PARTNERS OF MASSACHUSETTS, LLC v. FANTASIA et al

Filing 42

OPINION. Signed by Judge Katharine S. Hayden on 12/28/16. (sr, )

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NOT FOR PUBLICATION
UNITED STATES DISTRICT COURT
DISTRICT OF NEW JERSEY

PARTNERS OF MASSACHUSETTS, LLC,
PARTNERS PHARMACY, LLC, and
PARTNERS PHARMACY SERVICES, LLC
Civil No.: 2:15-cv-07960 (KSH) (CLW)
Plaintiffs,
v.
OPINION
JOHN FANTASIA and PAUL SARDAGNOLA
Defendants.

Katharine S. Hayden, U.S.D.J.
Before the Court are John Fantasia and Paul Sardagnola’s motions to transfer venue to
the District of Massachusetts pursuant to 28 U.S.C. § 1404(a). Sardagnola has also moved to
dismiss the claims against him for lack of personal jurisdiction or, in the alternative, on the basis
of forum non coveniens. For the reasons set forth below, defendants’ motions are denied.
I.

Background
On January 19, 2016, plaintiffs Partners of Massachusetts, LLC, Partners Pharmacy,

LLC, and Partners Pharmacy Services, LLC (collectively, “Partners”) filed an amended
complaint (D.E. 18) against John Fantasia and Paul Sardagnola alleging various contractual and
common law causes of action stemming from Fantasia’s sale of his pharmacy business to
Partners. According to the amended complaint, Fantasia, a Massachusetts resident, made the
sale to Partners of Massachusetts LLC pursuant to an asset purchase agreement (the “APA”)
dated March 22, 2013. (Am. Compl. ¶¶ 1–2). The APA contains the following language
regarding disputes:
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This Agreement shall be governed by and construed in accordance
with the Laws of the State of New Jersey without regard to the rules
of conflict of laws of the State of New Jersey or any other
jurisdiction. Each of the parties irrevocably and unconditionally
consents to submit to the jurisdiction of the federal or state courts of
or located within the State of New Jersey for any litigation arising
out of or relating to this Agreement and the transactions
contemplated thereby (and agrees not to commence any litigation
relating thereto except in such courts), waives any objection to the
laying of venue of any such litigation therein, and agrees not to plead
or claim that such litigation has been brought in an inconvenient
forum.
APA, § 10.5, Exh. A to Compl. 1
Additionally, section 3.3(h) of the APA required Fantasia to execute a separate restrictive
covenant agreement containing the following language regarding jurisdiction:
The Obligated Parties acknowledge that the parties intend to and
hereby confer jurisdiction to enforce the covenants contained in this
Agreement upon the courts of any state within the geographical
scope of such covenants.
Fantasia Restrictive Covenant, § 6, Exh. B. to Am. Compl. The restrictive covenant defines the
geographical scope of the agreement as “(i) in the States of Massachusetts and Connecticut
and/or (ii) within a one hundred (100) mile radius of the Buyer’s facilities located at 1451
Concord Street, Suite 6, Framingham, Massachusetts 01701.” Fantasia Restrictive Covenant, §
1, Exh. B. to Am. Compl.
Sardagnola, a Massachusetts resident and key employee of Fantasia’s pharmacy business,
was not a signatory on the APA. However, as a condition to closing with Fantasia, Partners
required that he enter into a non-solicitation agreement and an employment agreement with it.
Am. Compl. ¶¶ 27–30. While Sardagnola’s agreements are silent with respect to jurisdiction, his

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While the APA was attached to the original complaint (D.E. 1) as Exhibit A, it was not attached to the
amended complaint (D.E. 18), which attaches exhibits B through E only. In the absence of any indication
to the contrary, the Court treats this as an oversight and cites to the APA attached to the original
complaint for purposes of this motion.

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non-solicitation agreement states that it is “made in New Jersey and shall be governed by and
construed in accordance with the laws of New Jersey.” Sardagnola Non-Solicitation Agreement,
§ 12(d), Exh. C. to Am. Compl.
Both the APA and Fantasia’s restrictive covenant prohibit him from engaging in certain
competitive activities in and around Massachusetts and Connecticut for a period of six years after
the transaction’s closing date. Am. Compl. ¶ 22; Exh. B. to Am. Compl. Similarly, Sardagnola’s
non-solicitation agreement prohibits him from soliciting or interfering with Partners’ customers or
employees or otherwise competing with Partners during his employment, and for a period of one
year after his employment ended. Am. Compl. ¶ 26; Exh. C. to Am. Compl.
On January 19, 2016, Partners filed the instant action alleging that:
Fantasia and Sardagnola have taken steps to set up a pharmacy to
compete with Partners, have solicited Partners customers, have
interfered with Partners’ contracts with its customers, have induced
certain customers to terminate their contracts with Partners, and
have used and disclosed proprietary information belonging to
Partners all in violation of the APA and the Restrictive Covenant
Agreements that were material terms of and incorporate[d] by
reference into the APA.
Am. Compl. ¶ 28; see also id. at ¶¶ 29–37.
On March 14, 2016, Sardagnola filed a motion to dismiss for lack of personal jurisdiction
and forum non conveniens (D.E. 33). In the alternative, he sought to transfer venue to the
District of Massachusetts “for the convenience of the parties and the witnesses” pursuant to 28
U.S.C. § 1404(a). Id. On March 15, 2016, Fantasia filed a motion to transfer venue to the
District of Massachusetts on the same grounds (D.E. 35). Partners opposed both motions (D.E.
38, 39) and defendants filed replies (D.E. 40, 41).
The Court makes its decision on the papers.
II.

Discussion
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A. Fantasia’s Motion to Transfer
Fantasia argues that the facts of this case militate in favor of transferring this action to the
District of Massachusetts pursuant to 28 U.S.C. 1404(a), which gives a district court discretion to
transfer a case to any other district where venue is proper “for the convenience of parties and
witnesses, in the interest of justice.” See Samuels v. Medytox Solutions, Inc., 2014 WL 4441943,
at *3 (D.N.J. Sept. 8, 2014) (quoting 28 U.S.C. 1404(a)). “[T]he court must consider an array of
both private and public factors in deciding whether to grant the transfer.” Id. (citing Jumara v.
State Farm Ins. Co., 55 F.3d 837, 879–80 (3d Cir. 1995)).
The existence of a forum selection clause, however, alters the traditional private and
public factors analysis. The Supreme Court has held that a valid forum selection clause “should
be given controlling weight in all but the most exceptional circumstances.” Atl. Marine Const.
Co. v. U.S. Dist. Court for W. Dist. of Texas, 134 S. Ct. 568, 581 (2013) (internal quotation and
citation omitted).
The APA contains the following language regarding forum selection:
Each of the parties irrevocably and unconditionally consents to
submit to the jurisdiction of the federal or state courts of or located
within the State of New Jersey for any litigation arising out of or
relating to this Agreement and the transactions contemplated
thereby (and agrees not to commence any litigation relating thereto
except in such courts), waives any objection to the laying of venue
of any such litigation therein, and agrees not to plead or claim that
such litigation has been brought in an inconvenient forum.
APA, § 10.5, Exh. A to Compl. (emphasis added). The issue becomes whether the claims that
Partners now brings against Fantasia “arise out of or relate to” to the APA “and the transactions
contemplated thereby.” Id.

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Fantasia argues that to arise out of the APA a cause of action must relate to “the
conditions necessary for closing, i.e.: transfer of assets, assignment of client contracts,
conducting an inventory, etc.” Fantasia Moving Br., at pp. 18–19. Because the instant action
pertains to conduct implicating Fantasia’s restrictive covenant that occurred subsequent to the
transaction itself, and “does not arise out of a failed purchase[,]” Fantasia maintains that the
claims against him do not “arise out of or relate to” the APA. Id.
The Court disagrees. Section 3.3(h) of the APA summarizes Fantasia’s obligations under
his restrictive covenant, and the restrictive covenant was attached as an exhibit to the APA.
Section 10.4 of the APA states that “[t]his Agreement (including all Annexes, Schedules,
Exhibits, and the other documents and instruments referred to herein) . . . constitutes the entire
agreement . . . .” APA, § 10.4, Exh. A to Compl. (emphasis added). Additionally, Partners
alleges that Fantasia wrongfully targeted customers that Partners acquired under the APA. See
Am. Compl. ¶¶ 32–33, 37–40. Fantasia even states in his moving papers that “[t]he cause of
action against Mr. John Fantasia arises out of an Asset Purchase Agreement [i.e. the APA] . . . .”
Fantasia Moving Br., at p. 1 (emphasis added). The Court easily finds that the claims against
Fantasia “arise out of or relate to” the APA, and accordingly the APA’s forum selection clause—
which lays exclusive jurisdiction in New Jersey—is operative.
Fantasia argues that the language in his restrictive covenant agreement conferring
jurisdiction to enforce the covenants upon the Massachusetts courts directly conflicts with the
forum selection clause in the APA, thereby requiring the Court to disregard the jurisdictional
language in the APA. See Fantasia Moving Br, at p. 21. Although the APA mandates that all
claims arising out of or relating to it must be litigated in New Jersey, the restrictive covenant
permits (but does not require) Partners to seek enforcement of the restrictive covenant in

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Massachusetts. The Court finds that the mandatory forum selection clause in the APA controls.
See Dawes v. Publish Am. LLLP, 563 F. App'x 117, 118 (3d Cir. 2014) (quoting Glob. Satellite
Commc'n Co. v. Starmill U.K. Ltd., 378 F.3d 1269, 1272 (11th Cir. 2004) (“A permissive clause
authorizes jurisdiction in a designated forum but does not prohibit litigation elsewhere whereas
[a] mandatory clause . . . dictates an exclusive forum for litigation under the contract.”) (internal
quotations omitted).
Having found that the forum selection clause in the APA is mandatory, the Court now
turns to what effect the clause has on Partners’ transfer motion. In Atlantic Marine, the Supreme
Court held that the parties’ private interests are to be completely disregarded when considering a
§ 1404(a) transfer motion in the context of a valid mandatory forum selection clause. See
Atlantic Marine, 134 S. Ct. at 582. “[O]nly the public interest factors are relevant in the
presence of a forum selection clause, and since ‘those factors will rarely defeat a transfer motion,
the practical result is that forum-selection clauses should control except in unusual
circumstances.’” Samuels, 2014 WL 4441943, at *4 (quoting Atlantic Marine, 134 S. Ct. at
582). Thus, finding that the APA contains a mandatory forum selection clause covering the
instant dispute, the Court considers whether there are “unusual circumstances” vis-à-vis the
public interests that would compel it to exercise discretion and disregard the parties’
contractually agreed-upon venue.
The public interests set forth by the Third Circuit in Jumara include: (1) enforceability of
the Court's judgment; (2) practical considerations that could make the trial easy, expeditious, or
inexpensive; (3) the level of congestion in the respective forums, (4) the local interest in deciding
local controversies at home; (5) the public policies of the forum; and (6) the familiarity of the

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trial judge with the applicable state law in diversity cases. See Jumara v. State Farm Ins. Co., 55
F.3d 837, 879–80 (3d Cir. 1995).
Fantasia offers several reasons why the public interests militate in favor of a transfer to
Massachusetts. First, because both defendants reside in Massachusetts and the restrictive
covenants at issue do not prohibit conduct in New Jersey, Fantasia argues that the injunctive
relief Partners seeks cannot be enforced in New Jersey and that “a judgment issued by New
Jersey Court would necessitate an additional action and multiple law suits in the event damages
are awarded.” Fantasia Moving Br., at p. 30. Partners counters that “the Full Faith and Credit
Clause of the United States Constitution requires a court in Massachusetts to give res judicata
effect to any judgment entered by this Court.” Partners Opp. Br., at p. 14.
Second, Fantasia argues that proceeding with this case in New Jersey “requires
cumbersome efforts for discovery and trial preparation” because “[t]he witnesses, records, and
parties are all in Massachusetts.” Fantasia Moving Br., at p. 30. Partners counters that “[i]n the
era of electronic discovery and document management, it is unlikely that litigating the case in
New Jersey, rather than Massachusetts, will pose any exceptional burden to anyone.” Partners
Opp. Br., at p. 15.
Third, Fantasia argues that Massachusetts has a greater interest in deciding this
controversy because the alleged acts giving rise to the claims against him occurred primarily in
Massachusetts and both defendants reside there. See Fantasia Moving Br., at pp. 31–34.
Partners counters that “New Jersey has a strong interest both in enforcing the contractual
expectations of parties that a mandatory and exclusive forum selection provision will be
enforced, and in providing a forum for its residents and in enforcing the contractual obligations
of those who contract with New Jersey residents.” Partners Opp. Br., at p. 15. Partners further

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notes that “Plaintiffs’ ultimate members include a New Jersey corporation based in New Jersey
and individuals who reside in New Jersey.” Id. at n. 10. See Carden v. Arkoma Associates, 110
S. Ct. 1015 (1990) (citizenship of LLC is determined by citizenship of members).
Finally, because his restrictive covenant calls for the application of Massachusetts law,
Fantasia argues that the District of Massachusetts is better equipped to adjudicate this dispute.
See Fantasia Moving Br., at pp. 34–35. Partners counters that this Court regularly applies the
law of another state sitting in diversity. See Partners Opp. Br., at p. 15. Additionally, Partners’
claims for breach of the APA are governed by New Jersey law. See APA, § 10.5, Exh. A to
Compl.
Weighed in their totality, the public interest factors in this case do not warrant an override
of the APA’s mandatory forum selection clause. Atlantic Marine instructs:
When parties have contracted in advance to litigate disputes in a
particular forum, courts should not unnecessarily disrupt the parties’
settled expectations. A forum-selection clause, after all, may have
figured centrally in the parties’ negotiations and may have affected
how they set monetary and other contractual terms; it may, in fact,
have been a critical factor in their agreement to do business together
in the first place. In all but the most unusual cases, therefore, the
‘interest of justice’ is served by holding parties to their bargain.
Atlantic Marine, 134 S. Ct. at 583. Thus, although this case has connections to Massachusetts,
Fantasia is contractually bound to litigate the claims against him in New Jersey, and he has failed
to meet his burden of showing that the public interest factors compel the Court to disregard the
parties’ bargained-for venue.
Because the claims against Fantasia “arise out of or relate to” the APA, then pursuant to
its plain language, as a signatory Fantasia: (1) consented to federal court jurisdiction in New
Jersey; (2) waived any objection to the laying of venue in New Jersey; and (3) agreed not to
plead or claim that the instant litigation has been brought in an inconvenient forum. See APA, §
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10.5, Exh. A to Compl. There are no “exceptional circumstances” supporting a transfer of the
claims against Fantasia to the District of Massachusetts and his motion (D.E. 35) is denied.
B. Sardagnola’s Motion to Dismiss/Transfer
Sardagnola did not sign the APA and has moved separately to dismiss the claims against
him for lack of personal jurisdiction and/or forum non conveniens or, in the alternative, to
transfer the claims against him to the District of Massachusetts under 28 U.S.C. § 1404(a). For
the reasons set forth below, his motion (D.E. 33) is also denied.
1. Personal Jurisdiction
Sardagnola argues that his connection with New Jersey is not sufficient to confer
personal jurisdiction over him upon this Court. There are “two types of personal jurisdiction
which comport with [] due process principles: general and specific jurisdiction. General
jurisdiction exists when a defendant has maintained systematic and continuous contacts with the
forum state . . . . Specific jurisdiction exists when the claim arises from or relates to conduct
purposefully directed at the forum state.” Kehm Oil Co. v. Texaco, Inc., 537 F.3d 280, 300 (3d
Cir. 2008). Partners argues that the Court has specific jurisdiction over Sardagnola “by virtue of
his former employment with and breach of his obligations to Partners Pharmacy, a New Jersey
based company.” Partners Opp. Br. (D.E. 39), at p. 9.
Because the core claims against Sardagnola revolve around his restrictive covenant,
Partners must establish that his contacts with New Jersey were “instrumental in either the
formation or the breach of the contract.” See StrikeForce Techs., Inc. v. WhiteSky, Inc., 2013
WL 3508835, at *2 (D.N.J. July 11, 2013) (quoting Control Screening LLC v. Tech. Application
& Prod. Co., 687 F.3d 163, 167 (3d Cir.2012)). StrikeForce, decided in this District by Judge
Chesler, relied on Third Circuit precedent to reach this decision on similar facts. There the

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plaintiff argued that the court had specific jurisdiction over the defendant, a Delaware
corporation, “based on WhiteSky’s actions in and relating to New Jersey in connection with the
Agreement” that formed the basis of the action. Id. StrikeForce submitted an affidavit
highlighting “various purposeful activities by WhiteSky that were directed to New Jersey[,]”
including the following:
WhiteSky entered into a contract with a company headquartered in
New Jersey. The negotiations leading to the formation of the
contract occurred through numerous telephone calls directed by
WhiteSky to StrikeForce in New Jersey. Further communications
between the parties, via telephone and the mail, took place
throughout performance of the contract. After the parties formalized
their business relationship through execution of the licensing
agreement, WhiteSky's founder visited StrikeForce's New Jersey
offices on two occasions, once in July 2010 and once in July 2011,
both of which related to the parties' licensing agreement.
StrikeForce Techs., 2013 WL 3508835, at *2. Additionally, the agreement underlying the action
was governed by New Jersey law. Id. at *3. Construing all facts regarding jurisdiction in favor
of the plaintiff, as is required on a Rule 12(b)(2) motion, the court found it “both plausible and
proper” to conclude that the New Jersey court had specific jurisdiction over WhiteSky. Id. at *2.
Similar to WhiteSky, Sardagnola entered into a contract with a New Jersey company,
Partners Pharmacy LLC, which is a New Jersey limited liability company headquartered in Fort
Lee, New Jersey. Declaration of Justine Cottrell, dated April 16, 2016 (D.E. 38-1) (“Cottrell
Decl.”), at ¶ 2. Additionally, the sole member of Partners Pharmacy is plaintiff Partners
Services, a limited liability company whose ultimate members are a New Jersey corporation, a
family trust whose sole trustee is a citizen of New Jersey, and individuals who include citizens of
New Jersey. Am. Compl, ¶¶ 6–7.
Sardagnola visited Partners’ New Jersey office on two occasions during his employment,
once to discuss business strategy and once to discuss issues surrounding his alleged solicitation
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of customers. See Sardagnola Moving Br., at p. 7. Sardagnola communicated via telephone and
email with Partners’ New Jersey based employees. Cottrell Decl., at ¶ 5. See StrikeForce
Techs., 2013 WL 3508835, at *2 (finding personal jurisdiction to exist in part on the basis of
communications directed toward the forum state during the performance of the contract).
Sardagnola’s purposeful connection with New Jersey is further supported by language in
the restrictive covenant stating that it “is made in and shall be governed by and construed in
accordance with the laws of the State of New Jersey.” Sardagnola Restrictive Covenant, Exh. C
to Am. Compl. As the district court in WhiteSky observed, “This provision, combined with the
other factors discussed above, reinforces [Sardagnola’s] ‘deliberate affiliation with the forum
State and the reasonable foreseeability of possible litigation in [New Jersey].’” StrikeForce
Techs. at *3 (quoting Budget Blinds, Inc. v. White, 536 F.3d 244, 261 (3d Cir. 2008)).
Accordingly, insofar as Sardagnola seeks dismissal for lack of personal jurisdiction under Rule
12(b)(2), his motion is denied.
2. Forum Non Conveniens
Sardagnola also argues that the complaint should be dismissed under the doctrine of
forum non conveniens. “The forum non conveniens determination is committed to the sound
discretion of the trial court.” Piper Aircraft Co. v. Reyno, 454 U.S. 235, 257 (1981).
“Ordinarily, a strong presumption of convenience exists in favor of a domestic plaintiff's chosen
forum, and this presumption may be overcome only when the balance of the public and private
factors clearly favors an alternate forum.” Delta Air Lines, Inc. v. Chimet, S.p.A., 619 F.3d 288,
295 (3d Cir. 2010).
The private interest factors affecting the convenience of the litigants include:
the relative ease of access to sources of proof; availability of
compulsory process for attendance of unwilling, and the cost of
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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.
Delta, 619 F.3d at 296 (citations omitted).
With respect to the private interest factors, Sardagnola primarily argues that maintaining
this action in New Jersey would “establish oppressiveness and vexation” to him because he “has
virtually no contacts with the state of New Jersey.” Sardagnola Moving Br., at p. 11. But “[a]
defendant's contacts with the forum state are relevant to the forum non conveniens inquiry only
insofar as they relate to the ease and fairness of trying a case in particular jurisdiction.” Miller v.
Boston Sci. Corp., 380 F. Supp. 2d 443, 454 (D.N.J. 2005). Sardagnola argues that “forcing him
to incur the expense and inconvenience of traveling from Massachusetts to New Jersey is
burdensome[.]” Sardagnola Moving Br., at p. 12. However, any travel that Sardagnola is required
to make for purposes of this litigation will be the same journey to New Jersey that he made during
his employment with Partners. See Obenchain Corp. v. Corp. Nacionale de Inversiones, 656 F.
Supp. 435, 441 (W.D. Pa. 1987), aff'd in part, rev'd in part sub nom. 898 F.2d 142 (3d Cir. 1990)
(“In fact defendants' agents or officers found no difficulty in entering this forum to conduct
business, so they cannot complain that they cannot defend here.”)
Sardagnola further argues that sources of proof and witnesses are located in Massachusetts
beyond this Court’s subpoena power. Sardagnola Moving Br., at p. 12. However, he has not
provided evidence that any key witnesses will actually be unavailable to appear in New Jersey.
See Hoffer v. InfoSpace.com, Inc., 102 F. Supp. 2d 556, 566 (D.N.J. 2000) (finding that a plaintiff
failed to demonstrate serious inconvenience where he argued that his key witnesses would not
appear in the disputed forum, but failed to provide any affidavits from those witnesses). This
argument has even less appeal when one considers that the claims against him are intertwined
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with those against Fantasia, who is bound to defend in New Jersey by the broad based forum
selection clause discussed above. See Part II.A. infra.
The public interest factors affecting the convenience of the forum include:
the administrative difficulties flowing from court congestion; the
local interest in having localized controversies decided at home; the
interest in having the trial of a diversity case in a forum that is at
home with the law that must govern the action; the avoidance of
unnecessary problems in conflict of laws, or in the application of
foreign law; and the unfairness of burdening citizens in an unrelated
forum with jury duty.
Id.
With respect to public interest factors, Sardagnola’s primary argument is that the claims
against him lack connection with New Jersey. Sardagnola Moving Br., at p. 12. But while
certain relevant activities took place in Massachusetts, he is being sued for alleged violation of a
restrictive covenant entered into with a New Jersey company, governed by New Jersey law. See
Vayn v. Schaen, 2016 WL 4211838, at *5 (D.N.J. Aug. 9, 2016) (“New Jersey has an interest in
providing a forum for its citizens to recover for their injuries”). Sardagnola does not raise any
issues with respect to the remaining public interest factors—i.e. court congestion, conflicts of
law, or unfairly burdening jurors. To the extent that any of these considerations might exist, they
are mitigated by the Court’s finding above that Fantasia is contractually bound to litigate nearly
identical claims against him in the District of New Jersey.
Weighing all relevant factors, Sardagnola cannot establish that maintaining this action in
New Jersey is “so completely inappropriate and inconvenient” that the Court should disregard
the strong presumption in favor of Partners’ chosen forum and dismiss this case as to him. See
All States Freight v. Modarelli, 196 F.2d 1010, 1011 (3d Cir. 1952) (“[forum non conveniens]
doctrine involves the dismissal of a case because the forum chosen by the plaintiff is so

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completely inappropriate and inconvenient that it is better to stop the litigation in the place where
brought and let it start all over again somewhere else”). Accordingly, insofar as Sardagnola
seeks dismissal on forum non conveniens grounds, his motion is denied.
3. Transfer
Finally, Sardagnola argues that should the Court decline to dismiss this case against him
on personal jurisdiction or forum non conveniens grounds, it should nonetheless transfer this
action to the District of Massachusetts pursuant to 28 U.S.C. 1404(a). In the absence of a
mandatory forum selection clause binding Sardagnola, the Court considers the private interest
factors in addition to the public interest factors discussed above.
The private interest factors include: (i) “plaintiff’s forum preference as manifested in the
original choice”; (ii) “the defendant’s preference”; (iii) “whether the claim arose elsewhere”; (iv)
“the convenience of the parties as indicated by their relative physical and financial condition”;
(v) “the convenience of the witnesses”; and (vi) “the location of books and records[.]” Jumara v.
State Farm Ins. Co., 55 F.3d 873, 879 (3d Cir. 1995).
Starting with the first factor, a plaintiff's choice of forum is “a paramount consideration in
any determination of a transfer request” and that choice “should not be lightly disturbed.” Shutte
v. Armco Steel Corp., 431 F.2d 22, 25 (3d Cir. 1970) (citation omitted). “Courts therefore
normally defer to a plaintiff's choice of forum.” Vayn v. Schaen, 2016 WL 4211838, at *4
(D.N.J. Aug. 9, 2016). While the Court acknowledges that Sardagnola would prefer to litigate in
the District of Massachusetts (second factor), he is the moving party here and thus bears the
burden of persuasion on a motion to transfer. See Plum Tree, Inc. v. Stockment, 488 F.2d 754,
756 (3d Cir. 1973). “To overcome the presumption in favor of Plaintiff’s choice of forum, [a
defendant] must show that the balance of conveniences weighs ‘strongly in favor’ of transfer to a

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more convenient forum.” Telebrands Corp. v. Mopnado, 2016 WL 368166, at *11 (D.N.J. Jan.
12, 2016), report and recommendation adopted, 2016 WL 355072 (D.N.J. Jan. 28, 2016).
Sardagnola argues that Partners’ choice of forum is entitled to less weight because the
claims here arose in Massachusetts (third factor). See NCR Credit Corp. v. Ye Seekers Horizon,
Inc., 17 F. Supp. 2d 317, 321 (D.N.J. 1998) (“when the central facts of a lawsuit occur outside of
the chosen forum, plaintiff's choice of forum is accorded less weight”). Specifically, Sardagnola
argues that the “operative facts relate to the alleged actions of two Massachusetts residents,
employed in Massachusetts, with respect to customers located in Massachusetts.” Sardagnola
Moving Br., at p. 16. While the restrictive covenant claims against Sardagnola derive from a
contract he entered into with a New Jersey company, governed by New Jersey law, that the facts
giving rise to Partners’ claims appear to have occurred predominantly in Massachusetts does
lessen the weight to be afforded Partners’ chosen forum.
The fourth factor requires the Court to examine “the convenience of the parties as
indicated by their relative physical and financial condition[.]” See Jumara, 55 F.3d at 879. In
this regard, Sardagnola argues that because he is a Massachusetts resident, “there can be no
question that forcing him to travel to New Jersey to defend this suit, at significant expense, will
result in a major inconvenience to him.” Sardagnola Moving Br., at p. 17. However, as the party
bearing the burden of showing that transfer is appropriate, Sardagnola has not offered any
evidence of the parties’ relative financial condition and, as noted above, any travel between these
states, geographically close by and connected by highways, rail, and air transport as they are,
will be no more burdensome than the visits he made during his employment with Partners. The
Court therefore finds that this factor is neutral to the transfer analysis.

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Finally, the convenience of the witnesses (fifth factor) must be considered “only to the
extent that the witnesses may actually be unavailable for trial in one of the fora[,]” and the
location of books and records (sixth factor) is only relevant “to the extent that the files could not
be produced in the alternative forum[.]” Id. Sardagnola has not put forth evidence of any nonparty witnesses that would be unavailable for trial in New Jersey, or indicated that relevant books
and records will not be available in New Jersey, particularly where “[t]he technological advances
of recent years have significantly reduced the weight of [this factor] in the balance of
convenience analysis.” Lomanno v. Black, 285 F. Supp. 2d 637, 647 (E.D. Pa. 2003).
With respect to the public interest factors, set forth supra, Sardagnola’s primary argument
is that Massachusetts has a greater local interest in adjudicating this dispute because the alleged
actions giving rise to the claims against him occurred in Massachusetts. See Sardagnola Moving
Br., at pp. 18–19. By contrast, he entered into a contract with plaintiff Partners Pharmacy LLC,
a New Jersey company, and “New Jersey has an interest in providing a forum for its citizens to
recover for their injuries.” Vayn v. Schaen, 2016 WL 4211838, at *5 (D.N.J. Aug. 9, 2016). The
Court therefore finds that this public interest factor is neutral.
The Court finds that the remaining public interest factors are either neutral or militate in
favor of keeping this action in New Jersey. Any judgment this Court enters will be afforded full
faith and credit in Massachusetts. See SI Power LLC v. Pathway Holdings Mgmt. V, LLC, 2016
WL 1260484, at *10 (D.N.J. Mar. 31, 2016) (“judgment rendered in . . . this District . . . could
easily be registered in another district”). Neither party has raised issues of Court congestion.
And resolution of the claims against Sardagnola will require the application of both New Jersey
and Massachusetts law, making either District’s inherent familiarity with applicable law a moot
point.

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Finally, “practical considerations that could make the trial easy, expeditious, or
inexpensive” weigh in favor of keeping the claims against Sardagnola in New Jersey, because his
co-defendant Fantasia is contractually bound to litigate nearly identical claims in New Jersey that
will undoubtedly involve many, if not all, of the same witnesses. See Platinum Partners Value
Arbitrage Fund, L.P. v. TD Bank, N.A., 2011 WL 3329087, at *6 (D.N.J. Aug. 2, 2011) (noting
that grouping related cases in the same District “serves not only private interests but the interests
of justice”).
After considering both the private and public interest factors, this Court finds that transfer
is not appropriate under 28 U.S.C. 1404(a). The majority of factors are neutral to this analysis.
Partners’ choice of forum weighs against transfer, and factual connections to Massachusetts
weigh in favor of transfer, making the private interest analysis effectively a wash. The claims
against Sargadnola involve competing local interests of both Massachusetts and New Jersey, and
the Court cannot say that one forum is more “interested” than the other. And significantly,
Fantasia’s co-defendant will be litigating nearly identical claims in this Court, arising out of the
same set of operative facts.
In sum, Sardagnola has failed to meet his burden of showing that the balance of
conveniences weighs “strongly in favor” of a transfer to Massachusetts. Accordingly, insofar as
Sardagnola seeks a transfer pursuant to 28 U.S.C. 1404(a), his motion is denied.
III.

Conclusion
For the foregoing reasons, defendants’ motions to dismiss and/or transfer this action to

the District of Massachusetts (D.E. 33, 35) are denied. An accompanying Order will be filed.
s/ Katharine S. Hayden___________
Katharine S. Hayden, U.S.D.J.
Dated: December 28, 2016

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