United States District Court, N.D. Illinois, Eastern Division
TRUE BRANCHES, LLC and OLUWATOYIN ADERONKE KOLAWOLE, Plaintiffs,
21ST CENTURY TECHNOLOGIES LIMITED, OBAOJA NIGERIA LIMITED, and WALE AJISEBUTU, Defendants.
MEMORANDUM OPINION AND ORDER
JOHN W. DARRAH, District Judge.
Plaintiffs True Branches, LLC ("True Branches") and Oluwatoyin Aderonke Kolawole (collectively, "Plaintiffs") filed a Complaint in the Circuit Court of the Twelfth Judicial Circuit, Will County, Illinois, against Defendants 21st Century Technologies Limited ("21st Century"), Obaoja Nigeria Limited ("Obaoja"), and Wale Ajisebutu (collectively, "Defendants"), alleging three causes of action: (I) breach of contract; (II) conversion; and (III) fraud. The case was removed to the Northern District of Illinois for diversity. Defendants move to dismiss, pursuant to Federal Rules of Civil Procedure 12(b)(2), 12(b)(5), and 12(b)(6), as well as under the doctrine of forum non conveniens. Alternatively, Defendants move to stay the case. For the reasons provided below, this Motion is granted.
True Branches is an Illinois limited liability company that purchases wholesale goods in the United States and ships them to Nigeria for resale, with its principal place of business in North Aurora, Illinois. (Compl. ¶¶ 1, 2, 13.) To facilitate its business, True Branches keeps an office and warehouse in Illinois, as well as an office and warehouse in Nigeria. (Compl. ¶ 12.) Kolawole is a resident of Illinois and managing member of True Branches. (Compl. ¶¶ 3, 4.) 21st Century and its subsidiary, Obaoja, are both Nigerian companies maintaining their principal places of business in Lagos, Nigeria. (Compl. ¶¶ 5, 6, 7.) Ajisebutu is a resident of Lagos, Nigeria and is the Director of Obaoja and Chairman and CEO of 21st Century. (Compl. ¶ 8.)
In November 2012, Ajisebutu, on behalf of 21st Century, proposed to acquire True Branches. (Compl. ¶ 14.) The parties agreed that 21st Century would pay Kolawole $400, 000.00 and make her the CEO of Obaoja, with an eight to ten percent ownership share of Obaoja. (Compl. ¶ 15.)
In or around December 2012, the parties executed an acquisition letter of intent. (Compl. ¶ 16.) Immediately thereafter, True Branches transferred to Obaoja a substantial portion of its assets, including $100, 000 of inventory, a database of information related to over 12, 000 customers, and various intellectual property. (Compl. ¶ 18.) Additionally, the parties merged their record keeping, banking activities, and cash, and True Branches employees began working for Obaoja. (Compl. ¶¶ 19, 20.) Obaoja was to pay all rents and employee salaries, beginning January 1, 2013. (Compl. ¶24.)
On behalf of Obaoja, Ajisebutu began to contact the customers from True Branches' database, representing Obaoja as a company with offices and warehouses in Illinois and Nigeria. (Compl. ¶¶ 21, 23.) However, Ajisebutu and Obaoja failed to pay any of the $400, 000.00 owed to Kolawole, or to reimburse True Branches for $95, 513.33 in American employee salaries, $40, 500 in Nigerian salaries, or $33, 339.00 in rent, all paid by True Branches between January 1, 2013 and July 31, 2013. (Compl. ¶¶ 26-30.)
Kolawole inquired of Ajisebutu multiple times whether he intended to pay the amounts agreed in the acquisition agreement. (Compl. ¶ 33.) In an email dated May 24, 2013, Ajisebutu assured Kolawole that he was not backing out of the acquisition agreement. (Compl. ¶ 34.) Yet, around the same time, Kolawole learned that Ajisebutu had formally registered Obaoja, listing himself and Chineme Onuoha as the only directors. (Compl. ¶ 37.)
Beginning July 15, 2013, the parties initiated informal arbitration, participation in which required Kolawole to travel to Nigeria three times. (Compl. ¶¶ 38, 39.) On August 8, 2013, Ajisebutu made clear his intent to discontinue arbitration and stopped responding to Kolawole's communications. (Compl. ¶¶ 41, 42.)
On September 16, 2013, Plaintiffs filed the instant complaint in the Circuit Court of the Twelfth Judicial Circuit, Will County, Illinois. (Dkt. No. 1.) In or around October 2013, Ajisebutu and Obaoja filed a mirror image suit in the High Court of Lagos State. (Defs.' Mot. to Dismiss, Ex. A, 3.)
The doctrine of forum non conveniens "allows a trial court to dismiss a suit over which it would normally have jurisdiction if it best serves the convenience of the parties and the ends of justice." Clerides v. Boeing Co., 534 F.3d 623, 627-28 (7th Cir. 2008) (quoting In re Bridgestone/Firestone, Inc., 420 F.3d 702, 703 (7th Cir. 2005)). The trial court is afforded discretion when a chosen forum would cause "oppressiveness and vexation to a defendant" or "affect the court's own administrative or legal problems, " but should rarely disturb a plaintiff's choice of forum. Piper Aircraft Co. v. Reyno, 454 U.S. 235, 241 (1981). Indeed, the defendant bears a heavy burden when attempting to overcome the presumption in favor of plaintiff's choice of forum, especially when that choice is the plaintiff's home forum. Sinochem Int'l Co. Ltd. v. Malaysia Int'l Shipping Corp., 549 U.S. 422, 430 (2007).
Yet, convenience is the goal of forum non conveniens, and "[t]he demands of a global economy require that American courts be amenable to permitting litigation that can be handled much more efficiently in foreign forums to be sent to those forums." U.S.O. Corp. v. Mizuho Holding Co., 547 F.3d 749, 752 (7th Cir. 2008). Therefore, the court should engage in a two-step inquiry: determining first whether an adequate alternative forum is available and, if so, which forum ...