United States District Court, N.D. Illinois, Eastern Division
MEMORANDUM OPINION AND ORDER
S. Shah United States District Judge.
Bartlett alleges that his brother James Bartlett-along with
James's wife, son, and two employees-participated in a
racketeering scheme to set up cash-lending stores that
siphoned business and resources away from the brothers'
co-owned cash-lending stores. Defendants move to dismiss the
complaint for improper venue under Federal Rule of Civil
Procedure 12(b)(3) or, in the alternative, to transfer the
case under 28 U.S.C. § 1406, to dismiss the complaint
for failure to state a claim under Rule 12(b)(6), and to stay
the case under the Colorado River abstention
doctrine. For the following reasons, the motions are granted
in part. This case is transferred to the Southern District of
considering a motion to dismiss, a district court ordinarily
assumes the truth of all well-pleaded allegations in the
plaintiff's complaint. Deb v. SIRVA, Inc., 832
F.3d 800, 808 (7th Cir. 2016). But in considering a motion to
dismiss for improper venue under Rule 12(b)(3), the district
court assumes the truth of the allegations in the
plaintiff's complaint unless contradicted-at that point,
a district court may look beyond the pleadings to determine
whether the chosen venue is appropriate. Id. at 809.
Once the defendant has submitted affidavits or other evidence
in opposition, the plaintiff must go beyond the pleadings and
submit affirmative evidence supporting the exercise of
jurisdiction. Purdue Res. Found. v. Sanofi-Synthelabo,
S.A., 338 F.3d 773, 783 (7th Cir. 2003). When a
defendant challenges venue, the plaintiff bears the burden of
establishing proper venue. See Grantham v. Challenge-Cook
Bros., 420 F.2d 1182, 1184 (7th Cir. 1969).
Bartlett's complaint alleges that he and his brother
James Bartlett jointly own American Cash Loans, LLC, and B
& B Investment Group, Inc. As relevant here, James
manages four cash-lending stores in New Mexico. (American
Cash Loans owns three stores, and B & B Investment owns
one.) Mark alleges that in 2014, James-along with James's
wife Denise, son Evan, and employees Anoosh Motamedi and Mark
Keenan-set up rival cash-lending stores in New Mexico and
siphoned business and resources away from the brothers'
co-owned stores. Mark brings claims against all defendants
under the Racketeer Influenced and Corrupt Organizations Act,
18 U.S.C § 1962(c).
not the first lawsuit to arise out of the brothers' joint
business ownership. In early 2015, Mark brought suit against
James in Florida state court, alleging that James breached
the brothers' business agreement and his fiduciary duties
by failing to transfer funds from the cash-lending stores to
Mark. See [8-1].Several months later, Mark asserted
similar claims against James in New Mexico state court (in
two consolidated cases). See [12-5]; [12-6]; [12-7];
[14-5]; [23-1]. The Florida court stayed proceedings pending
completion of the New Mexico litigation and then dismissed
the case without prejudice. [12-8];  at 2. The New Mexico
litigation remains pending. Mark brought this suit in federal
court in June 2016. .
complaint alleges that venue is proper in the Northern
District of Illinois under 18 U.S.C. § 1965
“because Jim owns Loan Stores and an internet lending
company in this district, lends to customers who reside in
this district, and has employees in this district.” 
¶ 9. The complaint is silent on the propriety of venue
as to the remaining defendants, but in the jurisdictional
section, it alleges that Evan, Motamedi, and Keenan reside in
Illinois and that Mark, James, and Denise reside in Florida.
According to the complaint, James and Denise maintain a home
in Illinois and James also maintains business headquarters in
Illinois.  ¶¶ 11-16.
defendants submitted affidavits in support of their motion to
dismiss for improper venue. According to these affidavits,
Keenan and Motamedi reside in Edwardsville, Illinois
(approximately 30 miles from St. Louis, Missouri) and, since
2014, each has worked out of offices located approximately 30
miles from St. Louis. [12-2]; [12-3]. They have no agents or
employees in the Northern District of Illinois. James,
Denise, and Evan Bartlett reside in Florida, although James
and Denise also have a home in Edwardsville, Illinois.
[12-1]; [25-1]; [25-2]. Evan works both in Florida and in
Illinois (approximately 30 miles from St. Louis), and when in
Illinois, he stays at his parents' home. [25-2]. James
acknowledges his joint ownership of American Cash Loans and B
& B Investment Group, but states that his other
businesses (named AAA Community Finance I and II, and which
are unrelated to the current lawsuit) permanently closed
their offices in upstate Illinois in July and August 2016 and
that, since August 2016, he has no agents or employees north
of Bethalto, Illinois (approximately 30 miles outside of St.
response to the motions to dismiss, Mark submitted B & B
Investment Group's corporate filings with the state of
Illinois, which state that its place of business is in Elgin,
Illinois, and that it had a registered agent in Elgin,
Illinois. [20-1]; [20-2]. Mark also submitted a website
printout for AAA Community Finance, which indicates that it
has a branch near Rockford, Illinois. [20-3].
move to dismiss Mark's complaint under Rule 12(b)(3),
arguing that venue is improper under either the general venue
statute for federal question cases, 28 U.S.C. § 1391, or
the under RICO's venue provisions, 18 U.S.C. § 1965.
In the alternative to dismissal of the complaint, defendants
seek a transfer (under 28 U.S.C. § 1406(a)) to the
Southern District of Illinois, where defendants concede that
venue is proper. See  at 1, 7, 15;  at 1, 8.
In response, Mark argues that James waived venue by moving to
disqualify Mark's counsel before moving to dismiss based
on improper venue. Mark maintains that venue is proper under
§ 1391 because his RICO claim alleges damage to his
proprietary interest in an Illinois corporation (B & B
Investment Group) and under § ...