Opinion
Proceedings: (In Chambers:) DEFENDANTS' MOTION TO TRANSFER (filed 1/13/2012)
CHRISTINA A. SNYDER, District Judge.
I. INTRODUCTION
The Court finds this motion appropriate for decision without oral argument. Fed.R.Civ.P. 78; Local Rule 7-15. Accordingly, the hearing date of February 13, 2012, is vacated, and the matter is hereby taken under submission.
On September 1, 2011, plaintiff Hamid Razi ("plaintiff") filed the instant action in Los Angeles County Superior Court against defendants Reza Razavi, Hossein Razavi, Razbro Real Estate Investments, Inc, Razbro Corporation, Paul H. Nessler, Jr., and Does 1-50. (collectively, "defendants"). The First Amended Complaint ("FAC") asserts thirteen claims for relief, styled as: (1) unconscionability; (2) fraud; (3) constructive fraud; (4) concealment; (5) negligent misrepresentation; (6) negligence; (7) breach of fiduciary duty; (8) breach of duty of loyalty; (9) common count; (10) quantum meruit; (11) unfair competition, (12) breach of contract; and (13) book account. Defendants timely removed to this Court on November 23, 2011, on the basis of diversity jurisdiction. See Dkt. No. 1.
Reza Razavi and Razbro Real Estate Investment, Inc. are referenced herein as the "Razavi defendants."
On January 13, 2012, defendants filed a motion to transfer the case to the United States District Court for the Middle District of Florida. Plaintiff filed his opposition on January 23, 2012. Defendants filed their reply on January 30, 2012. After carefully considering the arguments set forth by both parties, the Court finds and concludes as follows.
II. BACKGROUND
Plaintiff alleges that he is a real estate speculator who purchased ten vacant lots in Florida from the Razavi defendants between 2004 and 2011. FAC ¶¶ 16-27. According to plaintiff, the Razavi defendants would locate vacant properties in Florida and offer them below fair market value ("FMV") for plaintiff to purchase. Id . ¶ 14. In exchange for these investment services, plaintiff allegedly compensated the Razavi defendants with goods and merchandise (specifically, expensive Persian rugs) for each property that plaintiff purchased. Id . ¶ 15.
Plaintiff avers that he was contacted by "someone" in Florida who informed him that the true value of the land was much less than he had paid. Id . ¶ 28. Accordingly, plaintiff alleges that defendants fraudulently concealed from plaintiff the true value of the properties he purchased and fraudulently represented "certain attributes of the land, such [as] that there was a Walmart store opening nearby that would use [the] lands as parking lots." Id . ¶¶ 44, 56. Plaintiff seeks, inter alia, rescission of the contracts and restitution. Id. at Prayer.
III. LEGAL STANDARD
Section 1404(a) of title 28 of the United States Code permits a court to transfer a civil action to another judicial district "where it might have been brought" when the transfer is "[f]or the convenience of parties and witnesses, and in the interests of justice." 28 U.S.C. § 1404(a); Amini Innovation Corp. v. JS Imports, Inc. , 497 F.Supp.2d 1093, 1108 (C.D. Cal. 2007).
In deciding a motion to transfer, the Court must consider the following three factors: (1) the convenience of the parties; (2) the convenience of the witnesses; and (3) the interests of justice. 28 U.S.C. § 1404(a); see Sec. Inv. Prot. Corp. v. Vigman , 764 F.2d 1309, 1317 (9th Cir.1985); Los Angeles Mem'l Coliseum Comm'n v. NFL , 89 F.R.D. 497, 499 (C.D. Cal. 1981).
In analyzing the "interests of justice, " a number of factors are relevant, including the following: (1) the location where the relevant agreements were negotiated and executed, (2) the state that is most familiar with the governing law, (3) the plaintiff's choice of forum, (4) the respective parties' contacts with the forum, (5) the contacts relating to the plaintiff's claims in the chosen forum, (6) the differences in the costs of litigation in the two forums, (7) the availability of compulsory process to compel attendance of unwilling non-party witnesses, and (8) the ease of access to sources of proof. Stewart Org. v. Ricoh Corp. , 487 U.S. 22, 29-30 (1988); Jones v. GNC Franchising, Inc. , 211 F.3d 495, 498-99 (9th Cir. 2000). Other factors that can be considered are: the enforceability of the judgment; the relative court congestion in the two forums; and which forum would better serve judicial economy. 17 MOORE'S FEDERAL PRACTICE § 111.13[1][c] (3d ed. 1997).
The party seeking to transfer venue bears the burden of showing that convenience and justice require transfer. Commodity Futures Trading Comm'n v. Savage , 611 F.2d 270, 278-279 (9th Cir. 1979); Decker Coal Co. v. Commonwealth Edison Co. , 805 F.2d 834, 843 (9th Cir. 1986) ("The defendant must make a strong showing of inconvenience to warrant upsetting the plaintiff's choice of forum."). The decision to transfer lies within the sound discretion of the trial judge. See Sparling v. Hoffman Constr. Co. , 864 F.2d 635, 639 (9th Cir. 1988).
IV. DISCUSSION
As an initial matter, the parties do not dispute that the Middle District of Florida is a venue in which this case could have been initially brought. See 28 U.S.C. § 1404(a). Accordingly, the Court's analysis focuses on which forum would serve the convenience of the parties and witnesses and whether the interests of justice favor transfer. See Los Angeles Mem'l Coliseum , 89 F.R.D. at 499.
Specifically, the Middle District of Florida, like this Court, has diversity jurisdiction pursuant to 28 U.S.C. § 1332(a)(1). Further, the corporate defendants are subject to personal jurisdiction in Florida because they are both incorporated in Florida and have their principal place of business in Tampa, Florida. Similarly, the individual defendants are citizens of Florida with the exception of Hossein Razavi, over whom the Middle District of Florida court could assert pendent personal jurisdiction. See Action Embroidery Corp. v. A. Embroidery, Inc. , 368 F.3d 1174, 1181 (9th Cir. 2004). Finally, venue is proper in the Middle District of Florida because each transaction at issue involves the sale of land in located in that district. See 28 U.S.C. § 1391(a)(2).
Defendants argue that "Florida is the more convenient forum for this action" for four reasons: first, because "the claims arise from vacant land sale contracts for the purchase of real property located in Florida and the real estate closings on those contracts" all took place in Florida; second, all of the property contracts at interest "contain a provision that they are to be construed under Florida law"; third, all the property contracts contain a mediation provision, and if mediation fails, the contracts require the escrow agent "to submit the dispute to arbitration, a Florida court, or the Florida Real Estate Commission"; and fourth, all of the key documents and witnesses (except for plaintiff) reside in Florida. Mot. at 2. According to defendants, all of the closing documents-e.g., the sales contracts, deeds, closing statements, closing agreements, tax agreements, and other documents-were executed and stored in Florida. Id. at 6-7. Further, defendants note that the warranty deeds were recorded in either Citrus County or Marion County in Florida. Id. at 7. Defendants assert the names of several Florida-based witnesses who "will be able to offer pertinent testimony about the contracts and closings at issue, " including the closing attorneys, real estate agents, records custodians, expert property appraisers, and representatives from the Citrus and Marion County Appraiser's Office. Id. at 7-11. Finally, defendants argue that the interests of justice will be served if the case is transferred because if plaintiff secures the relief sought-rescission of the contracts-the result would be to affect title to real property in Florida. Id. at 18.
In opposition, plaintiff argues that California is a more convenient forum because "[t]here are numerous witnesses located in the county of Los Angeles to attest to the facts surrounding [p]laintiff's dealings with Reza Razavi." Opp'n at 4. Plaintiff lists 29 witnesses who will attest to the relationship between Razavi and plaintiff and the alleged representations made by Razavi about the FMV of the Florida properties. Id. at 5-14. Further, plaintiff argues that "all contracts were negotiated and entered into in California, " and that "there are over twenty witnesses that will testify that they saw Reza Razavi in Los Angeles, California, on numerous occasions." Id. at 15 (emphasis omitted). Plaintiff contends that the dispute resolution clauses in the contracts are "the pinnacle of unconscionability" and enforcing them "would be extremely unjust." Id. at 16. Finally, plaintiff asserts that his choice of forum should be given significant weight. Id. at 18.
Seven of the witnesses are plaintiff's family members or plaintiff himself; seven are plaintiff's employees; two are professionals (an attorney and a notary public); and the remainder are plaintiff's friends and acquaintances who are allegedly "familiar with the deals" between plaintiff and the Razavi defendants.
The Court finds that this case should be transferred to the Middle District of Florida. First, the convenience of the parties strongly favors transfer. Although plaintiff resides in California, defendants Reza Razavi and Paul Nessler reside in Florida, and the two corporations are incorporated and headquartered in Florida. E.g., Skee Ball, Inc. v. Full Circle United, 2011 WL 6749013, *7 (N.D. Cal. Dec. 22, 2011) (transferring case from California to New York in part because corporate defendant was located on east coast). Second, despite plaintiff's exhaustive list of potential witnesses who reside in California, the Court finds that the convenience of the relevant witnesses favors transfer to Florida. Plaintiff's allegations depend on alleged misrepresentations by certain of the defendants to plaintiff in the context of real estate purchase transactions; accordingly, the litany of family members, friends, and employees who will purportedly testify about the "relationship" between plaintiff and defendants is not directly relevant to the issues. Conversely, the witnesses proffered by defendants-Florida-based real estate agents and land appraisers who will testify about the FMV of the land at issue-will provide relevant testimony as to the question of whether certain defendants misrepresented the FMV to plaintiff to induce him into buying the properties. Should the case remain in California, any of these crucial non-expert fact witnesses could not be compelled to testify. See Fed.R.Civ.P. (45)(b)(2) (limiting Court's subpoena power of witnesses outside to district to 100 miles).
Finally, and most importantly, the interests of justice weigh strongly in favor of transfer. Because plaintiff seeks rescission of the land sale contracts, resolution of this litigation will affect title to nearly a dozen parcels of real property located in Florida. Clearly, Florida courts have a greater interest in policing real estate transactions that involve Florida property. See, e.g., Tolentino v. Mossman, 2008 WL 1787752, *3 (E.D. Cal. 2008) (transferring case to Iowa because the main issue was the defendant's alleged misrepresentations about the fair market value of real property located in Iowa even though purchases were consummated elsewhere, and Iowa courts had a stronger interest in policing its real estate transactions); Kukui Gardens Corp. v. Holco Cap. Grp., Inc. , 664 F.Supp.2d 1103, 1121 (D. Haw. 2008) (denying motion to transfer because although allegedly misappropriated money was stored in Illinois and Indiana accounts, the real property underlying the transactions was based in Hawaii and so Hawaii courts had a greater interest in resolving the litigation). Because all the property at issue is located in Florida, the Court finds transfer is appropriate.
The Court is unpersuaded by plaintiff's contention that the case should remain in California because plaintiff signed the contracts in California. It is undisputed that the closings, the execution of the deeds, and the recording of those deeds all occurred in Florida. Accordingly, to the extent the contracts were entered into in both states, that fact weighs neither for nor against transfer. See Budget Blinds, Inc. v. Mahmood, 2010 WL 3001629, *7 (C.D. Cal. July 29, 2010) (concluding that "because the agreements were negotiated in [California] but executed in Texas, this factor is neutral").
V. CONCLUSION
In accordance with the foregoing, defendants' motion to transfer is GRANTED, and the case is hereby transferred to the United States District Court for the Middle District of Florida.
IT IS SO ORDERED.