United States District Court, D. Delaware
ADVANCED REIMBURSEMENT MANAGEMENT, LLC D/B/A ADREIMA, Plaintiff,
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.
D. Neff, Kasey H. DeSantis, Fox Rothschild LLP, Wilmington,
DE - Attorneys for Plaintiff
J. Cline, Christopher B. Chuff, Pepper Hamilton LLP,
Wilmington, DE - Attorneys for Defendant
NOREIKA, U.S. DISTRICT JUDGE:
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.
BACKGROUND AND PROCEDURAL HISTORY
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.
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].” (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.).
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
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).
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.
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).
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
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
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 ...