stage rather than earlier in the litigation process. Summary judgment, however, is an appropriate vehicle for assessing the validity of a forum selection clause. See e.g., McDonnell Douglas Corp. v. Islamic Republic of Iran, 758 F.2d 341 (8th Cir.1985). Plaintiffs also argue that a dismissal with prejudice would unfairly deprive them of their day in court. The Bremen v. Zapata Off-Shore Co., 407 U.S. 1, 18 (1972).
Under either Minnesota or federal law, [FN3] the forum selection clause contained within the Service Agreement is valid and enforceable. Under federal law, forum selection clauses are analyzed under traditional principles of contract law. See Fla. St. Bd. of Admin. V. Law Eng'g & Envtl. Servs., Inc., 262 F.Supp.2d 1004, 1009 (D.Minn.2003). Moreover, forum selection clauses are presumed to be valid. Id. Under Minnesota law, Plaintiffs must show that the forum selection clause is unreasonable before it will be found void. See Hauenstein & Bermeister, Inc. v. Met-Fab. Indus., Inc., 320 N.W.2d 886, 891 (Minn.1982). Numerous courts have found that forum selection clauses contained within so-called "clickwrap" agreements, such as the Service Agreement, are valid. See Koresko v. RealNetworks, Inc., 291 F.Supp.2d 1157, 1162-63 (E.D.Cal.2003); DeJohn v. TV Corp. Int'l, 245 F.Supp.2d 913, 921 (N.D.Ill.2003). The forum selection clause in the Service Agreement clearly establishes that any court disputes must be submitted to the "state and federal courts of New Castle County, Delaware, USA." Metzger Decl. ¶ 12. There is no dispute that Plaintiffs freely entered into the Service Agreement, nor have Plaintiffs presented any evidence suggesting that the clause is unreasonable. As a result, the forum selection clause is presumptively valid under either federal or state law. At a minimum, this mandates a transfer or a dismissal without prejudice. Assuming this were the correct forum and in the interest of judicial economy, the additional arguments for summary judgment will also be addressed.

FN3. The Eighth Circuit has not taken a definitive position as to whether federal or state law governs the applicability of forum selection clauses. See Rainforest Cafe, Inc. v. EklecCo, L.L.C ., 340 F.3d 544, 546 (8th Cir.2003).

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