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Allied Old English, Inc v. Uwajimaya

August 16, 2012

ALLIED OLD ENGLISH, INC.,
PLAINTIFF,
v.
UWAJIMAYA, INC., ET AL., DEFENDANTS.



The opinion of the court was delivered by: Waldor, United States Magistrate Judge

OPINION*fn1

Before the Court is the motion of defendants Nishimoto Trading Co. ("Nishimoto"), SLU, Inc. ("SLU"), FSI, Inc. ("FSI"), Akira Moriguchi, and defendant and counterclaim plaintiff Uwajimaya, Inc. ("Uwajimaya") (collectively, "Defendants") to transfer this action to the Western District of Washington. (Docket Entry No. 61, the "Motion"). Plaintiff Allied Old English, Inc. ("Plaintiff" or "Allied") opposed the Motion. Pursuant to Fed. R. Civ. P. 78, no oral argument was heard. For the reasons stated below, Defendants' Motion is GRANTED.

I. BACKGROUND

The following facts are taken from Plaintiff's complaint, amended complaint, and moving papers, and are accepted as true for purposes of the instant Motion.

This case arises out of a 2005 transaction between Plaintiff and Uwajimaya subsidiary Sun Luck, Inc. (Docket Entry No. 1, Complaint ("Compl.") at ¶ 10). Specifically, a substantial portion of Plaintiff's business is its line of Asian food products sold under the brand names and trademarks SUN LUCK and NIKO NIKO. (Id. at ¶ 9). In 2005, Plaintiff acquired the SUN LUCK brand and line of business from Sun Luck, Inc. (Id. at ¶ 10). The transaction was governed by an Asset Purchase Agreement ("APA"). The APA was executed on July 11, 2005. (Id.). Under the APA, Plaintiff acquired all tangible and intangible assets associated with the SUN LUCK brand and line of business, "including, but not limited to . . . registered and unregistered trademarks, trade names, trade dress, artwork, labels, and all of Sun Luck, Inc.'s know-how, formulas, recipes, processes, agreements, and other intellectual property, websites and domain names" that had been used by Sun Luck, Inc. in connection with the SUN LUCK line of business. (Id. at ¶ 11).

Additionally, at the time of the agreement, Sun Luck, Inc. was in the process of phasing out products sold under the ROYAL BLOSSOM trademark. (Id. at ¶ 14). The APA granted Plaintiff express permission to use the ROYAL BLOSSOM mark in connection with the sale of products which had not yet been switched over to the SUN LUCK brand. (Id.). The APA also incorporated a Non-Compete Agreement between Plaintiff and Uwajimaya, and a Trademark License Agreement between Plaintiff and Uwajimaya pertaining to the NIKO NIKO trademark. (Id. at ¶ 15). Plaintiff contends that it has continuously manufactured and sold products under the SUN LUCK and NIKO NIKO marks since it acquired the SUN LUCK brand and obtained an exclusive license for certain NIKO NIKO products. (Id. at ¶ 19).

Plaintiff filed the instant action in March 2011 after coming across information that indicated that Uwajimaya, via its wholesale distribution division Seasia Wholesale Co. ("Seasia"), was selling products in several Washington grocery stores that appeared to infringe Allied contract, trademark, and trade dress rights. Thereafter, Plaintiff filed an amended complaint, adding as Defendants Uwajimaya's 100% owned subsidiaries and Seattle-based affiliates SLU and FSI, Akira Moriguchi, an executive of Uwajimaya, and Nishimoto, a nationwide Asian food manufacturing and distribution business that is headquartered in California, and which has a branch in Seattle that does business as Seasia. (Docket Entry No. 30, Amended Complaint ("Amended Compl.")). Plaintiff contends that it sought to amend its original complaint, in part, after learning that Nishimoto -- not Uwajimaya -- owns Seasia.

On April 20, 2012, Defendants filed a joint motion to transfer, arguing that this Court should transfer this case to the Western District of Washington pursuant to 28 U.S.C. § 1404(a). (Docket Entry No. 61). On May 7, 2012, Plaintiff filed a brief in opposition (Docket Entry No. 64, "Pl.'s Opp. Br.") and, on May 14, 2012, Defendants filed a reply brief. (Docket Entry No. 66, "Defs.' Reply Br."). The Motion was formally referred to the Undersigned on July 27, 2012.

II. LEGAL STANDARD

In federal court, transfer of venue is primarily governed by 28 U.S.C. § 1404(a). Section 1404(a) permits a district court to transfer a case to any other district where venue is proper, such as here, "for the convenience of parties and witnesses, in the interest of justice." 28 U.S.C. § 1404(a). The purpose of section 1404(a) "is to prevent the waste of 'time, energy and money' and to 'protect litigants, witnesses and the public against unnecessary inconvenience and expenses . . . ."' Ricoh Co., Ltd. v. Honeywell, Inc., 817 F.Supp. 473, 479 (D.N.J. 1993) (quoting Van Dusen v. Barrack, 376 U.S. 612, 616, 84 S.Ct. 805, 11 L.Ed.2d 945 (1964)).

The plaintiff's choice of forum should not be lightly disturbed. See Jumara v. State Farm Ins. Co., 55 F.3d 873, 879 (3d Cir. 1995). Accordingly, the party seeking transfer bears the burden of establishing that the proposed transferee forum is a proper forum and that a balancing of the proper interests weighs in favor of transferring the case there. Id.; Hoffer v. Infospace.com, Inc., 102 F.Supp.2d 556, 572 (D.N.J. 2000).

The decision of whether to transfer a case is committed to the trial court's sound discretion. Cadapult Graphic Sys., Inc. v. Tektronix, Inc.,98 F.Supp.2d 560, 564 (D.N.J. 2000). A reviewing court must first determine whether the action could have been properly brought in the transferee district. Id.at 570. See Shutte v. Armco Steel Corp., 431 F.2d 22, 25 (3d Cir. 1970). Specifically, the movant must demonstrate "the proprietary of venue in the transferee district and jurisdiction over all of the defendants." LG Elecs., Inc., v. First Intern. Comp., Inc.,138 F.Supp.2d 574, 586 (D.N.J. 2001).

After the Court determines that jurisdiction and venue would be proper in the transferee district, the Court must consider whether certain private and public factors favor transfer. SeeJumara,55 F.3d at 879-80. Private interests include: (1) plaintiff's forum preference; (2) defendant's forum preference; (3) whether the claim arose elsewhere; (4) the convenience of the parties as indicated by their relative physical and financial condition; (5) the convenience of the witnesses to the extent that they may be unavailable for trial in one of the fora, and (6) the location of sources such as books and records to the extent that the records could not be produced in the alternative forum. Id.; Days Inns Worldwide, Inc., v. Ram Lodging, LLC, No. 09-2275, 2010 WL 1540926, at *3 (D.N.J. April 14, 2010).

The public interests to consider include: (1) the enforceability of the judgment; (2) practical considerations that could make the trial easy, expeditious, or inexpensive; (3) the relative administrative difficulty in the two fora resulting from court congestion; (4) the local interest in deciding local disputes at home; (5) the public policies of the fora; and (6) the familiarity of the trial judge with the applicable state law in diversity cases. Id.; Ram Lodging, 2010 WL 1540926, at *3. These factors are not exhaustive. Instead, "a transfer analysis under Section 1404 is a flexible ...


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