United States District Court, D. Massachusetts, Eastern Division
OPINION AND ORDER
CHRISTOPHER A. BOYKO United States District Judge
matter comes before the Court upon the Motion (ECF DKT #5) of
Defendant Apothecare Pharmacy, LLC to Dismiss for Lack of
Personal Jurisdiction and Improper Venue, or, in the
alternative, to Transfer. For the following reasons, the
Motion to Dismiss is denied but the Motion to Transfer is
granted pursuant to 28 U.S.C. § 1404(a). The
above-captioned case is transferred to the United States
District Court for the District of Massachusetts.
September 19, 2018, Plaintiff EdgePoint Capital Holdings,
LLC, an Ohio limited liability company, filed this Complaint
for Breach of Contract and Contractual Indemnification/Hold
Harmless against Defendant Apothecare Pharmacy, LLC, a
Massachusetts limited liability company. The Complaint arises
out of a Sell-Side Contract signed by Defendant's CEO
Rudy Dajie on September 5, 2016 and by Plaintiff's
Managing Director Daniel Weinmann on September 6, 2016.
Pursuant to the Contract, Defendant engaged Plaintiff on an
exclusive basis to assist in the sale of all or part of
Apothecare's assets and to identify potential buyers for
the sale of all or part of Apothecare's assets. One of
the prospective buyers recommended by Plaintiff was Clearview
Capital, LLC, a Connecticut company. Within eighteen months
of the termination of the Sell-Side Contract, Defendant
entered into a transaction with Clearview for the purchase of
part of Apothecare's assets. Plaintiff alleges that
Defendant breached its contractual obligations by failing to
pay Plaintiff the “success fee” earned due to the
successful Apothecare-Clearview deal.
moves for dismissal for lack of personal jurisdiction and
improper venue or alternatively, for transfer to the United
States District Court for the District of Massachusetts.
LAW AND ANALYSIS
deciding whether a court possesses personal jurisdiction, the
court applies a two-step inquiry. “First, we must
determine whether Ohio law authorizes jurisdiction. If it
does, we must determine whether that authorization comports
with the Due Process Clause of the Fourteenth
Amendment.” Estate of Thomson ex rel. Estate of
Rakestraw v. Toyota, 545 F.3d 357, 361 (6th Cir. 2008).
Where personal jurisdiction is challenged, the plaintiff has
the burden of establishing that personal jurisdiction exists.
Weller v. Cromwell Oil Co., 504 F.2d 927 (6th Cir.
1974). However, the nature of a plaintiff's burden
changes depending on the manner in which the district court
approaches the motion. American Greetings Corp. v.
Cohn, 839 F.2d 1164, 1168 (6th Cir. 1988). When a court
addresses a motion to dismiss for lack of personal
jurisdiction based solely on written materials and
affidavits, “the burden on the plaintiff is relatively
slight, . . . and the plaintiff must make only a prima facie
showing that personal jurisdiction exists in order to defeat
dismissal[.]” Ampco System Parking v. Imperial
Parking Canada Corp., No. 1:11CV1172, 2012WL1066784, at
*2 (N.D. Ohio Mar. 28, 2012) (quoting Air Prods., &
Controls, Inc. v. Safetech Int'l, Inc., 503 F.3d
544, 549 (6th Cir. 2007)). The plaintiff need only establish
jurisdictional claims with “reasonable
particularity” and the pleadings and affidavits are
construed in the light most favorable to plaintiff.
Id. The burden is on the plaintiff, however, to
establish that jurisdiction exists, and the plaintiff may not
merely stand on his pleadings in the face of a properly
supported motion for dismissal. Theunissen v.
Matthews, 935 F.2d 1454, 1458 (6th Cir. 1991). The
plaintiff must set forth specific facts showing that the
court has jurisdiction. Id. Therefore, dismissal is
proper only if all the specific facts which the plaintiff
alleges collectively fail to state a prima facie case for
jurisdiction. CompuServe, Inc. v. Patterson, 89 F.3d
1257, 1262 (6th Cir. 1996).
court “does not weigh the controverting assertions of
the party seeking dismissal.” Dean v. Motel 6
Operating L.P., 134 F.3d 1269, 1272 (6th Cir. 1998). The
court must first determine whether personal jurisdiction is
proper under the forum state's long-arm statute - in this
instance, Ohio Revised Code § 2307.382. Bird v.
Parsons, 289 F.3d 865, 871 (6th Cir.2002); Sterling
Jewelers, Inc. v. M & G Jewelers, Inc., No.
5:14CV2030, 2015 WL 545778 at *1 (N.D.Ohio Feb.10, 2015). If
it is, then the court decides whether exercising that
jurisdiction is consistent with the Due Process Clause of the
United States Constitution. Bird, id.
Plaintiff alleges that Apothecare transacted business in
Ohio, subjecting it to personal jurisdiction in Ohio. Section
(A)(1) of Ohio's long-arm statute reads:
(A) A court may exercise personal jurisdiction over a person
who acts directly or by an agent, as to a cause of action
arising from the person's:
(1) Transacting business in this state. . .
the “relatively slight” burden on Plaintiff to
show personal jurisdiction and construing the pleadings and
affidavits in Plaintiff's favor, the Court finds
Plaintiff has established sufficient ...