United States District Court, N.D. Illinois, Eastern Division
SAMUEL DER-YEGHIAYAN, District Judge.
This matter is before the court on Defendants' motion to transfer. For the reasons stated below, the motion to transfer  is denied.
Plaintiff Trident Industries, LLC (Trident) is allegedly a high-technology designer, manufacturer, distributor, and seller of composite utility poles and related products and equipment. Defendant Lee Green (Green) is allegedly the President of Defendant Machine Products, Inc. (MPI). In 2012, Green allegedly approached Trident and proposed that MPI become a manufacturer and supplier of utility poles and tools to Trident. According to Trident, Green gave certain false assurances to Trident regarding meeting specification and deadlines, and based on such assurances, Trident agreed to hire MPI, pursuant to the terms of a Master Agreement (Master Agreement). Trident alleges that MPI failed to meet its obligations under the Master Agreement by failing to manufacture and deliver products as required under the terms of the Master Agreement, overcharging Trident for labor, misusing Trident's payments for personal uses, and improperly threatening to shut down the manufacturing facility and deny Trident access to the facility. Trident claims that it notified MPI that its alleged non-compliance with the terms of the Master Agreement was placing in jeopardy the commitments from some of Trident's largest customers and was preventing Trident from expanding its business. On February 28, 2014, afer months of alleged non-compliance by MPI, Trident allegedly notified MPI that is was terminating the Master Agreement consistent with the termination provisions in that agreement.
Trident includes in its complaint a breach of contract claim brought against MPI (Count I), a breach of implied covenant of good faith and fair dealing claim brought against MPI (Count II), fraud claims brought against MPI and Green (Count III), conversion claims brought against MPI and Green (Count IV), negligence claims brought against MPI and Green (Count V), accounting claims brought against MPI and Green (Count VI), and constructive trust claims brought against MPI and Green (Count VII). Green filed a motion to dismiss contending that he was not subject to personal jurisdiction in Illinois, and on October 27, 2014, this court denied the motion to dismiss, finding in part that Green purposefully contacted individuals in Illinois as part of his alleged tortious conduct. Defendants now move to transfer the instant action.
A district court may transfer an action to another district where the action might have been brought pursuant to 28 U.S.C. § 1404(a) (Section 1404(a)) "[f]or the convenience of parties and witnesses, " and if it is "in the interest of justice...." 28 U.S.C. § 1404(a). In order to transfer a case, the transferor court must first find that: (1) venue is proper in the transferor district, see Coffey v. Van Dorn Iron Works, 796 F.2d 217, 219 (7th Cir. 1986)(stating that a court "in which a suit is filed with proper venue" may transfer an action pursuant to § 1404(a)), and (2) venue is proper in the transferee district. See 28 U.S.C. § 1404(a)(stating that transfer can only be made to a district in which the action "might have been brought").
Defendants move to transfer the instant action to the United States District Court for the Eastern District of Texas, Sherman Division (Texas District). The parties have not disputed that the Northern District of Illinois and the Texas District are proper venues. (Mot. 8); (Ans. 12).
I. Trident's Choice of Forum
Trident argues that its choice of forum is entitled to deference. In considering whether to transfer an action, the court should "give some weight to the plaintiff's choice of forum." Federal Deposit Ins. Corp. v. Citizens Bank & Trust Co. of Park Ridge, Ill., 592 F.2d 364, 368 (7th Cir. 1979); see also In re National Presto Industries, Inc., 347 F.3d 662, 664 (7th Cir. 2003)(stating that "unless the balance is strongly in favor of the defendant, the plaintiff's choice of forum should rarely be disturbed'")(quoting in part Gulf Oil Corp. v. Gilbert, 330 U.S. 501, 508 (1947)). Trident's choice of forum in Illinois, where Defendants allegedly reached out to conduct business and harm Trident, is entitled to significant deference. The court must consider Trident's choice to litigate in Illinois as opposed to the distant locale in the Texas District. It is also important to note that in entering into the Master Agreement with Defendants, Trident sought to protect itself from being forced to litigate in Texas as to breaches of the Master Agreement by the inclusion of a forum-selection clause in the Master Agreement providing that all of the parties to the Master Agreement will submit to the exclusive jurisdiction of the federal and state courts in Cook County, Illinois.
II. Convenience of Parties and Witnesses
Defendants argue that the convenience of the parties and witnesses would be best served by a transfer of the ...