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Pooniwala v. Wyndham Worldwide, Corp.

United States District Court, D. Minnesota

September 17, 2014

Percy Pooniwala; Dinaz Pooniwala; and Roseville Lodging, LLC, Plaintiffs,
Wyndham Worldwide, Corp.; Super 8 Worldwide, Inc.; Travelodge Hotels, Inc.; and Days Inn Worldwide, Inc., Defendants.

A. Chad McKenney, Esq., Donohue McKenney, Ltd., counsel for Plaintiffs.

Bryan P. Couch, Esq., LeClairRyan, P.C.; and Anthony J. Novak, Esq., Larson King, LLP, counsel for Defendants.


DONOVAN W. FRANK, District Judge.


This matter is before the Court on a Motion to Transfer Venue brought by Defendants Wyndham Worldwide, Corp. ("Wyndham"), Super 8 Worldwide, Inc. ("Super 8"), Travelodge Hotels, Inc. ("Travelodge"), and Days Inn Worldwide, Inc. ("Days Inn") (collectively, "Defendants"). (Doc. No. 9.) For the reasons set forth below, the Court denies the motion.


The alleged facts in this matter have been thoroughly set forth in the Court's May 2, 2014 Order ("May Order") (Doc. No. 36), which the Court hereby incorporates by reference for purposes of this motion. The Court briefly outlines additional information relevant to this motion below.

As detailed in the May Order, this action ("Minnesota Action") relates to a number of hotel franchise agreements between Defendants and Plaintiffs Percy Pooniwala ("Pooniwala"), Dinaz Pooniwala ("Dinaz"), and Roseville Lodging, LLC ("Roseville Lodging") (collectively, "Plaintiffs"). ( Id. at 2-10; see generally Doc. No. 42 ("Am. Compl.").) Plaintiffs allege that Defendants are retaliating against them at Plaintiffs' franchised-properties as a result of a New Jersey lawsuit (the "New Jersey Action") between Plaintiffs and Ramada Worldwide Inc. ("RWI"). (Doc. No. 36 at 2-10; see generally Am. Compl.) The New Jersey Action involves the Ramada Brooklyn Park, also known as Grand Rios Water Park Resort ("Grand Rios").[1] ( Id. )

Plaintiffs entered into a franchise agreement for the operation of Grand Rios ("GR Agreement") in September 2010. (Am. Compl. ¶ 14; Doc. No. 46 ("Fenimore Aff.") ¶ 5, Ex. A.) The Grand Rios' roof collapsed, the hotel closed, and the bank repossessed the hotel in June 2011. (Am. Compl. ¶ 15.) An invoice in the amount of $57, 737 was pending as of July 2013 under the terms of the GR Agreement. ( Id. ¶ 16.) RWI sent a termination letter for the GR Agreement in June 2011, and, shortly thereafter, filed a lawsuit for damages against Plaintiffs in the United States District Court for the District of New Jersey. ( Id.; Fenimore Aff. ¶¶ 17, 20 & Exs. B, C.) RWI brought suit against Grand Rios Investments, LLC ("GRI"), Pooniwala, Shreekanth Maripally, and Ashok Shetty, who were signatories to the GR Agreement and the corresponding guaranty. (Fenimore Aff. ¶ 20, Ex. C.) RWI asserts the following claims in the New Jersey Action: (1) accounting under the franchise agreement; (2) breach of the franchise agreement due to premature termination; (3) breach of the franchise agreement due to failure to remit fees; (4) unjust enrichment; and (5) breach of obligations pursuant to the franchise agreement and corresponding guaranty. ( Id. at ¶¶ 27-49.) On November 6, 2013, GRI and Pooniwala filed an answer, a counterclaim against RWI, a third-party complaint against Wyndham and Wyndham Hotel Group, LLC, and a cross-claim against Shreekanth Maripally and Ashok Shetty. (Fenimore Aff. ¶ 23, Ex. E, )

Plaintiffs' Amended Complaint in the Minnesota Action relates to the franchise agreements for and retaliatory action towards the following properties franchised by Plaintiffs: (1) Super 8 Roseville; (2) Travelodge Burnsville; (3) Days Inn Roseville; and

(4) Days Inn Maplewood.[2] ( See generally Am. Compl.) Each property involved a separate franchise agreement as outlined in the May Order. ( See generally Doc. No. 36.) In their Amended Complaint, with respect to each of these properties, Plaintiffs detail quality assurance inspections, corresponding reports for the inspections, and the alleged breaches that followed. ( See generally Am. Compl.) Plaintiffs assert the following claims: (1) violations of Minnesota Franchise Act; (2) breach of contract and implied covenant of good faith and fair dealing; and (3) retaliation against Plaintiffs. (Am. Compl. ¶¶ 54-81.)

Plaintiffs filed a motion for a preliminary injunction in March 2014 (Doc. No. 12), and the Court denied the motion in the May Order (Doc. No. 36). Defendants now seek a transfer to the District Court for the District of New Jersey. (Doc. No. 9.)


Defendants move to transfer this action to the District of New Jersey. Under 28 U.S.C. § 1404(a), "[f]or the convenience of the parties and witnesses, in the interest of justice, a district court may transfer any civil action to any other district or division where it might have been brought." When deciding a motion to transfer pursuant to § 1404(a), the Court must consider three factors: (1) the convenience of the parties; (2) the convenience of the witnesses; and (3) the interests of justice. Terra Int'l, Inc. v. Miss. Chem. Corp., 119 F.3d 688, 691 (8th Cir. 1997). A ...

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