April 29, 2026|Franchise Frontlines
April 29, 2026 | United States District Court for the District of Arizona | Unpublished Order
Executive Summary
In an unpublished order, Judge Michael T. Liburdi of the United States District Court for the District of Arizona granted Textron Specialized Vehicles Incorporated’s motion to transfer a dispute with Pohle NV Center Incorporated to the United States District Court for the Southern District of Georgia, Augusta Division, based on a forum-selection clause in the parties’ dealer agreements. Plaintiff, a golf-cart retailer, sought to apply Arizona’s motor vehicle manufacturer-dealer and franchisor-franchisee regulatory scheme to its relationship with Textron, arguing that golf carts qualified as passenger cars within the statutes’ reach. Textron argued that the parties had agreed to litigate disputes exclusively in Georgia state court in Richmond County or in the federal court in Augusta, Georgia. Plaintiff opposed transfer, arguing that Arizona had a strong public interest in applying its own regulatory statutes and hearing a localized dispute involving alleged Arizona statutory violations. The court rejected that argument, held that the forum-selection clause controlled under Atlantic Marine, and transferred the case to Georgia without deciding whether Arizona’s dealer or franchise statutes applied to the parties’ relationship.
Relevant Background
The dispute arose from agreements between Pohle NV Center Incorporated, a golf-cart retailer, and Textron Specialized Vehicles Incorporated, a golf-cart manufacturer. Pohle alleged that Arizona’s comprehensive motor vehicle manufacturer-dealer and franchisor-franchisee regulatory scheme applied to the parties’ relationship because golf carts allegedly fell within the relevant statutory framework. The complaint asserted claims for declaratory judgment regarding the applicability of Arizona’s motor vehicle regulatory statutes, statutory damages under Arizona law, and breach of contract under Arizona common law.
The agreements between the parties contained a forum-selection clause. The clause provided that any claims or disputes arising out of or relating to the agreements, their negotiation, execution, performance, breach, enforcement, or any party’s conduct in connection with the agreements would be litigated exclusively in Georgia state court in Richmond County or in the United States District Court for the Southern District of Georgia, Augusta Division. The dealer also waived any right to commence an action in any other court.
Textron moved to transfer under 28 U.S.C. § 1404(a). Pohle did not dispute that the forum-selection clause existed or that its scope covered the controversy. Instead, Pohle argued that Arizona’s interest in applying its own regulatory statutes, the Arizona location of key events and evidence, the presence of governmental witnesses, and Pohle’s lack of connection to Georgia justified keeping the case in Arizona.
Decision
The court began with the governing transfer standard. Section 1404(a) ordinarily gives district courts discretion to transfer cases based on individualized considerations of convenience and fairness. But the court emphasized that a valid forum-selection clause changes that analysis. Under Atlantic Marine Construction Co. v. U.S. District Court for the Western District of Texas, a forum-selection clause should receive controlling weight in all but the most exceptional cases.
The court explained that a party may enforce a forum-selection clause through a motion to transfer to the federal district identified in the agreement. Once the parties have agreed to a valid forum-selection clause, the plaintiff bears the burden of showing why the case should not proceed in the contractually selected forum. That burden is heavy. The plaintiff must show extraordinary circumstances unrelated to the parties’ convenience, such as a strong public policy that would be contravened by enforcement.
The court found that the clause applied broadly to Pohle’s claims. The complaint asserted claims arising out of the dealer agreements, and the clause covered “any and all claims or disputes” that “in any way arise out of or relate to” the agreements, their performance, their enforcement, or the parties’ conduct in connection with them. Pohle did not contest the clause’s existence or scope, which left the court to decide whether Pohle had shown exceptional circumstances sufficient to defeat transfer.
Pohle’s convenience-based arguments did not carry that burden. Pohle argued that the relevant events occurred in Arizona, the alleged statutory violations occurred in Arizona, evidence was located in Arizona, governmental witnesses were located in Arizona, and Pohle had no connection to Georgia. The court held that those arguments addressed convenience and private interests, not extraordinary public-interest circumstances. By agreeing to a forum-selection clause, Pohle had waived the ordinary venue arguments that might otherwise support litigating in Arizona.
The court also rejected Pohle’s public-policy argument. Pohle asserted that Arizona had a strong public interest in applying its own regulatory statutes, relying on authority involving a choice-of-law analysis. The court held that the choice-of-law standard did not control because the issue before the court involved a valid forum-selection clause and transfer under Atlantic Marine. The court reasoned that the Supreme Court had already rejected the assumption that a federal judge sitting outside a state cannot competently apply that state’s law. Federal judges routinely apply the law of states other than the state in which they sit.
The court further noted that the Georgia federal court could address Arizona-law issues. If the case presented a question of first impression under Arizona law, the Georgia federal court could certify the question to the Arizona Supreme Court. The court also observed that its own interpretation of Arizona law would not bind Arizona state courts any more than the Georgia federal court’s interpretation would. For that reason, Arizona’s general interest in having Arizona law applied by a court located in Arizona did not constitute an extraordinary circumstance sufficient to defeat the parties’ agreed forum.
The court therefore granted Textron’s motion to transfer. It transferred the action to the United States District Court for the Southern District of Georgia, Augusta Division, and left Textron’s motion to dismiss and Pohle’s motion to certify a question of law for the transferee court to resolve. The court did not decide whether Arizona’s motor vehicle manufacturer-dealer statutes or franchisor-franchisee regulatory provisions applied to golf-cart dealer agreements. It decided only that the parties’ contractually selected Georgia forum would address the dispute.
Looking Forward
This decision is useful for franchisors, manufacturers, distributors, and branded dealer networks because it reinforces the continuing importance of forum-selection clauses. Even where a plaintiff invokes state franchise or dealer statutes and argues that the forum state has a strong regulatory interest, a properly drafted forum-selection clause may still control the venue analysis. The court treated the clause as part of the parties’ bargain and required the plaintiff to show exceptional circumstances before disregarding it.
The franchisor-side lesson is straightforward but important: forum-selection clauses should be drafted broadly and deliberately. The clause in this case covered not only claims arising out of the agreement, but also disputes relating to negotiation, execution, performance, breach, enforcement, and party conduct in connection with the agreement. That breadth mattered because Pohle asserted statutory and contract claims tied to the dealer relationship. Franchisors and manufacturers should review whether their agreements similarly capture statutory, common-law, pre-contract, post-contract, and relationship-based disputes.
The decision also helps cabin a common plaintiff-side argument in franchise and dealer cases. Plaintiffs often argue that local franchise, dealer, or relationship statutes reflect a strong state public policy and therefore should override contract provisions selecting another forum. This order shows that courts may distinguish between applying local substantive law and litigating in a local court. A transferee court may apply the plaintiff’s preferred state law, and federal courts outside the state may certify unsettled questions where certification is available. That distinction can preserve the franchisor’s forum bargain without foreclosing later arguments about which substantive law applies.
At the same time, the decision should not be overstated. The court did not decide whether Arizona’s regulatory scheme applies to golf carts. It did not decide whether Pohle qualifies for protection under Arizona’s motor vehicle or franchisor-franchisee statutes. It also did not decide whether any Arizona statutory claim has merit. Those issues remain for the Georgia court. The article-worthy point is narrower: the existence of state regulatory claims did not, by itself, create the extraordinary circumstances necessary to avoid the parties’ agreed Georgia forum.
For franchisors and branded systems, the case also underscores why venue strategy should be addressed before a dispute arises. Once litigation begins, the forum can shape cost, leverage, timing, and judicial familiarity with the agreement. A well-drafted forum clause can help avoid scattered litigation and support centralized enforcement of system contracts. That can matter especially for national franchisors and manufacturers that operate across many states and face potential claims under different state relationship laws.
The decision also supports careful coordination between forum-selection and choice-of-law provisions. Pohle relied on a choice-of-law case to argue that Arizona policy should defeat transfer, but the court separated the two concepts. Forum provisions determine where the dispute will be heard; choice-of-law provisions determine which law applies. Franchisors should draft both provisions with that distinction in mind and should avoid assuming that a strong forum clause automatically resolves the governing-law question.
For emerging franchisors, manufacturers, and dealer systems, this case provides a practical contract-management reminder. The best time to protect the system’s preferred forum is before expansion, not after litigation begins. Agreements should use clear exclusive language, identify both state and federal forums where appropriate, include a waiver of inconsistent venue objections, and ensure that affiliated documents use consistent dispute-resolution language. Inconsistency across dealer agreements, franchise agreements, amendments, guarantees, purchase documents, or financing documents can create avoidable disputes about scope.
The case is also relevant beyond traditional franchising. Pohle involved a golf-cart retailer and manufacturer, with the plaintiff seeking to invoke Arizona’s dealer and franchisor-franchisee regulatory framework. Many franchise-adjacent systems operate through distribution, licensing, dealership, equipment, or branded-retail structures. Those systems may face statutory arguments that borrow from franchise or dealer law even when the parties disagree about whether the relationship is truly a franchise. A strong forum-selection clause may help channel those disputes to the agreed forum before the court reaches the more substantive classification question.
Taken together, Pohle NV Center is a useful reminder that procedural provisions can have substantive practical value. The court left the statutory questions for another day, but enforced the parties’ agreement about where those questions would be litigated. For franchisors, manufacturers, and dealer networks, the decision reinforces the value of clear forum drafting, consistent contract architecture, and disciplined separation between venue, governing law, and statutory compliance issues.
This article is based solely on the opinion of the Court in this matter. The author has not conducted any independent investigation into the facts. For the avoidance of doubt, each statement related to the law and facts in this article is drawn from the Court’s opinion in this case.
Thomas O’Connell is a Partner at Buchalter LLP and Chair of the firm’s Franchise Practice Group. For questions about this article or media inquiries, you can contact Tom at toconnell@buchalter.com.
This communication is not intended to create, and does not create, an attorney-client relationship or any other legal relationship. No statement herein constitutes legal advice, nor should it be relied upon or interpreted as such. This communication is for general informational purposes only and is not a substitute for legal counsel. Readers should not act or refrain from acting based on any information provided without seeking appropriate legal advice specific to their situation. For more information, visit www.buchalter.com.
