United States District Court, E.D. Pennsylvania
July 22, 2004.
JOSHUA NEMZOFF and NEMZOFF & COMPANY, LLC
BAPTIST HEALTH SYSTEM, INC., BETH O'BRIEN, MERCER DELTA CONSULTING, LLC, GARY FURR and RICKY CREECH.
The opinion of the court was delivered by: JOHN FULLAM, Senior District Judge
MEMORANDUM AND ORDER
Plaintiff Joshua Nemzoff and his company, Nemzoff & Company,
LLC, are located in Pennsylvania. They provide consulting
services for hospitals in financial difficulties recommending and
aiding in the implementation of restructurings, mergers and
acquisitions designed to restore financial stability. The
defendant Baptist Health System, Inc. operates a series of
not-for-profit hospitals in the Alabama area. The individual
defendants are officers and/or trustees of Baptist Health System,
On or about June 12, 2003, pursuant to a letteragreement
drafted by plaintiff, Baptist Health System, Inc. hired plaintiff
as a consultant. For his consulting services, plaintiff was to be
paid $480,000 over a period of 12 months, at the rate of $40,000
per month, plus expenses. Plaintiff was also to receive additional compensation if mergers or acquisitions he
recommended were carried out.
Plaintiff has filed an amended complaint of remarkable length
and evidentiary detail, in patent disregard of the pleading
requirements of the federal rules. In essence, plaintiff asserts
that his contract was improperly terminated after only 8 months,
and that the defendant Baptist Health System, Inc. owes him
$160,000 for the balance of the term, and significant additional
sums on completed transactions.
The defendants have filed a motion to dismiss for lack of
personal jurisdiction, and for improper venue. The brief
accompanying the motion is noteworthy for its vituperative and
uncivil language. The record before me, in its entirety,
discloses what appears to have been an unfortunate series of
factional fights and personality clashes concerning the proper
management and future course of Baptist Health System, Inc.
disputes which both sides seem determined to litigate to victory
regardless of expense.
The merits, if any, of the parties' dispute are not before me.
The issue is whether this court has jurisdiction and whether
venue is proper in this district. It is undisputed that this
court does not have general jurisdiction over any of the
defendants. Plaintiff does, however, contend that special
jurisdiction exists as to all of the defendants because (1) a
substantial part of the work involved in carrying out the agreement was performed at plaintiff's office in Pennsylvania
and, (2) as to the individual defendants, that their acts of
defamation, interference with contract, and conspiracy were
designed to, and did, cause plaintiff injury in Pennsylvania.
While some of plaintiff's arguments may have merit, I deem it
unnecessary to resolve these issues because, in my judgment, this
litigation clearly belongs in Alabama, where all of the
significant events occurred, and where all of the witnesses
except plaintiff himself are located. I note, also, that
plaintiff is represented by a Florida law firm, hence cannot very
well contend that Philadelphia is a more convenient location than
an appropriate city in Alabama.
This action will therefore be transferred to the Northern
District of Alabama for further proceedings.
An Order follows. ORDER
AND NOW, this day of July 2004, upon consideration of the
defendants' motion to dismiss and alternative motion for a change
of venue, IT IS ORDERED:
1. That this action is transferred to the United
States District Court for the Northern District of
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