Weinreich v. Brooks

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF UTAH CENTRAL DIVISION

MARC WEINREICH, an individual,

MEMORANDUM DECISION

Plaintiff, AND ORDER GRANTING IN

v. PART BROOKS’S MOTION TO

DISMISS, OR IN THE

CYNTHIA BROOKS, an individual, and ALTERNATIVE, TO TRANSFER

GREENFIELD ENVIRONMENTAL AND GRANTING

TRUST GROUP, INC., a Massachusetts GREENFIELD’S MOTION TO

corporation, TRANSFER

Defendants.

Case No. 2:19-CV-953-TS-CMR

Judge Ted Stewart

Plaintiff Marc Weinreich, who was a part-owner of Defendant Greenfield Environmental

Trust Group, Inc. (“Greenfield”), challenges actions Greenfield and his former co-owner

Defendant Cynthia Brooks allegedly took to freeze him out of Greenfield. There are currently

three motions pending: (1) Brooks’s Motion to Dismiss for Personal Jurisdiction or, in the

alternative, to Transfer; (2) Greenfield’s Motion to Transfer; and (3) Weinreich’s Motion to

Amend the Complaint. For the following reasons, the Court finds it does not have personal

jurisdiction over Brooks and transfers the claims against her to the District of Massachusetts

under 28 U.S.C. § 1631 and grants Greenfield’s motion to transfer to the District of

Massachusetts. Accordingly, the Court declines to rule on Weinreich’s motion to amend.

I. BACKGROUND FACTS

Brooks is a citizen and resident of Massachusetts, and Greenfield is a company that

operates virtually and is incorporated and has its principal place of business in Massachusetts.1

Weinreich currently lives in Utah.2 In or around 2000, Weinreich and Brooks both lived in

Massachusetts and began running Greenfield together.3 They allocated 51% ownership of

Greenfield to Brooks and 49% ownership to Weinreich, and they worked together from 2000 to

2018.4 From 2000 through 2008, both Weinreich and Brooks lived and worked in

Massachusetts,5 and in 2009, Weinreich moved to Utah.6 According to Weinreich, he moved “in

part so that [he] could be closer to Greenfield’s existing Montana project,”7 but Brooks says she

“did not request or require Mr. Weinreich move to Utah.”8 Weinreich alleges Brooks participated

in and/or approved numerous Greenfield activities in and related to Utah since 2009, including

approving a press release noting Greenfield had a satellite office in Utah,9 publishing employee

guides stating Greenfield’s corporate headquarters was located in Utah,10 including the Utah

contact information on the Greenfield website,11 registering Greenfield to do business in Utah,12

1 Docket No. 3, at 10.

2 Id.

3 Docket No. 49 ¶ 2.

4 Id. ¶¶ 3, 6.

5 Id. ¶ 7.

6 Id. ¶ 8.

7 Id.

8 Docket No. 22 ¶ 8.

9 Docket No. 49 ¶ 10.

10 Id. ¶ 12.

11 Id. ¶¶ 11, 14–15.

12 Id. ¶ 13.

forwarding some Greenfield mail to Utah,13 leasing property in Utah,14 and employing Utah

residents.15 Brooks also regularly communicated with Weinreich and other Utah employees

about Greenfield business.16

In May 2018, Brooks attended a company meeting in Salt Lake City, Utah.17 Weinreich

alleges Brooks pulled him aside at that meeting and “accused [him] of trying to steal Greenfield

from her and vowed that she would not let that happen.”18 On July 1, 2019—over a year after the

Utah meeting—Brooks distributed a Reorganization Plan that allegedly stripped Weinreich of his

responsibilities and constructively fired him.19 Weinreich filed a Complaint against Defendants20

alleging shareholder oppression and wrongful discharge in violation of public policy against

Brooks and Greenfield, breach of contract against Greenfield, and breach of fiduciary duty

against Brooks.21 The pending motions include (A) Brooks’s Motion to Dismiss for Lack of

Personal Jurisdiction, or, in the alternative, to Transfer; (B) Greenfield’s Motion to Transfer; and

(C) Weinreich’s Motion to Amend the Complaint. Each will be addressed individually.

13 Id. ¶ 19.

14 Id. ¶ 18.

15 Id. ¶ 20.

16 Id. ¶¶ 22, 24.

17 Id. ¶ 26.

18 Id. ¶ 28.

19 Id. ¶ 30.

20 Weinreich originally brought his Complaint against three defendants: Brooks,

Greenfield, and Greenfield Environmental Multistate Trust LLC. See Docket No. 3, at 1.

However, the parties submitted a stipulated motion to dismiss Greenfield Environmental

Multistate Trust LLC on March 15, 2020, see Docket No. 27, and this Court granted that motion

on March 27, 2020, see Docket No. 30.

21 Docket No. 3, at 7–30.

II. ANALYSIS

A. Motion to Dismiss

Brooks submitted a motion to dismiss for lack of personal jurisdiction under Rule

12(b)(2). As a general rule, “[t]he [p]laintiff bears the burden of establishing personal

jurisdiction over the defendant.”22 “When a district court rules on a Fed. R. Civ. P. 12(b)(2)

motion to dismiss for lack of personal jurisdiction without holding an evidentiary hearing, as in

this case, the plaintiff need only make a prima facie showing of personal jurisdiction to defeat

the motion.”23 A plaintiff can do this “by demonstrating, via affidavit or other written materials,

facts that if true would support jurisdiction over the defendant.”24 When analyzing the existence

of personal jurisdiction, a court must take as true all well-pleaded facts and all “factual disputes

in the parties’ affidavits must be resolved in plaintiff[’s] favor.”25

Personal jurisdiction must be consistent with the forum state’s long-arm statute and the

due process clause of the Fourteenth Amendment.26 Utah’s long-arm statute “assert[s]

jurisdiction over nonresident defendants to the fullest extent permitted by the due process clause

of the Fourteenth Amendment to the United States Constitution,”27 so the Court need only

conduct a due process analysis. Weinreich alleges the Court has general and specific jurisdiction

over Brooks, so the Court must determine whether either of these is consistent with due process.

22 OMI Holdings, Inc. v. Royal Ins. Co. of Can., 149 F.3d 1086, 1091 (10th Cir. 1998)

(quoting Rambo v. Am. S. Ins. Co., 839 F.2d 1415, 1417 (10th Cir. 1988)).

23 Id.

24 Id.

25 Dudnikov v. Chalk & Vermillion Fine Arts, Inc., 514 F.3d 1063, 1070 (10th Cir.

2008).

26 Emp’rs Mut. Cas. Co. v. Bartile Roofs, Inc., 618 F.3d 1153, 1159 (10th Cir. 2010).

27 Soma Med. Int’l v. Standard Chartered Bank, 196 F.3d 1292, 1297 (10th Cir. 1999)

(quoting Utah Code Ann. § 78-27-22).

1. General Jurisdiction

General jurisdiction, also known as all-purpose jurisdiction, grants jurisdiction over a

defendant for any claim regardless of where the events related to that claim occurred.28 General

jurisdiction is consistent with due process when the defendant’s “affiliations with the State are so

‘continuous and systematic’ as to render them essentially at home in the forum State.”29 “For an

individual, the paradigm forum for the exercise of general jurisdiction is the individual’s

domicile.”30 The Supreme Court has only found general jurisdiction over an individual defendant

when the individual is domiciled in the forum state, when the nonresident individual explicitly

consents to jurisdiction in the forum state, or when the nonresident individual is physically

present in the forum state.31 Weinreich does not allege any of these. Instead, he argues Utah has

general jurisdiction over Brooks because she was a primary participant in the activities that

allegedly establish general jurisdiction over Greenfield in Utah.

The Tenth Circuit has recognized that “employees of a corporation that is subject to the

personal jurisdiction of the courts of the forum may themselves be subject to jurisdiction if those

employees were primary participants in the activities forming the basis of jurisdiction over the

corporation.”32 The Tenth Circuit’s primary participant rule relies on Calder v. Jones, which held

that specific jurisdiction existed over the defendant employees because they were “primary

28 See Goodyear Dunlop Tires Operations, S.A. v. Brown, 564 U.S. 915, 919 (2011).

29 Id.

30 Id. at 924.

31 Grice v. VIM Holdings Grp., LLC, 280 F. Supp. 3d 258, 269–70 (D. Mass. 2017)

(collecting cases).

32 Application to Enforce Admin. Subpoenas Duces Tecum of S.E.C. v. Knowles, 87

F.3d 413, 418 (10th Cir. 1996) (citing Calder v. Jones, 465 U.S. 783, 790 (1984)).

participants in an alleged wrongdoing.” 33 This language suggests the primary participant

justification is limited to specific jurisdiction for the actions underlying the claims and does not

extend general jurisdiction over employees. 34 This is consistent with the principle that general

jurisdiction exists where the defendant is “essentially at home.” In most cases, employees are not

“at home” in a state simply because their work requires them to conduct activities in that state.

Furthermore, Weinreich’s interpretation would allow employees to be sued for any reason in

states they have only contacted in connection with their jobs. This cannot be.

Weinreich alleges there is general jurisdiction over Brooks in Utah because she approved

a press release that described the Utah office as a satellite office of Greenfield, approved the use

of a Utah telephone number on Greenfield’s website, approved Greenfield designating Utah as

its corporate headquarters, and approved and was involved in transferring Greenfield activities to

Utah and hiring employees in Utah. Weinreich also alleges that Brooks forwarded some

Greenfield mail to Utah, regularly contacted Weinreich and other Utah employees, and attended

two meetings in Utah as part of her responsibilities to Greenfield. Excluding the two meetings in

Utah, she could have conducted and approved all of these activities from her home in

Massachusetts, and she has only visited Utah a handful of times in over ten years. Nothing about

Brooks’s actions suggests she is “essentially at home” in Utah or that she could be sued in Utah

for actions unrelated to Greenfield. Therefore, general jurisdiction over Brooks in Utah is

inconsistent with due process.

33 465 U.S. at 790.

34 See Dig. Mentor, Inc. v. Ovivo USA, LLC, No. C17-1935-RAJ, 2018 WL 6724765,

at *3 (W.D. Wash. Dec. 21, 2018) (“Calder does not indicate that general jurisdiction can be

established through this ‘primary participant theory,’ only that in assessing the individual

defendants’ contacts with the forum State, specific jurisdiction was proper where their individual

actions were directed toward a resident of that forum State.”).

2. Specific Jurisdiction

Unlike general jurisdiction, specific jurisdiction only exists over a defendant when there

is a connection between the forum and the underlying controversy.35 To determine whether

specific jurisdiction is consistent with due process, courts conduct a two-part inquiry: “First, we

must determine whether the defendant has such minimum contacts with the forum state ‘that he

should reasonably anticipate being haled into court there.’”36 “Second if the defendant’s actions

create sufficient minimum contacts, we must then consider whether the exercise of personal

jurisdiction over the defendant offends ‘traditional notions of fair play and substantial justice.’”37

The minimum contacts analysis “focuses on the relationship among the defendant, the

forum, and the litigation.”38 To exercise jurisdiction, “the defendant’s suit-related conduct must

create a substantial connection with the forum State.”39 The minimum contacts test is satisfied

when (1) the defendant purposefully directed his or her activities at the forum state and (2) the

plaintiff’s injuries arise out of defendant’s forum-related activities.40 The Supreme Court has

clarified that “[t]he proper question is not where the plaintiff experienced a particular injury or

effect but whether the defendant’s conduct connects him to the forum in a meaningful way.”41

35 See Bristol-Myers Squibb Co. v. Super. Ct. of Cal., S. F. Cty., 137 S. Ct. 1773, 1780

(2017).

36 OMI Holdings, 149 F.3d at 1091 (quoting World-Wide Volkswagen Corp. v.

Woodson, 444 U.S. 286, 297 (1980)).

37 Id. (quoting Asahi Metal Indus. Co. v. Super. Ct. of Cal., 480 U.S. 102, 113

(1987)).

38 Walden v. Fiore, 571 U.S. 277, 284 (2014) (internal quotations and citations

omitted).

39 Id.

40 See Burger King Corp. v. Rudzewicz, 471 U.S. 462, 472 (1985); Dudnikov, 514

F.3d at 1071.

41 Walden, 571 U.S. at 290.

The minimum contacts analysis in Anzures v. Flagship Restaurant Group is analogous

and instructive.42 Anzures was one of three members of an LLC who sued one of the other

members, Flagship Restaurant Group, a Nebraska organization, and Nick Hogan, a Nebraska

resident who partially owned Flagship.43 Like Weinreich, Anzures claimed the defendants

“attempted to squeeze Anzures out [of the LLC]” by restructuring it.44 However, the Tenth

Circuit found Colorado did not have personal jurisdiction over the defendants.45

The court found the allegedly tortious conduct—restructuring the ownership of the

LLC—was not purposefully directed at Colorado.46 The court reasoned that the LLC was

registered in Nevada, had its principal place of business in Nebraska, and Anzures originally

reached out to Hogan in Nebraska to propose forming the LLC, so the formation, structure, and

restructure of the LLC were not directed at Colorado.47 The court also found the LLC’s business

contacts with Colorado, such as hiring a Colorado attorney and Anzures’s sales activities, were

not related to the reorganization, and Anzures’s claims did not arise out of those Colorado

activities.48 “In short, defendants’ suit-related conduct did not create any meaningful contacts

with Colorado itself, and the fact that Anzures was affected in Colorado (because he resides

there) is insufficient to authorize personal jurisdiction over defendants.”49

42 819 F.3d 1277 (10th Cir. 2016).

43 Id. at 1278–79.

44 Id. at 1279.

45 Id. at 1279, 1281.

46 Id. at 1281.

47 Id.

48 Id.

49 Id. (emphasis added).

Weinreich argues Anzures is not analogous because both defendants moved to dismiss for

lack of personal jurisdiction and there was not personal jurisdiction over either defendant.

Weinreich argues that unlike in Anzures there is jurisdiction over Greenfield in Utah, and

Brooks’s participation in Greenfield’s Utah-related activities supports finding jurisdiction over

Brooks as well. But the court did not rely on the corporation defendant’s jurisdictional status to

determine if there was jurisdiction over the individual defendant. Rather, “[m]inimum contacts

must be found as to each defendant over whom the court exercises jurisdiction.”50 With these

guiding principles and the comparable facts and analysis in Anzures, the Court finds it does not

have specific jurisdiction over Brooks as explained below.

For tort claims like those against Brooks, courts first look to whether the defendant

“‘purposefully directed’ its activities at the forum state.”51 Purposeful direction requires “an

intentional action . . . expressly aimed at the forum state . . . [and] knowledge that the brunt of

the injury would be felt in the forum state.”52 Weinreich argues Brooks acted intentionally and

knew her actions would harm Weinreich in Utah, but this is not sufficient. Weinreich must also

show that Brooks expressly aimed her actions at Utah. Like in Anzures, Brooks’s allegedly

tortious conduct involved altering the ownership structure of Greenfield. Greenfield is

incorporated in and has its principal place of business in Massachusetts and Brooks originally

reached out to Weinreich in Massachusetts to form Greenfield. In addition, Brooks conducted the

allegedly tortious activities in Massachusetts. Thus, the formation, structure, and reorganization

of Greenfield is not related to or expressly aimed at Utah.

50 Home-Stake Prod. Co. v. Talon Petroleum, C.A., 907 F.2d 1012, 1020 (10th Cir.

1990).

51 Dudnikov, 514 F.3d at 1071.

52 Id. at 1072.

Weinreich also alleges that Brooks yelled at him and accused him of trying to steal

Greenfield from her at a meeting in Utah in 2018. Brooks did not mention restructuring

Greenfield or any other allegedly tortious action, so this statement and its location do not add

anything to suggest that Brooks expressly aimed her allegedly tortious actions toward the state of

Utah. And “the fact that [Weinreich] was affected in [Utah] (because he resides there) is

insufficient to authorize personal jurisdiction over [Brooks].”53

Brooks may have purposefully directed conduct at Utah when approving and

participating in Greenfield’s Utah business activities, but Weinreich’s claims do not arise out of

these activities as explained below.

The “arise out of” element is a causal requirement, but the Tenth Circuit has not

determined whether it requires proximate causation or but-for causation.54 Under the proximate

causation approach, courts “examine[] whether any of the defendant’s contacts with the forum

are relevant to the merits of the plaintiff’s claim.”55 Under the but-for causation approach, “any

event in the causal chain leading to the plaintiff’s injury is sufficiently related to the claim to

support the exercise of specific jurisdiction.”56 Weinreich’s allegations fail both tests.

Weinreich relies heavily on the Utah gathering in 2018, arguing that his disagreement

with Brooks was the catalyst for Brooks’s tortious activity. However, this allegation is

conclusory and speculative. Even if it were well-pleaded, this encounter with Brooks did not

cause nor is it relevant to the merits of the claims against Brooks. Weinreich also mentions that

Brooks communicated with him in Utah regarding the reorganization, but “[i]t is well-

53 Anzures, 819 F.3d at 1281 (citing Walden, 134 S. Ct. at 1126).

54 Dudnikov, 514 F.3d at 1079.

55 Id. (quoting O’Connor v. Sandy Lane Hotel Co., 496 F.3d 312, 319 (3d Cir. 2007)).

56 Id. at 1078.

established that phone calls” and similar communications “are not necessarily sufficient in

themselves to establish minimum contacts.”57 As for Brooks’s approval of and participation in

Greenfield’s activities in Utah, these actions are not related to or in the causal chain leading to

the reorganization or this lawsuit. Therefore, Weinreich has not shown sufficient minimum

contacts with Utah, and the Court does not have jurisdiction over Brooks.

3. Transfer Under 28 U.S.C. § 1631

28 U.S.C. § 1631 provides that when a “court finds that there is a want of jurisdiction, the

court shall, if it is in the interests of justice, transfer such action or appeal to any other such court

. . . in which the action or appeal could have been brought at the time it was filed or noticed.”

“[T]he Tenth Circuit has instructed that ‘after the enactment of § 1631, where the court

determines that it lacks jurisdiction . . . the correct course is to transfer the action pursuant to §

1631.’”58 But the court has discretion to decide whether to transfer the case or dismiss the

defendant when it lacks jurisdiction.59

“Before transferring a case [under § 1631], the transferor court must ‘satisfy itself that the

proposed transferee court has personal jurisdiction over the parties,’ and determine whether such

a transfer is in the interest of justice.”60 The Tenth Circuit identified the following three factors

to determine whether transfer is in the interest of justice: “(1) whether the claims would be time

57 Far W. Capital, Inc. v. Towne, 46 F.3d 1071, 1077 (10th Cir. 1995).

58 Sage v. Bird City Dairy, LLC, No. 12-cv-02985-RBJ, 2013 WL 1444370, at *3 (D.

Colo. Apr. 8, 2013) (unpublished) (quoting Trujillo v. Williams, 465 F.3d 1210, 1223 (10th Cir.

2006)).

59 See Trujillo, 465 F.3d at 1222–23; Driggers v. Clark, 422 F. App’x 747, 749–50

(10th Cir. 2011).

60 Res. Assocs. Grant Writing & Evaluation Servs., Inc. v. Southampton Union Free

Sch. Dist., 193 F. Supp. 3d 1200, 1252–53 (D.N.M. 2016) (quoting Grynberg v. Ivanhoe Energy,

Inc., 490 F. App’x 86, 105 (10th Cir. 2012)).

barred if filed anew in the proper forum; (2) whether the claims alleged are likely to have merit;

and (3) whether the claims were filed in good faith or if it was clear at the time of filing that the

court lacked the requisite jurisdiction.”61

Brooks requests the case be transferred to the District of Massachusetts, which would

have jurisdiction over Brooks because she lives there. As for the interest of justice, there is no

evidence that Weinreich’s claims would be time-barred if he were required to refile. The

Complaint demonstrates that the claims are likely to have merit. And finally, there is no evidence

that Weinreich filed in this forum in bad faith. These factors favor transfer.62 Therefore, the

Court will transfer the claims against Brooks to the District of Massachusetts.

B. Motion to Transfer

Greenfield submitted a motion to transfer under 28 U.S.C. § 1404(a), requesting this

matter be transferred to the District of Massachusetts. Section 1404(a) provides that “[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.” The “party

moving to transfer a case pursuant to § 1404(a) bears the burden of establishing that the existing

forum is inconvenient,”63 and the district court has discretion in deciding whether to transfer.64

Courts weigh the following factors to determine whether the existing forum is inconvenient:

the plaintiff’s choice of forum; the accessibility of witnesses and other sources of

proof, including the availability of compulsory process to insure attendance of

61 Id. at 1253 (citing Grynberg, 490 F. App’x at 105).

62 Cf. id. (finding the factors favor transfer when the parties did not address whether

claims would be time-barred but the remaining two factors favor transfer).

63 Scheidt v. Klein, 956 F.2d 963, 965 (10th Cir. 1992) (internal quotations and

citations omitted).

64 See Navajo Health Found.—Sage Mem’l Hosp., Inc. v. Burwell, 86 F. Supp. 3d

1211, 1224 (D.N.M. 2015); Knapp v. Romer, 909 F. Supp. 810, 812 (D. Colo. 1995); Allstate

Ins. Co. v. Emp’rs Reinsurance Corp., 715 F. Supp. 1502, 1502 (D. Kan. 1989).

witnesses; the cost of making the necessary proof; questions as to the enforceability

of a judgment if one is obtained; relative advantages and obstacles to a fair trial;

difficulties that may arise from congested dockets; the possibility of the existence

of questions arising in the area of conflict of laws; the advantage of having a local

court determine questions of local law; and[] all other considerations of a practical

nature that make a trial easy, expeditious and economical.65

First, the language of § 1404(a) “permit[s] transfer only to a district where plaintiff would

have the right, independent of the wishes of the defendant, to bring the action.”66 Defendants are

domiciled in Massachusetts and would be subject to jurisdiction there, and the District of

Massachusetts is subject to the same subject matter jurisdiction as this Court, so the Complaint

could be brought there. Next, to satisfy its burden to show that Utah is an inconvenient forum,

Greenfield addresses four factors: (1) the plaintiff’s choice of forum, (2) the accessibility of

witnesses and other sources of proof, (3) the advantage of having a local court determine

questions of local law, and (4) the interstate judicial system’s interest in efficiency.

1. The Plaintiff’s Choice of Forum

The plaintiff’s choice of forum is “given considerable weight.”67 “[U]nless the balance is

strongly in favor of the movant the plaintiff’s choice of forum should rarely be disturbed.”68 But

the plaintiff’s choice is given less weight “where the facts giving rise to the lawsuit have no

material relation or significant connection to the plaintiff’s chosen forum.”69 Notably, “the

inquiry at this stage is not whether some other forum has a greater material relation or significant

65 Emp’rs Mut. Cas. Co., 618 F.3d at 1167 (internal quotations and citations omitted).

66 Cessna Aircraft Co. v. Brown, 348 F.2d 689, 692 (10th Cir. 1965).

67 Texas E. Transmission Corp. v. Marine Office-Appleton & Cox Corp., 579 F.2d

561, 567 (10th Cir. 1978).

68 Scheidt, 956 F.2d at 965 (quoting William A. Smith Contracting Co. v. Travelers

Indem. Co., 467 F.2d 662, 664 (10th Cir. 1972)).

69 Emp’rs Mut. Cas. Co., 618 F.3d at 1168 (internal quotations and citations omitted).

connection—it is whether this particular forum has at least some ‘material relation or significant

connection’ to ‘the facts giving rise to the lawsuit.’”70

Weinreich emphasizes that Greenfield conducted business in Utah and that Weinreich

lives in Utah. However, Greenfield’s activities in Utah and Weinreich’s home state are not the

facts that give rise to his claims. Weinreich also states the encounter at the Utah gathering in

2018 was a key event in this matter, but this allegation is conclusory and speculative. Brooks did

not mention that she was contemplating restructuring the company or any other allegedly tortious

activity during that encounter. And the allegedly tortious conduct actually occurred in

Massachusetts. Therefore, Utah does not have a substantial connection to the lawsuit, and

Weinreich’s choice of forum is given little weight.

2. The Accessibility of Witnesses and Other Sources of Proof

“The convenience of witnesses is the most important factor in deciding a motion under §

1404(a).”71 “To demonstrate inconvenience, the movant must (1) identify the witnesses and their

locations; (2) indicate the quality or materiality of their testimony; and (3) show that any such

witnesses were unwilling to come to trial, that deposition testimony would be unsatisfactory, or

that the use of compulsory process would be necessary.”72

Greenfield has failed to meet its burden of showing that witnesses and other sources of

proof would not be accessible in Utah. Though Greenfield argues Weinreich is the only witness

who lives in Utah and that at least six witnesses live on the east coast, this is not sufficient.

70 F.H.G. Corp. v. Green Wave, Inc., No. 1:16-cv-00147-JNP, 2017 WL 2728412, at

*5 (D. Utah June 23, 2017) (quoting Emp’rs Mut. Cas. Co., 618 F.3d at 1168).

71 Emp’rs Mut. Cas. Co., 618 F.3d at 1169 (quoting Cook v. Atchison, Topeka &

Santa Fe Ry. Co., 816 F. Supp. 667, 669 (D. Kan. 1993)).

72 Id. (internal quotations, citations, and alterations omitted).

Greenfield has not identified these six witnesses or their locations with any specificity; indicated

the quality or materiality of these witnesses’ testimony; or produced any evidence to show that

the witnesses would be unwilling to come to trial, that deposition testimony would be

unsatisfactory, or that the compulsory process would be necessary. In addition, Weinreich notes

Brooks was the only Greenfield employee who lived in Massachusetts as of July 1, 2019.

Weinreich also intends to call witnesses who do not live in Massachusetts but would be willing

to participate in a trial in Utah. Therefore, most of the witnesses other than Weinreich or Brooks

would likely have to travel regardless of whether the trial is in Utah or Massachusetts.

As for documents and other sources of proof, Greenfield suggests Massachusetts would

be more convenient because Greenfield is based in Massachusetts and has its “corporate,

financial, and accounting records” there.73 However, as Weinreich contends, Greenfield is also a

virtual company, so most of its “documents are stored electronically and can easily be

transmitted electronically.”74 Greenfield does not offer any further explanation about why

documents and other evidence could not be available in Utah through shipping or electronic

means. Therefore, Greenfield has not demonstrated that evidence would not be accessible or that

access would be inconvenient in Utah. This factor is neutral.

3. The Advantage of Having a Local Court Determine Questions of Local Law

“In a diversity action, courts prefer the action to be adjudicated by a court sitting in the

state that provides the governing substantive law.”75 “This factor receives less weight when the

case involves relatively simple legal issues.”76 The parties disagree about whether Utah or

73 Docket No. 25, at 9.

74 Docket No. 48, at 9.

75 Emp’rs Mut. Cas. Co., 618 F.3d at 1169.

76 Id. (internal quotations, citations, and alterations omitted).

Massachusetts law applies to this case. Greenfield argues that Massachusetts law will govern

while Weinreich contends that Utah law applies and that the Court need not decide what state’s

law applies at this early stage. However, other courts have determined which state’s law is most

likely to apply when analyzing a motion to transfer.77 This Court will do the same.

Federal courts “look to the conflict of laws rules of . . . the forum state . . . to determine

which state’s laws will be controlling.”78 Utah applies the most significant relationship test to

tort and contract claims.79 Under this test, “the rights and liabilities of the parties . . . are

determined by the local law of the state which, with respect to that issue, has the most significant

relationship to the occurrence and the parties.”80 The factors to consider are “the place where the

injury occurred;” “the place where the conduct causing the injury occurred;” “the domicil,

residence, nationality, place of incorporation and place of business of the parties;” and “the place

where the relationship, if any, between the parties is centered.”81 Weinreich alleges he was

injured in Utah. However, the conduct causing the injury occurred in Massachusetts, Greenfield

and Brooks are both domiciled in Massachusetts, and the relationship between the parties is

77 See Rodriguez-Cayro v. Rodriguez-Cayro, No. 2:17-cv-01197-HCN-PMW, 2019

WL 4917066, at *4 (D. Utah Oct. 4, 2019) (analyzing a motion to transfer and finding

Pennsylvania law likely applies); Alpha Real Estate Holdings, L.P. v. Jabbes 6, Inc., No. 2:10-

cv-1210, 2011 WL 1326932, at *3 (D. Utah Apr. 7, 2011) (analyzing a motion to transfer and

finding Ohio law most likely applies); RES-NV, LLC v. Rosenberg, No. 2:13CV00115DAK,

2013 WL 3548697, at *5 (D. Utah July 11, 2013) (analyzing a motion to transfer and declining

to determine which state law applies but finding the case has a significant relationship with both

Nevada and Utah); Dworkin v. Hustler Magazine, Inc., 647 F. Supp. 1278, 1281–82 (D. Wyo.

1986) (analyzing a motion to transfer and finding New York law most likely applies).

78 Mountain Fuel Supply v. Reliance Ins. Co., 933 F.2d 882, 887–88 (10th Cir. 1991)

(citing Klaxon v. Stentor Elec. Mfg. Co., 313 U.S. 487, 491 (1941)).

79 Am. Nat’l Fire Ins. Co. v. Farmers Ins. Exch., 927 P.2d 186, 190–91 (Utah 1996).

80 Forsman v. Forsman, 779 P.2d 218, 219 (Utah 1989) (quoting Restatement

(Second) of Conflict of Laws § 145(1)).

81 Id. (quoting Restatement (Second) of Conflict of Laws § 145(2)).

centered around a Massachusetts corporation. These factors suggest Massachusetts has the most

significant relationship with this lawsuit and Massachusetts law most likely applies.

However, the claims against Greenfield include breach of contract and wrongful

discharge in violation of public policy.82 These are not complex areas of the law, and it would

not be difficult for this Court to apply Massachusetts law. Thus, this factor only slightly favors

transfer to Massachusetts.

4. The Interstate Judicial System’s Interest in Efficiency

“This factor asks whether the forum state is the most efficient place to litigate the

dispute.”83 “Key to this inquiry [is] the location of the witnesses, where the wrong underlying the

lawsuit occurred, what forum’s substantive law governs the case, and whether jurisdiction is

necessary to prevent piecemeal litigation.”84 Witnesses are located throughout the country, the

wrong underlying the lawsuit occurred in Massachusetts, and Massachusetts law most likely

applies. Most notably, declining to transfer Greenfield would result in piecemeal litigation with

Brooks litigating in Massachusetts and Greenfield litigating in Utah. Avoiding piecemeal

litigation weighs strongly in favor of transfer.85 The piecemeal litigation also influences the

82 Weinreich also has a claim for shareholder oppression against Greenfield, but this

is supported by a Utah statute and, according to Weinreich, there is no comparable statute in

Massachusetts. This claim will not be available if Massachusetts law applies, so it is not included

in this analysis.

83 Emp’rs Mut. Cas. Co., 618 F.3d at 1163 (quoting AST Sports Sci., Inc. v. CLF

Distribution, Ltd., 514 F.3d 1054, 1062 (10th Cir. 2008)).

84 Id. (quoting TH Agric. & Nutrition LLC v. Ace European Grp. Ltd., 488 F.3d 1282,

1296 (10th Cir. 2007)).

85 See Sprint Commc’ns, L.P. v. Cox Commc’ns, Inc., 896 F. Supp.2d 1049, 1068 (D.

Kan. 2012) (“[T]he Court’s interest in avoiding duplicative and piecemeal litigation strongly

favors transfer of this matter to . . . where all parties . . . may be sued.”).

outcomes of the other § 1404(a) factors.*° For instance, it would be inconvenient for witnesses to

testify in both Utah and Massachusetts, and the piecemeal litigation tips the balance further in

favor of transferring rather than deferring to Weinreich’s already-tenuous choice of forum. For

these reasons, the Court will grant Greenfield’s motion and transfer this case to the District of

Massachusetts.

C. Motion to Amend

This case will be transferred to the District of Massachusetts, so the Court declines to

address the merits of Weinreich’s motion to amend.

Il. CONCLUSION

It is therefore

ORDERED that Brooks’s Motion to Dismiss, or in the alternative, to Transfer (Docket

No. 21) is GRANTED IN PART. It is further

ORDERED that Greenfield’s Motion to Transfer (Docket No. 25) is GRANTED.

The Court will transfer the entire matter to the District of Massachusetts.

DATED March 23, 2021.

BY THE COURT:

TEDSTEWART

United States District Judge

86 Cf Monterey Bay Military Hous., LLC v. Ambac Assurance Corp., No. 17-cv-

04992-BLF, 2019 WL 4888693, at *25 (N.D. Cal. Oct. 3, 2019) (revisiting the § 1404(a) factors

after determining that the court does not have personal jurisdiction over all the defendants and

finding the factors then favored transfer).

18