The opinion of the court was delivered by: Bua, District Judge.
Before the Court is defendant's motion to dismiss the complaint
pursuant to Fed.R.Civ.P. 12(b)(6), or in the alternative, to
transfer this case to the District Court of Massachusetts
pursuant to 28 U.S.C. § 1404(a). For the reasons stated herein,
defendant's motion to transfer is granted. Having determined
that a transfer of this case to the District Court of
Massachusetts is proper, the Court declines the opportunity to
consider defendant's motion to dismiss and will leave that
matter to the transferee court for its consideration.*fn1
Plaintiff Midwest Precision Services, Inc. ("Midwest") brings
this action against PTM Industries Corporation ("PTM") to
recover damages for PTM's failure to accept delivery of a
Maegerle Crushing Creep Feed Grinder ("the grinder"). Midwest
is an Illinois corporation with its principal place of business
in Roselle, Illinois. Midwest markets industrial machine tools.
PTM is a Massachusetts corporation with its principal place of
business in Westfield, Massachusetts. Federal jurisdiction is
based on diversity of citizenship, 28 U.S.C. § 1332.
In Count I of its complaint, Midwest alleges that PTM breached
an agreement between Midwest and PTM for the purchase of the
grinder. In Count II, Midwest alternatively alleges that PTM
tortiously interfered with a purchase and sale agreement
between Midwest and the Shawmut Bank of Boston, Massachusetts.
In support of its breach of contract count, Midwest alleges
that in November, 1982. PTM agreed to purchase the grinder from
Midwest for the sum of $345,500. The discussions between
Midwest and PTM personnel took place at the offices of Midwest
in Roselle, Illinois. Later, and at PTM's request, Midwest
alleges that it (1) made alterations to the grinder in order to
conform to PTM's particular needs; (2) manufactured fixtures
and tooling for use by PTM with the grinder; (3) trained PTM
employees in the operation of the grinder and (4) arranged for
the grinder to be shipped from Illinois to PTM's plant in
Midwest further alleges that prior to delivery of the grinder,
PTM and the Shawmut Bank of Boston, Massachusetts, agreed that
Shawmut Bank would purchase the grinder from Midwest and then
lease the grinder to PTM. After receiving the purchase order
for the grinder from Shawmut Bank (Complaint at Exhibit B),
Midwest delivered the grinder to PTM at its Massachusetts plant
on January 25, 1983. PTM, however, refused to accept delivery
of the grinder because it had been damaged during shipment. PTM
to accept Midwest's offer to remedy defects in the grinder.
Count II of the complaint alleges that PTM tortiously
interfered with Midwest's contractual relationship with the
Shawmut Bank by wrongfully refusing to accept delivery of the
In ruling upon a motion to transfer under 28 U.S.C. § 1404(a),
the Court may consider only undisputed facts presented to the
Court by affidavit, deposition, stipulation or other relevant
documents. Kisko v. Penn Central Transportation Co.,
408 F. Supp. 984, 986 (M.D.Pa. 1976). Mere allegations, standing
alone, cannot be taken as proof of facts alleged in support of
the motion. Id. Although the party seeking transfer bears the
burden of persuasion that transfer is proper, the burden under
§ 1404(a) is substantially less than a transfer under the
doctrine of forum non conveniens. Norwood v. Kirkpatrick,
349 U.S. 29, 75 S.Ct. 544, 99 L.Ed. 789 (1955).
Before a transfer can be made under § 1404(a), the movant must
establish that (1) venue is proper in the transferor court; (2)
venue is proper in the transferee court and (3) the transfer is
for the "convenience of parties and witnesses, in the interest
of justice." Chicago, R.I. & P.R. Co. v. Igoe, 212 F.2d 378,
379 n. 1 (7th Cir. 1954); Hess v. Gray, 85 F.R.D. 15, 24
(N.D.Ill. 1979). District courts are given broad discretion in
determining whether a transfer under § 1404(a) is proper.
Piper Aircraft Co. v. Reyno, 454 U.S. 235, 253, 102 S.Ct.
252, 264, 70 L.Ed.2d 419, (1981); Chicago, R.I. & P.R. Co. v.
Igoe, 212 F.2d 378, 379 n. 1 (7th Cir. 1954).
When federal jurisdiction is founded solely upon diversity of
citizenship, venue is proper in the judicial district where all
plaintiffs or all defendants reside, or in which the claim
arose. 28 U.S.C. § 1391(a). A corporation, for venue purposes,
is a resident of its state of incorporation, of any state where
it is licensed to do business, and of any state where it is
doing business. 28 U.S.C. § 1391(c). In this case, Midwest, the
only plaintiff, is incorporated in Illinois and doing business
in the Northern District of Illinois. PTM, the only defendant,
is incorporated and doing business in Massachusetts. The claim
arose in Massachusetts. Venue, therefore, is proper in the
transferor court (Northern District of Illinois) and the
transferee court (District of Massachusetts).
A. Convenience of the Parties
Midwest's choice of a forum is entitled to substantial weight
unless that forum lacks any significant contact with the
underlying cause of action. Cunningham v. Cunningham,
477 F. Supp. 632, 634 (N.D.Ill. 1979). Midwest is a resident of the
Northern District of Illinois and PTM is a resident of the
District of Massachusetts. Although Massachusetts clearly has a
more significant relationship to this action than Illinois, it
cannot be said at this juncture that Illinois lacks any
significant contact with the underlying cause of action. ...