Atlantic Marine Construction Co. v. U.S. District Court for Western District of Texas

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															SUPREME COURT OF THE UNITED STATES

															_________________

															No. 12–929

															_________________

															ATLANTIC MARINE CONSTRUCTION COMPANY, INC.,
PETITIONER v. UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT
OF TEXAS et al.

															on writ of certiorari to the united states
court of appeals for the fifth circuit

															[December 3, 2013]

															     Justice Alito
delivered the opinion of the Court.

															     The question in this
case concerns the procedure that is available for a defendant in a
civil case who seeks to enforce a forum-selection clause. We reject
petitioner’s argument that such a clause may be enforced by a
motion to dismiss under 28 U. S. C. §1406(a) or Rule
12(b)(3) of the Federal Rules of Civil Procedure. Instead, a
forum-selection clause may be enforced by a motion to transfer
under §1404(a) (2006 ed., Supp. V), which provides that
“[f ]or the convenience of parties and witnesses, in the
interest of justice, a district court may transfer any civil action
to any other district or division where it might have been brought
or to any district or division to which all parties have
consented.” When a defendant files such a motion, we conclude, a
district court should transfer the case unless extraordinary
circumstances unrelated to the convenience of the parties clearly
disfavor a transfer. In the present case, both the District Court
and the Court of Appeals misunderstood the standards to be applied
in adjudicating a §1404(a) motion in a case involving a
forum-selection clause, and we therefore reverse the decision
below.

															I

															     Petitioner Atlantic
Marine Construction Co., a Virginia corporation with its principal
place of business in Virginia, entered into a contract with the
United States Army Corps of Engineers to construct a
child-development center at Fort Hood in the Western District of
Texas. Atlantic Marine then entered into a subcontract with
respondent J-Crew Management, Inc., a Texas corporation, for work
on the project. This subcontract included a forum-selection clause,
which stated that all disputes between the parties “ ‘shall be
litigated in the Circuit Court for the City of Norfolk, Virginia,
or the United States District Court for the Eastern District of
Virginia, Norfolk Division.’ ” In re Atlantic Marine Constr.
Co., 701 F. 3d 736, 737–738 (CA5 2012).

															     When a dispute about
payment under the subcontract arose, however, J-Crew sued Atlantic
Marine in the Western District of Texas, invoking that court’s
diversity ju- risdiction. Atlantic Marine moved to dismiss the
suit, arguing that the forum-selection clause rendered venue in the
Western District of Texas “wrong” under §1406(a) and “improper”
under Federal Rule of Civil Procedure 12(b)(3). In the alternative,
Atlantic Marine moved to transfer the case to the Eastern District
of Virginia under §1404(a). J-Crew opposed these motions.

															     The District Court
denied both motions. It first concluded that §1404(a) is the
exclusive mechanism for enforcing a forum-selection clause that
points to another federal forum. The District Court then held that
Atlantic Marine bore the burden of establishing that a transfer
would be appropriate under §1404(a) and that the court would
“consider a nonexhaustive and nonexclusive list of public and
private interest factors,” of which the “forum-selection clause
[was] only one such factor.” United States ex rel. J-Crew
Management, Inc. v. Atlantic Marine Constr. Co., 2012 WL 8499879,
*5 (WD Tex., Apr. 6, 2012). Giving particular weight to its
findings that “compulsory process will not be available for the
majority of J-Crew’s witnesses” and that there would be
“significant expense for those willing witnesses,” the District
Court held that Atlantic Marine had failed to carry its burden of
showing that transfer “would be in the interest of justice or
increase the convenience to the parties and their witnesses.” Id.,
at *7–*8; see also 701 F. 3d, at 743.

															     Atlantic Marine
petitioned the Court of Appeals for a writ of mandamus directing
the District Court to dismiss the case under §1406(a) or to
transfer the case to the East- ern District of Virginia under
§1404(a). The Court of Appeals denied Atlantic Marine’s petition
because Atlantic Marine had not established a “ ‘clear and
indisputable’ ” right to relief. Id., at 738; see Cheney v.
United States Dist. Court for D. C., 542 U. S. 367, 381 (2004)
(mandamus “petitioner must satisfy the burden of showing that [his]
right to issuance of the writ is clear and indisputable” (internal
quotation marks omitted; brackets in original)). Relying on Stewart
Organization, Inc. v. Ricoh Corp., 487 U. S. 22 (1988) , the
Court of Appeals agreed with the District Court that §1404(a) is
the exclusive mechanism for enforcing a forum-selection clause that
points to another federal forum when venue is otherwise proper in
the district where the case was brought. See 701 F. 3d, at
739–741. [ 1 ] The court
stated, however, that if a forum-selection clause points to a
nonfederal forum, dismissal under Rule 12(b)(3) would be the
correct mechanism to enforce the clause because §1404(a) by its
terms does not permit transfer to any tribunal other than another
federal court. Id., at 740. The Court of Appeals then concluded
that the District Court had not clearly abused its discretion in
refusing to transfer the case after conducting the
balance-of-interests analysis required by §1404(a). Id., at
741–743; see Cheney, supra, at 380 (permitting mandamus relief to
correct “a clear abuse of discretion” (internal quotation marks
omitted)). That was so even though there was no dispute that the
forum-selection clause was valid. See 701 F. 3d, at 742; id.,
at 744 (concurring opinion). We granted certiorari. 569 U. S. ___
(2013).

															II

															     Atlantic Marine
contends that a party may enforce a forum-selection clause by
seeking dismissal of the suit under §1406(a) and Rule 12(b)(3). We
disagree. Section 1406(a) and Rule 12(b)(3) allow dismissal only
when venue is “wrong” or “improper.” Whether venue is “wrong” or
“improper” depends exclusively on whether the court in which the
case was brought satisfies the requirements of federal venue laws,
and those provisions say nothing about a forum-selection
clause.

															A

															     Section 1406(a)
provides that “[t]he district court of a district in which is filed
a case laying venue in the wrong division or district shall
dismiss, or if it be in the interest of justice, transfer such case
to any district or division in which it could have been brought.”
Rule 12(b)(3) states that a party may move to dismiss a case for
“improper venue.” These provisions therefore authorize dismissal
only when venue is “wrong” or “improper” in the forum in which it
was brought.

															     This question—whether
venue is “wrong” or “improper”—is generally governed by 28
U. S. C. §1391 (2006 ed., Supp. V). [ 2 ] That provision states that “[e]xcept as
otherwise provided by law . . . this section shall
govern the venue of all civil actions brought in district courts of
the United States.” §1391(a)(1) (emphasis added). It further
provides that “[a] civil action may be brought in—(1) a judicial
district in which any defendant resides, if all defendants are
residents of the State in which the district is located; (2) a
judicial district in which a substantial part of the events or
omissions giving rise to the claim occurred, or a substantial part
of property that is the subject of the action is situated; or (3)
if there is no district in which an action may otherwise be brought
as provided in this section, any judicial district in which any
defendant is subject to the court’s personal jurisdiction with
respect to such action.” §1391(b). [ 3 ] When venue is challenged, the court must determine
whether the case falls within one of the three categories set out
in §1391(b). If it does, venue is proper; if it does not, venue is
improper, and the case must be dismissed or transferred under
§1406(a). Whether the parties entered into a contract containing a
forum-selection clause has no bearing on whether a case falls into
one of the categories of cases listed in §1391(b). As a result, a
case filed in a district that falls within §1391 may not be
dismissed under §1406(a) or Rule 12(b)(3).

															     Petitioner’s contrary
view improperly conflates the special statutory term “venue” and
the word “forum.” It is certainly true that, in some contexts, the
word “venue” is used synonymously with the term “forum,” but §1391
makes clear that venue in “all civil actions” must be determined in
accordance with the criteria outlined in that section. That
language cannot reasonably be read to allow judicial consideration
of other, extrastatutory limitations on the forum in which a case
may be brought.

															     The structure of the
federal venue provisions confirms that they alone define whether
venue exists in a given forum. In particular, the venue statutes
reflect Congress’ intent that venue should always lie in some
federal court whenever federal courts have personal jurisdiction
over the defendant. The first two paragraphs of §1391(b) define the
preferred judicial districts for venue in a typical case, but the
third paragraph provides a fallback option: If no other venue is
proper, then venue will lie in “any judicial district in which any
defendant is subject to the court’s personal jurisdiction”
(emphasis added). The statute thereby ensures that so long as a
federal court has personal jurisdiction over the defendant, venue
will always lie somewhere. As we have previously noted, “Congress
does not in general intend to create venue gaps, which take away
with one hand what Congress has given by way of jurisdictional
grant with the other.” Smith v. United States, 507 U. S. 197,
203 (1993) (internal quotation marks omitted). Yet petitioner’s
approach would mean that in some number of cases—those in which the
forum-selection clause points to a state or foreign court—venue
would not lie in any federal district. That would not comport with
the statute’s design, which contemplates that venue will always
exist in some federal court.

															     The conclusion that
venue is proper so long as the requirements of §1391(b) are met,
irrespective of any forum-selection clause, also follows from our
prior decisions construing the federal venue statutes. In Van Dusen
v. Barrack, 376 U. S. 612 (1964) , we considered the meaning
of §1404(a), which authorizes a district court to “transfer any
civil action to any other district or division where it might have
been brought.” The question in Van Dusen was whether §1404(a)
allows transfer to a district in which venue is proper under §1391
but in which the case could not have been pursued in light of
substantive state-law limitations on the suit. See id., at 614–615.
In holding that transfer is permissible in that context, we
construed the phrase “where it might have been brought” to refer to
“the federal laws delimiting the districts in which such an action
‘may be brought,’ ” id., at 624, noting that “the phrase ‘may
be brought’ recurs at least 10 times” in §§1391–1406, id., at 622.
We perceived “no valid reason for reading the words ‘where it might
have been brought’ to narrow the range of permissible federal
forums beyond those permitted by federal venue statutes.” Id., at
623.

															     As we noted in Van
Dusen, §1406(a) “shares the same statutory context” as §1404(a) and
“contain[s] a similar phrase.” Id., at 621, n. 11. It
instructs a court to transfer a case from the “wrong” district to a
district “in which it could have been brought.” The most reasonable
interpretation of that provision is that a district cannot be
“wrong” if it is one in which the case could have been brought
under §1391. Under the construction of the venue laws we adopted in
Van Dusen, a “wrong” district is therefore a district other than
“those districts in which Congress has provided by its venue
statutes that the action ‘may be brought.’ ” Id., at 618
(emphasis added). If the federal venue statutes establish that suit
may be brought in a particular district, a contractual bar cannot
render venue in that district “wrong.”

															     Our holding also finds
support in Stewart, 487 U. S. 22 . As here, the parties in
Stewart had included a forum-selection clause in the relevant
contract, but the plaintiff filed suit in a different federal
district. The defendant had initially moved to transfer the case
or, in the alternative, to dismiss for improper venue under
§1406(a), but by the time the case reached this Court, the
defendant had abandoned its §1406(a) argument and sought only
transfer under §1404(a). We rejected the plaintiff’s argument that
state law governs a motion to transfer venue pursuant to a
forum-selection clause, concluding instead that “federal law,
specifically 28 U. S. C. §1404(a), governs the District
Court’s decision whether to give effect to the parties’
forum-selection clause.” Id., at 32. We went on to explain that a
“motion to transfer under §1404(a) . . . calls on
the district court to weigh in the balance a number of
case-specific factors” and that the “presence of a forum-selection
clause . . . will be a significant factor that
figures centrally in the district court’s calculus.” Id., at
29.

															     The question whether
venue in the original court was “wrong” under §1406(a) was not
before the Court, but we wrote in a footnote that “[t]he parties do
not dispute that the District Court properly denied the motion to
dismiss the case for improper venue under 28 U. S. C.
§1406(a) because respondent apparently does business in the
Northern District of Alabama. See 28 U. S. C. §1391(c)
(venue proper in judicial district in which corporation is doing
business).” Id., at 28, n. 8. In other words, because §1391
made venue proper, venue could not be “wrong” for purposes of
§1406(a). Though dictum, the Court’s observation supports the
holding we reach today. A contrary view would all but drain Stewart
of any significance. If a forum-selection clause rendered venue in
all other federal courts “wrong,” a defendant could always obtain
automatic dismissal or transfer under §1406(a) and would not have
any reason to resort to §1404(a). Stewart’s holding would be
limited to the presumably rare case in which the defendant
inexplicably fails to file a motion under §1406(a) or Rule
12(b)(3).

															B

															     Although a
forum-selection clause does not render venue in a court “wrong” or
“improper” within the meaning of §1406(a) or Rule 12(b)(3), the
clause may be enforced through a motion to transfer under §1404(a).
That provision states that “[f ]or the convenience of parties
and witnesses, in the interest of justice, a district court may
transfer any civil action to any other district or division where
it might have been brought or to any district or division to which
all parties have consented.” Unlike §1406(a), §1404(a) does not
condition transfer on the ini- tial forum’s being “wrong.” And it
permits transfer to any district where venue is also proper (i.e.,
“where [the case] might have been brought”) or to any other
district to which the parties have agreed by contract or
stipulation.

															     Section 1404(a)
therefore provides a mechanism for enforcement of forum-selection
clauses that point to a particular federal district. And for the
reasons we address in Part III, infra, a proper application of
§1404(a) requires that a forum-selection clause be “given
controlling weight in all but the most exceptional cases.” Stewart,
supra, at 33 (Kennedy, J., concurring).

															     Atlantic Marine argues
that §1404(a) is not a suitable mechanism to enforce
forum-selection clauses because that provision cannot provide for
transfer when a forum-selection clause specifies a state or foreign
tribunal, see Brief for Petitioner 18–19, and we agree with
Atlantic Marine that the Court of Appeals failed to provide a sound
answer to this problem. The Court of Appeals opined that a
forum-selection clause pointing to a nonfederal forum should be
enforced through Rule 12(b)(3), which permits a party to move for
dismissal of a case based on “improper venue.” 701 F. 3d, at
740. As Atlantic Marine persua- sively argues, however, that
conclusion cannot be reconciled with our construction of the term
“improper venue” in §1406 to refer only to a forum that does not
satisfy federal venue laws. If venue is proper under federal venue
rules, it does not matter for the purpose of Rule 12(b)(3) whether
the forum-selection clause points to a federal or a nonfederal
forum.

															     Instead, the
appropriate way to enforce a forum-selection clause pointing to a
state or foreign forum is through the doctrine of forum non
conveniens. Section 1404(a) is merely a codification of the
doctrine of forum non conveniens for the subset of cases in which
the transferee forum is within the federal court system; in such
cases, Congress has replaced the traditional remedy of outright
dismissal with transfer. See Sinochem Int’l Co. v. Malaysia Int’l
Shipping Corp., 549 U. S. 422, 430 (2007) (“For the federal
court system, Congress has codified the
doctrine . . . ”); see also notes following
§1404 (Historical and Revision Notes) (Section 1404(a) “was drafted
in accordance with the doctrine of forum non conveniens, permitting
transfer to a more convenient forum, even though the venue is
proper”). For the remaining set of cases calling for a nonfederal
forum, §1404(a) has no application, but the residual doctrine of
forum non conveniens “has continuing application in federal
courts.” Sinochem, 549 U. S., at 430 (internal quotation marks
and brackets omitted); see also ibid. (noting that federal courts
invoke forum non conveniens “in cases where the alternative forum
is abroad, and perhaps in rare instances where a state or
territorial court serves litigational convenience best” (internal
quotation marks and citation omitted)). And because both §1404(a)
and the forum non conveniens doctrine from which it derives entail
the same balancing-of-interests standard, courts should evaluate a
forum-selection clause pointing to a nonfederal forum in the same
way that they evaluate a forum-selection clause pointing to a
federal forum. See Stewart, 487 U. S., at 37 (Scalia, J.,
dissenting) (Section 1404(a) “did not change ‘the relevant factors’
which federal courts used to consider under the doctrine of forum
non conveniens” (quoting Norwood v. Kirkpatrick, 349 U. S. 29,
32 (1955) )).

															C

															     An amicus before the
Court argues that a defendant in a breach-of-contract action should
be able to obtain dismissal under Rule 12(b)(6) if the plaintiff
files suit in a district other than the one specified in a valid
forum-selection clause. See Brief for Stephen E. Sachs as Amicus
Curiae. Petitioner, however, did not file a motion under Rule
12(b)(6), and the parties did not brief the Rule’s application to
this case at any stage of this litigation. We therefore will not
consider it. Even if a defendant could use Rule 12(b)(6) to enforce
a forum-selection clause, that would not change our conclusions
that §1406(a) and Rule 12(b)(3) are not proper mechanisms to
enforce a forum-selection clause and that §1404(a) and the forum
non conveniens doctrine provide appropriate enforcement mechanisms.
[ 4 ]

															III

															     Although the Court of
Appeals correctly identified §1404(a) as the appropriate provision
to enforce the forum-selection clause in this case, the Court of
Appeals erred in failing to make the adjustments required in a
§1404(a) analysis when the transfer motion is premised on a
forum-selection clause. When the parties have agreed to a valid
forum-selection clause, a district court should ordinarily transfer
the case to the forum specified in that clause. [ 5 ] Only under extraordinary circumstances
unrelated to the convenience of the parties should a §1404(a)
motion be denied. And no such exceptional factors appear to be
present in this case.

															A

															     In the typical case
not involving a forum-selection clause, a district court
considering a §1404(a) motion (or a forum non conveniens motion)
must evaluate both the convenience of the parties and various
public-interest considerations. [ 6 ] Ordinarily, the district court would weigh the
relevant factors and decide whether, on balance, a transfer would
serve “the convenience of parties and witnesses” and otherwise
promote “the interest of justice.” §1404(a).

															     The calculus changes,
however, when the parties’ contract contains a valid
forum-selection clause, which “represents the parties’ agreement as
to the most proper forum.” Stewart, 487 U. S., at 31. The
“enforcement of valid forum-selection clauses, bargained for by the
parties, protects their legitimate expectations and furthers vital
interests of the justice system.” Id., at 33 (Kennedy, J.,
concurring). For that reason, and because the overarching
consideration under §1404(a) is whether a transfer would promote
“the interest of justice,” “a valid forum-selection clause [should
be] given controlling weight in all but the most exceptional
cases.” Id., at 33 (same). The presence of a valid forum-selection
clause requires district courts to adjust their usual §1404(a)
analysis in three ways.

															     First, the plaintiff’s
choice of forum merits no weight. Rather, as the party defying the
forum-selection clause, the plaintiff bears the burden of
establishing that transfer to the forum for which the parties
bargained is unwarranted. Because plaintiffs are ordinarily allowed
to select whatever forum they consider most advantageous
(consistent with jurisdictional and venue limitations), we have
termed their selection the “plaintiff’s venue privilege.” Van
Dusen, 376 U. S., at 635. [ 7 ] But when a plaintiff agrees by contract to bring suit
only in a specified forum—presumably in exchange for other binding
promises by the defendant—the plaintiff has effectively exercised
its “venue privilege” before a dispute arises. Only that initial
choice deserves deference, and the plaintiff must bear the burden
of showing why the court should not transfer the case to the forum
to which the parties agreed.

															     Second, a court
evaluating a defendant’s §1404(a) motion to transfer based on a
forum-selection clause should not consider arguments about the
parties’ private interests. When parties agree to a forum-selection
clause, they waive the right to challenge the preselected forum as
inconvenient or less convenient for themselves or their witnesses,
or for their pursuit of the litigation. A court accordingly must
deem the private-interest factors to weigh entirely in favor of the
preselected forum. As we have explained in a different but
“ ‘instructive’ ” context, Stewart, supra, at 28,
“[w]hatever ‘inconvenience’ [the parties] would suffer by being
forced to litigate in the contractual forum as [they] agreed to do
was clearly foreseeable at the time of contracting.” The Bremen v.
Zapata Off-Shore Co., 407 U. S. 1 –18 (1972); see also
Stewart, supra, at 33 (Kennedy, J., concurring) (stating that
Bremen’s “reasoning applies with much force to federal courts
sitting in diversity”).

															     As a consequence, a
district court may consider arguments about public-interest factors
only. See n. 6, supra. Because those factors will rarely
defeat a transfer motion, the practical result is that
forum-selection clauses should control except in unusual cases.
Although it is “conceiv- able in a particular case” that the
district court “would refuse to transfer a case notwithstanding the
counterweight of a forum-selection clause,” Stewart, supra, at
30–31, such cases will not be common.

															     Third, when a party
bound by a forum-selection clause flouts its contractual obligation
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. See Piper Aircraft Co. v. Reyno, 454 U. S. 235
, n. 6 (1981) (listing a court’s familiarity with the “law
that must govern the action” as a potential factor). A federal
court sitting in diversity ordinarily must follow the choice-of-law
rules of the State in which it sits. See Klaxon Co. v. Stentor
Elec. Mfg. Co., 313 U. S. 487 –496 (1941). However, we
previously identified an exception to that prin- ciple for §1404(a)
transfers, requiring that the state law applicable in the original
court also apply in the trans- feree court. See Van Dusen, 376
U. S., at 639. We deemed that exception necessary to prevent
“defendants, properly subjected to suit in the transferor State,”
from “invok[ing] §1404(a) to gain the benefits of the laws of
another jurisdiction . . . .” Id., at 638; see
Ferens v. John Deere Co., 494 U. S. 516, 522 (1990) (extending
the Van Dusen rule to §1404(a) motions by plaintiffs).

															     The policies motivating
our exception to the Klaxon rule for §1404(a) transfers, however,
do not support an extension to cases where a defendant’s motion is
premised on enforcement of a valid forum-selection clause. See
Ferens, supra, at 523. To the contrary, those considerations lead
us to reject the rule that the law of the court in which the
plaintiff inappropriately filed suit should follow the case to the
forum contractually selected by the parties. In Van Dusen, we were
concerned that, through a §1404(a) transfer, a defendant could
“defeat the state-law advantages that might accrue from the
exercise of [the plaintiff’s] venue privilege.” 376 U. S., at
635. But as discussed above, a plaintiff who files suit in
violation of a forum-selection clause enjoys no such “privilege”
with respect to its choice of forum, and therefore it is entitled
to no concomitant “state-law advantages.” Not only would it be
inequitable to allow the plaintiff to fasten its choice of
substantive law to the venue transfer, but it would also encourage
gamesmanship. Because “§1404(a) should not create or multiply
opportunities for forum shopping,” Ferens, supra, at 523, we will
not apply the Van Dusen rule when a transfer stems from enforcement
of a forum-selection clause: The court in the contractually
selected venue should not apply the law of the transferor venue to
which the parties waived their right. [ 8 ]

															     When parties have
contracted in advance to litigate disputes in a particular forum,
courts should not unnecessarily disrupt the parties’ settled
expectations. A forum-selection clause, after all, may have figured
centrally in the parties’ negotiations and may have affected how
they set monetary and other contractual terms; it may, in fact,
have been a critical factor in their agreement to do business
together in the first place. In all but the most un-usual cases,
therefore, “the interest of justice” is served by holding parties
to their bargain.

															B

															     The District Court’s
application of §1404(a) in this case did not comport with these
principles. The District Court improperly placed the burden on
Atlantic Marine to prove that transfer to the parties’
contractually preselected forum was appropriate. As the party
acting in violation of the forum-selection clause, J-Crew must bear
the burden of showing that public-interest factors overwhelmingly
disfavor a transfer.

															     The District Court also
erred in giving weight to arguments about the parties’ private
interests, given that all private interests, as expressed in the
forum-selection clause, weigh in favor of the transfer. The
District Court stated that the private-interest factors “militat[e]
against a transfer to Virginia” because “compulsory process will
not be available for the majority of J-Crew’s witnesses” and there
will be “significant expense for those willing witnesses.” 2012 WL
8499879, *6–*7; see 701 F. 3d, at 743 (noting District Court’s
“concer[n] with J-Crew’s ability to secure witnesses for trial”).
But when J-Crew entered into a contract to litigate all disputes in
Virginia, it knew that a distant forum might hinder its ability to
call certain witnesses and might impose other burdens on its
litigation efforts. It nevertheless promised to resolve its
disputes in Virginia, and the District Court should not have given
any weight to J-Crew’s current claims of inconvenience.

															     The District Court also
held that the public-interest factors weighed in favor of keeping
the case in Texas because Texas contract law is more familiar to
federal judges in Texas than to their federal colleagues in Vir-
ginia. That ruling, however, rested in part on the District Court’s
belief that the federal court sitting in Virginia would have been
required to apply Texas’ choice-of-law rules, which in this case
pointed to Texas contract law. See 2012 WL 8499879, *8 (citing Van
Dusen, supra, at 639). But for the reasons we have explained, the
trans- feree court would apply Virginia choice-of-law rules. It is
true that even these Virginia rules may point to the contract law
of Texas, as the State in which the contract was formed. But at
minimum, the fact that the Virginia court will not be required to
apply Texas choice-of-law rules reduces whatever weight the
District Court might have given to the public-interest factor that
looks to the familiarity of the transferee court with the
applicable law. And, in any event, federal judges routinely apply
the law of a State other than the State in which they sit. We are
not aware of any exceptionally arcane features of Texas contract
law that are likely to defy comprehension by a fed- eral judge
sitting in Virginia.

															*  *  *

															     We reverse the
judgment of the Court of Appeals for the Fifth Circuit. Although no
public-interest factors that might support the denial of Atlantic
Marine’s motion to transfer are apparent on the record before us,
we remand the case for the courts below to decide that
question.

															It is so ordered. Notes 1 Venue was otherwise
proper in the Western District of Texas because the subcontract at
issue in the suit was entered into and was to be performed in that
district. See United States ex rel. J-Crew Management, Inc. v.
Atlantic Marine Constr. Co., 2012 WL 8499879, *5 (WD Tex., Apr. 6,
2012) (citing ). 2 Section 1391 governs
“venue generally,” that is, in cases where a more specific venue
provision does not apply. Cf., e.g., §1400 (identifying proper
venue for copyright and patent suits). 3 Other provisions of §1391
define the requirements for proper venue in particular
circumstances. 4 We observe, moreover,
that a motion under Rule 12(b)(6), unlike a motion under §1404(a)
or the forum non conveniens doctrine, may lead to a jury trial on
venue if issues of material fact relating to the validity of the
forum-selection clause arise. Even if Professor Sachs is ultimately
correct, therefore, defendants would have sensible reasons to
invoke §1404(a) or the forum non conveniens doctrine in addition to
Rule 12(b)(6). 5 Our analysis presupposes
a contractually valid forum-selection clause. 6 Factors relating to the
parties’ private interests include “relative ease of access to
sources of proof; availability of compulsory process for attendance
of unwilling, and the cost of obtaining attendance of willing,
witnesses; possibility of view of premises, if view would be
appropriate to the action; and all other practical problems that
make trial of a case easy, expeditious and inexpensive.” Piper
Aircraft Co. v. Reyno, (internal quotation marks omitted).
Public-interest factors may include “the administrative
difficulties flowing from court congestion; the local interest in
having localized controversies decided at home; [and] the interest
in having the trial of a diversity case in a forum that is at home
with the law.” Ibid. (internal quotation marks omitted). The Court
must also give some weight to the plaintiffs’ choice of forum. See
Norwood v. Kirkpatrick, . 7 We note that this
“privilege” exists within the confines of statutory limitations,
and “[i]n most instances, the purpose of statutorily specified
venue is to protect the defendant against the risk that a plaintiff
will select an unfair or inconvenient place of trial.” Leroy v.
Great Western United Corp., –184 (1979). 8 For the reasons detailed
above, see Part II–B, supra, the same standards should apply to
motions to dismiss for forum non conveniens in cases involving
valid forum-selection clauses pointing to state or for-eign forums.
We have noted in contexts unrelated to forum-selection clauses that
a defendant “invoking forum non conveniens ordinarily bears a heavy
burden in opposing the plaintiff’s chosen forum.” Sinochem Int’l
Co. v. Malaysia Int’l Shipping Co., . That is because of the
“hars[h] result” of that doctrine: Unlike a §1404(a) motion, a
successful motion under forum non conveniens requires dismissal of
the case. Norwood, 349 U. S., at 32. That inconveniences
plaintiffs in several respects and even “makes it possible for
[plaintiffs] to lose out completely, through the running of the
statute of limitations in the forum finally deemed appropriate.”
Id., at 31 (internal quotation marks omitted). Such caution is not
warranted, however, when the plaintiff has violated a contractual
obligation by filing suitin a forum other than the one specified in
a valid forum-selection clause. In such a case, dismissal would
work no injustice on the plaintiff.