RHH LLC v. INNISFREE HOTELS INC

IN THE UNITED STATES DISTRICT COURT

FOR THE MIDDLE DISTRICT OF NORTH CAROLINA

RHH LLC, )

)

Plaintiff, )

)

v. ) 1:19cv1184

)

INNISFREE HOTELS, INC., )

)

Defendant. )

MEMORANDUM OPINION AND ORDER

This case comes before the Court on “Defendant Innisfree

Hotels, Inc[.]’s Motion to Dismiss or in the Alternative to

Transfer Venue Pursuant to 28 U.S.C. § 1404(a)” (Docket Entry 7)

(“Defendant’s Motion”). For the reasons that follow, the Court

will deny Defendant’s request to dismiss this action but will grant

Defendant’s request to transfer this action to the Northern

District of Florida.1

BACKGROUND

RHH LLC (“Plaintiff”) initiated this action against Innisfree

Hotels, Inc. (“Defendant”), seeking a declaratory judgment

concerning Plaintiff’s obligations under a contract. (Docket Entry

1 (the “Original Complaint”), ¶¶ 21–26.) In particular, the

Original Complaint alleges:

1 The undersigned United States Magistrate Judge will enter

an order, rather than a recommendation, as to Defendant’s Motion

because the parties consented, pursuant to “28 U.S.C. § 636(c), to

the exercise by a United States Magistrate Judge of jurisdiction in

this case” (Docket Entry 12 at 1 (bracket omitted) (referring case

to undersigned “to conduct all proceedings including a jury or

nonjury trial, to order the entry of judgment, and to conduct all

post-judgment proceedings therein”)). (See also Docket Entries 12-

1, 12-2.)

“[Defendant] submitted an order to [Plaintiff] for, among

other items, 180 dresser units” (the “Units”). (Id., 1.)

“[Plaintiff] fulfilled the order, which was delivered for use at

the Hampton Inn Pensacola Beach, Florida.” (Id., I 2.)

Thereafter, a third party supplied refrigerators for the Units, and

the Units sustained water damage. (See id., 7 3.) Plaintiff and

Defendant have disputed the cause of the damage. According to

Plaintiff, “[t]he Units would have been damaged due to the leaking

refrigerators regardless of how the Units were constructed.” (Id.,

12.) In Defendant’s view, “the Units contained defects resulting

from [Plaintiff’s] use of inappropriate materials and a failure to

comply with product submittal specifications.” (Id., QF 13

(internal quotation marks omitted).) However, the “shop drawings

[did] not require [the use of] high pressure laminate .. . in the

[Unit’s] interior — only finish to match.” (Id., {7 14.)

Defendant’s designer approved such drawings, which mirrored ones

Plaintiff had submitted “for other Hampton projects in which

[Plaintiff and Defendant] engaged,” without objection from

Defendant. (See id., { 15.)

“In a letter dated October 28, 2019 (the ‘Demand Letter’),

[Defendant], through its legal counsel, demanded that [Plaintiff]

replace all of the defective Units and modify all of the other

Units.” (Id., 7 16.) According to the Demand Letter, [Plaintiff]

has failed to fulfill obligations that [Defendant] alleges

[Plaintiff] has under the agreement(s) between the parties and

applicable law.” (Id., {7 17.) The Demand Letter represented “that

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[Defendant] intend[ed] to pursue legal remedies if [Plaintiff]

d[id] not meet its demands.” (Id., ¶ 18.) Plaintiff has denied

that it supplied a defective product to Defendant. (Id., ¶ 19.)

In connection with the foregoing allegations, the Original

Complaint seeks “a judicial declaration that Plaintiff owes no

obligation to Defendant to replace all of the defective Units and

modify all of the other Units.” (Id., ¶ 26.)

Several weeks later, Plaintiff filed an amended complaint

(Docket Entry 3) (the “Amended Complaint”) as of right. See Fed.

R. Civ. P. 15(a)(1) (allowing one amendment “as a matter of course”

within 21 days of serving complaint or within 21 days of service of

responsive pleading). The Amended Complaint effectively mirrors

the Original Complaint except that it references another letter

from Defendant, which Plaintiff received after filing the Original

Complaint. (Compare Docket Entry 1, with Docket Entry 3.) In

particular, the Amended Complaint alleges that, “in further

correspondence dated January 21, 2020 (the ‘Final Demand Letter’),

[Defendant], through its legal counsel, . . . indicated that it

consider[ed Plaintiff] to be in default, and that it intend[ed] to

seek recoupment from [Plaintiff], including through legal means.”

(Docket Entry 3, ¶ 18.)

Instead of answering the Amended Complaint, Defendant filed a

motion to dismiss pursuant to Federal Rule of Civil Procedure

12(b)(6) (“Rule 12(b)(6)”), or, alternatively, “to transfer this

action to the United States District Court for the Northern

District of Florida pursuant to 28 U.S.C. § 1404(a)” (“Section

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(a)”). (Docket Entry 7 at 1; see also Docket Entry 8 (the

“Memorandum”) .) Along with the Memorandum, Defendant tendered a

sworn declaration from Kevin D. Warwick, one of Defendant’s

employees (Docket Entry 8-1 at 2-5), as well as copies of the

following documents, among other items: the purchase order from

Defendant to Plaintiff (id. at 7-26) (the “Purchase Order”); the

corresponding invoice from Plaintiff to Defendant (id. at 28-51);

the relevant shipment packing lists (id. at 56-65); a “notice sent

to [Plaintiff from Defendant] . . . detailing certain defects

manifesting in furniture items ordered pursuant to the Purchase

Order” (id. at 3, 91); the Demand Letter (id. at 93-95); “the

letter response received from [Plaintiff] addressing the [Demand

Letter]” (id. at 4, 97-98); and the Final Demand Letter (id. at

100-02).

Plaintiff responded in opposition to Defendant’s Motion,

asserting that (i) the Amended Complaint adequately states a claim

for a declaratory judgment (Docket Entry 9 (the “Response”) at

3-7), (ii) venue remains proper in the Middle District of North

Carolina (id. at 7-9), (iii) the Northern District of Florida lacks

personal jurisdiction over Plaintiff (id.), and (iv) “the weighing

of convenience factors favors [Plaintiff]’s choice of venue” (id.

at 9-12). As exhibits to the Response, Plaintiff attached a sworn

declaration from Michael Felsen, “the President and CEO of []

Plaintiff” (Docket Entry 9-1 (the “Felsen Declaration”), @FI 2), as

well as copies of the Demand Letter (id. at 5-7), Plaintiff’s

response to the Demand Letter (id. at 8-93), and the Final Demand

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Letter (id. at 10-12). Defendant replied, challenging Plaintiff’s

personal-jurisdiction argument. (See Docket Entry 10 (the “Reply”)

at 1-7.)

Thereafter, upon review of the Amended Complaint’s

jurisdictional allegations, the Court (per the undersigned United

States Magistrate Judge) directed Plaintiff to clarify whether

complete diversity existed between the parties, for purposes of

subject-matter jurisdiction. (See Docket Entry 13 at 2-3 (noting

Amended Complaint’s failure to address citizenship of Plaintiff’s

members).)° Plaintiff then moved for leave to amend the Amended

Complaint, attaching a proposed second amended complaint. (Docket

Entries 14 (the “Motion to Amend”), 14-1 (the “Proposed Second

Amended Complaint”.) The Proposed Second Amended Complaint

replicates the Amended Complaint in substance (compare Docket Entry

3, with Docket Entry 14-1) but clarifies that six members possess

an ownership interest in Plaintiff and that none qualifies as a

citizen of Florida, such that complete diversity of citizenship

exists (see Docket Entry 14-1, 421 7-10). Without an objection from

Defendant (see Docket Entry dated Mar. 15, 2021), the Court (per

the undersigned) granted the Motion to Amend (see Text Order dated

Mar. 16, 2021 (directing Plaintiff to file Second Amended

Because the Declaratory Judgment Act, 28 U.S.C.

§§ 2201-2202, does not create federal jurisdiction, see Aetna Life

Ins. Co. v. Haworth, 300 U.S. 227, 240 (1937), it “allow[s] federal

courts to issue declaratory judgments only in cases

that . . . present a valid basis for subject[-]matter jurisdiction,

i.e., diversity or federal question jurisdiction,” Dunn Computer

Corp. v. Loudcloud, Inc., 133 F. Supp. 2d 823, 826 (E.D. Va. 2001).

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Complaint)). (See also Docket Entry 15 (the “Second Amended

Complaint”)

DISCUSSION

II. Defendant’s Motion

A. Dismissal

As a threshold matter, the parties appear to dispute the

source of law that governs the Court’s inquiry into whether the

Second Amended Complaint alleges a justiciable claim. In that

regard, the Memorandum asserts that the Court lacks jurisdiction to

render a declaratory judgment because Plaintiff has failed to

allege an actual controversy. (See Docket Entry 8 at 3-4 (citing

N.C. Gen. Stat. § 1-254 and Gaston Bd. of Realtors, Inc. v.

Harrison, 311 N.C. 230, 316 S.E.2d 59 (1984) (interpreting North

Carolina law)).) In contrast, the Response characterizes the

question as “a federal procedural issue” and therefore “focuses on

° The Court construes Defendant’s Motion and the related

briefing to apply against the Second Amended Complaint. (See Text

Order dated Mar. 16, 2021 (explaining that parties need not refile

motion or briefs).) “As a general rule, an amended pleading

ordinarily supersedes the original and renders it of no legal

effect.” Young v. City of Mt. Rainier, 238 F.3d 567, 572 (4th Cir.

2001) (internal quotation marks omitted). “In such circumstances,

[a] motion to dismiss . . . directed at a pleading that is no

longer operative . . . is therefore moot.” Hairston v. North

Carolina Agric. & Tech. State Univ., No. 1:04CV1203, 2005 WL

2136923, at *1 (M.D.N.C. Aug. 5, 2005) (unpublished). “However,

‘[because] the defects raised in [Defendant’s M]otion remain in the

[Second Amended Complaint], the [C]lourt simply may consider

[Defendant’s M]otion as being addressed to the [Second A]mended

[Complaint]’ because to ‘hold otherwise would be to exalt form over

substance.’” Arteaga v. Ecofoam Insulation & Coating of

Charleston, LLC, No. 9:18-cv-2147, 2018 WL 4100034, at *1 (D.S.C.

Aug. 28, 2018) (unpublished) (quoting 6 Charles Alan Wright et al.,

Federal Practice and Procedure § 1476 (3d ed.)).

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federal law” but notes that the application of North Carolina law

would yield the same outcome. (See Docket Entry 9 at 4 n.2.)

The Second Amended Complaint cites neither federal nor North

Carolina law as the basis for the declaratory judgment. (See

Docket Entry 15, ¶¶ 1–30.) The Declaratory Judgment Act (the

“Act”) provides that, “[i]n a case of actual controversy within its

jurisdiction, . . . any court of the United States, upon the filing

of an appropriate pleading, may declare the rights and other legal

relations of any interested party seeking such declaration, whether

or not further relief is or could be sought.” 28 U.S.C.

§ 2201(a).4 “[T]he phrase ‘case of actual controversy’ in the Act

refers to the type of ‘Cases’ and ‘Controversies’ that are

justiciable under Article III.” MedImmune, Inc. v. Genentech,

Inc., 549 U.S. 118, 127 (2007). “[W]hether [a] plaintiff has made

out a ‘case or controversy’ between himself and the defendant

within the meaning of Art[icle] III” constitutes “the threshold

question in every federal case, determining the power of the court

to entertain the suit.” Warth v. Seldin, 422 U.S. 490, 498 (1975).

“[W]hether a plaintiff in federal court has standing to

maintain an action is a question of federal, not state law.”

Miller v. Augusta Mut. Ins. Co., 157 F. App’x 632, 636 (4th Cir.

2005). Consistent with that principle, “[f]ederal standards guide

the inquiry as to the propriety of declaratory relief in federal

4 North Carolina law similarly authorizes “[a]ny person

interested under a . . . written contract . . . [to] obtain a

declaration of rights, status, or other legal relations.” N.C.

Gen. Stat. § 1-254.

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courts, even when the case is under the court’s diversity

jurisdiction.” White v. National Union Fire Ins. Co., 913 F.2d

165, 167 (4th Cir. 1990). Accordingly, the Second Amended

Complaint must satisfy Article III standards in alleging an actual

controversy for purposes of this declaratory action, and the Court

applies federal standards to determine whether subject-matter

jurisdiction exists.

1. Relevant Standards

Although Defendant’s Motion and Memorandum invoke only Rule

12(b)(6), the Court construes Defendant’s Motion to seek dismissal

under Federal Rule of Civil Procedure 12(b)(1) (“Rule 12(b)(1)”)

because Defendant has raised a question about Plaintiff’s standing

(see Docket Entry 8 at 3–4). See Payne v. Chapel Hill N. Props.,

LLC, 947 F. Supp. 2d 567, 572 (M.D.N.C. 2013) (“Generally,

challenges to standing are addressed under Rule 12(b)(1) for lack

of subject matter jurisdiction.”). “In determining whether

jurisdiction exists, the district court is to regard the pleadings’

allegations as mere evidence on the issue, and may consider

evidence outside the pleadings without converting the proceeding to

one for summary judgment.” Richmond, Fredericksburg & Potomac R.R.

v. United States, 945 F.2d 765, 768 (4th Cir. 1991). “[T]he

plaintiff bears the burden of ‘clearly . . . alleg[ing] facts

demonstrating that he is a proper party to invoke judicial

resolution of the dispute.’” Payne, 947 F. Supp. 2d at 572

(quoting Warth, 422 U.S. at 518).

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In order to satisfy the Article III “case-or-controversy”

requirement, in the context of a declaratory judgment action,

the dispute [must] be “definite and concrete, touching

the legal relations of parties having adverse legal

interests”; and . . . be “real and substantial” and

“admi[t] of specific relief through a decree of a

conclusive character, as distinguished from an opinion

advising what the law would be upon a hypothetical state

of facts.”

MedImmune, 549 U.S. at 127 (quoting Aetna Life Ins. Co. v. Haworth,

300 U.S. 227, 240–41 (1937)). Stated differently, “a federal court

may properly exercise jurisdiction in a declaratory judgment

proceeding when . . . the complaint alleges an ‘actual controversy’

between the parties ‘of sufficient immediacy and reality to warrant

issuance of a declaratory judgment . . . .’” Volvo Constr. Equip.

N. Am., Inc. v. CLM Equip. Co., Inc., 386 F.3d 581, 592 (4th Cir.

2004) (quoting 28 U.S.C. § 2201 and North Jefferson Square Assocs.

v. Virginia Hous. Dev. Auth., 94 F. Supp. 2d 709, 714 (E.D. Va.

2000)).

Additionally, “[a] federal court has the discretion to decline

to entertain a declaratory judgment action, but, under the law of

th[e United States Court of Appeals for the Fourth] Circuit,

. . . must do so only for ‘good reason.’” Continental Cas. Co. v.

Fuscardo, 35 F.3d 963, 965 (4th Cir. 1994) (quoting Aetna Cas. &

Sur. Co. v. Quarles, 92 F.2d 321, 324 (4th Cir. 1937)). In

deciding whether to exercise such jurisdiction, once established,

a court should consider

(1) whether the judgment “will serve a useful purpose in

clarifying the legal relations in issue;” (2) whether the

judgment “will terminate and afford relief from the

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uncertainty, insecurity, and controversy giving rise to

the proceeding;” (3) considerations of federalism,

efficiency, and comity; [and] (4) “whether the

declaratory judgment action is being used merely as a

device for procedural fencing - that is, to provide

another forum in a race for res judicata or to achieve a

federal hearing in a case otherwise not removable.”

Norfolk Dredging Co. v. Phelps, 433 F. Supp. 2d 718, 721 (E.D. Va.

2006) (quoting Aetna Cas. & Sur. Co. v. Ind-Com Elec. Co., 139 F.3d

419, 422-23 (4th Cir. 1998)).

2. Analysis

According to Defendant’s Memorandum, the Second Amended

Complaint falls short because no actual controversy exists between

the parties. (See Docket Entry 8 at 3–5.) In particular, the

Memorandum asserts that “‘[a] mere threat to sue or apprehension of

a suit is not sufficient to establish an actual controversy.’”

(Id. at 4 (quoting Klingspor Abrasives, Inc. v. Woolsey, No.

5:08CV-152, 2009 WL 2397088, at *2 (W.D.N.C. July 31, 2009)

(unpublished)).) The Memorandum maintains that Plaintiff has “only

alleged that [Defendant] has threatened litigation in a letter.”

(Id. at 5.) As explained in the previous subsection, the

Memorandum argues that the lack of actual controversy deprives the

Court of subject-matter jurisdiction to render a declaratory

judgment. (See id. at 3–4.)

In this context, the Court may look to the correspondence

between the parties “without converting the proceeding to one for

summary judgment,” Richmond, Fredericksburg & Potomac R.R., 945

F.2d at 768. The Demand Letter, in relevant part, states:

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Please provide written assurance that [Plaintiff] will

timely fulfill its warranty obligations at no cost to

[Defendant], and provide a detailed schedule confirming

when the warranty work will commence and be completed.

It is imperative that all of the work be completed no

later than February 28, 2020. Should [Plaintiff] be

unwilling to satisfy its warranty obligations or fail to

provide written assurance, [Defendant] intend[s] on

pursuing any and all legal remedies available, including

but not limited to holding [Plaintiff] legally

responsible for all costs incurred by [Defendant] in

replacing and remedying [Plaintiff]’s defective work.

(Docket Entry 9-1 at 6–7.) In response to the Demand Letter,

Plaintiff offered to replace some of the damaged products and to

cover part of the cost, expressing “hope that [Plaintiff and

Defendant could] work this out amicably by themselves.” (Id. at

9.)

The following month, via the Final Demand Letter, Defendant

rejected Plaintiff’s offer. (Id. at 10.) The Final Demand Letter

maintains that Plaintiff violated its “implied warranty obligation

under the Florida Uniform Commercial Code (UCC)” and notifies

Plaintiff that Defendant had begun “documenting the defective

condition of the Units and collecting evidence as to the cause of

defects and extent of damage.” (Id. at 11.) The Final Demand

Letter further details Defendant’s plan for disposing of the Units

and invites Plaintiff, by February 28, 2020, “to send a

representative to inspect the [Units] and collect any evidence

[Plaintiff] believes will be necessary and relevant to future

proceedings.” (Id.) Moreover, the Final Demand Letter explains:

For failing to fulfill warranty obligations in accordance

with the Florida UCC and purchase order terms as detailed

in [the Demand Letter], [Defendant] notifies [Plaintiff’s

counsel] that [Plaintiff] is in breach. [Defendant]

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hereby holds [Plaintiff] in default. As of this date,

[Defendant] will proceed in covering [Plaintiff]’s breach

by procuring substitution goods. [Defendant] has

obtained estimates for goods conforming to the original

specifications and will proceed with purchasing and

installing those goods. [Defendant] is intent on

recouping the benefit for which [it] paid, and to that

end will pursue any and all available legal remedies to

recover those costs associated with covering

[Plaintiff]’s breach, including all oversight costs

incurred by [Defendant], attorney’s fees, and court and

other costs incurred in pursuing collection if necessary.

(Id.)

Depending on the circumstances, “[t]hreatened litigation can

be sufficient to establish the actual controversy requirement,”

Kettler Int’l, Inc. v. Starbucks Corp., 55 F. Supp. 3d 839, 847

(E.D. Va. 2014); but see Marx Indus., Inc. v. Chestnut Ridge Foam,

Inc., 903 F. Supp. 2d 358, 367 (W.D.N.C. 2012) (“The mere

apprehension or threat of litigation, by letter or otherwise, are

generally not found to establish an actual controversy.”).° For

example, a neighboring court found the actual controversy

° After the Marx Industries court acknowledged the general

rule concerning threats of litigation, it nonetheless concluded

that an actual controversy existed in that case, in part because of

the “evidence of potential ongoing liability while the alleged

wrongdoer waited for suit.” Marx Indus., 903 F. Supp. 2d at 367

(distinguishing Gaston Bd. of Realtors, 311 N.C. at 234, 316 S.E.2d

at 62, Klingspor Abrasives, 2009 WL 2397088, at *3, and Nat’l

Travel Servs., Inc. v. State ex rel. Cooper, 153 N.C. App. 289, 569

S.E.2d 667, 669 (2002)). Here, in support of the jurisdiction-

based dismissal argument focused on the lack of an actual

controversy, Defendant cited all three of the cases that Marx

Industries distinguished. (See Docket Entry 8 at 3-4.) The Court

likewise deems those cases distinguishable from the circumstances

here, insofar as those cases involved neither the prospect of

inevitable litigation nor the potential for ongoing liability. See

Gaston Bd. of Realtors, 311 N.C. at 234-36, 316 S.E.2d at 61-62;

Nat’1 Travel Servs., 153 N.C. App. at 293-94, 569 S.E.2d at 669-70;

Klingspor Abrasives, 2009 WL 2397088, at *3-4.

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requirement satisfied when a defendant in a declaratory action had

notified the plaintiff of the breach, informed the plaintiff about

the extent of damages, communicated an intent to rescind the

contract, stated that the defendant’s counsel had received

instructions to initiate a lawsuit, and filed a related claim in

state court. see Kettler Int’l, 55 F. Supp. 3d at 847. In

contrast, another neighboring court concluded that no such

controversy existed when a defendant in a declaratory action had

retained counsel and expressed to the plaintiff both an intent to

pursue his legal rights and a desire “to resolve the issue without

litigation, if possible.” Klingspor Abrasives, 2009 WL 2397088, at

*3.°

Here, the circumstances resemble Kettler International more

closely than Klingspor Abrasives. The Final Demand Letter

memorializes a concrete dispute between the parties and includes

many specific details about Defendant’s future plans, to include

its intent to dispose of the Units and its receipt of estimates to

obtain replacement products. (See Docket Entry 9-1 at 10-11.)

Additionally, the Final Demand Letter imposes a deadline by which

Plaintiff must inspect and document the condition of the Units, to

preserve evidence for unspecified “future proceedings.” (Id. at

6 The Court views Kettler International and Klingspor

Abrasives as illustrative examples of the actual-controversy

analysis. As mentioned in the preceding footnote, Defendant cited

Klingspor Abrasives in its Memorandum, and independent research

confirmed that such cases conform to the generally accepted, case-

specific inguiry into the nature of a dispute for purposes of

establishing jurisdiction over a declaratory-judgment action.

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11-12.) Under those circumstances, the Second Amended Complaint

does not seek a declaration concerning “a hypothetical state of

facts,” MedImmune, 549 U.S. at 127 (quoting Haworth, 300 U.S. at

240-41). (See Docket Entry 15, WII 1-5.) Instead, the record

demonstrates an actual disagreement about what caused the damage to

the Units (leaking refrigerators, or some defect in the Units’

construction) and, correspondingly, about whether Plaintiff bears

any legal obligation to remedy the situation. (See id.; see also

Docket Entry 9-1 at 5-12.) Also, unlike in Klingspor Abrasives,

Defendant has expressed no interest in a negotiated resolution.

(See Docket Entry 9-1 at 10-12.) Defendant’s rejection of

Plaintiff’s settlement offer highlights that circumstance, as well

as the “immediacy and reality” of the dispute, Volvo Constr.

Equip., 386 F.3d at 592 (internal quotation marks omitted). (See

Docket Entry 9-1 at 10 (relating that Defendant’s counsel ™“[had]

discussed [Plaintiff’s] offer of settlement with [Defendant]” and

that “[Defendant found such] offer unacceptable”).) Accordingly,

the Complaint satisfies the Article III case-or-controversy

requirement such that the Court possesses subject-matter

jurisdiction.

As far as the Court’s “discretion to decline to entertain a

declaratory judgment action,” Fuscardo, 35 F.3d at 965, Defendant

has demonstrated no “good reason,” id. (quoting Quarles, 92 F.2d at

324), for refusing jurisdiction here. To the extent the Memorandum

raises efficiency concerns or suggests that Plaintiff has

“attempt[ed] to usurp [Defendant’s] inherent right to choose the

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time and place of litigation” or “[ha]s engag[ed] in improper

procedural fencing” (Docket Entry 8 at 5), Defendant has failed to

develop those arguments, and bald assertions cannot qualify as good

reasons. To the contrary, a declaration of Plaintiff’s obligations

under the contract would “serve a useful purpose in clarifying the

legal relations in issue,” Phelps, 433 F. Supp. 2d at 721 (quoting

Aetna Cas. & Sur., 139 F.3d at 422-23), insofar as both parties

deny financial responsibility for replacing or otherwise remedying

the damaged Units.

Additionally, as of the date of the Final Demand Letter,

January 21, 2020, Defendant planned to incur additional expenses to

“cover[ Plaintiff]’s breach” and intended to “recover those costs”

from Plaintiff. (Docket Entry 9-1 at 11.) The Final Demand Letter

further alludes to continuing damages, i.e., “the ongoing effect

that [Plaintiff]’s breach has had on [Defendant]’s business.”

(Id.; see also id. at 6 (“[T]he continued inability to use the[]

Units for their intended purpose inconveniences hotel patrons and

has a damaging effect on [Defendant]’s business.”).) As a result,

a declaratory judgment “will terminate and afford relief from the

uncertainty, insecurity, and controversy giving rise to the

proceeding,” Phelps, 433 F. Supp. 2d at 721 (quoting Aetna Cas. &

Sur., 139 F.3d at 422-23), i.e., whether Plaintiff must pay for the

damages that evidently continued to accrue. See also Marx Indus.,

903 F. Supp. 2d at 367 (finding that, in a case of “potential

ongoing liability . . . a declaratory judgment would serve to

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clarify the parties’ rights and afford relief from uncertainty in

what appears to be unavoidable litigation”).

Finally, the Court need not decline jurisdiction on the

grounds of “federalism, efficiency, [or] comity,” Phelps, 433 F.

Supp. 2d at 721 (quoting Aetna Cas. & Sur., 139 F.3d at 422-23), as

those concerns bear no particular significance under the

circumstances. Although Defendant has mentioned inefficiency as

grounds for dismissing this action (Docket Entry 8 at 5), the

Memorandum fails to explain how a declaratory judgment would fail

to resolve the entire dispute between the parties. As to

federalism and comity, the record reflects neither the pendency of

a separate suit in state court, nor support for the notion that

Plaintiff initiated this action “in a race for res judicata or to

achieve a federal hearing in a case otherwise not removable,”

Phelps, 433 F. Supp. 2d at 721 (quoting Aetna Cas. & Sur., 139 F.3d

at 422-23). For those reasons, the Court will exercise its

discretion to accept jurisdiction.

B. Transfer

1. Relevant Standards

Under Section 1404(a), “[f]or the convenience of parties and

witnesses, in the interest of justice, a district court may

transfer any civil action to any other district or division where

it might have been brought . . . .” 28 U.S.C. § 1404(a). “Upon

consideration of [a] motion to transfer venue, th[e] Court must

make two inquiries: (1) whether [the plaintiff’s] claims might have

been brought in the [transferee court], and (2) whether the

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interest of justice and the convenience of the parties justify

transfer to [such district].” LG Elecs. v. Advance Creative

Comput. Corp., 131 F. Supp. 2d 804, 809 (E.D. Va. 2001). “The

phrase ‘where it might have been brought’ in [S]ection 1404(a)

refers to a forum where venue originally would have been proper for

the claim and where a defendant originally would have been subject

to personal jurisdiction.” Kotsonis v. Superior Motor Express, 539

F. Supp. 642, 645 (M.D.N.C. 1982); see also Harman v. Pauley, 522

F. Supp. 1130, 1133 (S.D.W. Va. 1981) (“The transferee court must

have or be able to obtain personal jurisdiction over the defendant;

otherwise, the Court must find the transfer improper.”).

In turn, the personal-jurisdiction analysis involves a

two-part inquiry. “When a federal court sits in diversity, it ‘has

personal jurisdiction over a non-resident defendant if (1) an

applicable state long-arm statute confers jurisdiction and (2) the

assertion of that jurisdiction is consistent with constitutional

due process.’” Perdue Foods LLC v. BRF S.A., 814 F.3d 185, 188

(4th Cir. 2016) (quoting Nichols v. G.D. Searle & Co., 991 F.2d

1195, 1199 (4th Cir. 1993)). As to the latter requirement,

[t]he Due Process Clause contemplates that a court may

assert jurisdiction over a nonresident defendant through

either of two independent avenues. First, a court may

find specific jurisdiction based on conduct connected to

the suit. If the defendant’s contacts with the State are

also the basis for the suit, those contacts may establish

specific jurisdiction. Second, a court may exercise

personal jurisdiction under the theory of general

jurisdiction, which requires a more demanding showing of

“continuous and systematic” activities in the forum

state.

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Tire Eng’g & Distrib., LLC v. Shandong Linglong Rubber Co., 682

F.3d 292, 302 (4th Cir. 2012) (internal citation and quotation

marks omitted).

As concerns convenience and the interest of justice, the Court

considers the following discretionary factors:

(1) the plaintiff’s initial choice of forum; (2) relative

ease of access to sources of proof; (3) availability of

compulsory process for attendance of unwilling witnesses,

and the cost of obtaining attendance of willing and

unwilling witnesses; (4) possibility of a view of the

premises, if appropriate; (5) enforceability of a

judgment, if one is obtained; (6) relative advantage and

obstacles to a fair trial; (7) other practical problems

that make a trial easy, expeditious, and inexpensive;

(8) administrative difficulties of court congestion;

(9 local interest in having localized controversies

settled at home; (10) appropriateness in having a trial

of a diversity case in a forum that is at home with the

state law that must govern the action; and (11) avoidance

of unnecessary problems with conflicts of law.

Speed Trac Techs., Inc. v. Estes Express Lines, Inc., 567 F. Supp.

2d 799, 802 (M.D.N.C. 2008) (quoting Plant Genetic Sys., N.V. v.

Ciba Seeds, 933 F. Supp. 519, 527 (M.D.N.C. 1996)); see also Lynch

v. Vanderhoef Builders, 237 F. Supp. 2d 615, 617 (D. Md. 2002)

(grouping factors to include “witness convenience and

access, . . . convenience of the parties, and . . . the interest of

justice”). The movant bears the burden of proving that the balance

of factors favors transfer. See Speed Trac Techs., 567 F. Supp. 2d

at 803.

2. Analysis

a. Personal Jurisdiction

In support of Defendant’s request to transfer this action to

the Northern District of Florida, the Memorandum fails to address

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whether the Northern District of Florida would possess personal

jurisdiction (general or specific) over Plaintiff. (See Docket

Entry 8 at 1-11.) The Response asserts that “[Plaintiff] is not

subject to personal jurisdiction in Florida, and transfer to

Florida is improper as a matter of law.” (Docket Entry 9 at 8.)’

However, the Reply maintains that bases exist for both general and

specific personal jurisdiction, such that transfer remains

appropriate. (See Docket Entry 10 at 1-7.)

To decide the personal-jurisdiction question, the Court first

considers whether the “applicable state long-arm statute,” Perdue

Foods, 814 F.3d at 188 (quoting Nichols, 991 F.2d at 1199),

authorizes the exercise of jurisdiction by the Northern District of

Florida. Under Florida’s long-arm statute, a person submits “to

the [specific personal] jurisdiction of the courts of [Florida]”

by, among other things, “[b]reaching a contract in [Florida] by

failing to perform acts required by the contract to be performed in

[Florida].” Fla. Stat. § 48.193(1) (a) (7). “Since the extent of

the long-arm statute is governed by Florida law, federal courts are

required to construe it as would the Florida Supreme Court. Absent

some indication that the Florida Supreme Court would hold

otherwise, [federal courts] are bound to adhere to decisions of

The Response explicitly contests the existence of general

personal jurisdiction without addressing the standard for specific

personal jurisdiction. (See Docket Entry 9 at 8 (“In order for

Plaintiff to be subject to general jurisdiction in Florida,

[Defendant] must demonstrate that Plaintiff’s contacts with Florida

are ‘continuous and systematic.’” (quoting Helicopteros Nacionales

de Colombia, S.A. v. Hall, 466 U.S. 408, 415 (1984))).)

-19-

[Florida’s] intermediate courts.” Sculptchair, Inc. v. Century

Arts, Ltd., 94 F.3d 623, 627 (llth Cir. 1996) (internal citation

and quotation marks omitted); see also Assicurazioni Generali,

S.p.A. v. Neil, 160 F.3d 997, 1003 (4th Cir. 1998) (“A federal

court can depart from an intermediate court’s fully reasoned

holding as to state law only if ‘convinced’ that the state’s

highest court would not follow that holding.”). “Under [Florida

law], [a non-resident] company [remains] subject to personal

jurisdiction in Florida to defend a complaint alleging breach of

contract, where the parties’ agreement obligated the defendant

[company] to provide equipment to the plaintiff in Florida and the

plaintiff alleged . . . that [the equipment] did not conform to

contract specifications.” Intego Software, LLC v. Concept Dev.,

Inc., 198 So. 3d 887, 894 (Fla. Dist. Ct. App. 2016).

Here, the Second Amended Complaint and associated exhibits

indicate that Defendant claimed a breach of contract in its

correspondence with Plaintiff. (See Docket Entry 15, II 21-22; see

also Docket Entry 9-1 at 5-7; Docket Entry 9-1 at 10-12.) More

specifically, Defendant has asserted that “[the Units] did not

conform to contract specifications,” Intego Software, 198 So. 3d □□

894. (See Docket Entry 9-1 at 5-7; Docket Entry 9-1 at 10-12.)

Although Plaintiff disputes the facts underlying that claim (Docket

Entry 15, @ 26), the record fairly supports the notion that

Plaintiff’s conduct, as alleged by Defendants, would subject

Plaintiff to specific personal jurisdiction in the Northern

District of Florida (see, e.g., Docket Entry 8-1 at 7 (Purchase

-~20-

Order indicating shipment to Pensacola, Florida); Docket Entry 9-1

at 6 (Demand Letter referencing “[Plaintiff’s] contractual and

implied warranty obligations”); Docket Entry 9-1 at 11 (Final

Demand Letter “notif[ying Plaintiff]” of breach based on its

“fail[ure] to fulfill warranty obligations in accordance with the

Florida UCC and [P]urchase [O]rder terms”)).8 Because the

foregoing circumstances fit within at least one provision of

Florida’s long-arm statute, Defendant has satisfied the first

element of the specific personal-jurisdiction analysis.9

Continuing to the second element of that inquiry:

[The Fourth Circuit] ha[s] synthesized the due[-]process

requirements for asserting specific personal jurisdiction

into a three-prong test: “(1) the extent to which the

defendant purposefully availed itself of the privilege of

conducting activities in the State; (2) whether the

plaintiff[’]s[] claims arise out of those activities

directed at the State; and (3) whether the exercise of

personal jurisdiction would be constitutionally

reasonable.”

UMG Recordings, Inc. v. Kurbanov, 963 F.3d 344, 351–52 (4th Cir.

2020) (quoting Consulting Eng’rs Corp. v. Geometric Ltd., 561 F.3d

273, 278 (4th Cir. 2009)). “The first prong articulates the

8 The Northern District of Florida encompasses Escambia

County, 28 U.S.C. § 89(a), the location of Defendant’s Pensacola

warehouse (see Docket Entry 8-1 at 7).

9 Florida’s long-arm statute also provides for general

personal jurisdiction over “[a] defendant who is engaged in

substantial and not isolated activity within [Florida], whether

such activity is wholly interstate, intrastate, or

otherwise . . . .” Fla. Stat. § 48.193(2). Because that statute

separately authorizes Florida courts to exercise specific personal

jurisdiction over Plaintiff for purposes of this action, the Court

declines to consider issues relating to general personal

jurisdiction.

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minimum contacts requirement of constitutional due process that the

defendant purposefully avail himself of the privilege of conducting

business under the laws of the forum state.” Consulting Eng’rs,

561 F.3d at 278. As concerns “purposeful availment,” the Court

weighs the following factors:

(1) whether the defendant maintained offices or agents in

the State; (2) whether the defendant maintained property

in the State; (3) whether the defendant reached into the

State to solicit or initiate business; (4) whether the

defendant deliberately engaged in significant or

long-term business activities in the State; (5) whether

a choice of law clause selects the law of the State;

(6) whether the defendant made in-person contact with a

resident of the State regarding the business

relationship; (7) whether the relevant contracts required

performance of duties in the State; and (8) the nature,

quality, and extent of the parties’ communications about

the business being transacted.

UMG Recordings, Inc., 963 F.3d at 352 (quoting Sneha Media & Ent.,

LLC v. Associated Broad. Co. P. Ltd., 911 F.3d 192, 198-99 (4th

Cir. 2018)). Under the second prong, “the defendant’s contacts

with the forum state [must] form the basis of the suit.”

Consulting Eng’rs, 561 F.3d at 278–79. Finally, factors relevant

to the third prong

include: (1) the burden on the defendant of litigating in

the forum; (2) the interest of the forum state in

adjudicating the dispute; (3) the plaintiff’s interest in

obtaining convenient and effective relief; (4) the shared

interest of the states in obtaining efficient resolution

of disputes; and (5) the interests of the states in

furthering substantive social policies.

Id. at 279.

Here, the application of those factors satisfies due-process

requirements such that a Florida court may exercise specific

personal jurisdiction over Plaintiff. As for Plaintiff’s

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“purposeful availment,” the Felsen Declaration establishes that

“[Plaintiff] has no offices, employees, business records, property,

bank accounts or other presence in Florida.” (Docket Entry 9-1,

¶ 5.) At the same time, however, the Felsen Declaration

acknowledges an unspecified number of communications “by telephone,

facsimile, mail, or electronic mail” (id., ¶ 10) relating to

contract negotiations, to arrangements for the delivery of

furniture, including the Units (id.), “for a hotel in Pensacola,

Florida” (id., ¶ 6), and to “discussions regarding [Defendant]’s

warranty claims” (id., ¶ 11). Moreover, the verified copies of the

correspondence between Plaintiff and Defendant establish that their

business relationship began before August 2017, when Defendant sent

the at-issue Purchase Order. In that regard, Plaintiff’s response

to the Demand Letter mentions “other Hampton projects in which

[Plaintiff] engaged with [Defendant]” (Docket Entry 9-1 at 8

(emphasis added)) and offers to cover certain costs related to

Defendant’s complaints about the Units “because [Plaintiff] values

[Defendant] as a customer” (id. at 9). The response further

conditions one aspect of that offer on “[Plaintiff] receiv[ing]

another order for a full renovation of the goods at another

property” (id.). Such evidence suggests an “ongoing business

relationship with a resident of [Florida, which] indicates that

[Plaintiff] has purposefully directed activities at [that] forum.”

Taltwell, LLC v. Zonet USA Corp., No. 3:07cv543, 2007 WL 4562874,

at *8 (E.D. Va. Dec. 20, 2007) (unpublished).

-23-

The nature of this action plainly satisfies the second prong,

as the foregoing “contacts with the forum state form the basis of

[Plaintiff’s] suit,” Consulting Eng’rs, 561 F.3d at 278-79. “Where

activity in the forum state is ‘the genesis of [the] dispute,’ this

prong is easily satisfied.” Tire Eng’g & Distrib., 682 F.3d at 303

(quoting CFA Inst. v. Institute of Chartered Fin. Analysts of

India, 551 F.3d 285, 295 (4th Cir. 2009).

Turning to the third-prong factors, “such an analysis ensures

that litigation is not so gravely difficult and inconvenient as to

place the defendant at a severe disadvantage in comparison to his

opponent.” CFA Inst., 551 F.3d at 296 (internal quotation marks

omitted). No such disadvantage appears here, given Plaintiff’s

reasonably accessible headquarters in North Carolina (Docket Entry

9-1, 97 4). See Fallon Luminous Prods. Corp. v. Multi Media Elecs.,

Inc., 343 F. Supp. 2d 502, 508 (D.S.C. 2004) (deeming exercise of

personal jurisdiction consistent with due process when plaintiff

initiated lawsuit in South Carolina against defendant based in New

York). As far as Florida’s interests in this action, Defendant (a

Florida citizen) has expressed an intent to litigate a claim under

the Florida UCC (see Docket Entry 9-1 at 11), and “[Florida] has a

paternal interest in the recovery by one of its citizens of

appropriate compensation,” Lee v. Walworth Valve Co., 482 F.2d 297,

299 (4th Cir. 1973). None of the other reasonableness factors

carries decisive weight; indeed, the Response fails to address any

such factor (see Docket Entry 9 at 7-9). As summarized by

Defendant, under the circumstances, “[Plaintiff] cannot reasonably

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be surprised or prejudiced by being subject to [specific] personal

jurisdiction in Florida.” (Docket Entry 10 at 6.)

In sum, the Northern District of Florida possesses specific

personal jurisdiction over Plaintiff, and the exercise of such

jurisdiction comports with due-process principles.

b. Interest of Justice and Convenience of the Parties

The Memorandum contends that the applicable factors favor

transfer under Section 1404(a). (See Docket Entry 8 at 7-11.) In

that regard, the Memorandum emphasizes that Plaintiff’s choice of

forum merits less weight in the context of a declaratory action.

(See id. at 10.)*° The Memorandum further states that Florida law

should govern the dispute (see id. at 8-10; see also id. at 5-7

(arguing for application of Florida law in support of request to

dismiss action)), that transfer would facilitate “access to sources

of proof” (id. at 11), that “the availability of compulsory process

for attendance of unwilling witnesses weighs in favor of Florida”

(id.), and that the Units “remain in Florida today” (id. at 10).

Finally, the Memorandum concludes that transfer would involve fewer

“conflicts of law and relative obstacles to a fair trial.” (Id. at

11.)

© In particular, the Memorandum asserts that, “while there

is ordinarily a strong presumption in favor of a plaintiff’s choice

of forum, that presumption is lessened where a plaintiff files a

preemptive declaratory judgment action in order to deprive the

‘natural plaintiff’ — the one who wishes to present a grievance for

resolution by a court,’ of its choice of forum.” (Docket Entry 8

at 8 (quoting Piedmont Hawthorne Aviation, Inc. v. TriTech Env’t

Health & Safety, Inc., 402 F. Supp. 2d 609, 616 (M.D.N.C. 2005)).)

~25-

For its part, Plaintiff emphasizes the presumption favoring

its own choice of forum (Docket Entry 9 at 10), the ease of

electronic document transfer (id.), the location of likely

witnesses outside Florida (id. at 10–11), the fact that Defendant

owns property in North Carolina (for purposes of enforcing a

judgment) (id. at 11), and North Carolina’s interest in settling

controversies concerning resident businesses (like Plaintiff) (id.

at 12).

Based on the below assessment of the pertinent factors, the

Court concludes that Defendant has carried its burden to show that

the circumstances warrant transfer.

i. Plaintiff’s Initial Choice of Forum

“Generally, a plaintiff’s choice of forum is entitled to

substantial weight.” Acterna, L.L.C. v. Adtech, Inc., 129 F. Supp.

2d 936, 938 (E.D. Va. 2001). However, “[t]he weight given [to] the

plaintiff’s choice varies in proportion to the connection between

the forum and the cause of action. Thus, a plaintiff’s choice of

its home forum is given more weight than its choice of a foreign

forum.” GTE Wireless, Inc. v. Qualcomm, Inc., 71 F. Supp. 2d 517,

519 (E.D. Va. 2001). Courts also look to whether the “operative

facts have [a] material connection with the chosen forum.”

Acterna, 129 F. Supp. 2d at 938.

Here, such factor merits less than “substantial weight,” id.,

because the record reflects no significant connection between the

Middle District of North Carolina and the parties’ dispute.

Although Plaintiff filed suit in its home forum (see Docket Entry

-26-

9-1, FT 4), the events leading up to this action occurred in the

Northern District of Florida, where Plaintiff delivered the

supposedly defective products (see Docket Entry 8-1 at 7) and where

Defendant discovered the alleged defects (id. at 91 (notice from

Defendant advising Plaintiff about problems with Units at “Hampton

Inn Pensacola Beach . .. [in] Pensacola Beach, [Florida]”))."

ii. Witness Convenience and Access to Proof

“When considering the ease of access to sources of proof,

courts consider the availability of witnesses and other evidence

for trial.” JIHFC Props., LLC v. APA Mktg., 850 F. Supp. 2d 604,

623 (M.D.N.C. 2012). “The party asserting witness inconvenience

has the burden to proffer, by affidavit or otherwise, sufficient

details respecting the witnesses and their potential testimony to

enable the court to assess the materiality of evidence and the

‘lt As concerns the nature of this action, the Court notes that

Defendant likely qualifies as “the natural plaintiff,” Piedmont

Hawthorne Aviation, 402 F. Supp. 2d at 616, which normally enjoys

the privilege of litigating in its home forum. Courts have

afforded less weight to the initial choice of forum when a litigant

files “a suit for declaratory judgment aimed solely at wresting the

choice of forum from the ‘natural plaintiff,’” Hyatt Int’l Corp. v.

Coco, 302 F.3d 707, 718 (7th Cir. 2002) (internal quotation marks

omitted). See also Piedmont Hawthorne Aviation, 402 F. Supp. 2d at

616 (citing Hyatt Int’l, 302 F.3d at 718). However, because the

Court found no procedural impropriety in Plaintiff’s decision to

initiate a declaratory action, see Phelps, 433 F. Supp. 2d at 721,

the Court declines to fully discount the first discretionary factor

for purposes of Section 1404(a), Plaintiff’s initial choice of

forum.

—?27-

degree of inconvenience.” Koh v. Microtek Int’l, Inc., 250 F.

Supp. 2d 627, 636 (E.D. Va. 2003).12

Here, access to proof slightly favors transfer to the Northern

District of Florida. As far as “employees or contractors having

personal knowledge of the facts underlying this dispute” (Docket

Entry 9-1, ¶ 13), Plaintiff has averred that such individuals live

“outside the State of Florida” (id.). The Felsen Declaration

identifies one potential third-party witness, “Adrian Caradine

Contract Design, Inc., who . . . resides in Tennessee” (id., ¶ 9).

In similar fashion, Defendant has sworn that its “employees having

personal knowledge of the facts underlying this dispute are located

in Florida and would be substantially inconvenienced should

[Defendant] have to litigate this claim in North Carolina.”

(Docket Entry 8-1, ¶ 16.) Neither affidavit offers particular

details about the materiality of such witness testimony or the

degree of inconvenience. (See id.; Docket Entry 9-1, ¶¶ 9, 13.)

To the extent the resolution of the parties’ dispute will require

review of business records, Plaintiff has represented that such

records reside in North Carolina (Docket Entry 9-1, ¶ 12), whereas

Defendant stores its records in Florida (Docket Entry 8-1, ¶ 17).

As far as other kinds of potential proof, Defendant has sworn that

the Units remain in Florida. (Id., ¶ 15.) Despite the Response’s

12 “Although the moving party bears the ultimate burden of

establishing the propriety of transfer, courts have imposed the

burden of proffering details about witnesses and potential

testimony to non-moving parties who oppose transfer on the ground

of witness inconvenience.” D2L Ltd. v. Blackboard, Inc., 671 F.

Supp. 2d 768, 780 n.17 (D. Md. 2009).

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contrary contention (see Docket Entry 9 at 11), the Court declines

to deem the Units’ physical condition wholly irrelevant at this

stage. Given that at least one of Plaintiff’s potential witnesses

may need to travel across state lines regardless of forum and given

that Defendant has housed the supposedly defective Units in

Florida, the second factor provides some support for transfer.

iii. Convenience of Parties

“A mere shifting of the burden neither weighs in favor of

retaining nor of transferring venue.” Intranexus, Inc. v. Siemens

Med. Sols. Health Servs. Corp., 227 F. Supp. 2d 581, 585 (E.D. Va.

2002). In general, “when plaintiffs file suit in their home forum,

convenience to parties rarely, if ever, operates to justify

transfer.” Board of Trs. v. Baylor Heating & Air Conditioning,

Inc., 702 F. Supp. 1253, 1259 (E.D. Va. 1988).

Here, party inconvenience merits little weight, as transfer

would merely shift the burden between the parties.

iv. Interest of Justice

The “interest of justice” inquiry “encompass[es] those factors

unrelated to witness and party convenience.” Acterna, 129 F. Supp.

2d at 939–40. Two factors, in particular, warrant consideration

under the circumstances: “local interest in having localized

controversies settled at home,” Plant Genetic Sys., 933 F. Supp. at

527, and “appropriateness in having a trial of a diversity case in

a forum that is at home with the state law that must govern the

action,” id.

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Turning first to the question of governing law, “federal

courts in diversity of citizenship cases are governed by the

conflict of laws rules of the courts of the states in which they

sit.” Griffin v. McCoach, 313 U.S. 498, 503 (1948). In the

context of a transfer under Section 1404(a), “the transferor

court’s choice-of-law rules apply.” Pender v. Bank of Am. Corp.,

788 F.3d 354, 369 (4th Cir. 2015). Accordingly, in this diversity

action, the Court applies North Carolina’s choice-of-law rules.

“[U]nder North Carolina law, substantive guestions of contract

construction and interpretation are governed by the law of the

state where the contract was made.” Piedmont Hawthorne Aviation,

Inc. v. Tritech Env’t Health & Safety, Inc., 402 F. Supp. 2d 609,

617 (M.D.N.C. 2005). “However, . . . when ‘a contract is to be

performed wholly outside the state in which the contract was

made[,]’ . . . the law of the place of performance governs.”

Rizoti v. Plemmons, 91 F. App’x 793, 796 (4th Cir. 2003) (quoting

Cocke v. Duke Univ., 260 N.C. 1, 8, 131 S.E. 2d 909, 913 (1963)).

Consistent with those principles, Florida law governs

“contract construction and interpretation,” Piedmont Hawthorne

Aviation, 402 F. Supp. 2d at 617, in this case. Some uncertainty

remains about where the parties “made” the contract (see Docket

Entry 9-1, 97 10 (averring that parties communicated by electronic

means)), but performance undoubtedly occurred upon delivery of the

Units (among other items) to Defendant’s warehouse in Pensacola,

Florida. (See Docket Entry 8-1 at 7 (listing Defendant’s address) □□

Defendant has advocated for the application of Florida law (see

-~30-

Docket Entry 8 at 5–11), whereas Plaintiff has characterized the

choice-of-law issue as “premature” (Docket Entry 9 at 4 n.2).

Because the choice of governing law informs the transfer inquiry,

the Court reaches the issue and concludes that such factor favors

transfer to the Northern District of Florida.

As far as whether this controversy qualifies as “localized,”

Plant Genetic Sys., 933 F. Supp. at 527, the applicability of

Florida law to a claim concerning a Florida citizen indicates that

Florida courts possess an interest in resolving the controversy.

See BHP Int’l Inv., Inc. v. Online Exch., Inc., 105 F. Supp. 2d

493, 499 (E.D. Va. 2000) (“Although this court could familiarize

itself with [another state’s] law for the purposes of the case at

bar, the court finds that [the other state’s] courts have a strong

interest in having local controversies decided at home.”). As a

result, such factor favors transfer.

For the foregoing reasons, in order to facilitate access to

potential proof and in the interest of justice, the Northern

District of Florida constitutes a more appropriate forum.13

13 No party has addressed whether the Northern District of

Florida qualifies as a proper venue where this action “might have

been brought,” Kotsonis, 539 F. Supp. at 645 (quoting 28 U.S.C.

§ 1404(a)). (See Docket Entry 8 at 1–11; Docket Entry 9 at 1–12;

Docket Entry 10 at 1–7.) The applicable statute provides, in

relevant part, that “[a] civil action may be brought in . . . a

judicial district in which any defendant resides, if all defendants

are residents of the State in which the district is located; [or]

a judicial district in which a substantial part of the events or

omissions giving rise to the claim occurred . . . .” 28 U.S.C.

§ 1391(b)(1), (2). Additionally, for venue purposes, an entity

qualifies as a resident of “any judicial district in which such

defendant is subject to the court’s personal jurisdiction with

(continued...)

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CONCLUSION

At this stage, Plaintiff adequately has alleged an actual

controversy, such that the Court possesses subject-matter

jurisdiction to render a declaratory judgment, and Defendant has

shown no “good reason,” Quarles, 92 F.2d at 324, for the Court to

decline to exercise such jurisdiction. Additionally, the Northern

District of Florida may exercise specific personal jurisdiction

over Plaintiff consistent with Florida’s long-arm statute and due-

process principles. Finally, the balance of factors under Section

1404(a) weighs in favor of transfer, given the location of the

Units in Florida, the applicability of Florida law, and the

interest of Florida courts in resolving such controversy.

IT IS THEREFORE ORDERED that Defendant’s Motion (Docket Entry

7) is DENIED IN PART and GRANTED IN PART, such that the Court will

deny Defendant’s request to dismiss this action but will transfer

this action to the Northern District of Florida.

/s/ L. Patrick Auld

L. Patrick Auld

United States Magistrate Judge

March 25, 2021

13(...continued)

respect to the civil action in question.” Id. § 1391(c). Here,

the Northern District of Florida constitutes a proper venue under

Section 1391 because (i) Defendant resides in that district (with

its principal place of business in Gulf Breeze, Florida (Docket

Entry 8-1, ¶ 18)), (ii) Plaintiff remains subject to personal

jurisdiction in that district, and (iii) “a substantial part of the

events or omissions giving rise to the claim occurred,” id.

§ 1391(b)(2), in that district.

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