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SUPREME COURT OF THE UNITED STATES
_________________
No. 12–929
_________________
ATLANTIC MARINE CONSTRUCTION COMPANY, INC.,
PETITIONER v. UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT
OF TEXAS et al.
on writ of certiorari to the united states
court of appeals for the fifth circuit
[December 3, 2013]
Justice Alito
delivered the opinion of the Court.
The question in this
case concerns the procedure that is available for a defendant in a
civil case who seeks to enforce a forum-selection clause. We reject
petitioner’s argument that such a clause may be enforced by a
motion to dismiss under 28 U. S. C. §1406(a) or Rule
12(b)(3) of the Federal Rules of Civil Procedure. Instead, a
forum-selection clause may be enforced by a motion to transfer
under §1404(a) (2006 ed., Supp. V), which provides that
“[f ]or the convenience of parties and witnesses, in the
interest of justice, a district court may transfer any civil action
to any other district or division where it might have been brought
or to any district or division to which all parties have
consented.” When a defendant files such a motion, we
conclude, a district court should transfer the case unless
extraordinary circumstances unrelated to the convenience of the
parties clearly disfavor a transfer. In the present case, both the
District Court and the Court of Appeals misunderstood the standards
to be applied in adjudicating a §1404(a) motion in a case
involving a forum-selection clause, and we therefore reverse the
decision below.
I
Petitioner Atlantic
Marine Construction Co., a Virginia corporation with its principal
place of business in Virginia, entered into a contract with the
United States Army Corps of Engineers to construct a
child-development center at Fort Hood in the Western District of
Texas. Atlantic Marine then entered into a subcontract with
respondent J-Crew Management, Inc., a Texas corporation, for work
on the project. This subcontract included a forum-selection clause,
which stated that all disputes between the parties
“ ‘shall be litigated in the Circuit Court for the
City of Norfolk, Virginia, or the United States District Court for
the Eastern District of Virginia, Norfolk
Division.’ ” In re Atlantic Marine Constr. Co.,
701 F. 3d 736, 737–738 (CA5 2012).
When a dispute about
payment under the subcontract arose, however, J-Crew sued Atlantic
Marine in the Western District of Texas, invoking that
court’s diversity ju- risdiction. Atlantic Marine moved to
dismiss the suit, arguing that the forum-selection clause rendered
venue in the Western District of Texas “wrong” under
§1406(a) and “improper” under Federal Rule of
Civil Procedure 12(b)(3). In the alternative, Atlantic Marine moved
to transfer the case to the Eastern District of Virginia under
§1404(a). J-Crew opposed these motions.
The District Court
denied both motions. It first concluded that §1404(a) is the
exclusive mechanism for enforcing a forum-selection clause that
points to another federal forum. The District Court then held that
Atlantic Marine bore the burden of establishing that a transfer
would be appropriate under §1404(a) and that the court would
“consider a nonexhaustive and nonexclusive list of public and
private interest factors,” of which the
“forum-selection clause [was] only one such factor.”
United States ex rel. J-Crew Management, Inc. v. Atlantic
Marine Constr. Co., 2012 WL 8499879, *5 (WD Tex., Apr. 6,
2012). Giving particular weight to its findings that
“compulsory process will not be available for the majority of
J-Crew’s witnesses” and that there would be
“significant expense for those willing witnesses,” the
District Court held that Atlantic Marine had failed to carry its
burden of showing that transfer “would be in the interest of
justice or increase the convenience to the parties and their
witnesses.” Id., at *7–*8; see also 701 F. 3d, at
743.
Atlantic Marine
petitioned the Court of Appeals for a writ of mandamus directing
the District Court to dismiss the case under §1406(a) or to
transfer the case to the East- ern District of Virginia under
§1404(a). The Court of Appeals denied Atlantic Marine’s
petition because Atlantic Marine had not established a
“ ‘clear and indisputable’ ”
right to relief. Id., at 738; see Cheney v. United States Dist.
Court for D. C., 542 U. S. 367, 381 (2004) (mandamus
“petitioner must satisfy the burden of showing that [his]
right to issuance of the writ is clear and indisputable”
(internal quotation marks omitted; brackets in original)). Relying
on Stewart Organization, Inc. v. Ricoh Corp., 487 U. S. 22
(1988) , the Court of Appeals agreed with the District Court that
§1404(a) is the exclusive mechanism for enforcing a
forum-selection clause that points to another federal forum when
venue is otherwise proper in the district where the case was
brought. See 701 F. 3d, at 739–741. [
1 ] The court stated, however, that if a
forum-selection clause points to a nonfederal forum, dismissal
under Rule 12(b)(3) would be the correct mechanism to enforce the
clause because §1404(a) by its terms does not permit transfer
to any tribunal other than another federal court. Id., at 740. The
Court of Appeals then concluded that the District Court had not
clearly abused its discretion in refusing to transfer the case
after conducting the balance-of-interests analysis required by
§1404(a). Id., at 741–743; see Cheney, supra, at 380
(permitting mandamus relief to correct “a clear abuse of
discretion” (internal quotation marks omitted)). That was so
even though there was no dispute that the forum-selection clause
was valid. See 701 F. 3d, at 742; id., at 744 (concurring
opinion). We granted certiorari. 569 U. S. ___ (2013).
II
Atlantic Marine
contends that a party may enforce a forum-selection clause by
seeking dismissal of the suit under §1406(a) and Rule
12(b)(3). We disagree. Section 1406(a) and Rule 12(b)(3) allow
dismissal only when venue is “wrong” or
“improper.” Whether venue is “wrong” or
“improper” depends exclusively on whether the court in
which the case was brought satisfies the requirements of federal
venue laws, and those provisions say nothing about a
forum-selection clause.
A
Section 1406(a)
provides that “[t]he district court of a district in which is
filed a case laying venue in the wrong division or district shall
dismiss, or if it be in the interest of justice, transfer such case
to any district or division in which it could have been
brought.” Rule 12(b)(3) states that a party may move to
dismiss a case for “improper venue.” These provisions
therefore authorize dismissal only when venue is
“wrong” or “improper” in the forum in which
it was brought.
This
question—whether venue is “wrong” or
“improper”—is generally governed by 28
U. S. C. §1391 (2006 ed., Supp. V). [
2 ] That provision states that
“[e]xcept as otherwise provided by law . . .
this section shall govern the venue of all civil actions brought in
district courts of the United States.” §1391(a)(1)
(emphasis added). It further provides that “[a] civil action
may be brought in—(1) a judicial district in which any
defendant resides, if all defendants are residents of the State in
which the district is located; (2) a judicial district in which a
substantial part of the events or omissions giving rise to the
claim occurred, or a substantial part of property that is the
subject of the action is situated; or (3) if there is no district
in which an action may otherwise be brought as provided in this
section, any judicial district in which any defendant is subject to
the court’s personal jurisdiction with respect to such
action.” §1391(b). [
3 ] When venue is challenged, the court must determine
whether the case falls within one of the three categories set out
in §1391(b). If it does, venue is proper; if it does not,
venue is improper, and the case must be dismissed or transferred
under §1406(a). Whether the parties entered into a contract
containing a forum-selection clause has no bearing on whether a
case falls into one of the categories of cases listed in
§1391(b). As a result, a case filed in a district that falls
within §1391 may not be dismissed under §1406(a) or Rule
12(b)(3).
Petitioner’s
contrary view improperly conflates the special statutory term
“venue” and the word “forum.” It is
certainly true that, in some contexts, the word “venue”
is used synonymously with the term “forum,” but
§1391 makes clear that venue in “all civil
actions” must be determined in accordance with the criteria
outlined in that section. That language cannot reasonably be read
to allow judicial consideration of other, extrastatutory
limitations on the forum in which a case may be brought.
The structure of the
federal venue provisions confirms that they alone define whether
venue exists in a given forum. In particular, the venue statutes
reflect Congress’ intent that venue should always lie in some
federal court whenever federal courts have personal jurisdiction
over the defendant. The first two paragraphs of §1391(b)
define the preferred judicial districts for venue in a typical
case, but the third paragraph provides a fallback option: If no
other venue is proper, then venue will lie in “any judicial
district in which any defendant is subject to the court’s
personal jurisdiction” (emphasis added). The statute thereby
ensures that so long as a federal court has personal jurisdiction
over the defendant, venue will always lie somewhere. As we have
previously noted, “Congress does not in general intend to
create venue gaps, which take away with one hand what Congress has
given by way of jurisdictional grant with the other.” Smith
v. United States, 507 U. S. 197, 203 (1993) (internal
quotation marks omitted). Yet petitioner’s approach would
mean that in some number of cases—those in which the
forum-selection clause points to a state or foreign
court—venue would not lie in any federal district. That would
not comport with the statute’s design, which contemplates
that venue will always exist in some federal court.
The conclusion that
venue is proper so long as the requirements of §1391(b) are
met, irrespective of any forum-selection clause, also follows from
our prior decisions construing the federal venue statutes. In Van
Dusen v. Barrack, 376 U. S. 612 (1964) , we considered the
meaning of §1404(a), which authorizes a district court to
“transfer any civil action to any other district or division
where it might have been brought.” The question in Van Dusen
was whether §1404(a) allows transfer to a district in which
venue is proper under §1391 but in which the case could not
have been pursued in light of substantive state-law limitations on
the suit. See id., at 614–615. In holding that transfer is
permissible in that context, we construed the phrase “where
it might have been brought” to refer to “the federal
laws delimiting the districts in which such an action ‘may be
brought,’ ” id., at 624, noting that “the
phrase ‘may be brought’ recurs at least 10 times”
in §§1391–1406, id., at 622. We perceived “no
valid reason for reading the words ‘where it might have been
brought’ to narrow the range of permissible federal forums
beyond those permitted by federal venue statutes.” Id., at
623.
As we noted in Van
Dusen, §1406(a) “shares the same statutory
context” as §1404(a) and “contain[s] a similar
phrase.” Id., at 621, n. 11. It instructs a court to
transfer a case from the “wrong” district to a district
“in which it could have been brought.” The most
reasonable interpretation of that provision is that a district
cannot be “wrong” if it is one in which the case could
have been brought under §1391. Under the construction of the
venue laws we adopted in Van Dusen, a “wrong” district
is therefore a district other than “those districts in which
Congress has provided by its venue statutes that the action
‘may be brought.’ ” Id., at 618 (emphasis
added). If the federal venue statutes establish that suit may be
brought in a particular district, a contractual bar cannot render
venue in that district “wrong.”
Our holding also finds
support in Stewart, 487 U. S. 22 . As here, the parties in
Stewart had included a forum-selection clause in the relevant
contract, but the plaintiff filed suit in a different federal
district. The defendant had initially moved to transfer the case
or, in the alternative, to dismiss for improper venue under
§1406(a), but by the time the case reached this Court, the
defendant had abandoned its §1406(a) argument and sought only
transfer under §1404(a). We rejected the plaintiff’s
argument that state law governs a motion to transfer venue pursuant
to a forum-selection clause, concluding instead that “federal
law, specifically 28 U. S. C. §1404(a), governs the
District Court’s decision whether to give effect to the
parties’ forum-selection clause.” Id., at 32. We went
on to explain that a “motion to transfer under
§1404(a) . . . calls on the district court to
weigh in the balance a number of case-specific factors” and
that the “presence of a forum-selection
clause . . . will be a significant factor that
figures centrally in the district court’s calculus.”
Id., at 29.
The question whether
venue in the original court was “wrong” under
§1406(a) was not before the Court, but we wrote in a footnote
that “[t]he parties do not dispute that the District Court
properly denied the motion to dismiss the case for improper venue
under 28 U. S. C. §1406(a) because respondent
apparently does business in the Northern District of Alabama. See
28 U. S. C. §1391(c) (venue proper in judicial
district in which corporation is doing business).” Id., at
28, n. 8. In other words, because §1391 made venue
proper, venue could not be “wrong” for purposes of
§1406(a). Though dictum, the Court’s observation
supports the holding we reach today. A contrary view would all but
drain Stewart of any significance. If a forum-selection clause
rendered venue in all other federal courts “wrong,” a
defendant could always obtain automatic dismissal or transfer under
§1406(a) and would not have any reason to resort to
§1404(a). Stewart’s holding would be limited to the
presumably rare case in which the defendant inexplicably fails to
file a motion under §1406(a) or Rule 12(b)(3).
B
Although a
forum-selection clause does not render venue in a court
“wrong” or “improper” within the meaning of
§1406(a) or Rule 12(b)(3), the clause may be enforced through
a motion to transfer under §1404(a). That provision states
that “[f ]or the convenience of parties and witnesses,
in the interest of justice, a district court may transfer any civil
action to any other district or division where it might have been
brought or to any district or division to which all parties have
consented.” Unlike §1406(a), §1404(a) does not
condition transfer on the ini- tial forum’s being
“wrong.” And it permits transfer to any district where
venue is also proper (i.e., “where [the case] might have been
brought”) or to any other district to which the parties have
agreed by contract or stipulation.
Section 1404(a)
therefore provides a mechanism for enforcement of forum-selection
clauses that point to a particular federal district. And for the
reasons we address in Part III, infra, a proper application of
§1404(a) requires that a forum-selection clause be
“given controlling weight in all but the most exceptional
cases.” Stewart, supra, at 33 (Kennedy, J., concurring).
Atlantic Marine argues
that §1404(a) is not a suitable mechanism to enforce
forum-selection clauses because that provision cannot provide for
transfer when a forum-selection clause specifies a state or foreign
tribunal, see Brief for Petitioner 18–19, and we agree with
Atlantic Marine that the Court of Appeals failed to provide a sound
answer to this problem. The Court of Appeals opined that a
forum-selection clause pointing to a nonfederal forum should be
enforced through Rule 12(b)(3), which permits a party to move for
dismissal of a case based on “improper venue.” 701
F. 3d, at 740. As Atlantic Marine persua- sively argues,
however, that conclusion cannot be reconciled with our construction
of the term “improper venue” in §1406 to refer
only to a forum that does not satisfy federal venue laws. If venue
is proper under federal venue rules, it does not matter for the
purpose of Rule 12(b)(3) whether the forum-selection clause points
to a federal or a nonfederal forum.
Instead, the
appropriate way to enforce a forum-selection clause pointing to a
state or foreign forum is through the doctrine of forum non
conveniens. Section 1404(a) is merely a codification of the
doctrine of forum non conveniens for the subset of cases in which
the transferee forum is within the federal court system; in such
cases, Congress has replaced the traditional remedy of outright
dismissal with transfer. See Sinochem Int’l Co. v. Malaysia
Int’l Shipping Corp., 549 U. S. 422, 430 (2007)
(“For the federal court system, Congress has codified the
doctrine . . . ”); see also notes
following §1404 (Historical and Revision Notes) (Section
1404(a) “was drafted in accordance with the doctrine of forum
non conveniens, permitting transfer to a more convenient forum,
even though the venue is proper”). For the remaining set of
cases calling for a nonfederal forum, §1404(a) has no
application, but the residual doctrine of forum non conveniens
“has continuing application in federal courts.”
Sinochem, 549 U. S., at 430 (internal quotation marks and
brackets omitted); see also ibid. (noting that federal courts
invoke forum non conveniens “in cases where the alternative
forum is abroad, and perhaps in rare instances where a state or
territorial court serves litigational convenience best”
(internal quotation marks and citation omitted)). And because both
§1404(a) and the forum non conveniens doctrine from which it
derives entail the same balancing-of-interests standard, courts
should evaluate a forum-selection clause pointing to a nonfederal
forum in the same way that they evaluate a forum-selection clause
pointing to a federal forum. See Stewart, 487 U. S., at 37
(Scalia, J., dissenting) (Section 1404(a) “did not change
‘the relevant factors’ which federal courts used to
consider under the doctrine of forum non conveniens” (quoting
Norwood v. Kirkpatrick, 349 U. S. 29, 32 (1955) )).
C
An amicus before the
Court argues that a defendant in a breach-of-contract action should
be able to obtain dismissal under Rule 12(b)(6) if the plaintiff
files suit in a district other than the one specified in a valid
forum-selection clause. See Brief for Stephen E. Sachs as Amicus
Curiae. Petitioner, however, did not file a motion under Rule
12(b)(6), and the parties did not brief the Rule’s
application to this case at any stage of this litigation. We
therefore will not consider it. Even if a defendant could use Rule
12(b)(6) to enforce a forum-selection clause, that would not change
our conclusions that §1406(a) and Rule 12(b)(3) are not proper
mechanisms to enforce a forum-selection clause and that
§1404(a) and the forum non conveniens doctrine provide
appropriate enforcement mechanisms. [
4 ]
III
Although the Court of
Appeals correctly identified §1404(a) as the appropriate
provision to enforce the forum-selection clause in this case, the
Court of Appeals erred in failing to make the adjustments required
in a §1404(a) analysis when the transfer motion is premised on
a forum-selection clause. When the parties have agreed to a valid
forum-selection clause, a district court should ordinarily transfer
the case to the forum specified in that clause. [
5 ] Only under extraordinary circumstances
unrelated to the convenience of the parties should a §1404(a)
motion be denied. And no such exceptional factors appear to be
present in this case.
A
In the typical case
not involving a forum-selection clause, a district court
considering a §1404(a) motion (or a forum non conveniens
motion) must evaluate both the convenience of the parties and
various public-interest considerations. [
6 ] Ordinarily, the district court would weigh the
relevant factors and decide whether, on balance, a transfer would
serve “the convenience of parties and witnesses” and
otherwise promote “the interest of justice.”
§1404(a).
The calculus changes,
however, when the parties’ contract contains a valid
forum-selection clause, which “represents the parties’
agreement as to the most proper forum.” Stewart, 487
U. S., at 31. The “enforcement of valid forum-selection
clauses, bargained for by the parties, protects their legitimate
expectations and furthers vital interests of the justice
system.” Id., at 33 (Kennedy, J., concurring). For that
reason, and because the overarching consideration under
§1404(a) is whether a transfer would promote “the
interest of justice,” “a valid forum-selection clause
[should be] given controlling weight in all but the most
exceptional cases.” Id., at 33 (same). The presence of a
valid forum-selection clause requires district courts to adjust
their usual §1404(a) analysis in three ways.
First, the
plaintiff’s choice of forum merits no weight. Rather, as the
party defying the forum-selection clause, the plaintiff bears the
burden of establishing that transfer to the forum for which the
parties bargained is unwarranted. Because plaintiffs are ordinarily
allowed to select whatever forum they consider most advantageous
(consistent with jurisdictional and venue limitations), we have
termed their selection the “plaintiff’s venue
privilege.” Van Dusen, 376 U. S., at 635. [
7 ] But when a plaintiff agrees by
contract to bring suit only in a specified forum—presumably
in exchange for other binding promises by the defendant—the
plaintiff has effectively exercised its “venue
privilege” before a dispute arises. Only that initial choice
deserves deference, and the plaintiff must bear the burden of
showing why the court should not transfer the case to the forum to
which the parties agreed.
Second, a court
evaluating a defendant’s §1404(a) motion to transfer
based on a forum-selection clause should not consider arguments
about the parties’ private interests. When parties agree to a
forum-selection clause, they waive the right to challenge the
preselected forum as inconvenient or less convenient for themselves
or their witnesses, or for their pursuit of the litigation. A court
accordingly must deem the private-interest factors to weigh
entirely in favor of the preselected forum. As we have explained in
a different but “ ‘instructive’ ”
context, Stewart, supra, at 28, “[w]hatever
‘inconvenience’ [the parties] would suffer by being
forced to litigate in the contractual forum as [they] agreed to do
was clearly foreseeable at the time of contracting.” The
Bremen v. Zapata Off-Shore Co., 407 U. S. 1 –18 (1972);
see also Stewart, supra, at 33 (Kennedy, J., concurring) (stating
that Bremen’s “reasoning applies with much force to
federal courts sitting in diversity”).
As a consequence, a
district court may consider arguments about public-interest factors
only. See n. 6, supra. Because those factors will rarely
defeat a transfer motion, the practical result is that
forum-selection clauses should control except in unusual cases.
Although it is “conceiv- able in a particular case”
that the district court “would refuse to transfer a case
notwithstanding the counterweight of a forum-selection
clause,” Stewart, supra, at 30–31, such cases will not
be common.
Third, when a party
bound by a forum-selection clause flouts its contractual obligation
and files suit in a different forum, a §1404(a) transfer of
venue will not carry with it the original venue’s
choice-of-law rules—a factor that in some circumstances may
affect public-interest considerations. See Piper Aircraft Co. v.
Reyno, 454 U. S. 235 , n. 6 (1981) (listing a
court’s familiarity with the “law that must govern the
action” as a potential factor). A federal court sitting in
diversity ordinarily must follow the choice-of-law rules of the
State in which it sits. See Klaxon Co. v. Stentor Elec. Mfg. Co.,
313 U. S. 487 –496 (1941). However, we previously
identified an exception to that prin- ciple for §1404(a)
transfers, requiring that the state law applicable in the original
court also apply in the trans- feree court. See Van Dusen, 376
U. S., at 639. We deemed that exception necessary to prevent
“defendants, properly subjected to suit in the transferor
State,” from “invok[ing] §1404(a) to gain the
benefits of the laws of another
jurisdiction . . . .” Id., at 638; see
Ferens v. John Deere Co., 494 U. S. 516, 522 (1990) (extending
the Van Dusen rule to §1404(a) motions by plaintiffs).
The policies motivating
our exception to the Klaxon rule for §1404(a) transfers,
however, do not support an extension to cases where a
defendant’s motion is premised on enforcement of a valid
forum-selection clause. See Ferens, supra, at 523. To the contrary,
those considerations lead us to reject the rule that the law of the
court in which the plaintiff inappropriately filed suit should
follow the case to the forum contractually selected by the parties.
In Van Dusen, we were concerned that, through a §1404(a)
transfer, a defendant could “defeat the state-law advantages
that might accrue from the exercise of [the plaintiff’s]
venue privilege.” 376 U. S., at 635. But as discussed
above, a plaintiff who files suit in violation of a forum-selection
clause enjoys no such “privilege” with respect to its
choice of forum, and therefore it is entitled to no concomitant
“state-law advantages.” Not only would it be
inequitable to allow the plaintiff to fasten its choice of
substantive law to the venue transfer, but it would also encourage
gamesmanship. Because Ҥ1404(a) should not create or
multiply opportunities for forum shopping,” Ferens, supra, at
523, we will not apply the Van Dusen rule when a transfer stems
from enforcement of a forum-selection clause: The court in the
contractually selected venue should not apply the law of the
transferor venue to which the parties waived their right. [
8 ]
When parties have
contracted in advance to litigate disputes in a particular forum,
courts should not unnecessarily disrupt the parties’ settled
expectations. A forum-selection clause, after all, may have figured
centrally in the parties’ negotiations and may have affected
how they set monetary and other contractual terms; it may, in fact,
have been a critical factor in their agreement to do business
together in the first place. In all but the most un-usual cases,
therefore, “the interest of justice” is served by
holding parties to their bargain.
B
The District
Court’s application of §1404(a) in this case did not
comport with these principles. The District Court improperly placed
the burden on Atlantic Marine to prove that transfer to the
parties’ contractually preselected forum was appropriate. As
the party acting in violation of the forum-selection clause, J-Crew
must bear the burden of showing that public-interest factors
overwhelmingly disfavor a transfer.
The District Court also
erred in giving weight to arguments about the parties’
private interests, given that all private interests, as expressed
in the forum-selection clause, weigh in favor of the transfer. The
District Court stated that the private-interest factors
“militat[e] against a transfer to Virginia” because
“compulsory process will not be available for the majority of
J-Crew’s witnesses” and there will be
“significant expense for those willing witnesses.” 2012
WL 8499879, *6–*7; see 701 F. 3d, at 743 (noting
District Court’s “concer[n] with J-Crew’s ability
to secure witnesses for trial”). But when J-Crew entered into
a contract to litigate all disputes in Virginia, it knew that a
distant forum might hinder its ability to call certain witnesses
and might impose other burdens on its litigation efforts. It
nevertheless promised to resolve its disputes in Virginia, and the
District Court should not have given any weight to J-Crew’s
current claims of inconvenience.
The District Court also
held that the public-interest factors weighed in favor of keeping
the case in Texas because Texas contract law is more familiar to
federal judges in Texas than to their federal colleagues in Vir-
ginia. That ruling, however, rested in part on the District
Court’s belief that the federal court sitting in Virginia
would have been required to apply Texas’ choice-of-law rules,
which in this case pointed to Texas contract law. See 2012 WL
8499879, *8 (citing Van Dusen, supra, at 639). But for the reasons
we have explained, the trans- feree court would apply Virginia
choice-of-law rules. It is true that even these Virginia rules may
point to the contract law of Texas, as the State in which the
contract was formed. But at minimum, the fact that the Virginia
court will not be required to apply Texas choice-of-law rules
reduces whatever weight the District Court might have given to the
public-interest factor that looks to the familiarity of the
transferee court with the applicable law. And, in any event,
federal judges routinely apply the law of a State other than the
State in which they sit. We are not aware of any exceptionally
arcane features of Texas contract law that are likely to defy
comprehension by a fed- eral judge sitting in Virginia.
* * *
We reverse the
judgment of the Court of Appeals for the Fifth Circuit. Although no
public-interest factors that might support the denial of Atlantic
Marine’s motion to transfer are apparent on the record before
us, we remand the case for the courts below to decide that
question.
It is so ordered.
