ASPHALT PAVING SYSTEMS, INC. v. GENERAL COMBUSTION CORPORATION
Filing
39
OPINION. Signed by Chief Judge Jerome B. Simandle on 1/13/2015. (tf, )
IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF NEW JERSEY
ASPHALT PAVING SYSTEMS, INC.,
HONORABLE JEROME B. SIMANDLE
Plaintiff,
Civil Action
Civil No. 13-7318 (JBS/KMW)
v.
GENERAL COMBUSTION
CORPORATION, et al,
OPINION
Defendants.
APPEARANCES:
Colin G. Bell, Esq.
HANKIN SANDMAN PALLADINO & WEINTROB, P.C.
30 South New York Avenue
Atlantic City, N.J. 08401
Attorney for Plaintiff
Thomas M. Reardon, III, Esq.
REARDON ANDERSON LLC
55 Gilbert Street North, Suite 2204
Tinton Falls, N.J. 07701
Attorney for Defendants
SIMANDLE, Chief Judge:
INTRODUCTION
The Defendants move for transfer of this contract case
under a forum selection clause naming Orange County, Florida as
the proper jurisdiction. [Docket Item 32.]
Plaintiff Asphalt
Paving Systems, Inc. (hereinafter, “Plaintiff”) generally
alleges that it contracted with Defendants Gencor Industries,
Inc. (hereinafter, “Gencor”), General Combustion Corporation
(hereinafter, “General Combustion”), and Equipment Services
Group, Inc. (individually, “Equipment Services” and
collectively, “Defendants”) for the purposes of supplying,
installing, and servicing various manufacturing equipment at
Plaintiff’s emulsion manufacturing facility in Zephyrhills,
Florida.
In performing under the contracts, however, Plaintiff
alleges that Defendants failed to install the appropriate
materials and failed to cure certain defects in breach of the
parties’ agreements and the express and implied warranties.
Following the initial filing of this action, the Clerk of
Court entered default against Defendants for failure to plead or
otherwise defend.
Defendants, however, subsequently moved to
set aside the default on the basis of improper service and
sought, in the alternative, the dismissal of Plaintiff’s Amended
Complaint for insufficient service of process, forum non
conveniens, and lack of personal jurisdiction.
On September 30,
2014, the Court found Plaintiff’s service of the Amended
Complaint ineffective under Florida law.
See Asphalt Paving
Sys., Inc. v. General Combustion Corp., No. 13-7318, 2014 WL
4931294, at *4 (D.N.J. Sept. 30, 2014).
Rather than dismiss
Plaintiff’s Amended Complaint, however, the Court quashed
Plaintiff’s service, and provided Plaintiff thirty (30) days
within which to effectuate proper service.
Id.
The Court,
accordingly, declined to address the Defendants’ alternative
arguments for dismissal.
Id. at *4 n.5.
2
Defendants, successfully served with the Amended Complaint,
now seek to transfer this action to the Middle District of
Florida, pursuant to 28 U.S.C. § 1404(a) and the parties’
purportedly mandatory forum selection clause.
Defs.’ Br. [Docket Item 32].)
(See generally
Plaintiff, however, disputes the
existence of a valid and enforceable forum selection clause as
to all Defendants, and argues that Defendants have failed to
meet the heavy burden necessary to disturb Plaintiff’s chosen
forum.
(See generally Pls.’ Opp’n [Docket Item 34].)
The relatively straightforward issues presented by the
pending motion are whether a valid and enforceable forum
selection clause governs the parties’ relationship, and whether,
in light of a forum selection clause or not, the applicable
considerations under 28 U.S.C. § 1404(a) favor the transfer of
this action to the Middle District of Florida, Orlando Division.
For the reasons that follow, Defendants’ motion will be
granted, and the Court will transfer this action to the Middle
District of Florida, Orlando Division. 1
BACKGROUND
A. Factual Background
In the five-count Amended Complaint, 2 Plaintiff generally
alleges that it contracted with Defendants to supply, install,
1
The Court exercises subject matter jurisdiction over this
action pursuant to 28 U.S.C. § 1332.
3
and service various tanks, pumps, heaters and related equipment
and fixtures at Plaintiff’s emulsion manufacturing facility in
Zephyrhills, Florida. (Am. Compl. [Docket Item 11], ¶ 11.)
The supply contract, presented to “Mr. Travis Davis,
Asphalt Paving Systems, 9021 Wire Road, Zephyrhills, FL 33540”
by General Combustion on February 23, 2012, bears General
Combustion’s logo in its introductory sections, but identifies
Gencor on each page adjacent to Plaintiff’s acceptance.
(Reardon Cert., Ex. B.)
The contract then summarizes the
equipment and installation to be provided by General Combustion
and/or Gencor, in addition to the “Set up and Service” to be
provided by Equipment Services. 3 (Id. at 1 (setting forth a
summary of items included within the contract and writing
2
Plaintiff filed the initial Complaint in this action on
December 6, 2013 [Docket Item 1], followed by an Amended
Complaint on February 28, 2014. [Docket Item 11.] On December
13, 2013, however, General Combustion filed a related action in
Orange County, Florida, alleging that Plaintiff breached the
supply and service agreements by “fail[ing] to pay the monies
due.” (Reardon Dec., Ex. D at ¶ 6.)
3 Plaintiff contemporaneously received a service contract with
Defendant Equipment Services Group, Inc., concerning the service
and maintenance of the equipment and fixtures supplied and
installed by General Combustion. (Am. Compl. at ¶ 13; see also
Reardon Dec., Ex. B.)) Though the parties appeared to have
performed under the service agreement, the parties did not
execute the service agreement, presumably, because the supply
agreement incorporated and required payment for the services
rendered under the service agreement. (See Defs.’ Reply at 3
(arguing that “the Service Agreement was not signed by any of
the parties because it was incorporated into the total
contract”).) As stated below, the Court finds the service
agreement expressly and sufficiently incorporated within the
overall supply agreement.
4
instructions for payment).) The contract also directs that
payment for all of Defendants’ services be remitted to Gencor,
and further provides that such agreement be governed by Gencor’s
“‘Standard Terms and Conditions of Sale’” (hereinafter, the
“Standard Terms”).
(Am. Compl. at ¶ 12.)
The Standard Terms,
in turn, provide that the agreement “and all questions regarding
the performance of the parties [thereunder] shall be controlled
by the laws of the State of Florida, and jurisdiction of any
dispute shall be in Orange County, Florida.”
(Reardon Cert.,
Ex. B at 17.)
General Combustion “substantially completed its work” in
connection with the contract “on or about October 1, 2012.”
(Am. Compl. at ¶ 22.)
Plaintiff alleges, however, that General
Combustion failed to perform the work “in a workmanlike manner
and in accordance with the contract specifications.”
23.)
(Id. at ¶
Plaintiff specifically asserts, “without limitation,” that
Defendants:
A.
B.
C.
D.
Failed to install the proper stainless steel
cables in certain emulsion tanks which resulted
in the same becoming tangled and breaking within
the tanks' mixing elements[;]
Failed to install the appropriate gate valves in
the emulsion tanks, which has caused dangerous,
superheated oil to burst from the piping[;]
Failed to correct leaks that have caused the loss
of transfer oil, resulting in damage to various
pumps that require proper oil lubrication to
function properly[; and]
Failed to install function electric magnatrol
valves on emulsion tanks.
5
(Id. at ¶¶ 24(A)-(D).)
Plaintiff further alleges that
Defendants have failed to cure such defects, despite Plaintiff’s
repeated demands, causing Plaintiff to incur substantial “outof-pocket repair costs,” and “consequential damages” as a result
of Defendants’ “malfunctioning and improperly installed”
equipment.
(Id. at ¶ 26.)
Plaintiff, accordingly, alleges that Defendants breached
the supply and service contracts and the express and implied
warranties imbedded within such agreements, and have been
unjustly enriched through their refusal to perform required (and
presumably paid for) repairs.
(Id. at ¶¶ 27-37.)
Moreover,
because Gencor, General Combustion, and Equipment Services “hold
themselves out” and “advertise” as the collective “‘Gencor
Family of Companies,’” Plaintiff alleges that Defendants’
“interrelated nature” render the entities jointly and severally
liable as alter-egos. (Id. at ¶¶ 9, 14, 21, 38-41.)
B. Parties’ Arguments
In support of the pending motion, Defendants insist that
the parties’ “mandatory” and “reasonable” forum selection clause
requires that this action be transferred to the Middle District
of Florida, a court within the parties’ agreed-upon forum.
(Defs.’ Br. at 8-13.)
In the alternative, and in addition,
Defendants submit that the Section 1404(a) factors
overwhelmingly favor transfer—regardless of whether the Court
6
credits the forum selection clause, in light of the parties’
undisputed presence in Florida, in addition to the fact that
contractual negotiation and performance in Florida comprises the
core predicate for this litigation.
(Id. at 13-14; see also
Defs.’ Reply at 2-4.)
Plaintiff, however, disputes the presence of any mandatory
forum selection clause in this instance, because the service
contract between Plaintiff and Equipment Services contains no
such express provision, and because the supply contract
purportedly fails to envelop “non-signatory” Gencor. (Pls.’
Opp’n at 5.)
Rather, Plaintiff argues that such clause applies
solely to General Combustion.
(Id.)
Plaintiff therefore
insists that the pending motion must be evaluated solely in
accordance with the Section 1404(a) factors, and asserts that,
under an evaluation of such factors, Defendants fail to meet
“the heavy burden” required to transfer this litigation.
(Id.
at 14.)
STANDARD OF REVIEW
28 U.S.C. § 1404(a) generally provides that, “[f]or the
convenience of parties and witnesses, in the interest of
justice, a district court may transfer any civil action to any
other district or division where it might have been brought.”
It is well settled that a motion to transfer under 28 U.S.C. §
1404(a) constitutes the appropriate procedural mechanism to
7
enforce a forum selection clause. See Atl. Marine Const. Co.,
Inc. v. U.S. Dist. Court for W. Dist. of Tx., ___ U.S. ____, 134
S.Ct. 568, 580 (2013).
Here, however, the Court must first
examine the enforceability of the forum selection clause, prior
to engaging in a transfer analysis.
DISCUSSION
A. The Standard Terms Sets Forth a Valid, Enforceable, and
Mandatory Forum Selection Clause that Governs the Parties’
Contractual Relationships
1. Gencor’s Standard Terms Governs the Supply and
Service Contract
At the outset, the Court rejects Plaintiff’s assertion that
the forum selection provision in the Standard Terms has no
application to either Gencor or Equipment Services.
Opp’n at 5.)
(See Pl.’s
To the contrary, the supply contract executed by
Plaintiff clearly incorporates the performance of all Defendants
through its specific identification of, and reference to, the
services to be provided by Gencor and Equipment Services, and
its direction that payment for all services be remitted to
Gencor.
(See, e.g., Reardon Dec., Ex. B at 13-17 (providing the
litany of rights and responsibilities by and between Plaintiff
and Genco).)
Moreover, the supply contract identified Gencor on
each page, and included Gencor’s Standard Terms as part of the
agreement’s sequentially-numbered pages.
(See id. at 13-17.)
The agreement similarly identified, with specificity, Equipment
Services, and likewise included the service agreement as one of
8
its attachments. (See id. at 1 (referencing, with specificity,
the service agreement).)
Despite Plaintiff’s undisputed receipt
of the service agreement and Equipment Services undisputed
provision of services (even if defective), however, the parties
only executed the supply contract, which further infers the
singular nature of the overall contractual agreement.
Defs.’ Reply at 2-3.)
(See
Indeed, the Court finds that these
circumstances amply reflect, and are entirely consistent with,
the parties’ intention that the documents and all terms be read
as part of the same overall agreement.
See Phx. Motor Co. v.
Desert Diamond Players Club, Inc., 144 So.3d 694, 697-698 (Fla.
Dist. Ct. App. 2014) (generally noting that, under Florida law,
an agreement and collateral documents form part of the same
contract, and are sufficiently incorporated, where executed as
part of the same transaction, and where the primary document
contemplates the execution of additional documents); Nova Corp.
v. Joseph Stadelmann Elec. Contractors, Inc., No. 07-1104, 2008
WL 746672, at *3 (D.N.J. Mar. 18, 2008) (“‘Incorporation by
reference [under New Jersey law] is proper where the underlying
contract makes clear reference to a separate document, the
identity of the separate document may be ascertained, and
incorporation of the document will not result in surprise or
hardship.’”) (citations omitted).
9
In addition, the Court notes that Plaintiff specifically
predicates its Amended Complaint and opposition to the pending
motion upon Defendants’ unified existence and performance under
the supply and service agreements.
(See generally Am. Compl.)
Indeed, Plaintiff’s Amended Complaint expressly acknowledges
that Defendants operated as a collective “Family of Companies”
(id.
at ¶ 9), that Defendants “each accepted or retained
payment” from Plaintiff for work “performed under the Supply
and/or Service Contracts by another” defendant (id. at ¶ 40),
and further allege that Gencor “breached the Supply Contract and
the Service Contract” with Plaintiff.
(Id. at ¶ 28.)
Plaintiff
similarly concedes in opposition to the pending motion that the
supply contract “notes” that it is Gencor’s proposal, “directs
payments to be made” to Gencor, includes the Standard Terms,
granted Gencor “a security interest in the equipment provided,”
and that Gencor issued the invoices “for work performed under
both the Supply Contract and Service Contract.”
3-4 (citations omitted).)
(Pl’s Opp’n at
Given these circumstances, Plaintiff
cannot be heard to complain that it operated under any
misunderstanding concerning with whom it engaged in business, or
to whom Gencor’s Standard Terms applied.
(See generally Pl.’s
Opp’n at 5.) Rather, the Court finds the Standard Terms,
including the forum selection clause, applicable to all parties,
10
and therefore turns to issues concerning such provision’s
enforcement.
2. The Forum Selection Clause is Valid, Enforceable,
and Mandatory
Though forum selection clauses have not been historically
favored by American courts, the Supreme Court in M/S Bremen v.
Zapata OffShore Co., 407 U.S. 1, 10 (1972), held such clauses to
be presumptively valid and enforceable absent a showing by the
resisting party that enforcement of the clause would be
unreasonable under the circumstances.
See also Wall St. Aubrey
Golf, LLC v. Aubrey, 189 F. App’x 82, 85 (3d Cir. 2006)
(citations omitted) (“Forum selection clauses are entitled to
great weight and are presumptively valid.”).
Consequently, in
order to avoid the application of a valid forum selection
clause, the resisting party must establish “(1) that it is the
result of fraud or overreaching, (2) that enforcement would
violate strong public policy of the forum, or (3) that
enforcement would in the particular circumstances of the case
result in a jurisdiction so seriously inconvenient as to be
unreasonable.”
Coastal Steel Corp. v. Tilghman Wheelabrator
Ltd., 709 F.2d 190, 202 (3d Cir. 1983), overruled on other
grounds by, Lauro Lines v. Chasser, 490 U.S. 495 (1989); see
also MoneyGram Payment Sys. v. Consorcio Oriental, S.A., 65 F.
App’x 844, 846 (3d Cir. 2003) (same).
11
The party opposing
enforcement of a forum selection clause, however, bears a “heavy
burden of proof.” M/S Bremen, 407 U.S. at 17, 19; see also
MoneyGram Payment Sys., 65 Fed. App’x at 848 (same).
Here, Plaintiff does not argue that the forum selection
clause resulted from overreaching or fraud, nor that enforcement
of the clause would be contrary to public policy or result in
litigation in a location that would be so inconvenient as to be
unreasonable.
See Coastal Steel Corp., 709 F.2d at 202.
Rather, Plaintiff relies entirely upon the assertion that the
forum selection clause merely constitutes a permissive consent
to Florida jurisdiction, rather than a mandatory filing
requirement.
(See Pl.’s Opp’n at 6-7.)
The Court therefore
turns to the nature of the disputed forum selection clause in
this instance.
A mandatory forum selection “‘identifies a particular state
or court as having exclusive jurisdiction over disputes arising
out of parties’ contract and their contractual relationship.’”
Int'l Bus. Software Solutions, Inc. v. Sail Labs Tech., 440 F.
Supp. 2d 357, 363 n.1 (D.N.J. 2006) (quoting S & D Coffee, Inc.
v. GEI Autowrappers, 995 F. Supp. 607, 609 (M.D.N.C. 1997)); see
also Dawes v. Publish Am. LLP, 563 F. App’x 117, 118 (3d Cir.
2014) (same).
A permissive forum selection clause, by contrast,
“‘merely specifies the court empowered to hear litigation” and,
in effect, “‘allows parties to air any dispute in that court
12
without requiring them to do so.’” Id. at 363 n.2 (quoting S & D
Coffee, Inc., 995 F. Supp. at 609).
Moreover, despite Plaintiff’s assertion that the forum
selection clause fails to be mandatory due to its lack of
“‘words of exclusivity,’” the Court notes that, in this Circuit,
a forum selection clause need not “contain language such as
‘exclusive’ or ‘sole’” in order to be mandatory. 4
Feldman v.
Google, Inc., 513 F. Supp. 2d 229, 246 (E.D. Pa. 2007) (citing
Wall St. Aubrey Golf, LLC v. Aubrey, 189 F. App'x 82, 85–86 (3d
Cir. 2006)).
Rather, inclusion of the word “shall” sufficiently
evinces a forum selection clause’s mandatory nature.
See
Aubrey, 189 F. App’x at 85-86 (noting that “shall” suffices,
without more, to connote mandatory intent); Samuels v. Medytox
Solutions, Inc., 2014 WL 4441943, at *7 (D.N.J. Sept. 8, 2014)
(finding that “use of the word ‘shall’ renders the forum
selection clause mandatory and not permissive”); Frazetta v.
Underwood Books, 2009 WL 959485, at *4 (collecting cases and
noting that, the “‘use of the word ‘shall’ generally indicates a
4
The Court therefore rejects Plaintiff’s reliance upon Hunt
Wesson Foods, Inc. v. Supreme Oil Co., 817 F.2d 75 (9th Cir.
1987). (See Pl.’s Opp’n at 6-7 (arguing that the Court should
follow the Ninth Circuit’s requirement that mandatory forum
selection clauses contain words of exclusivity). Rather, for
the reasons stated herein, the weight of authority in this
Circuit requires no such exclusivity in mandatory forum
selection provisions. See, e.g., Aubrey, 189 F. App’x at 85-86
(finding “shall” a clear indication of mandatory intent).
13
mandatory intent unless a convincing argument to the contrary is
made.’”) (citations omitted).
The disputed forum selection clause in this instance
specifically provides that, “the instrument and all questions
regarding the performance of the parties [thereunder] shall be
controlled by the laws of the State of Florida, and jurisdiction
of any dispute shall be in Orange County, Florida.”
Dec., Ex. B at 17 (emphases added).)
(Reardon
Thus, although the
disputed provision does not specifically identify a particular
court, it does specify a particular county within a state, and
provides that any dispute be filed in a court within such
geographical territory.
These attributes amply suffice to
create a mandatory forum selection clause.
See Frazetta v.
Underwood Books, No. 08-0516, 2009 WL 959485, at *3 (M.D. Pa.
Apr. 6, 2009) (finding the specific identification of a state,
rather than a court, sufficient to create a mandatory). Indeed,
the Court finds that such language admits of no other result
than that the courts of Orange County, Florida constitute the
exclusive forum for any litigation arising out of the parties’
contractual relationship. 5
Consequently, the Court finds the
5
The Middle District of Florida sits within Orange County,
Florida, and Plaintiff does not argue that the phrase “a court
in Orange County, Florida” should be construed narrowly to
include only state, rather than federal, forums in such county.
(Reardon Dec., Ex. B at 17.) Because the forum selection
provision provides for jurisdiction in “a court in Orange
14
forum selection clause valid, mandatory, and enforceable.
Compare Wall St. Aubrey Golf, LLC, 189 F. App’x at 85 (finding
the following clause unambiguously mandatory: “This Lease shall
be construed in accordance with the laws of the Commonwealth of
Pennsylvania, with venue laid in Butler County, Pennsylvania”),
with Radian Guaranty Inc. v. Bolen, 18 F. Supp. 3d 635, 650
(E.D. Pa. 2014) (finding permissive a forum selection clause
providing that, “any legal proceeding arising out of this
paragraph may be brought in the United States District Court for
the Eastern District of Pennsylvania”) (emphasis in original).
Nevertheless, in order to determine whether transfer is
warranted, the Court must still engage in a modified Section
1404(a) analysis.
B. The Applicable Section 1404(a) Considerations Militate in
Favor of Transfer
In a typical case not involving a forum-selection clause,
the district court must, in considering a Section 1404(a)
motion, 6 weigh the relevant private and public-interest factors
and determine whether a transfer would serve “the convenience of
County, Florida,” rather than “the court of Orange County,
Florida” (or some similar variant), the Court finds that the
provision only imposes a geographical limitation on the court
within which to file any action arising out of the parties’
agreements, and is therefore flexible enough to include either
federal or state forums in Orange County, Florida.
6 In diversity cases, federal law governs the effect to be given
contractual forum selection clauses. See Jumara v. State Farm
Ins. Co., 55 F.3d 873, 877 (3d Cir. 1995).
15
parties and witnesses” and otherwise promote “the interest of
justice.” 28 U.S.C. § 1404(a). 7
In Atl. Marine Constr. Co., Inc.
v. U.S. Dist. Ct. for W. Dist. of Tx., ___ U.S. ____, 134 S.Ct
568, 582 (2013), however, the Supreme Court directed that an
agreed-upon mandatory forum-selection clause, as here, “‘be
given controlling weight in all but the most exceptional cases,”
requiring federal district courts, in turn, “to adjust their
usual § 1404(a) analysis in three ways.”
Id. at 581.
“First, the plaintiff’s choice of forum merits no weight,”
and instead, the plaintiff “bears the burden of establishing
that transfer” to the agreed-upon forum would be “unwarranted.”
Id.
Second, the parties “waive the right to challenge the
preselected forum as inconvenient or less convenient for
themselves or their witnesses, or for their pursuit of the
litigation.”
Id.
A court must, accordingly, “deem the private-
interest factors[ 8] to weigh entirely in favor of the preselected
7
In connection with a Section 1404(a) motion, the Court must
determine, as a threshold issue, whether the proposed
alternative forum (here, Florida) constitutes a venue whether
the action could originally have been brought. Here, however,
there is no dispute that Defendants reside in Florida and that a
substantial part of the disputed facts in this litigation
occurred in Florida. Defendants further concede that courts
within the State of Florida possess personal jurisdiction over
them. For all of these reasons, the Court finds that this
action could originally have been brought in Florida. See 28
U.S.C. § 1391(a).
8 Factors related to the parties’ private interests include:
“‘relative ease of access to sources of proof; availability of
compulsory process for attendance of unwilling, and the cost of
16
forum.”
Id. at 582.
For, “‘[w]hatever ‘inconvenience’ [the
parties] would suffer by being forced to litigate in the
contractual forum . . . was clearly foreseeable at the time of
contracting.’”
Id. (alterations in original). Third, when a
party “flouts” its contractual obligation under the forum
selection clause, “a § 1404(a) transfer of venue will not carry
with it the original venue's choice-of-law rules—a factor that
in some circumstances may affect public-interest
considerations.”
Id. (citing Piper Aircraft Co., 454 U.S. at
241).
The presence of a valid, mandatory forum selection clause
in this instance therefore radically alters the analytical
framework applicable to the pending motion.
Indeed, under
Atlantic Marine Construction Co., the Court need only consider
the public-interest factors. However, because such “factors will
rarely defeat a transfer motion,” the “forum-selection clause
should control except in unusual cases.”
Id.
Nevertheless, the Court notes that, the public-interest
factors “may include ‘the administrative difficulties flowing
from court congestion; the local interest in having localized
obtaining attendance of willing, witnesses; possibility of view
of premises, if view would be appropriate to the action; and all
other practical problems that make trial of a case easy,
expeditious and inexpensive.’” Atl. Marine Constr. Co., 134
S.Ct. at 581 n.6 (quoting Piper Aircraft Co. v. Reyno, 454 U.S.
235, 241 n. 6 (1981) (internal quotation marks omitted)).
17
controversies decided at home; [and] the interest in having the
trial of a diversity case in a forum that is at home with the
law.’” Atl. Marine Constr. Co., 134 S.Ct. at 581 n.6
(alterations in original) (citation and internal quotation marks
omitted).
In addition, courts may consider “the enforceability
of the judgment; practical considerations that could make the
trial easy, expeditious, or inexpensive;” and “the public
policies of the fora.”
Jumara, 55 F.3d at 879-80 (citations
omitted).
Here, the Court need not belabor any of the relevant
public-interest factors, because none tip the scales
sufficiently in Plaintiff’s favor.
Indeed, Plaintiff does not
argue that any public-interest factor heavily disfavors
transfer, nor that any localized policy or interest supports the
retention of this action in New Jersey.
Opp’n at 11-13.)
(See generally Pl.’s
Rather, Plaintiff concedes that the public-
interest factors are either in equipoise, or favor transfer,
given “the construction project at issue took place in Florida.”
(Pl.’s Opp’n at 12.)
Defendants, by contrast, assert that the
public-interest factors heavily favor transfer, in light of the
Florida-centric nature of this litigation, and because any
judgment would purportedly be enforceable only in Florida.
(Defs.’ Reply at 4-5.)
18
Conduct—and defective performance—in Florida forms the
fabric of this litigation, thereby rendering this action
predominantly, if not entirely, localized to Florida.
In
addition, because all of the disputed facts in this instance
occurred in Florida, efficiencies necessarily flow from
conducting the trial of this action in a localized forum. 9
Nor
does the Court find that any relative court congestion cautions
against transfer.
Rather, although a consideration in a Section
1404(a) motion, the Court finds the “‘relative congestion of the
respective courts’ dockets’” of minimal importance in the
9
Moreover, the result would remain unchanged even if the Court
accepted as true Plaintiff’s assertion that Defendants sought
payment from Plaintiff in New Jersey, and directed its
negotiation of the underlying contracts to Plaintiff’s New
Jersey headquarters. (See Pl.’s Opp’n at 12-13.) Despite
Plaintiff’s assertion, the disputed facts in this litigation
primarily concern the quality of Defendants’ supply,
installation, and service of various equipment in Florida, not
the location from which Defendants sought payment, nor the
negotiations of the underlying contract. (See generally Am.
Compl. at ¶¶ 8-26 (generally delineating Defendants’ various
alleged installation failures at Plaintiff’s facility in
Florida).) For the same reasons, the Court concludes that the
result would remain unchanged, even if the Court considered the
private-interest factors. Indeed, as stated above, this action
concerns services provided in Florida, will likely require
inspection of the Florida facility, in addition to testimony
from individuals employed in such facility during the relevant
period. Moreover, the parties are presently engaged in ongoing
litigation in Florida concerning many of the disputed facts in
this litigation. (See Reardon Cert. at ¶¶ 15-19; see also
Reardon Dec., Exs. D, E, F, G, H.) Given the situs of the
disputed facts in this action (most of which rest in Florida),
coupled with the pendency of related litigation in Florida, the
Court finds the private-interest factors similarly favor
transfer of this action.
19
overall transfer inquiry.
Yocham, 565 F. Supp. 2d at 560
(quoting Clark, 255 F. Supp. 2d at 338 (citing cases for the
proposition that “calendar congestion” does not constitute “a
factor of great importance” in connection with a transfer
motion)).
Consequently, under the facts presented, the Court
finds transfer of this action to be warranted under 28 U.S.C. §
1404(a).
CONCLUSION
For all of these reasons, Defendants’ motion will be
granted, and the Court will transfer this action to the Middle
District of Florida, Orlando Division.
An accompanying Order
will be entered.
January 13, 2015
Date
s/ Jerome B. Simandle
JEROME B. SIMANDLE
Chief U.S. District Judge
20
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