United States District Court, N.D. Ohio
R. ALEXANDER ACOSTA, Secretary of Labor, U.S. Department of Labor Plaintiff,
WILMINGTON TRUST, N.A., et al. Defendants.
OPINION & ORDER [RESOLVING DOC. 10]
S. GWIN, UNITED STATES DISTRICT JUDGE.
U.S. Department of Labor (“the Department”)
alleges that Defendant Wilmington Trust, N.A.
(“Wilmington Trust”) violated ERISA by improperly
approving the Graphite Sales, Inc. Employee Stock Ownership
Plan's (“ESOP”) purchase of the outstanding
stock of Graphite Sales, Inc. (“Graphite”).
Wilmington Trust moves to transfer this case to the District
of Delaware.The Department opposes.
following reasons, the Court DENIES
Defendant Wilmington Trust's motion to transfer venue.
Department brought suit in this Court against Defendant
Wilmington Trust. Wilmington Trust has its principal place of
business in Wilmington, Delaware.
to the Department's complaint, Defendant Wilmington Trust
violated its fiduciary duties under ERISA by approving the
ESOP's purchase of Graphite's outstanding stock based
on a faulty valuation opinion and after a lack of due
diligence. Because of Defendant's alleged
failings, the ESOP arguably overpaid for Graphite's stock
by approximately $6 million.
Wilmington Trust now moves to transfer this case to the
District of Delaware.Defendant argues that the District of
Delaware is a more convenient forum for key party witnesses
and for potential third-party witnesses,  who reside in
Delaware, New York, or Washington, D.C. Defendant also
argues that all of the business records relevant to the
Department's claims are in or near
Department opposes Defendant's motion to
transfer. The Department argues that Wilmington
Trust overstates the convenience gains for the witnesses it
identified. The Department argues that Defendant
ignores the additional burden transferring venue will place
on the Department, as well as on additional witnesses and
interested parties located in or near Ohio. Further, the
Department argues that the tangible evidence in this case is
documentary, and is therefore easily
transferred. The Department also argues that
Wilmington Trust bore the risk of litigating in Ohio when it
chose to conduct business with the Ohio-based
28 U.S.C. § 1404(a), “[f]or 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.” When considering a motion to transfer, the
Sixth Circuit typically requires “a district court [to]
consider the private interests of the parties, including
their convenience and the convenience of potential witnesses,
as well as other public-interest concerns, such as systemic
integrity and fairness, which come under the rubric of
‘interests of justice.'” A district
court has broad discretion over whether to transfer a case
under § 1404.
original venue is proper, “a plaintiff's choice of
forum is given substantial weight, ” unless the
defendant shows that convenience and the interests of justice
“strongly favor transfer.” Ultimately,
“[t]he defendant, because it is the party requesting a
transfer of venue, bears the burden of proof to show the
factors weigh ‘strongly' in favor of
transfer.” When a defendant makes such a showing,
transfer is appropriate. “But unless the balance is
strongly in favor of the defendant, the plaintiff's
choice of forum should rarely be
where venue is proper in more than one forum, either party
will face some inconvenience no matter which venue is chosen.
Consequently, if a change of venue merely shifts the
inconvenience from one party to another, a change of venue is
with that principle, a generalized assertion by a defendant
that witnesses reside in, and documents are located in, the
proposed transferee district, is generally insufficient to
initial matter, the parties do not dispute that venue is
proper both here and in the District of Delaware. Therefore,
the Court will only transfer venue if Defendant Wilmington
Trust can establish that convenience and ...