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Blossom Growth Partners, LLC v. Link Snacks, Inc.

United States District Court, N.D. Illinois, Eastern Division

June 25, 2015

BLOSSOM GROWTH PARTNERS, LLC, Plaintiff,
v.
LINK SNACKS, INC. d/b/a JACK LINK'S, Defendant.

MEMORANDUM OPINION AND ORDER

MANISH S. SHAH, District Judge.

Blossom Growth Partners, LLC is a consulting firm based in Chicago. It performed consulting services for Link Snacks, Inc. (which operates as "Jack Link's"-the name used in the parties' briefs and this opinion). Contending that it was not paid in full for its work, Blossom brought claims against Jack Link's for breach of contract, unjust enrichment, and quantum meruit. Jack Link's moves to dismiss the complaint for improper venue, or in the alternative to transfer this case to the District of Minnesota. For the reasons below, that motion is denied.

I. Legal Standards

Where the sole defendant is a corporation, venue is proper if either: (1) the defendant is subject to this court's personal jurisdiction; or (2) a substantial part of the events or omissions giving rise to this suit occurred in this district. 28 U.S.C. §§ 1391(b)(1)-(2), (c)(2).[1] In deciding a motion to dismiss for improper venue, allegations in the complaint are taken as true, the court may consider materials outside the pleadings, and all reasonable inferences are drawn in the plaintiff's favor. See Faulkenberg v. CB Tax Franchise Sys., LP, 637 F.3d 801, 806, 809-10 (7th Cir. 2011). If venue is improper, the court "shall dismiss, or if it be in the interest of justice, transfer such case to any district or division in which it could have been brought." 28 U.S.C. § 1406.

Even if venue is proper, the court can transfer the case to another district in which venue is also proper. 28 U.S.C. § 1404(a); Research Automation, Inc. v. Schrader-Bridgeport Int'l, Inc., 626 F.3d 973, 977 (7th Cir. 2010). The ultimate question is "whether, on balance, a transfer would serve the convenience of parties and witnesses and otherwise promote the interest of justice." Atl. Marine Constr. Co. v. United States Dist. Court, 134 S.Ct. 568, 581 (2013). The party seeking transfer bears the burden of persuasion. Coffey v. Van Dorn Iron Works, 796 F.2d 217, 219-20 (7th Cir. 1986)). "[W]hen the inconvenience of the alternative venues is comparable there is no basis for a change of venue[.]" In re Nat'l Presto Indus., 347 F.3d 662, 665 (7th Cir. 2003). That is, "unless the balance is strongly in favor of the defendant, the plaintiff's choice of forum should rarely be disturbed." Id. at 663-64 (quoting Gulf Oil Corp. v. Gilbert, 330 U.S. 501, 508 (1947)).

II. Analysis

A. Venue is proper in this district.

Because Jack Link's is a corporate defendant, and is the sole defendant, venue is proper if Jack Link's is subject to this court's personal jurisdiction. 28 U.S.C. §§ 1391(b)(1), (c)(2). Jack Link's is subject to this court's personal jurisdiction-it has not argued otherwise and has therefore waived any objection. Fed.R.Civ.P. 12(h)(1)(A); BouMatic, LLC v. Idento Operations, BV, 759 F.3d 790, 793 (7th Cir. 2014).[2] Further, Blossom specifically argued that venue was proper because Jack Link's is subject to this court's personal jurisdiction ([25] at 5-7), and Jack Link's did not substantively respond.[3] In similar circumstances, courts in this district have found venue to be proper. Imperial Crane Servs., Inc. v. Cloverdale Equip. Co., 2013 U.S. Dist. LEXIS 157467, *14 n.7 (N.D. Ill. 2013); XPO Logistics, Inc. v. Gallatin, 2013 U.S. Dist. LEXIS 103322, *15-16 (N.D. Ill. 2013). Because Jack Link's is subject to this court's personal jurisdiction in this suit, venue is proper under 28 U.S.C. §§ 1391(b)(1) and (c)(2).

Venue is also proper under 28 U.S.C. § 1391(b)(2) because "a substantial part of the events or omissions giving rise to the claim occurred" here. In arguing to the contrary, Jack Link's focuses on the events that occurred in Minneapolis. [16] at 5. But "[v]enue may be proper in more than one court." Armstrong v. Lasalle Bank Nat'l Ass'n, 552 F.3d 613, 617 (7th Cir. 2009). The test "is not whether a majority of the activities pertaining to the case were performed in a particular district, but whether a substantial portion of the activities giving rise to the claim occurred in a particular district." Allstate Life Ins. Co. v. Stanley W. Burns, Inc., 2015 U.S. Dist. LEXIS 20905, *15 (N.D. Ill. 2015) (emphasis added, internal marks omitted). Accordingly, the proper focus is on the events that took place in Illinois, not those that took place in Minneapolis.

In a breach-of-contract action, relevant activities include performance, payment, breach, and contract-related communications. Id. at *15-16. Blossom was to be paid in Illinois. [33] at 3. Alone, payment (or non-payment) in Illinois might not establish venue.[4] But the contract was also partially performed in Illinois. [33] at 2-3.[5] The combination of non-payment and partial performance in Illinois makes venue proper. See Elorac, Inc. v. Sanofi-Aventis Canada Inc., 2014 U.S. Dist. LEXIS 175334, *41-42 (N.D. Ill. 2014) ("In contract cases, courts have held that contemplated contractual performance and payment or non-payment of money are significant events providing a basis for venue in the district."); Prof'l LED Lighting, Ltd. v. Aadyn Tech., LLC, 2014 U.S. Dist. LEXIS 163856, *23-26 (N.D. Ill. 2014) (venue proper in Illinois where defendants knew that plaintiffs lived in Illinois at the time of contracting and contemplated that some relevant work would be done in Illinois).

Accordingly, under 28 U.S.C. §§ 1391(b)(1) and (c)(2), and also under § 1391(b)(2), venue is proper in this court.

B. Jack Link's has not shown that transfer is appropriate.

Jack Link's asks that this case be transferred to the District of Minnesota. It asserts that venue is proper there because a substantial part of the events or omissions giving rise to this suit occurred there. Blossom does not argue otherwise. Accordingly, the relevant considerations are the convenience of parties ...


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