United States District Court, D. Maine
ORDER ON MOTION TO TRANSFER VENUE
Z. SINGAL UNITED STATES DISTRICT JUDGE.
the Court is Defendant's Motion to Transfer Venue (ECF
No. 11), which seeks to transfer this case to the Southern
District of New York for referral to that District's
Bankruptcy Division. For the reasons explained herein, the
Court DENIES the Motion.
28 U.S.C. § 1404(a), a district court may “[f]or
the convenience of parties and witnesses, in the interest of
justice . . . transfer any civil action to any other district
or division where it might have been
brought.” This statute “is intended to place
discretion in the district court to adjudicate motions for
transfer according to an ‘individualized, case-by-case
consideration of convenience and fairness.'”
Stewart Org., Inc. v. Ricoh Corp., 487 U.S. 22, 29
(1988) (quoting Van Dusen v. Barrack, 376 U.S. 612,
622 (1964)). In the exercise of that discretion, courts in
the First Circuit consider not only “the convenience of
parties and witnesses, ” but also “the
availability of documents; the possibility of consolidation;
and the order in which the district court obtained
jurisdiction.” Coady v. Ashcraft & Gerel,
223 F.3d 1, 11 (1st Cir. 2000) (citing Cianbro Corp. v.
Curran-Lavoie, Inc., 814 F.2d 7, 11 (1st Cir. 1987));
see Ahmed v. Mohammad, No. 08-257-P-H, 2008 WL
4457866, at *3 (D. Me. Oct. 1, 2008) (discussing other
factors relevant to the interest of justice). No. single
factor is determinative in the transfer analysis. Ashmore
v. Northeast Petroleum Div. of Cargill, Inc., 925
F.Supp. 36, 38 (D. Me. 1996).
burden of proof rests with the party seeking transfer”
and “there is a strong presumption in favor of the
plaintiff's choice of forum.” Coady, 223
F.3d at 11. “The evidence presented by Defendant must
weigh heavily in favor of transfer before this Court will
disturb” that choice, “especially” where,
as here, “this forum is Plaintiff's home
forum.” Demont & Assocs. v. Berry, 77
F.Supp.2d 171, 173 (D. Me. 1999); see Mercier v. Sheraton
Intern., Inc., 981 F.2d 1345, 1354 (1st Cir. 1992)
(noting that “the trial court must favor the
plaintiff's choice of forum: ‘unless the balance is
strongly in favor of the defendant, the plaintiff's
choice of forum should rarely be disturbed'”)
(quoting Gulf Oil Corp. v. Gilbert, 330 U.S. 501,
Enercon Technologies (“Enercon”) is an electronic
manufacturing services provider with its principle place of
business in Gray, Maine. Defendant Flextronics International
USA, Inc. (“Flextronics”) is a corporation with
its principle place of business in San Jose, California. On
October 23, 2014, Enercon entered into a Supply Agreement
(“Agreement”) with a company called PVT Solar
(“PVT”). Under that Agreement, PVT could place
orders with Enercon to manufacture and deliver products based
on PVT's specifications. Once PVT placed an order, it
retained the ability under the Agreement to cancel, modify,
or defer that order, subject to certain conditions. For
example, if PVT decided to cancel an order it would be
required to “[p]ay for all Work In Process and Raw
Material inventory.” (Ex. 1 to Pl.'s Opp. to
Def.'s Mot. (ECF No. 17-1), PageID # 799.) Likewise, if
it deferred an order past specified deadlines, it would incur
carrying costs for any inventory purchased to fulfill that
order. (See id.)
April 21, 2016, PVT filed for Chapter 11 bankruptcy
protection in the Southern District of New York. (Ex. G to
Def.'s Mot. (ECF No. 11-7), PageID # 755.) Prior to
PVT's filing, PVT allegedly owed Enercon $438, 634.30 for
“fulfilled orders and delivered product, ” as
well as $2.2 million for inventory purchased in response to
eleven other orders. (Compl. (ECF No. 1-1), PageID # 6-7.)
During the bankruptcy proceedings, Enercon filed a Proof of
Claim for “$438, 634.30” and PVT chose to assume
the Supply Agreement and assign it to Flextronics. (Ex. B to
Def.'s Mot. (ECF No. 11-2), PageID # 61.) As part of the
assumption and assignment process, PVT entered into an Asset
Purchase Agreement (“APA”) with Flextronics and
filed a Sale Motion asking the Bankruptcy Court to approve
the APA. The Sale Motion proposed to pay Enercon $266, 944 to
cure existing defaults (the “cure amount”). (Ex.
C. to Def.'s Mot. (ECF No. 11-3), PageID # 113, 125.) The
Bankruptcy Court approved that Motion in a Sale Order, which
specified, inter alia, that “[u]pon the payment of the
applicable Cure Amount . . . no default shall exist under the
Assigned Contracts.” (Ex. D. to Def.'s Mot. (ECF
No. 11-4), PageID # 143.)
Flextronics paid Enercon the cure amount and allegedly began
placing orders and making payments under the terms of the
Supply Agreement. The parties also allegedly began
negotiating Flextronics' use of the $2.2 million in
ordered inventory but were unable to come to an agreement.
Purportedly, at that point, Flextronics cancelled all
existing orders. Enercon then filed the operative Complaint
on June 6, 2018. Therein it claims that, following
cancellation, Flextronics breached the Supply Agreement by
refusing to compensate Enercon for, among other things, the
$2.2 million in inventory acquired to fill PVT's orders,
as well as the inventory Enercon acquired to fill
Flextronics' additional orders.
primarily contends that the interest of justice factor weighs
so strongly in favor of litigating this case in the Southern
District of New York, that transfer is warranted.
Specifically, it argues that the Bankruptcy Court is better
suited to handle this case since the adjudicator will need to
both interpret the Sale Order and resolve related bankruptcy
questions. However, upon consideration of every relevant
factor, the Court concludes that Flextronics' showing is
insufficient to overcome the presumption in favor of
Enercon's choice of forum.
the Court determines that the convenience of the parties
factor militates against transfer. Whereas Enercon is a
Maine-based company that would clearly be inconvenienced by
litigation outside of its home forum, Flextronics is a
California based company for whom Maine and New York are
comparably accessible. On balance, Maine is thus a more
convenient forum for the parties. Even if the Court accepted
Flextronics' general assertion that Maine is more
inconvenient for it than New York, this factor would still
weigh against transfer. See Banjo Buddies, Inc. v.
Renosky, 156 F.Supp. 2d, 22, 26 (D. Me. 2001) (noting
that transfer is inappropriate where “the result is
merely to shift the inconvenience from one party to the
other”) (quoting 15 Charles Alan Wright, Arthur R.
Miller, Edward H. Cooper, Federal Practice &
Procedure § 3848 (2d ed.1986)) (internal
quotation marks omitted). Next, the convenience of the
witnesses factor detracts from Flextronics' cause.
Despite its burden to do so, Flextronics has failed to
identify any witnesses or describe their potential testimony.
Munis, Inc. v. E. Orange Bd. of Water Comm'rs,
No. CIV. 02-66-P-C, 2002 WL 1162811, at *10 (D. Me. May 31,
2002), rec. dec., adopted, 2002 WL 1461850 (D. Me. July 8,
2002). Instead, it makes the self-serving assertion that New
York “must be” a convenient forum for the
non-party witnesses due to the bankruptcy proceedings.
(Def.'s Mot. at PageID # 45.) This is the type of bald
claim that weighs against transfer. See Munis, Inc.,
2002 WL 1162811, at *10 (“If a party has merely made a
general allegation that witnesses will be necessary, without
identifying them and indicating what their testimony will be
the application for transfer will be denied”) (quoting
Wright et al., at § 3851) (internal quotation marks
omitted); Shipley Co., Inc. v. Clark, 728 F.Supp.
818, 824 (D. Mass. 1990) (finding “bald
assertion” as to location of witnesses
“insufficient” on this factor).
contrast, Flextronics presents a stronger case with respect
to the “interest of justice” factor. There is no
question that the Bankruptcy Court is in a better position to
interpret its Sale Order, greatly incentivizing transfer.
See U.S. Vision, Inc. v. AS IP Holdings, Inc., No.
11-1892 (DMC)(MF), 2012 WL 243358, at *5 (D.N.J. January 25,
2012) (transferring case in part because it would be
“preferable” for bankruptcy court to interpret
its own order). However, two points temper the strength of
that proposition. First, the efficiency of this
District's docket leaves the Court unpersuaded that
transfer would produce a quicker adjudication on the merits.
See Stewart v. Manhattan Yacht Club, Inc., No.
16-CV-9764 (AJN), 2018 WL 3579849, at *6 (S.D.N.Y. July 25,
2018) (noting that “there is absolutely no doubt . . .
that the Southern District of New York is among the busiest
districts in the nation”); Ashmore, 925
F.Supp. at 39-40 (declining to transfer in part because the
District of Maine “has a very fast docket and would
bring about an earlier resolution of the matter than would
the overburdened” District of Massachusetts). Second,
although the Bankruptcy Court is better placed to do so, this
Court is still qualified to interpret the Sale Order and
resolve related bankruptcy issues. See In re JMP-Newcor
Intern., Inc., 225 B.R. 457, 462 (Bankr. N.D.Ill. 1998)
(noting that “the district judge is fully capable of
interpreting” a reorganization plan to resolve a
lawsuit). With these considerations in mind, Flextronics'
showing on this factor fails to shift the overall balance
enough to meet its heavy burden.