United States District Court, D. Massachusetts
MEMORANDUM AND ORDER ON DEFENDANTS' MOTION TO
ALLISON D. BURROUGHS, U.S. DISTRICT JUDGE.
legal fees dispute, Plaintiff Riemer & Braunstein LLP
(“Riemer & Braunstein”) brings claims against
former clients Defendants Monroe Capital Management Advisors
LLC, Monroe Capital Partners Fund LP, Monroe Capital
Corporation, and Monroe Capital Partners Fund LLC
(collectively, “Monroe”) for breach of contract,
quantum meruit, unjust enrichment, account annexed, and
breach of the obligations of good faith and fair dealing.
[ECF No. 1-1 (“Compl.” or
“Complaint”)]. Pending before the Court is
Monroe's motion to dismiss the action for improper venue
under Federal Rule of Civil Procedure 12(b)(3) or, in the
alternative, to transfer the case under 28 U.S.C. §
1404(a) to either the Northern District of Illinois or the
Northern District of Texas (“Motion to Dismiss or
Transfer”). [ECF No. 6]. For the reasons set forth
below, Monroe's Motion to Dismiss or Transfer [ECF No. 6]
following facts are drawn from the Complaint, the allegations
of which are accepted as true for the purpose of this motion
to dismiss. See Gill v. Nakamura, No. 14-cv-13621,
2015 WL 5074475, at *2 (D. Mass. July 24, 2015). As it may on
a motion to dismiss under Rule 12(b)(3), the Court has also
considered affidavits and documentation submitted by the
parties on the issue of whether venue is proper. See
id.; Universal Trading & Inv. Co. v. Bureau of
Representing Ukr. Interests in Int'l & Foreign
Cts., 898 F.Supp.2d 301, 317 (D. Mass. 2012).
& Braunstein is a Massachusetts limited liability
partnership with a principal place of business in Boston, MA.
[Compl. ¶ 1]. Defendants Monroe Capital Management and
Monroe Capital Partners are Delaware limited liability
companies headquartered in Chicago, IL. [Id.
¶¶ 2, 4]. Defendant Monroe Capital Partners Fund LP
is a Delaware limited liability partnership headquartered in
Chicago, IL. [Id. ¶ 3]. Defendant Monroe
Capital Corporation is a public company incorporated in
Maryland that transacts business by, through, and with its
related and affiliated entities. [Id. ¶ 5].
Although none of the Monroe entities named as a defendant
maintains an office in Massachusetts, [ECF No. 6-1 ¶ 5],
one of Monroe Capital Corporation's affiliates, Monroe
Capital, LLC, does. [Id. ¶ 4; ECF No. 7-1].
retained Riemer & Braunstein in September 2005 and has
engaged the law firm in over 20 matters since. [Compl. ¶
7]. Central to the instant dispute, Monroe hired Riemer &
Braunstein in 2016 to represent it as a secured senior lender
in a planned bankruptcy proceeding for TPP Acquisition, Inc.
(the “Debtor”), a company that Monroe indirectly
owned. [Id. ¶¶ 8-9]. The Debtor filed for
Chapter 11 bankruptcy on September 2, 2016 in the United
States Bankruptcy Court for the Northern District of Texas
(“Bankruptcy Court”). [Id. ¶ 11].
Prior to the Chapter 11 filing, Riemer & Braunstein
represented Monroe in pre-bankruptcy negotiations,
agreements, and dealings with the Debtor. [Id.
¶ 10]. These transactions, the details of which are not
relevant to the instant motion, later resulted in hearings
before the Bankruptcy Court and, ultimately, an adversary
proceeding filed by the Official Committee of Unsecured
Creditors against Monroe and affiliates of the Debtor on
December 9, 2016 (“Adversary Proceeding”).
[Id. ¶¶ 10, 12-15, 18]. The complaint in
the Adversary Proceeding contained 28 claims for relief.
[Id. ¶ 18].
asked Riemer & Braunstein to defend it and the
Debtor's affiliates in the Adversary Proceeding.
[Id. ¶ 17]. As in other matters in which it
engaged Riemer & Braunstein for representation, Monroe
agreed to compensate Riemer & Braunstein for legal
services on an hourly basis at established billing rates,
including costs and disbursements. [Id. ¶ 19].
Riemer & Braunstein provided written budgets and fee
estimates to Monroe and informed Monroe of its billing rates.
[Id.]. Monroe instructed Riemer & Braunstein to
forward its legal services invoices to Monroe Capital
Advisors, which is not a defendant to this action.
[Id.]. Monroe paid the invoices by wire or check
sent to Riemer & Braunstein's Boston office.
early 2017, Riemer & Braunstein filed a motion to dismiss
19 of the 28 counts in the Adversary Proceeding, which was
allowed as to seven counts. [Id. ¶ 20]. In
early 2018, a motion for partial summary judgment was also
granted. [Id. ¶ 21].
this time, Boston-based attorneys led the work on the
Adversary Proceeding and exchanged communications with Monroe
and its agents from Boston. [Id. ¶ 19].
Monroe's Chief Operating Officer and Chief Credit Officer
(Michael J. Egan), Chief Executive Officer and President
(Theodore L. Koenig), and General Counsel (Peter Gruszka)
directed Riemer & Braunstein's work in the first half
of 2017. [Id. ¶ 22]. Monroe's CEO met with
Riemer & Braunstein attorneys in the law firm's
Boston office on January 10, 2017 to discuss the defense in
the Adversary Proceeding. [Id.]. Beginning in July
2017, Thomas Cronin (“Cronin”), an attorney not
affiliated with Riemer & Braunstein, was retained by
Monroe to serve as co-counsel in the Adversary Proceeding and
to control the litigation strategy. [Id. ¶ 23].
January 2018, Cronin caused Monroe to replace Riemer &
Braunstein as lead trial counsel with a local attorney, Jay
Joseph Madrid (“Madrid”). [Id. ¶
25]. Riemer & Braunstein was told that it would remain
trial co-counsel and was “instructed to do all work
that was necessary to protect Monroe” regarding the
February 5, 2018 trial date until Madrid was prepared to try
the case. [Id. ¶¶ 25, 27]. On January 8,
2018, Riemer & Braunstein was asked to oppose a trial
continuance requested by opposing counsel and to prepare for
trial. [Id. ¶ 27]. Preparation for trial
continued through January, including preparing witness and
exhibits lists, conclusions of law, a trial brief, and a
joint pre-trial memorandum that were due on January 15, 2018
and responses to motions in limine that were due
January 29, 2018. [Id. ¶ 29]. During this time,
Riemer & Braunstein also worked with Madrid to get him up
to speed and to coordinate tasks for trial. [Id.].
January 10 and 11, 2018, Riemer & Braunstein sent Monroe
invoices totaling $126, 809.47 for services rendered in
December 2017, including for obtaining partial summary
judgment. [Id. ¶ 26]. On February 5, 2018,
Riemer & Braunstein sent Monroe additional invoices for
services rendered in January 2018, bringing the balance due
to $392, 164.44. [Id. ¶¶ 28, 31]. Monroe
did not object to the January invoice, but did object to the
February one and sought to negotiate a discount.
[Id. ¶ 28].
February 2018, Riemer & Braunstein made a demand upon
Monroe for payment of all amounts due. [Id. ¶
30]. When Monroe refused to pay the amounts due, Riemer &
Braunstein sought leave of the Bankruptcy Court to withdraw
as counsel for Monroe based on nonpayment of fees, which the
Bankruptcy Court allowed on March 9, 2018. [Id.
¶ 32]. On March 14, 2018, Monroe terminated Riemer &
Braunstein from all non-Adversary Proceeding matters.
[Id. ¶ 33]. At least once thereafter, Monroe
requested assistance from Riemer & Braunstein, for which
work Riemer & Braunstein submitted a May 15, 2018
invoice. [Id. ¶ 34].
October 18, 2018, Riemer & Braunstein filed suit in
Suffolk County Superior Court alleging breach of contract,
quantum meruit, unjust enrichment, account annexed, and
breach of obligations of good faith and fair dealing. [ECF
No. 1-1 at 11-13]. The total amount of fees and disbursements
unpaid at the time the Complaint was filed was $394, 911.44.
[Compl. ¶ 36]. Monroe removed the action to this Court
on November 16, 2018 on the basis of diversity jurisdiction,
[ECF No. 1 at 1], and then moved to dismiss or transfer on
November 30, 2018, [ECF No. 6]. Riemer & Braunstein
opposed dismissal on December 14, 2018. [ECF No. 7]. Monroe
filed a reply on December 31, 2018, [ECF No. 11], and Riemer
& Braunstein submitted a sur-reply on January 8, 2019,
[ECF No. 15].