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Magic Link Garment Ltd. v. Thirdlove, Inc.

United States District Court, D. Massachusetts

December 6, 2018

MAGIC LINK GARMENT LIMITED, Plaintiff,
v.
THIRDLOVE, INC., Defendant, SILICON VALLEY BANK AND BILL.COM, INC., Trustee Process Defendants

          MEMORANDUM AND ORDER

          Indira Talwani United States District Judge.

         Plaintiff Magic Link Garment Limited (“Magic Link”) filed its Complaint [#1-1] in Massachusetts Superior Court. Defendant ThirdLove, Inc. (“ThirdLove”) removed the case to this court. Notice of Removal [#1]. ThirdLove now seeks to transfer this matter to the Northern District of California pursuant to 28 U.S.C. § 1404(a), where it subsequently filed suit against Magic Link. Because the court finds that the relevant factors weigh in favor of transfer, the court ALLOWS ThirdLove's Motion to Transfer [#13] and transfers this case to the Northern District of California.

         1. Legal Standard

         The court has greater discretion to transfer a case pursuant to 28 U.S.C. § 1404(a) than it did to dismiss under the common law forum non conveniens doctrine. Mercier v. Sheraton Intern., Inc., 935 F.2d 419, 423 n.4 (1st Cir. 1991) (citing Piper Aircraft v. Reyno, 454 U.S. 235, 253 (1981)). Under § 1404(a), “a district court may transfer any civil action to any other district or division where it might have been brought” “[f]or the convenience of the parties and witnesses, in the interest of justice.” 28 U.S.C. § 1404(a). When considering a request to transfer, the court may also consider the availability of documents necessary to the dispute, the possibility of consolidation with other pending cases, and the order in which the district court obtained jurisdiction. Cianbro Corp. v. Curran-Lavoie, Inc., 814 F.2d 7, 11 (1st Cir. 1987). The burden to show that transfer is warranted rests upon the party seeking transfer. Coady v. Ashcraft & Gerel, 223 F.3d 1, 11 (1st Cir. 2000).

         2. Application

         ThirdLove argues that transfer is warranted because the issues underlying this dispute took place in California, Hong Kong, elsewhere in China, Cambodia, and Indiana, and because Massachusetts's connection to this case is minimal. Def.'s Mem. in Support of Mot. to Transfer (“Def.'s Mem.”) 3 [#14] (citing Spector[1] Aff. ¶¶ 10-19 [#13-1]). ThirdLove, a corporation with headquarters in San Francisco, California, contends that all but one of the critical witnesses in this case are in California and Hong Kong, and therefore Massachusetts is not a convenient forum for either party or the necessary witnesses. Id. at 7-10. ThirdLove argues further that California has a more substantial interest in this case than Massachusetts does, and is where ThirdLove has filed its counterclaims. Id. at 13; see Thirdlove, Inc. v. Magic Link Garment, Ltd., No. 3:18-cv-05644-MMC (N.D. Cal. Sept. 14, 2018).

         Magic Link responds that its choice of forum deserves significant weight, and that ThirdLove is trying to minimize the case's connection to Massachusetts. Pl's Opp'n 5, 1 [#15]. Magic Link points out that ThirdLove approached Magic Link and negotiated the parties' business relationship in Massachusetts, and that ThirdLove relied upon Magic Link, through its office in Massachusetts, to finance the inventory upon which Third Love built its business. Id. at 3-4 (citing Fink[2] Aff. ¶¶ 3-7, 10-11 [#15-1]). Magic Link claims that ThirdLove is seeking to shift the balance of inconvenience to Magic Link, but that no special circumstances justify a transfer. Id. at 6.

         A. Plaintiff's Choice of Forum

         There is a strong presumption in favor of the plaintiff's choice of forum, Coady, 223 F.3d at 12, although a plaintiff's choice is not a “trump card for all plaintiffs opposing transfer, ” DSM Research, B.V. v. Verenium Corp., 686 F.Supp.2d 159, 161 (D. Mass. 2010). “[C]ourts have assigned less weight to a plaintiff's choice if, for example, a district has no obvious connection to the case or if the plaintiff is a nonresident.” Id. (citing, e.g., United States ex rel. Ondis v. City of Woonsocket, 480 F.Supp.2d 434, 436 (D. Mass. 2007)); see also 15 Wright, Miller & Cooper, Federal Practice and Procedure: Jurisdiction 3d § 3848 at 134-39 (2007) (“[T]he plaintiff's venue choice is to be given less weight if he or she selects a district court with no obvious connection to the case or the plaintiff is a nonresident of the chosen forum or neither element points to that court.”).

         Here, Magic Link is not a resident of its chosen forum. Magic Link is a Hong Kong limited company headquartered in Kowloon, Hong Kong. Am. Compl. ¶ 1 [#9]. At the time the Complaint was filed, Magic Link had not yet registered to do business in Massachusetts. And while Magic Link contends that much of its sales, marketing, costing, accounting, litigation support, financing, and other logistical matters “are run through” Massachusetts as “various individuals residing in Massachusetts, [Mathew Fink] included, perform these functions, ” Fink Aff. ¶ 6 [#15-1], it has identified none of these individuals as employees or officers, and the corporate entity maintains no physical presence here.

         There is also little “obvious connection” to the case. Although Magic Link required Third Love to make payments to a Bank of America account “maintained in Massachusetts, ” id. ¶ 9, the alleged wrongful conduct appears to be centered elsewhere. See Am. Compl. [#9] ¶ 13 (“ThirdLove has attempted and continues to attempt to induce Magic Link's suppliers to cease doing business with it or to do business directly with ThirdLove”), ¶ 14 (“ThirdLove has failed to pay significant invoices for products that Magic Link already has shipped”); ¶ 15 (ThirdLove “wrongfully has sought to cancel . . . orders); ¶ 16 (“ThirdLove deducted [amounts] without authorization” and “claimed, falsely, a right to deduct ‘finance charges' from its payments”); ¶ 17 (ThirdLove refused to order product after Magic Link had sent the styles and pattern to it”). The Affidavits in support and in opposition to the pending motion confirm that the events at issue in the litigation occurred elsewhere. ThirdLove emailed purchase orders from its offices in San Francisco to Magic Link's offices in Hong Kong. Fink Aff. ¶ 8 [#15-1]; Spector Aff. ¶ 9 [#13-1]. Magic Link manufactured the ordered products in Asia and shipped them to ThirdLove's offices in either California or Indiana.[3] See Fink Aff. ¶ 8 [#15-1]; Spector Aff. ¶ 10 [#13-1]. When ThirdLove accused Magic Link of creating defective products, ThirdLove sent inspectors to conduct testing of Magic Link's products in Cambodia, see Pl's Ex. 2-5 [##15-2, 15-3, 15-4, 15-5]; Fink Aff. ¶¶ 16-22 [#15-1].

         As to Magic Link's claim for misappropriation of trade secrets and proprietary information, see Am. Compl. ¶¶ 23-27 [#9], Magic Link alleges that ThirdLove provided- presumably from its headquarters in San Francisco-Magic Link's product samples and work product to another potential product supplier in an unidentified location, id. ¶ 18.

         In considering what weight to give to Magic Link's choice of forum, the court takes notes that Magic Link did not file in this court but in Massachusetts state court. Had it filed here, venue would not have been proper for no defendant resides here and this is not a district “in which a substantial part of the events or omissions giving rise to the claim occurred.” 28 U.S.C. § 1391(b). Instead of seeking its choice of a federal venue that satisfied the federal venue statute, Magic Link filed in state court. At the time, however, it was prohibited from initiating an action under Massachusetts state law. See M.G.L. 156D § 15.02 (providing in pertinent part that “[a] foreign corporation transacting business in the commonwealth without delivering to the secretary of state for filing the certificate required by section 15.03 shall not maintain a proceeding in any court in the commonwealth until the certificate is delivered and filed”).

         As Magic Link is not a resident of Massachusetts and was not registered to do business at the time it initiated the state court action, and as there is no obvious connection between Massachusetts and the events or omissions giving rise to the claim, ...


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