Cavanaugh v. Bluebeard's Castle, Inc.

83 F. Supp. 2d 284, 1999 U.S. Dist. LEXIS 20963, 1999 WL 1442007
CourtDistrict Court, D. Connecticut
DecidedNovember 2, 1999
DocketNo. 3:99CV1232(WWE)
StatusPublished
Cited by2 cases

This text of 83 F. Supp. 2d 284 (Cavanaugh v. Bluebeard's Castle, Inc.) is published on Counsel Stack Legal Research, covering District Court, D. Connecticut primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Cavanaugh v. Bluebeard's Castle, Inc., 83 F. Supp. 2d 284, 1999 U.S. Dist. LEXIS 20963, 1999 WL 1442007 (D. Conn. 1999).

Opinion

RULING ON DEFENDANT’S MOTION TO TRANSFER VENUE PURSUANT TO 28 U.S.C. § U06(a) OR, IN THE ALTERNATIVE, PURSUANT TO 28 U.S.C. § im(a)

EGINTON, Senior District Judge.

Plaintiffs commenced this action to recover monies allegedly advanced and loaned to Bluebeard’s Castle, Inc. (“BCI”) during 1998 and 1999. Jurisdiction in this Court is based upon diversity of citizenship.

Now pending is defendant’s motion to transfer venue to the Virgin Islands. Defendant moves to transfer venue to the District Court for the Virgin Islands because (1) venue in Connecticut is not proper; and (2) the convenience of the parties favors transfer. Plaintiffs counter that their choice of .venue should not be disturbed. Defendant BCI has submitted an affidavit and exhibits in support of its motion to transfer.

BACKGROUND

Defendant, BCI, is incorporated and has its principal place of business in the Virgin Islands.' From 1982 to the present, BCI’s business has consisted of selling timeshare ownership interests in Bluebeard’s Castle, a timeshare resort; operating the resort facility known as Bluebeard’s Castle; and servicing and/or selling promissory notes made by the purchasers of the timeshare ownership interests. The accounting for these promissory notes took place at BCI’s Connecticut office.

Plaintiff Castle Holdings was the sole shareholder of BCI from 1995 through 1998. Plaintiff John Cavanaugh was the president and chief executive officer of defendant, BCI, from 1982 to 1999. Plaintiff [286]*286William Reighley was the chief financial officer and treasurer of BCI from 1995 to 1999. Cavanaugh and Reighley are Connecticut residents who formerly worked for BCI from its Connecticut office.

In December, 1997, Cavanaugh and Reighley began negotiations on behalf of Castle Holdings for the sale of all BCI stock to Kosmas Group International, Inc. (“KGI”), a Florida corporation. The closing of the stock sale took place in July, 1998. However, KGI retained Cavanaugh and Reighley to oversee BCI until March 29, 1999, when KGI terminated their employment.

The instant action concerns the following series of transactions. Just prior to the closing date, in June, 1998, Cavanaugh allegedly executed seven promissory notes payable on demand on behalf of BCI. From October, 1998 through March, 1999, Cavanaugh and Reighley caused BCI to make interest and principal payments on these notes.

From September through November, 1998, and in April, 1999, Castle Holdings allegedly made a series of loans to BCI as advances on various costs and debts of BCI. Cavanaugh and Reighley then caused BCI to make payments to Castle Holdings in repayment of the advances between October, 1998 and March, 1999. Additionally, BCI allegedly received the benefit of credit card payments on timeshare notes that were actually owed to Castle Holdings.

In November, 1998, Cavanaugh demanded rescission of Castle Holdings’ sale of BCI stock to KGI, which demand KGI refused.

In February, 1999, KGI reached an agreement with Equivest Finance, Inc. (“Equivest”) to sell BCI. In March, 1999, KGI terminated the employment of Cava-naugh and Reighley due to the sale of BCI to Equivest.

On March 5, 1999, Castle Holdings brought a lawsuit in the District Court for the Virgin Islands against KGI seeking to rescind Castle Holdings’ sale of BCI to KGI.

On May 13,1999, Cavanaugh and Reigh-ley brought suit against KGI and Equivest in the District Court for the Virgin Islands, alleging that KGI wrongfully terminated their employment. KGI and Equi-vest have counterclaimed that Reighley and Cavanaugh violated their fiduciary duties as employees and officers of KGI. The counterclaim also seeks an accounting for allegedly unauthorized cash disbursements, missing negotiable instruments, and unexplained cash transactions.

On May 15, 1999, the plaintiffs filed the instant action in Connecticut state court, which action has been removed to this court based on diversity of citizenship.

DISCUSSION

A. Transfer Pursuant to Section 14-06

Defendant urges transfer pursuant to Section 1406(a) because venue in Connecticut is allegedly improper. When venue is improper, the district court may transfer the case to any district in which venue is proper. 28 U.S.C. § 1406(a).

Section 1391(a) provides that federal diversity actions may be brought in a judicial district in which a substantial part of the events or omissions giving rise to the claim occurred. The plaintiffs’ chosen forum need not have the most substantial contacts to the dispute, but it is sufficient if a substantial part of the events occurred in the forum state. U.S. Surgical Corp. v. Imagyn Med. Technologies, 25 F.Supp.2d 40, 43 (D.Conn.1998). The Court should not consider which of two or more potential forums is the best one, but should simply decide whether the forum in question had a “substantial connection” to the plaintiffs’ claims.

In this instance, plaintiffs’ claims against BCI have a substantial nexus to this district since the claims arise out of contracts made in Connecticut with the expectation of performance in Connecticut. [287]*287The promissory notes were executed in Connecticut, and the plaintiffs provided short-term funding to BCI from Connecticut. In turn, BCI was obliged to make repayments in Connecticut. Accordingly, venue is proper in Connecticut.

B. Transfer Pursuant to Section Ufik

The defendant argues for transfer to the Virgin Islands pursuant to Section 1404(a), which authorizes transfer to another district where venue is also proper. The purpose of Section 1404(a) is to have federal civil suits tried in the district most suitable in terms of convenience, efficiency and justice. See Van Dusen v. Barrack, 376 U.S. 612, 616, 84 S.Ct. 805, 11 L.Ed.2d 945 (1964).

The Court must give deference to a strong presumption in favor of a plaintiffs choice of forum, which presumption may be overcome only by clear and convincing evidence that private and public interest factors favor trial in the alternative forum. Piper Aircraft Co. v. Reyno, 454 U.S. 235, 102 S.Ct. 252, 70 L.Ed.2d 419 (1981). When a court weighs all of the relevant factors “unless the balance is strongly in favor of the defendant, the plaintiffs choice of forum should rarely be disturbed.” Gulf Oil Corp. v. Gilbert, 330 U.S. 501, 508, 67 S.Ct. 839, 91 L.Ed. 1055 (1947).

The relevant factors are (1) locus of operative facts; (2) access to evidence; (3) convenience of witnesses; (4) availability of compulsory process to compel witness testimony; (5) convenience of the parties; (6)familiarity of the forum with governing law; (7) trial efficiency; (8) the relative financial means of the parties; and a catchall factor (9), interests of justice. The Court considers these factors in the relative order of importance.

1.Locus of Operative Facts

The execution of the promissory notes and the plaintiffs’ advances to BCI took place in Connecticut.

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Cite This Page — Counsel Stack

Bluebook (online)
83 F. Supp. 2d 284, 1999 U.S. Dist. LEXIS 20963, 1999 WL 1442007, Counsel Stack Legal Research, https://law.counselstack.com/opinion/cavanaugh-v-bluebeards-castle-inc-ctd-1999.