A Carluzzo Rochkind & Smith note: Following is an article by Virginia Lawyers Weekly. We did not handle this case, but it brings up important points your contract lawyer should be familiar with. For more than 20 years our contract lawyers in Manassas have helped clients with such matters in Prince William County, Fairfax County, Woodbridge, and throughout Northern Virginia. If you have any questions or would like to schedule an appointment, please contact our law firm at (703) 361-0776.
Suit transferred from Richmond division to Alexandria division
By Virginia Lawyers Weekly – 10/31/2023
Where there were no relevant contacts between a defendant and the Richmond division, but the company was located in in the Alexandria division when it executed the prime contract, the breach of contract suit was transferred from the Richmond division to the Alexandria division.
Background
Plaintiff Multiscaff Limited is a foreign limited company incorporated in the United Kingdom with its principal place of business in England. In 2019, Multiscaff entered a contract to provide and maintain scaffolding and sheeting, along with dedicated personnel, for a repair project at Naval Support Facility Diego Garcia. Multiscaff’s contract was with Ferrous Protection Limited, a subcontractor for defendant Aptim Federal Services LLC.
APTIM in turn was the prime contractor for the project. APTIM is a Louisiana limited liability company with its corporate headquarters located in Louisiana. At the time it executed the prime contract, however, APTIM was headquartered in Alexandria, Virginia. Multiscaff initiated the present litigation against APTIM after Multiscaff’s sub-subcontract was terminated, yet APTIM allegedly continued to use the materials provided by Multiscaff for the project, without providing payment to Multiscaff.
This matter is before the court on its own initiative. After the question of venue was raised in defendant’s reply in support of its motion to dismiss, the court ordered briefing on the issue.
Standard
At the district level, venue is proper either (1) in a district where any defendant resides, if all defendants are residents of the state in which that district is located; (2) a 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 or
(3) a district in which any defendant is subject to the court’s personal jurisdiction, if neither (1) nor (2) apply. In determining the proper division in which an action shall be filed, the district-level venue rules stated in 28 U.S.C. § 1391 also apply, albeit with the substitution of the word “division” for “district” in venue options (1)-(3) above.
Waiver
Plaintiff bases its contention for why venue is proper in the Richmond division on a waiver theory. Plaintiff’s waiver theory is premised on the applicable forum selection clause in this case, which reads, in relevant part: “the sole and exclusive venue for any litigation … shall be the United States District Court for the Eastern District of Virginia, or, should that court lack jurisdiction, Alexandria Circuit Court.”
Plaintiff argues that this court need not engage in a venue analysis because this court previously held that the operative forum selection clause applied and made personal jurisdiction and venue proper, via contractual waiver, in the Eastern District of Virginia. However, this court’s prior memorandum opinion did not hold that the applicability of the forum selection clause meant that defendant had waived any divisional venue objection under the local rules. Additionally, the court’s prior acceptance of the instant forum selection clause as dispositive of the question of venue in the Eastern District of Virginia does not logically mean that the court must hold now that the forum selection clause is dispositive as to the question of venue in the Richmond division.
Analysis
There are no alleged contacts between APTIM and the Richmond division. The only contacts between APTIM and any division of this district are in Alexandria. Alexandria is where APTIM used to have its principal place of business, including when it executed the prime contract. Having found no basis for venue in the Richmond division but concluding that venue would be appropriate in the Alexandria Division, the court has the discretion to either dismiss or transfer the case.
Courts generally favor transfer over dismissal unless there is evidence of an improper venue choice “in bad faith or to harass defendants.” Here, there is no evidence of bad faith, and the court accordingly finds that it is in the interest of justice to transfer the case to the Alexandria division, where it could originally have been brought.
Case transferred to the Alexandria division.
Multiscaff Limited v. Aptim Federal Services LLC, Case No. 3:23-cv-22, Oct. 6, 2023. EDVA at Richmond (Young). VLW 023-3-652. 11 pp.
If you are in need of an experienced contract lawyer who gets results, please contact us online or by calling 703-361-0776.
Contract lawyers in Manassas serving Prince William County, Fairfax County, Woodbridge, and all of Northern Virginia.
