In Thompson v. Old Glory Bank, a judge in the District of Massachusetts granted Old Glory Bank’s motion to transfer venue to the Western District of Oklahoma. The case arose out of a consumer banking dispute in which plaintiff Scott Thompson, a Massachusetts resident, alleged that Old Glory Bank failed to process his automatic mortgage payments, resulting in negative credit reporting and various alleged damages. Thompson asserted four claims against the bank, including a violation of the Massachusetts Consumer Protection Act, Mass. Gen. Laws Chapter 93A.

The centerpiece of the defense’s successful motion was the forum-selection clause contained in Old Glory Bank’s Online Banking Service Agreement, which designated Oklahoma County, Oklahoma, as the exclusive venue for any dispute arising out of or related to the bank’s online services. The court found the clause to be mandatory in nature, noting its use of the word “exclusively.”

Thompson’s primary argument against transfer centered on Chapter 93A, contending that enforcing the forum-selection clause would contravene Massachusetts public policy because an Oklahoma court would have no obligation to apply Massachusetts consumer-protection law and would thereby extinguish his Chapter 93A protections. The court rejected this argument, placing the burden on Thompson – described as a “heavy burden” – to demonstrate unenforceability, and finding that he failed to meet it on multiple independent grounds.

First, the court found that Thompson could not identify any Massachusetts statute that either prohibited forum-selection clauses in banking-service agreements or guaranteed a local forum for Chapter 93A claims. This was fatal to his public policy argument. Second, the court noted that Massachusetts courts and the First Circuit have consistently upheld forum-selection clauses even where individual Chapter 93A claims are at issue. Third, the court rejected the assumption that an Oklahoma federal court would necessarily refuse to apply Thompson’s Massachusetts state-law claims. The court observed that jurisdictions outside Massachusetts may enforce Chapter 93A claims where the underlying conduct occurred “primarily and substantially” within Massachusetts. Thompson failed to demonstrate that Oklahoma’s choice-of-law rules would bar such an application or that his claims would go unrecognized in the transferee forum. Finally, the court addressed the outer limit of the public policy exception by noting that even if the Oklahoma court were ultimately to decline to apply Chapter 93A and substitute its own remedy, that alone would not render the forum-selection clause unenforceable.

The court’s ruling underscores that Chapter 93A, while a robust consumer-protection statute, does not create a per se bar to the enforcement of forum-selection clauses, and that a plaintiff seeking to avoid such a clause on public policy grounds faces a formidable legal burden that mere invocation of Chapter 93A may not satisfy.