Federal Insurance Company v. Shaw Industries Inc

UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT OF ALABAMA

EASTERN DIVISION

FEDERAL INSURANCE COMPANY, et }

al., }

}

Plaintiffs, }

}

v. } Case No.: 1:23-CV-1367-RDP

}

SHAW INDUSTRIES, INC. et al., }

}

Defendants. }

MEMORANDUM OPINION

This matter is before the court on Defendant Shaw Industries, Inc.’s Motion to Transfer

Venue Under 28 U.S.C. § 1404(a). (Doc. # 63). The Motion (Doc. # 63) has been fully briefed.

(Docs. # 63, 72, 78). For the reasons discussed below, the Motion (Doc. # 63) is due to be

granted.

I. Factual Background

Defendant Shaw Enterprises, Inc. (“Shaw”) is a producer and manufacturer of carpet,

resilient flooring, hardwood, tile, stone, synthetic turf, and other specialty flooring products with

its principal place of business in Dalton, Georgia. (Doc. # 65 at ¶¶ 10, 26). Shaw currently

operates facilities in Alabama and Georgia. (Id. at ¶ 28).

Beginning in the 1950s and through the 1980s, manufacturers began creating stain

blocker and soil-resistant products that were used to treat carpets, including Scotchgard, Teflon,

and Stainmaster. (Id. at ¶¶ 29-35). Shaw purchased and used some of these stain-resistant

products in its carpet manufacturing operations. (Id. at ¶¶ 30-36). Many of these stain-resistant

products contained perfluoroalkyl and polyfluoroalkyl substances, commonly referred to by the

acronym “PFAS.” (Id. at ¶ 37). Shaw allegedly used the stain-resistant products, that contained

PFAS (Id. at ¶ 38), and those products were discharged with wastewater produced as a by-

product of Shaw’s manufacturing process.

Shaw utilized Dalton Utilities to dispose of any wastewater produced in its manufacturing

process. (Id. at ¶ 39). In the 1980s, Dalton Utilities applied for and obtained a permit to operate a

Land Application System (“LAS”) for Shaw’s wastewater disposal needs. (Id. at ¶¶ 40-41). The

LAS is an approximately 9,600-acre system, operated by Dalton Utilities, in which wastewater is

processed from Shaw’s manufacturing plant in Georgia and dispersed onto the land surface. (Id.

at ¶ 42).

Around the same time, Shaw began purchasing liability insurance policies from Federal

Insurance Company (“Federal”). (Id. at ¶ 70). From 1980 to 1985, Federal issued insurance

policies to Shaw that contained coverage for (among other things) accidental discharge of

pollutants. (Id. at ¶ 75). From 1985 to 2016, Federal issued insurance policies to Shaw that

contained absolute pollution exclusions. (Id. at ¶¶ 78-79). All the insurance policies issued to

Shaw from Federal were delivered, received, and accepted in Georgia. (Doc. # 63-1 at ¶ 10).

During this same period, Shaw also purchased various liability insurance policies from Pacific

Employers Insurance Company, ACE American Insurance Company, ACE Property and

Casualty Insurance Company, Indemnity Insurance Company of North America, and

Westchester Fire Insurance Company (collectively referred to as the “Additional Plaintiff

Insurers”). (Doc. # 65 at ¶ 82).

In recent years, numerous municipal entities in both Alabama and Georgia have brought

legal actions against Shaw, alleging environmental contamination caused by water runoff

Pcontaining Shaw’s PFAS (hereinafter referred to as the “underlying actions”).1 (Id. at ¶¶ 46-47).

1 The underlying actions in Alabama are: Shelby County, Alabama and Talladega County, Alabama v. 3M

Company, et al., 1:23-cv-00609-CLM in the United States District Court for the Northern District of Alabama;

The allegations in the underlying actions include assertions that for decades Shaw had

knowledge that PFAS could not be removed from the wastewater it sent to Dalton Utilities and

that Shaw “expressly and directly aimed polluted wastewater from their plants not only at Dalton

Utilities and the LAS in Georgia but also Alabama through the continuing flow of the polluted

wastewater from [Shaw’s] plants, into the Coosa River and its tributaries” to surrounding

counties. (Id. at ¶¶ 49, 67).

Shaw has made a demand for coverage under the insurance policies issued by Federal for

indemnity in the underlying actions. (Id. at ¶ 92). In addition, Shaw has put the Additional

Plaintiff Insurers on notice of the underlying actions but has not yet sought coverage from them.

(Id. at ¶ 94).

On December 27, 2023, Federal and the Additional Plaintiff Insurers (collectively

“Plaintiffs”) filed their First Amended Complaint in the United States District Court for the

Northern District of Alabama, seeking a declaratory judgment that they have no duty to provide

insurance coverage to Shaw in connection with the underlying actions. (Id. at ¶¶ 91-98).

In addition, the First Amended Complaint also names the following insurance companies

as Nominal Defendants: Commerce & Industry Insurance Company; First State Insurance

Company; Employers Insurance Company of Wausau; Great American Insurance Company;

U.S. Fire Insurance Company; and Travelers Casualty and Surety Company (collectively the

“Defendant Insurers”). (Id. at ¶¶ 99-102). Plaintiffs contend that the Defendant Insurers also

Shelby County, Alabama and Talladega County, Alabama v. 3M Company, et. al., 61-cv-2023-900112.00, filed in

the Circuit Court of Talladega County, Alabama; The Water Works and Sewer Board of the City of Gadsden v. 3M

Company, et al., 31-cv-2016-900676.00, filed in the Circuit Court of Etowah County, Alabama; and The Water

Works and Sewer Board of the Town of Centre v. 3M Company, et al., 31-cv-2017-900049.00, filed in the Circuit

Court of Cherokee County, Alabama. (Doc. # 65 at ¶ 46).

The underlying actions in Georgia are: The City of Rome, Georgia v. 3M Company, et al., 19-cv-02405-

JFL-003, filed in the Superior Court of Floyd County, Georgia; and Jarrod Johnson, individually and on behalf of a

class of persons similarly situated v. 3M Company, et al., 4:20-cv-0008-AT, filed in the United States District Court

for the Northern District of Georgia. (Doc. # 65 at ¶ 47).

issued policies to Shaw that potentially provide insurance coverage for the underlying actions.

(Id. at ¶ 100). As a result, the First Amended Complaint also requests that, should the court find

that Federal or the Additional Plaintiff Insurers have an obligation to provide coverage to Shaw

in the underlying actions, the court also declare that the Defendant Insurers have the same

obligation. (Id. at ¶ 102).

On December 21, 2023, Shaw filed a Motion to Transfer Venue Under 28 U.S.C. §

1404(a). (Doc. # 63). The Motion seeks to transfer this case to the United States District Court

for the Northern District of Georgia. (Id.). Plaintiffs oppose the Motion to Transfer and maintain

that the Northern District of Alabama is the proper venue. (Doc. # 72). The Defendant Insurers

join Plaintiffs in opposition to the Motion to Transfer. (Docs. # 73, 74, 75, 81).

II. Legal Standard

The movant bears the burden of establishing that transferring venue to another forum is

more convenient. In re Ricoh Corp., 870 F.2d 570, 573 (11th Cir. 1989). “The decision to

transfer a case to another district is left to the sound discretion of the trial court.” Brown v. Conn.

Gen. Life Ins. Co., 934 F.2d 1193, 1197 (11th Cir. 1991).

A plaintiff’s choice of forum is accorded considerable deference. See Piper Aircraft Co.

v. Reyno, 454 U.S. 235, 255 (1981). That is, a “plaintiff’s choice of forum should not be

disturbed unless it is clearly outweighed by other considerations.” Robinson v. Giarmarco & Bill,

P.C., 74 F.3d 253, 260 (11th Cir. 1996).

But, while a plaintiff’s forum choice is entitled to deference, federal law provides for

transfer in certain circumstances. “For the convenience of parties and witnesses, in the interest of

justice, a district court may transfer any civil action to any other district or division where it

might have been brought.” 28 U.S.C. § 1404(a). Thus, when addressing a motion under §

1404(a), the court employs a two-step analysis. See A.J. Taft Coal Co. v. Barnhart, 291 F. Supp.

2d 1290, 1307 (N.D. Ala. 2003); Cook v. Publix Supermarkets, Inc., 2020 WL 13157798, at *1

(N.D. Ala. 2020). First, the court must determine whether the plaintiff could have originally filed

the case in the venue to which the movant seeks to transfer the case. A.J. Taft, 291 F. Supp. 2d at

1307; Walter Energy, Inc. v. Walter Inv. Mgmt. Corp., 2015 WL 12751048, at *4 (N.D. Ala.

2015). Next, the court must consider whether the circumstances of the case warrant transfer. A.J.

Taft, 291 F. Supp. 2d at 1307; Walter Energy, 2015 WL 12751048, at *4.

III. Discussion

The Supreme Court has emphasized that motions for transfer under § 1404(a) should be

decided on “‘an individualized case-by-case consideration of convenience and fairness.’”

Stewart Org., Inc. v. Ricoh Corp., 487 U.S. 22, 29 (1988) (quoting Van Dusen v. Barrack, 376

U.S. 612, 622 (1964)). Thus, the court applies the two-factor test in the particular context of this

case.

A. This case could have originally been filed in the Northern District of Georgia.

Under 28 U.S.C. § 1391(b), a civil action may be brought in: (1) a judicial district in

which any defendant resides, if all defendants are residents of the state in which the district is

located; (2) a judicial district in which a substantial part of the events or omissions giving rise to

the claim occurred, or a substantial part of property that is the subject of the action is situated; or

(3) if there is no district in which an action may otherwise be brought as provided in this section,

any judicial district in which any defendant is subject to the court’s personal jurisdiction with

respect to such action. 28 U.S.C. § 1391(b)(1)-(3). In a state with more than one judicial district,

a corporate defendant resides in any district in that state “within which its contacts would be

sufficient to subject it to personal jurisdiction.” Id. at § 1391(d).

In opposing the motion, Plaintiffs devote much of their briefing to explaining why this

case was appropriately filed in this district. But that is not the relevant question here. Rather, the

proper venue analysis focuses on whether this action could also have been filed in the Northern

District of Georgia. Because § 1391(b)(2) allows a suit to be brought in any district where a

substantial part of the events or omissions giving rise to the claim occurred, venue can be -- and

often is -- proper in multiple districts. See Jenkins v. Brick Co. Bremer, 321 F.3d 1366, 1371

(11th Cir. 2003). Plaintiffs do not dispute that the Northern District of Georgia is an appropriate

forum for this suit. (See Doc. # 63 at 2). And, its failure to dispute this is with good reason.

A review of the record shows quite clearly that this matter could have originally been

filed in the Northern District of Georgia under both § 1391(b)(1) and (2). Because Shaw’s

principal place of business is in Dalton, Georgia, which falls within the Northern District of

Georgia, its contacts with the district are sufficient to subject it to personal jurisdiction there. In

addition, a substantial part of the events giving rise to the coverage issues in this lawsuit

occurred in the Northern District of Georgia. The current matter stems from disputed insurance

coverage for the release of PFAS and related chemicals present in Shaw’s wastewater. The

insurance policies were delivered, received, and accepted in Georgia. (Doc. # 63-1 at 3-4).

Further, the disposal of the wastewater containing the PFAS occurred at the LAS facility in

Georgia. (Doc. # 65 at ¶ 43; 63-1 at 3). Thus, the first step of the § 1404(a) transfer analysis is

satisfied.

B. The circumstances of the case warrant transfer.

Having decided that the Northern District of Georgia is a proper transferee district, the

court now considers whether transfer of venue would be fair, promote convenience, and advance

the interest of justice. 28 U.S.C. § 1404(a). This analysis “requires a balancing of practical

considerations, which centers on convenience of the parties and witnesses, with the interest of

justice, which focuses on fairness and efficiency.” A.J. Taft Coal Co., Inc., 291 F. Supp. 2d at

1309. The Eleventh Circuit has noted nine case-specific factors to consider:

(1) the convenience of the witnesses; (2) the location of relevant documents

and the relative ease of access to sources of proof; (3) the convenience of the

parties; (4) the locus of operative fact; (5) the availability of process to compel

the attendance of unwilling witnesses; (6) the relative means of the parties; (7)

a forum’s familiarity with the governing law; (8) the weight accorded a

plaintiff’s choice of forum; and (9) trial efficiency and the interests of justice,

based on the totality of the circumstances.

Manuel v. Convergys Corp., 430 F.3d 1132, 1135 n.1 (11th Cir. 2005). Before analyzing these

factors against the facts of this case, the court first addresses Plaintiffs’ choice of forum, which is

typically entitled to considerable deference. See Gulf Oil Corp. v. Gilbert, 330 U.S. 501, 508

(1947); In re Ricoh Corp., 870 F.2d at 573.

1. Plaintiffs’ Choice of Forum

“[F]ederal courts traditionally have accorded a plaintiff’s choice of forum considerable

deference.” In re Ricoh Corp., 870 F.2d at 573 (citing Gulf Oil Corp., 330 U.S. at 508). Indeed,

generally, when determining the propriety of transfer, “[t]he Eleventh Circuit has determined that

a court should be somewhat restrictive in transferring actions” and that “the plaintiff’s choice of

forum should not be disturbed unless the movant can show that it is clearly outweighed by other

considerations.” Gould v. Nat’l Life Ins. Co., 990 F. Supp. 1354, 1357 (M.D. Ala. 1998) (citing

Robinson, 74 F.3d at 260). “However, ‘when the operative facts underlying the cause of action

did not occur within the forum chosen by the [p]laintiff, the choice of forum is entitled to less

consideration.’” Liberty Nat. Life Ins. Co. v. Suntrust Bank, 2012 WL 3849615, at *11 (N.D.

Ala. 2012) (quoting Gould., 990 F. Supp. at 1358, in turn quoting Garay v. BRK Elecs., 755 F.

Supp. 1010, 1011 (M.D. Fla. 1991)).

This lawsuit primarily arises from activity that took place in Georgia. Each of the

insurance policies at issue in this action were delivered, received, and accepted in Georgia.

Further, the insurance dispute centers around whether Plaintiffs have a duty to indemnify in the

underlying actions based on Shaw’s alleged use of PFAS at its plant in Dalton, Georgia and its

disposal of contaminated wastewater at the LAS, also in Dalton, Georgia. Although the alleged

contamination may have flowed from Northern Georgia into Alabama via the Coosa River, the

key operative facts giving rise to this case -- i.e., the issuance of insurance policies and the

alleged improper release of pollutants -- all occurred in Georgia.

In addition, a plaintiff’s choice of forum is entitled to less deference when the plaintiff is

not a resident of that forum. See Swisher v. Nissan Motor Acceptance Company, LLC, 2022 WL

17169603, at *3 (N.D. Ala. 2022); Combs v. Fla. Dep’t of Corrs., 461 F. Supp. 3d 1203, 1214

(N.D. Fla. 2020). Here, not only are none of the Plaintiffs residents of Alabama, neither are Shaw

or any of the Defendant Insurers. See Goodson v. Cintas Corp. No. 2, 2021 WL 4844208, at *3

(N.D. Ala. 2021) (venue in the Northern District of Alabama was “entitled to less weight because

none of the parties reside” there).

In the current matter, the operative facts related to insurance coverage did not occur in

Alabama, nor are any of the parties residents here. Therefore, Plaintiffs’ choice of Alabama as

the forum is entitled to less deference. Nonetheless, even when a chosen forum is due less

deference in this case, a court must nonetheless find that the balance of factors clearly weighs in

favor of transfer. See Robinson, 74 F.3d at 260.

2. The Convenience of the Witnesses

“It is often said that ‘the most important factor in passing on a motion to transfer under §

1404(a) is the convenience of the witnesses.’” Harper v. Am. Airlines, Inc., 2009 WL 1605800,

at *5 (N.D. Ala. 2009) (quoting Hutchens v. Bill Heard Chevrolet Co., 928 F. Supp. 1089, 1091

(M.D. Ala. 1996)); see also Chambers v. Merrill Lynch & Co., Inc., 2010 WL 11565361, at *3

(N.D. Ala. 2020). Specifically, in determining convenience, the relevant question is who are the

“key witnesses” (i.e., those who have information regarding the liability of the defendant).

Chambers, 2010 WL 11565361, at *4; Ramsey v. Fox News Network, LLC, 323 F. Supp. 2d

1352, 1365 (N.D. Ga. 2004). This dispute centers around whether there is insurance coverage for

pollutants released from Shaw’s manufacturing plants. Therefore, key witnesses in this case

would be those with knowledge regarding the insurance policies and Shaw’s waste removal

process.

Shaw has identified two categories of key witnesses that weigh in favor of transfer to the

Northern District of Georgia. First, because Shaw is headquartered and incorporated in Georgia,

any current or former employees who may serve as witnesses will likely be residents of the

Northern District of Georgia as well. Specifically, any employees who took part in either (1)

obtaining or negotiating the contested insurance policies or (2) the use and disposal of PFAS

worked or still work at Shaw’s headquarters in Georgia. Plaintiffs allege that Shaw’s general

references to these potential key witnesses are insufficient to support transfer. The court

disagrees. Both this court and others have found that transfer is appropriate when a party fails to

name specific witnesses but can show that relevant company personnel tend to work and live in a

specific district. See Chambers, 2010 WL 11565361, at *4; see also Johnston v. Foster Wheeler

Constructors, Inc., 158 F.R.D. 496 (M.D. Ala. 1994) (concluding that transfer of venue was

appropriate -- notwithstanding the defendant having failed to name any specific witnesses who

resided in Florida -- because relevant supervisory personnel worked and continued to reside in

the Southern District of Florida).

Second, Shaw argues that Dalton Utilities will be a key non-party witness in this matter,

and that entity is also located in the Northern District of Georgia. Plaintiffs dispute this

contention, but do so only by arguing that Dalton Utilities is also a party to some of the

underlying suits and, thus, has already been deposed. However, this assertion does not change

the continued importance of the location of a witness in litigation, particularly if this case later

proceeds to trial. Yaeger v. Wyndham Vacation Resorts, Inc., 2013 WL 12251716, at *2 (N.D.

Ala. 2013) (stating that the fact that key witnesses may have already been deposed does not

change their level of importance in a litigation). To be sure, it is particularly relevant that, at

present, the only non-party witnesses who have been identified as having relevant information

regarding Shaw’s practices of disposing of PFAS work or previously worked in Georgia. See

Carucel Invs., L.P. v. Novatel Wireless, Inc., 157 F. Supp. 3d 1219, 1228 (S.D. Fla. 2016) (“The

convenience of non-party witnesses is an important, if not the most important, factor in

determining whether a motion to transfer should be granted.”). The same is true with respect to

witnesses with knowledge of the formation and execution of the parties’ insurance agreements.

Plaintiffs contend that there will also be fact witnesses from the underlying cases in

Shelby, Etowah, Cherokee and Talladega Counties of Alabama because “these are the sites of the

claims and the suits.” (Doc. # 72 at 11). The court notes that, in making this argument, Plaintiffs

fail to acknowledge that a number of the underlying cases also involve alleged downstream

damage suffered by communities in Georgia. In any event, however, Plaintiffs have failed to

show how any Alabama (or Georgia) witnesses who suffered property damage are “key

witnesses” on the primary issues in this litigation: the insurance policies and Shaw’s use and

discharge of PFAS from its plant in Georgia. While the witnesses referenced by Plaintiffs may be

able to testify to the effects of the PFAS discharges on their county, Plaintiffs do not point to any

individuals with relevant knowledge about Shaw’s insurance policies, its discharge of PFAS, or

its practices for removing PFAS that reside in the state of Alabama. Yet, these are the key issues

in this controversy.

Therefore, the court finds that the vast majority of witnesses with material knowledge

regarding the insurance policies and/or Shaw’s purported dumping of contaminated water are

actually (or at least likely) located in the Northern District of Georgia. As a result, “the

convenience of the majority of witnesses favors transfer of this action.” See Insuracorp, Inc. v.

Am. Fid. Assurance Co., 914 F. Supp. 504, 506 (M.D. Ala. 1996).

3. The Location of the Relevant Documents

The location of relevant documents and property in this suit is a factor that also weighs in

favor of transferring venue to the Northern District of Georgia. Plaintiffs have failed to identify,

with any specificity, any documents or evidence that are located in the Northern District of

Alabama and that are relevant to the controversy at issue in this case.

Shaw, on the other hand, has pointed out that all documents in its control -- including all

insurance policies -- are located at its facilities in Georgia. Plaintiffs counter that this factor

carries less weight in our modern era of technology where any documents may be scanned,

stored, and transported electronically. (Doc. # 72 at 14-15). To be fair, the court has recognized

that this factor may not be as significant as it once was given the advent of litigants’ ability to

manage discovery electronically. Nevertheless, recent technological developments do not render

this factor superfluous. U.S. ex rel. Elder v. DRS Techs., Inc., 2013 WL 3151171, at *4 (N.D.

Ala. 2013) (quoting Watson v. Earthbound Holding, LLC, 2012 WL 3775760, at *3 (N.D. Ala.

2012)). But, properly analyzed, these recent technology breakthroughs do not mitigate this factor

as strongly here as they might in other cases. Some of the relevant insurance policies were issued

in the 1980s, and thus were drafted before the current wave of technology. These documents

reportedly are not in the digital format. Therefore, the court finds that this weighs in favor of

transfer. See Harper, 2009 WL 1605800, at *4 (“[T]he fact that documents and records related to

[the plaintiff’s claims] are retained primarily at defendant’s headquarters in [the transferee

district] favors transfer”); see also Dye v. Mag Instrument, Inc., 2010 WL 11615034, at *4 (N.D.

Ala. 2010) (where “relevant documents” are not already “available in easily transferrable digital

format,” “the location of relevant documents and the relative ease of access to sources of proof is

an appropriate factor for the court to consider and … weighs in favor of transferring”).

As already noted, both Shaw’s manufacturing facility and the LAS waste disposal facility

are located in the Northern District of Georgia. As the 1980-1985 Federal insurance policies

contain coverage for sudden or accidental discharge of pollutants (Doc. # 65 at ¶ 75), it is more

than conceivable that on-site inspections of those facilities may be an important part of discovery

related to the process of disposing of wastewater. The ease of an on-site inspection also weighs

in favor of transfer to the Northern District of Georgia. See Yes Lighting, LLC v. PSG Energy

Grp., LLC, 2019 WL 13225114, at *3 (S.D. Fla. 2019) (citing Koehring Co. v. Hyde Constr. Co.,

324 F.2d 295, 296 (5th Cir. 1963)).2

4. The Convenience of the Parties

Next, the court considers the convenience of the parties. Obviously, the Northern District

of Georgia is the more convenient forum for Shaw, as the company is incorporated and located

there. See Dye, 2010 WL 11615034, at *4 (finding that a defendant’s corporate officer being

located in the transferee forum weighs in favor of transfer). Plaintiffs and the Defendant Insurers,

on the other hand, are not from Alabama or Georgia. Although Plaintiffs have chosen the

2 In Bonner v. City of Prichard, 661 F.2d 1206, 1209 (11th Cir. 1981), the Eleventh Circuit adopted as

binding precedent all decisions of the former Fifth Circuit handed down prior to the close of business on September

30, 1981.

Northern District of Alabama as the place to bring this suit, the court has already found that their

choice of forum is entitled to less deference in this action.

Case law is clear: transfer should not merely shift inconvenience from one party to

another. Robinson, 74 F.3d at 260. Here, transfer would make litigation more convenient for

Shaw and seemingly would not shift any inconvenience to Plaintiffs, who will be forced to travel

to either Alabama or Georgia, in any event. Accordingly, the court finds that this factor, at best,

favors transfer and, at worst, is neutral.

5. The Locus of Operative Facts

“In determining the locus of operative facts, the court must look at ‘the site of [the]

events from which the claim arises.’” Nat’l Tr. Ins. Co. v. Penn. Nat’l Mut. Cas. Ins. Co., 223 F.

Supp. 3d 1236, 1245 (M.D. Fla. 2016) (quoting Charter Oak Fire Ins. Co. v. Broan-Nutone,

LLC, 294 F. Supp. 2d 218, 220 (D. Conn. 2003)). Here, as previously discussed, the claims arise

from insurance policies that were issued in Georgia and are central to coverage related to suits

over Shaw’s use and disposal of harmful pollutants at its factory in Georgia. Therefore, this

factor weighs in favor of transfer.

6. The Availability of Process to Compel Unwilling Witnesses

Rule 45(c)(1) of the Federal Rules of Civil Procedure states in relevant part that:

A subpoena may command a person to attend a trial, hearing, or deposition only

as follows: (A) within 100 miles of where the person resides, is employed, or

regularly transacts business in person; or (B) within the state where the person

resides, is employed, or regularly transacts business in person, if the person (i) is a

party or a party’s officer; or (ii) is commanded to attend a trial and would not

incur substantial expense.

Fed. R. Civ. P. 45(c)(1). The majority of the anticipated witnesses in this litigation are likely

located in Dalton, Georgia. Based on the parties’ briefings, Dalton is 90 miles from Anniston,

Alabama, which is the place where trial would be held in a case filed where this one was -- the

Eastern Division of the Northern District of Alabama. (See Docs. # 72 at 14; 78 at 4).

Comparatively, Dalton is less than 40 miles from Rome, Georgia, the place where the court

understands trial would be held in the district where Shaw seeks transfer -- in the Rome Division

of the Northern District of Georgia. (Id.). Therefore, either forum could compel unwilling

witnesses under Rule 45. As a result, the court finds this factor to be neutral. See Jones v. Mar-

Mal, Inc., 2021 WL 1535881, at *2 (M.D. Ala. 2021) (finding the availability of process to

compel unwilling witnesses as neutral when either forum could do so).

7. The Relative Means of the Parties

As Plaintiffs point out, “this case involves large national and international companies.”

(Doc. # 72 at 16). As a result, neither party has introduced any evidence showing that one

company has more means than another. In light of these considerations, the court concludes that

this factor is neutral and does not sway its analysis either way. See Orb Factory, Ltd. v. Design

Science Toys, Ltd., 6 F. Supp. 2d 203, 210 (S.D. N.Y 1998) (noting that “where proof of …

disparity is not adequately provided, or does not exist, this is not a significant factor to be

considered”); see also In re Lehman Brothers Holdings Inc., 594 B.R. 33, 78 (S.D. N.Y. 2018)

(“[W]hen plaintiff and defendant are both corporations, the relative resources of the parties are

given little weight in the transfer analysis”).

8. Forum’s Familiarity with the Governing Law

In a case such as this one, where jurisdiction is based on diversity,3 the court must apply

the choice of law rules of Alabama. See e.g., Klaxon v. Stentor Elec. Mfg. Co., 313 U.S. 487,

3 The court notes that the First Amended Complaint states that “[t]his Court also has jurisdiction over this

matter pursuant to the Declaratory Judgment Act, 28 U.S.C. § 2201(a), because this matter presents a case of actual

controversy and seeks an order declaring the rights and other legal relations of the parties to this action.” (Doc. # 65

at ¶ 22). However, “[t]he Declaratory Judgment Act does not create an independent basis for federal subject matter

jurisdiction.” Heydon v. MediaOne of Southeast Mich., Inc., 327 F.3d 466, 470 (6th Cir. 2003). It follows that a

“federal court … ‘must have jurisdiction already under some other federal statute’ before a plaintiff can ‘invok[e]

496, 61 S. Ct. 1020, 85 L. Ed. 1477 (1941). Alabama follows the lex loci contractus rule to

determine which state’s law applies to contract interpretation. James River Ins. Co. v. Ultratec

Special Effects, Inc., 449 F. Supp. 3d 1157, 1165 (N.D. Ala. 2020) (citing Cherokee Ins. Co., Inc.

v. Sanches, 975 So. 2d 287, 292 (Ala. 2007)). “Thus, absent a choice-of-law provision in a

contract, Alabama courts apply the substantive law of the state where the contract was formed,

‘unless it is contrary to this State’s fundamental public policy.’” James River Ins. Co., 449 F.

Supp. 3d at 1165 (quoting Blalock v. Sutphin, 275 So. 3d 519, 523 (Ala. 2018)). A contract for

an insurance policy is formed in the state where the policy was issued or delivered. Cherokee Ins.

Co., Inc., 975 So. 2d at 293 (citing Cincinnati Ins. Co. v. Girod, 570 So. 2d 595, 597 (Ala.

1990)).

The insurance policy in this case was issued and delivered in Georgia; therefore, the laws

of Georgia govern this controversy. Although this court is certainly capable of interpreting and

applying Georgia’s law, the Northern District of Georgia is undoubtedly better suited for the

task. See Chambers, 2010 WL 11565361, at *6 (finding that a New York court would be more

familiar with New York laws than an Alabama court); Conseal Int’l Inc. v. Econalytic Sys., Inc.,

2009 WL 1285865, at *4 (S.D. Fla. 2009) (“Colorado district courts are surely more familiar

with Colorado contract law than are Florida district courts”); Harris v. Lawson, 2008 WL

4003999, at *4 (M.D. Ga. 2008) (finding a Georgia federal court would be better suited for a

case applying Georgia law than a Florida federal court).

Plaintiffs argue that, because there is no major conflict between Georgia law and

Alabama law, transfer is unnecessary. But, at this point in the litigation, it is impossible for the

court to predict every legal issue that may arise in order to assess whether there may be a conflict

the Act.’” Davis v. United States, 499 F.3d 590, 594 (6th Cir. 2007) (quoting Toledo v. Jackson, 485 F.3d 836, 839

(6th Cir. 2007)). To be clear, the court’s exercise of jurisdiction in this case is based on diversity jurisdiction under

28 U.S.C. § 1332.

between Georgia and Alabama law. Instead, “there is an appropriateness … in having the trial of

a diversity case in a forum that is home with the state law that must govern the case rather than

having a court in some other forum untangle problems in conflicts of laws and in law foreign to

itself.” Hutchens, 928 F. Supp. at 1091 (quoting Gulf Oil Corp., 330 U.S. at 509). Therefore, this

factor weighs in favor of transfer.

9. Trial Efficiency and the Interest of Justice

Finally, the court must examine trial efficiency and the interest of justice, based on the

totality of the circumstances, in determining whether transfer is appropriate. See Manuel, 430

F.3d at 1135 n.1. In making this evaluation, the court considers a variety of factors, including the

importance of “having localized controversies decided at home, the desire to avoid imposing jury

duty upon the people of a community which has no relation to the litigation, and the

administrative convenience of having the trial of a diversity case in a forum that is at home with

the state law that must govern.” Harper, 2009 WL 1605800, at *5 (citing Gulf Oil, 330 U.S. at

509; Roofing & Sheet Metal Serv., Inc. v. La Quinta Motor Inns, 690 F.2d 982, 991 (11th Cir

1982)).

Plaintiffs contend that litigating this case in the Northern District of Alabama will be

more efficient because the dockets are less congested than those in the Northern District of

Georgia. (Doc. # 72 at 18). Even assuming this is true, it is not dispositive in evaluating this

factor. “[T]he mere possibility that trial will be held sooner in the original court does not justify a

denial of transfer when it is otherwise supported by the convenience of the parties and the

witnesses.” Delorenzo v. HP Enterprises Servs., LLC, 79 F. Supp. 3d 1277, 1284 (M.D. Fla.

2015) (quoting Moore’s Federal Practice, Vol. 17, § 111.13[1][k] (3d ed. 2014)); see also

Wright, Miller & Cooper, 15 Fed. Prac. & Proc. Juris. § 3854 (4th ed.) (“Although docket

conditions may be considered on the transfer motion, this factor always must be weighed against

the other arguments for and against transfer of the case. In other words, it is not decisive.”).

As already discussed, the convenience of having the trial of a diversity case in a forum

that is at home with the state law governing a case is a factor that weighs in favor of transferring

venue to the Northern District of Georgia. Because almost all of the events forming the basis of

this lawsuit (i.e., the formation of the insurance agreements and the discharges that are at the

heart of the underlying cases) all occurred at Shaw’s manufacturing plant in Dalton, Georgia, the

court readily concludes that the importance of having localized controversies at home and the

desire to avoid imposing jury duty upon the people of a community with little relation to the

litigation favors transfer of this action to the Northern District of Georgia. See Wright, Miller &

Cooper, 15 Fed. Prac. & Proc. Juris. § 3854 (3d ed.) (‘[T]he administration of justice is served

more efficiently when the action is litigated in the forum that more clearly encompasses the locus

of operative facts and consequently may have a particular interest in the proper resolution of the

dispute. ...”). Therefore, based on the totality of the circumstances, trial efficiency and the

interests of justice factor weigh in favor of transferring to the Northern District of Georgia.

IV. Conclusion

For the reasons stated above, an analysis of the relevant factors weighs in favor of

transfer to the Northern District of Georgia. Therefore, Shaw has carried its burden and its

Motion to Transfer (Doc. # 63) is due to be granted. A separate order consistent with this

memorandum opinion will be entered contemporaneously.

DONE and ORDERED this June 7, 2024.

CHIEF U.S. DISTRICT JUDGE

17