CardiAQ Valve Technologies, Inc. v. Neovasc Inc. et al

Filing 42

Judge Nathaniel M. Gorton: ORDER entered. MEMORANDUM AND ORDER: "Accordingly, defendants' motion to transfer venue (Docket No. 19 ) is DENIED. So ordered."(Moore, Kellyann)

United States District Court
District of Massachusetts
)
CARDIAQ VALVE TECHNOLOGIES, INC.,
)
)
Plaintiff,
)
)
v.
)
)
NEOVASC, INC. and
)
NEOVASC TIARA, INC.,
)
)
Defendants.
)
)

Civil Action No.
14-12405-NMG

MEMORANDUM & ORDER
GORTON, J.
This case arises out of an alleged misuse of confidential
information belonging to plaintiff CardiAQ Valve Technologies,
Inc. (“CardiAQ”) in developing a prosthetic heart mitral valve.
CardiAQ asserts claims for relief against defendants Neovasc,
Inc. and its wholly-owned subsidiary, Neovasc Tiara, Inc.
(collectively “Neovasc”) for 1) correction of inventorship, 2)
breach of contract, 3) breach of implied covenant of good faith
and fair dealing, 4) fraud, 5) misappropriation of trade secrets
and 6) unfair and deceptive trade practices.
CardiAQ is a corporation organized and existing under the
laws of Delaware.

Until February, 2010, it maintained its

principal place of business in Winchester, Massachusetts.

Since

2010, it has removed its principal place of business to Irvine,
California.
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Neovasc is organized and incorporated under the laws of
Canada with its principal place of business in Richmond, British
Columbia, Canada.

Neovasc conducts some of its business in the

United States, including in Massachusetts.
Pending before the Court is defendants’ motion to transfer
venue to the United States District Court for the Central
District of California.

For the reasons that follow, the motion

will be denied.
I.

Procedural history
Plaintiff filed its complaint in June, 2014.

The following

month, Neovasc moved to transfer the case and to dismiss
CardiAQ’s claims for correction of inventorship, fraud and
unfair and deceptive trade practices.

In August, 2014, CardiAQ

filed an amended complaint and defendants subsequently moved to
dismiss the same three claims.

This opinion addresses only

Neovasc’s motion to transfer.
II.

Defendants’ motion to transfer
A.

Legal standard

Under 28 U.S.C. § 1404(a), a district court may transfer a
civil action to any other district where it might have been
brought "[f]or the convenience of parties and witnesses, in the
interest of justice."

In order for the court to transfer under

§ 1404(a), it must be shown that the case could have been
properly brought in the transferee forum.
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Venue is proper in a

judicial district in which the defendant resides or “a judicial
district in which a substantial part of the events or omissions
giving rise to the claim occurred....” 28 U.S.C. § 1391(b)(2).
A corporate defendant resides in “any judicial district in which
it is subject to personal jurisdiction at the time the action is
commenced.” 28 U.S.C. § 1391(c).
While the decision to transfer a case under § 1404 lies
solely within the discretion of the trial court, there is a
presumption in favor of the plaintiff's choice of forum. Momenta
Pharm., Inc. v. Amphastar Pharm., Inc., 841 F. Supp. 2d 514, 522
(D. Mass. 2012) (citation omitted).

“[U]nless the balance is

strongly in favor of defendant, a plaintiff's choice of forum
should rarely be disturbed.” Gulf Oil Corp. v. Gilbert, 330 U.S.
501, 508 (1947).
The defendant must bear the burden of proving that a
transfer is warranted. Momenta Pharm., 841 F. Supp 2d at 522.
Factors to be considered in determining whether transfer is
warranted include 1) the plaintiff's choice of forum, 2) the
relative convenience of the parties, 3) the convenience of the
witnesses and location of documents, 4) any connection between
the forum and the issues, 5) the law to be applied and 6) the
state or public interests at stake. Id.

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B.

Application

As a preliminary matter, the defendants do not challenge
this Court’s exercise of personal jurisdiction over them, nor do
they contend that venue is improper.

Nevertheless, Neovasc asks

that the case be transferred to the Central District of
California, the plaintiff’s home forum, pursuant to 28 U.S.C.
§ 1404(a).
Neovasc emphasizes the convenience of and costs likely to
be incurred by both parties.

Ironically, it focuses primarily

on the purported convenience of the plaintiff.

It contends that

the Central District of California is geographically more
proximate for both corporations because CardiAQ is currently
headquartered in that district and Neovasc is headquartered
1,300 miles to the north.

On the other hand, Massachusetts is

3,200 miles from its headquarters.
Neovasc also assumes that CardiAQ’s documents are located
in California and asserts that its relevant records are located
in British Columbia.

With respect to potential witnesses,

Neovasc claims that most of them are presently located in the
Central District of California or British Columbia.
Neovasc further alleges that this district has only a
tangential connection to CardiAQ’s claims.

It concedes,

however, that the business relationship between the two
companies was formed in Massachusetts and the non-disclosure
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agreement was executed in Massachusetts.

Neovasc avers that any

alleged tortious activity would have necessarily occurred at its
own headquarters in British Columbia.

The Central District of

California is mentioned only insofar as it is the present
location of plaintiff’s headquarters but it is not purported to
have any connection to the activity that gave rise to the
pending action.
The plaintiff, on the other hand, explains that it filed
the case in this district because all relevant activities giving
rise to its claims occurred in Massachusetts, which is the venue
most closely connected to the case.

For example, Massachusetts

is where: 1) CardiAQ developed the proprietary technology and
trade secrets at issue, 2) Neovasc solicited CardiAQ’s business,
3) CardiAQ’s non-disclosure agreement was executed and 4)
CardiAQ made material disclosures to Neovasc.
CardiAQ refutes Neovasc’s convenience arguments by
explaining that its two principals actually reside in or near
Massachusetts.

Only one of the nine potential witnesses listed

by Neovasc is domiciled within the Central District of
California.

Furthermore, documents subject to discovery, most

of which are electronic anyway, are located in Massachusetts,
California, and British Columbia, and thus their location is
mostly irrelevant.

Finally, in light of Neovasc’s global

business operations, it will not be unduly burdened by having to
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travel from British Columbia to Massachusetts rather than to
Southern California for Court proceedings.

Neovasc’s arguments

regarding the relative convenience of the parties and witnesses
are therefore unavailing.
Defendants’ arguments for change of venue are simply not
compelling enough to overcome the presumption in favor of the
plaintiff’s choice of forum.
ORDER
Accordingly, defendants’ motion to transfer venue (Docket
No. 19) is DENIED.

So ordered.
/s/ Nathaniel M. Gorton __
Nathaniel M. Gorton
United States District Judge
Dated October 3, 2014

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