Blattner Energy, LLC v. Fisher Associates, P.E., L.S., L.A., D.P.C.

This case arises from a dispute between Blattner Energy, LLC ('Blattner') and Fisher Associates, P.E., L.S., L.A., D.P.C. ('Fisher') under a Master Engineering Services Agreement. Blattner filed suit in Stearns County District Court, a Minnesota state court, alleging Professional Malpractice and Breach of Contract. Fisher removed the case to the U.S. District Court for the District of Minnesota, invoking diversity jurisdiction — the federal court's authority to hear civil cases between parties from different states when the amount in controversy exceeds a statutory threshold.

Blattner moved to remand (send the case back to state court) under 28 U.S.C. § 1447(c), which allows remand when removal was improper. The basis for remand was a 'Disputes' clause in the parties' contract, which stated in relevant part: 'In the event that mediation is unsuccessful, litigation shall be conducted in Stearns County, Minnesota.'

The sole legal question was whether this forum-selection clause constituted a 'clear and unequivocal' waiver of Fisher's right to remove — the standard set by the Eighth Circuit Court of Appeals in PR Group, LLC v. Windmill Int'l, Ltd., 792 F.3d 1025 (8th Cir. 2015). Judge Tunheim applied Minnesota contract interpretation principles, under which 'shall' is a mandatory term and contracts are interpreted according to their plain language when unambiguous.

The court held that the clause was unambiguous and had only one reasonable interpretation: litigation must occur in Stearns County, Minnesota. Because there is no federal courthouse in Stearns County, the only court that can satisfy this requirement is the Minnesota state court sitting in that county. The court rejected Fisher's argument that the clause needed to expressly mention removal, state courts, or exclusivity, citing a prior District of Minnesota decision in Valspar Corp. v. Sherman rejecting a 'magic words' approach, and the Fifth Circuit's decision in City of New Orleans v. Municipal Admin. Services, Inc. for the proposition that establishing exclusive venue in a contract satisfies the clear-and-unequivocal standard.

The court also distinguished MRP Trading I A, LLC v. Eberhart, 526 F. Supp. 3d 470 (D. Minn. 2021), a case Fisher cited in which 'shall' did not create a mandatory forum. In Eberhart, the clause only required that rights be 'enforceable' in a named state, leaving other forum options open. Here, by contrast, the clause identified Stearns County as the only place where litigation could be conducted, making it truly mandatory and exclusive.

Judge Tunheim granted Blattner's Motion to Remand in full, ordering the case returned to Stearns County District Court. The opinion does not address attorneys' fees or costs in connection with the remand.