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Advanced Reimbursement Management, LLC v. Plaisance

United States District Court, D. Delaware

June 17, 2019

ADVANCED REIMBURSEMENT MANAGEMENT, LLC D/B/A ADREIMA, Plaintiff,
v.
CLAY PLAISANCE, TKC WORKS, LLC F/K/A HCR HEALTHCARE RESOURCES, L.L.C., AND TKC PLAISANCE, LLC F/K/A PINNACLE HEALTHCARE GROUP OF LOUSIANA, LLC, Defendants.

          Carl D. Neff, Kasey H. DeSantis, Fox Rothschild LLP, Wilmington, DE - Attorneys for Plaintiff

          Joanna J. Cline, Christopher B. Chuff, Pepper Hamilton LLP, Wilmington, DE - Attorneys for Defendant

          MEMORANDUM OPINION

          NOREIKA, U.S. DISTRICT JUDGE:

         Before the Court is the motion (D.I. 29) of Defendants Clay Plaisance, TKC Works, LLC f/k/a HCR Healthcare Resources, L.L.C., and TKC Plaisance, LLC f/k/a Pinnacle Healthcare Group of Louisiana, LLC (collectively, “Defendants”), pursuant to 28 U.S.C. § 1404(a), to transfer this case to the Western District of Louisiana. Plaintiff Advanced Reimbursement Management, LLC d/b/a Adreima (“Plaintiff) opposes transfer. (D.I. 38). For the reasons set forth below, Defendants' motion to transfer will be denied.

         I. BACKGROUND AND PROCEDURAL HISTORY

         Plaintiff is a Delaware limited liability company with a principal place of business in Georgia and is “in the business of accounts receivable and revenue cycle management.” (D.I. 59 ¶¶ 1-2). Defendant Plaisance is a resident of Louisiana and worked as a consultant to Plaintiff from 2015 to 2017. (Id. ¶ 3). Defendants TKC Works, LLC and TKC Plaisance, LLC are Louisiana limited liability companies and are headquartered in Louisiana. (Id. ¶ 4-5).

         In 2014, Plaintiff approached Defendant Plaisance about purchasing the assets of HCR HealthCare Resources, L.L.C. and Pinnacle Healthcare Group of Louisiana, LLC (collectively, “HCR”). (Id. ¶ 13). In 2015, Plaintiff and HCR entered into an Asset Purchase Agreement, in which HCR “sold all or substantially all of their assets to [Plaintiff].”[1] (D.I. 30 at 4). In connection with the Asset Purchase Agreement, Plaintiff also entered into a Restrictive Covenant Agreement with HCR and Defendant Plaisance, a Goodwill Purchase Agreement with Defendant Plaisance, and a Consulting Agreement with CGP Management, LLC, “an entity in which [Defendant] Plaisance is a member and manager of.” (Id.).

         The Restrictive Covenant Agreement, Goodwill Purchase Agreement, and Consulting Agreement each contained non-competition and non-solicitation provisions that prohibited Defendants from competing with Plaintiff and soliciting Plaintiffs' employees. (D.I. 38 at 4-5; see also D.I. 59 ¶¶ 15-19, 22-24, 27-31). The parties' agreements also contained choice-of-law clauses, in which the parties agreed that Delaware law would govern. (D.I. 38 at 5-6; see also D.I. 59, Ex. A ¶ 10.12, Ex. B ¶ 5.9, Ex. C ¶ 5.9, Ex. D ¶ 14(h)). Furthermore, the Asset Purchase Agreement and Consulting Agreement contained forum-selection clauses that provided that any legal disputes arising from the agreements must be brought in a Delaware state or federal court. (D.I. 38 at 5-6; see also D.I. 59, Ex. A ¶ 10.13, Ex. D ¶ 14(h)).

         On June 1, 2017, Plaintiff filed this action, alleging that Defendants breached the noncompetition and non-solicitation provisions of the parties' various agreements. (D.I. 59 ¶¶ 6-7). Following the execution of the parties' agreements, Plaintiff alleges that, in 2017, Defendants began “tak[ing] substantial steps to compete with [Plaintiff], as well as solicit employees from [Plaintiff].” (Id. ¶ 34). Specifically, Plaintiff alleges that Defendants “form[ed] a new company to compete with [Plaintiff], Avail Revenue Solutions.” (Id. ¶ 35). Plaintiff also alleges that Defendants “have solicited and hired former employees of [Plaintiff] to work at or for Avail Revenue Solutions.” (Id. ¶ 36). On August 16, 2017, Defendants moved to dismiss or transfer this action for lack of personal jurisdiction and improper venue. (D.I. 12). On September 8, 2017, after finding venue to be improper in the District of Delaware under 28 U.S.C. § 1391(b), the court granted Defendants' motion and transferred this action to the Western District of Louisiana, Lafayette Division. (D.I. 23). On October 5, 2017, Plaintiff filed a Petition for Writ of Mandamus with the U.S. Court of Appeals for the Third Circuit. (D.I. 38 at 2).

         On July 31, 2018, the Third Circuit granted Plaintiff's petition and issued a Writ of Mandamus, vacating the court's order that transferred the case to the Western District of Louisiana. (D.I. 44, Ex. A at 2). The Third Circuit determined that the parties' forum-selection clause provided a basis for venue in the District of Delaware. (Id.). Moreover, the Third Circuit specified that “[a]bsent a determination that Defendants have met their burden of showing . . . that [the] public interest factors overwhelmingly disfavor the preselected forum under a § 1404(a) transfer analysis, the parties' settled expectations as embodied in the forum-selection clause should not be disrupted.” (Id. (internal footnotes omitted)). Following the Third Circuit's order, the case was reopened in this court on October 2, 2018. On October 17, 2018, the case was reassigned to the undersigned judge. Defendants filed the instant motion on November 9, 2018. (D.I. 29).

         II. LEGAL STANDARD

         District courts have the authority to transfer venue “[f]or the convenience of parties and witnesses, in the interests of justice, . . . to any other district or division where it might have been brought.” 28 U.S.C. § 1404(a). However, “[a] plaintiff, as the injured party, generally ha[s] been ‘accorded [the] privilege of bringing an action where he chooses, '” Helicos Biosciences Corp. v. Illumina, Inc., 858 F.Supp.2d 367, 371 (D. Del. 2012) (quoting Norwood v. Kirkpatrick, 349 U.S. 29, 31 (1955)), and this choice “should not be lightly disturbed, ” Jumara v. State Farm Ins. Co., 55 F.3d 873, 879 (3d Cir. 1995).

         The Third Circuit has recognized that:

[i]n ruling on § 1404(a) motions, courts have not limited their consideration to the three enumerated factors in § 1404(a) (convenience of parties, convenience of witnesses, or interests of justice), and, indeed, commentators have called on the courts to “consider all relevant factors to determine whether on balance the litigation would more conveniently proceed and the interests of justice be better served by transfer to a different forum.”

Jumara, 55 F.3d at 879 (citation omitted). The Jumara court went on to describe twelve (12) “private and public interests protected by the language of § 1404(a).” Id. The private interests include:

plaintiff's forum preference as manifested 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 ...

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