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CV Restoration LLC v. Diversified Shafts Solutions, Inc.

United States District Court, D. Maryland

November 10, 2016



          Ellen L. Hollander United States District Judge

         CV Restoration, LLC ("CVR"), plaintiff, filed suit against defendant, Diversified Shafts Solutions, Inc. ("DSS"), on June 14, 2016. ECF 1. CVR alleges breach of contract, unjust enrichment, and breach of fiduciary duty, arising out of two written agreements that plaintiff alleges the parties executed in August 2009. Id. ¶¶ 26-41. Plaintiff seeks to recover, among other things, $338, 310 and requests an accounting. /fi?¶¶ 42-46.

         DSS has asserted counterclaims against CVR, alleging breach of contract and requesting an accounting. ECF 15 ¶¶ 66-78. It seeks, inter alia, $222, 157 in damages, plus attorneys' fees. Id. ¶¶ 58, 65.

         This Memorandum resolves the motion filed by DSS to transfer the case to the Northern District of Georgia. ECF 13 (the "Motion").[1] The Motion is supported by several exhibits (id. at 13-22). CVR opposes the Motion (ECF 20, the "Opposition"), and has submitted exhibits. ECF 20-2, ECF 20-3. DSS replied. ECF 23 (the "Reply").

         The Motion has been fully briefed and no hearing is needed to resolve it. See Local Rule 105.6. For the reasons that follow, I shall deny the Motion.

         I. Background

         CVR is a limited liability company organized under Maryland law, with its principal place of business in Maryland. ECF 1 ¶ 1- CVR "develops, manufactures, markets and distributes axles and their related components for all-terrain vehicles . . . ." Id.¶ 3. DSS is a corporation organized under Georgia law, with its principal place of business in Alpharetta, Georgia. Id. ¶ 2; ECF 15 (Amended Answer), ¶ 2. DSS oversees the manufacture, marketing, and distribution of axles for all-terrain vehicles, and their related components. ECF 1 ¶ 4; ECF 15 II 4.

         Plaintiff alleges (ECF 1 ¶¶ 6, 13) that on August 31, 2009, CVR and DSS entered into two agreements: "Limited Partnership Agreement for sales of ATV Axles" (see ECF 1-2) and "Partnership Agreement for Monster Axles." See ECF 1-3 (collectively, the "Agreements"). According to plaintiff, "[t]he Agreements are substantively identical, and provide that CVR and DSS are forming a partnership for the manufacture and sale of ATV axles." ECF 1 ¶ 14. CVR avers that the gross profit from the "venture" was to be split "equally between" CVR and DSS. Id. ¶ 15. However, plaintiff asserts that "DSS has continually and systemically breached the Agreements" by not remitting its share. Id. ¶ 19.

         In the Motion, DSS contends that the Agreements are neither valid nor enforceable. ECF 13 at 2. Defendant states, id: "Neither of the Agreements were signed by Plaintiff, and to the extent the Agreements were signed by someone from DSS, that person was not authorized to enter the Agreements on behalf of DSS." Defendant also contends that, even if the Agreements were valid and enforceable, "DSS has fulfilled its obligations and is actually owed profits from Plaintiff." ECF 13 at 2.

         In its Opposition, CVR claims that representatives of both CVR and DSS executed the Agreements, but that the parties '"crossed wires' sending unilaterally executed Contracts to one another." ECF 20 at 9 (quoting ECF 20-2 ¶ 7, Affidavit of Danniel Walburn, sole member of CVR). Plaintiff also states that the Agreements "memorialize" the parties' oral agreement and that "the agreement was formed orally prior to the execution of the Agreements . . . over the telephone. . . ." ECF 20 at 9-10.

         II. Discussion

         DSS has moved to transfer venue to the Northern District of Georgia, pursuant to 28 U.S.C. § 1404(a), claiming "Maryland has no connection with the matter in controversy." ECF 13 at 9. It contends that "all witnesses and relevant documents" are located in Georgia, and that "many of the underlying issues will be governed by Georgia law." Id. at 1. CVR disagrees. ECF 20.


         Section 1404(a) states, in pertinent part: "For 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. . . ." It enables the courts to "prevent plaintiffs from abusing their privilege under [28 U.S.C] § 1391 [for diversity cases] by subjecting defendants to venues that are inconvenient under the terms of § 1404(a)." In re: Volkswagen of Am., Inc., 545 F.3d 304, 313 (5th Cir. 2008).

         Notably, 28 U.S.C. § 1404(a) "reflects an increased desire to have federal civil suits tried in the federal system at the place called for in the particular case by considerations of convenience and justice." Van Dusen v. Barrack, 376 U.S. 612, 616 (1964). To that end, it helps "to prevent the waste 'of time, energy, and money' and 'to protect litigants, witnesses, and the public against unnecessary inconvenience and expense." Id. (citation omitted).

         In a motion to transfer venue pursuant to § 1404(a), the moving party bears the burden of showing, by a preponderance of the evidence, that transfer to another venue is proper. See Gilbert v. Freshbikes, LLC, 32 F.Supp.3d 594, 607 (D. Md. 2014); CoStar Realty Info., Inc. v. Meissner, 604 F.Supp.2d 757, 770 (D. Md. 2009); Lynch v. Vanderhoef Builders, 237 F.Supp.2d 615, 617 (D. Md. 2002). "In order to carry this burden, the movant should submit, for example, affidavits from witnesses and parties explaining the hardships they would suffer if the case were heard in the plaintiffs chosen forum." Dow v. Jones, 232 F.Supp.2d 491, 499 (D. Md. 2002) (citing Helsel v. Tishman Realty & Constr. Co., 198 F.Supp.2d 710, 712 (D. Md. 2002)). As Judge Blake observed in Dow, 232 F.Supp.2d at 713, where the movant only provides "[m]ere assertions of inconvenience or hardship, " it will not adequately have met its burden.

         In addressing a motion to transfer under § 1404(a), the district court must "weigh in the balance a number of case-specific factors." Stewart Org., Inc. v. Ricoh Corp., 487 U.S. 22, 29 (1988). These include: "(1) the weight accorded to plaintiffs choice of venue; (2) witness convenience and access; (3) convenience of the parties; and (4) the interest of justice." Tr. of the Plumbers and Pipefitters Nat. Pension Fund v. Plumbing Servs., Inc., 791 F.3d 436, 444 (4th Cir. 2015); see, e.g., Mamani v. Bustamante, 547 F.Supp.2d 465, 469 (D. Md. 2008); Cross v. Fleet Reserve Ass'n Pension Plan, 383 F.Supp.2d 852, 856 (D. Md. 2005); Lynch, 237 F.Supp.2d at 617. Other factors include the "local interest in having localized controversies settled at home" and the "appropriateness in having a trial of a diversity case in a forum that is at home with the state law that must govern the action." Stratagem v. Parsons Behle & Latimer, 315 F.Supp.2d 765, 771 (D. Md. 2004).

         Ultimately, "[t]he decision whether to transfer is committed to the sound discretion of the trial court." Mamani, 547 F.Supp.2d at 469; see Volkswagen, 545 F.3d at 312 ('"There can be no question but that the district courts have 'broad discretion in deciding whether to order a transfer.'"); see also Plumbing Servs., Inc., 791 F.3d at 443; In re Ralston Purina Co., 726 F.2d 1002, 1005 (4th Cir. 1984).


         Under 28 U.S.C. § 1404(a), the "preliminary" inquiry focuses on whether the civil action "might have been brought in the destination venue." Volkswagen, 545 F.3d at 312 (internal quotations omitted). In order to satisfy that requirement, venue in the transferee court must be proper, and that court must have personal jurisdiction over the defendant. D2L Ltd. v. Blackboard, Inc., 671 F.Supp.2d 768, 778 (D. Md. 2009).

         DSS is a Georgia corporation with its principal place of business in Alpharetta, Georgia. ECF 1 ¶ 2. Alpharetta is within the Northern District of Georgia. See ECF 23 at 2. Clearly, this suit could have been brought in the Northern District of Georgia, the proposed transferee venue.

         1. ...

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