United States District Court, D. Delaware
W.R. BERKLEY CORPORATION, Plaintiffs,
JASON R. NIEMELA, Defendant.
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.
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.)
STANDARD OF REVIEW
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." 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.
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)).
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
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.