United States District Court, E.D. Pennsylvania
before the Court is defendants Advanced Clinical Laboratory
Solutions, Inc. ("ACLS''), and Leonid
Reyfman‘s Motion to Dismiss Plaintiffs Complaint
Pursuant to Federal Rules of Civil Procedure 12(b)(2), (3)
and (6) or, in the Alternative, to Transfer the Action
Pursuant to 28 U.S.C § 1404(a). For the reasons set
forth below, the Court grants defendants‘ Motion to
Transfer the Action Pursuant to 28 U.S.C § 1404(a) and
denies defendants‘ Alternative Motion to Dismiss
Pursuant to Federal Rules of Civil Procedure 12(b)(2) and (3)
for lack of personal jurisdiction and improper venue as moot.
The Court takes no action with respect to defendants‘
Alternative Motion to Dismiss Pursuant to Federal Rule of
Civil Procedure 12(b)(6) for failure to state a claim.
assessing a motion to transfer, "all well-pleaded
allegations in the complaint are generally taken as true
unless contradicted by the defendant‘s affidavits, and
the Court may examine facts outside the complaint to
determine proper venue.'' Holiday v. Bally's
Park Place, Inc., No. 06-cv-4588, 2007 U.S. Dist. LEXIS
66554, at *4-5 (E.D. Pa. Sep. 7, 2007). Based on the
Complaint, the affidavits submitted by the parties, and the
other submissions of record, the facts of the case may be
summarized as follows:
SMA Medical Laboratories, Inc. ("SMA'') brought
suit for misappropriation of trade secrets. The case arises
from a contract between SMA and ACLS for the provision of
certain toxicology testing services. Compl. ¶ 1. SMA is
a Pennsylvania corporation with its principal place of
business in Feasterville, Pennsylvania, in the Eastern
District of Pennsylvania ("District''), Compl.
¶ 2, with additional offices in New York, New York,
Reyfman Decl. ¶ 15, Doc. No. 16-3. ACLS is a New York
corporation with its principal place of business in Brooklyn,
New York, in the Eastern District of New York. Compl. ¶
3. ACLS has no facilities or employees in Pennsylvania.
Reyfman Decl. ¶ 21. Defendant Leonid Reyfman, a resident
of New York, is one of the three shareholders of ACLS and is
its Chief Operating Officer. Compl. ¶ 4. The two other
shareholders of ACLS, Arkady Lipnitsky and Anatoly Mecrovich,
are not named as defendants in the Complaint.
provides a "wide range of [medical] testing
services'' and contracted with ACLS to provide
certain blood tests that SMA itself was unable to provide.
Compl. ¶¶ 2, 5. The contract negotiations occurred
in New York, as did a number of subsequent meetings regarding
the contract. Reyfman Decl. ¶¶ 22, 24, 33, 38.
Plaintiff contends that Reyfman also attended meetings with
SMA in Feasterville. Shvartsburd Decl. ¶¶ 16-17,
Doc. No. 18-1. SMA and ACLS executed the contract
electronically on April 18, 2014, from Feasterville and
Brooklyn, respectively. Compl. ¶ 17; Reyfman Decl.
¶ 23; Shvartsburd Decl. ¶ 10. Under the contract,
SMA forward specimens from patients to ACLS facilities in
Brooklyn, where the specimens were tested. Reyfman Decl.
forwarding the specimens, SMA provided ACLS with
"confidential business information, including customer
identifications'' and "ACLS agreed not to
contact or solicit any of SMA‘s customers or to collect
any fees from SMA‘s customers without the prior consent
and approval of SMA.'' Compl. ¶¶ 5, 25.
Despite that agreement, using SMA‘s confidential
information, "ACLS contacted, engaged, and paid
SMA‘s marketing representatives to solicit SMA‘s
customers on behalf of ACLS, '' allegedly at
Reyfman‘s direction. Compl. ¶¶ 44, 47.
Critically, although the marketing representatives solicited
customers in Pennsylvania on ACLS‘s behalf, none of the
marketing representatives contacted directly by ACLS reside
in Pennsylvania. Shvartsburd Decl. ¶¶ 28; Reyfman
Decl. ¶ 54.
SMA filed its Complaint in this Court on August 23, 2017,
setting forth nine counts for: breach of contract (Count I),
misappropriation of trade secrets under Pennsylvania,
federal, and New York law (Counts II, III, and IV),
conversion of trade secrets (Count V), unjust enrichment
(Count VI), tortious interference with contract (Counts VII
and VIII), and unfair competition (Count IX).
Defendants‘ Motion to Dismiss Plaintiffs Complaint
Pursuant to Federal Rule of Civil Procedure 12(b)(2), (3) and
(6) or, in the Alternative, to Transfer the Action Pursuant
to 28 U.S.C § 1404(a) is ripe for decision.
in federal courts is generally governed by 28 U.S.C. §
1391. See Jumara v. State Farm Ins. Co., 55 F.3d
873, 878 (3d Cir. 1995). Section 1391 provides that venue is
proper in any judicial district where either "any
defendant resides, if all defendants are residents of the
State in which the district is located'' or "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.'' 28 U.S.C.
§ 1391(b)(1)-(2). If no district meets those
requirements, the action may be brought in any district where
"any defendant is subject to the court‘s personal
jurisdiction with respect to such action.''
Id. § 1391(b)(3). Under 28 U.S.C. §
1406(a), a court where venue is improperly laid may either
dismiss the case "or if it be in the interest of
justice, transfer such case to any district or division in
which it could have been brought.''
§ 1406 permits either the dismissal or the transfer of a
case where venue is not proper in the original forum, §
1404(a) "provides for the transfer of a case where both
the original and the requested venue are proper.''
Jumara, 55 F.3d at 878-79. Section 1404(a) provides:
"For the convenience of parties and witnesses, in the
interest of justice, a district court may transfer any civil