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W. R. Berkley Corp. v. Niemela

United States District Court, D. Delaware

September 15, 2017

W.R. BERKLEY CORPORATION, Plaintiffs,
v.
JASON R. NIEMELA, Defendant.

          MEMORANDUM

         I. INTRODUCTION

         On January 11, 2017, plaintiff, W.R. Berkley Corporation ("Berkley"), initiated the instant action against Jason R. Niemela ("Niemela"). (D.I. 1.) Berkley seeks to enforce the express terms of restricted stock unit agreements with Niemela. (Id. ¶ 1.) Presently before the court is Niemela's Motion to Transfer this action to the Central District of California pursuant to 28 U.S.C. § 1404(a), (D.I. 7.) For the reasons that follow, the court will deny Niemela's Motion to Transfer.

         II. BACKGROUND

         As described in the Complaint and the parties' briefing, Berkley is a property and casualty insurance holding company incorporated under the laws of Delaware with its principal place of business in Greenwich Connecticut. (D.I. 1, ¶ 2.) Berkley operates in two segments of the insurance business: insurance and reinsurance. (Id.) One operating unit of Berkley's subsidiaries is Berkley Aviation. (Id.) Berkley Aviation hired Niemela in 2005 as its President. (D.I. 1, ¶ 8.) Niemela resides in Santa Barbara, California. (D.I. 1, ¶ 3.) Between January 9, 2006 and July 19, 2010 Niemela entered into three Restricted Stock Unit Agreements ("RSUs") with Berkley in exchange for shares of stock. (D.I. 1, ¶ 12-14.) Around January 1, 2011, Niemela entered into the LTIP Agreement with Berkley and received $297, 930.00 in cash. (D.I. 1, ¶ 16.) The RSUs provide that if Niemela breaches, the RSUs shall be construed and interpreted in accordance with the laws of the State of Delaware, without regard to principles of conflicts of law thereof. Similarly, the LTIP shall be construed and interpreted in accordance with the laws of the State of Delaware, excluding any conflicts and choice of law rules or principles. (Id. at ¶ 17, 20-21.)

         III. STANDARD OF REVIEW

         Under 28 U.S.C. § 1404(a), a district court has "broad discretion to determine, on an individualized, case-by-case basis, whether the convenience and fairness considerations weigh in favor of transfer."[1] Jumara v. State Farm Ins. Co., 55 F.3d 873, 883 (3d Or. 1995). The court engages in a two-step inquiry. It first determines whether the action could have been brought originally in the proposed transferee forum and then asks whether transfer would best serve the convenience of the parties and witnesses as well as the interests of justice. Smart Audio Techs., LLC v. Apple, Inc., No. 12-134-GMS, 2012 WL 5685742, at *1 (D. Del. Nov. 16, 2012). It is the defendant's responsibility to demonstrate that transfer is appropriate at each step, Jumara, 55 F.3d at 879-80, and, "unless the balance of convenience of the parties is strongly in favor of defendant, the plaintiffs choice of forum should prevail." Shutte v. Armco Steel Corp., 431 F.2d 22, 25 (3d Cir. 1970); see also Smart Audio Techs., 2012 WL 5865742, at *3.

         Where contracting parties have specified a forum in which they will litigate all disputes arising from their contract, "federal courts must honor the forum-selection clause '[i]n all but the most unusual cases." In re: Howmedica Osteonics Corp, No. 16-3682, 2017 WL 3482039, at *1(3d Cir. Aug. 15, 2017) (citing Atl. Marine Construction Co. v. U.S. District Court, __ U.S. __, 134 S.Ct. 568, 583 (2013)).

         IV. DISCUSSION

         The court may only transfer an action to a "district or division where it might have been brought." 28 U.S.C. § 1404(a). The parties do not dispute that the plaintiffs' lawsuit could have originally been filed in the Central District of California. As such, the court presumes venue there would be proper and proceeds to the second step.

         a. Jumara Analysis

         The court next must consider whether transfer to the Central District of California would serve the interests of convenience and justice. In the Third Circuit, this requires an individualized analysis, considering the various private and public interests guarded by § 1404(a). See Jumara, 55 F.3d at 879. To this end, the court does not apply any "definitive formula" but, instead, considers each of these "Jumara factors" on a case-by-case basis. See Id. The private interests may include:

plaintiffs forum preference as maintained in the original choice; the defendant's preference; whether the claim arose elsewhere; the convenience of the parties as indicated by their relative physical and financial condition; the convenience of the witnesses-but only to the extent that the witnesses may actually be unavailable for trial in one of the fora; and the location of books and records (similarly limited to the extent that the files could not be produced in the alternative forum).

Id. The public interests may include:

the enforceability of the judgment: practical considerations that could make the trial easy, expeditious, or inexpensive; the relative administrative difficulty in the two fora resulting from court congestion; the local interest in deciding local controversies at home; the public policies of the fora; and the familiarity of the trial judge with the applicable state law in diversity cases.

Id. at 879-80. The court will address each of the disputed Jumara factors in turn.

         1. Private ...


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