United States District Court, S.D. Indiana, Indianapolis Division
ENTRY DENYING DEFENDANT'S MOTION TO
WALTON PRATT JUDGE.
matter is before the Court on Defendant Dynetics, Inc.'s
(“Dynetics”) Motion to Transfer Venue under 28
U.S.C. § 1404(a). (Filing No. 14). Plaintiff
Rolls-Royce North American Technologies, Inc.
(“Rolls-Royce”) initiated this action in state
court, asserting a claim to enforce an arbitration provision
of a contract and multiple claims for breach of that contract
(Filing No. 1-2). Dynetics removed the case to
federal court and promptly filed the instant Motion,
requesting that this action be transferred to the United
States District Court for the Northern District of Alabama.
For the following reasons, Dynetics' Motion to Transfer
Venue is denied.
a corporation that principally builds aircraft engines and
other machinery is headquartered in Indianapolis, Indiana.
(Filing No. 1-2 at 3.) In addition to providing
goods to private sector consumers, Rolls-Royce provides its
goods, services, and expertise to the United States
Government pursuant to Government contracts and subcontracts,
often with branches of the military. Id. at 4.
LibertyWorks, also based in Indianapolis, is a wholly-owned
Rolls-Royce subsidiary that performs a number of these
Government contracts, particularly those focused on
developing advanced technology for propulsion and power often
involving classified data and programs important to United
States national security. Id.
frequently partners with other businesses to provide
comprehensive research and development services to the United
States military. These partnerships are often formalized with
“teaming agreements” under which LibertyWorks and
its partner agree to work together to submit a proposal in
response to a Government solicitation and perform any
resulting contract. These teaming agreements generally
require the parties to work exclusively with each other for
the duration of the contract.
Dynetics is a corporation organized under the laws of the
State of Alabama with its principal place of business in
Huntsville, Alabama. In 2017, the United States Army released
a Request for Proposals for development of a vehicle-based
high-energy laser. On April 21, 2017, LibertyWorks entered
into a teaming agreement (the “Teaming
Agreement”) with Dynetics, in which Dynetics would
submit a proposal to the Army as the prime contractor, and
LibertyWorks would serve as the exclusive subcontractor for
the power and thermal energy portion of the project.
Teaming Agreement includes an exclusivity provision that
Dynetics agrees that where Subcontractor can meet: (1)
pricing targets established by [Dynetics]; (2) schedule
requirements; and (3) technical capabilities, Subcontractor
shall be Dynetics' exclusive source for the scope listed
in Exhibit A Section 6 (Power and Thermal Management) and
shall not pursue or use other proposals for this scope (Power
and Thermal Management) of the Contract during the term of
this Agreement subject [sic] the exceptions noted above.
(Filing No. 1-2 at 5.) The Teaming Agreement also
provides that the parties will resolve any disputes by
binding arbitration under the Federal Arbitration Act. The
United States Army awarded Dynetics a contract in August
2017, and the two parties began working together to fulfill
September 2019, a dispute arose between the parties, the
intricacies of which are immaterial to this Motion. It
suffices to say that Dynetics believes LibertyWorks has
failed to meet the exclusivity requirements of the Teaming
Agreement. In their Complaint, Rolls-Royce alleges that
Dynetics manufactured a dispute as a pretext to avoid its own
requirement of exclusivity under the Teaming Agreement and
that Dynetics ignored the arbitration provision of that
agreement. The Complaint, originally filed in the Marion
Superior Court on October 20, 2019, brings claims for breach
of contract and seeks declaratory judgment to enforce the
has initiated arbitration and on October 23, 2019,
Rolls-Royce filed a Motion for Temporary Restraining Order
and Preliminary Injunction, seeking immediate injunctive
relief from this Court to preserve the status quo.
(Filing No. 1-2 at 2). In particular, Rolls-Royce is
asking the Court to enjoin Dynetics from (1) terminating the
Teaming Agreement, (2) treating the exclusivity provision of
the Teaming Agreement as of no effect, (3) negotiating with
any other entities regarding the work to be exclusively
performed by LibertyWorks under the Teaming Agreement, and
(4) sharing any of LibertyWorks's confidential and/or
proprietary trade secrets with any other entities.
(Filing No. 11.) The Court has scheduled a hearing
on that Motion for December 4, 2019. Also on October 23,
2019, Dynetics filed this Motion to Transfer Venue to the
United States District Court for the Northern District of
Alabama. (Filing No. 14.)
enacted the federal change of venue statute, codified at 28
U.S.C. § 1404, to allow a district court to transfer an
action filed in a proper, though not necessarily convenient,
venue to a more convenient district.” Research
Automation, Inc. v. Schrader-Bridgeport Int'l, Inc.,
626 F.3d 973, 977 (7th Cir. 2010). A party may seek change of
venue pursuant to 28 U.S.C. § 1404(a), which states,
“[f]or 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 or to any district or division to which all
parties have consented.” Id. at 977.
courts have substantial deference when deciding Section
1404(a) motions to transfer venue. Research
Automation, 626 F.3d at 976-77. “Section 1404(a)
is intended to place discretion in the district court to
adjudicate motions for transfer according to a case-by-case
consideration of convenience and fairness.”
Id. at 977 (quoting Stewart Organization, Inc.
v. Ricoh Corp., 487 U.S. 22, 29 (1988)) (internal
punctuation omitted). “The statute permits a flexible
and individualized analysis and affords district courts the