United States District Court, E.D. Pennsylvania
DOMTAR AI INC., et al. Plaintiffs,
J.D. IRVING, LTD., et al., Defendants.
NITZAI QUIÑONES ALEJANDRO, District Judge.
Before this Court is a motion to transfer venue filed by J.D. Irving, Ltd., Irving Personal Care Limited ("Irving Defendants"), and Chris Ferdock ("Ferdock") (collectively "Defendants") [ECF 3], seeking to transfer this matter to the United States District Court for the Northern District of Georgia pursuant to 28 U.S.C. §1404(a). Plaintiffs, Domtar AI Inc. ("Domtar") and Associated Hygienic Products LLC ("AHP") (collectively "Plaintiffs") have opposed the motion [ECF 14], which is now ripe for consideration.
For the reasons stated herein, Defendants motion to transfer venue is granted.
Plaintiffs flied this action against Defendant Ferdock seeking injunctive relief in aid of arbitration for breach of contract, unfair competition, misappropriation of trade secrets in violation of the Pennsylvania Uniform Trade Secrets Act, breach of fiduciary duty, conspiracy, and conversion arising out of an employment agreement, and against the Irving Defendants seeking injunctive relief and damages for unfair competition, misappropriation of trade secrets, tortious interference with contractual relations, conspiracy and conversion arising from Ferdock's employment.
Plaintiff Domtar is a Delaware corporation. (Am. Comp. ¶5). In June 2013, Domtar acquired AHP, then a Delaware limited liability company with its corporate headquarters in Duluth, Georgia,  which is in the business of manufacturing and distributing adult incontinence and baby diaper products throughout North America. ( Id. at ¶6). Thereafter, AHP became a wholly owned subsidiary and affiliate of Domtar, ( Id. at ¶3, 4 and 23), sharing the same principal place of business in Raleigh, North Carolina. ( Id. ¶¶4-5)
Irving Defendants are foreign corporations headquartered in Canada with their respective principal places of business in New Brunswick, Canada. ( Id. at ¶¶ 7-8). Irving Defendants manufacture baby diapers and training pants in Canada for major North American retailers. ( Id. at ¶9).
Defendant Ferdock is an individual residing in Perkiomenville, Pennsylvania. ( Id. at ¶ 10). He began his employment with AHP in January 2007, (Ferdock Decl. ¶ 2), and reached the position of Corporate Vice-President of Marketing. (Am. Comp. ¶11; Ferdock peel. ¶ 19). During his employment with AHP, Ferdock maintained an office in Duluth, Georgia, and worked out of the office two out of every four weeks where he reported to executives and interacted with AHP's sales and marketing teams and customers. (Ferdock Decl. ¶9). Ferdock generally spent the remaining two weeks of the month on the road conducting business, although sometimes he worked out of his home in Pennsylvania. (Ferdock Decl. ¶¶10-11). Defendant Ferdock's business cards indicate Duluth, Georgia, as his work location. ( Id. at ¶ 9).
In order to participate in a supplemental deferred compensation plan, on December 22, 2009, Ferdock executed a Key Employee Employment Agreement with AHP (the "Agreement"). (Am. Comp. ¶17; Ferdock Decl. ¶¶ 13, 17). This Agreement was prepared by AHP's counsel in Georgia and presented to a group of AHP executives and other employees during a meeting held at the Duluth headquarters, (Ferdock Decl. ¶¶ 13-16). The Agreement contained certain post. employment restrictive covenants. Pertinent to this matter are; a non-competition provision, a non-solicitation provision, and the permissive venue and jurisdiction selection clause; to wit: Section 12(d) of the Agreement which provides:
With respect to disputes arising under this Agreement that are submitted to a court rather than an arbitrator, including actions to compel arbitration or for equitable relief in aid of arbitration, the parties agree that venue and jurisdiction are proper in any state or federal court lying within the county and state in which the Company's branch office is located where the Employee is or was last employed....
(Ferdock Decl., Ex. B). The term "Company" is defined in the Agreement as "Associated Hygienic Products, LLC, [AHP] a Delaware limited liability company whose address is 3400 River Green Court, Suite 600, Duluth, Georgia 30096." ( Id. ).
On January 6, 2014, Ferdock announced his intention to resign his position with AHP and accept a position as Vice-President of Sales and Marketing with Defendant IPC. (Am. Comp. ¶ 77). To lure him to remain, Plaintiffs offered Ferdock incentives., but he declined the offers. ( Id. at ¶ 78).
Three weeks later, on January 31, 2014, Plaintiffs filed the instant complaint against Defendants J.D. Irking, Ltd. and Ferdock, seeking damages and injunctive relief. [ECF 1]. On March 12, 2014, Plaintiffs filed an amended complaint and added Irving Personal Care, Ltd., as a defendant. [ECF 6]
On February 7, 2014, Defendants filed a petition for declaratory judgment against Plaintiffs in the United States District Court for the Northern District of Georgia, seeking to have the post-employment restrictions underlying Plaintiffs' instant claims declared unenforceable under Georgia law. On March 11, 2014, ...