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City of Warren General Employees' Retirement System v. Rayonier Advanced Materials Inc.

United States District Court, M.D. Tennessee, Nashville Division

June 14, 2018

CITY OF WARREN GENERAL EMPLOYEES' RETIREMENT SYSTEM, individually and on behalf of all others similarly situated, Plaintiff,
v.
RAYONIER ADVANCED MATERIALS, INC., et al., Defendants.

          NEWBERN, MAGISTRATE JUDGE

          MEMORANDUM

          WILLIAM L. CAMPBELL, JR. UNITED STATES DISTRICT JUDGE

         I. Introduction

         Pending before the Court are Defendants' Motion to Dismiss for Improper Venue or, Alternatively, to Transfer to the Middle District of Florida (Doc. No. 23), and Lead Plaintiffs' Opposition to Defendants' Motion to Dismiss for Improper Venue or, Alternatively, to Transfer to the Middle District of Florida (Doc. No. 40). After Plaintiff filed an Amended Complaint naming an individual defendant who resides in this District, Defendants filed a Notice of Withdrawal of Rule 12(b)(3) (Doc. No. 46) withdrawing their request to dismiss this case, but persisting in their request to transfer. For the reasons set forth below, the Defendants' Motion to Transfer to the Middle District of Florida (Doc. No. 23) is GRANTED. The Clerk is directed to transfer this action to the United States District Court for the Middle District of Florida.

         Also pending before the Court is Defendants' Motion for Leave to File Reply Brief (Doc. No. 45). The Motion is GRANTED, and the Clerk is instructed to file the attached Reply. The Court has considered the Reply in reaching its decision herein.

         II. Factual and Procedural Background

         Through the Amended Complaint, Plaintiffs City of Warren General Employees' Retirement System, Michigan Carpenters' Pension Fund, and Local 295 IBT Employer Group Pension Trust Fund assert claims for violation of the Securities Exchange Act of 1934, individually and on behalf of a class of similarly situated stockholders of Defendant Rayonier Advanced Materials, Inc. (“RYAM”). (Doc. No. 27).[1] In addition to RYAM, Plaintiffs name Paul G. Boynton, Frank A. Ruperto, and Benson K. Woo, officers of RYAM during the relevant period, as defendants. (Id.). Plaintiffs allege Defendants made certain false and misleading statements and omissions between June 30, 2014 and August 18, 2015 that resulted in economic losses to the class members. (Id.) The alleged misrepresentations largely involve RYAM's relationship with one of its top customers, Eastman Chemical Company (“Eastman”), over the relevant period. (Id.)

         The declarations filed by Defendants to support their transfer request indicate Defendant RYAM is incorporated in Delaware, and has its corporate headquarters in Jacksonville, Florida, which is located in the Middle District of Florida. (Id., at ¶ 16; Doc. No. 26-1, at ¶ 5). RYAM does not have any offices or employees in the State of Tennessee. (Id., at 6). During the time period at issue in this case, RYAM had two Tennessee customers: Eastman and Kerry Ingredients. (Id., at ¶ 7). Eastman has its headquarters in Kingsport, Tennessee, which is located outside this District. (Id.) Plaintiffs' allegations do not appear to involve RYAM's relationship with Kerry Ingredients. (Doc. No. 27). According to Defendants, all allegedly false press releases and conference call scripts were drafted by employees at RYAM's headquarters in Jacksonville. (Doc. No. 26-1, at ¶ 13; Doc. No. 26-2, at ¶ 9).

         Defendants Boynton and Ruperto reside in Jacksonville, Florida. (Doc. No. 26-1, at ¶ 3; Doc. No. 26-2, at ¶ 2). Although Defendant Boynton acknowledges he attended meetings with Eastman in Tennessee, none of those meetings occurred in this District, nor does he recall ever travelling here to conduct business for RYAM. (Doc. No. 26-1, at ¶¶ 9-11). Defendant Ruperto also indicates his travel to Tennessee for RYAM has been limited to meetings with Eastman outside this District. (Doc. No. 26-2, at ¶¶ 2, 6-8).

         Lead Plaintiff Michigan Carpenters' Pension Fund is located in Lansing, Michigan, and Lead Plaintiff Local 295 IBT Employer Group Pension Trust Fund is located in New York, New York. (Doc. No. 39-1).

         III. Analysis

         Relying on 28 U.S.C. § 1404(a), Defendants argue this case should be transferred to the Middle District of Florida. Section 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.” As the Sixth Circuit explained, district courts have broad discretion under the statute to determine when party convenience or the interest of justice make transfer appropriate. Reese v. CNH America LLC, 574 F.3d 315, 320 (6th Cir. 2009).

         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 unwilling witnesses, and the cost of obtaining attendance of willing witnesses; the possibility of a view of the premises, if relevant; and “all other practical problems that make trial of a case easy, expeditious and inexpensive.” 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). Courts are also to give some weight to the plaintiff's choice of forum. Atl. Marine Const. Co., 134 S.Ct. at 581 n.6. The burden of demonstrating transfer is warranted is on the moving party. Means, 836 F.3d at 652 n.7.

         As a threshold issue under the statute, the Court considers whether the proposed venue is a district where this action “might have been brought.” Here, neither party ...


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