Just Cause Marketing, Inc. v. Lendio, Inc., No. 2:26-cv-00011 (D. Utah), order transferring the case from the Southern District of Ohio (forum-selection clause) (ECF 24, Jan. 6, 2026)

Summary

Order of the U.S. District Court for the Southern District of Ohio, Western Division, in Just Cause Marketing, Inc. v. Lendio, Inc., Case No. 1:24-cv-724, by Judge Jeffery P. Hopkins, dated January 6, 2026 and filed as Document 24 in Case 2:26-cv-00011-JNP. It follows Lendio's Motion to Stay Litigation and Compel Arbitration and an Order to Show Cause on transfer to the District of Utah under a forum selection clause in Lendio's Terms of Use. Just Cause characterizes Lendio's handling of an SBA loan and a bridge loan as a bait and switch tactic. The Court concludes that transfer under 28 U.S.C. § 1404(a) is proper and directs the Clerk's Office to transfer the case to the District of Utah and administratively close it.

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Case 2:26-cv-00011-JNP       Document 24          Filed 01/06/26   PageID.134     Page 1 of 7




                      IN THE UNITED STATES DISTRICT COURT
                       FOR THE SOUTHERN DISTRICT OF OHIO
                                WESTERN DIVISION

 JUST CAUSE MARKETING, INC.,                  :    Case No. 1:24-cv-724
 et al.,                                      :
                                              :    Judge Jeffery P. Hopkins
        Plaintiffs,                           :
                                              :
 vs.                                          :
                                              :
 LENDIO, INC.,                                :
                                              :
        Defendant.


                                          ORDER


       This matter is before the Court following Defendant Lendio, Inc.’s (“Defendant” or

“Lendio”) Motion to Stay Litigation and Compel Arbitration (the “Motion”) involving

Plaintiff Just Cause Marketing, Inc. (“Plaintiff” or “Just Cause”). Doc. 13. Although the

Court denied the Motion as moot, it also issued an Order to Show Cause directing Plaintiff

to explain why this case should not be transferred to the United States District Court for the

District of Utah, pursuant to a forum selection clause contained in the parties’ agreement.

Doc. 20. Plaintiff submitted a Response (“Plaintiff’s Response”) (Doc. 21), to which

Defendant responded (“Defendant’s Response”) (Doc. 22), and Plaintiff replied (“Plaintiff’s

Reply”) (Doc. 23). The matter is now ripe for review.

       I.      Background

       Plaintiff Just Cause is a Connecticut corporation that conducts business in Ohio.

Compl., Doc. 1, ¶ 1. Defendant Lendio, a Delaware corporation, has its principal place of

business in Utah. Doc. 13-1, ¶ 3. Just Cause is a Woman Owned Small Business that

specializes in “branding, innovation, packaging, and sustainable packaging for consumer
Case 2:26-cv-00011-JNP           Document 24        Filed 01/06/26       PageID.135        Page 2 of 7




product companies worldwide.” Compl., Doc. 1, ¶ 3. Lendio is a loan marketplace which

attempts to connect small businesses with loans. Id. at ¶¶ 4, 17. Lendio advertised its services

and represented to Just Cause that Lendio could promptly assist Just Cause in obtaining a

loan from the Small Business Administration (“SBA”). Id. at ¶¶ 15, 18.

        Allegedly after confirming that an SBA loan was forthcoming, Lendio offered to assist

Just Cause in obtaining a short-term, high-interest “bridge loan” from a third-party lender. Id.

at ¶¶ 20–21. The purpose of this loan was to provide working capital for Just Cause to operate

over the four-week period it took for the SBA to process their loan. Id. After taking on the

bridge loan from the third party, Lendio notified Just Cause that it was “no longer eligible”

for the SBA loan. Id. at ¶ 28. As a result, Just Cause was stuck with the high-interest bridge

loan, without access to the expected influx of capital from the SBA loan to quickly pay it off.

Just Cause characterizes this sequence of events as a “bait and switch” tactic by Lendio, which

Just Cause asserts was fraudulent and now seeks to recover monetary relief. Id. at ¶¶ 30, 57–

60.

        In order to access Lendio’s services and apply for a loan, a user must create an account

on Lendio’s website. See Doc. 13, PageID 50. For a user to create an account, they must agree

to the Terms of Application and Terms of Use (the “Terms of Use”), the agreement which is

at the core of the dispute between the parties in this litigation. Id. The relevant portion of the

Terms of Use states, “any dispute arising out of or relating to these Terms, the Site or the

Services will be subject to the exclusive jurisdiction and venue of the federal and state courts in Salt

Lake County, Utah.” Doc. 13-4, PageID 72 (emphasis added.). Under the circumstances, the

Court must decide whether all further proceedings in this case should be transferred to the

United States District Court for the District of Utah or remain here for adjudication.
Case 2:26-cv-00011-JNP        Document 24        Filed 01/06/26     PageID.136       Page 3 of 7




       II.    Discussion

              A. Forum Selection Clause

       “When the forum-selection clause designates a court within the federal court system,

the appropriate mechanism is a motion to transfer pursuant to § 1404(a).” Firexo, Inc. v. Firexo

Grp. Ltd., 99 F.4th 304, 310 (6th Cir. 2024) (citation and internal quotations omitted). While

neither party has raised a § 1404(a) motion to transfer, “[a] district court may transfer a case

sua sponte pursuant to [§ 1404(a)] to any forum in which the plaintiff had the initial right to

bring the suit.” Krawec v. Allegany Co-op Ins. Co., No. 1:08-cv-2124, 2009 WL 1974413, at *3

(N.D. Ohio July 7, 2009). That case further advises, “[a] court considering sua sponte transfer

of venue should inform the parties of its considerations and should give them an opportunity

to be heard on the matter.” Id. The Court has so informed the parties in its Order to Show

Cause (Doc. 20), and the parties have fully briefed the matter (Docs. 21, 22, 23).

                      1. Applicability

       In an effort to avoid having the case transferred to Utah, Plaintiff challenges the

applicability of the transfer provisions of the Terms of Use portion of the parties’ contract. In

its memorandum, Plaintiff asserts that “[Defendant’s] Terms of Use cease to bind the parties

once Plaintiff stopped using [Defendant’s] services.” Doc. 23, PageID 132. That argument

might hold water if the instant suit concerned a dispute over events which arose after the

parties’ agreement had been fully executed, unconnected to the contract itself. Here, however,

the dispute between the parties arises directly from the services which were to be provided by

Defendant and those that are at the core of the consideration contemplated in the parties’

agreement. Compl., Doc. 1, ¶ 24. Given the language contained in the parties’ Terms of Use
Case 2:26-cv-00011-JNP              Document 24          Filed 01/06/26        PageID.137          Page 4 of 7




agreement and the facts presented in this case, the Court finds the forum selection clause

applies to this matter.1

                          2. Validity and Enforceability

        The Terms of Use clause in the parties’ contract states that “any dispute arising out of

or relating to these Terms, the Site or the Services will be subject to the exclusive jurisdiction

and venue of the federal and state courts in Salt Lake County, Utah.” Doc. 13-4, PageID 72.

A “forum selection clause should be upheld absent a strong showing that it should be set

aside.” Wong v. PartyGaming Ltd., 589 F.3d 821, 828 (6th Cir. 2009). “The party opposing the

forum selection clause bears the burden of showing that the clause should not be enforced.”

Id. When evaluating the enforceability of a forum selection clause, the Court considers

whether: “(1) the clause was obtained by fraud, duress, or other unconscionable means; (2)

the designated forum would ineffectively or unfairly handle the suit; (3) the designated forum

would be so seriously inconvenient that requiring plaintiff to bring suit there would be unjust;

or (4) enforcing the forum selection clause would contravene a strong public policy forum of

the state.” Lakeside Surfaces, Inc. v. Cambria Co., LLC, 16 F.4th 209, 219–220 (6th Cir. 2021).

        Here, Plaintiff asserts that the Court should apply Utah choice of law rules in

determining the question of enforceability of the forum selection clause. However, it has long

been the rule that “in [a] diversity suit, the enforceability of the forum selection clause is

governed by federal law.” Wong, 589 F.3d at 828; see also Boling v. Prospect Funding Holdings,

LLC, 771 F. App'x 562, 568 (6th Cir. 2019); see also Firexo, Inc., 99 F.4th at 309.




1
 The language in the Terms of Use is so unambiguous, that the same result would obtain regardless of which choice
of law is applied to the contractual text.
Case 2:26-cv-00011-JNP          Document 24        Filed 01/06/26      PageID.138       Page 5 of 7




       Here, too, however, Plaintiff fails to directly address in its memorandum the four

factors identified in Lakeside Surfaces, Inc. v. Cambria Co., LLC by the Sixth Circuit for

determining enforceability of a forum selection clause. Instead, Plaintiff asserts generally that

it was induced into the contract by fraud. Without more, such a broad assertion is insufficient

to demonstrate unenforceability. The Sixth Circuit established the rule long ago that a party

opposing a choice of law clause “must show fraud in the inclusion of the clause itself.” Wong,

589 F.3d at 828. Plaintiff has made no such showing. Having failed to establish that the

Terms of Use provision of the parties’ agreement, i.e., the forum selection clause, was not

obtained by fraud, duress, or other unconscionable means, the Court will only briefly address

the other three Lakeside Surfaces, Inc. v. Cambria Co. factors. Plaintiff has failed to show that the

designated forum would ineffectively or unfairly handle the suit. Further, Just Cause has

made no showing that the designated forum would be so seriously inconvenient that requiring

Plaintiff to bring suit there would be unjust. And finally, Plaintiff has not demonstrated that

enforcing the forum selection clause would contravene a strong public policy forum of the

state of Ohio. See Lakeside Surfaces, Inc., 16 F.4th at 219–220. Thus, the Court finds that

Plaintiff has failed to meet its burden of demonstrating that the forum selection clause should

not be enforced.

                       3. § 1404(a) Analysis

       Turning next to the § 1404(a) transfer factors. Neither party offered arguments related

to any of the § 1404(a) transfer factors. As noted, however, this Court has broad discretion to

transfer a case sua sponte pursuant to § 1404(a) to any forum in which the plaintiff had the

initial right to bring suit—here, the state of Utah. Krawec, 2009 WL 1974413, at *3. The

Court’s exercise of discretion is aided here by the presence of a contractual forum selection
Case 2:26-cv-00011-JNP         Document 24        Filed 01/06/26     PageID.139       Page 6 of 7




clause. “[T]he threshold consideration under §1404(a) is whether the action might have been

brought in the transferee court.” Kay v. Nat'l City Mortg. Co., 494 F. Supp. 2d 845, 849 (S.D.

Ohio 2007) (internal quotations omitted). Based on the parties’ diverse citizenship—Plaintiff

a Connecticut corporation and Defendant a Delaware company—the federal court in Utah

clearly has diversity jurisdiction; Venue is also proper given that Utah is Defendant’s principal

place of business. See 28 U.S.C. § 1391 (b), (c)(2).

       Having concluded that the forum selection clause applies and is enforceable, the Court

weighs the parties’ private interests in favor of the preselected forum and evaluates the public-

interest factors and the interests of justice in measuring the fairness of allowing this case to be

litigated in the parties’ agreement-based preselected forum—the state or federal courts in

Utah. See Atl. Marine Const. Co. v. U.S. Dist. Ct. for W. Dist. of Texas, 571 U.S. 49, 63 (2013);

see also North v. McNamara, 47 F. Supp. 3d 635, 647 (S.D. Ohio 2014).

       The public interest factors 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.” Atl.

Marine Const. Co., 571 U.S. at 63, n. 6. Absent any evidence of court congestion in the Utah

courts, this factor is at best neutral. The matter in dispute here is localized in that it occurred

in Ohio, but neither party is incorporated here nor claims Ohio as its principal place of

business. See generally Compl., Doc 1. Thus, this factor weighs only slightly against transfer.

Finally, pursuant to the choice of law provision in the parties’ agreement, the case will

presumably be decided under Utah law. Rather than this Court having to apply unfamiliar

state law, the Utah district court would be at home with the substantive and procedural Utah

law upon which the case may ultimately be decided. This factor strongly favors transfer.
Case 2:26-cv-00011-JNP         Document 24        Filed 01/06/26     PageID.140       Page 7 of 7




       “The Court also must consider the interests of justice, including judicial economy and

the avoidance of inconsistent judgments.” North, 47 F. Supp. 3d at 646. While the parties have

not identified for the Court any related cases currently pending in Utah state or federal courts,

the presence of the forum selection clause contained in Defendant’s web-based Terms of Use

application and agreement for its new and existing customers raises the specter that future

contract disputes involving these or similarly situated parties may be litigated there. Given

this potential the possibility for inconsistent results is increased. Having this and similar cases

litigated in Utah courts, applying Utah law, also promotes the interests of justice and judicial

economy. Thus, after weighing these factors, the scale tips more favorably towards transfer of

this case to Utah because of the forum selection clause. In light of the foregoing analysis, the

Court concludes that transfer under § 1404(a) pursuant to the forum selection clause is proper

and appropriate.

       III.    Conclusion

        For the reasons stated, the Court finds that transfer under 28 U.S.C. § 1404(a) is

proper and in the interest of justice. The Clerk’s Office SHALL TRANSFER this case to the

United States District Court for the District of Utah. Upon transfer, the Clerk SHALL

ADMINISTRATIVELY close this case.

       IT IS SO ORDERED.

January 6, 2026
                                                   Jeffery P. Hopkins
                                                   United States District Judge


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