Woodbridge Englewood, Inc. v. Angstrom Fiber Englewood, LLC

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF OHIO

WESTERN DIVISION AT DAYTON

Woodbridge Englewood, Inc.,

Plaintiff,

v. Case No. 3:24-cv-056

Judge Thomas M. Rose

Angstrom Fiber Englewood, LLC,

Defendant.

ENTRY AND ORDER DENYING MOTION TO REMAND TO

STATE COURT BY PLAINTIFF WOODBRIDGE

ENGLEWOOD, INC., DOC. 9, AND GRANTING MOTION

TO TRANSFER BY DEFENDANT ANGSTROM FIBER

ENGLEWOOD. DOC. 15. CLERK IS ORDERED TO

TRANSFER THE INSTANT CASE TO THE UNITED

STATES DISTRICT COURT FOR THE DISTRICT OF

DELAWARE.

This matter is before the Court on Plaintiff Woodbridge Englewood, Inc.’s (“Woodbridge”)

Motion to Remand (Doc. 9) and Defendant Angstrom Fiber Englewood, LLC’s (“Angstrom”)

Motion to Transfer (Doc. 15). The Court has reviewed the motions, the parties’ supporting

memoranda, and all applicable law. Because the parties are diverse and the minimum amount in

controversy for diversity jurisdiction is met, Woodbridge’s Motion to Remand (Doc. 9) will be

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DENIED; because the factors governing motions to transfer favor transfer, Angstrom’s Motion to

Transfer (Doc. 15) will be GRANTED.

I. Background

Woodbridge is an Ohio corporation and subtenant of real property located at 300 Lau

Parkway in Clayton, Ohio (the “Premises”). (Doc. 1-2, PageID 10.) On June 29, 2023, Woodbridge

and Angstrom entered into a commercial sub-sublease agreement for the Premises (the “Lease”)

whereby Woodbridge subleased the Premises to Angstrom for six months for $60,000 a month.

(Doc. 1-2, PageID 23.) Angstrom had the option to purchase the Premises from its owner during

those six months but did not do so. (Doc. 7-2, PageID 119.) The Lease was for an initial six-month

term that could be extended through May 15, 2032. (Doc. 7-2, ¶ 3, PageID 155 and 7-3, ¶ 5, PageID

169.)

Woodbridge alleges that the Lease expired December 29, 2023, and Angstrom has refused

to vacate and surrender the Premises to Woodbridge. (Doc. 1-2, ¶ 3, PageID 11, ¶¶ 5-7.) On

February 1, 2024, Woodbridge allegedly served Angstrom with a three-day notice to vacate the

Premises pursuant to Ohio Revised Code § 1923.04. (Id.) Angstrom allegedly remains in

possession of the Premises. (Id. ¶ 8.) Angstrom allegedly has not paid rent since the expiration of

the Lease. (Id. ¶ 9.)

On February 13, 2024, Woodbridge filed a Complaint (Doc. 1-2) for forcible entry and

detainer against Angstrom in the Vandalia Municipal Court, Civil Division. In its Complaint (Doc.

1-2), Woodbridge sought restitution and recovery of the Premises pursuant to Ohio Revised Code

§ 1923 et seq., but did not allege or seek monetary damages. (See Doc. 1-2, PageID 11.) The

Complaint seeks “restitution of the [Property] from this Court, restor[ation] of all of its rights,

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possession and interest in the [Property];” “restitution and recovery of the [Property] and for all

other relief, legal and equitable, which this Court deems proper.” (Id.) Woodbridge further

“expressly reserves all of its rights and remedies to collect monetary damages for [Angstrom]’s

breach of the [Lease].” (Id.) Angstrom denies all of the Complaint’s allegations. (Doc. 7.)

The Lease is predicated on an Asset Purchase Agreement executed on June 16, 2023 by

the parties for the sale of the Property to Angstrom. (Doc. 1-2, PageID 13; Doc. 7-1.) Woodbridge

and Angstrom further executed a “Letter Agreement” on the same day as the Lease. (Docs. 1-2

and 7-2.) The Letter Agreement is referenced in the Asset Purchase Agreement as well as in the

Lease. (Doc. 7-2, PageID 118.) The Letter Agreement states that “in connection with the Asset

Purchase Agreement, Woodbridge … intends to [execute the Lease] to [Angstrom] … on the terms

and conditions set forth in the [Lease]. Woodbridge … and [Angstrom] intend that the [Lease]

expire contemporaneous with the sale of the Property contemplated by this Letter Agreement.”

(Id.)

The Letter Agreement continues by specifying the process and requirements for the sale to

proceed. (Id., PageID 118-124.) Paragraphs 20 and 21 of the Lease provide:

20. Purchase Agreement. Sublessor and Sublessee acknowledge and

agree that the terms, covenants, agreements, conditions,

representations, warranties, and indemnities contained in the Asset

Purchase Agreement shall not be superseded, amended, enlarged or

rescinded by this [Lease], but shall remain in full force and effect to

the full extent provided therein. In the event of any conflict or

inconsistency between the terms of the Asset Purchase Agreement

and the terms of this [Lease], the terms of the Asset Purchase

Agreement shall control.

21. Entire Agreement. This [Lease] and the Purchase Agreement,

together with the Letter Agreement, and [sic] constitute the entire

agreement of the Parties and this [Lease] may be modified only in

writing signed by The Parties….

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(Doc. 1-2, PageID 19.) Thus, it appears to the Court that the Lease is not complete without the

Asset Purchase Agreement and the Letter Agreement.

While the Lease lacks a forum selection clause, the Asset Purchase Agreement contains

one. Specifically, Paragraph 10.6 of the Asset Purchase Agreement states:

10.6 Governing Law; Jurisdiction. This Agreement will be governed

by and construed in accordance with the Laws of the State of

Delaware without giving effect to any choice or conflict of law

provision or rule (whether of the State of Delaware or any other

jurisdiction). ANY LEGAL SUIT, ACTION OR PROCEEDING

ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE

TRANSACTION DOCUMENTS OR THE TRANSACTIONS

CONTEMPLATED HEREBY OR THEREBY MAY BE

INSTITUTED IN THE FEDERAL COURTS OF THE UNITED

STATES OF AMERICA OR THE COURTS OF THE STATE OF

DELAWARE IN EACH CASE LOCATED IN NEW CASTLE

COUNTY, DELAWARE, AND EACH PARTY IRREVOCABLY

SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH

COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING.

SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER

DOCUMENT BY MAIL TO SUCH PARTY’S ADDRESS SET

FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF

PROCESS FOR ANY SUIT, ACTION OR OTHER

PROCEEDING BROUGHT IN ANY SUCH COURT. THE

PARTIES IRREVOCABLY AND UNCONDITIONALLY

WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF

ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH

COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO

PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH

SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH

COURT HAS BEEN BROUGHT IN AN INCONVENIENT

FORUM.

(Doc. 7-1 at ¶ 10.6, PageID 74) (allcaps in original). The Asset Purchase Agreement defines

“Transaction Documents” to include the Lease and the Letter Agreement. (Doc. 7-1, PageID 81.)

Hence, the Asset Purchase Agreement plainly allows that all legal actions predicated on the Lease

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“may” be brought in the state or federal courts of New Castle County, Delaware, which have

“exclusive jurisdiction.”

On February 14, 2024, one day after suing Angstrom in Vandalia Municipal Court,

Woodbridge sued Angstrom in the Superior Court of the State of Delaware, alleging that the Lease

expired and that Angstrom “continued its manufacturing activities at the [Property] but has ceased

paying rent or other obligations” (“Delaware Complaint”). (Doc. 7- 3, ¶ 4.)

The Delaware Complaint concerns the same Property at issue here and claims that upon

the expiration of the Lease, and pursuant to the Lease, Asset Purchase Agreement, and Letter

Agreement, Angstrom had to either: (1) elect to extend the Lease through May 2032 and indemnify

Woodbridge (which Angstrom claims it did elect) or (2) buy the Property. (Doc. 7-3.)

The Delaware Complaint also asserts that Angstrom did not purchase the Property in

violation of the Asset Purchase Agreement and Letter Agreement. (Id.) Accordingly, the Delaware

Complaint asserts claims against Angstrom for breach of the Letter Agreement, seeks specific

performance of the Asset Purchase Agreement, a declaratory judgment as to whether Angstrom

may execute an extension to the Lease, breach of contract for failing to enter into the Lease

extension, specific performance regarding the Lease extension, and indemnification. (Id.) The

Delaware Complaint also alleges that venue is proper in Delaware Court pursuant to Paragraph

10.6 of the Asset Purchase Agreement because “the [Asset Purchase Agreement] provides that the

state and federal courts of Delaware shall have exclusive jurisdiction over any disputes related to

or arising out of the Asset Purchase Agreement. Pursuant to the Asset Purchase Agreement,

Delaware law controls.” (Doc. 7-3, ¶ 13, PageID 128 (citation omitted).)

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The Delaware Complaint next asserts that pursuant to that same paragraph of the Asset

Purchase Agreement, the Delaware Court “has personal jurisdiction over the parties in that the

[Asset Purchase Agreement] provides that all parties to the [Asset Purchase Agreement]

‘irrevocably submit[] to the exclusive jurisdiction’ of the courts of Delaware and ‘waive any

objection’ that any court in Delaware constitutes an ‘inconvenient forum.’” Id. at ¶ 14. The

Delaware Complaint expressly pleads that the amount in controversy exceeds $1,000,000 and that

Woodbridge values the Property at $8.04 million. (Id. ¶¶ 12, 46, PageID 128.)

On February 27, 2024, Angstrom filed a Notice of Removal (Doc. 1), removing the

Vandalia Municipal Court action to this Court. Angstrom asserted in its Notice of Removal that

“this Court has original jurisdiction over the matter pursuant to 28 U.S.C. §§ 1332, 1441 et seq.”

based on diversity of citizenship and because “the amount in controversy exceeds $75,000.00,

exclusive of interests and costs.” (Doc. 1, PageID 1.)

On March 14, 2024, Woodbridge filed a stipulation in this Court asserting that it does not

seek and will not accept damages in excess of the $75,000.00 jurisdictional threshold in this

forcible entry and detainer action. (Doc. 8). That same day, the Delaware complaint was removed

to the United States District Court for the District of Delaware. (Doc. 15-2.)

II. Motion to Remand

The party seeking removal bears the burden of demonstrating by a preponderance of the

evidence that the diversity jurisdiction requirements are more likely met than not. Hayes v.

Equitable Energy Res Co., 266 F.3d 560, 572 (6th Cir. 2001). Where the federal court holds doubt

as to its jurisdiction, the removal statute should be strictly construed and “‘all doubts resolved in

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favor of remand.’” Eastman v. Marine Mech. Corp., 438 F.3d 544, 549–50 (6th Cir. 2006) (quoting

Brown v. Francis, 75 F.3d 860, 864–65 (3d Cir. 1996)).

Because Woodbridge contests the amount in controversy, “both sides submit proof and the

court decides, by a preponderance of the evidence, whether the amount-in-controversy requirement

has been satisfied.” Dart Cherokee Basin Operating Co., LLC v. Owens, 574 U.S. 81, 89 (2014)

(citation omitted). In so doing, “[t]he Court may rely on reasonable inferences and deductions

when determining whether the amount-in-controversy requirement has been met.” James v. Travco

Ins. Co., 3:23-cv-383, 2024 U.S. Dist. LEXIS 47198, at *5 (S.D. Ohio Mar. 18, 2024) (Gentry,

M.J.) (quotations and citation omitted).

The “Sixth Circuit has not specifically addressed how a court should determine the amount

in controversy when eviction or detainer actions are removed.” 601 W., LLC v. FJ Axe Holdings,

Inc., 1:21-cv-107, 2021 U.S. Dist. LEXIS 262466, at *3 (W.D. Mich. May 18, 2021); see also

Poplar Avalon, LLC v. Sprintcom, Inc., 2:16-cv-2393, 2016 U.S. Dist. LEXIS 86497, at *7 (W.D.

Tenn. July 5, 2016). “[T]he question poses a ‘jurisdictional morass’ because ‘there is a circuit split

as to whether a court may determine the amount in controversy from the perspective of either party

(the ‘either viewpoint rule’) or whether a court may only consider the plaintiff’s viewpoint.’”

Everett v. Verizon Wireless, Inc., 460 F.3d 818, 829 (6th Cir. 2006) (Sutton, J.) (quoting Olden v.

Lafarge Corp., 383 F.3d 495, 503, n.1 (6th Cir. 2004)). “The costs of complying with an injunction

… may establish the amount in controversy.” Id. (citations omitted); see also Cleveland Hous.

Renewal Project v. Deutsche Bank Trust Co., 621 F.3d 554, 560 (6th Cir. 2010). “The problem is

how to calculate that cost—whether from the perspective of the monetary value of the relief to the

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plaintiffs (which will generally be modest) or the monetary value of the relief to the defendant

(which may be great in some cases).” Id.

Courts within the Sixth Circuit have applied a variety of standards for cases involving

nonmonetary relief to eviction matters only seeking possession when addressing whether the

jurisdictional minimum is satisfied. See Poplar Avalon, LLC, Inc., 2016 U.S. Dist. LEXIS 86497,

at *7. As Judge Caldwell of the Eastern District of Kentucky opined:

The next issue then is how to determine the monetary value of the

right of possession—the object of the litigation in a forcible detainer

action. Some courts have indicated that the value of the possession

right is equal to the property’s rental value. Aurora Loan Servicing,

LLC v. Hampton, 3:10–cv–2498, 2011 WL 721286, at *2 (N.D. Tex.

2011); Federal Home Loan Mortg. Corp. v. Khounlo, 3:11–cv–

0118–B, 2011 WL 249494, at *2 (N.D. Tex. 2011). Even among

these courts, however, there is disagreement over how to determine

the rental value. In Ezon v. Cornwall Equities, Ltd., the court

determined that the value of the leasehold interest was equal to at

least the annual rental. 540 F. Supp. 885, 889 (S.D. Tex. 1982).

While in Dosdall v. Fraser, in evaluating a leasehold interest, the

court determined that the “the conclusion seems inescapable that the

amount i[n] controversy is the rental value for the term of the lease.”

246 F. Supp. 311, 314 (D. Mont. 1965); see also Woodmen of the

World Life Insurance Society v. Great Atlantic & Pacific Tea

Company, Inc., 561 F. Supp. 640, 642 (N.D. Ill. 1982). In BEM I,

LLC v. Anthropologie, Inc., the court determined that “the value of

possessing a certain piece of leased real estate includes, but is not

necessarily limited to, the amount of back rent due at the time of

removal.” 98–C–358, 1999 WL 1212643, at *3 (N.D. Ill. 1999),

aff’d, 301 F.3d 548 (7th Cir. 2002).

Back rent is not a valid measure of the amount in controversy here

because, unlike the plaintiff in BEM, the plaintiff here makes no

claim for back rent. Further, there is no basis for evaluating the

amount in controversy as the rent due for some arbitrary time period

less than the term of the lease. See BEM, 1999 WL 1212643, at *5

(“If the term of the lease is ten years, the court is hard-pressed to

make sense of a formula that calls for the application of an arbitrary

one year cut-off for determining the amount in controversy.”)

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More importantly, there is no basis for evaluating the amount in

controversy as the rent due for the entire lease term. The object of

the litigation in a forcible detainer action seeking only possession is

not the rent due under the lease. This is clear because, even if YA

loses this action and Sunshine is permitted to stay on the premises,

YA will be entitled to the rent due under the lease. See Sterl v. Sears,

88 F. Supp. 431, 432 (N.D. Tex. 1950) (concluding that the “mere

rental value of the land is not at stake” when the plaintiff seeks to

evict a tenant because the plaintiff would be entitled to the rent due

under the lease even if he lost). If, on the other hand, YA wins this

action and Sunshine is required to leave the premises, Sunshine will

not have to pay YA the rent due under the lease.

Another way of evaluating the amount in controversy in an action

seeking injunctive relief is to total the costs of complying with the

injunction. Everett v. Verizon Wireless, Inc., 460 F.3d 818, 829 (6th

Cir. 2006). In Everett, the court declined to decide whether the costs

of complying with the injunction should include only the costs to

the plaintiff or also the costs to the defendant. Id. Later, however, in

Cleveland Housing, in evaluating the amount in controversy, the

court seems to have considered the costs to the defendant of

complying with an injunction. 621 F.3d at 560–61 (considering that

the defendant’s costs of complying with the requested injunction

would have to exceed $3,000 for each of the 25 properties involved).

Unlike the plaintiff in Cleveland Housing, however, YA does not

seek an injunction that would require Sunshine to undertake

significant remedial measures on the properties involved or to

demolish them or that would require Sunshine to alter its business

practices. Id. at 557. YA only asks that the defendant be ordered to

leave the premises. Sunshine provides no evidence regarding its

costs in leaving the premises.

YA Landholdings, LLC v. Sunshine Energy, KY I, LLC, 871 F. Supp. 2d 650, 652–53 (E.D. Ky.

2012).

This Court agrees that it can consider the costs Angstrom would incur if an eviction were

to proceed when considering the amount in controversy question. Accord Cleveland Housing, 621

F.3d at 560-61 (considering defendant’s costs of complying with injunction in a motion to

remand); see also Bedell v. H.R.C., Ltd., 522 F. Supp. 732, 735 (E.D. Ky. 1981) (stating

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defendant’s viewpoint in removal cases involving the amount in controversy requirement “is the

one that prevails in . . . probably the Sixth Circuit” and applying defendant’s view when

considering motion to remand).

Here, unlike the defendant in YA Landholdings, Defendant does proffer evidence

concerning the costs of leaving the premises. Nagesh Palakurthi, Angstrom’s Manager, declares

the costs associated with an eviction order would surpass $75,000. (Doc. 13-5, PageID 354, ¶ 1-

3.) He avers that moving Angstrom’s furniture to be worth $110,000; (Id., PageID 366, ¶ 11)

Angstrom’s equipment to be worth $5 to 10 million, ¶ 13, and that it would cost “in the millions

to move.” (Id., ¶ 12.) This is apparently because, “new site requirements must include cranes, clear

height and heavy-manufacturing ready floors; and [would take] 3 to 6 months of site identification

and [an additional] 3 to 6 months of design, permits and construction expense to complete 6 to 15

ft deep concrete foundations or slabs as required to install press Equipment.” (Id.)

Palakurthi additionally states that if an eviction is ordered Angstrom could not perform its

contracts with car manufacturers and would lose millions in revenue and profits and be subject to

liability under those contracts. (Doc. 13-5, PageID 367, ¶ 16.) Moreover, as many as 187 Dayton-

area residents would lose their jobs, (Id., ¶ 14.) Realtor Tim Echemann declares it would cost

Angstrom about $13.25 million to build a similar property in a similar area and $5 million to

retrofit an existing site. (Doc. 13-6, PageID 920 ¶¶ 11- 12). Palakurthi’s and Echemann’s

declarations establish by a preponderance of the evidence that Angstrom’s cost of compliance with

an eviction order would exceed $75,000.

Alternatively, because a forcible detainer case is valued the same as “other actions seeking

no monetary damages and seeking only injunctive or declaratory relief…. ‘[I]t is well established

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that the amount in controversy is measured by the value of the object of the litigation.’” YA

Landholdings, LLC, 871 F. Supp. 2d at 652 (quoting Hunt v. Washington State Apple Advertising

Comm., 432 U.S. 333, 347 (1977)). In eviction matters, the object of the litigation is the right of

occupancy or possession of the property. YA Landholdings, LLC, 871 F. Supp. 2d at 652. In

removed eviction cases like this that seek nonmonetary relief and face a motion to remand, courts

within the Sixth Circuit have employed two approaches in addition to defendant’s cost of

compliance when determining whether the right of occupancy or possession satisfies the amount

in controversy requirement. See Cleveland Housing Renewal Project, 621 F.3d at 560-61 (applying

Defendant’s cost of compliance); see also Bedell, 522 F. Supp. at 735 (same). Those include: (1)

the difference in plaintiff’s position before the lawsuit and if the lawsuit is successful; and (2) the

fair market value of the Property that is the subject of the eviction action. See 601 W., LLC , 2021

U.S. Dist. LEXIS 262466, at *4 (plaintiff’s economic position); see also Wells Fargo Home Mortg.

v. Bullock, 2:13-cv-2933, 2014 U.S. Dist. LEXIS 135798, at *7-8 (W.D. Tenn. Sep. 26, 2014) (fair

market value). Angstrom establishes by a preponderance of the evidence that more than $75,000

is at issue under either of those methods.

Some courts compare the plaintiff’s position with the eviction against the plaintiff’s

position without the eviction. A. Levet Props. P’ship v. Bank One, N.A., Nos. 03-1708, 03-1373,

2003 U.S. Dist. LEXIS 12777, at *8-9 (E.D. La. July 21, 2003) (eviction action for commercial

property seeking no monetary relief). Here, if the eviction does not occur, the Lease and Letter

Agreement direct that Woodbridge would be entitled to the outstanding rent due. Woodbridge

claims that amount is $120,000. (Doc. 1-2, ¶ 9, PageID 11.) But

if [Angstrom] w[as] unable to pay rent under the [Sub-Sub]lease,

then possession would give [Woodbridge] the ability to re-lease the

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premises to another tenant, and the value of possession would be the

rent [Woodbridge] could collect from a new tenant.

A. Levet Props. P’ship, 2003 U.S. Dist. LEXIS 12777, *8-9. Under that framework, if an eviction

occurs, Woodbridge could sublease the Property and collect monthly rent at least equal to the

$60,000 a month that Angstrom paid. Id. ( “if [defendant] were unable to pay rent under the lease,

then possession would give [plaintiff] the ability to re-lease the premises to another tenant, and the

value of possession would be the rent [plaintiff] could collect from a new tenant.”)

The Lease was executed in June 2023 for a monthly rent of $60,000; Angstrom asserts that

the Dayton industrial real estate market has not gotten exceedingly worse and not much time has

passed, making it is fair to infer that Woodbridge could still obtain $60,000 a month for the

Property today. See James, 2024 U.S. Dist. LEXIS 47198, at *5. Thus, under the Lease’s either

six or 106 month term, Woodbridge could collect $360,000 or $636,000 if an eviction occurred.

That is at least a $240,000 gain. ($360,000-$120,000).

That base would grow pursuant to the Lease. Paragraph 14(A) states that Angstrom “shall

be fully liable for all losses, costs, expenses, claims, and damages, including but not limited to

reasonable attorney’s fees’ directly caused by” Angstrom’s breach. (Doc. 7-2, PageID 158.)

Paragraph 14(C) states that no termination of the Lease “shall release [Angstrom] from its

covenants to pay the rent and other charges provided for in this [L]ease.” Id.

Paragraph 16 of the Lease requires Angstrom to pay Woodbridge’s attorney’s fees if the

eviction takes place. (Id. at PageID 159.) As the Declaration of Nagesh Palakurthi shows,

Angstrom has already spent more than $75,000 on attorney’s fees. (Doc. 13-5, PageID 366.) See

James, 2024 U.S. Dist. LEXIS 47198, at *5. Under the Lease, Angstrom could have to pay

Woodbridge’s attorney’s fees and costs. (Doc. 7-2, PageID 159.) Hence, when Woodbridge’s

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costs, expenses, and attorney’s fees are added to the $240,000, Woodbridge’s economic position

would improve by more than $75,000 in the event of an eviction. Angstrom sustains the amount

in controversy requirement under the noted method. Thus, under this approach too, the Motion to

Remand will be denied.

Woodbridge’s Stipulation states Woodbridge “will not accept any monetary relief” in this

case so the amount in controversy is less than $75,000. (Doc. 8, PageID 146.) However, because

jurisdiction is determined at the time an action is removed, Woodbridge cannot seek relief valued

at more than $75,000 and then state it seeks no relief at all. “‘[W]hether a federal court has

jurisdiction is determined at the time of removal.’” Total Quality Logistics, LLC v. All. Shippers,

Inc., 1:19-cv-1052, 2020 U.S. Dist. LEXIS 104360, at *4 (S.D. Ohio June 15, 2020) (quoting

Williamson v. Aetna Life Ins. Co., 481 F.3d 369, 375 (6th Cir. 2007)). As such, “‘a post-removal

stipulation reducing the amount in controversy to below the jurisdictional limit does not require

remand to state court.’” Id. (quoting Heyman, 781 F. App’x at 469 (quoting Rogers v. Wal-Mart

Stores, Inc., 230 F.3d 868, 872 (6th Cir. 2000)). The Stipulation therefore fails to warrant remand.

III. Motion to Transfer Venue

Angstrom seeks transfer to the United States District Court for the District of Delaware,

asserting that the Delaware forum is predicated upon a valid, enforceable forum selection clause

in the agreement between the parties, pursuant to 28 U.S.C. § 1404(a). A primary question is

whether the forum selection clause at issue is permissive or mandatory.

Pursuant to 28 U.S.C. § 1404(a) (“Section 1404”), “[f]or the convenience of parties and

witnesses, in the interest of justice, a district court may transfer any civil action … to any district

or division to which all parties have consented.”

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As previously discussed, the Lease, the Asset Purchase Agreement and the Letter

Agreement form one contract. While the Lease lacks a forum selection clause, the Asset Purchase

Agreement does not. Paragraph 10.6 of the Asset Purchase Agreement states where an action

“may” be brought and continues to state that courts in New Castle County, Delaware, have

“exclusive” jurisdiction. (Doc. 7-1, PageID 74, at ¶ 10.6). The Asset Purchase Agreement defines

“Transaction Documents” to include the Lease and the Letter Agreement. (Doc. 7-1, PageID 81.)

Hence, the Asset Purchase Agreement plainly dictates that the parties: (1) “IRREVOCABLY”

submit to the “EXCLUSIVE JURISDICTION” in the state or federal courts of Delaware for all

legal actions predicated on the Lease; (2) “IRREVOCABLY AND UNCONDITIONALLY

WAIVE” any objection as to venue in those courts; and (3) IRREVOCABLY WAIVE AND

AGREE NOT TO PLEAD OR CLAIM” forum non conveniens. (Doc. 7-1 at ¶ 10.6, PageID 74)

(allcaps in original)

Given the agreement underlying the instant dispute contains a forum selectin clause, the

Sixth Circuit dictates that this Court “must first—before balancing the forum-non-conveniens

factors—determine whether a forum-selection clause is applicable to the claims at issue,

mandatory, valid, and enforceable.” Lakeside Surfaces, Inc., 16 F.4th at 215. If those factors are

shown, this Court then examines whether Woodbridge has sustained its burden of establishing

“that public-interest factors overwhelmingly disfavor a transfer.” Atlantic Marine, 571 U.S. at 66.

Thus, if there is an applicable forum selection clause, the Court must ask whether Plaintiff can

defeat a strong presumption in favor of enforceability by showing that (1) the clause was obtained

by fraud, duress, or other unconscionable means; (2) the designated forum would ineffectively or

unfairly handle the suit; (3) the designated forum would be so seriously inconvenient that requiring

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the plaintiff to bring suit there would be unjust; or (4) enforcing the forum selection clause would

contravene a strong public policy of the forum state. Lakeside Surfaces, 16 F.4th at 219–20.

A. Applicability of the Forum Selection Clause

“A forum selection clause is mandatory if it clearly indicates that jurisdiction is proper only

in the selected forum.” Kinzie Advanced Polymers LLC v. Highopes, LLC, 1:23-cv-1524, 2024

U.S. Dist. LEXIS 49994, at *4 (N.D. Ohio Mar. 12, 2024) (citation and quotation omitted). “A

mandatory forum selection clause grants exclusive jurisdiction to a selected forum, while a

permissive forum selection clause only reflects the contracting parties’ consent to resolve disputes

in a certain forum, but does not require that disputes be resolved in that forum.” Macsteel Intl USA

Corp. v. M/V Larch Arrow, 354 F. App’x 537, 539 (2d Cir. 2009); see also, Am. Soda, LLP v. U.S.

Filter Wastewater Grp., Inc., 428 F.3d 921, 926–27 (10th Cir. 2005) (citation omitted) (“The

difference between a mandatory and permissive forum selection clause is that ‘[m]andatory forum

selection clauses contain clear language showing that jurisdiction is appropriate only in the

designated forum, [while] permissive forum selection clauses authorize jurisdiction in a designated

forum, but do not prohibit litigation elsewhere.”); North California Dist. Council of Laborers v.

Pittsburgh-Des Moines Steel Co., 69 F.3d 1034, 1037 (9th Cir. 1995) (“To be mandatory, a clause

must contain language that clearly designates a forum as the exclusive one.”); see also Scepter,

Inc. v. Nolan Transportation Grp., LLC, 352 F. Supp. 3d 825, 830–31 (M.D. Tenn. 2018)

(gathering cases).

The parties in the instant case agreed in the Forum Selection Clause that for “ANY LEGAL

SUIT, ACTION OR PROCEEDING” arising out of the Lease that they “IRREVOCABLY

SUBMIT[] TO THE EXCLUSIVE JURISDICTION” of the Delaware State or Federal Courts and

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that they “IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE

LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS

AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH

COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH

COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.” (Doc. 7-1 at ¶ 10.6,

PageID 74) (allcaps in original). “The word ‘any’ is all-encompassing language, indicating the

parties’ belief that all actions regarding their relationship will be governed by the forum selection

clause.” Travelers Prop. Cas. Co. of Am. v. Centimark Corp., 2:04-cv-916, 2005 U.S. Dist. LEXIS

35611, at *7 (S.D. Ohio May 3, 2005). Thus, because the instant dispute seeks possession of the

Property pursuant to the Lease, this case arises out of the Lease and Transaction Documents and

must be transferred to the Delaware Federal Court. Race Winning Brands, Inc. v. Crawford, 601

F. Supp. 3d 279, 286 (N.D. Ohio 2022) (holding that “the forum-selection clause [was] mandatory

by its plain language” because it required the parties to “irrevocably submit to the exclusive

jurisdiction of courts located in Delaware.”)

The Court notes that Woodbridge initiated an action in federal court in Delaware that seeks

an order requiring Angstrom to retain the Property and avers that venue is proper there pursuant

to Paragraph 10.6 of the Asset Purchase Agreement because “the [Asset Purchase Agreement]

provides that the state and federal courts of Delaware shall have exclusive jurisdiction over any

disputes related to or arising out of the Asset Purchase Agreement.” (Doc. 7-3, ¶ 13, PageID 128.)

Accordingly, there is an applicable forum selection clause.

B. Whether the Clause was Obtained by Fraud, Duress or Unconscionable Means

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Turning to fraud, duress, or unconscionably, Woodbridge “must show fraud in the

inclusion of the [Forum Selection Clause] itself; general claims of fraud are not sufficient to

invalidate a forum-selection clause.” Superior Care Pharmacy, Inc. v. Med. Shoppe Int’l, Inc.,

2:10-cv-207, 2011 U.S. Dist. LEXIS 13013, at *9 (S.D. Ohio Feb. 10, 2011) (citation omitted).

Woodbridge asserts in the Federal Delaware Case that “the [Asset Purchase Agreement] provides

that the state and federal courts of Delaware shall have exclusive jurisdiction over any disputes

related to or arising out of the Asset Purchase Agreement.” (Doc. 7-3, ¶ 13, PageID 128.)

Woodbridge “must show” that “that court would ineffectively or unfairly handle the suit.”

Wong, 589 F.3d at 829. “Different or less favorable foreign law or procedure alone does not satisfy

this prong. Rather, the foreign law must be such that a risk exists that the litigants will be denied

any remedy or will be treated unfairly.” Id. (internal citation omitted).

Plaintiffs assert that Delaware is an unfair forum because they do not believe the forcible

entry and detainer action can be maintained in Delaware. As a result, Plaintiffs contend,

transferring the forcible entry and detainer action would “depriv[e Woodbridge] of its day in

court.” (Doc. 17, PageID 1163.) Plaintiffs assert the forcible entry and detainer action is a statutory

action under Ohio law solely to obtain possession of the Premises. (Id. (citing State ex rel.

Carpenter v. Warren Mun. Ct., 400 N.E.2d 391, 393 (Ohio 1980) (“forcible entry and detainer

action relates only to present possession and not title…”).)

“In Ohio, Revised Code Chapter 1923 governs forcible entry and detainer actions. Ohio

Revised Code § 1923.01(A) vests authority for these proceedings in ‘any judge of a county or

municipal court or a court of common pleas, within the judge’s proper area of jurisdiction.’ In

addition, a municipal court has original jurisdiction over any action of forcible entry and detainer

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within its territory…. Because the subject of a forcible entry and detainer proceeding is real

property, venue is necessarily “fixed in the county in which the property, or any part thereof, is

situated.” Middletown Park Realty, LLC v. Bar BQ Junction, Inc., 2010-Ohio-2171, ¶ 16, 2010

Ohio App. LEXIS 1784, 2010 WL 1960142, at *2 (Ohio App. May 17, 2010). According to

Plaintiff, in order for a landlord to obtain possession of property located in Ohio, the state of Ohio

requires the landlord to file a complaint for forcible entry and detainer action in Ohio. Id., at *3.

Any court outside of the county (or state) where the Premises are located is simply “unable to

enforce” the forcible entry and detainer action. Id., at *2.

This might be true if the Ohio case was only about title to the property, but the contours of

the local action doctrine suggest a different result:

Firmly established under English common law, the local action

doctrine was then “imported” into the jurisprudence of this country

in 1811. Prawoto v. PrimeLending, 720 F. Supp. 2d 1149, 1152

(C.D. Cal. 2010). As Chief Justice John Marshall stated, actions “are

deemed transitory, where transactions on which they are founded,

might have taken place anywhere; but are local where their cause is

in its nature necessarily local.” Livingston v. Jefferson, 15 F. Cas.

660, 664 (C.C.D. Va. 1811) (No. 8,411). From this point forward,

courts in the United States have referred to the local action doctrine

as jurisdictional. See Casey v. Adams, 102 U.S. 66, 26 L. Ed. 52

(1880); Ellenwood v. Marietta Chair Co., 158 U.S. 105, 15 S. Ct.

771, 39 L. Ed. 913 (1895); Fall v. Eastin, 215 U.S. 1, 30 S. Ct. 3, 54

L. Ed. 65 (1909).

However, even against this jurisdictional backdrop, courts have

routinely decided actions involving real property can be transitory.

See Dull v. Blackman, 169 U.S. 243, 246–47, 18 S. Ct. 333, 42 L.

Ed. 733 (1898) (explaining a dispute that did “not operate directly

upon the lands” can be brought in a different state).

Tap Rock Res., LLC v. Marathon Oil Permian LLC, 704 F. Supp. 3d 1194, 1199 (D.N.M. 2023).

At first blush, the doctrine would seem to warrant remand to state court:

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the local action doctrine concerns the distinction between local and

transitory actions that existed in common law. See 15 Charles Alan

Wright & Arthur R. Miller, Federal Practice and Procedure § 3822

(2d ed. 1986). If the dispute directly involves real property, then the

local action doctrine applies; but subject matter jurisdiction may

exist outside the territorial boundaries of the state in which the land

is located if the claim is merely a transitory action. See L’Invincible,

14 U.S. (1 Wheat.) 238, 242, 4 L. Ed. 80 (1816) (“An injury of this

nature is either to be redressed by a process in rem or in personam,

and in either case, application must be made where the thing, or

person, is found.”); Ellenwood, 158 U.S. at 107, 15 S. Ct. 771.

Tap Rock Res., 704 F. Supp. 3d at 1201.

An action in rem that claimed an interest in immovable property was

usually treated as a local action that could be brought only in the

jurisdiction where the property was located .... Meanwhile, an in

personam suit against an individual for injuries that might have

happened anywhere was generally considered a transitory action

that followed the individual. All of which meant that a suit could be

maintained by anyone on any claim in any place the defendant could

be found.

Id., (quoting Mallory v. Norfolk S. Ry. Co., 600 U.S. 122, 143 S. Ct. 2028, 2034, 216 L. Ed.2d 815

(2023) (cleaned up)).

In the end, the fact that Plaintiff has requested equitable relief is

determinative:

An in personam action adjudicates the “rights and obligations of

individual persons or entities.” Pennoyer v. Neff, 95 U.S. 714, 727,

24 L. Ed. 565 (1877). Essentially, actions are transitory when the

underlying allegations could have occurred anywhere. Livingston,

15 F. Cas. at 664 (“It is admitted, that on a contract respecting lands,

an action is sustainable wherever the defendant may be found.”). On

the contrary, actions involving “a naked question of title” as to land

are local. Massie v. Watts, 10 U.S. 148, 158, 3 L. Ed. 181 (1810).

Id.

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Because equitable remedies ask someone to do something, e.g. relinquish possession, they

are in personam actions:

The “lack of a particular remedy or cause of action in the alternative

forum” does not render that venue inadequate. Yavuz v. 61 MM, Ltd.,

576 F.3d 1166, 1175–77 (10th Cir. 2009). Like the Plaintiff in

Yavuz, the Plaintiffs here conflate their possible remedies with the

nature of their lawsuit. A court, acting pursuant to in personam

jurisdiction of a transitory action can order a remedy that affects real

property. In fact, “equity acts in personam.” Wilhelm v. Consol. Oil

Corp., 84 F.2d 739, 746 (10th Cir. 1936) (citing Hart v. Sansom,

110 U.S. 151, 154, 3 S. Ct. 586, 28 L. Ed. 101 (1884)).

Id., at 1202. “[P]ossession of a premises is equitable in nature.” City of Webster Groves, MO v.

CCATT LLC, 4:18-cv-1910, 2019 WL 4169848, at *4 (E.D. Mo. Sept. 3, 2019). Plaintiff has not

raised an abstention argument, and, given the concurrent litigation in Delaware concerning other

aspects of the business relationship, the Court does not perceive that an abstention argument would

prevail.

C. Whether Delaware Can Handle the Dispute

Woodbridge also decries that Delaware would be an inconvenient forum, as it does not

believe a Court in Delaware can resolve possession. This is not so:

In a diversity action, the district court sits as a state court. Zucker v.

Vogt, 200 F. Supp. 340, 341 (D. Conn.1961). The district court is

obliged to exercise the jurisdiction it is given. Colorado River Water

Conservation Dist. v. United States, 424 U.S. 800, 817, 96 S. Ct.

1236, 1246, 47 L.Ed.2d 483 (1976). The scope of that jurisdiction is

governed by federal law. Franklin Life Ins. Co. v. Falkingham, 229

F.2d 300, 302 (7th Cir. 1956). State law or rules of practice or

procedure can neither enlarge nor diminish federal court

jurisdiction. Lowry & Co. v. National City Bank of New York, 28

F.2d 895, 896 (2d Cir.1928).

Defendant’s suggestion that a summary forcible entry and detainer

proceeding does not constitute a civil action within the meaning of

28 U.S.C. § 1332 is unfounded. In § 1332 “civil action” is used in

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contradistinction to actions which are criminal. See Milwaukee

County v. White Co., 296 U.S. 268, 270, 56 S. Ct. 229, 230, 80 L.

Ed. 220 (1935). Civil actions are those which do not involve

criminal prosecution or punishment and are of a character

traditionally recognized by courts of common law or equity. Id. at

271, 56 S. Ct. 231. A forcible detainer action is civil in nature in that

the action is one for damages. See, e.g., Brewer v. Fathergill, 30

Conn. Supp. 607, 318 A.2d 131 (1973) (entry and detainer statute

allows jurisdiction of a civil action for treble damages); *737 see

also Famous Realty, Inc. v. Flota Mercante Grancolombiana, 81 F.

Supp. 553 (E.D.N.Y.1948) (court rejected argument that a summary

proceeding to recover possession of premises was not a civil action

within the meaning of 28 U.S.C. § 1441(a)).

Defendant’s arguments in support of its Rule 12(b)(1) motion would

lead to the inevitable conclusion that the State of Connecticut has,

to the extent of the subject matter and procedure to which Conn.

Gen. Stat. § 47a–43 pertains, preempted the United States

Constitution, Art. III, § 2, cl. 1, as well as 28 U.S.C. § 1332. The

Constitution states that “the judicial Power shall extend ... to

Controversies ... between Citizens of different States.” Absent

constitutional amendment, Congress alone has the power to alter the

jurisdiction of the federal judiciary. Section 1332 provides that the

district courts will have original jurisdiction over all civil actions

between citizens of different states where the matter in controversy

exceeds $10,000. The state simply cannot carve out of that grant of

jurisdiction a preemption for § 47a–43 matters. Kline v. Burke

Constr. Co., 260 U.S. 226, 43 S. Ct. 79, 67 L. Ed. 226 (1922); Gains

v. Fuentes, 92 U.S. (2 Otto) 10, 23 L. Ed. 524 (1875).

Accordingly, defendant’s jurisdictional challenge must necessarily

fail.

Balf Co. v. Exxon Corp., 682 F. Supp. 735, 736-37 (D. Conn. 1988). The same result holds here.

D. Serious Inconvenience

The final prong concerns whether the Delaware Federal Court would be so “seriously

inconvenient such that requiring [Woodbridge] to bring suit there would be unjust.” Wong, 589

F.3d at 828. “A finding of unreasonableness or injustice must, however, be based on more than

inconvenience to the party seeking to avoid the forum-selection clause’s requirements.” Info.

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Leasing Corp. v. Jaskot, 784 N.E.2d 1192, 1196 (Ohio 2003). “Under this step of the analysis,

courts are to determine whether the chosen forum is so inconvenient as to, in effect, afford no

remedy at all, thus depriving litigants of their day in court.” Preferred Capital, Inc. v. Assocs. in

Urology, 453 F.3d 718, 722-723 (6th Cir. 2006) (citation and quotation omitted).

The public interest factors include: “(1) the court’s interest in judicial economy; (2) docket

congestion; (3) local interest in deciding the controversy at home[;] and (4) in diversity cases, the

interest of conducting the trial in the forum of governing law.” Olin-Marquez v. Arrow Senior

Living Mgmt., LLC, 586 F. Supp. 3d 759, 778 (S.D. Ohio 2022) (citation omitted). Here, each

factor supports transfer.

Judicial economy favors transfer. Both this matter and the Delaware action focus on the

right to possess the property based on the Asset Purchase Agreement, Lease, and the Letter

Agreement. Placing all claims pertaining to the property and all applicable agreements before the

Delaware court improves judicial economy. Furthermore, transfer avoids piecemeal litigation.

“Most critical here is the interest in avoiding piecemeal litigation—the Court can see no

advantage…in the prosecution of two closely related parallel proceedings in two different

courthouses.” Krawec v. Allegany Co.-op Ins. Co., 1:08-cv-2124, 2009 U.S. Dist. LEXIS 57792,

at *23 (N.D. Ohio July 7, 2009) (citation omitted); see also Pratt Corrugated Holdings, Inc. v.

Porter Pizza Box of Ohio, LLC, 2:23-cv-448, 2023 U.S. Dist. LEXIS 141166, at *15 (S.D. Ohio

Aug. 11, 2023). The risk of inconsistent judgments is significant here because Woodbridge seeks

an order from this Court evicting Angstrom from the Property while simultaneously asking the

Delaware court to order specific performance such that Angstrom would purchase the Property.

(Doc. 15-3, PageID 994.) “[S]imultaneous adjudication of [this case and the Delaware Federal

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Action] could yield conflicting interpretations of the parties’ contractual obligations.” Free State

of Bavaria v. Ohio State Univ., 2:22-cv-2580, 2023 U.S. Dist. LEXIS 71990, at *10 (S.D. Ohio

Apr. 24, 2023). Hence, judicial economy weighs in favor of transfer.

Docket congestion weighs similarly. The United States District Court for the District of

Delaware 419 actions pending per judgeship as of June 30, 2024. See

https://www.uscourts.gov/statistics/table/na/federal-court-management-statistics/2024/06/30-1

(visited Sept. 9, 2024). In contrast, the Southern District has 943 pending cases per judgeship as

of that same date. Id. Thus, the United States District Court for the District of Delaware is less

congested and transfer there is appropriate.

For the local interest consideration, Angstrom acknowledges the property is located in the

Southern District of Ohio. Yet, “given [Angstrom’s] litigation strategy of filing multiple nearly

identical suits across the country, the Court finds that the issues of this case are not those of a

single, local controversy.” Pratt Corrugated Holdings, Inc. v. Porter Pizza Box of Ohio, LLC,

2:23-cv-448, 2023 U.S. Dist. LEXIS 141166, at *14 (S.D. Ohio Aug. 11, 2023). Additionally,

Woodbridge agreed in the Asset Purchase Agreement, Lease, and Letter Agreement to the

exclusive jurisdiction of the Delaware courts. Consequently, the last two factors support transfer.

In sum, all public-interest factors favor transfer. Woodbridge cannot establish that this is

the rare case preventing transfer. The Motion to Transfer Venue will be granted.

V. Conclusion

Because the parties are diverse and the minimum amount in controversy for diversity

jurisdiction is met, Woodbridge’s Motion to Remand (Doc. 9) is DENIED; because the factors

governing motions to transfer favor transfer, Angstrom’s Motion to Transfer (Doc. 15) is

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GRANTED. The Clerk is instructed to transfer the instant case to the United States District Court

for the District of Delaware. The instant case is TERMINATED on the dockets of the United

States District Court for the Southern District of Ohio, Western Division at Dayton.

DONE and ORDERED in Dayton, Ohio, this Monday, September 16, 2024.

s/Thomas M. Rose

________________________________

THOMAS M. ROSE

UNITED STATES DISTRICT JUDGE

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