Contact Office Installations, Inc. v. Hollman, Inc.

Filing 23

MEMORANDUM Opinion and Order Signed by the Honorable Marvin E. Aspen on 11/28/2017: Defendant's motion to transfer venue 12 is denied.Mailed notice(mad, )

UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION
CONTRACT OFFICE
INSTALLATIONS, INC. d/b/a
SITELINE INTERIOR CARPENTRY,
Plaintiff,
v.
HOLLMAN, INC.,
Defendant.

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No. 1:17 CV 3729
Hon. Marvin E. Aspen

MEMORANDUM OPINION AND ORDER
MARVIN E. ASPEN, District Judge:
Plaintiff Contract Office Installations, Inc., d/b/a Siteline Interior Company (“Siteline”)
filed this breach of contract action in the Circuit Court of Cook County, Illinois, alleging
Defendant Hollman, Inc. (“Hollman”) failed to pay Siteline for work it performed installing
wood and laminate lockers in four fitness facilities. (Notice of Removal (Dkt. No. 1).) Hollman
removed the case to federal court on May 18, 2017 and filed its answer on June 8, 2017.
(Dkt. Nos. 1, 8.) Presently before us is Hollman’s motion to transfer venue to the United States
District Court for the Northern District of Texas, Dallas Division. (Mot. (Dkt. No. 12).) For the
reasons stated below, we deny Hollman’s motion.
BACKGROUND
Hollman is a Texas corporation with its principal place of business in Irving, Texas.
(Notice of Removal ¶ 4; Compl. (Dkt. No. 1–1) ¶ 2.) Hollman manufactures wood and laminate
lockers in Texas for various facilities, including fitness centers, country clubs, and colleges.
(Compl. ¶ 2; Hollman Aff. (Dkt. No. 12–1) at 1.) Hollman sells the lockers it manufacturers to

various purchasers around the country. (Hollman Aff. at 1.) Hollman arranges for the delivery
of the lockers, but it does not perform installation. (Id.) In some instances, Hollman contracts
out the installation to independent contractors. (Id. at 2.)
Siteline is a Midlothian, Illinois interior carpentry subcontractor engaged in various
construction projects in the Chicago area. (Compl. ¶ 1.) As relevant here, Siteline entered into
contracts to install Hollman’s lockers in connection with construction projects at (1) the
Los Angeles Valley College Athletic Training Facility (“the LA Valley Project”); (2) the
Chicago Cubs’ locker room at Wrigley Field (the “Wrigley Project”); (3) Credit Suisse in New
York City (the ”Credit Suisse Project”); and (4) the Naperville Park District in Naperville,
Illinois (the “Fort Hill Project”). (Id. ¶ 4.) Siteline alleges it contracted with Hollman for each
project. (See id. ¶¶ 5–19.)
However, Hollman asserts it entered into installation contracts with Cal
Installations, LLC (“Cal Installations”), a Texas-based company, to furnish labor and materials
in connection with the installation of Hollman’s lockers, and Cal Installations subcontracted
work for each of the facilities to Siteline. (Jefferson Aff. (Dkt. No. 12–2) at 1.) Hollman
contends it did not participate in the agreements between Cal Installations and Siteline.
(Mot. at 3.) It asserts that the “majority of the communications surrounding these agreements
came in the form of agreements between Cal Installations representative, Scott Jefferson, and
Siteline, where Siteline would send correspondence and invoices to Cal Installations located in
Texas.” (Id.) Neither Cal Installations nor Jefferson is named as a defendant.
Siteline brought suit against Hollman on March 14, 2017 in state court, asserting claims
for breach of contract and, in the alternative, quantum meruit. It alleges that Hollman required
Siteline to furnish labor and materials for the LA Valley, Wrigley, Credit Suisse, and Fort Hill

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Projects, and despite performing all of its contractual duties, Hollman failed to pay Siteline for
all of the labor and materials it provided. (Id. ¶¶ 15–54.) After removing the case to federal
court and filing its answer, Hollman moved to transfer this action to the United States District
Court for the Northern District of Texas pursuant to 28 U.S.C. § 1404(a). Hollman argues
transfer would serve the convenience of the parties and witnesses because the operative facts
giving rise to the litigation, the situs of material events, the location of proof, and critical
witnesses all have a stronger connection to Texas than to Siteline’s chosen forum in Illinois.
(Mot. at 1.) Hollman also contends the interests of justice favor transfer. (Id. at 2.)
On September 26, 2017, we requested additional briefing on Hollman’s motion to
transfer. (Dkt. No. 19.) Both parties filed supplemental briefs in compliance with our Order on
October 16, 2017. (Dkt. Nos. 20–21.)
ANALYSIS
Pursuant to 28 U.S.C. § 1404(a), a district court may “for the convenience of parties and
witnesses, in the interest of justice . . . transfer any civil action to any other district or division
where it might have been brought.” To succeed on a motion to transfer under § 1404(a), the
defendant, as the moving party, bears the burden of showing that: (1) venue is proper in the
district where the action was originally filed, (2) venue would be proper in the transferee court,
and (3) the transfer will serve the convenience of the parties and witnesses as well as the interests
of justice. Republic Techs. (NA), LLC v. BBK Tobacco & Foods, LLC, 240 F. Supp. 3d 848, 851
(N.D. Ill. 2016); Morton Grove Pharmss., Inc. v. Nat’l Pediculosis Ass’n,
525 F. Supp. 2d 1039, 1044 (N.D. Ill. 2007); Graham v. United Parcel Serv.,
519 F. Supp. 2d 801, 809 (N.D. Ill. 2007). In deciding whether transfer is proper
under § 1404(a), we resolve factual conflicts in the non-moving party’s favor. Cinema Sys.,

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Inc. v. Lab Methods Corp., 545 F. Supp. 403, 405, n.4 (N.D. Ill. 1982); see also Middleby
Marshall, Inc. v. Enertex, Inc., No. 87 C 5338, 1987 WL 16906, at *4 (N.D. Ill. Sept. 9, 1987).
Here, the parties do not dispute that venue is proper in both this district and the transfer
district; accordingly, we focus on whether the transfer will serve the convenience of the parties
and witnesses and the interests of justice. Deciding whether to transfer a case requires “flexible
and individualized analysis” based on the circumstances of a particular case. Research
Automation, Inc. v. Schrader–Bridgeport Int’l, Inc., 626 F.3d 973, 978 (7th Cir. 2010) (internal
citations omitted); see also Graham, 519 F. Supp. 2d at 809. District courts determine the
weight given to each factor and have wide discretion in deciding whether transfer is appropriate.
N. Shore Gas Co. v. Salomon Inc., 152 F.3d 642, 648 (7th Cir. 1998); Tice v. Am. Airlines, Inc.,
162 F.3d 966, 974 (7th Cir. 1988); Coffey v. Van Dorn Iron Works, 796 F.2d 217, 219
(7th Cir. 1986).
A. Convenience Factors
As the party seeking transfer, Hollman has the burden to show that “the transferee forum
is clearly more convenient” than the transferor forum. Heller Fin., Inc. v. Midwhey Powder Co.,
Inc., 883 F.2d 1286, 1293 (7th Cir. 1989) (internal citations omitted); Coffey, 796 F.2d at 219;
Graham, 519 F. Supp. 2d at 809. In deciding whether transfer would promote convenience,
courts consider such factors as: “(1) the plaintiff’s choice of forum; (2) the situs of material
events; (3) the relative ease of access to sources of proof; (4) the convenience of the parties;
and (5) the convenience of witnesses.” Morton Grove Pharms., 525 F. Supp. 2d at 1044
(citing Schwartz v. Nat’l Van Lines, Inc., 317 F. Supp. 2d 829, 835 (N.D. Ill. 2004)); see also
Graham, 519 F. Supp. 2d at 809–10.

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1. Plaintiff’s Choice of Forum
“The plaintiff’s choice of forum is usually given substantial weight, particularly if it is
also the plaintiff’s home forum.” Jaramillo v. DineEquity, Inc., 664 F. Supp. 2d 908, 914
(N.D. Ill. 2009); accord Republic Techs., 240 F. Supp. 3d at 851. “[U]nless the balance is
strongly in favor of the defendant, the plaintiff’s choice of forum should rarely be disturbed.”
In re Nat’l Presto Indus., Inc., 347 F.3d 662, 664 (7th Cir. 2003) (quoting Gulf Oil
Corp. v. Gilbert, 330 U.S. 501, 508, 67 S. Ct. 839, 843 (1947)); see also Amorose v. C.H.
Robinson Worldwide, Inc., 521 F. Supp. 2d 731, 735 (N.D. Ill. 2007). “However, this deference
is not absolute and the weight given to the plaintiff’s choice of forum can vary depending upon
the circumstances of each case.” First Nat’l Bank v. El Camino Res., Ltd.,
447 F. Supp. 2d 902, 912 (N.D. Ill. 2006).
Hollman argues Siteline’s choice of forum is not dispositive and should receive less
deference because the Northern District of Illinois has “relatively weak connections with the
operative facts giving rise to the litigation.” (Mot. at 5.) Specifically, Hollman contends that the
“facts at issue center around negotiations, e-mails, and agreements between Hollman’s
independent contractor, Scott Jefferson of Cal Installations (located in the Northern District of
Texas)[] and Siteline, and contracts between Hollman and Cal Installations (both companies
based in the Northern District of Texas).”1 (Id.) Therefore, Hollman argues the operative facts
giving rise to the litigation are more closely tied to Texas. (Id.)

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Hollman takes the position that it did not contract directly with Siteline. (Mot. at 5; see also
generally Answer (Dkt. No. 8).) Rather, it asserts it entered into contracts with third-party
independent contractor Cal Installations, and Siteline then contracted with Cal Installations for
work on the four construction projects at issue. (Hollman Aff. at 1–2; Mot. at 5; Reply Br.
(Dkt. No. 18) at 3.)

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Siteline maintains Hollman—not Cal Installations or Jefferson—sought Siteline’s
services and entered into contracts with Siteline. (See Pl.’s Supp. Br. (Dkt. No. 21) at 2–3, 5.)
Siteline asserts that it at all times reasonably believed Jefferson was Hollman’s employee and
that it contracted with Hollman directly. (See Pl.’s Resp. (Dkt. No. 17) at 5; Frangella Aff.
(Dkt. No. 17–1) ¶¶ 10–13.) Siteline resides in its chosen forum and it argues it discussed,
negotiated, and executed the contract at issue in Illinois, in addition to performing work on two
of the four projects in Illinois. (Pl.’s Resp. at 3.)
Hollman’s transfer motion ignores Siteline’s involvement: Siteline participated in the
same negotiations, communications, and agreements in dispute, and it did so from its home in
Midlothian, Illinois. (Pl.’s Resp. at 3.) Setting aside the parties’ dispute about whether Siteline
contracted with Hollman or with an independent contractor, the operative facts giving rise to the
lawsuit are at best split evenly between Texas and Illinois, such that we cannot conclude the
“balance is strongly in favor” of Hollman. In re Nat’l Presto Indus., 347 F.3d at 664. Siteline
elected to bring this lawsuit in the Northern District of Illinois as a result of the proximity to its
residence in Midlothian, Illinois, and that choice is entitled to substantial weight. Jaramillo,
664 F. Supp. 2d at 914; Republic Techs., 240 F. Supp. 3d at 851.
2. Situs of the Material Events and Access to Proof
Next, Hollman argues that the situs of material events favors transfer to the Northern
District of Texas, because the negotiation and execution of the contracts involved telephone and
email communications with Hollman and/or Cal Installations, whose representatives were
located in Irving, Texas. (Mot. at 5.) Hollman contends that none of the negotiations regarding
subcontracting work took place physically in Illinois. (Id.) Again, however, Hollman’s position

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overlooks that the other half of those communications involved Siteline, who was engaging in
the same negotiations and communications from its home base in Illinois.
In addition, sources of proof are located in both districts, including the parties’ respective
payment records, invoices, correspondence, and other documents. This factor is therefore
relatively neutral in our transfer analysis. In any event, “the location of a party’s documents and
records is usually not a very persuasive reason to transfer a case.” Morton Grove Pharms.,
525 F. Supp. 2d at 1045–46 (quotations omitted); accord Republic Techs., 240 F. Supp. 3d at 853
(observing this factor “has become less important in recent years ‘because documentary and
digital evidence is readily transferable and transporting it generally does not pose a high burden
upon either party’” (quoting Cabellero v. Taylor, No. 12 C 8645, 2013 WL 2898254, at *3
(N.D. Ill. June 13, 2013)); Simonoff v. Kaplan, No. 09 C 5017, 2010 WL 1195855, at *2
(N.D. Ill. Mar. 17, 2010) (“[D]ocuments and records are easily transportable . . . and their
location generally is not a persuasive reason for transfer.”). Accordingly, the situs of material
events and the location of proof are venue-neutral factors.
3. Convenience of Parties and Witnesses
Hollman also asserts that the convenience of the parties and witnesses favor transfer.
(Mot. at 6; Reply at 5.) In considering the convenience of the parties, we weigh “the parties’
respective residences and their ability to bear the expenses of litigating in a particular forum.”
Genocide Victims of Krajina v. L–3 Services, Inc., 804 F. Supp. 2d 814, 826 (N.D. Ill. 2011);
see also Tingstol Co. v. Rainbow Sales, Inc., 18 F. Supp. 2d 930, 934 (N.D. Ill. 1998). As the
moving party, Hollman has the burden of showing that the “original forum is inconvenient for
the defendant and that the alternative forum does not significantly inconvenience the plaintiff.”

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Cont’l Cas. Co. v. Staffing Concepts, Inc., No. 06 C 5473, 2009 WL 3055374, at *5
(N.D. Ill. Sept. 18, 2009).
Here, although Hollman is a resident of Texas and would no doubt be inconvenienced by
litigating in Illinois, a transfer would only shift the inconvenience to Siteline, an Illinois
corporation that would be compelled to litigate its claims in Texas. First Nat’l Bank,
447 F. Supp. 2d at 912–13 (explaining a motion to transfer cannot be used to shift one party’s
inconvenience onto another party); see also Heller, 883 F.2d at 1293 (finding the convenience of
the parties and witnesses does not favor transfer where the transfer may be more convenient for
one party’s witnesses, but “that convenience is gained only at the expense of [the opposing
party’s] witnesses”); Tingstol, 18 F. Supp. 2d at 934 (“Transfer is inappropriate if it ‘merely
transforms an inconvenience for one party into an inconvenience for the other party.’” (quoting
Sage Products, Inc. v. Devon Indus., Inc., 148 F.R.D. 213, 216 (N.D. Ill. 1993)). Therefore, the
convenience of the parties is also a neutral factor.
The convenience of the witnesses presents a closer question. Hollman argues Jefferson is
a non-party “central witness” for both parties, and his residence in the Northern District of Texas
justifies transfer. (Mot. at 6.) The appearance of witnesses is often viewed as the most important
factor in the transfer analysis. First Nat’l Bank, 447 F. Supp. 2d at 913; Tingstol,
18 F. Supp. 2d at 933. “More weight is afforded non-party witnesses than witnesses within the
control of the parties, as it is presumed that party witnesses will appear voluntarily.” First Nat’l
Bank, 447 F. Supp. 2d at 913. “[T]he presence of third party witnesses outside the subpoena
power of this court is a factor which weighs heavily in favor of transferring.” Sky Valley Ltd.
P’ship v. ATX Sky Valley, Ltd., 776 F. Supp. 1271, 1277 (N.D. Ill. 1991). In assessing the
convenience of witnesses, we “look[] beyond the number of witnesses to be called and examin[e]

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the nature and quality of the witnesses’ testimony with respect to the issues in the case.” Morton
Grove Pharms., 525 F. Supp. 2d at 1045; Tingstol, 18 F. Supp. 2d at 933. In addition, a party
must go “beyond vague generalizations” in arguing that key witnesses will be unavailable at trial
because they are beyond the court’s reach. Heller, 883 F.2d at 1293.
The parties dispute whether Jefferson is a third-party witness. Hollman argues Jefferson
was an independent contractor and is therefore not a party witness. Siteline contends Jefferson is
a Hollman agent or employee, making him a witness within Hollman’s control. The parties
offered competing affidavits and evidence in support of their positions and submitted
supplemental briefs addressing the issue. (See Def.’s Supp. Br. (Dkt. No. 20); Pl.’s Supp. Br.)
Hollman argues the affidavits of Travis Hollman and Scott Jefferson establish that
Jefferson was not a Hollman employee or agent, Hollman did not control Cal Installations or
Jefferson, and neither Cal Installations nor Jefferson served as “employees or project
supervisors” on any projects with Siteline. (Def.’s Supp. Br. at 3–4; Hollman Aff. (Dkt. No. 12–
1) at 2; Jefferson Aff. at 1–2.) Hollman further argues Jefferson “is unavailable to voluntarily
travel to Chicago for a deposition or trial because his business, Cal Installations, is located in
Texas, and he has no current jobs that require his presence in Chicago.” (Def.’s Supp. Br. at 5.)
Hollman asserts that it is “undisputed that there was confusion in the billing on the jobs involved
in this case” and argues that Siteline was “well aware that Scott Jefferson was with Cal
Installations, not Hollman.” (Id. at 3–4.) In support of its position, Hollman also cites invoices
indicating Siteline recognized Hollman and Cal Installations as separate entities with separate
client numbers. (Id. at 4; Def.’s Supp. Br., Ex. 2 (Dkt. No. 20–1).)
Siteline contends that Jefferson was Hollman’s agent under the doctrine of apparent
authority, because Hollman held Jefferson out as its agent, knew or should have known that its

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actions would have led Siteline to reasonably believe Jefferson had the authority to bind Hollman
to the contracts at issue, and created an appearance that Jefferson had the authority to negotiate,
execute, and perform contracts on Hollman’s behalf. (Pl.’s Supp. Br. at 5–6; Pl.’s Resp. at 5;
Hogan Aff. (Dkt. No. 21–1) ¶ 6.) Siteline contends Jefferson used the email address
“[e-mail]” with a signature block that variably included the Hollman logo, address,
and website; stated “Scott Jefferson, Project Manager/Athletics”; or stated “Scott Jefferson,
Athletic Installations, Hollman, Inc.” (Pl.’s Supp. Br., Exs. B–C (Dkt. No. 21–1).) On the first
of the projects, Siteline communicated with Bryan McCauley of Hollman, who copied Jefferson
using his “[e-mail]” email address, and allowed Jefferson to answer Siteline’s
questions and coordinate on the project. (Id.) Siteline argues the emails demonstrate Hollman
allowed Jefferson to conduct Hollman business and created (or at least did not correct) the
appearance that Jefferson was a Hollman employee. (Pl.’s Supp. Br. at 7.) Siteline also points to
a September 16, 2016 email sent by Travis Hollman, stating “Scott Jefferson’s employment
ended at Hollman over a year ago,” which Siteline argues directly contradicts the contrary
assertions made in the affidavits of Hollman and Jefferson. (Pl.’s Supp. Br., Ex. E
(Dkt. No. 21–1).)
In deciding whether transfer is proper under § 1404(a), we accept the non-moving party’s
facts as true for purposes of the transfer motion. See Cinema Sys., 545 F. Supp. at 405, n.4.
Siteline alleges that it at all times believed Jefferson was an agent or employee of Hollman and
that it contracted with Hollman directly. (See Pl.’s Resp. at 5; Frangella Aff. ¶¶ 10–13.) It
further argues that Hollman’s conduct created the reasonable impression that Jefferson was its
agent and had the authority to bind Hollman to the contracts at issue. (Pl.’s Supp. Br. at 5–7.)
“A principal will be bound by not only that authority which he actually gives to another, but also

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by the authority which he appears to give.” Gilbert v. Sycamore Mun. Hosp.,
156 Ill. 2d 511, 523, 622 N.E.2d 788, 795 (Ill. 1993); Lundberg v. Church Farm, Inc.,
151 Ill. App. 3d 452, 461, 502 N.E.2d 806, 813 (2d Dist. 1986); see also Curto v. Illini Manors,
Inc., 405 Ill. App. 3d 888, 895, 940 N.E.2d 229, 235 (3d Dist. 2010) (“Apparent authority arises
when a principal creates a reasonable impression to a third party that the agent has the authority
to perform a given act.”). “To prove apparent authority, the proponent must show that (1) the
principal consented to or knowingly acquiesced in the agent‘s exercise of authority, (2) based on
the actions of the principal and agent, the third party reasonably concluded that the agent had
authority to act on the principal behalf, and (3) the third party justifiably relied on the agent’s
apparent authority to his detriment.” Curto, 405 Ill. App. 3d at 895; 940 N.E.2d at 235–36. An
agent’s authority “may be presumed by the principal’s silence if the principal knowingly allows
another to act for him as his agent.” Id. “Because apparent authority is not actual, but only
ostensible, an apparent agent may make representations the specifics of which the principal is
unaware, and still bind the principal.” Patrick Eng’g, Inc. v. City of Naperville,
2012 IL 113148, ¶ 36, 976 N.E.2d 318, 330.
Insofar as Hollman denies that Jefferson was its agent or employee and Siteline contends
Hollman created a reasonable impression to Siteline that Jefferson was a Hollman agent with the
authority to act on its behalf with regard to the subject projects, Jefferson’s testimony is not
crucial to the determination of the case. See Avesta Sheffield, Inc. v. Olympic Cont’l Res., L.L.C.,
No. 99 C 7647, 2000 WL 198462, at *6 (N.D. Ill. Feb. 14, 2000) (finding a third-party witness’
testimony non-essential where the central issue was whether it had apparent authority to act for
the defendant). Apparent authority is determined based on Hollman’s statements and actions as
the principal. Curto, 405 Ill. App. 3d at 895; 940 N.E.2d at 235–36. Accordingly, Jefferson’s

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residence in the Northern District of Texas and his unwillingness to participate in Illinois, while
potentially relevant, does not require transfer here where the key issues in the case do not appear
to hinge on his testimony.
B. Interests of Justice (or Public) Factors
Finally, we consider whether transferring to the Northern District of Texas is in the
interest of justice. The “interest of justice” analysis relates to “the efficient functioning of the
courts, not to the merits of the underlying dispute,” and “may be determinative in a particular
case, even if the convenience of the parties and witnesses might call for a different result.”
Coffey, 796 F.2d at 220; see also Research Automation, 626 F.3d at 978. “For this element,
courts look to factors including docket congestion and likely speed to trial in the transferor and
potential transferee forums; each court’s relative familiarity with the relevant law; the respective
desirability of resolving controversies in each locale; and the relationship of each community to
the controversy.” Research Automation, 626 F.3d at 978 (internal citations omitted); Heller,
883 F.2d at 1293 (“The ‘interest[s] of justice’ include such concerns as ensuring speedy trials,
trying related litigation together, and having a judge who is familiar with the applicable law try
the case.” (quoting Coffey, 796 F.2d at 221)).
1. Docket Congestion and Speed to Trial
We first consider comparative docket congestion and likely speed to trial in the transferor
and potential transferee forums. “Two statistics bear the most relevance in this analysis: (1) the
median number of months from filing to disposition; and (2) the median number of months from
filing to trial.” Tingstol, 18 F. Supp. 2d at 934. Hollman argues the average time for litigants to
reach disposition or trial is “significantly” shorter in the transferee district. (Id. (citing Admin.
Office of the U.S. Courts, Federal Court Management Statistics (2016), available at

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http://www.uscourts.gov/statistics-reports/analysis-reports/federal-court-management-statistics
(indicating the average time from civil filing to disposition in this district is 7.33 months
versus 6.70 months in the transferee district, and the average time from civil filing to trial in this
district is 39.40 months versus 24.07 months in the proposed transferee district).) The median
number of months to disposition in both districts is essentially the same, differing by less than
one month, but the time to trial is faster in the proposed transferee district, tipping the scales
slightly in favor of transfer. See, e.g., First Nat’l Bank, 447 F. Supp. 2d at 914. However,
“[j]udicial economy is important, but it is usually not dispositive alone in a transfer analysis.”
Craik v. Boeing Co., 37 F. Supp. 3d 954, 963 (N.D. Ill. 2013). Moreover, we agree with Siteline
that time to disposition is a better indicator given the small number of cases that reach trial. See
Genocide Victims, 804 F. Supp. 2d at 826; see also Statistical Tables for the Federal Judiciary,
Table C–4, available at http://www.uscourts.gov/statistics/table/c-4/statistical-tables-federaljudiciary/2016/12/31. In sum, this factor weighs slightly in favor of transfer.
2. Familiarity with Applicable Law
Hollman argues that choice of law issues dictate that Texas law will determine the
parties’ contract dispute, and therefore, a district court sitting in Texas will be more familiar with
the applicable law. (Mot. at 7.) “A district court sitting in diversity must apply the choice of law
principles of the forum state . . . to determine which state’s substantive law governs the
proceeding.” W. Bend Mut. Ins. Co. v. Arbor Homes LLC, 703 F.3d 1092, 1095 (7th Cir. 2013);
accord Auto-Owners Ins. Co. v. Websolv Computing, Inc., 580 F.3d 543, 547 (7th Cir. 2009);
Fed. Ins. Co. v. J.K. Mfg. Co., 933 F. Supp. 2d 1065, 1070 (N.D. Ill. 2013). As a result, we
apply Illinois choice-of-law rules to this case. Id.; see also Dobbs v. DePuy Orthopedics, Inc.,
842 F.3d 1045, 1048 (7th Cir. 2016) (“Generally, when a case is transferred from a district court

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with proper venue to another district court, the transferee court will apply the choice-of-law rules
of the state in which the transferor court sits.”). Illinois only requires a choice-of-law
determination “when a difference in law will make a difference in the outcome.”
Townsend v. Sears, Roebuck & Co., 227 Ill. 2d 147, 155, 879 N.E.2d 893, 898 (Ill. 2007);
Bridgeview Health Care Ctr., Ltd. v. State Farm Fire & Cas. Co., 2014 IL 116389, ¶ 14,
10 N.E.3d 902, 905. “In the absence of a conflict, Illinois law applies as the law of the forum.”
Universal Underwriters Ins. Co. v. LKQ Smart Parts, Inc., 2011 IL App (1st) 101723, ¶ 47,
963 N.E.2d 930, 945 (quoting SBC Holdings, Inc. v. Travelers Cas. & Sur. Co.,
374 Ill. App. 3d 1, 13, 872 N.E.2d 10, 21 (1st Dist. 2007)).
Siteline contends that “minor differences” exist between Texas and Illinois law with
respect to its claims for quantum meruit, but it does not assert the differences would result in a
difference in the outcome. (Pl.’s Supp. Br. at 5.) Hollman took no position on the issue. As
there is no conflict, Illinois law applies to Siteline’s quantum meruit claims. Universal
Underwriters, 2011 IL App (1st) ¶ 47, 963 N.E.2d at 945; SBC Holdings, 374 Ill. App. 3d at 13,
872 N.E.2d at 21.
With respect to Siteline’s breach of contract claims, the parties likewise agree that Illinois
and Texas law do not differ with respect to substantive contract law principles. (Pl.’s Supp. Br.
at 4–5; Def.’s Supp. Br. at 3.) However, Hollman argues that unlike Illinois law, under Texas
law, attorneys’ fees are recoverable against an individual or corporation in addition to the
amount of a valid claim for breach of contract. (Def.’s Supp. Br. at 3 (citing Tex. Civ.
Prac. & Rem. Code Ann. § 38.001(8) (authorizing attorneys’ fees for breach of contract).) While
on its face, this difference seems to present a conflict, Illinois courts treat rules governing the
award of attorneys’ fees as procedural, rather than substantive. Midwest Grain Prod. of Ill.,

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Inc. v. Productization, Inc., 228 F.3d 784, 792 (7th Cir. 2000) (finding Oklahoma law applied to
plaintiff’s contract claims, but Illinois courts would refuse to follow Oklahoma’s statute
providing prevailing parties are entitled to attorneys’ fees in a civil action to recover on a
contract, “even in a contract case governed by Oklahoma law”); see also Zapata Hermanos
Sucesores, S.A. v. Hearthside Baking Co., 313 F.3d 385, 388 (7th Cir. 2002) (“The principles for
determining when a losing party must reimburse the winner for the latter’s expense of litigation
are usually not a part of a substantive body of law, such as contract law, but a part of procedural
law.”). Accordingly, there is no conflict between the substantive law governing contract disputes
in Illinois and Texas, and we therefore apply Illinois law as the law of the forum. Universal
Underwriters, 2011 IL App (1st) ¶ 47, 963 N.E.2d at 945; SBC Holdings, 374 Ill. App. 3d at 13,
872 N.E.2d at 21. This factor therefore weighs against transfer.
3. Relationship of the Communities
Judges in both districts are equally competent to preside over the questions at issue and
both communities have a significant connection to the controversy. In particular, “Illinois has a
strong interest in providing its residents with a convenient forum for redressing injuries inflicted
by out -of-state-actors.” First Nat’l Bank, 447 F. Supp. 2d at 914 (quoting Tranzact Techs.,
Inc. v. 1Source Worldsite, No. 01 C 8508, 2002 WL 122515, at *6 (N.D. Ill. Jan. 30, 2002)).
This is particularly true where the Plaintiff has chosen to bring suit in its home forum and where
Illinois law will apply to its claims.
*

*

*

Considering all of the public interest factors and the private interest factors, we cannot
conclude that Hollman has met its heavy burden under § 1404(a) of establishing that the
transferee court is “clearly” more convenient or that transfer would further the interest of justice.

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Coffey, 796, F.2d at 219–20; Tingstol, 18 F. Supp. 2d at 935. Balancing all of the facts and
circumstances, we conclude that while the Northern District of Texas would be preferable to and
more convenient for Hollman, transfer is not warranted because “the balance of convenience is a
close call,” and “merely shifting inconvenience from one party to another is not a sufficient basis
for transfer.” Research Automation, 626 F.3d at 978–79. Accordingly, we deny Hollman’s
motion.
CONCLUSION
For the foregoing reasons, we deny Hollman’s motion to transfer this action to the United
States District Court for the Northern District of Texas, Dallas Division. It is so ordered.

____________________________________
Honorable Marvin E. Aspen
United States District Judge
Dated: November 28, 2017
Chicago, Illinois

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