United States District Court, M.D. Tennessee, Nashville Division
CITY OF WARREN GENERAL EMPLOYEES' RETIREMENT SYSTEM, individually and on behalf of all others similarly situated, Plaintiff,
RAYONIER ADVANCED MATERIALS, INC., et al., Defendants.
NEWBERN, MAGISTRATE JUDGE
WILLIAM L. CAMPBELL, JR. UNITED STATES DISTRICT JUDGE
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.
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.
Factual and Procedural Background
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.
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.)
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).
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).
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).
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).
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.
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