The opinion of the court was delivered by: THOMAS VANASKIE, Chief Judge, District
Defendant has filed a Motion to Dismiss or Transfer based on lack of
personal jurisdiction and improper venue.*fn1 Because no substantial
part of the events or omissions giving rise to Plaintiffs' claims for
breach of contract, conversion, or due process occurred in this judicial
district, Defendant's challenge to venue will be sustained. Accordingly,
Defendant's Motion will be granted, and, in the interests of justice,
this action will be transferred to the Eastern District of Missouri.
Plaintiffs in this case are the Lackawanna Chapter of the Railway &
Locomotive Historical Society, Inc. (a Pennsylvania not-for-profit
corporation with its principal place of business in Pennsylvania), and
the Friends of the New Jersey Railroad and Transportation Museum
Commission, Inc. (a New Jersey not-for-profit corporation with its
principal place of business in New Jersey). (Am. Compl. ¶¶ 1, 2.)
Defendant St. Louis County, Missouri (organized under the laws of the
state of Missouri) operates the Museum of Transportation in St. Louis,
Missouri, (Id. ¶ 3.) Plaintiffs allege that they are the
owners of Locomotive No. 952, which is currently located in St. Louis at
the Museum of Transportation, and that Defendant has refused Plaintiffs'
request to return the Locomotive. Plaintiffs claim ownership of the
Locomotive and a right to demand its return based on their position as
successors in interest to a 1953 Loan Agreement that allegedly conveyed
the Locomotive to St. Louis on an "indefinite loan" basis without
The Amended Complaint includes Counts for breach of the 1953 Loan
Agreement (Count I), conversion (Count II), and deprivation of rights to
substantive and procedural due process pursuant to 42 U.S.C. § 1983
(Count III). Jurisdiction is asserted on the basis of "diversity of
citizenship and the existence of a substantial federal question."
(Id. ¶ 4.) Plaintiffs seek specific performance of the 1953
Loan Agreement, requiring Defendant to return Locomotive No. 952 to
Plaintiffs; an order of replevin, requiring Defendant to deliver
the Locomotive to Plaintiffs; and an award of damages for the
wrongful detention of the Locomotive.
Regarding the history of Locomotive No. 952, the Amended Complaint
alleges that the American Locomotive Company, of Schenectady, New York,
manufactured the Locomotive for the Delaware, Lackawanna & Western
Railroad Company (Lackawanna Railroad) around 1905. (Id. ¶
5.) The Lackawanna Railroad utilized Locomotive No. 952 in active service
from 1905 to 1938. (Id. ¶ 9.) In 1938, officers of the
Lackawanna Railroad retired the Locomotive from active service.
(Id. ¶ 10.) In an agreement dated April 17, 1939, the
Lackawanna Railroad transferred ownership of the Locomotive to the
Railway and Locomotive Historical Society, Inc. (R&LHS), a
Massachusetts corporation, subject to certain conditions. One such
condition was that the Locomotive was to be used by the R&LHS only
for the purposes of exhibition or as a museum piece, and the purpose of
the transaction was "to preserve the said locomotive as an object of
historical and scientific interest." (Id. ¶ 11.)
In 1952, John Roberts, the owner of a private railroad museum in St.
Louis, Missouri, known as the St. Louis Museum of Transport, requested
that the Locomotive be placed on display at his museum. (Id.
¶ 14.) In April of 1953, with the consent of the Lackawanna Railroad,
John Roberts and the R&LHS agreed that the Locomotive would be placed
on display in St. Louis on an "indefinite loan" basis, but with ownership
being retained by the
R&LHS. (Id. ¶ 15.) Around 1979, John Roberts
experienced financial difficulties and "transferred his entire museum
collection by lease to The St. Louis County Department of Parks and
Recreation. The County exercised its option to acquire the museum as a
gift in February, 1984. The Museum is presently operated at Barrett
Station Road, St. Louis, Missouri." (Id. ¶ 16.)
In 1993 and 1994, officers of the R&LHS visited the site of
Locomotive No. 952 and expressed concern about its condition. It had been
"moved to an unused railroad track at the Museum where it began to decay
and was surrounded by weeds and debris." (Id. ¶ 17.) On May
30, 1996, the Board of Directors of the R&LHS adopted a resolution
providing for transfer of its ownership of the Locomotive to any
responsible organization "that would protect the locomotive against
further deterioration, restore and conserve it for future display, and
return the locomotive to the service territory of the Lackawanna Railroad
with the expectation and intent that the locomotive would be placed on
display in Scranton, Pennsylvania." (Id. ¶ 18.) In 1999,
the Board of Directors of the R&LHS approved the execution of a gift
deed that transferred all right, title, and interest to the Locomotive to
Plaintiffs. (Id. ¶ 20.) On January 4, 2002, Defendant
refused a request to return the Locomotive to Plaintiffs. (Id.
¶ 22.) This action was commenced on June 10, 2002.
Plaintiffs assert venue in the Middle District of Pennsylvania pursuant
to 28 U.S.C. § 1391 (b)(2), which provides:
A civil action wherein jurisdiction is not founded
solely on diversity of citizenship may, except as
otherwise provided by law, be brought . . .
in . . . a judicial district in which a
substantial part of the events or omissions giving
rise to the claim occurred, or a substantial part
of property that is the subject of the action is
situated. . . .
In the present case, the property that is the subject of this
action, i.e., Locomotive No. 952, currently is located in St. Louis,
Missouri. Therefore, consideration of the venue issue focuses on whether
substantial events or omissions giving rise to the claims occurred in the
Middle District of Pennsylvania.
Under Federal Rule of Civil Procedure 12(b), Defendant moves to dismiss
or transfer for lack of personal jurisdiction and improper venue. A court
may consider venue before personal jurisdiction when there are sound
reasons for doing so. See Baker v. Bennett, 942 F. Supp. 171,
175 (S.D.N.Y. 1996) (citing Leroy v. Great W. United Corp.,
443 U.S. 173, 180 (1979)); Saferstein v. Paul, Mardinly, Durham, James,
Flandreau & Rodger, P.C., 927 F. Supp. 731, 735 (S.D.N.Y. 1996).
The Third Circuit has concluded that "on a motion for dismissal for
improper venue . . . the movant has the burden of proving the affirmative
defense asserted by it." Myers v. Am. Dental Ass'n,
695 F.2d 716, 724 (3d Cir. 1982); Simon v. Ward, 80 F. Supp.2d 464, 468
(E.D. Pa. 2000) ("[The] defendant bears the burden
of establishing that venue is improper.").*fn2
In a case with multiple claims, venue must be proper for each claim.
See Lomanno v. Black, 285 F. Supp.2d 637, 641 (E.D. Pa. 2003);
Am. Trade Servs., Inc. v. Tele-E-Star Communication, Inc., No.
Civ. A. 98-CV-2636, 1998 WL 964203, at *2 (E.D. Pa. Nov. 25, 1998);
Jones v. Trump, 919 F. Supp. 583, 587 (D. Conn. 1996);
Phila. Musical Soc'y, Local 77 v. Am. Fed'n of Musicians of the
United States and Canada, 812 F. Supp. 509, 517 (E.D. Pa. 1992). In
this case, Defendant has carried its burden of showing that substantial
events or omissions did not occur in the Middle District of Pennsylvania
with respect to any of the claims advanced by Plaintiffs.
A. Breach of Contract Claim
Courts in the Third Circuit have found that "[i]n breach of contract
actions, venue ordinarily will lie where the contract was to be
performed." Waste Mgmt. of Pa., Inc. v. Pollution Control Financing
Auth. of Camden County, No. Civ. A. 96-1683, 1997 WL 22575, at *1
(E.D. Pa. Jan. 21, 1997). See also Harrison v. L.P. Rock Corp.,
No. Civ. A. 99-CV-5886, 2000 WL 19257, at *3 (E.D. Pa. Jan. 7, 2000);
Direct Response Media, Inc. v. Resort Connection & Travel
Corp., No. 96-1683, 1997 WL 14479, at*1 (E.D. Pa. Jan. 15, 1997). In
the present case, the place of performance is St. Louis because the
1953 Loan Agreement between John Roberts and the R&LHS allegedly
provided that the Locomotive would be placed on display in St. Louis.
Officers of the R&LHS ...