UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF NEW JERSEY

JENNIE DARROW,

Plaintiff,

v.

INGENESIS, INC. and VERONICA 

MUZQUIZ EDWARDS,

Defendants.

Civ. No. 19–17027 (KM) (ESK)

OPINION

KEVIN MCNULTY, U.S.D.J.:

Defendant InGenesis, Inc. employed plaintiff Jennie Darrow for about a 

year before it terminated her. Darrow alleges that by firing her InGenesis and 

its owner, defendant Veronica Muzquiz Edwards, retaliated against her in 

violation of New Jersey’s Conscientious Employee Protection Act, N.J. Stat. 

§ 34:19-1 et seq. Now before the Court is Defendants’ motion, seeking an order 

(i) transferring venue of this matter to the Western District of Texas, pursuant 

to 28 U.S.C. § 1404, or, in the alternative (ii) staying this matter and 

compelling arbitration, pursuant to 9 U.S.C. §§ 3 & 4, or dismissing this case, 

pursuant to Fed. R. Civ. P. 12(b)(1). For the following reasons, the portion of 

the motion that seeks a transfer of venue is GRANTED; the part of the motion 

that seeks a dismissal or stay of this matter is DENIED.

BACKGROUND

Plaintiff Jennie Darrow is a resident of New Jersey. (DE 1 ¶ 9).1

Defendant Veronica Muzquiz Edwards is a resident of Texas. (DE 1 ¶ 9). 

Edwards is the founder, CEO, and owner of defendant InGenesis, Inc. (DE 1 

¶¶ 9 & 15). InGenesis is a Texas corporation, registered to do business in New 

Jersey, and has its principal place of business in San Antonio, Texas. (DE ¶¶ 9 

& 14). InGenesis is a staffing company that provides staffing-related services to 

1 “DE __” refers to the docket entry number in this case.

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large institutional and corporate clients. (DE 1 ¶ 4). Darrow established a 

career in that industry before joining InGenesis. (DE 1 ¶¶ 16–17).

In July 2018, InGenesis hired Darrow to serve as the executive director 

of its Managed Service Provider Programs division. (DE 1 ¶¶ 3 & 23). Darrow 

and InGenesis both understood that Darrow would exclusively work from her 

home in New Jersey and remotely report to supervisors in Pennsylvania and 

Texas. (DE 1 ¶ 24 & DE 14-7 ¶ 12). During the eleven months she worked at 

InGenesis, Darrow traveled to Texas five times. (DE 14-7 ¶ 11).

When InGenesis hired Darrow, the two sides executed an arbitration 

agreement. (DE 6-3). The agreement required the parties to resolve all disputes 

before a neutral arbitrator in Houston:

This Arbitration Agreement modifies the legal and equitable 

rights and obligations of InGenesis, Inc. (“InGenesis”) and 

Employee. Read it carefully as InGenesis and Employee are 

bound by these provisions regarding past, current and future 

matters and issues, acts and/or omissions. Enforcement of the 

Arbitration Agreement shall be governed by the Federal 

Arbitration Act.

Employer InGenesis and Employee agree that, for many reasons. 

lawsuits and court actions are disadvantageous to both. Therefore,

they agree that any claim or dispute between them or against the 

other or any agent or employee of the other, whether related to the 

employment relationship or otherwise, including those created by 

practice, common law, court decision, or statute, now existing or 

created later, including any related to allegations of violations of 

state or federal statutes related to discrimination, harassment, 

and/or retaliation[](collectively referred to as “Claims”), shall be 

resolved by neutral binding arbitration by the American Arbitration

Association, under the rules of procedure in effect at the time any 

claim is made. Federal Rule of Civil Procedure 68 (“Offer of 

Judgment”) shall apply, as well.

Any disputes shall be arbitrated by an arbitrator pursuant to the 

Employment Rules of the Association at the Association’s regional 

office in Houston, Texas. The decision of the arbitrator shall be 

final and conclusive on the parties and shall be a bar to any suit, 

action or proceeding instituted in any federal, state or local court 

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or before any administrative tribunal (with the exception of 

statutorily mandated pre-arbitration administrative requirements).

Each party shall pay its own costs of arbitration, except that 

Employer agrees to pay for one day of arbitration hearings. Fees 

paid are subject to (including attorneys’ fees) the award of fees, as

provided by law and arbitration rules. Any award of the arbitrator 

may be entered as a judgment in any court of competent 

jurisdiction. By signing this Agreement, the parties are giving 

up any right they might have to a jury trial.

(DE 6-3 at 1). The agreement also included choice-of-law and forum-selection 

clauses:

Recognizing that services may be rendered in various States 

and/or territories of the United States, and the need for 

consistency in administering this agreement and the overall 

relationship between InGenesis and Employee, Employee and 

InGenesis agree that the terms of this Arbitration Agreement shall 

be construed and enforced in accordance with the laws of the State

of Texas without regard to the choice of law principles thereof, 

including, but not limited to, any worker’s compensation matter.

. . .

Subject to paragraph 1, the parties further agree that all actions or 

proceedings arising in connection with this Agreement, including 

injunctive relief, shall be tried and litigated exclusively in the 

Federal Courts of the Western District of Texas, San Antonio 

Division, or in the State District Courts of Texas located in Bexar 

County, Texas. The aforementioned choice of venue is intended by 

the parties to be mandatory and not permissive in nature, thereby 

precluding the possibility of litigation between the parties with 

respect to or arising out of this Agreement in any jurisdiction other 

than specified in this paragraph. Each party waives any right it 

may have to assert the doctrine of forum non conveniens or similar 

doctrine or object to venue with respect to any proceeding brought 

in accordance with this paragraph, and stipulates that the Federal 

Courts of the Western District of Texas, San Antonio Division, or in 

the State District Courts of Texas located in Bexar County, Texas, 

shall have in personam jurisdiction and venue over each of them 

for the purpose of litigating any dispute, controversy, or proceeding 

arising out of or related to this Agreement.

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(DE 6-3 at 1–2). The record reflects that Darrow electronically signed the 

agreement and that Edwards physically countersigned. (DE 6-3 at 2). Their 

signatures are both dated July 2, 2018. (DE 6-3 at 2).

On July 10 and 12, 2018, Darrow and InGenesis also signed certain 

restrictive agreements that addressed her duty of loyalty to the company. (DE 

14-3 & DE 14-4). The agreements contained non-disclosure, non-solicitation, 

and non-compete clauses that purported to obligate Darrow to InGenesis. (DE 

14-3 & DE 14-4).

At InGenesis, Darrow oversaw the accounts of clients with whom 

InGenesis had contracted to perform background checks and drug screenings. 

(DE ¶ 30). Several months into her tenure at InGenesis, Darrow became 

concerned that InGenesis was not properly conducting background checks and 

drug screenings of its clients’ employees. (DE 1 ¶ 33). In March 2019, Darrow 

raised her concerns to her supervisor and to her colleague’s supervisor. (DE 1 

¶ 34). Unsatisfied with the response she received, Darrow continued to press 

her supervisors on the issue. (DE 1 ¶ 41).

On April 26, 2019, Edwards removed Darrow from the largest of her four 

client accounts. (DE 1 ¶ 47). In May 2019, Darrow again voiced to her 

superiors concerns about a different client. (DE 1 ¶¶ 49–50). She received no 

meaningful response. On May 24, 2019, Edwards fired Darrow, telling her that 

her position had been eliminated. (DE 1 ¶¶ 51–54).

Darrow now sues InGenesis and Edwards under the New Jersey 

Conscientious Employee Protection Act (“CEPA”), N.J. Stat. § 34:19-1 et seq.

She claims that InGenesis and Edwards fired her in retaliation for her having 

engaged in protected activity. (DE 1 ¶ 60–61). The alleged protected activity 

consists of Darrow’s complaints about InGenesis’s failure to conduct 

background checks and drug screenings, which Darrow claims were 

contractually required. (DE 1 ¶¶ 33–52).

Darrow filed this lawsuit on August 21, 2019. (DE 1). On September 13, 

2019, InGenesis and Edwards moved in this Court for an order (i) dismissing 

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this matter; (ii) staying this matter and compelling arbitration; or (iii) 

transferring the matter to the Western District of Texas. (DE 6).

DISCUSSION

A. The Motion to Transfer Venue

The law governing transfer of venue where the parties have entered into a 

forum-selection agreement is best understood against the background of cases 

in which no such agreement is present.

In general, venue is proper in “a judicial district in which a substantial 

part of the events or omissions giving rise to the claim occurred.” See 28 U.S.C. 

§ 1391(b); Cottman Transmission Systems, Inc. v. Martino, 36 F.3d 291, 294 (3d 

Cir. 1994) (“The [relevant] test for determining venue is not the defendant’s 

‘contacts’ with a particular district, but rather the location of those ‘events or

omissions giving rise to the claim . . . .”). If venue is improper, a court “shall 

dismiss, or if be in the interests of justice, transfer such case to any district in 

which it could have been brought.” 28 U.S.C. § 1406(a). The Rule 12(b)(3) 

movant has the burden of demonstrating that venue is improper. Myers v. Am. 

Dental Ass’n, 695 F.2d 716, 724–25 (3d Cir. 1982).

Even if venue is properly laid, a court may transfer the case to another 

district court where the case might have been brought based on the 

convenience of the parties and witnesses. See 28 U.S.C. § 1404(a). A district 

court has “broad discretion to determine, on an individualized, case-by-case 

basis, whether convenience and fairness consideration weigh in favor of 

transfer.” Jumara v. State Farm Ins. Co., 55 F.3d 873, 883 (3d Cir. 1995) (citing 

Stewart Org., Inc. v. Ricoh Corp., 487 U.S. 22 (1988)). That decision is to be 

guided by a number of non-exclusive public and private interest factors:

The private interests have included: plaintiff’s forum preference as 

manifested in the original choice, the defendant’s preference, 

whether the claim arose elsewhere, the convenience of the parties 

as indicated by their relative physical and financial condition; the 

convenience of the witnesses—but only to the extent that the 

witnesses may actually be unavailable for trial in one of the fora, 

and the location of books and records (similarly limited to the 

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extent that the files could not be produced in the alternative 

forum).

The public interests have included: the enforceability of the 

judgment; practical considerations that could make the trial easy, 

expeditious, or inexpensive; the relative administrative difficulty in 

the two fora resulting from court congestion, the local interest in 

deciding local controversies at home; the public policies of the fora, 

and the familiarity of the trial judge with the applicable state law in 

diversity cases.

Id. at 879–80 (internal citations omitted). The burden of persuasion rests with 

the party requesting a change of venue. Id.

The allegations and evidence show that InGenesis is incorporated in 

Texas and that Darrow’s chain of command flowed through its San Antonio 

headquarters. San Antonio is located in the Western District of Texas. Edwards 

is also a resident of Texas, and the alleged retaliation against Darrow occurred 

in Texas—again, in San Antonio. Accordingly, Defendants have satisfied their 

burden of showing that venue would be proper in the transferee district, the 

Western District of Texas, because “a substantial part of the events or 

omissions giving rise to the claim occurred” in that district. See 28 U.S.C. 

§ 1391(b).

The United States Supreme Court has instructed that if a contract 

contains a valid forum selection clause, then courts must “transfer the case 

unless extraordinary circumstances unrelated to the convenience of parties 

clearly disfavor a transfer.” See Atl. Marine Constr. Co. v. U.S. Dist. Ct. for the W. 

Dist. of Texas, 571 U.S. 49 (2013). My analysis of the factors, then, is governed 

by that principle. 

The Private Interests

Under a typical § 1404(a) analysis, courts must evaluate whether

transfer is appropriate based on a series of private and public interest factors

to determine whether “on balance the litigation would more conveniently

proceed and the interests of justice be better served by transfer to a different

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forum.” Jumara, 55 F.3d at 879. See also In re Howmedica Osteonics Corp., 867 

F.3d 390, 403–05 (3d Cir. 2017), cert. denied, 138 S. Ct. 1288 (2018).

However, when the parties have agreed to a forum-selection clause, as in

this case, the Supreme Court has held that courts must “adjust their usual

Section 1404(a) analysis in three ways.” Atl. Marine Constr. Co. at 581. First,

the plaintiff's choice of forum holds no weight, and the plaintiff bears the

burden of establishing that transfer to the agreed upon forum is unwarranted.

Id. at 581–82. Second, when a party flouts its contractual obligation under a

forum-selection clause 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.” Id. at

582. Third, the court should not consider arguments about the parties’ private

interests. As the Court stated in Atl. Marine Constr. Co., “[w]hen parties agree to

a forum-selection clause, they waive the right to challenge the preselected

forum as inconvenient or less convenient . . . .” Id. at 582.

Out of an abundance of caution, I will nonetheless briefly consider the 

private factors.

i. Plaintiff’s forum preferences

In most cases, the plaintiff's forum choice is “a paramount consideration

in any determination of a transfer request.” Shutte v. Armco Steel Corp., 431

F.2d 22, 25 (3d Cir.1970). A forum-selection clause, however, trumps this

consideration. See Jumara, 55 F.3d at 880.

The Third Circuit has explained that “while courts normally defer to a

plaintiff's choice of forum, such deference is inappropriate where the plaintiff

has already freely contractually chosen an appropriate venue.” Id. at 880.

Indeed, “a forum selection clause is treated as a manifestation of the parties’

preferences as to a convenient forum.” Id. Any “deference to the filing forum

would only encourage parties to violate their contractual obligations.” In re

Ricoh Corp., 870 F.2d 570, 573 (11th Cir.1989); see also Wieczenski v. The

Brake Shop, Civ. No. 93–5673, 1994 WL 111082 at *7 (D.N.J. Mar.28, 1994)

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(“[W]hen a party brings suit upon a contract that contains an enforceable

forum selection clause, that party has already effectively ‘chosen’ the forum in

which to litigate the dispute.”).

The evidence plainly reveals that the arbitration agreement designates 

the Western District of Texas and the Texas state courts in Bexar County2 as 

the exclusive fora to resolve disputes between Darrow and InGenesis. 

Accordingly, the Court places no weight on Darrow’s choice of the District of 

New Jersey as a forum.

ii. Defendants’ forum preferences

As evidenced by this motion, Defendants prefer to litigate or arbitrate 

this dispute in the Western District of Texas. This factor favors a transfer of 

venue.

iii. Whether the claim arose elsewhere

Darrow lives and works in New Jersey. She also received news of her 

termination in New Jersey, and she felt the effects of the alleged retaliation in 

New Jersey. However, InGenesis and Edwards are both located in Texas, and 

the allegedly retaliatory conduct occurred there as well. Accordingly, this 

factor, even if it tips somewhat to Darrow’s side, is not determinative.

iv. The convenience of the parties

Darrow argues that if this case is transferred to Texas, she will be 

inconvenienced because she will have to “hire Houston-based counsel 

competent and willing to prosecute NJCEPA claims in arbitration.” (DE 14 at 

23). Darrow also argues that “[a]ny inconvenience or additional cost attendant 

to Defendant Edwards having to travel to New Jersey for the arbitration hearing 

is dwarfed by the burden and hardship traveling thousands of miles to 

Houston will cause to the presently unemployed Ms. Darrow.” (DE 14 at 23). 

Litigating a dispute in an out-of-state forum presents a greater inconvenience 

to a sole plaintiff than it does for a corporate defendant. Nonetheless, InGenesis 

and Edwards would also be inconvenienced by litigating in New Jersey instead 

2 Bexar County encompasses San Antonio.

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of Texas. Therefore, this factor weighs only slightly in Darrow’s favor. I note 

also that Darrow did choose to contract with a Texas entity, and traveled to 

Texas in connection with her work.

v. The location of books and records

This factor has little bearing. Courts should only consider the location of 

the books and records where “the witnesses may actually be unavailable” or 

where the documents may “not be produced in the other forum.” Jumara, 55 

F.3d at 879. Neither party has demonstrated the lack of availability, in either 

forum, of witnesses or documents.

The Public Interest

The Supreme Court has instructed, that “[b]ecause [the public interest]

factors will rarely defeat a transfer motion, the practical result is that the

forum-selection clauses should control except in unusual cases.” Atl. Marine

Constr. Co. at 582. Nonetheless, I will briefly consider the public factors.

i. The enforceability of the judgment

Neither party has argued, and the Court does not believe, that the 

Western District of Texas cannot enforce any order or judgment that emanates 

from this dispute. This factor has no effect.

ii. Practical considerations

Particularly because this case is at an early stage, practical 

considerations do not warrant its retention in this District. The Court is 

confident that the Western District of Texas can adjudicate this matter as 

efficiently as the District of New Jersey.

iii. Relative administrative difficulties

Neither party has identified any administrative difficulties associated 

with adjudicating this dispute in either forum. This factor is neutral.

iv. Local interests

Both localities have an interest in the dispute. New Jersey has an 

interest in protecting its citizens, and Texas has an interest is protecting its 

own. This factor is not determinative.

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v. Public policies of the fora

Darrow argues that New Jersey has a public policy, embodied in the 

NJCEPA statute, of protecting its employees who object to workplace practices 

that endanger the safety and well-being of the public. Texas law, she says, is 

less protective. (DE 14 at 11). Defendants point out, however, that New Jersey 

also has a strong public policy of upholding contractual choices such as forumselection clauses. (DE 6-1 at 5). On balance, the factor is neutral.

vi. Familiarity of the trial judge with applicable state law

Darrow argues that Texas-based judges and arbitrators are less familiar 

with CEPA than their New Jersey counterparts. (DE 14 9–10 & 13). However, 

Defendants rightly point out that the arbitrability of the dispute is a threshold 

issue. (DE 6-1 at 13). Under the terms of the arbitration agreement, that 

determination is subject to Texas law. Accordingly, this factor favors a transfer, 

or is at worst neutral.

In sum, the Jumara factors weigh in favor of transferring this action, 

with the forum-selection clause forming the strongest, indeed nigh-dispositive,

basis for that decision. I have found none of the “extraordinary circumstances 

unrelated to the convenience of parties [that] clearly disfavor a transfer.” See

Atl. Marine Constr, 571 U.S. at 49.

The forum-selection clause that designates the Western District of Texas 

therefore determines the proper forum for this dispute. In the short run, that 

dispute concerns the motion to compel arbitration. But even if that motion is 

denied and the remainder of the dispute is heard in court, that court will be 

the U.S. District Court for the Western District of Texas. 

Defendants’ motion is therefore GRANTED to the extent it seeks a 

transfer of venue. 

B. The Motion to Compel Arbitration

Section 4 of the FAA sets forth the procedure when a court is presented 

with a petition to compel arbitration. That section provides, in relevant part:

A party aggrieved by the alleged failure, neglect, or refusal of 

another to arbitrate under a written agreement for arbitration may 

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petition any United States district court . . for an order directing 

that such arbitration proceed in the manner provided for in such 

agreement. . . . The court shall hear the parties, and upon being 

satisfied that the making of the agreement for arbitration or the 

failure to comply therewith is not in issue, the court shall make an 

order directing the parties to proceed to arbitration in accordance 

with the terms of the agreement. . . . If the making of the 

arbitration agreement. . . be in issue, the court shall proceed 

summarily to the trial thereof.

9 U.S.C. § 4. “[A]s a matter of federal law,” applicable in the Western District of 

Texas as it would be here, “any doubts concerning the scope of arbitrable 

issues should be resolved in favor of arbitration.” Moses H. Cone Mem’l Hosp. v. 

Mercury Constr. Corp., 460 U.S. 1, 24–25 (1983). See also Kindred Nursing 

Centers Ltd. P’ship v. Clark, 137 S. Ct. 1421 (2017).

The plaintiff raises a number of objections to arbitration of claims, the 

splitting of costs, and so forth. For the reasons expressed above, those 

arbitrability issues will be resolved in the transferee district, the Western 

District of Texas, in accordance with federal law and the Texas law of contracts.

For similar reasons, I leave any associated decisions about whether to stay or 

dismiss the case to the discretion of that court.

CONCLUSION

For the foregoing reasons, Defendants’ motion to transfer this case to the 

Western District of Texas is GRANTED. Insofar as the motion seeks further 

relief, such as a dismissal or stay of this matter, it is DENIED.

A separate order will issue.

Dated: April 29, 2020

/s/ Kevin McNulty

___________________________________

Hon. Kevin McNulty

United States District Judge

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