United States District Court, D. Minnesota
F. Peake, Paul M. Shapiro, James M. Jorissen, Patrick J.
Lindmark, and Stacey L. Drentlaw, Briggs and Morgan, P.A.,
Minneapolis, MN, for Plaintiff Corval Constructors, Inc.
M. Raiter, John A. Markert, and Monica Detert, Larson King,
LLP, St. Paul, MN for Defendant Tesoro Refining &
Marketing Company, LLC.
OPINION AND ORDER
C. Tostrud United States District Judge
Corval Constructors, a Minnesota-based engineering and
construction firm, contracted to provide services at a North
Dakota oil refinery owned and operated by Defendant Tesoro
Refining and Marketing Company. In this case, Corval asserts
claims for breach of contract, declaratory judgment,
promissory estoppel, and fraud, all stemming from the
deterioration of its commercial relationship with Tesoro at
the North Dakota refinery. Pursuant to 28 U.S.C. §
1404(a), Tesoro has moved to transfer the case to the United
States District Court for the District of North Dakota.
Should that motion be denied, Tesoro has moved to dismiss
Corval's claims for a declaratory judgment, promissory
estoppel, and fraud pursuant to Federal Rule of Civil
Procedure 12(b)(6). Tesoro's transfer motion will be
denied because Corval's choice of forum is given
presumptive weight and the factors considered under §
1404(a) have not been shown to favor transfer. Tesoro's
Rule 12(b)(6) motion to dismiss Corval's
declaratory-judgment, promissory-estoppel, and fraud claims
will be denied because Corval properly pleads these claims.
and Tesoro have diverse citizenship and that, combined with
Corval's demands for “damages in excess of $75,
000, ” Am. Compl. at 26, ¶¶ 1, 3-4, and 5
[ECF No. 11], means there is subject-matter jurisdiction over
this case. 28 U.S.C. § 1332(a). Corval is incorporated
under Minnesota law, see Notice of Removal ¶ 6
[ECF No. 1],  and maintains its principal place of
business in St. Paul, Am. Compl. ¶ 1. Tesoro is a
Delaware limited liability company. Notice of Removal ¶
7. Tesoro's sole member is Western Refining Southwest,
Inc., an Arizona corporation with its principal place of
business in Findlay, Ohio. Id. Tesoro owns and
operates the Mandan Refinery in Mandan, North Dakota. Am.
Compl. ¶ 2.
and Corval entered into a Master Services Agreement
(“MSA”) in February 2013 and a Supplemental
Agreement (“SA”) in February 2018 (collectively,
the “Agreements”). Id. ¶¶ 11,
18; MSA [ECF No. 19]; SA [ECF No. 36]. Pursuant to the
Agreements, Tesoro would issue purchase orders, service
orders, and work orders describing the work to be performed
by Corval at the refinery and the price to be paid by Tesoro.
Am. Compl. ¶ 15. The Agreements provided that, upon
written notice by Tesoro and request by Corval, Tesoro could
change any previously-issued order. MSA ¶ 3.3.
Corval's requests were referred to as “Field Change
Requests, ” and Tesoro's changes to
previously-issued orders were called “Field Change
Orders.” Id. ¶ 2.0. A Field Change Order
would amend the original order to account for the changed
work request and changed costs. Id. ¶ 3.3.
2013 to early 2018, Corval and Tesoro worked together in
apparent harmony. Tesoro would issue orders, Corval would
perform the work, and Tesoro would pay Corval the agreed
amount. Am. Compl. ¶¶ 16-17. During this period,
Tesoro “routinely approved and paid for change order
requests issued by Corval before and after Corval performed
work.” Id. ¶ 17. “Tesoro also
routinely paid for work it orally requested Corval
provide.” Id. Beginning in January 2018,
however, the relationship began to deteriorate. Throughout
that year, and in relation to seventeen different projects,
Tesoro either failed to pay Corval at all or withheld some
portion of the payments due. See generally Id.
¶¶ 19-145. Despite this, Corval continued working
at Tesoro's refineries, including the Mandan Refinery,
into 2019. Id. ¶ 146.
alleges that on or around January 16, 2019, Tesoro decided
internally to stop paying or processing all Corval invoices
for labor and materials provided at Tesoro's request.
Id. ¶ 146. Tesoro did not communicate this
decision to Corval. Id. Even after this internal
decision, Tesoro continued to make statements
“encouraging Corval to continue working at various
refinery locations in accordance with earlier issued Purchase
Orders knowing it would never pay Corval for the work
provided.” Id. ¶ 147. As a result of
Tesoro's encouragement, Corval continued working at the
Mandan Refinery from January to March 2019. Id.
¶¶ 149-150. When Corval learned of Tesoro's
decision not to pay for work performed by Corval, Corval
demanded payment. Id. ¶ 151. Tesoro did not
pay, and instead “retaliated by suspending Corval from
completing future work on all of its projects within the
Mandan Refinery.” Id. ¶ 152. This
suspension caused delays to the projects on which Corval was
working. Id. ¶ 153. Corval again demanded
payment for the work it had performed, and Tesoro terminated
Corval from working on all Mandan Refinery projects.
Id. ¶ 155.
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). “Section
1404(a) reflects an increased desire to have federal civil
suits tried in the federal system at the place called for in
the particular case by considerations of convenience and
justice.” Van Dusen v. Barrack, 376 U.S. 612,
616 (1964). Despite this desire, “[c]hange of venue,
although within the discretion of the district court, should
not be freely granted.” In re Nine Mile Ltd.,
692 F.2d 56, 61 (8th Cir. 1982) (per curiam), abrogated
on other grounds by Mo. Hous. Dev. Comm'n v. Brice,
919 F.2d 1306 (8th Cir. 1990). “Fairly summarized, in a
motion to transfer under 28 U.S.C. § 1404, precedent
requires this Court to defer to the Plaintiffs' choice of
Minnesota unless the factors . . . strongly weigh in favor of
transfer . . . but the weight to be afforded the
Plaintiffs' choice is not insurmountable[.]”
Brockman v. Sun Valley Resorts, Inc., 923 F.Supp.
1176, 1179 (D. Minn. 1996); see also Promove, Inc. v.
Siepman, 355 F.Supp.3d 816, 824 (D. Minn. 2019)
(recognizing that the “federal courts give considerable
deference to a plaintiff's choice of forum”
(quotation omitted)). “To prevail on a motion to
transfer, the movant must show that his inconvenience
substantially outweighs the inconvenience that plaintiff
would suffer if venue were transferred.” Nelson v.
Soo Line R.R. Co., 58 F.Supp.2d 1023, 1026 (D. Minn.
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). A court's
evaluation of a motion to transfer is not limited to these
three factors, and “require[s] a case-by-case
evaluation of the particular circumstances at hand[.]”
Id. When balancing the convenience of the parties
and witnesses, courts often consider “the willingness
of witnesses to appear, the ability to subpoena witnesses,
and the adequacy of deposition testimony, . . . the
accessibility to records and documents, . . . the location
where the conduct complained of occurred, and . . . the
applicability of each forum state's substantive
law.” Id. at 696. In evaluating the interests
of justice, courts traditionally weigh a variety of factors,
including “(1) judicial economy, (2) the
plaintiff's choice of forum, (3) the comparative costs to
the parties of litigating in each forum, (4) each party's
ability to enforce a judgment, (5) obstacles to a fair trial,
(6) conflict of law issues, and (7) the advantages of having
a local court determine questions of local law.”
convenience of the parties does not favor transfer.
Corval's ties to Minnesota make Minnesota a very (if not
the most) convenient forum for Corval. Apart from maintaining
a registered address and agent in Minnesota, it is true that
Tesoro has no ties to Minnesota. But, as a Delaware limited
liability company whose sole member is an Arizona corporation
with a principal place of business in Ohio, Tesoro would be a
foreign litigant in North Dakota just as it is in Minnesota.
It also is true that the work that is the subject of this
suit occurred at the Mandan Refinery in North Dakota.
However, other important parts of the case-business decisions
and communications, for example-almost certainly occurred or
originated in other places. It has not been shown, therefore,
that North Dakota would provide substantially greater
convenience even to Tesoro or that the convenience a North
Dakota forum might afford Tesoro substantially outweighs the
convenience of a Minnesota forum to Corval.
convenience of the witnesses has not been shown to favor
transfer. Tesoro identifies 39 potential witnesses, Aff. of
John A. Markert, Exs. 1-7 [ECF No. 27], and asserts that
“there can be no real dispute that the vast majority of
witnesses with first-hand knowledge of the work Corval
performed live and reside in North Dakota, ” Mem. in
Supp. of Transfer at 6 [ECF No. 25]. However, Tesoro does not
differentiate witnesses who are more (or less) important to
its defense, and it appears that many of the listed witnesses
are cumulative. No doubt North Dakota likely would be a more
convenient venue for the “majority of [Tesoro's]
witnesses with first-hand knowledge of the work Corval
performed[.]” Id. This does not account for
witnesses who might testify for Tesoro regarding other
subjects. Nor does this account for Corval's potential
witnesses, and Corval asserts that those witnesses are almost
all from Minnesota. Mem. in Opp'n to Transfer at 14 [ECF
No. 29]. Here, just as in another case from this District
addressing a § 1404(a) transfer motion, it may be said
that “[t]he sheer number of witnesses offered by
Defendants will not decide which way the convenience factor
tips. Furthermore, because most of the above-mentioned [North
Dakota] witnesses are Defendant's employees, the Court
can assume that they will appear voluntarily in a foreign
forum.” Luckey v. Alside, Inc., Civil No.
15-2512 (JRT/JSM), 2016 WL 1559569 at *5 (D. Minn. Apr. 18,
2016) (citation and internal quotation marks omitted).
“Aside from costs associated with bringing
employee-witnesses to the District of Minnesota for hearings
and trial, it is unclear what extra costs Defendants would
incur. Depositions of those witnesses, for example, ...