INA M. COLLINS, On behalf of herself and all other similarly situated persons, Appellant
MARY KAY, INC.; ABC CORP.; JANE AND JOHN DOES, the latter parties' names being currently unknown and fictitious
Argued: January 26, 2017
Appeal from the United States District Court for the District
of New Jersey (D.C. Civil Action No. 15-cv-07129) District
Judge: Honorable Madeline C. Arleo
SATTIRAJU, ESQ. [ARGUED] The Sattiraju Law Firm Counsel for
CHRISTINE A. AMALFE, ESQ. [ARGUED] STEVEN G. SANDERS, ESQ.
RICHARD S. ZACKIN, ESQ. Counsel for Appellee Mary Kay, Inc.
Before: CHAGARES, RESTREPO, and ROTH, Circuit Judges.
RESTREPO, Circuit Judge.
Ina M. Collins, who worked as a beauty consultant in New
Jersey for Defendant-Appellee Mary Kay, Inc. brought this
putative class action in the United States District Court for
the District of New Jersey, claiming that certain Mary Kay
policies and practices violated the New Jersey Wage Payment
Law ("NJWPL"). Mary Kay moved to dismiss the suit
on forum non conveniens grounds, relying on two
written agreements that set forth terms and conditions of the
parties' relationship. Both agreements contained forum
selection clauses specifying that legal claims would be
submitted to Texas state court. Both also contained
choice-of-law clauses stating that Texas law would apply.
District Court relied on federal common law in reaching its
decision to grant Mary Kay's motion. On appeal, Collins
argues that New Jersey law should govern the analysis. This
case thus poses a layered choice-of-law question: what law
governs the interpretation of a forum selection clause in a
written agreement when that agreement also contains a
choice-of-law clause? For the reasons that follow, we
conclude that Texas law applies to the interpretation of the
forum selection clause, and under Texas law, Collins'
claim belongs in Texas state court. Therefore, we will affirm
the District Court's dismissal of this action on
forum non conveniens grounds.
Kay is a Texas-based company that sells cosmetics to
customers via beauty consultants. Collins is a New Jersey
resident who worked as a Mary Kay beauty consultant in New
Jersey in a few capacities, including "Independent Sales
Consultant" and "Independent Sales Director."
App. 27 ¶ 7. The putative class
consists of individuals who are New Jersey residents and have
worked as Mary Kay beauty consultants, in a variety of
titles, from September 2009 to the present.
and Mary Kay entered into two written agreements
(collectively, "Agreements") that set forth the
general terms and conditions of their relationship: an
"Independent Beauty Consultant Agreement" and an
"Independent Sales Director
Agreement." App. 15-25. The Agreements contained
substantively identical forum selection clauses:
The parties further agree that if any dispute or controversy
arises between them concerning any matter relating to this
Agreement that any issues which either party may elect to
submit for legal jurisdiction shall be submitted to the
jurisdiction of the courts of the State of Texas and the
parties agree that the proper venue shall be Dallas, Dallas
App. 16; see also App. 23.
addition to the forum selection clauses included in the
Agreements, each contained a choice-of-law clause that
specified Texas law would apply to disputes. In the
"Independent Beauty Consultant Agreement, " the
choice-of-law clause states, "This Agreement shall be
governed by the laws of the State of Texas as to all
matters." App. 16. The choice-of-law clause in the
Independent Sales Director Agreement differs only slightly,
stating the "Agreement . . . shall be governed by the
laws of the State of Texas as to all matters, including but
not limited to matters of validity, construction, effect and
performance." App. 23.
filed her putative class action complaint in September 2015
in the United States District Court for the District of New
Jersey, invoking the court's diversity jurisdiction
pursuant to 28 U.S.C. § 1332. The complaint contained
one count, a violation of the NJWPL, N.J. Stat. 34:11-4.1,
et seq. Collins alleged in her complaint that Mary
Kay misclassified her and the putative class members as
independent contractors, rather than employees, under the
standards of the NJWPL. Collins further alleged that Mary Kay
unlawfully required consultants to divert wages by mandating
that they purchase Mary Kay marketing materials, uniforms,
and a minimum quota of products in order to maintain their
titles as consultants. These practices, according to Collins,
violated the NJWPL.
November 2015, Mary Kay moved to dismiss Collins'
complaint for failure to state a claim under Federal Rule of
Civil Procedure 12(b)(6) and on forum non conveniens
grounds. In support of its forum non conveniens
argument, Mary Kay pointed to the forum selection clauses
included in the Agreements and contended that the only proper
forum for Collins' claim was Texas state court. In June
2016, the District Court granted Mary Kay's motion and
dismissed the complaint on forum non conveniens
grounds, finding that Texas was the appropriate forum under
the terms of the forum selection clause. This appeal
District Court had jurisdiction pursuant to 28 U.S.C. §
1332. We have appellate jurisdiction over the final order of
the District Court pursuant to 28 U.S.C. § 1291.
standard of review that we must apply to a district
court's dismissal on forum non conveniens
grounds is unsettled after the Supreme Court's 2013
decision in Atlantic Marine Construction Co. v. U.S.
District Court for the Western Dist. of Texas, 134 S.Ct.
568 (2013), as several circuit courts have recognized in
recent opinions. See, e.g., Weber v. PACT XPP
Techs., AG, 811 F.3d 758, 766-68 (5th Cir. 2016);
Martinez v. Bloomberg LP, 740 F.3d 211, 217 (2d Cir.
2014). Atlantic Marine clarified that forum non
conveniens is the proper mechanism for enforcing a forum
selection clause that points to a state or foreign forum.
Atlantic Marine, 134 S.Ct. at 580. Atlantic
Marine did not address, however, what standard of review
an appellate court should use when considering a district
court's forum non conveniens ...