Guzzetti v. Citrix Online Holdings GmbH

Filing 12

MEMORANDUM AND ORDER denying 7 MOTION to Transfer Case to United States District Court for the Southern District of Florida filed by Citrix Online Holdings GmbH. Signed by Chief Judge Gregory M. Sleet on 1/3/2013. (asw)

IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF DELAWARE

ANDREW GUZZETTI, as Seller
Representative ofVidsoft Inc.,
Plaintiff,
v.
CITRIX ONLINE HOLDINGS GmbH,
Defendant.

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Civil Action No. 12-01152 GMS

MEMORANDUM

I.

INTRODUCTION
On September 18, 2012, the defendant, Citrix Online Holdings GmbH ("Citrix"),

removed this action from the Delaware Court of Chancery based on diversity of citizenship and
pursuant to 28 U.S.C. § 1441 et seq. 1 (D.I. 1.) The plaintiff, Andrew Guzzetti ("Guzzetti"),
previously had filed suit in the Court of Chancery seeking a declaratory judgment that Citrix was
not entitled to indemnification under the Stock Purchase Agreement (the "SPA") between the
parties and alleging breach ofthe SPA. (D.I. 1, Ex. B.)
Presently before the court is Citrix's motion to transfer this case to the District Court for
the Southern District of Florida pursuant to 28 U.S.C. § 1404. (D.I. 7.) For the reasons that
follow, the court will deny this motion.

II.

BACKGROUND
On November 20, 2009, Citrix and Vidsoft Inc. ("Vidsoft") entered into the SPA, under
1

The Court of Chancery case was Guzzetti v. Citrix Online Holdings GmbH, No. 7805-VCP.

which Citrix purchased all the stock of Vidsoft GmbH, a German limited liability company.
(D.I. 7 at 2.) The SPA designated Guzzetti as "Seller Representative" for Vidsoft. (!d.) The
agreement also contained a representation by Vidsoft that '"[t]he operation and conduct of the
business of the Company [Vidsoft GmbH] ... and the use of the Company Intellectual Property
and the Company Products' did not and would not infringe any other person's patents or other
intellectual property rights." (D.I. 1, Ex. B at Ex A § 2.14(d).) Vidsoft agreed to indemnify
Citrix and other defined "Indemnified Parties" should this representation prove false and result in
any losses. (D.I. 7 at 2.)
The SPA also contained at least two relevant forum selection provisions. Section 9.8(b)
of the agreement provided:
Unless otherwise explicitly provided in this Agreement, any action, claim, suit or
proceeding relating to this Agreement or the enforcement of any provision of this
Agreement shall be brought or otherwise commenced only in any state or federal
court located in the County of New Castle, Delaware. Each party hereto .. .
agrees not to assert ... in any such proceeding commenced in any such court, .. .
that such proceeding has been brought in an inconvenient forum ....
(D.I. 1, Ex. Bat Ex. A§ 9.8(b).) Section 9.8(c) then stated:
[I]f any claim, action, suit or proceeding is commenced against any Indemnified
Party by any Person in or before any court or other tribunal anywhere in the
world, then such Indemnified Party may proceed against the Participating Payees,
the Seller and the Seller Representatives in or before such court or other tribunal
with respect to any indemnification claim or other claim arising directly or
indirectly from or relating directly or indirectly to such claim, action, suit or
proceeding or any of the matters alleged therein or any of the circumstances
giving rise thereto.
(!d. at Ex. A§ 9.8(c).)

On or about November 17, 2011, Pragmatus AV, LLC ("Pragmatus") filed a patent
infringement suit against Citrix Systems, Inc. ("Citrix Systems") in the U.S. District Court for
2

the Southern District of Florida claiming infringement of four patents relating to desktop video
conferencing. (ld. at 3-4.) Citrix Systems is the parent corporation of Citrix, and both parties
acknowledge that it constitutes an "Indemnified Party" under the SPA's indemnification
provision. (D.I. 7 at 4; D.I. 9 at 12.)
On December 30, 2011, Citrix informed Guzzetti that it was entitled to indemnification in
connection with the Pragmatus infringement suit. (D.I. 7 at 4.) Guzzetti, however, disputed that
the technology purchased by Citrix was the same as that at issue in the infringement litigation,
and thus took the position that no indemnification was due. (Jd.) On August 24, 2012, Guzzetti
filed a complaint in the Court of Chancery seeking a declaratory judgment that no
indemnification was owed and alleging that Citrix breached the SPA by, inter alia, failing to
allow the release of a portion of the sale money kept in escrow to pay indemnification claims.
(ld.; D.I. 1, Ex. B

at~~

32-41.) As noted above, Citrix removed this action on September 18,

2012.
Soon thereafter, on September 21, 2012, Citrix and Pragmatus entered into a settlement
agreement, ending the patent infringement suit. (D.I. 7 at 4-5.) Citrix continued to demand
indemnification, and, on October 15, 2012, Citrix and Citrix Systems filed a separate action in
the Southern District of Florida claiming that Guzzetti breached the SPA by refusing to provide
indemnification in connection with the Pragmatus case. (ld. at 5.) Citrix now seeks to transfer
this case to the Southern District of Florida, where the separate action remains pending.

III.

STANDARD OF REVIEW

"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 or
3

to any district or division to which all parties have consented." 28 U.S.C. § 1404(a). Section
1404 provides "district courts with broad discretion to determine, on an individualized, case-bycase basis, whether convenience and fairness considerations weigh in favor of transfer." Jumara

v. State Farm Ins. Co., 55 F.3d 873, 883 (3d Cir. 1995).
In deciding whether to transfer an action under § 1404, the court first asks whether the
action could have been brought in the proposed transferee venue and then determines whether
transfer to a different forum would best serve the interests of justice and convenience. Mitek

Sys., Inc. v. United Servs. Auto Ass 'n, No. 12-462-GMS, 2012 WL 3777423, at *4 (D. Del. Aug.
20, 2012). The defendant must carry its burden of demonstrating that transfer is appropriate at
each step, Jumara, 55 F.3d at 879-80, and, "unless the balance of convenience of the parties is
strongly in favor of defendant, the plaintiffs choice of forum should prevail," Shutte v. Armco

Steel Corp., 431 F.2d 22,25 (3d Cir. 1970), see also Smart Audio Techs., LLC v. Apple, Inc., No.
12-134-GMS, 2012 WL 5865742, at *3(D. Del. Nov. 16, 2012).
IV.

DISCUSSION
The court begins by considering whether this action could have been brought originally

in the Southern District of Florida and then turns to the question of whether transfer would best
serve the interests of convenience and justice.
A.

Propriety of Proposed Transferee Venue

Section 1404(a) permits the court to transfer an action to "any other district or division
where it might have been brought." 28 U.S.C. § 1404(a). As such, the court may not transfer this
action to the Southern District of Florida unless it determines that venue would have been proper
there and that the Florida court could have exercised personal and subject matter jurisdiction. 17
4

James Wm. Moore et al., Moore's Federal Practice§ 111.12[b] (3d ed. 2012).
The court has little trouble concluding that the Southern District of Florida would have
constituted a proper venue under 28 U.S.C. § 1391(b) and that subject matter jurisdiction would
have existed pursuant to 28 U.S.C. §§ 1332(a). It is less clear, however, that the Florida court
could have exercised personal jurisdiction over Citrix, a Switzerland corporation, at the time of
filing? Though it is Citrix's burden to demonstrate that transfer is proper, it offers the court
nothing to suggest that personal jurisdiction would have existed. While this alone might be fatal
to Citrix's motion, the court need not resolve the open jurisdiction question-a convenience
analysis under the second prong of the transfer inquiry demonstrates that, regardless of the
court's conclusion, transfer is inappropriate in this case.
B.

Jumara Analysis

The second step of the§ 1404(a) transfer inquiry invites the court to determine "whether
on balance the litigation would more conveniently proceed and the interests of justice be better
served by transfer to a different forum." Mitek Sys., Inc., 2012 WL 3777423, at *4 (internal
quotation omitted).

Rather than apply an inflexible formula, the Third Circuit has broadly

2

It does not matter that Citrix might have waived any personal jurisdiction defense had Guzzetti filed this
action in Florida. The Supreme Court has noted that, in determining whether an action "might have been brought"
in a proposed transferee venue, a district court must look to the state of the world at the time of filing rather than
relying on hindsight knowledge of the defendant's forum preference. In Hoffman v. Blaski, 363 U.S. 335 (1960), the
Court stated, "[T]he power of a District Court under § 1404(a) to transfer an action to another district is made to
depend not upon the wish or waiver of the defendant but, rather, upon whether the transferee district was one in
which the action 'might have been brought' by the plaintiff." 363 U.S. at 343-44.
Of course, the 2011 amendment to§ 1404(a) added that a district court may also transfer an action "to any
district or division to which all parties have consented," thereby abrogating in part the Hoffman decision-no longer
is personal jurisdiction over the defendant required where all parties consent to the transferee forum. See Federal
Courts Jurisdiction and Venue Clarification Act of2011, Pub. L. No. 112-63, 125 Stat. 758. This, however, is not a
case in which all parties have consented. Guzzetti opposes this motion, and, as such, the court may only transfer the
case if it could have been brought originally in Florida. Because Citrix's consent plays no role in this particular type
of transfer decision, the court believes the logic of Hoffman continues to apply and that the personal jurisdiction
requirement cannot be satisfied by a hypothetical waiver.

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instructed courts to consider the various private and public interests protected by § 1404. 55
F.3d at 879. Those private interests may include:
plaintiffs forum preference as manifested in the original choice; the defendant's
preference; whether the claim arose elsewhere; the convenience of the parties as
indicated by their relative physical and financial condition; the convenience of the
witnesses-but only to the extent that the witnesses may actually be unavailable
for trial in one of the fora; and the location ofbooks and records (similarly limited
to the extent that the files could not be produced in the alternative forum).
!d. The public interests may include:
the enforceability of the judgment; practical considerations that could make the
trial easy, expeditious, or inexpensive; the relative administrative difficulty in the
two fora resulting from court congestion; the local interest in deciding local
controversies at home; the public policies of the fora; and the familiarity of the
trial judge with the applicable state law in diversity cases.
!d. at 879-80. The court will address each of the disputed Jumara factors in tum.
a.

Private interest factors
1.

Plaintiff's forum preference

Perhaps the most significant factor in the transfer analysis is the plaintiff's choice of
forum; the court generally accords this preference substantial weight. See, e.g., Shutte, 431 F .2d
at 25; Smart Audio Techs., 2012 WL 5865742, at *6; Mimm v. Vanguard Dealer Servs., LLC,
No. 11-736-GMS, 2012 WL 4963315, at *6 (D. Del. Oct. 16, 2012).

The court has long

recognized, however, that this choice is not dispositive and that it may be entitled to less
deference in certain situations. Smart Audio Techs., 2012 WL 5865742, at *6. Citrix argues that
Guzzetti's forum preference should be given less weight here for several reasons: (1) under the
SPA, Citrix was permitted to file suit in Florida, (2) Delaware is not Guzzetti' s home forum, and
(3) the central facts ofthis suit occurred outside ofDelaware. (D.I. 10 at 4.)

6

The court will first consider the impact of the SPA's two forum selection clauses and
Citrix's entitlement to sue in Florida. Again, § 9.8(b) of the SPA states, "Unless otherwise
explicitly provided in this Agreement, any action ... shall be brought ... only in any state or
federal court located in the County ofNew Castle, Delaware." (D.I. 1, Ex. Bat Ex. A§ 9.8(b).)
Section 9.8(c) then provides:
[I]f any claim, action, suit or proceeding is commenced against any Indemnified
Party by any Person in or before any court or other tribunal anywhere in the
world, then such Indemnified Party may proceed against the Participating Payees,
the Seller and the Seller Representatives in or before such court or other tribunal
with respect to any indemnification claim or other claim arising directly or
indirectly from or relating directly or indirectly to such claim, action, suit or
proceeding or any of the matters alleged therein or any of the circumstances
giving rise thereto.
(!d. at Ex. A § 9.8(c).) Though both parties seem to recognize that § 9.8(b) is a mandatory,

general forum selection clause, they dispute the effect of § 9.8(c). Citrix contends that the
Pragmatus litigation represents a "claim, action, suit or proceeding ... commenced against any
Indemnified Party by any Person in or before any court or tribunal," which triggered the specific
application of§ 9.8(c) and entitled it to file suit in Florida. (D.I. 7 at 5-6.). In its view, § 9.8(b)
has no role to play in this case, as that section is only operative where a forum is not "otherwise
explicitly provided in [the SPA]."

Citrix views § 9.8(c) as requiring that any

(!d.)

indemnification suit proceed before the District Court for the Southern District of Florida, the
same court that heard the Pragmatus case. (!d. at 6.)
Guzzetti argues that § 9.8(c) does not, in fact, apply to this case. (D.I. 9 at 8-9.) He
contends that this provision is a permissive forum selection clause of limited scope-while it
permits an Indemnified Party to bring an indemnification suit in the court where the underlying

7

case was heard, it does not require that the Indemnified Party select such a forum nor does it
even allow the indemnitor that choice. (!d.) Guzzetti contends that the plain language of §
9.8(c) did not give him the right to file suit in the Southern District of Florida, and, as such, §
9.8(b)'s general forum selection clause controlled and required that he litigate in Delaware. (!d.)
The court believes that Guzzetti takes the better view of this issue. Though § 9 .8(c)
speaks of where an Indemnified Party may sue, it is silent as to the rights of an indemnitor, like
Guzzetti. While this case may involve the type of indemnification rights addressed by§ 9.8(c),
the court does not lose sight of the fact that it was filed not by the indemnitee, Citrix-as was
contemplated in § 9.8(c)-but by the indemnitor, Guzzetti. In the absence of any instruction
from § 9.8(c), no other forum was "otherwise explicitly provided" for by the SPA, and Guzzetti
was obligated to bring suit in Delaware consistent with the general rule of§ 9.8(b). Contrary to
Citrix's assertion, Guzzetti was either neither bound nor even permitted to sue in the Southern
District of Florida.
Of course, the very fact that the SPA did permit the mirror-image of this suit to be filed in
Florida may suggest that Guzzetti' s forum preference for Delaware deserves less than maximum
weight. 3

The court naturally gives less credit to an argument that a particular forum is

inconvenient when the complaining party would have been contractually obligated to litigate in
that jurisdiction had his opponent simply filed suit earlier. The Jumara court made clear that "a
forum selection clause is treated as a manifestation of the parties' preferences as to a convenient
forum." Jumara, 55 F.3d at 880. While a permissive, limited forum selection clause like that

3

The court uses the "mirror-image" term informally here, as it recognizes that the Florida action involves
an additional party, Citrix Systems, not joined in this case.

8

found in § 9.8(c) has a lesser effect on the court's analysis, it nevertheless suggests Guzzetti's
amenability to litigation in Florida and somewhat reduces the weight given his own forum
preference. 4 See Mimm, 2012 WL 4963315, at *6.
Citrix also argues that the significance of Guzzetti' s forum choice is reduced "where the
central facts of the lawsuit occur outside the chosen forum." (D .I. 10 at 4.) Of course, the fact
that the events underlying a lawsuit occurred elsewhere may affect the court's analysis-it
suggests the absence of "rational and legitimate reasons" for bringing suit in Delaware, an
important consideration in the assessment of this factor. See Intellectual Ventures L LLC v.
Altera Corp., 842 F.Supp.2d 744, 750-51 (D.Del.2012) (holding that the plaintiffs "legitimate
and rational reasons for suing in Delaware" .entitled that choice, at a minimum, to "significant
deference"). In this case, however, Guzzetti clearly had a rational basis for suing in Delaware
regardless of where the central facts of the case occurred. As the court notes above, the SPA
required that he bring his claim in this state.. Accordingly, the court believes that decision is
entitled to at least "significant deference" within the Jumara analysis. 5
Finally Citrix argues that Guzzetti' s forum choice is entitled to reduced weight because

4

While Guzzetti seems to fight this conclusion by arguing that he would have contested personal
jurisdiction if Citrix had, in fact, filed suit first in Florida, the court believes the permissive forum selection clause of
§ 9.8(c) at least indicates that Guzzetti contemplated litigating the mirror-image of this case in that district.
5

Citrix relies on a decision from the District of New Jersey for the proposition that a plaintiffs forum
choice is entitled to less weight "where the central facts of the lawsuit occur outside the chosen forum." Platinum
Partners Value Arbitrage Fund, L.P. v. TD Bank, NA., No. 10-6457-ES, 2011 WL 3329087, at *2-3 (D.N.J. Aug. 2,
2011). As discussed above, the court views this merely as another means of stating the familiar principle that the
presence or absence of rational and legitimate reasons for choosing a forum affects the weight given to that factor.
To the extent that this "central facts" inquiry is actually viewed independently in New Jersey, the court notes that the
cited decision does not represent controlling authority. Moreover, the court believes the "central facts"
consideration is already adequately addressed through several other Jumara factors. See 55 F.3d at 879 ("The
private interests have included ... whether the claim arose elsewhere, ... the convenience of the parties as indicated
by their relative physical and financial condition, ... and the location of books and records ... The public interests
have included ... the local interest in deciding local controversies at home .... ").

9

he has chosen to litigate outside his home forum ofNew York. Indeed, this court has recognized
that, when a plaintiff choose to bring suit away from his home turf, it is generally inappropriate
to accord that decision paramount deference. See, e.g., Smart Audio Techs., 2012 WL 5865742,
at *6; Auto. Techs. Int'l, Inc. v. Am. Honda Motor Co., Inc., No. 06-187-GMS, 2006 WL
3783477, at *2 (D. Del. Dec.21, 2006). Guzzetti does not dispute this point, and the court
therefore declines to grant his forum choice maximum weight.
In sum, the court weighs Guzzetti's Delaware forum preference heavily in this case.
Section 9.8(b) ofthe SPA required him to sue in this state, and the Third Circuit has made clear
that "a forum selection clause is treated as a manifestation of the parties' preferences as to a
convenient forum." Jumara, 55 F.3d at 880. Just as the parties' agreement "is entitled to
substantial consideration," a plaintiff's forum choice in conformity with that agreement should
be respected. See id. Additionally, the forum selection clause provides a rational and legitimate
basis for Guzzetti's decision to sue in Delaware, entitling that choice, at a minimum, to
"significant deference."

Intellectual Ventures I, 842 F.Supp.2d at 750-51.

Guzzetti's

preference, however, does not merit maximum weight, as he has sued outside his home forum
and because the permissive selection clause of§ 9.8(c) suggests his general amenability to suit in
Florida.
n.

Defendant's forum preference

The court next considers the weight to be accorded the defendant's forum preference.
Jumara, 55 F.3d at 879. Citrix seeks transfer to the Southern District of Florida, where it has
commenced a later-filed action relating to the same subject matter as this suit.

This factor

weighs in favor of transfer, albeit very slightly given the forum selection clause of§ 9.8(b),
10

which reflects Citrix's own willingness to litigate in Delaware.
iii.

Where the claim arose

Jumara next instructs courts to consider "whether the claim arose elsewhere."

Id.

Guzzetti raises two claims in this suit: a breach of contract claim for alleged violations of the
SPA and a declaratory judgment claim regarding indemnification rights under the SPA. (D.I. 1,
Ex. Bat mf 32--41.) Both require the court to interpret the SPA, an agreement that, by its own
terms, "shall be construed in accordance with, and governed in all respects by, the Laws of the
State of Delaware." (D.I. 1, Ex B. at Ex. A§ 9.8(a).) Guzzetti contends that this contract action
should be viewed as arising in Delaware, the state of the SPA's governing law, and the court
agrees. 6 This factor weighs against transfer.
tv.

Convenience of the parties

The fourth private interest factor is the "convenience of the parties as indicated by their
relative physical and financial condition." Jumara, 55 F.3d at 879. In assessing this factor, the
court accounts for "(1) the parties' physical location; (2) the associated logistical and operational
costs to the parties' employees in traveling to Delaware (as opposed to the proposed transferee
district) for litigation purposes; and (3) the relative ability of each party to bear these costs in
light of its size and financial wherewithal." Mitek Sys., Inc., 2012 WL 3777423, at *6 (quoting
Fuisz Pharma, 2012 WL 1820642, at *12).

Guzzetti, a resident of New York, argues that this factor counsels against transfer, as
Citrix "has far stronger financial ability to incur travel expenses." The court, however, cannot
determine that Citrix's financial resources actually exceed those of Guzzetti. While Guzzetti
6

Citrix offers no argument regarding this factor.

11

points out that Citrix Systems "reported annual sales in 2011 of more than $2.2 billion and
profits in 2011 of $356 million," Citrix Systems is not a party in this action. (D .I. 9 at 10.) The
relevant questions are whether Citrix would face additional difficulty if forced to litigate in
Delaware and whether it would be better able to bear those costs than Guzzetti. It may be
reasonable to presume that Citrix has access to greater financial resources than Guzzetti, but the
court will not rest its decision here upon such a presumption.
Similarly, the court believes that consideration of the parties' physical locations likely
cuts in Guzzetti's favor, but it is unable to base its decision on that presumption.

While

transferring this action from Delaware to Florida would require Guzzetti to travel much farther to
litigate, any additional travel time for Citrix, a Swiss company, is likely to be relatively
insignificant. This conclusion, however, rests upon an assumption that Citrix and its employees
are actually based in Switzerland, and that fact is not entirely clear.

While the Complaint

indicates that Citrix is a Swiss company, neither party identifies its principal place ofbusiness. 7
Accordingly, the court cannot properly assess the comparative burdens that would be imposed
upon the two parties depending on the court's transfer decision. This factor will be treated as
neutral.
v.

Convenience of the witnesses

The court next considers "the convenience of the witnesses-but only to the extent that
the witnesses may actually be unavailable for trial in one of the fora." Jumara, 55 F.3d at 879.
The court only grants this factor weight when there is reason to believe that a potential witnesses
will decline to appear in one forum absent a subpoena. See Smart Audio Techs., 2012 WL
7

Guzzetti references a Citrix office in Massachusetts, (D.I. 9 at 11 n. 7), and Citrix indicates that at least
Citrix Systems is based in Florida (D.I. 10 at 5).

12

5865742, at *8; AlP Acquisition LLC v. iBasis, Inc., 12-616-GMS, 2012 WL 5199118, at *5 n.6
(D. Del. Oct. 19, 2012); Acuity Brands, Inc. v. Cooper Indus., Inc., No. 07-444-GMS, 2008 WL
2977464, at *2 (D. Del. July 31, 2008).
Though Citrix represents that "[w]itnesses ... are likely to be located in the Southern
District of Florida," it neither identifies any of these potential witnesses nor suggests that they
would refuse to testify in Delaware. (D.I. 7 at 7.) Guzzetti claims that, to the extent any
witnesses are actually needed, they will probably include the Massachusetts attorneys who
negotiated the SPA. (D .I. 9 at 11.) These lawyers, however, likely reside outside the subpoena
power of both this court and the District Court for the Southern District of Florida, and Guzzetti
fails to explain why they would agree to appear here but decline to testify

~n

Florida. (!d.)

Accordingly, the court finds that this factor is neutral.
VI.

Location ofbooks and records

The final private interest factor is "the location of books and records" that might prove
relevant to this action.

Jumara, 55 F.3d at 879.

Here, Citrix argues that records of the

Pragmatus litigation and related mediation are likely to be found in Florida. (D.I. 10 at 5.)
Though the court accords this particular Jumara consideration little weight given the ease with
which documents can be electronically stored and transferred today, this factor does favor
transfer in this case. See Mitek Sys., Inc., 2012 WL 3777423, at *6.
b. Public interest factors
The parties next dispute the public interest factor relating to "the familiarity of the trial
judge with the applicable state law in diversity cases." Jumara, 55 F.3d at 880. Guzzetti argues
that this factor weighs against transfer because this is essentially a contract action that will
13

require interpretation of the SPA, an agreement governed by Delaware law. (D .I. 9 at 11.)
According to Guzzetti, "[t]his court is more experienced with Delaware contract and
indemnification law than a Florida-based judge." (Id.) Citrix acknowledges that this court is
more familiar with Delaware contract law, but contends that the provisions at issue are relatively
straightforward and that the true controversy is actually whether the allegations in the Pragmatus
litigation reached the Vidsoft technology and whether that technology infringed Pragmatus'
patents. (D.I. 10 at 6.)
The court believes that Guzzetti has the better argument. Any determination about the
underlying Pragmatus litigation will ultimately need to be filtered through the SPA, requiring the
court to perform some measure of contract interpretation. Though that interpretative work may
be minimal, it will necessarily occur at some point, and this court is likely better suited to the
task. Moreover, even were the court to accept Citrix' s position that the actual dispute centers on
Pragmatus' infringement claims, there is no reason to believe that the Southern District of
Florida would be better able to resolve those questions. 8 Patent law is federal law, and this court
is equally equipped to assess the underlying infringement action. See In re TS Tech USA Corp.,
551 F.3d 1315, 1320 (Fed. Cir. 2008) ("[P]atent claims are governed by federal law, and as such
both [courts are] capable of applying patent law to infringement claims." (internal quotation
marks omitted)); Mitek Sys., Inc., 2012 WL 3777423, at *8. Accordingly, this factor weighs
slightly against transfer.
Finally, the court omits the remaining public interest factors from its Jumara analysis, as
8

Indeed, Citrix claims only that "[t]he Southern District of Florida, where the Pragmatus Litigation was
filed, is at least as well suited as the Delaware courts to determine these issues." (D.l. 10 at 6 (emphasis added).)
No argument is made that a Florida-based judge would have an advantage in analyzing the Pragmatus infringement
claims.

14

neither party has placed them in dispute and none appear applicable to this motion.
C.

Transfer Analysis Summary

The court finds that two private interest factors weigh in favor of transfer: (1) Citrix's
forum preference, which is entitled to only minimal weight, and (2) the location of relevant
books and records, which likewise has little significance given modem technology. These are
more than offset by the Jumara factors counseling against transfer: (1) Guzzetti' s own forum
choice, which receives heightened deference, (2) the location of the claim, and (3) the court's
familiarity with the applicable law, which is weighted only slightly here. The court has little
difficulty concluding that Citrix has failed to meet its heavy burden of demonstrating that the
interests of convenience and justice strongly favor transfer.

V.

CONCLUSION
For the above reasons, the court will deny Citrix's motion to transfer to the Southern

District to Florida pursuant to 28 U.S.C. § 1404(a).

Dated: January

2_, 2013

15

IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF DELAWARE

ANDREW GUZZETTI, as Seller
Representative ofVidsoft Inc.,
Plaintiff,

v.
CITRIX ONLINE HOLDINGS GmbH,
Defendant.

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Civil Action No. 12-01152 GMS

ORDER

At Wilmington this~ day of January 2013, consistent with the memorandum opinion
issued this same date, IT IS HEREBY ORDERED THAT:
The defendant's Motion to Transfer (D.I. 7) be DENIED.