United States District Court, D. Delaware
NOW, this 8th day of September 2017, upon considering
Defendants' Motion to dismiss or transfer (ECF Doc. No.
12), Plaintiffs Opposition (ECF Doc. No. 16), Defendants'
Reply (ECF Doc. No. 19) and finding we lack venue but the
parties may proceed in the Western District of Louisiana, it
is ORDERED the Defendants' Motion based on improper venue
(ECF Doc. No. 12) is GRANTED and the Clerk of Court shall
forthwith transfer this matter to the Clerk of Court for the
United States District Court for the Western District of
Louisiana, Lafayette Division and close this case in this
in Delaware but headquartered and managed in Georgia,
Advanced Reimbursement Management LLC sues Louisiana citizens
Clay Plaisance and his companies TKC Works LLC, and TKC
Plaisance LLC for allegedly breaching restrictive covenants
in an asset purchase agreement and consulting agreement
signed by Advanced and Mr. Plaisance. The only connection to
this District is Advanced is formed as a limited liability
company under Delaware law and its two agreements with Mr.
Plaisance have forum selection clauses consenting to
jurisdiction here.Advanced's theories do not involve
Plaisance and his companies move to dismiss for lack of
personal jurisdiction and lack of venue. While Advanced may
have the better of the argument on personal jurisdiction over
at least Mr. Plaisance under the forum selection clause, it
has not shown a basis for venue under 28 U.S.C. §
1391(b) in this District.
§ 1391(b), venue is proper only where: (1) a defendant
resides, if all the defendants reside in the same state; (2)
a substantial part of events or omissions occurred, or a
substantial part of property at issue is located; or (3) a
defendant is subject to the court's personal
jurisdiction, if there is no district satisfying either of
the other two requirements. Mr. Plaisance, TKC Works and TKC
Plaisance are Louisiana citizens. Advanced does not allege
substantial events, omissions, or property at issue within
Delaware. Section 1391 is not satisfied here, and
venue here is improper. Advanced's reliance on the forum
selection clause to establish venue is misplaced. The forum
selection clause does not affect our analysis of proper venue
under 1391(b) and transfer under 28 U.S.C. §1406:
"[w]hether the parties entered into a contract
containing a forum-selection clause has no bearing on whether
a case falls into one of the categories of cases listed in
venue, we transfer to the Western District of Louisiana with
undisputed venue and personal jurisdiction. There is sound
prudential justification for us to consider venue without
first addressing personal jurisdiction, as the issue of venue
elect to transfer rather than dismiss. Advanced can seek its
remedies in the Western District of Louisiana, and in the
interest of justice, we transfer under § 1406(a) to the
District with proper venue.
ECF Doc. No. l, p. 2-3.
ECF Doc. No. l, p. 2-3.
ECF Doc. No. 1.
 28 U.S.C. § 1391(b).