Moss v. SLSCO, Ltd. et al

IN THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
MAKA YLA MOSS, 	§
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§
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Plaintiff,
v. 	Civil Action No. H-25-4494
SLSCO, LTD. & MODCORR, LLC,
Defendants.
ORDER
Pending 	before 	the 	Court 	is 	Defendants' 	Motion 	to 	Transfer 	Venue
(Document No. 12). Having considered the motion, submissions, and applicable law,
the Court determines that the motion should be granted.
I. 	BACKGROUND
This case involves alleged employment discrimination. Plaintiff Makayla
Moss ("Plaintiff') was hired by Defendants SLSCO, Ltd. ("SLSCO") and ModCorr,
LLC ("ModCorr") (collectively "Defendants") to manage trade show and marketing
operations. Plaintiff alleges that she was retaliated against, excluded from meetings,
and later disciplined for being lesbian and open about her same-sex relationship with
her African American partner. 1
1 See Plaintiff's Complaint, Document No. 1, Exhibit A at 1 (Statement of Facts).
United States District Court
Southern District of Texas
ENTERED
February 17, 2026
Nathan Ochsner, Clerk
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Based on the foregoing, on September 18, 2025, Plaintiff filed suit in this
Court, pursuant to federal question jurisdiction, asserting a claim against Defendants
for violations of "Title VII of the Civil Rights Act of 1964." 2 On January 29, 2026,
Defendants moved to transfer venue to the Galveston Division of the United States
District Court for the Southern District of Texas. 3 On February 2, 2026, Plaintiff
responded in opposition. 4
iI. LAW & ANALYSIS
Defendants 	contend that venue 	should be 	transferred pursuant to 	"the
mandatory forum-selection clause in Plaintiffs employment offer letter[.]" 5 Plaintiff
contends that the motion to transfer should be denied contending that "public-
interest factors strongly weigh against transfer." 6 The Court construes all pro se
filings liberally. See Erickson v. Paradus, 551 U.S. 89, 94 (2007).
The Supreme Court has long held that a forum selection clause can be
enforced by a motion to transfer. See Atlantic Marine Const. Co., Inc. v. U.S. Dist.
2 Plaintiff's Complaint, Document No. 1, Exhibit 2 at 1 ( Civil Cover Sheet).
3 See Defendants' Motion to Transfer Venue, Document No. 12 at 1.
4 Plaintiff's Response in Opposition to Defendants' Motion to Transfer Venue,
Document No. 13 at 1.
5 Defendants' Motion to Transfer Venue, Document No. 12 at 2.
6 Plaintiff's Response in Opposition to Defendants' Motion to Transfer Venue,
Document No. 13 at 2.
2
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Court for W. Dist. of Tex., 571 U.S. 49, 51 (2013). When a valid forum selection
clause is found, "that forum-selection [clause] should control except in unusual
cases." Id. 	The Fifth Circuit generally recognizes four cases in which a forum
selection clause does not control: "where (1) the incorporation of the forum selection
clause into the agreement was the product of fraud or overreaching; (2) the party
seeking to escape enforcement 'will for all practical purposes be deprived of his day
in court' because of the grave inconvenience or unfairness of the selected forum; (3)
the fundamental unfairness of the chosen law will deprive the plaintiff of a remedy;
or (4) enforcement of the forum selection clause would contravene a strong public
p~licy of the forum state." Haynsworth v. The Corporation, 121 F.3d 959 (5th Cir.
1997) (citing Carnival Cruise Lines v. 	Shute, 499 U.S. 585, 595 (1991)). Most
pertinent here, the Fifth Circuit has held that "the closely-related doctrine may under
limited circumstances bind non-signatories to a contract's forum selection clause[.]"
Franlink Incorporated v. BACE Services, Incorporated, 50 F.4th 432,445 (5th Cir.
2022).
Here, Defendants contend that the forum selection clause is "presumptively
valid and enforceable" and that "ModCorr may enforce the forum-selection clause
under the closely-related doctrine[.]" 7 In response, Plaintiff contends that the present
7 Defendants' Motion to Transfer Venue, Document No. 12 at 4, 6.
3
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motion should be denied contending that "Plaintiff resides in Houston ... Transfer
would impair access to justice ... Title VII provides independent venue rights ...
the offer letter was non-negotiated ... both Defendants conduct substantial business
. in Houston ... ModCorr was not a signatory to the employment offer letter ... [and]
Defendants have not shown extraordinary circumstances justifying transfer[.]" 8 The
Court will consider, in tum, each Defendants' arguments pertaining to the forum
selection clause.
A. Defendant SLSCO
Defendants contend that a valid forum selection clause exists. 9 In response,
Plaintiff contends that the Defendants "have not demonstrated extraordinary public-
interest circumstances warranting transfer." 10 Plaintiffs argument represents a clear
misunderstanding of the requirements under the law. The Supreme Court has long
held that the plaintiff "as the party defying the forum-selection clause, has the burden
of establishing that a transfer to the forum for which the parties bargained is
unwarranted." Atlantic Marine Const. Co., 571 U.S. at 51. A review of the record in
this matter reveals that a contract was entered into by Defendant SLSCO and
8 Plaintiff's Response in Opposition to Defendants' Motion to Transfer Venue,
Document No. 13 at 2-5.
9 See Defendants' Motion to Transfer Venue, Document No. 12 at 4.
10 Plaintiff's Opposition to Defendants' Motion to Transfer Venue, Document No.
28 at 5.
4
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Plaintiff providing that "[e]xclusive venue for any litigation between the parties
hereto shall be in Galveston County, Texas" and that "[t]he parties ... specifically
consent to the jurisdiction of the State District Courts of Galveston County and the
United 	States 	District 	Court 	for 	the 	Southern 	District 	of Texas, 	Galveston
Division." 11 Furthermore, the record reveals that Plaintiff provides no contentions as
to any of the Fifth Circuit's four recognized cases where a forum selection clause
does not control. 12 Based on the foregoing, and the Supreme Court's clear guidance
that, absent unusual circumstances, a forum selection clause controls, the Court finds
that the forum selection clause should be enforced. As such, the Court finds that the
matter should be transferred with respect to Defendant SLSCO. The Court will now
consider the forum selection clause as it applies to Defendant ModCorr.
11 Defendants' Motion 	to 	Transfer 	Venue, 	Document No. 	12, Exhibit 1 at 4
(Employment Contract).
12 The Court notes Plaintiffs arguments in her response to Defendants' current
motion. See Plaintiff's Response in Opposition to Defendants' Motion to Transfer Venue,
Document No. 13 at 2-5. However, a review of Plaintiffs contentions reveal that Plaintiff
is unable to assert that any of the Fifth Circuit's four recognized cases where a forum
selection clause does not apply here. Namely, the Court notes that this Court and the
Galveston Division of the United States District Court for the Southern District of Texas,
. are in the same district and apply the same laws. As such, there is no conflict of laws nor
concern with the familiarity of .governing laws. To the extent Plaintiff contends that the
forum selection clause is invalid because "the offer letter was non-negotiated[,]" the Court
notes the clear guidance of the Fifth Circuit that the incorporation of a forum selection
clause through fraud may invalidate said clause, but further notes a clear distinction
between a fraudulent 	contract 	and non-negotiated 	contract. 	Plaintiff's 	Response 	in
Opposition to Defendants' Motion to Transfer Venue, Document No. 13 at 4.
5
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B. Defendant ModCorr
Defendants contend that ModCorr "may enforce the forum-selection clause
under 	the 	closely-related 	doctrine[.]" 13 In 	response, 	Plaintiff 	contends 	that
"ModCorr was not a signatory to the employment offer letter" and that "[e]ven
assuming arguendo that ModCorr may attempt to invoke the forum-selection clause
under a 'closely related' theory, the Court must still independently weigh public
interest factors as to both Defendants." 14 A review of the record in this matter reveals
that Defendants "share common ownership and operate within the same corporate
structure[.]" 15 Based on the foregoing, and the clear guidance of the Fifth Circuit
with respect to the closely related doctrine, the Court finds that the two Defendants
in this matter are closely related. 16 As such, the Court finds that the forum selection
clause should be enforced with respect to Defendant ModCorr, and that Defendants'
motion should be granted accordingly.
13 Defendants' Motion to Transfer Venue, Document No. 12 at 6.
14 Plaintiff's Response in Opposition to Defendants' Motion to Transfer Venue,
Document No. 13 at 4.
15 Defendants' Motion to Transfer Venue, Document No. 12 at 6; see Defendants'
Motion to Transfer Venue, Document No. 12, Exhibit 2 at 1 (Texas Franchise Report).
16 With respect to Plaintiffs contention that the public factors must be independently
weighed, the Court incorporates its previous findings and reasoning and notes that any
applicable public factors are identical with respect to both Defendants.
6
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III. CONCLUSION
Based on the foregoing, the Court hereby
ORDERS that Defendants' Motion to Transfer Venue (Document No. 12) is
GRANTED. The Court further
ORDERS that this case is TRANSFERRED to the United States District
Court for the Southern District of Texas, Galveston Division.
SIGNED at Houston, Texas, on this _lJ_ day of February, 2026.
7
DAVID HITTNER
United States District Judge
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