Main Street NA Parkade, LLC v. Sleepy's, LLC.

Filing 20

OPINION AND ORDER granting 19 Motion to Transfer Case. So Ordered by Chief Judge William E. Smith on 02/19/2014. (Urizandi, Nisshy)

UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF RHODE ISLAND
___________________________________
)
)
)
Plaintiff,
)
)
v.
)
)
SLEEPY’S, LLC,
)
)
Defendant.
)
___________________________________)
MAIN STREET NA PARKADE, LLC,

C.A. No. 13-593 S

OPINION AND ORDER
WILLIAM E. SMITH, Chief Judge.
This

Court

and

this

case

two

odd

bedfellows

make.

Main Street NA Parkade, LLC (“Main Street”) has brought
suit against Sleepy’s, LLC (“Sleepy’s”) seeking declaratory
judgment as to certain terms of the parties’ commercial
lease agreement and alleging claims for breach of contract,
breach of the covenant of good faith and fair dealing, and
a violation of Massachusetts consumer protection law.
Before
Venue.
Court

the

Court

(ECF No. 19.)
concludes

that

is

a

Joint

Motion

for

Change

of

For the reasons discussed below, the
this

District of Massachusetts.

case

should

be

heard

in

the

Accordingly, the Joint Motion

for Change of Venue is GRANTED and this case is TRANSFERRED
to the United States District Court for the District of
Massachusetts.

Main

Street

Sleepy’s,
October

Inc.,
31,

Sleepy’s

executed

2006

Massachusetts
automatic

and

for

a

lease

retail

development.

renewal

predecessor
agreement

space
The

provision

in

a

Lease

under

in

interest,

(“Lease”)
North

Adams,

contained

which

up

on

to

an
two

additional, consecutive five-year terms would be added to
the term of the Lease unless Sleepy’s provided Main Street
with a minimum of six months notice, in writing, of its
intent to terminate the Lease.
over

whether

Sleepy’s

The instant dispute arose

provided

effective

notice

for

termination of the Lease before vacating the premises in
August, 2013.
28 U.S.C. § 1404(a) allows for a change of venue for
the convenience of parties or witnesses or in the interest
of

justice.

“Section

1404(a)

is

intended

to

place

discretion in the district court to adjudicate motions for
transfer

according

to

an

‘individualized,

consideration of convenience and fairness.’”

case-by-case
Brian Jackson

& Co. v. Eximias Pharm. Corp., 248 F. Supp. 2d 31, 38
(D.R.I. 2003) (quoting Stewart Org., Inc. v. Ricoh Corp.,
487 U.S. 22, 29 (1988)).
Here,
Island.

neither

party

has

corporate

ties

to

Rhode

Main Street is a Connecticut limited liability

corporation and its sole member is a Connecticut citizen.
2

Sleepy’s is a Delaware limited liability corporation and
has its principal place of business in New York; its sole
member

is

a

citizen

of

both

Delaware

and

New

York.

Witnesses and other interested parties in this case are
located in both New York and Connecticut, while none reside
in Rhode Island.

(See ECF No. 13.)

Further, although

Sleepy’s has leased other property in Rhode Island, the
subject

property

where

the

breach

allegedly

occurred

is

located in Massachusetts.
The ultimate inquiry for this Court is a determination
of where the case should proceed to achieve convenience of
the parties and witnesses as well as to fulfill the ends of
justice.

Jackson Nat’l Life Ins. Co. v. Economou, 557 F.

Supp. 2d 216, 220 (D.N.H. 2008).
Court

that

as

this

dispute

It is the view of this

concerns

property

leased

in

Massachusetts, involves parties with only indirect ties to
the State of Rhode Island, and the principal claim is one
made under Massachusetts law, transfer of this matter to
the District of Massachusetts would more effectively serve
the ends of justice, “[t]he fundamental concern manifest in
§ 1404(a).”

U.S. ex rel. Ondis v. City of Woonsocket,

Rhode Island, 480 F. Supp. 2d 434, 436 (D. Mass. 2007).

3

Accordingly, it is hereby ORDERED that this case be
TRANSFERRED to the United States District Court for the
District of Massachusetts pursuant to 28 U.S.C. § 1404(a).

IT IS SO ORDERED.

William E. Smith
Chief Judge
Date: February 19, 2014

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