SpyGlass Group, LLC v. Genesis Health Clubs Management, Inc.

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF OHIO

EASTERN DIVISION

THE SPYGLASS GROUP, LLC, ) Case No. 1:22-cv-00131

)

Plaintiff, ) Judge J. Philip Calabrese

)

v. )

)

GENESIS HEALTH CLUBS )

MANAGEMENT, INC., et al., )

)

Defendants. )

)

OPINION AND ORDER

Plaintiff The SpyGlass Group, LLC, an Ohio limited liability company, agreed

to perform certain audit services for Defendants Genesis Health Clubs Management,

Inc. and Genesis Health Clubs Management, LLC, each of which is a Kansas

company, to identify various cost savings. Plaintiff filed suit alleging that Defendants

failed to pay according to their contract. The merits of that dispute are for another

day. At the pleading stage, the record shows that the parties never met in person

and conducted all business virtually from their respective locations in Ohio and

Kansas. Under Rule 12(b)(2), Defendants move to dismiss for lack of personal

jurisdiction. (ECF No. 24.)

FACTUAL BACKGROUND

On this motion to dismiss, the Court takes the following allegations in the first

amended complaint as true and construes them in Plaintiff’s favor.

A. First Amended Complaint

The SpyGlass Group, LLC audits businesses’ telecommunications service

accounts, including voice, data, internet, cloud service, and mobility/cellular

accounts, and recommends cost reductions and other savings. (ECF No. 15, ¶ 4,

PageID #81–82.) Genesis Health Clubs Management, Inc. and Genesis Health Clubs

Management, LLC operate health clubs and gyms in the States of Kansas, Nebraska,

Colorado, Iowa, Oklahoma, and Missouri. (Id., ¶¶ 7–8, PageID #82.)

A.1. The SpyGlass SnapShot Audit

SpyGlass uses its “SnapShot Audit” technology expense management tool to

analyze a client’s current technology spending and identify opportunities for potential

savings. (ECF No. 15, ¶ 16, PageID #84.) SpyGlass reviews two months of a client’s

bills, then meets with the company to discuss the SnapShot Audit’s findings and

recommend potential savings based on the client’s particular business needs. (Id.,

¶¶ 17–18.) SpyGlass bills companies for its services based on verified savings from

the audit. (Id., ¶ 19.)

A.2. SpyGlass and Genesis Health Clubs

In September 2020, a SpyGlass employee based in Ohio contacted Genesis

Health Clubs to offer SpyGlass’ services. (Id., ¶ 20.) Genesis Health Clubs agreed to

a Zoom meeting with a SpyGlass sales representative, who explained the audit

process and the potential for cost reductions. (Id., ¶ 21, PageID #84–85.) A few

months later, SpyGlass and Genesis Health Clubs entered into a contract for

SpyGlass to conduct a SnapShot Audit of Genesis Health Clubs’ telecommunication

expenses. (Id., ¶ 22, PageID #85; ECF No. 15-1.) To execute the contract, SpyGlass

sent Genesis Health Clubs an agreement, which Genesis Health Clubs signed

electronically and returned electronically to SpyGlass in Ohio. (ECF No. 15, ¶ 22,

PageID #85.)

The SnapShot Audit Agreement between the parties is a one-page document.

(ECF No. 15-1, PageID #92.) The parties agreed to a kickoff meeting and a meeting

at the end of the project for SpyGlass to summarize its findings. (Id.) However, it

does not indicate where either meeting will take place. Kansas law governs the

contract. (Id.) Also, it allows the parties to sign electronically, and the face of the

document shows that they did. (Id.)

In January 2021, SpyGlass hosted a kick-off meeting with Genesis Health

Clubs via Zoom, in which SpyGlass explained the audit process. (ECF No. 15,

¶¶ 24–25, PageID #85.) A month later, Genesis Health Clubs uploaded its bills and

invoices to SpyGlass for review in Ohio through SpyGlass’ electronic portal, which is

housed in Ohio. (Id., ¶ 27, PageID #86.) Between January 2021 and May 2021,

Genesis Health Clubs supplied SpyGlass in Ohio with the necessary materials and

authority to complete the audit and communicated with SpyGlass in Ohio. (Id., ¶¶ 23

& 26, PageID #85.)

During a videoconference in May 2021, SpyGlass presented its audit findings

and made recommendations to Genesis Health Clubs based on the audit. (Id., ¶ 30,

PageID #86.) Then, the parties made a list of action items for SpyGlass to perform

based on the recommendations. (Id.; see also id. ¶ 31.)

A few weeks later, the parties participated in a follow-up Zoom meeting in

which they agreed on a strategy for SpyGlass to implement its recommendations.

(Id., ¶ 33, PageID #87; ECF No. 15-3.) With authority from Genesis Health Clubs,

SpyGlass communicated from its offices in Ohio with Genesis Health Clubs’ service

providers to implement the recommendations. (ECF No. 15, ¶ 32, PageID #86.) These

changes allegedly saved Genesis Health Clubs over $7,3800 per month. (Id., ¶ 36,

PageID #87.) SpyGlass billed Genesis Health Clubs about $88,000 for its services.

(Id., ¶ 45; ECF No. 15-4.)

A.3. The Dispute

On two separate occasions in June 2021, a SpyGlass representative emailed

Genesis Health Clubs requesting a meeting to provide an update on the project along

with possible opportunities to save additional money. (ECF No. 15, ¶¶ 43–44, PageID

#88.) Soon after sending the invoice, a representative from Genesis Health Clubs

informed SpyGlass that its point-of-contact had changed and requested that

SpyGlass resend the invoice. (Id., ¶ 46, PageID #88.)

A representative from Genesis Health Clubs then informed SpyGlass that the

owner of Genesis Health Clubs was unhappy with the amount invoiced and that

Genesis Health Clubs would likely cancel SpyGlass’ services. (Id., ¶ 47.) SpyGlass

made several attempts to reach Genesis Health Clubs’ point-of-contact regarding the

unpaid invoice, to no avail. (Id., ¶¶ 49–50, PageID #88–89.) SpyGlass alleges that

Genesis Health Clubs has yet to pay for the services it performed. (Id., ¶ 51, PageID

#89.) Plaintiff asserts three claims: (1) breach of contract (Count I), (2) quantum

meruit (Count II), and (3) unjust enrichment (Count III). (Id. ¶¶ 52–70, PageID

#89–91.)

B. Declarations

With respect to personal jurisdiction, the amended complaint shows that

SpyGlass and Genesis Health Clubs never met in person. Neither traveled to the

location of the other. Instead, the parties conducted business remotely by email,

Zoom or videoconference, and exchanged information through various technology

tools. Additionally, construing the record in Plaintiff’s favor, as the Court must in

the present procedural posture, Genesis Health Clubs knew that SpyGlass conducted

its business from Ohio and that it delivered documents and other information to

SpyGlass in Ohio to perform that work. (Id., ¶¶ 24 & 32, PageID #85 & #86.)

Each party submitted declarations setting forth additional facts. For Genesis

Health Clubs, Rodney L. Steven II, the company’s president, declares that Genesis

Health Clubs Management, Inc. is a Kansas corporation headquartered in Kansas,

while Genesis Health Clubs Management, LLC is a limited liability company

headquartered in Kansas where each of its two members also reside. (ECF No. 10,

¶¶ 3 & 4, Page ID #46.) Genesis Health Clubs does not have property or facilities in

Ohio. (Id., ¶¶ 6–7.) Nor does Genesis Health Clubs “have any contacts with Ohio.”

(Id., ¶ 5.) Further, it does not have employees in Ohio or that travel to Ohio at any

time. (Id., ¶ 8, PageID #47.) And Genesis Health Clubs does not direct advertising at

Ohio, solicit business from persons or companies in Ohio, transact any business in

Ohio, receive any revenue from customers in Ohio, or maintain an Ohio bank account.

(Id., ¶¶ 9–11.) Consequently, Genesis has not paid any taxes in Ohio. (Id., ¶13.)

A second declaration, from Genesis Health Clubs’ IT director, Richard

Thompson, confirms that the parties communicated exclusively using Zoom, email,

and other technologies. (ECF No. 11, ¶ 4, PageID #48.) No one from Genesis Health

Clubs traveled to Ohio during the audit services SpyGlass performed. (Id., ¶¶ 6 & 9,

PageID #48 & #49.) Further, the service providers that SpyGlass contacted—with

the authorization of Genesis Health Clubs—have no connection to Ohio. (Id., ¶ 8,

PageID #49.)

For SpyGlass, Mike Farrell, a vice president with the company, declares that

SpyGlass conducted the audit and communicated with Genesis Health Clubs through

phone calls, email exchanges, and Zoom videoconferences from SpyGlass’ offices in

Ohio. (ECF No. 26-1, ¶¶ 5–8, PageID #184.) Further, Genesis Health Clubs signed

a letter of agency authorizing SpyGlass to access its telephone provider records and

to act as an authorized point-of-contact on behalf of Genesis Health Clubs from

SpyGlass’ offices in Ohio. (Id., ¶ 11.) In addition, Genesis Health Clubs provided

documents and information to SpyGlass for its review in Ohio. (Id., ¶ 12.) During

the parties’ relationship, SpyGlass’ Ohio-based team acted at the direction of Genesis

Health Clubs to implement the recommendations from the Snapshot Audit. (Id., ¶ 20,

PageID #186; id., PageID #48–67.) Simply put, SpyGlass performed its services for

Genesis Health Clubs in its offices in Ohio. (Id., ¶¶ 5–8, PageID #184.)

STATEMENT OF THE CASE

Pursuant to Rule 12(b)(2) of the Federal Rules of Civil Procedure, Defendants

move to dismiss on the ground that the Court lacks personal jurisdiction.

(ECF No. 24.) In considering a motion to dismiss for lack of personal jurisdiction, a

court may: (1) rule on the motion based on affidavits submitted by the parties;

(2) permit jurisdictional discovery; or (3) hold an evidentiary hearing to resolve the

motion. See Dean v. Motel 6 Operating LP, 134 F.3d 1269, 1272 (6th Cir. 1998). Here,

Genesis submitted two declarations in support of its motion (ECF No. 10; ECF No.

11), and SpyGlass submitted a declaration opposing (ECF No. 26-1). Based on a

review of the parties’ respective briefs and declarations, the Court exercises its

discretion to decide the motion without an evidentiary hearing based on the largely

undisputed record before the Court, including the parties’ declarations.

ANALYSIS

In this procedural posture, the Court considers the pleadings and declarations

in the light most favorable to Plaintiff as the non-moving party. MAG IAS Holdings,

Inc. v. Schmuckle, 854 F.3d 894, 899 (6th Cir. 2017); Dean, 134 F.3d at 1272 (6th Cir.

1998) (quoting CompuServe, Inc. v. Patterson, 89 F.3d 1257, 1262 (6th Cir. 1996)).

Plaintiff “need only make a prima facie case of jurisdiction.” Conn v. Zakharov, 667

F.3d 705, 711 (6th Cir. 2012). This burden is “relatively slight.” American Greetings

Corp. v. Cohn, 839 F.2d 1164, 1169 (6th Cir. 1988).

Under Rule 12(b)(2), Plaintiff has the burden of establishing jurisdiction over

every Defendant. “Personal jurisdiction must be analyzed and established over each

defendant independently.” Days Inns Worldwide, Inc. v. Patel, 445 F.3d 899, 904 (6th

Cir. 2006) (citing Burger King Corp. v. Rudzewicz, 471 U.S. 462, 475 (1985)). Here,

Plaintiff’s allegations and the operative facts are identical for both Defendants. (See

generally ECF No. 15.) Therefore, the Court analyzes personal jurisdiction over

Defendants together. See Architectural Busstrut Corp. v. Smith LC, No. 2:21-CV-

4028, 2022 WL 1837596, at *2 (S.D. Ohio Feb. 8, 2022).

To establish personal jurisdiction over a defendant, the Court must find that

(1) the defendant is amenable to service of process under the State’s long-arm statute;

and (2) the exercise of personal jurisdiction is proper under the federal Due Process

Clause. Conn, 667 F.3d at 711. “Even if a defendant’s contact with the State of Ohio

satisfies Ohio’s long-arm statute, personal jurisdiction fails unless exercising

jurisdiction over the defendant comports with traditional notions of fair play and

substantial justice.” J.M. Smucker Co. v. Hormel Food Corp., 526 F. Supp. 3d 294,

300 (N.D. Ohio 2021).

“Personal jurisdiction falls into two categories: general and specific.” Malone

v. Stanley Black & Decker, Inc., 965 F.3d 499, 501 (6th Cir. 2020) (citing Goodyear

Dunlop Tires Operations, S.A. v. Brown, 564 U.S. 915, 919 (2011)). Here, there is no

dispute that Genesis Health Clubs is not subject to general jurisdiction in Ohio;

therefore, Plaintiff attempts to establish specific jurisdiction. (ECF No. 26, PageID

#175–82.)

I. Ohio’s Long-Arm Statute

In April 2021, the Ohio General Assembly extended the State’s long-arm

statute to the limits of the Constitution. Previously, the statute authorized the

exercise of personal jurisdiction over an out-of-state defendant under one of nine

enumerated criteria. See Ohio Rev. Code § 2307.382(A). For this reason, courts

construed the statute as foreclosing the exercise of general jurisdiction over non-

resident defendants. See Conn, 667 F.3d at 717. After the amendment, the statute

now provides that “a court may exercise personal jurisdiction over a person on any

basis consistent with . . . the United States Constitution.” Ohio Rev. Code

§ 2307.382(C). This amended language appears to allow the exercise of general

jurisdiction over non-resident defendants where the Constitution permits. Premier

Prop. Sales Ltd. v. Gospel Ministries Int’l, Inc., 539 F. Supp. 3d 822, 827 n.2 (S.D.

Ohio 2021); see also 3M Co. v. Premium Contractor Sol., LLC, No. 3:20-CV-443, 2021

WL 3737908, at *4 (S.D. Ohio Aug. 24, 2021). But it does not collapse the specific-

jurisdiction analysis into a single due-process inquiry. Premier Prop. Sales, 539 F.

Supp. 3d at 827 n.2; but see Mesa Indus., Inc. v. Charter Indus. Supply, Inc., No. 1:22-

CV-160, 2022 WL 1044720, at *3 n.1 (S.D. Ohio Apr. 7, 2022) (“[T]here is now some

question whether a court must separately analyze the jurisdictional exercise under

both the long-arm statute and the Due Process Clause, or whether these inquiries

have merged.”). After all, the statute on its face still contains the list of nine

enumerated bases for exercising personal jurisdiction over an out-of-state defendant.

Because there is no question that Ohio may not exercise general jurisdiction over

Genesis Health Clubs, the Court begins its analysis of specific jurisdiction under the

State’s long-arm statute.

Ohio’s long-arm statute confers specific personal jurisdiction over an out-of-

state defendant who engages in any of nine enumerated acts that occur “in this state.”

Ohio Rev. Code § 2307.382(A)(1)–(9). Plaintiff maintains that Genesis Health Clubs

transacted business in Ohio within the meaning of Section 2307.382(A)(1)—the only

provision of the long-arm statute that might apply on the facts presented. (ECF

No. 26, PageID #172–74.) “The Ohio Supreme Court has noted that the word

‘transact’ means ‘to carry on business,’ and ‘to have dealings,’ and it is broader than

the word ‘contract.’” Attorney Gen. v. Grand Tobacco, 171 Ohio App. 3d 551, 2007-

Ohio-418, 871 N.E.2d 1255, ¶ 18 (Ohio Ct. App.) (quoting Kentucky Oaks Mall Co. v.

Mitchell’s Formal Wear, Inc., 53 Ohio St. 3d 73, 75, 559 N.E.2d 477 (1990)). Because

this jurisdictional grant sweeps broadly, the “highly particularized fact situations” to

which the statute applies “render[s] any generalization unwarranted.” United States

Sprint Commc’ns Co. v. K’s Foods, 68 Ohio St.3d 181, 185, 1994-Ohio-504, 624 N.E.2d

1048 (1994) (quotation omitted).

On the record presented, Genesis Health Clubs transacted business in Ohio

within the meaning of the long-arm statute because it had dealings in the State with

SpyGlass. Genesis Health Clubs transacted business in Ohio by agreeing to allow

SpyGlass to act on its behalf in negotiating with its service providers, knowing that

SpyGlass would perform these services on its behalf from its offices in Ohio, and by

using SpyGlass’ electronic portal based in Ohio to provide SpyGlass with documents

and other information to perform its audit pursuant to the parties’ agreement. Under

the broad definition of what constitutes “transacting business” under the statute, see

Burnshire Dev., LLC v. Cliffs Reduced Iron Corp., 198 F. App’x 425, 431 (6th Cir.

2006), these allegations meet the slight burden to make out a prima facie case that

the Ohio long-arm statute reaches Genesis Health Clubs.

“[T]he broad wording of the statute permits jurisdiction over non-resident

defendants who are transacting any business in Ohio.” Kroger Co. v. Malease Foods

Corp., 437 F.3d 506, 511 (6th Cir. 2006) (citing Kentucky Oaks Mall, 559 N.E.2d at

479, 480) (emphasis added). Accordingly, the Court determines that the “transacting

any business prong” of Ohio’s long-arm statute in Section 2307.382(A)(1) reaches

Genesis Health Club based on the record before the Court.

II. Due Process

Specific personal jurisdiction comports with due process under the

Constitution where “the defendant has sufficient minimum contacts such that

traditional notions of fair play and substantial justice are not offended.” Intera Corp.

v. Henderson, 428 F.3d 605, 615 (6th Cir. 2005) (cleaned up). In making this

determination, courts examine whether (1) the defendant purposefully availed itself

of the privilege of acting or causing a consequence in the forum State; (2) the cause of

action arises from the defendant’s activities there; and (3) the defendant’s acts or the

consequences of those acts have a substantial enough connection with the forum to

make the exercise of jurisdiction over the defendant reasonable. Bird v. Parsons, 289

F.3d 865, 874 (6th Cir. 2002) (quoting Southern Mach. Co. v. Mohasco Indus., Inc.,

401 F.2d 374, 381 (6th Cir. 1968)); LAK, Inc. v. Deer Creek Enters., 885 F.2d 1293,

1299 (6th Cir. 1989). Maintenance of the suit as a result of the defendant’s contacts

with the forum State must also not offend “traditional notions of fair play and

substantial justice.” International Shoe Co. v. State of Wash., 326 U.S. 310, 316

(1945). This standard aims at protecting non-resident defendants from litigating in

a distant and inconvenient forum. World-Wide Volkswagen Corp. v. Woodson, 444

U.S. 286, 292 (1980).

II.A. Purposeful Availment

Purposeful availment means having a substantial connection to the forum

State such that the defendant can reasonably anticipate being haled into court

there. Burger King, 471 U.S. at 472–75 (1985). The plaintiff must demonstrate that

the defendant was more than a mere passive defendant, which did not initiate the

original transaction and did not direct itself to the forum State. Friedman v. Speiser,

Krause & Madole, P.C., 56 Ohio App. 3d 11, 565 N.E.2d 607, 609 (Ohio Ct. App.

1988). Also, the defendant’s contact with the forum State must be more than

“random, fortuitous, or attenuated” to amount to purposeful availment. Burger

King, 471 U.S. at 475.

Here, Genesis Health Clubs did not initiate the transaction or the relationship

between the parties. Instead, the amended complaint pleads that a representative of

SpyGlass contacted Genesis Health Clubs. (ECF No. 15, ¶ 20, PageID #84.)

Accordingly, the contacts between Genesis Health Clubs and Ohio are fortuitous. For

all Genesis Health Clubs knew or cared, SpyGlass could be located anywhere.

Although it transacted business in Ohio by uploading documents and information to

the electronic portal based in Ohio that SpyGlass uses and knew that SpyGlass would

perform under the parties’ contract in Ohio, these random or fortuitous contacts do

not amount to purposeful availment.

As Genesis Health Clubs notes (ECF No. 24, PageID #141; see also ECF No. 27,

PageID #258–60), a defendant does not purposefully avail itself of a forum State

merely by entering into a contract with a company based there or contacting the

company by electronic means. See Calphalon Corp. v. Rowlette, 228 F.3d 718, 723

(6th Cir. 2000). As in Calphalon, Genesis Health Clubs’ contacts with Ohio result

from a contract not to market products in Ohio but rather to create economic benefits

elsewhere and from SpyGlass’ decision to reside in Ohio and perform its work in the

State. Under the law of this Circuit, emails, telephone calls, and similar contacts are

random, fortuitous, and attenuated and do not constitute purposeful available. See

Kerry Steel, Inc. v. Paragon Indus. Inc., 106 F.3d 147, 151 (6th Cir. 1997).

II.B. Claims Arising out of In-State Activity

A cause of action arises from a defendant’s activities in the forum State where

the defendant’s contacts with the forum State relate to the operative facts of the

dispute. CompuServe, 89 F.3d at 1267. Here, SpyGlass brings suit for breach of

contract, claiming that Genesis Health Clubs failed to pay for the services SpyGlass

performed in Ohio. In this sense, the cause of action arises out of Defendant’s contact

with the forum. But the actual breach of the contract must have occurred in the State

where the plaintiff brings suit. Calphalon, 228 F.3d at 724. Where the breach of

contract involves the failure to pay, that breach occurs in the State of the breaching

party. Kerry Steel, 106 F.3d at 152. Therefore, the breach in this case arises out of

activity in Kansas, not Ohio.

II.C. Reasonableness of Jurisdiction

Finally, there must be a substantial connection between the defendant and the

forum State to make the exercise of jurisdiction over the defendant reasonable.

Southern Mach., 401 F.2d at 381. Factors to consider in making this determination

include: (1) the burden on the defendant to litigate in the State; (2) the interest of

the forum State; (3) the plaintiff’s interest in obtaining relief; and (4) the interest of

other States in securing the most efficient resolution of the dispute. CompuServ, 89

F.3d at 1268.

At best, these factors stand in equipoise. SpyGlass has an interest in obtaining

relief, and Ohio has an interest in seeing its residents vindicate their contractual

right to payment. On the other hand, litigating in Ohio presents something of a

burden to Genesis Health Clubs. But protecting a non-resident defendant from

litigating in a distant and inconvenient forum tips the balance of these considerations

in favor of Defendants. World-Wide Volkswagen, 444 U.S. at 292.

* * *

For these reasons, the Court determines that it lacks specific jurisdiction over

Genesis Health Clubs. In reaching this conclusion, the Court emphasizes that

“personal jurisdiction does not require physical presence in the forum state.”

Burnshire Dev., 198 F. App’x at 433 n.4 (quoting Goldstein v. Christiansen, 70 Ohio

St. 3d 232, 638 N.E.2d 541, 544 (1994)). But the contacts between Genesis Health

Clubs and Ohio are too attenuated, random, and fortuitous to allow the exercise of

personal jurisdiction under the traditional analysis courts employ to determine

whether the exercise of personal jurisdiction comports with due process.

The authorities on which SpyGlass relies do not change this outcome.

SpyGlass points to Youn v. Track, Inc., 324 F.3d 409, 419 (6th Cir. 2003), for the

proposition that “a single act may meet the purposeful availment prong.” (ECF

No. 26, PageID #176.) Fair enough. But in Youn the defendant “had five significant

contacts with Ohio” such that exercising jurisdiction over defendant was proper. 324

F.3d at 418. The contacts between Genesis Health Clubs and Ohio are far more

tenuous.

SpyGlass also directs the Court to Furth v. Zanic, No. 1:06 CV 411, 2008 WL

11380195, at *6 (N.D. Ohio Mar. 26, 2008), where the court found that a nonresident

defendant had sufficient contacts with Ohio because the plaintiff performed the

parties’ agreement in Ohio and defendant monitored plaintiff’s performance through

email and telephone communications. But in that case the defendant affirmatively

reached out to the plaintiff to enter into the contract, and the contract called for a

“fairly broad obligation with no concrete deadline,” which “implie[d] an ongoing

relationship.” Id. at *7. In contrast, SpyGlass solicited business from Genesis Health

Clubs. (ECF No. 15, ¶ 20, PageID # 84.) And SpyGlass—not Genesis Health Clubs—

sought to have a continuing relationship. (Id., ¶ 44, PageID # 88.); cf. Tharo Sys., Inc.

v. Cab Produkttechnik GMBH & Co. KG, 196 F. App’x 366, 371 (6th Cir. 2006)

(concluding that contacts were sufficient where the defendant “affirmatively reached

out to [the plaintiff] in Ohio to negotiate the [contract] in an effort to strengthen the

parties' mutual business relationship”).

CONCLUSION

For the foregoing reasons, the Court determines that it may not exercise

specific jurisdiction over Defendants. Under 28 U.S.C. § 1631, where a court lacks

jurisdiction, “the court shall, if it is in the interest 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.” A district court abuses its discretion where it

dismisses an action without determining whether transfer is in the interests of

justice. Jackson v. L&F Martin Landscape, 421 F. App’x 482, 484 (6th Cir. 2009).

Here, the interests of justice support transfer of the action to the District of Kansas

where Defendants are subject to jurisdiction (ECF No. 15, {5 & 6, PageID #82; ECF

No. 25, J 5 & 6, PageID #148) because Plaintiff alleges breach of contract for unpaid

services. Therefore, the Court ORDERS the Clerk to TRANSFER this action to the

District of Kansas.

SO ORDERED.

Dated: November 28, 2022

J.Philip Calabrese —™S

United States District Judge

Northern District of Ohio

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