The opinion of the court was delivered by: Chief Judge Curtis L. Collier
Before the Court is a motion to dismiss or transfer (Court File No. 5) filed by defendant Citicorp Credit Services, Inc. (USA) ("CCSI" or "Defendant"), and a motion requesting the Court to stay its decision (Court File No. 9) on Defendant's motion, filed by plaintiff Elite Physicians Services, LLC ("Plaintiff"). The Court heard oral arguments on these motions on February 27, 2007. For the following reasons, the Court will GRANT Defendant's motion to transfer venue and DENY Plaintiff's motion to stay.
I. RELEVANT FACTS AND PROCEDURAL HISTORY
Plaintiff is a limited liability company with its principal place of business in Chattanooga (Court File No. 1, ¶ 1). It is now defunct (Court File No. 10, p. 3). Plaintiff's prior business was to provide patient financing for healthcare procedures not covered by insurance, such as cosmetic surgery (id. ¶ 5). Plaintiff alleges its annual sales were $20 million by 2003 (id.). Defendant is a Delaware corporation with its principal place of business in Jacksonville, Florida (Court File No. 13, Ex. C). It is a subsidiary of Citibank (South Dakota) N.A. (id.).
Elite Physician Services, LLC was also plaintiff in an action previously before this Court, Elite Physician Services, LLC v. Citicorp Payment Services, Inc., Case No. 1:05-CV-344.
B. Procedural History of the Prior Action
On November 10, 2005, Plaintiff sued Citicorp Payment Services, Inc. ("CPSI") in the circuit court for Hamilton County (the "CPSI Complaint") (Court File No. 6, Ex. A). CPSI is a Delaware corporation with its principal place of business on Long Island, New York (Court File No. 13, Ex. C). It is also a subsidiary of Citibank (South Dakota) N.A. and an affiliate of Defendant (id.). In December 2005, CPSI removed the complaint to this Court. On March 17, 2006, the Court ordered the CPSI Complaint to be transferred to the United States District Court for the Southern District of New York (the "SDNY") (Court File No. 10, Ex. 6).
The Court's decision is based on the Master Services Agreement ("Agreement") between Plaintiff and CPSI dated as of April 9, 2003. The Agreement includes a forum selection clause at § 10.09; this clause defines New York law as the choice-of-law and New York state or federal courts sitting in the Borough of Manhattan as the exclusive forum for "[a]ll actions and proceedings arising out of or relating to this Agreement" (Court File No. 10, Ex. 7, p. 2). In the earlier action, Plaintiff failed to demonstrate the forum selection clause was inequitable or unenforceable, and so transfer was required by the forum selection clause's terms (id. at 15). The Court held "[t]he underlying dispute . . . relate[d] to the Agreement[;] under the plain language of Section 10.09, the dispute falls within the scope of the forum selection clause." (Id. at 9.) The CPSI Complaint is pending in the SDNY. Plaintiff has filed a motion to dismiss such action without prejudice (Court File No. 10, Ex. 11).
C. Procedural History of the Instant Action
On April 7, 2006, twenty-one days after the transfer order, Plaintiff filed this action (the "CCSI Complaint") (Court File No. 1). On July 6, 2006, the parties filed a joint motion to change venue, requesting transfer of the action to the SDNY (Court File No. 3). On July 12, 2006, Judge Mattice denied the proposed Joint Order (Court File No. 4), because a transfer determination requires consideration by the court as to whether an appropriate alternate forum exists and whether the parties and witnesses will benefit from a transfer (id.). Judge Mattice found that a stipulation to the change of venue was insufficient for the Court to complete the required analysis (id.), but Judge Mattice invited the parties to analyze the substantive requirements and resubmit a transfer motion (id.).
In response, on September 22, 2006, Defendant filed its motion to dismiss or transfer (Court File No. 5). On October 27, 2006, rather than support such motion, Plaintiff filed its motion asking the Court stay Defendant's motion (Court File No. 9). Plaintiff claims, when it attempted to address the "substantive requirements of § 1404(a)" per Judge Mattice's order, Plaintiff realized "the instant action's lack of connection with New York and the fact that the convenience of the parties and witnesses and the interests of justice could not warrant transfer under § 1404(a) renders such re-submittal unfeasible" [sic] (id. at 5).
On November 10, 2006 Defendant filed a reply (Court File No. 13). On November 21, 2006 the case was reassigned to this Court (Court File No. 16). On December 18, 2006, this Court granted Plaintiff's request for ...