United States District Court, D. Maryland
RICHARD D. BENNETT, UNITED STATES DISTRICT JUDGE
Maiden Biosciences, Inc. (“Plaintiff” or
“Maiden”) brings this action against MPM Medical,
Inc. (“MPM”) and RBC Lifesciences, Inc.
(“RBC”) (collectively, “Defendants”),
alleging that Defendants breached a supply agreement for the
purchase of custom-made wound dressings. (Am. Compl., ECF No.
13.) Presently before this Court is Defendants' Motion to
Dismiss the Amended Complaint or, in the alternative,
Transfer this case to the United States District Court for
the Northern District of Texas. (ECF No. 14.) The parties'
submissions have been reviewed, and no hearing is necessary.
See Local Rule 105.6 (D. Md. 2016). For the reasons
stated below, Defendants' Motion to Transfer (ECF No. 14)
is GRANTED. All pending arguments, including Defendant
RBC's argument that it is an improper Defendant, will
remain pending for disposition in the transferee court.
reviewing a motion to dismiss, this Court accepts as true the
facts alleged in the plaintiff's complaint. See Aziz
v. Alcolac, Inc., 658 F.3d 388, 390 (4th Cir. 2011).
Defendant MPM Medical, Inc. (“MPM”), a Texas
corporation, is a pharmaceutical supply company that sells
products through medical, surgical, and pharmaceutical
distributors. (ECF No. 14-3 at ¶ 9.) MPM's Vice
President and General Manager, Gerald Pyle, testified that
MPM has sixteen direct employees nationwide and does not
actively engage in business in Maryland. (Id. at
¶ 10, 17.) He testified that, for instance, MPM does not
directly advertise or target Maryland for its customers, and
none of MPM's six nation-wide sales representatives are
assigned to Maryland or live closer than Detroit, Michigan or
Chicago, Illinois. (Id. at ¶ 18.) Defendant RBC
Lifesciences, Inc. (“RBC”), a Nevada corporation,
is the parent holding company of MPM. (Brown Aff., ECF No.
14-2 at ¶ 4; Pyle Aff., ECF No. 14-3 at ¶ 7.)
RBC's Chief Executive Officer and President, Steven
Brown, testified that RBC does not sell any products, own any
real or personal property, or advertise in Maryland. (ECF No.
14-2 at ¶ 7.)
Maiden Biosciences, Inc. (“Maiden”), a Maryland
corporation, is a small biotech company that manufactures
wound dressing. (Am. Compl., ECF No. 13 at ¶ 14.) Maiden
was established in 2016 at the John Hopkin's University
Montgomery County Campus in Montgomery County, Maryland.
(Id.) Maiden only has two employees who are also the
company's two owners. (Gorman Aff., ECF No. 17-2 at
¶ 15). One of the owners is Mark Gorman,  who is also the
Chief Executive Officer and Director of Business and
Development. (Id. at ¶ 4.) Prior to working for
Maiden, from 2011 to 2016, Gorman worked for another wound
care product manufacturer, Human Biosciences, Inc.
(“HBS”). (Id. at ¶ 17.) During
Gorman's employment with HBS, Defendant MPM purchased
wound care products from HBS. (Id. at ¶ 18.)
Specifically, the Amended Complaint alleges that Gorman
received orders from Gerald Pyle for products including
Triple Helix Collagen Powder and Triple Helix Sheets. (ECF
No. 13 at ¶¶ 17, 19.)
April of 2016 at a Symposium on Advanced Wound Care, the
Amended Complaint alleges that Pyle expressed to Gorman his
disappointment with HBS and his concerns regarding the
company's ability to continue to supply products to MPM.
(Id. at ¶¶ 22-24; Gorman Aff., ECF No.
17-2 at ¶ 19.) Gorman testified that “as a
result” of hearing Pyle's concerns, “[he]
referred [Pyle] to Maiden.” (ECF No. 17-2 at ¶
19.) Subsequently, Pyle contacted Maiden and expressed
MPM's interest in purchasing products from Maiden.
(Id. at ¶ 20.) On or around September 2, 2016,
MPM and Maiden entered into a Supply Agreement (the
“Agreement”). (ECF No. 13 at ¶ 24; ECF No.
1-2.) Pyle signed the Agreement electronically in Texas while
Daniel Zang signed it electronically on behalf of Maiden in
Maryland. (ECF No. 13 at ¶ 29.)
Agreement was between Maiden and its contract manufacturer
Anteco Pharma, a Wisconsin corporation, and MPM. (ECF No.
1-2.) The Amended Complaint asserts that Anteco was
“included solely for its role as the operator of the
manufacturing facility used by Maiden.” (ECF No. 13 at
¶ 25 n. 4.) The Agreement also provides that its terms
are governed by Texas state law. (ECF No. 1-2. at
¶ 12.5.) Under the Agreement, MPM was to purchase a
minimum of 600, 000 units of Triple Helix Collagen from
Maiden each calendar year with a prorated amount for 2016.
(Id. at ¶ 2.11). Further, the Agreement
prohibited MPM from contracting with any other manufacturer
for the relevant products so long as Maiden and Anteco were
not in default under the Agreement. (Id. at ¶
MPM did place one order for 100, 000 Triple Helix Collagen
units in February of 2017, Plaintiff alleges that MPM
breached the Agreement by not ordering the prorated amount
for 2016 or the total 600, 000 units in 2017. (ECF No. 13 at
¶¶ 46-47.) The Amended Complaint alleges that
MPM's failure to abide by the Agreement is in part
because MPM continued to purchase products from HBS, also
violating the Agreement's exclusivity clause.
(Id. at ¶ 36.) Further, Maiden alleges that MPM
never paid for an order of Triple Helix Sheets. (Id.
at ¶¶ 49-52.) On October 16, 2017, Plaintiff filed
a Complaint in this Court, alleging two counts of breach of
contract and unjust enrichment. (Compl., ECF No. 1; Am.
Compl., ECF No. 13.) Defendants move to dismiss the
Complaint, arguing that (1) RBC is not a proper Defendant,
(2) this Court does not have personal jurisdiction over RBC
or MPM, and (3) venue is improper under the doctrine of
forum non conveniens. Alternatively, Defendants
request that this Court transfer this action to the United
States District Court for the Northern District of Texas
under 28 U.S.C. § 1404.
U.S.C. § 1404(a) 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.” 28 U.S.C. § 1404(a). Notably, §
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). The movant bears the burden of showing that
transfer to another venue is proper. See Stratagene v.
Parsons Behle & Latimer, 315 F.Supp.2d 765, 771 (D.
Md. 2004). A district court has great discretion in
determining whether to transfer a case under § 1404(a),
and the decision is made according to an
“individualized, case-by-case consideration of
convenience and fairness.” Stewart Org., Inc. v.
Ricoh Corp., 487 U.S. 22, 29 (1988); Lexecon Inc. v.
Milberg Weiss Bershad Hynes & Lerach, 523 U.S. 26,
34 (1998); Capitol Payment Systems, Inc. v. Di
Donato, No. ELH-16-882, 2017 WL 2242678, at *8 (D. Md.
May 23, 2017).
support of their motion to dismiss, Defendants MPM Medical,
Inc. and RBC Lifesciences, Inc. contend that (1) RBC is not a
proper Defendant, (2) this Court does not have personal
jurisdiction over RBC or MPM, and (3) venue is improper under
the doctrine of forum non conveniens. Alternatively,
Defendants request that this Court transfer this action to
the United States District Court for the Northern District of
Texas under 28 U.S.C. § 1404. For the reasons that
follow, this case will be transferred to the United States
District Court for the Northern District of Texas.
is proper in diversity cases in the “judicial district
in which a substantial part of the events or omissions giving
rise to the claim occurred.” 28 U.S.C. §
1391(b)(2). Under 28 U.S.C. § 1406(a), “[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.” In determining whether venue is proper for a
breach of contract claim, “‘courts consider a
number of factors, including where the contract was
negotiated or executed, where it was to be performed, and
where the alleged breach occurred.'” Structural
Group, LLC v. Fyfe Co., LLC, No. CCB-14-78, 2014 WL
3955439, at *3 (D. Md. Aug. 11, 2014) (quoting Largotta
v. Banner Promotions, Inc., 356 F.Supp.2d 388, 390
(S.D.N.Y. 2005)). On the other hand, a court may still
transfer a case even if venue is proper if a defendant shows
“by a preponderance of the evidence that the proposed
transfer will better and more conveniently serve the
interests of the parties and witnesses and better promote the
interests of justice.” Strategene v. Parsons Behle
& Latimer, 315 F.Supp.2d 765, 771 (D. Md. 2014).
When ruling on a motion to transfer, a court must first
determine whether the action could have been brought in the
transferee district. Trs. of the Plumbers and Pipefitters
Nat. Pension Fund v. Plumbing Serv.'s, Inc., 791
F.3d 436, 444 (4th Cir. 2015). If the action could have been
brought in the transferee district, a court then must
consider several factors, including “(1) the weight
accorded to plaintiff's choice of venue; (2) witness
convenience and access; (3) convenience of the parties; and
(4) the interests of justice.” Id. (citations
omitted). Without deciding whether this Court is in fact a
proper venue for Plaintiff's claims, this Court finds
that transfer is warranted under 28 U.S.C. §
This Case Could Have Been Brought in the United States
District Court ...