Walburg v. Biotronik, Inc.
- Michael Davis
- 0:25-cv-01594
- U.S. District Court · District of Minnesota
- 28
In Walburg v. Biotronik, Inc., Judge Michael J. Davis granted Biotronik's motion to transfer the case from the District of Minnesota to the District of Oregon, finding that a mandatory forum-selection clause in the parties' employment agreement survived the termination of Walburg's employment and was valid and enforceable.
Employees who work in Minnesota under employment agreements containing forum-selection clauses designating out-of-state venues, particularly those bringing whistleblower or wage claims; employers seeking to enforce contractual forum-selection clauses after terminating an employee's employment.
What happened
In Walburg v. Biotronik, Inc., Jon Walburg, a former Regional Sales Director for medical-device company Biotronik, filed suit in Minnesota state court alleging he was wrongfully fired in retaliation for reporting illegal kickbacks to doctors and Medicare fraud. He brought claims under Minnesota's Whistleblower Act and a Minnesota wage statute. Biotronik removed the case to federal court and then moved to transfer it to Oregon, pointing to a clause in Walburg's employment agreement requiring that all disputes be resolved exclusively in Portland, Oregon through arbitration, or in the federal or state courts of Oregon.
The central dispute was whether that forum-selection clause survived after Walburg's employment ended. The agreement contained a separate 'survival clause' that specifically listed certain provisions—confidentiality, invention assignment, non-solicitation, and non-competition—as surviving termination, but did not mention the forum-selection clause. Walburg argued that omitting the forum-selection clause from that list meant it expired when his employment did. The court disagreed, relying on precedent holding that provisions governing how disputes are resolved generally survive a contract's termination, regardless of whether they appear in a survival clause. The court also found that allowing employees to extinguish forum-selection clauses simply by being terminated would undermine basic contract principles.
Judge Davis then analyzed whether the clause was valid and enforceable under the federal venue-transfer statute, 28 U.S.C. § 1404(a). He found no evidence of fraud or overreaching in how the agreement was signed, concluded that litigating in Oregon would not effectively deny Walburg his day in court, and rejected Walburg's argument that transferring the case would violate Minnesota public policy—finding that the Minnesota statute he cited applied only to non-compete agreements and only to contracts signed after July 1, 2023. Weighing the public interest factors, Judge Davis noted that the District of Minnesota has roughly four times the civil caseload of the District of Oregon, and that both courts are competent to apply either state's law. Because Walburg failed to show that the public interest factors 'overwhelmingly disfavored' transfer, Judge Davis granted the motion and ordered the case transferred to the District of Oregon.
The detailed version
- Jon Walburg v. Biotronik, Inc., Civil File No. 25-01594 (MJD/JFD), United States District Court, District of Minnesota
- Michael J. Davis
Background
Plaintiff Jon Walburg worked for Defendant Biotronik, Inc.—a medical-device company headquartered in Lake Oswego, Oregon—for approximately 13 years, most recently as Regional Sales Director for the Midwest. He lived and worked in Minnesota throughout his employment. On May 14, 2020, Walburg signed an employment agreement ('the Agreement') governed by Oregon law. The Agreement contained a prominent, bold-type clause labeled 'Mandatory Arbitration and Exclusive Jurisdiction,' requiring all employment-related disputes to be resolved exclusively by binding arbitration in Portland, Oregon, or litigated only in Oregon state or federal courts. The Agreement also contained a survival clause (Paragraph 6) that specifically listed confidentiality, invention assignment, non-solicitation, and non-competition obligations as surviving termination—but did not mention the forum-selection clause.
On January 7, 2025, Walburg was terminated as part of a Reduction in Force (RIF). He filed suit in Ramsey County, Minnesota state court on April 2, 2025, alleging retaliation in violation of Minnesota's Whistleblower Act and wage theft under Minn. Stat. § 181.13. Biotronik removed the case to federal court and moved to transfer venue to the District of Oregon under 28 U.S.C. § 1404(a), or alternatively to dismiss without prejudice under Federal Rule of Civil Procedure 12(b)(6).
Issue 1 — Did the Forum-Selection Clause Survive Termination? Walburg argued that because the survival clause enumerated specific provisions that would outlast termination but omitted the forum-selection clause, the canon of expressio unius (the expression of one thing excludes others) meant the forum-selection clause expired with the Agreement. He cited cases from the Northern District of Texas (TSI USA v. Uber Techs.), the Southern District of New York (NuCurrent Inc. v. Samsung Elecs. Co.), and the Northern District of Illinois (Junction Solutions) in support.
The court rejected this argument. Relying on Ferguson-Keller Associates, Inc. v. Plano Molding Co. (D. Minn. 2017) and Granite Re, Inc. v. Hutton (D. Minn. 2020), the court held that provisions governing the manner of dispute resolution—such as forum-selection clauses—generally survive contract termination and continue to apply to disputes that accrued before termination. The court distinguished Walburg's cited cases on their facts: NuCurrent involved a superseding agreement that dropped prior forum-selection language; Junction Solutions involved a broad settlement agreement disavowing prior contracts; TSI, while finding the clause did not survive, still transferred the case under § 1404(a) anyway. The court also offered a policy rationale: if a forum-selection clause expired upon termination, an employee could breach the agreement, immediately terminate it, and thereby defeat the clause—an outcome inconsistent with standard contract interpretation principles.
Issue 2 — Transfer Analysis Under 28 U.S.C. § 1404(a)
Section 1404(a) allows a federal court to transfer a civil action to another district where it could have been brought, for the convenience of parties and witnesses and in the interest of justice. The court conducted a three-step inquiry.
Step 1 — Proper Venue in Minnesota: The court confirmed that Minnesota is a proper venue. Walburg is a Minnesota citizen; Biotronik is a Delaware corporation headquartered in Oregon. Complete diversity of citizenship exists. Though Walburg pled damages only 'in excess of $50,000,' the court found that based on eight categories of damages claimed, a reasonable finder of fact could award more than the $75,000 jurisdictional minimum under 28 U.S.C. § 1332.
Step 2 — Validity of the Forum-Selection Clause: A forum-selection clause is presumptively valid and may be invalidated only if it was the product of fraud or overreaching, would deprive a party of its day in court, or would contravene the public policy of the forum state. The court found none of these present. On fraud/overreaching: the Agreement expressly gave Walburg time to consult counsel before signing. On day in court: the standard requires that proceeding in the contractual forum be 'so gravely difficult and inconvenient' that a party is for all practical purposes denied access to justice—a high bar not met merely by the cost or distance of traveling to Oregon. On public policy: Walburg argued that Minn. Stat. § 181.988, subd. 3 reflects a Minnesota policy against requiring employees to adjudicate claims outside the state. The court rejected this, finding (1) that statute governs covenants not to compete, not whistleblower or wage claims, and (2) it applies only to agreements entered after July 1, 2023—Walburg's Agreement was signed in 2020. The court concluded the clause is valid.
Step 3 — Enforceability/Public Interest Factors: When a valid forum-selection clause exists, the plaintiff bears the burden of showing that public interest factors 'overwhelmingly disfavor' transfer—a high standard. Private convenience factors are disregarded. The three public interest factors are: (1) administrative difficulties from court congestion; (2) local interest in deciding localized controversies; and (3) familiarity with governing law. On factor 1: the District of Minnesota had approximately 9,978 pending civil cases for the 12-month period ending September 30, 2024, versus only 2,320 in the District of Oregon—a roughly 4:1 ratio—weighing in favor of transfer. On factor 2: both courts have equal interest because the plaintiff is a Minnesota citizen and the defendant is an Oregon corporation—this factor was neutral. On factor 3: while Walburg's claims arise under Minnesota law, federal courts routinely apply other states' law, and the court found no exceptionally arcane features of Minnesota law that would confound an Oregon federal judge—also neutral. Because Walburg failed to show the factors overwhelmingly disfavor transfer, the clause is enforceable.
Ruling
Biotronik's motion to transfer venue was GRANTED. The case is transferred to the United States District Court for the District of Oregon. The court did not reach the alternative motion to dismiss.
Reviewer note from the AI+
Read the full 28-page opinion on CourtListener, the free public archive maintained by the Free Law Project.