Glamorgan Coal Corp. v. Ratners Group PLC

854 F. Supp. 436, 1993 U.S. Dist. LEXIS 20006, 1993 WL 663236
CourtDistrict Court, W.D. Virginia
DecidedOctober 7, 1993
DocketCiv. A. 92-108-B
StatusPublished
Cited by8 cases

This text of 854 F. Supp. 436 (Glamorgan Coal Corp. v. Ratners Group PLC) is published on Counsel Stack Legal Research, covering District Court, W.D. Virginia primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Glamorgan Coal Corp. v. Ratners Group PLC, 854 F. Supp. 436, 1993 U.S. Dist. LEXIS 20006, 1993 WL 663236 (W.D. Va. 1993).

Opinion

MEMORANDUM OPINION

TURK, District Judge.

Presently before the Court are defendant Goldman, Sachs & Company’s Rule 12(c) motion for judgment on the pleadings and for a stay of discovery pending resolution thereof, and all defendants’ joint motion for transfer of venue pursuant to 28 U.S.C. § 1404(a) to the Southern District of New York, or, in the alternative, to the Charlottesville Division pursuant to 28 U.S.C. § 1404(b). After careful consideration of the legal memoranda, affidavits and arguments of counsel at oral hearing, the Court concludes for the reasons discussed below that it should transfer this case to New York without ruling on Goldman, Sachs’ 12(c) motion. The Court will, however, stay discovery from Goldman, *437 Sachs pending resolution of this motion by the transferee Court.

I.

This action was initiated by Glamorgan on July 19, 1992, after certain Ratners’ issued auction preferred stock it had purchased became illiquid. The stock issue was underwritten by defendants First Boston and Goldman, Sachs & Co. Plaintiff purchased the stock through First Boston. Plaintiff seeks relief under various federal and state securities laws, constructive fraud, breach of fiduciary duty and breach of contract for rescission and damages resulting from its purchase of these securities. The material part of its complaint is that defendants fraudulently omitted or misrepresented essential items from Ratners’ Private Placement Memorandum, upon which plaintiff relied when purchasing the securities.

Plaintiff is a Virginia corporation with its headquarters in the Big Stone Gap Division of the Western District of Virginia. Plaintiff is a wholly owned subsidiary of Amvest, a corporation headquartered in the Charlottes-ville Division of this District. The securities in issue were purchased from the Amvest Office in Charlottesville. Plaintiff has alleged no material connection between the purchase of securities and its headquarters in the Big Stone Gap Division.

Defendant Ratners’ is a United Kingdom company with its financial operations office in London. Although Ratners owns jewelry stores throughout the United States, including Virginia, there is no connection between Ratners’ alleged misrepresentations and Virginia. Ratners’ chief witness, C.F.O. Gary O’Brien, resides in England. The Court takes notice that it is considerably more convenient to travel from London to New York than to Big Stone Gap.

Defendants First Boston and Goldman, Sachs & Co. have their main offices in New York City; neither has an office in Virginia. Both firms prepared the initial offering and private placement memorandum in New York and London. Although First Boston communicated via telephone and mail with the plaintiff in Virginia, Goldman, Sachs has no Virginia connection to this matter. Defendants Mitchell Brown and Kevin Morley are First Boston employees working in New York. First Boston has identified three New York employees who may be called as witnesses. Goldman, Sachs has also identified two London employees and one New York employee who may be witnesses. Defendants have also noted that non-party witnesses who work in New York will probably be called. It is apparent, therefore, that the great majority of witnesses needed for resolution of the issue in controversy are located in New York or London. 1

II.

Defendants assert that this case should be transferred to the Southern District of New York pursuant to 28 U.S.C. § 1404(a) 2 . This provision vests district courts with substantial discretion to decide transfer motions by weighing various factors to determine “convenience” of parties and witnesses and “the interest of justice.” The weight given to these factors should be commensurate with the degree each impacts the policy behind section 1404(a), that is, to make the trial “easy, expeditious and inexpensive.” See Gulf Oil Corp. v. Gilbert, 330 U.S. 501, 67 S.Ct. 839, 91 L.Ed. 1055 (1947).

As an initial matter, plaintiffs choice of forum is entitled to a degree of deference, Doe v. Connors, 796 F.Supp. 214, 221 (W.D.Va.1992), especially when, as in this case, it chooses to file suit in the district and division in which it resides. Koster v. Lumbermen’s Mut. Cas. Co., 330 U.S. 518, 524, 67 S.Ct. 828, 831, 91 L.Ed. 1067 (1947). It is defendants’ burden to disturb the plaintiffs choice of forum by showing that “the balance of equities is in their favor [and] that judicial *438 economy and convenience to all parties favor suit in another forum.” Eldridge v. Bouchard, 620 F.Supp. 678, 684 (W.D.Va.1985).

However, the deference given to plaintiffs choice is entitled to less weight where there is little to connect the chosen forum with the cause of action. Board of Trustees, Sheet Metal Workers Nat’l Fund v. Baylor Heating & Air Conditioning, Inc., 702 F.Supp. 1253, 1256 (E.D.Va.1988). In the instant case, there is no nexus between this District and plaintiffs underlying claim. Although plaintiffs home is in the Big Stone Gap division, the cause of action arose in New York and London, not Virginia. The District’s connection with the cause of action is limited to the telephone and mail contacts of plaintiffs representatives with the defendants in New York. In sum, while some deference is due plaintiffs choice of its home forum, the District’s lack of significant contact with its claim makes this factor neither dispositive nor conclusive.

The factor of convenience of the parties should not be overstated. Where, as here, plaintiffs have filed in their home District, transfer to defendants’ home District will usually only “shift the balance of inconvenience” from defendant to plaintiff. However, the convenience of witnesses is often dis-positive in transfer decisions. All of defendants’ witnesses will come from New York or London. Plaintiff has only identified two witnesses in Virginia, and these are in Char-lottesville, which is nearly as convenient to New York via direct flight than it is over land to Big Stone Gap. Therefore, the convenience factor weighs in favor of transfer to New York.

The “interests of justice” factor is purposefully broad. Defendants identify several non-party witnesses located in New York who are beyond the subpoena power of this Court. Before a jury, their live testimony in this rather complex securities case is to be preferred over a reading of their deposition testimony. Akers v. Norfolk & W. Ry. Co., 378 F.2d 78, 79 (4th Cir.1967). This interest of justice favors transfer.

Both sides assert that it would be less expensive to try this case in their preferred venue.

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Bluebook (online)
854 F. Supp. 436, 1993 U.S. Dist. LEXIS 20006, 1993 WL 663236, Counsel Stack Legal Research, https://law.counselstack.com/opinion/glamorgan-coal-corp-v-ratners-group-plc-vawd-1993.