Ferratex, Inc. v. U.S. Sewer & Drain, Inc.

121 F. Supp. 3d 432, 2015 U.S. Dist. LEXIS 101629, 2015 WL 4642157
CourtDistrict Court, D. New Jersey
DecidedAugust 4, 2015
DocketCivil Action No. 2:14-cv-07527-ES-JAD
StatusPublished
Cited by33 cases

This text of 121 F. Supp. 3d 432 (Ferratex, Inc. v. U.S. Sewer & Drain, Inc.) is published on Counsel Stack Legal Research, covering District Court, D. New Jersey primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Ferratex, Inc. v. U.S. Sewer & Drain, Inc., 121 F. Supp. 3d 432, 2015 U.S. Dist. LEXIS 101629, 2015 WL 4642157 (D.N.J. 2015).

Opinion

OPINION AND ORDER

JOSEPH A. DICKSON, United States Magistrate Judge.

This matter comes before the Court upon Defendants’, U.S. Sewer & Drain Inc. and Jeremy Bowman’s (collectively “Defendants”), Motion to Transfer Venue to the Eastern District of Pennsylvania1, or alternatively for reassignment to the Trenton Vicinage of the District of New Jersey.2 (Mot. to Transfer, EOF No. 22). This Court has carefully considered the written submissions of the parties and has decided the matter without oral argument, pursuant to Federal Rule of Civil Procedure 78(b). For the reasons stated below, the Court concludes that venue is proper in the District of New Jersey and that transfer to the Eastern District of Pennsylvania would not serve the interests of justice. Moreover, Defendants have neither satisfied the procedural prerequisite nor provided a substantive basis for their reassignment request. As such, the Court DENIES Defendants’ Motion to Transfer in its entirety.

1. BACKGROUND AND PROCEDURAL HISTORY

The underlying lawsuit arises out of agreements between Plaintiff FerraTex, [435]*435Inc. (“FerraTex”), and Defendants regarding several construction projects. The projects at issue are the following: (1) the “Garden State Parkway Project” (“GSP Project”) in New Jersey, (2) the “Exxon Project,” in New York, and (3) the “Cayman Project” in the Cayman Islands. (Am. Compl., ECF No. 17, at 2, ¶ 6).

FerraTex contends that Defendants failed to pay in full for goods and services rendered in connection with the Projects. (Am. Compl., ECF No. 17, at 5, ¶¶ 23-26). FerraTex contends that in failing to make such payments, Defendants breached the following: (1) the “Letter Agreement” (memorializing the price of the GSP Project), (2) the GSP Subcontract, (3) the Cayman Subcontract, (4) the implied covenant of good faith and fair dealing inherent in those agreements, and (5) the “Personal Guarantee” (memorializing Defendant Bowman’s individual guarantee of all sums due to FerraTex in connection with the Projects). (Am. Compl., ECF No. 17). FerraTex additionally seeks recovery under the doctrine of quantum meruit in connection with the GSP Project and the Cayman Project, and raises causes of action of unjust enrichment with regard to the GSP Project and the Cayman Project, and for promissory estoppel regarding the GSP Project and the Cayman. Project. (Id.).

The parties negotiated and signed the Personal Guarantee in Monmouth County, New Jersey on or about July 11, 2015. (Am. Compl., ECF No. 17, at 3-4, ¶¶ 10, 16). The parties negotiated the Letter Agreement during the same New Jersey meeting. (Id. at 3, ¶¶ 10-11). The GSP Project price, as memorialized in the Letter Agreement, included sums due to FerraTex regarding the Exxon Project. (Id. ¶ 13; Ex. A, ECF No» 26-1, at 1). '

FerraTex’s original pleading mentioned only sums due in connection with the New York-based Exxon Project and Cayman Islands-based Cayman Project when describing FerraTex’s causes of action. (Compl., ECF No. 1). ‘ As a result, Defendants moved to transfer venue to the Eastern District of Pennsylvania on February 5, 2015, claiming that “New Jersey has utterly no material involvement with the dispute.” (Def.’s Br. in Supp., ECF No. 11-1, at 5). On February 23, 2015, however, FerraTex filed an Amended Complaint that' expressly included the New Jersey GSP Project in the First through Fifth Counts. (Am. Compl;, ECF No. 17, at 6-10, ¶¶ 28-58).3 In light of the contents of the Amended Complaint, which included clear New Jersey connections, this Court administratively terminated Defendants’ Motion to Transfer Venue on March 30, 2015. (ECF No. 21).

On April 29, 2015, Defendants filed the instant Motion to Transfer. Defendants, apparently questioning the veracity of the factual allegations contained in FerraTex’s amended pleading, highlight that FerraTex “now alleges that there is, in fact, and [sic] outstanding balance of $12,717.98 from the work it performed as a subcontractor in New Jersey, despite the glaring omission of the same in the initial Complaint filed.” (Def.’s Br. in Supp., ECF No. 22, at 5-6). Moreover,' 'Defendants argue that even if truthful, the amended pleading does not support a finding that New Jersey is a proper venue. Specifical[436]*436ly, Defendants contend that venue in New Jersey is improper because the act of signing the Personal Guarantee in New Jersey •is not “substantial” under the meaning of § 1391(b), and that the sum alleged to be due for construction on the GSP Project comprises only 8.9% of the total at issue under the Letter Agreement, which Defendants argue is insufficient for venue purposes. (Id. at 6).

Conversely, FerraTex relies , on Shore Slurry Seal, Inc. v. CMI Corp., 964 F.Supp. 152, 154 (D.N.J.1997), to ascribe ample significance to the location in which the parties negotiated and entered into the agreements, emphasizing that the entirety of the amount at issue can be traced to a New Jersey meeting and is therefore linked to New Jersey. (See Pl.’s Br. in Opp’n, ECF No. 25, at 16, 18). In addition, FerraTex highlights that the sums owed regarding work performed for the Exxon Project and Cayman Project are recoverable under the Letter Agreement and Personal Guarantee, and are therefore connected to New Jersey. (Id. at 20).

In the alternative to transferring the matter to the Eastern District of Pennsylvania, Defendants argue that even if New Jersey is a proper venue, Plaintiffs filed this action in the incorrect vicinage. Defendants . stress that the meeting during which the parties entered into the agreements at issue took place in Wall Township, located in Monmouth County, New Jersey. (Am. Compl., ECF No. 17, at 3, ¶ 10). Furthermore, Defendants contend that the construction of the GSP Project occurred solely in Ocean County, New Jersey. (Certification of Steven D. Janel in Supp., ECF No. 22-1, at 1). Because both Monmouth County and Ocean County fall within the Trenton Vicinage of this District, Defendants argue that the Court should reassign this action to the Trenton Vicinage. Defendants further contend that FerraTex filed suit in the Newark Vicinage for an improper reason, namely for the convenience of FerraTex’s New Jersey-based parent company, Spinello Construction Co. (Def.’s Br. in Supp., ECF No. 22, at 6-7).

II. LEGAL STANDARD — Venue

28 U.S.C. § 1404(a) and 28 U.S.C. § 1406(a) govern venue- transfers in civil cases. A district court may only dismiss or transfer a case under- § 1406(a) if it finds the original venue improper. Alternatively, § 1404(a) gives a district court discretion to transfer venue for the convenience of the parties even if the court finds that the original venue is proper under 28 U.S.C. § 1391(b). Section 1391(b) provides the following standard for determining whether venue is proper:

Venue in General — A judicial decision may be brought in:

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Bluebook (online)
121 F. Supp. 3d 432, 2015 U.S. Dist. LEXIS 101629, 2015 WL 4642157, Counsel Stack Legal Research, https://law.counselstack.com/opinion/ferratex-inc-v-us-sewer-drain-inc-njd-2015.