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Broadridge Securities Processing Solutions, Inc. v. Wrp Investments, Inc.

United States District Court, N.D. Indiana, Fort Wayne Division

August 28, 2014



ROGER B. COSBEY, Magistrate Judge.

This breach of contract dispute is before the Court on Defendant WRP Investments, Inc.'s motion to transfer this action to the Northern District of Ohio, the district where WRP maintains its principal place of business. (Docket # 14.) WRP argues that transfer is appropriate due to that venue's convenience for the parties and witnesses, and because the interests of justice favor transfer.

Plaintiffs Broadridge Securities Processing Solutions, Inc., and Investigo Corporation (collectively "Broadridge") dispute WRP's motion, arguing that all of the convenience and interests of justice factors are either neutral or favor this Court maintaining the action. (Docket # 19.) WRP has filed its reply (Docket # 22); thus, the matter is ripe for ruling. For the following reasons, WRP's motion will be DENIED.


Broadridge Financial Solutions, Inc., is a multinational corporation providing data aggregation and advisor practice management software solutions to the financial services industry. (Pls.' Resp. 1-2.) The Plaintiffs, Broadridge Securities Processing Solutions, Inc., and Investigo Corporation, are subsidiaries of Broadridge Financial, with the former being a Delaware corporation maintaining its principal place of business in New Jersey, and the latter being a Minnesota corporation with a principal place of business in Fort Wayne, Indiana. (Dft.'s Mot. 3-4.) Although Broadridge Financial has in excess of 5, 000 employees, only about 50 work for Investigo in Fort Wayne, Indiana. (Dft.'s Mot. 4; Pls.' Resp. 1.)

By comparison, WRP is a broker-dealer with twenty-three employees operating out of a single office in Youngstown, Ohio. (Dft.'s Mot. 4.) Although WRP generates far less annual revenue than Broadridge, it is quite successful and does not claim financial constraints. (Pls.' Resp. 4.)

In 2010, Alan Giancaterino, then a Vice President at Broadridge, contacted WRP about acquiring its data management software services; WRP had previously used Albridge, Inc. (Dft.'s Mot. 4-5.) After extensive multi-year negotiations, most of which occurred either via email or phone (with a small amount taking place at WRP's office), the parties entered into a contract in March 2012. (Dft.'s Mot. 4; Pls.' Resp. 2.) In its simplest terms, Broadridge agreed to create and license a web-based software platform to help with WRP's management of its investment information. (Pls.' Resp. 2.)

In order for Broadridge to create the software platform, WRP was required to transfer all of its historical data from Albridge to a file transfer protocol site. (Dft.'s Mot. 5.) Once uploaded there, Broadridge would retrieve the data and transfer it to the software platform. (Dft.'s Mot. 5.) Ten Broadridge employees put in 1600 hours-almost exclusively from its Investigo office in Fort Wayne-transferring, processing, reviewing, and analyzing historical data. (Pls.' Resp. 3.) Broadridge employee David Dixon oversaw the project, and Dixon's supervisor, Kevin Lowe, was also heavily involved. WRP also retained John Rutledge, a Denver-based outside consultant, to assist with the collection of its data. (Pls.' Resp. 2-3; Dft.'s Mot. 6.)

Unfortunately, the parties were unable to complete the transferring and uploading of WRP's historical data within the dates specified in the contract. (Pls.' Resp. 2.) Consequently, Broadridge filed its complaint on May 6, 2014, alleging that WRP breached the contract by failing to provide complete and accurate historical data, and alternatively, that WRP was unjustly enriched by Broadridge's efforts in implementing the software platform. (Docket # 1.) In its answer, WRP denies that it failed to provide its historical data, and raises an affirmative defense that Broadridge was the breaching party. (Docket # 11.)


"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). "Under § 1404(a), a court may transfer a case if the moving party shows that: (1) venue was proper in the transferor district, (2) venue and jurisdiction would be proper in the transferee district, and (3) the transfer will serve in the convenience of the parties and the witnesses as well as the interests of justice."[1] Bajer Design Mktg. v. Whitney Design, Inc., No. 09 C 1815, 2009 WL 1849813, at *1 (N.D. Ill. June 26, 2009) (citation omitted). Section 1404(a) does not indicate the relative weight to be accorded each factor. Coffey v. Van Dorn Iron Works, 796 F.2d 217, 219 (7th Cir. 1986).


A. Convenience to the Parties and Witnesses

As the moving party, WRP "has the burden of establishing by reference to particular circumstances, that the transfer forum is clearly more convenient." Id. at 219-20. In evaluating convenience, the Court considers: "(1) the plaintiff's choice of forum, (2) the situs of the material events, (3) the relative ease of access to sources of proof, (4) the convenience of the ...

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