Palaxar Group, LLC et al v. Williams et al

Filing 149

MEMORANDUM OPINION. Signed by District Judge James R. Spencer on 05/13/14. (kyou, ) [Transferred from vaed on 5/15/2014.]

UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF VIRGINIA
RICHMOND DIVISION
CLE&K, U.S. DISTRICT COURT

,

RICHMOND, VA

PALAXAR GROUP, LLC, et a/.,

•

and

PALAXAR HOLDINGS, LLC,

Plaintiffs,

Civil Action No. 3:i3-CV-64i

SHANE WILLIAMS, et al,
Defendants.

MEMORANDUM OPINION

THIS MATTER is before the Court on twelve (12) Motions filed by various Defendants
seeking transfer to the Middle District of Florida pursuant to 28 U.S.C. § 1404(a) or, in the
alternative, dismissal for lack of personal jurisdiction and/or improper venue (ECF Nos. 25, 29,
41, 44,47, 49, 50, 55,59, 60, 66, 68). For the reasons that follow, the Court will TRANSFER this
action to the Middle District of Florida.
I.
A.

BACKGROUND1

Factual Background

Palaxar Group, LLC, and Palaxar Holdings, LLC (collectively, "Palaxar"), are limited

liability corporations that were formed in 2006 under the laws of Virginia by Edith Curry
("Curry") and others. Palaxar is an anti-fraud investigation and consulting organization with its
principal place of business in Henrico, Virginia. Beginning in 2006, Palaxar was involved in

contract negotiations with the United States Government and pursued teaming agreements with

1This factual background includes only portions of the allegations in the 72-page Complaint. For the purposes of
this Motion, the Court assumes all of Plaintiffs' well-pleaded allegations to be true, and views all facts in the light
most favorable to Plaintiffs. T.G. Slater & Son v. Donald P. & Patricia A. Brennan, LLC, 385 F.3d 836, 841 (4th
Cir. 2004) (citing MylanLabs, Inc. v. Matkari, 7 F.3d 1130, 1134 (4th Cir. 1993)); see Fed. R. Civ. P. 12(b)(6).

large data aggregators in an effort to license its proprietary anti-fraud methodologies. Also
during 2006, Curry apparently was employed by Frank Amodeo ("Amodeo") as President of
Defendant Nexia Strategy Corporation ("Nexia") and acted as a member of the Board of

Directors for Mirabilis Ventures, Incorporated ("MVI"). Nexia was a wholly owned subsidiary of
MVI before both companies were forfeited by Amodeo to the Government in 2008. Defendant
Aqmi Strategy Corporation ("AQMI") was the secured creditor of both Nexia and MVI and was

similarly forfeited to the Government.

While employed by Nexia, Curry and three other inventors developed certain methods

for fraud detection ("Palaxar Processes") and sought to patent these methods. Palaxar asserts
that patents claiming the Palaxar Processes were eventually issued and that it owns the exclusive
rights to the Palaxar Processes. On August 1, 2006, Curry and the other inventors assigned a
world-wide, royalty free, non-exclusive license for the Palaxar Processes to MVI and Nexia in

exchange for a waiver of all right, title, and interest in the Palaxar Processes. Palaxar asserts that

these terms were memorialized in writing ("Assignment Agreements") and provided for
payment of the prevailing party's attorneys' fees if an action was commenced to enforce the

Assignment Agreements. The Assignment Agreements were drafted by Defendant Goldberg,
who was in-house counsel at the time for AQMI, MVI, and Nexia.

On October 16, 2006, Curry entered into a confidential separation agreement with MVI

("Separation Agreement") terminating her employment with Nexia and presumably her
association with MVI. The Separation Agreement stated, "All rights, title and interest in [the

Palaxar Processes] will be assigned to [Curry]. [Curry] shall be indemnified by MVI, from and
against any claims that may be brought against [Curry] as a result of [her] serving as an officer
and director of [MVI and Nexia]." Additionally, Curry's employment agreement with Nexia, as

well as MVI's and Nexia's by-laws, each contained indemnification provisions.
Prior to 2007 and pursuant to an agreement, Palaxar and Nexia were engaged in jointly
marketing their services. In February 2007, Palaxar and Nexia were in the final stages of

formalizing an agreement to license the Palaxar Processes to Wachovia Securities, for which

Palaxar reasonably expected to secure a $2,000,000 share. Additionally, from as early as 2006,
Palaxar was engaged in contract negotiations for use of the Palaxar Processes by the United
States Government. As of October 1, 2007, Palaxar was in top tier negotiations for the

Government's use of the Palaxar Processes. These negotiations had involved proposals,

demonstrations, and pilot programs, and Palaxar was finalizing negotiations and reasonably
expected to secure a contract with its share being $47,000,000. Palaxar also asserts that it was
in negotiations with the Commonwealth of Virginia for use of the Palaxar Processes, but no

dates or details of these negotiations are furnished by the Complaint.

In December 2006, the federal government began investigating Amodeo over allegations
of tax fraud. During 2005 and 2006, Amodeo had diverted more than $100,000,000 in payroll
taxes from a number of payroll processing companies, which Amodeo owned or controlled.
Amodeo used these funds, in part, to capitalize MVI, AQMI, and Nexia. By March 2007, as a
result of the prosecution of Amodeo, MVI and Nexia were in the process of liquidating and had
terminated all employees except Defendants Jaiman, Stollenwerk, Williams, Bates, Mokwa, and
Goldberg. Jaiman, Stollenwerk, and Williams were corporate officers of the Defendant
Corporations; Bates, Mokwa, and Goldberg were attorneys representing Amodeo and/or the

Defendant Corporations. Beginning in 2006, Amodeo was additionally represented by
Defendant Slaughter in relation to his prosecution.
Curry cooperated with the Government in its investigation of Amodeo and his

companies. On February 9, 2007, Slaughter began negotiating a plea agreement on behalf of

Amodeo. Amodeo ultimately pled guilty to tax fraud, was sentenced to 22 years' imprisonment.
Seven of Amodeo's companies, including the Defendant Corporations, were forfeited to the
Government as a condition of Amodeo's plea agreement.
On October 12, 2007, Nexia and MVI filed suit against Curry, Palaxar, and several other
individuals associated with Palaxar ("Florida Lawsuit"). Palaxar alleges that the Florida Lawsuit

was initiated as part of a larger conspiracy to obtain funds for Amodeo that could be forfeited to

the Government as restitution in exchange for a more lenient criminal sentence.2 Plaintiffs in

the Florida Lawsuit sought damages for conversion, misappropriation, self-dealing, breach of
fiduciary duty, breach of employment contracts, conspiracy to convert assets, breach of contract,
and unjust enrichment, as well as an injunction prohibiting use of the Palaxar Processes. The
procedural history of the Florida Lawsuit is thoroughly summarized in Mirabilis Ventures, Inc.

v. Palaxar Grp., No. 6:07-cv-i788, 2011 U.S. Dist. LEXIS 104629 (M.D. Fla. Aug. 18, 2011),
adopted by 2011 U.S. Dist. LEXIS 104624 (M.D. Fla. Sept. 15, 2011), in which a Florida
Magistrate Judge recommended denying Curry and others an award of attorneys' fees.
Palaxar alleges that the Florida Lawsuit and related actions taken by Defendantsa were

maliciously prosecuted and were overt acts in furtherance of the conspiracy described above.

Palaxar asserts that Slaughter, Goldberg, Jaiman, Williams, Stollenwerk, O'Malley, and the
attorneys who prosecuted the Florida Litigation (The Maher Law Firm, PA, Maher, Bates,

Mokwa, Estes, Balch & Bingham, LLP, Campbell, Langley, and Reese) each had actual

knowledge of Palaxar's business expectancies described above. Palaxar argues that their actual
knowledge of these business expectancies is confirmed by the complaint in the Florida Lawsuit,

2This conspiracy is alleged to have targeted 112 companies and their Directors and Officers for litigation in the
hope of recovering $420,000,000, of which $180,000,000 would be repaid to the IRS as restitution on behalf of
Amodeo and the remainder would be used to pay Amodeo's attorneys' fees and other interested parties. Palaxar
alleges that Jaiman, Stollenwerk, and Williams were to obtain 5% of any funds recovered for their work as "trial
consultants," and that the Defendant attorneys and law firms were to receive 55% of any funds recovered through
conspiracy-related litigation. Palaxar alleges that during the conspiracy, Defendant attorneys and law firms diverted
recovered funds from their client trust accounts to the firms' operating accounts in an effort to prevent the
Government from seizingthese recovered funds. This practice ultimately cause the Government to seize improperly
diverted funds from Jaiman, Stollenwerk, Williams, Maher, and Defendant Law Firms Balch & Bingham, LLP,
Latham, Shuker, Eden, & Beaudine, LLP, and Broad and Cassel, PA. Attempts to retrieve funds from Bates,
Mokwa, and Goldberg were unsuccessful.

3Specifically, Palaxar points to a related bankruptcy proceeding and a series ofpress releases and publications made
by Defendant O'Malley at the direction of various other Defendants. Palaxar alleges that various Defendants'

initiation of bankruptcy proceedings on behalfof MVI was an overt act in furtherance of the conspiracy because it
was improperly instituted for the purpose of perpetuating the Florida Litigation. Defendants Cuthill, Green, Shuker,
and Law Firm Latham, Shuker, Eden, and Beaudine, LLP, were involved in MVI's bankruptcy in the Middle
District of Florida. Palaxar further alleges that the O'Malley's press releases were knowingly false, were made with
actual or constructive knowledge that Palaxar's business expectancies would be harmed, and constituted overt acts
in furtherance of the conspiracy.

which alleged that Curry and Palaxar misappropriated the Palaxar Processes for the purpose of
obtaining the above-described business expectancies. Palaxar additionally argues that the

Florida Lawsuit was initiated and perpetuated despite actual knowledge of the Assignment

Agreements and Curry's Separation Agreement, which assigned the Palaxar Processes to Curry
and indemnified her. Palaxar alleges that by November 21, 2007, a number of Defendants had

actual knowledge of the Assignment Agreements and Separation Agreement, including
Slaughter, Bates, Mokwa, Goldberg, Estes, Campbell, Langley, Reese, Jaiman, Williams,
Stollenwerk, and Balch & Bingham, LLP. Despite this actual knowledge, the Florida Lawsuit was
pursued for approximately four years.4
B.

Procedural Background

On September 18, 2013, Palaxar filed suit against the twenty-five defendants, including

the Defendant Corporations (Nexia and AQMI), former counsel of Amodeo and/or the
Defendant Corporations (Goldberg, Slaughter, Maher, The Maher Law Firm, PA, Mokwa, Bates,
Balch & Bingham, LLP, Estes, Campbell, Langley, Reese, Lathan, Shuker, Eden, & Beaudine,
LLP, Shuker, Green, Broad and Cassel, P.A., Robert, Norman, and Vilmos), former executive

officers of Defendant Corporations (Cuthill, Williams, Stollenwerk, and Jaiman), and publicist
O'Malley. Count One of the Complaint alleges tortious interference. Count Two of the Complaint
alleges malicious prosecution. Count Three of the Complaint alleges common law conspiracy.
Count Four of the Complaint alleges statutory business conspiracy pursuant to Virginia Code §§
18.2-499 etseq.

Palaxar alleges that the filing of the Florida Lawsuit caused Wachovia, the United States

Government, and the Commonwealth of Virginia to cease negotiations for use of the Palaxar
Processes. Palaxar asserts that the Florida Lawsuit, and the knowingly false press releases
published by O'Malley at the direction of various other Defendants, placed a cloud on the title to

4In November 2009, Broad & Cassel, P.A. was substituted for Balch & Bingham, LLP, as counsel for MVI (but not
Nexia). Palaxar alleges that Broad & Cassel, P.A., Robert, Norman, and Vilmos participated in the conspiracy prior
to November 2009 by accepting laundered funds from other co-conspirators and facilitating Cuthill's improper
appointment as MVI's Liquidating President during its bankruptcy proceedings.

the Palaxar Processes, rendering them unmarketable during the four-year pendency of the
Florida Lawsuit. Palaxar alleges that Defendants knew or should have known that the Florida
Lawsuit would interfere with Palaxar's business expectancies and that the Florida Lawsuit was

frivolous in light of the Assignment Agreements and Separation Agreement. Finally, Palaxar
alleges that institution and perpetuation of the Florida Lawsuit constitute overt acts in
furtherance of Defendants' conspiracy to recover funds for the benefit of Amodeo while
improperly diverting a portion of those funds for personal gain.
II.

LEGAL STANDARD

Pursuant to 28 U.S.C. § 1404, "[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). "The decision whether to transfer an
action under the statute is committed to the sound discretion of the district court." Heinz Kettler

GMBH & Co. v. Razor USA, LLC, 750 F. Supp. 2d 660, 668 (E.D. Va. 2010) (citing One Beacon
Ins. Co. v. JNB Storage Trailer Rental Corp., 312 F. Supp. 2d 824, 828 (E.D. Va. 2004)).
District courts determining whether to grant a motion to transfer under § 1404(a) to a transferee

forum where the action could initially have been brought "typically consider[]: (1) plaintiffs
choice of forum, (2) convenience of the parties, (3) witness convenience and access, and (4) the
interest of justice." Id. (citing JTH Tax, Inc. v. Lee, 482 F, Supp. 2d 731, 736 (E.D. Va. 2007)).
"The movant bears the burden of showing that transfer is proper." JTH Tax, 482 F. Supp. 3d at
736 (citing Cognitronics Imaging Sys. v. Recognition Research, Inc., 83 F. Supp. 2d 689, 696
(E.D. Va. 2000)).
III.

DISCUSSION

Although Palaxar's choice of forum is entitled to some deference, transfer would be in
the interest of justice and significantly more convenient for the parties and witnesses. As such,
the Court will transfer this case to the Middle District of Florida.

//

A. Transferee Forum as Initial Forum

Section 1404(a) allows transfer to any district or division where the action "might have

been brought." 28 U.S.C. § 1404(a). Transfer, therefore, may be appropriate only to those
districts where the plaintiff could have properly filed the action initially. See Hoffman v. Blaski,
363 U.S. 335, 343-44 (i960). To meet this requirement, the party seeking transfer must show

that subject matter jurisdiction, personal jurisdiction, and venue would have been proper in the
transferee court. Id; Koh v. Microtek Int'l, Inc., 250 F. Supp. 2d 627, 630 (E.D. Va. 2003) (citing
L.G. Elecs. Inc. v. Advance Creative Computer Corp., 131F. Supp. 2d 804, 812 (E.D. Va. 2001)).
The record indicates, and Palaxar does not appear to dispute, that this action could
initially have been brought in the Middle District of Florida.5 First, whether before this Court or

a district court in Florida, there appears to be complete diversity among the parties: Palaxar
appears to be a citizen of Virginia, and Defendants appear to be citizens of Florida or Alabama,

but not Virginia. Additionally, Palaxar seeks damages well in excess of the jurisdictional
limitation, and as such, it appears that a court in the Middle District of Florida would have

subject matter jurisdiction on the basis of diversity of the parties. See 28 U.S.C. § 1332(a).
Second, each of the parties either admits to being a citizen of Florida or participating in the
Florida Lawsuit, demonstrating that courts in the Middle District of Florida have personal
jurisdiction over Defendants. Third, because a substantial part of the events giving rise to this
litigation—namely, the Florida Lawsuit—occurred in the Middle District of Florida, venue is
appropriate in the transferee forum. See 28 U.S.C. § 1391(b).

Accordingly, this action could initially have been brought in the Middle District of
Florida.

//
//

5Nothing inthis section should be construed as speaking to the merits of Defendants' motions to dismiss for lack of
subject matter jurisdiction.

B.

Plaintiff's Choice of Forum

The plaintiffs choice of forum is generally entitled to substantial weight, "which may be
overcome only when the private and public interest factors clearly point toward trial in the
alternative forum." Piper Aircraft Co. v. Reyno, 454 U.S. 235, 255 (1981). However, the actual
weight given to a plaintiffs choice varies considerably "in proportion to the connection between

the forum and the cause of action." GTE Wireless, Inc. v. Qualcomm, Inc., 71 F. Supp. 2d 517,
519 (E.D. Va. 1999). The weight given to the plaintiffs initial choice is diminished when the

operative facts of the case have little relation to the chosen forum, Bd. of Trs. v. Sullivant Ave.
Props., LLC, 508 F. Supp. 2d 473 (E.D. Va. 2007); see also GTE Wireless, 71 F. Supp. 2d at 519
("When a plaintiff chooses a foreign forum and the cause of action bears little or no relation to

that forum, the plaintiffs chosen venue is not entitled to such substantial weight.") (citing
VerosolB.V. v. Hunter Douglas, Inc., 806 F. Supp. 582, 589 (E.D. Va. 1992)).

Palaxar chose to bring this lawsuit in its home forum. Each Plaintiff is a limited liability
corporation organized under the laws of Virginia with its principal place of business in Henrico,
Virginia. Palaxar alleges that is has operated in Virginia since 2006 as an anti-fraud

investigation and consulting firm offering the Palaxar Processes for licensed use by various

government and private entities. Further, Palaxar alleges that because its principle place of
business is in Henrico, Virginia, the injury allegedly caused by Defendants occurred in this
district.

While Palaxar has established a connection to this forum, the cause of action Palaxar

brings has only a limited relation to this forum. Palaxar alleges two underlying torts in this
action: tortious interference with a business expectancy and malicious prosecution.6 To establish
a claim for tortious interference, Palaxar must show: (1) the existence of a valid contractual

relationship or business expectancy; (2) knowledge of the relationship or expectancy on the part

6Palaxar additionally alleges common law conspiracy and Virginia statutory business conspiracy based on these
underlying torts. However, the Complaint does not indicate that the conspiracy was formed or entered into by any
party in this district.
8

of the interferon (3) intentional interference inducing or causing a breach or termination of the

relationship or expectancy; and (4) resultant damage to the party whose relationship of
expectancy has been disrupted.? Dunlap v. Cottman Transmission Sys., LLC, 754 S.E.2d 313,
318 (Va. 2014). To establish a claim for malicious prosecution, Palaxar must show: "(1) an

original criminal or civil judicial proceeding against the present plaintiff was commenced or

continued; (2) the present defendant was the legal cause of the original proceeding against the
present plaintiff as the defendant in the original proceeding; (3) the termination of the original
proceeding constituted a bona fide termination of that proceeding in favor of the present
plaintiff; (4) there was an absence of probable cause for the original proceeding; (5) there was
malice on the part of the present defendant; and (6) the plaintiff suffered damage as a result of
the original proceeding." Alamo Rent-A-Car v. Mancusi, 632 So. 2d 1352, 1355 (Fla. 1994)
(citations omitted). For each of these alleged torts, the only connection to this district is the

final element: injury to Palaxar. By contrast, every other element of the alleged torts occurred in,
or was initiated from, the Middle District of Florida. This is so because the crux of Palaxar's

claims is that it was injured by the Florida Lawsuit.

Because the Middle District of Florida has a much stronger relation to the claims than
this district, the weight given to Palaxar's initial choice of forum is somewhat diminished.
Nevertheless, Palaxar has filed this suit in its home forum, and there is some connection

7 Although the Parties dispute the applicable law, it appears likely that Virginia law applies to the tortious
interference and conspiracy claims, and Florida law applies to the malicious prosecution claim. Under Virginia's
choice of law rules, the doctrine of lex loci delecti applies, and claims are analyzed under the law governing the
place of the alleged wrong. Consulting Eng'rs Corp. v. Geometric Ltd., 561 F.3d 273, 280 (4th Cir 2009) (citing
Jones v. R.S. Jones & Assocs., 431 S.E.2d 33, 34 (Va. 1993). The place of the alleged wrong is where the last act
necessary to make the defendant liable occurred. See Quillen v. lnt'l Playtex, Inc., 789 F.2d 1041, 1044 (4th Cir
1986); Dreher v. Budget Rent-A-Car Sys., Inc., 634 S.E.2d 324, 327 (Va. 2006). The last element of a tortious
interference claim is damage to the plaintiff; without damages, a defendant may not be held liable. Palaxar has
alleged that its business expectancies were being negotiated from Virginia at the time of Defendants' interference

and at the time of those expectancies' resulting termination. Defendants have offered no facts (or even argument) to

indicate that Palaxar's business expectancies were terminated in Florida. Accordingly, the place of the alleged
wrong and the state whose law applies to the tortious interference claim, likely is Virginia. See Gen. Assur. OfAm.,
Inc. v. Overby-Seawell, 533 F. App'x 200, 203 (4th Cir. 2013). In contrast, a claim for malicious prosecution
requires a court disposition as well as damages. Arguably, Palaxar was injured prior to disposition of the Florida
Lawsuit, making the location of the last act necessary to make Defendants liable Florida—where the favorable
disposition was rendered—rather than Virginia.

between this district and the claims alleged. Accordingly, Palaxar's initial choice of forum is
entitled to some, but not substantial, deference.
C. Convenience of the Parties

In assessing this factor, courts generally consider "ease of access to sources of proof, the
cost of obtaining the attendance of witnesses, and the availability of compulsory process."
Samsung Elecs. Co. v. Rambus, Inc., 386 F. Supp. 2d 708, 717 n.13 (E.D. Va. 2005).
Convenience to parties alone will rarely justify transfer, particularly where transfer would
merely "'shift the balance of inconvenience' from defendant to plaintiff." Baylor, 702 F. Supp. at
1258 (quoting Eastern Scientific Marketing v. Tekna-Seal Corp., 696 F. Supp. 173,180 (E.D. Va.
1988)). However, "it is the 'balance' of convenience which is in question," and courts must
determine whether the total convenience of the parties favors transfer. Medicenters ofAm., Inc.
v. T & VRealty & Equip. Corp., 371 F. Supp. 1180,1184 (E.D. Va. 1974) (citing Nizin v. Bright,
342 F. Supp. 489 (S.D.N.Y. 1971)).

While Palaxar argues that transfer would merely shift inconvenience to it from
Defendants, it overlooks the fact that eighteen Defendants are citizens of Florida, and each
Defendant that has appeared in this action has indicated that the Middle District of Florida

would be a more convenient forum. Transfer will virtually always shift some inconvenience from

the defendant to the plaintiff, whose initial choice of forum will presumably be convenient to it.
But the balance of the inconvenience will not be shifted to Palaxar where the aggregate
convenience to the defendants so heavily favors transfer.

Although convenience to the Parties weighs heavily in favor of transfer, the availability of
access to sources of proof and the availability of compulsory process do not appear to be a
significant factor in the transfer analysis. While a large number of relevant documents related to

the Florida Lawsuit are located in the transferee forum, Palaxar has alleged that documents
associated with the Palaxar Processes, its patents, and its alleged damages are located in this

district. Similarly, with regard to compulsory process, the Parties assert that a significant
10

number of witnesses reside in both this district and the transferee forum. Because no Party has
demonstrated that significantly more witnesses reside in either district, the Court cannot

conclude that the availability of compulsory process or the cost associated with transporting
witnesses to either forum weighs in favor of either granting or denying the motions to transfer.
D. Witness Convenience

Witness convenience is of "considerable importance" in determining whether a transfer
pursuant to section 1404(a) is appropriate. Samsung, 386 F. Supp. at 718. As already noted,
eighteen of the twenty-five Defendants reside in Florida, and a further five reside in Alabama.
Palaxar correctly notes that in assessing this factor, courts draw a distinction between

party witnesses and non-party witnesses, giving less weigh to inconvenience imposed on partywitnesses. Lycos, Inc. v. TiVo, Inc., 499 F. Supp. 2d 685, 693 (E.D. Va. 2007). However, no
Party has sufficiently identified non-party witnesses or their potential testimony for the Court to

assess the inconvenience they may suffer or the importance of their live testimony to this
matter. See Samsung, 386 F. Supp. 2d at 718. As already noted, while the Court may infer that
relevant witnesses reside in both this district and the transferee forum, no Party has
demonstrated that a greater number of highly relevant non-party witnesses reside in either
district.

In contrast, several Individual Defendants have proffered affidavits to the Court stating
that they will be substantially inconvenienced by continued litigation in this district and that the
transferee forum would be the most convenient because they are residents of Florida.
(Stollenwerk Aff., ECF No. 45, Attach. 1, ffij 3,16-19; Williams Aff., ECF No. 48, Attach. 1, Iffl 3,

16-19; Jaiman Aff. ECF No. 61, Attach. 1, 1ffl 3, 14-17.) While party witnesses are generally
presumed to be "more willing" to testify in a different forum, Samsung, 386 F. Supp. 2d at 718,

the Court will not read party convenience out of the transfer analysis. Because the only
competent evidence of witness inconvenience before the Court has been proffered by various
Individual Defendants, this factor weighs in favor of transfer.
11

E.

Interests of Justice

In evaluating whether the interest of justice weighs in favor of transfer, the Court looks

to "the public interest factors aimed at systemic integrity and fairness." Heinz Kettler, 750 F.
Supp. 2d at 669-70 (quoting Byerson v. Equifax Info. Servs., LLC, 467 F. Supp. 2d 627, 635
(E.D. Va. 2006)). "The most prominent elements of systemic integrity are judicial economy and
the avoidance of inconsistent judgments." Id.

Similarly,

"[fjairness is

assessed by

considering factors such as docket congestion, the interest in having local controversies decided

at home, knowledge of applicable law, unfairness with burdening forum citizens with jury duty,
and interest in avoiding unnecessary conflicts of law." Id.
In this matter, the interests of justice weigh heavily in favor of transfer on the basis of

judicial economy and avoidance of inconsistent judgments. "Where a party has previously
litigated a case involving similar issues and facts [,] 'a court in that district will likely be familiar
with the facts of the case.' As a matter of judicial economy, such familiarity is highly desirable."

Samsung, 386 F. Supp. 2d at 722 (quoting U.S. Ship Mgmt, Inc. v. Maersk Line, Ltd., 357 F.
Supp. 2d 924, 938 (E.D. Va. 2005)).

Not only is this case similar to the Florida Lawsuit, it appears to involve facts and

arguments identical to those presented by Curry and others in support of the Florida Lawsuit's
Second Amended Counterclaims. See Mirabilis Ventures, Inc. v. Palaxar Grp., LLC, 2011 U.S.
Dist. LEXIS 104629, at *14-15 (summarizing the procedural history of the Florida Lawsuit). The
Second Amended Counterclaims included allegations of intentional interference with an

advantageous business relationship and civil conspiracy against Defendants Nexia, Bates, and
Mokwa, among others. Although Palaxar has increased the list of defendants, it has not
demonstrated that the claims it brings to this Court differ from those considered by the Florida

court such that the interests of justice do not favor transfer.

Additionally, the record—now including seventeen motions to dismiss or transfer and
hundreds of exhibits, largely replicating Florida Lawsuit documents—demonstrates that the
12

Parties vigorously dispute the correct interpretation of the meaning and effect of the Florida
court's rulings. For example, The Maher Law Firm, PA, and Individual Defendants Mokwa,
Bates, and Maher assert that the Florida court entered final judgment against Palaxar and
dismissed with prejudice "all counterclaims," presumably including the Second Amended
Counterclaims described previously. (ECF No. 24, Attach. 5, at 1.) Palaxar argues that this is a
mere scrivener's error, as evidenced by the facts that (1) Palaxar did not join the Second
Amended Counterclaims and (2) the Florida court noted as much in its August order denying a
motion for sanctions and attorneys' fees. See Mirabilis, 2011 U.S. Dist. LEXIS 104629, at *14

n.5. The Parties' memoranda contain other, similar disputes and frequently point to documents

generated in the course ofthe Florida Lawsuit to support their positions. The Florida court is

plainly in a better position to know the proper meaning and effect of its prior rulings.
Particularly where a prior, related case may have preclusive effect on a current dispute, transfer
may serve to minimize the risk of inconsistent judgments. See Weinberger v. Tucker, 391 F.
Supp. 2d 241, 245 (D.D.C. 2005).

While Palaxar asserts that this Court has a strong interest in ensuring that local

controversies are decided at home, this action appears to be no more local to this forum than to

the Middle District of Florida. Certainly, this Court "has an interest in providing a forum for its

residents to litigate their disputes." Heinz Kettler, 750 F. Supp. 2d at 670. However, the Florida
court has a strong interest in ensuring that its rulings are properly interpreted, and a substantial

portion of the events underlying this action occurred in the transferee forum. As such, the
interests ofjusticeappearto heavily favor transferto the Middle District of Florida.
IV.

CONCLUSION

On balance, while Palaxar's initial choice of forum is entitled to some deference, the

relevant public and private interest factors overcome this deference and clearly point to the
Middle District of Florida as the appropriate forum for this litigation.

Forthe foregoing reasons, the Court will TRANSFER this action to the Middle District of
13

Florida.

Let the Clerk send a copy of this Memorandum Opinion to all counsel of record.
An appropriate Order shall issue.
Isf

James R. Spencer
SeniorU. S. District Judge

ENTERED this

/ s day of May 2014.

14