United States District Court, M.D. Tennessee, Nashville Division
MEMORANDUM AND ORDER
WILLIAM L. CAMPBELL, JR. UNITED STATES DISTRICT JUDGE
before the Court are Defendants Madison Industries And Todd
Technologies' Motion To Transfer (Doc. No. 42),
Plaintiff's Response (Doc. No. 64), and Defendants'
Reply (Doc. No. 68). Through a Notice Of Joinder (Doc. No. 67),
Defendant Filtration Group Corporation has joined in the
Motion To Transfer.
reasons set forth below, Defendants' Motion To Transfer
(Doc. No. 42) is GRANTED. Accordingly, this
action is TRANSFERRED to the District Court for the District
Factual and Procedural Background
its Second Amended Complaint, Plaintiff Des-Case Corporation,
a Tennessee corporation with its principal place of business
in Goodlettsville, Tennessee, names as Defendants Madison
Industries Holdings LLC, Filtration Group Corporation, and
Todd Technologies Inc. LLC. (Doc. No. 66, at ¶¶
1-4). Plaintiff alleges that, in 2014, Defendant Madison
Industries explored the prospect of buying an interest in
Plaintiff, but Plaintiff's majority owner at the time,
Pfingsten Partners, was not interested in the offer and
negotiations ended. (Id., at ¶ 10). According
to Plaintiff, in late 2015 or early 2016, Pfingsten Partners
explored an interest in selling Plaintiff and hired
Craig-Hallum Capital Group LLC (“Craig-Hallum”)
to explore the sale of the company and recruit bidders.
(Id., at ¶ 11). The proposed sale was known by
the code name “Project Purify.” (Id.) On
February 22, 2016, Plaintiff alleges, Craig-Hallum entered
into a Confidentiality and Non-Disclosure Agreement
(“NDA”) with Defendant Madison Industries.
(Id., at ¶ 13). Plaintiff further alleges that
. . . provided that Craig-Hallum and Des-Case would share
extensive confidential information about ‘Purify'
or Des-Case for the sole purpose of allowing Madison
Industries to determine if they wanted to purchase Des-Case.
Des-Case was a third-party beneficiary of the NDA, which is
attached to this Complaint as Exhibit A, but was not a
signatory to it.
(Id., at ¶ 13).
to Plaintiff, Craig-Hallum shared Des-Case confidential
information and trade secrets with Defendant Madison
Industries, as well as Madison's representative,
Defendant Filtration Group. (Id., at ¶¶
16-20). Plaintiff alleges that Defendant Madison Industries
subsequently made a purchase bid for the company that was
unsuccessful. (Id., at ¶ 22). Plaintiff
contends that Defendants Madison Industries and Filtration
Group then used Plaintiff's confidential information to
design and market a competing line of products, and formed
Defendant Todd Technologies for that purpose. (Id.,
at ¶ 23). Plaintiff alleges that Defendants are also
contacting Plaintiff's customers in an effort to sell
these products. (Id., at ¶¶ 35-38).
raises the following claims: (1) breach of contract against
Defendant Madison Industries; (2) civil conspiracy against
all Defendants; (3) intentional interference with business
relationships and/or prospective business advantage against
all Defendants; (4) unfair competition under the Lanham Act
against all Defendants; (5) common law unfair competition
against all Defendants; (6) violation of the Tennessee
Uniform Trade Secrets Act against all Defendants; (7) breach
of the Defend Trade Secrets Act against all Defendants; and
(8) violation of the Tennessee Consumer Protection Act
against all Defendants. (Doc. No. 66).
argue that this case should be transferred to Delaware,
pursuant to 28 U.S.C. § 1404(a), based on a provision of
the NDA. Plaintiff argues, on the other hand, that neither
the provision nor Section 1404 supports Defendants'
1404(a) provides: “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 or to any district or
division to which all parties have consented.” In
ruling on a motion to transfer venue, a court typically
considers factors relating to the convenience of the parties
and the public interest. Atl. Marine Const. Co. v. U.S.
Dist. Court for W. Dist. of Texas, 571 U.S. 49, 134
S.Ct. 568, 581, 187 L.Ed.2d 487 (2013). Factors relating to
the convenience of the parties include the relative ease of
access to sources of proof; availability of compulsory
process for attendance of witnesses and the cost of obtaining
attendance of willing witnesses; and the possibility of a
view of the premises, if relevant. 134 S.Ct. at 581 n.6.
Factors relating to the public interest include the local
interest in having localized disputes decided at home; the
administrative difficulties resulting from court congestion;
and the interest in having a trial of a diversity case in a
forum at home with the law that will be applied. Id. See
also Means v. United States Conference of Catholic
Bishops, 836 F.3d 643, 651 (6th Cir. 2016) .
the parties have entered into an agreement that contains a
valid forum-selection clause, “[t]he calculus
changes.” Atl. Marine Const., 134 S.Ct. at
581. The district courts are to adjust the usual Section
1404(a) analysis by considering arguments about
public-interest factors only, and by giving no weight to the
plaintiff's choice of forum. Id., at 582. In
addition, although the moving party generally bears the
burden of demonstrating that transfer is warranted, a party
acting in violation of a valid forum-selection clause bears