United States District Court, E.D. Pennsylvania
OPINION DEFENDANTS' MOTION TO TRANSFER VENUE, ECF
NO. 13 - GRANTED
F. LEESON, JR., United States District Judge
Attain, LLC, has filed a Complaint against Defendants
Workday, Inc., Workday, Limited (collectively,
“Workday”), and Robert Steele, alleging that they
have been engaged in a campaign of interference,
disparagement, and defamation against Attain. In response,
Defendants have filed a Motion to Transfer Venue under 28
U.S.C. § 1404(a), seeking to transfer this action to the
United States District Court for the Northern District of
California pursuant to a forum-selection clause in a contract
entered into by Attain and Workday in May 2015. Because, for
the reasons set forth below, Attain's claims fall within
the scope of the forum-selection clause, Defendants'
Motion is granted.
Complaint alleges the following facts.
provides consulting services primarily to government agencies
and private entities, such as higher education institutions
and academic hospitals. Compl. ¶ 8. Among other things,
Attain assists its clients with strategic data projects, data
infrastructure management, adoption of new technologies,
software as a service (“SaaS”), and serves as a
general, or “Prime, ” contractor for work related
to these services. Id.
is a provider of cloud-based software products that assist
with financial and human resources management. Compl. ¶
9. Workday has a network of services, software, and payroll
partners (“Partners”) who must apply to and enter
into alliance agreements with Workday in order to support
Workday's products. Id. These Partners are
designated as Certified Partners or Advisory Partners. Compl.
¶ 10. Certified Partners work directly on the
implementation of Workday products, whereas Advisory Partners
are mainly responsible for soliciting new customers for
Workday products and managing projects which involve Workday
2015, Attain and Workday entered into an alliance agreement
(the “Alliance Agreement”), under which Attain
would be an Advisory Partner to Workday, providing consulting
services to customers of Workday's products. Compl.
¶ 11. The Alliance Agreement contained a provision
whereby either Workday or Attain could terminate, without
cause, the Agreement at any time upon ninety days' prior
written notice to the other party. Compl. ¶ 12. Pursuant
to the Agreement, Attain sourced customers and provided
consulting and project management services to a number of
educational institutions and teaching and research hospitals
that used Workday products. Compl. ¶ 13. Attain alleges
upon information and belief that the customers Attain brought
to Workday generated more revenue for Workday than the
customers brought in by any other Advisory Partner.
Id. In addition, Workday asked Attain to step in and
replace some of Workday's other Partners mid-project on
ventures in which education clients were unsatisfied with
those Partners' services; Attain provided these services
at a discount. Compl. ¶ 14.
of its work as a Workday Advisory Partner, Attain also
served, and continues to serve, as the Prime contractor that
leads in the implementation of SaaS or other strategic data
projects for a number of institutions. Compl. ¶ 15.
is known for imposing exacting, at times onerous,
requirements on its Partners. Compl. ¶ 16. Despite
Attain's success as an Advisory Partner, Workday
continually attempted to micromanage Attain's business.
Id. This caused tension in the relationship between
Workday and Attain, but Attain continued to serve as an
Advisory Partner with great success. Compl. ¶ 17.
about March 3, 2017, Attain received an email from Workday
notifying Attain that the Agreement would terminate effective
May 30, 2017. Compl. ¶ 21. Attain alleges, based on
information and belief, that Workday terminated the Agreement
because Attain was an independent company in the industry and
would not agree to Workday's unreasonable demands and
rates for certain projects. Compl. ¶ 22.
the termination of the Agreement, “Defendants sought to
punish Attain for its independence by making false and
misleading statements about Attain to Attain's actual and
prospective customers, and to third-party vendors, in an
effort to exclude Attain, previously its Partner, from
successfully competing in the SaaS and data infrastructure
markets.” Compl. ¶ 23. For example, Defendants,
through Defendant Steele, falsely told Muhlenberg College
that Attain could not be a Prime contractor on a deal with a
Workday component and that Attain was not capable of handling
the project. Compl. ¶ 24. Defendant Steele also made
disparaging comments about Attain to Worcester Polytechnic
Institute, Brandeis University, and Babson College. Compl.
¶ 23. Attain alleges, on information and belief, that
Defendants have falsely made other disparaging statements to
Attain's actual and potential customers and to third
parties, including false statements that Attain had failed in
SaaS implementation, that Attain was not a good firm, and
that Attain's officers were not competent. Compl. ¶