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Pl Banks, Inc. v. Organized Fishing, Inc.

United States District Court, D. Minnesota

February 2, 2015

P.L. Banks, Inc., Plaintiff,
Organized Fishing, Inc., Defendant.

D. Clay Taylor and Josiah R. Fricton, D. Clay Taylor, P.A., Minneapolis, MN, for Plaintiff.

Daniel J. Cragg, Eckland & Blando, LLP, Minneapolis, MN, for Defendant.




This matter is before the Court on Defendant's Motion to Transfer Pursuant to 28 U.S.C. § 1404(a), or in the Alternative, Motion for Partial Dismissal Pursuant to Fed.R.Civ.P. 12(b)(6) [Doc. No. 5]. For the reasons set forth below, the Court denies Defendant's Motion to the extent that it seeks transfer of venue, and denies without prejudice Defendant's Motion to the extent that it seeks partial dismissal.


According to the Complaint in this matter, Plaintiff P.L. Banks, Inc. is a commissioned independent sales representative in the fishing and outdoor sporting goods industry. (Compl. [Doc. No. 1-1] ¶ 1.) Plaintiff is incorporated in Illinois and has its principal place of business in Illinois. (Id.) However, Plaintiff is registered to do business in Minnesota, services retail store accounts in Minnesota, and has sales staff and an office located in Chanhassen, Minnesota. (Id.) Defendant Organized Fishing, Inc. is a California corporation that manufactures or imports fishing rod and tackle storage and organizational products and has its principal place of business in Santa Rosa, California. (Id. ¶ 2.)

Plaintiff alleges that, on approximately July 22, 2008, Defendant retained Plaintiff as an independent sales representative to sell Defendant's products in an exclusive thirteen-state territory, which included Minnesota. (Id. ¶ 5.) According to Plaintiff, Defendant agreed under the parties' written contract to pay Plaintiff a commission on the sales originating in Plaintiff's territory. (Id. ¶ 6.) Plaintiff contends that it was responsible for opening several major retail accounts and procuring large sales programs, including at Gander Mountain, in its territory, and that principals of Defendant attended meetings with Plaintiff and retail store buyers in Minnesota. (Id. ¶¶ 3, 7-9.)

On approximately September 30, 2013, Defendant allegedly terminated Plaintiff without prior warning or good cause. (Id. ¶ 10.) According to Plaintiff, Defendant has refused to pay Plaintiff commissions that it had earned on sales procured by Plaintiff prior to termination, but that shipped after termination. (Id. ¶ 11.) Plaintiff also contends that a portion of the unpaid commissions were for sales that were booked and shipped prior to Plaintiff's last day of work for Defendant. (Id. ¶ 12.) Based on the foregoing, Plaintiff asserted six causes of action against Defendant in Minnesota state court: breach of contract (Count I); quantum meruit (Count II); failure to pay commissions under the Minnesota Sales Representative Act, Minnesota Statutes § 325E.37 (Count III); violation of Minnesota Statutes § 181.145 (Count IV); violation of the Illinois Sales Representative Act, 802 ILCS § 120 (Count V); and wrongful termination under the Minnesota Sales Representative Act (Count VI). (See id. ¶¶ 13-48.)

Defendant removed the lawsuit to this Court and, on August 14, 2014, filed the present Motion. Along with their briefing [Doc. Nos. 7, 16, 22], the parties submitted declarations containing facts relevant to the transfer-of-venue portion of Defendant's Motion. Defendant submitted the Declaration of John Friday, Defendant's President and CEO. (See Friday Decl. [Doc. No. 9] ¶ 1.) Mr. Friday states that Defendant has only two employees at its Santa Rosa office and no offices, employees, or property in Minnesota. (Id. ¶ 2.) Mr. Friday also asserts that Defendant is struggling financially and would be substantially burdened if forced to incur travel expenses related to this case or if the two employees were required to attend trial in Minnesota. (Id.) In addition, Mr. Friday states, Defendant's accountants are located in Iowa and all contract negotiations and commission payment discussions between Defendant and Plaintiff took place over email and telephone, between California and Illinois. (See id. ¶¶ 3, 8, 10.)

Plaintiff submitted the Affidavit of Kevin Gardner, a Minnesota resident and account representative for Plaintiff who managed Defendant's retail store accounts, including the account with Gander Mountain, in Minnesota and North Dakota. (See Gardner Aff. [Doc. No. 17] ¶¶ 1, 2, 4.) Mr. Gardner previously owned Gardner Sales Associates, Inc., a Minnesota corporation, but he agreed to "effectively merge" the company's business into Plaintiff's business after being diagnosed with Multiple Sclerosis, which made traveling difficult. (See id. ¶¶ 1-3.) According to Mr. Gardner, he worked with two Minnesota-based Gander Mountain buyers to book the principal business at issue in this lawsuit. (See id. ¶ 6.)


A. Motion to Transfer Venue

Defendant first moves to transfer venue to the U.S. District Court for the Northern District of California pursuant to 28 U.S.C. § 1404(a). (Mem. of Law in Supp. of Mot. to Transfer or for Partial Dismissal [Doc. No. 7] ("Def.'s Mem.") at 1.) That provision states: "For the convenience of 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...." 28 U.S.C. § 1404(a). "[This] statutory language reveals three general categories of factors that courts must consider when deciding a motion to transfer: (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) (citation omitted). In conducting this analysis, the plaintiff's choice of forum is entitled to at least some deference even when the plaintiff is foreign, see In re Apple, Inc., 602 F.3d 909, 913 (8th Cir. 2010), and the party seeking to transfer venue bears the burden of establishing that a transfer is warranted, Terra Int'l, Inc., 119 F.3d at 695 (citation omitted). That burden may not be met simply by showing that the "factors are evenly balanced or weigh only slightly in favor of transfer." Graff v. Qwest ...

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