United States District Court, D. Columbia.
For ONE ON ONE BASKETBALL, INC., Plaintiff: Arthur Gary Kahn, ALEXAKIS & KAHN, PLLC, Alexandria, VA.
For GLOBAL PAYMENT DIRECT, INC., Defendant: Ardra M. O'Neal, LEAD ATTORNEY, O'NEAL FIRM, LLP, Washington, DC; Scott Bonder, PRO HAC VICE, FRIED & BONDER LLC, White Provision, Atlanta, GA.
COLLEEN KOLLAR-KOTELLY, UNITED STATES DISTRICT JUDGE.
Plaintiff One on One Basketball, Inc. brings this action against Defendant Global Payments Direct, Inc. alleging breach of contract, breach of implied contract, and negligence. Presently before the Court is Defendant's  Motion to Transfer and Partial Motion to Dismiss for Failure to State a Claim Upon Which Relief Can be Granted. Upon consideration of the parties' submissions, the applicable authorities, and the entire record, the Court shall GRANT IN PART Defendant's motion. Accordingly, this action is transferred to the United States District Court for the Northern District of Georgia. The Court does not address the portion of Defendant's motion seeking dismissal of Plaintiff's negligence claim, leaving a decision on this issue to the court to which this case is transferred.
A. Factual Background
Plaintiff One on One Basketball, Inc. is a District of Columbia corporation that provides basketball training services. Compl. ¶ ¶ 1-2. Although Plaintiff is headquartered in Washington, D.C., it also has eight
regional offices throughout the country. Id. ¶ 3. Each office has its own bank account into which funds are deposited. Id. ¶ 8. The regional offices provide a percentage of their income to the D.C. headquarters. Id. ¶ 9. In 2007, each of Plaintiff's offices began accepting credit card transactions and processing these transactions through the D.C. headquarters. Id. ¶ ¶ 10, 12.
Defendant Global Payments Direct, Inc. is a Georgia corporation which processes electronic transactions, including credit card transactions for merchants, multinational corporations, financial institutions, and consumers to facilitate payment for the purchase of goods and services. Id. ¶ 4. According to an affidavit submitted by Plaintiff's President, Arthur Jackson, Jackson met Stanley Shields, a representative of Defendant, at a March 2008 conference on Search Engine Optimization. Pl.'s Opp'n, Ex. 1 (Affidavit of Arthur Jackson) ¶ 3. According to Jackson, he and Shields discussed a potential credit card payment processing relationship between Plaintiff and Defendant. Id.
In April 2008, Plaintiff and Defendant entered into an agreement under which Defendant agreed to process all of Plaintiff's credit card payments in exchange for a fixed percentage of these payments. Id. ¶ 4. Jackson's affidavit states that, after several conversations, on April 14, 2008, Shields sent him the Global Payments Merchant Application (" Merchant Application" ). Id. Shields also apparently provided Jackson with a related document referenced by the Merchant Application entitled " Card Services Terms & Conditions."  In his affidavit, Jackson states he signed page three of the Merchant Application under the section " Personal Guaranty." Id. ¶ 4. He then returned the Merchant Application along with a copy of the Card Services Terms & Conditions to Shields. Id. The signed section of the Merchant Application provided by Jackson reads, in relevant part: " I/We have read, understand, and agree to be bound by the Card Services Terms & Conditions provided to Merchant and those terms and conditions contained in this Merchant Application." Id., Ex. A at 3. Although Jackson acknowledges his signature on this document in his affidavit, in its Complaint, Plaintiff characterizes its relationship with Defendant as an oral contract arising out of conversations between Jackson and Shields under which Defendant agreed to process Plaintiff's credit card transactions in exchange for a fixed percentage of the payments. Compl. ¶ 13. Jackson's affidavit also refers to his April 14, 2008 " oral agreement" with Shields. Pl.'s Opp'n, Ex. 1 ¶ 4.
As relevant here, the Card Services Terms & Conditions mentioned in the Merchant Application contains the following forum-selection clause: " Global, Member, and Merchant agree that all actions arising out, relating to, or in connection with (a) this Card Services Agreement, (b) the relationships which result from this Card Services Agreement, or (c) the validity, scope, interpretation, or enforceability of the choice of law and venue provisions of the Card Services Agreement shall be brought in either the courts of the State of Georgia sitting in ...