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June 5, 1998


The opinion of the court was delivered by: BUCKLO


 On June 23, 1997, the plaintiff, United Airlines, Inc. ("United"), filed suit against the defendants, Mesa Airlines, Inc. ("Mesa") and WestAir Commuter Airlines, Inc. ("WestAir"). Mesa and WestAir move to transfer the case to the Central District of California pursuant to 28 U.S.C. § 1404(a). For the reasons set forth below, the motion is denied.


 United entered into written agreements with Mesa and WestAir on February 15, 1990 and May 28, 1992 respectively for the provision of scheduled air transportation services in certain areas of the United States under the service mark "United Express" (hereinafter the "Mesa Agreement" and the "WestAir Agreement" or the "Agreements"). Both Agreements have been amended by subsequent letter agreements. These Agreements are at the center of the dispute between United and Mesa and WestAir.

 In Count I, United alleges that the WestAir Agreement granted it the right to "increase, decrease, or in any way adjust the flight frequencies, or markets, or both" for which WestAir would provide United Express service. (Am. Compl. P 11). WestAir denies that United is authorized to terminate its service to certain city pairs in California. United seeks a declaratory judgment of the parties' contractual rights. In Count II, United alleges that Mesa breached the Mesa Agreement by failing to provide the contractually-required level of service in certain cities, including Alamosa and Pueblo, Colorado; Amarillo, Lubbock, and Midland, Texas; Farmington, New Mexico; Cody, Gillette, Laramie, and Sheridan, Wyoming; and Rapid City, South Dakota. It terminated the contract with Mesa and seeks damages for breach in excess of $ 75,000.

 WestAir counterclaims alleging that United wrongfully terminated WestAir's service to certain cities in violation of the WestAir Agreement, breached its obligation to negotiate and act in good faith, and breached its fiduciary duties. Mesa also counterclaims alleging breach of good faith obligations, wrongful termination, improper termination, breach of contract, fraud, and breach of fiduciary duties. Additionally, both defendants filed suit in the Central District of California on March 6, 1998 against United and SkyWest Airlines, Inc. ("SkyWest") (the "California Action"). Mesa's and WestAir's claims against United in the California Action are identical to their counterclaims against United in this action. Their claims against SkyWest are for intentional interference with their contracts with United.

 Motion to Change Venue

 Under § 1404(a), a court may transfer a case if the moving party shows that: (1) venue was proper in the transferor district, (2) venue and jurisdiction would be proper in the transferee district, and (3) the transfer will serve the convenience of the parties and the witnesses as well as the interests of justice. Rohde v. Central R.R. of Ind., 951 F. Supp. 746, 747 (N.D. Ill. 1997). Neither party has argued that the first two elements have not been satisfied. Hence, I will focus my analysis on which forum best serves the convenience of the parties and the witnesses and is in the interests of justice.

 A. Considerations of Convenience

 Mesa and WestAir, as the moving parties, bear the burden of demonstrating that the "transferee forum is clearly more convenient" than the transferor forum. Heller Fin., Inc. v. Midwhey Powder Co., 883 F.2d 1286, 1293 (7th Cir. 1989) (citing Coffey v. Van Dorn Iron Works, 796 F.2d 217, 219-220 (7th Cir. 1986)). Considerations include the plaintiff's choice of forum, the convenience of the witnesses and parties, the situs of material events, and the location of documents and sources of proof. H.B. Sherman Mfg. Co. v. Rain Bird Nat'l Sales Corp., 979 F. Supp. 627, 629 (N.D. Ill. 1997); Chemical Waste Management, Inc. v. Sims, 870 F. Supp. 870, 876 (N.D. Ill. 1994). Because each case requires an individualized balancing of the factors involved, the decision to transfer is committed to the discretion of the court. Coffey, 796 F.2d at 219.

 1. Plaintiff's Choice of Forum

 The plaintiff's choice of forum is entitled to substantial weight under § 1404(a), especially if it is the plaintiff's home forum. Chemical Waste, 870 F. Supp. at 876. Indeed, the balance must weigh strongly in the defendant's favor before a plaintiff's choice of forum will be disturbed. Id. Thus, the fact that United has brought this action in the Northern District of Illinois, its principal place of business and its base of operations, weighs heavily against transfer.

 Mesa and WestAir nevertheless contend that United's choice of forum should not be given deference since this forum lacks significant contact with this case. *fn1" United, however, is based in this district and has its principal place of business in this district. The Mesa and WestAir Agreements were negotiated in this district and are subject to Illinois law. *fn2" United seeks to adjudicate its rights under the Agreements. Every counterclaim that Mesa and WestAir assert is either a breach of the Agreements, a breach of duties arising from the Agreements, or fraud in the inducement to sign the Agreements. The resolution of this dispute thus requires an investigation into the formation of the Agreements, an interpretation of those Agreements, and a determination as to breach, all under Illinois law. Additionally, other states have an interest in this case including California, Colorado, New Mexico, Texas, South Dakota, and Wyoming where there are disputes over the services provided pursuant to the Agreements. Based on these facts, I cannot say that this district lacks ...

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