The opinion of the court was delivered by: WEBER
This is a securities action brought in this court under Section 27 of the Securities Exchange Act of 1934 (15 U.S.C. § 78aa) and pendant jurisdiction. Venue is laid in this District both under 15 U.S.C. § 78aa and 28 U.S.C. § 1391.
We find both jurisdiction and venue proper in the Western District of Pennsylvania. Defendants have moved under 28 U.S.C. § 1404(a) to transfer venue of this action to the Northern District of Ohio, Western Division, which sits in Toledo, Ohio, for the following reasons:
1. Defendants Edward O. Lamb, Prudence Lamb, Priscilla Lamb Guyton, and Jane McCarthy are residents of the Toledo, Ohio, area and collectively own or control over 45% of plaintiff's stock.
All of these parties are intended witnesses. They are beyond the subpoena power of this court. Plaintiff has requested and obtained expedited discovery, has had subpoenas issued out of the United States District Court for the Northern District of Ohio, Western Division, to take their depositions in Toledo forthwith for use at the presently scheduled hearing for preliminary injunction in Erie. The subpoenas are now being contested in Toledo in the United States District Court. The leading case on plaintiff's choice of forum, Gulf Oil Corporation v. Gilbert, 330 U.S. 501, 511, 91 L. Ed. 1055, 67 S. Ct. 839, indicates a strong preference for a forum where live testimony can be heard:
Certainly to fix the place for trial at a point where litigants cannot compel personal attendance and may be forced to try their cases on deposition, is to create a condition not satisfactory to court, jury, or most litigants.
2. Plaintiff, Seilon, Inc., is a Delaware corporation, which has had its corporate headquarters in Toledo, Ohio, since 1956. All of plaintiff's corporate records are kept in Toledo, Ohio. All of its officers and two of its three directors are residents of the Toledo, Ohio, area. Four of its five employees reside in the Toledo, Ohio, area. Seilon, Inc., has no assets in Pennsylvania. For more than ten years all of the Annual Stockholders meetings have been held in Toledo, Ohio, and regular meetings of its Board of Directors are held in Toledo, Ohio.
3. Edward Hutchinson Lamb, son of Defendant Edward O. Lamb, is a resident of the Erie, Pa. area where he is engaged in the management of certain business enterprises owned or controlled by his father. He is one of three members of the Board of Directors of Plaintiff and owns 19% of its stock. He is not a party to this action, but it is alleged that the object of the concerted action of the named defendants is to remove him from his directorship of plaintiff corporation.
5. Defendants as a group have business interests in Erie and have visited there from time to time in the past.
6. A special meeting of the Board of Directors of plaintiff corporation was held in Erie on March 7, 1983 at which time, it is alleged, statements were made concerning the purchase of stock by defendants to gain control of plaintiff corporation, which gave rise to the claim that the cause of action arose there because of the alleged necessity for filing a Schedule 13D under the Securities Exchange Act of 1934.
7. Except for the persons named as parties, or principals or employees of the parties, all other witnesses who may be called at the trial of the action come from various part of the United States and the location of the trial between Toledo, ...