Allied International Prod. Ltd. v. Textron Indus., Inc.

• Decision Date: 15 October 1974
• Docket Number: No. 71 Civ. 5526 (MP).,71 Civ. 5526 (MP).
• Parties: ALLIED INTERNATIONAL PRODUCTS LTD., Plaintiff, v. TEXTRON INDUSTRIES, INC., et al., Defendants.
• Court: U.S. District Court — Southern District of New York

382 F. Supp. 210

ALLIED INTERNATIONAL PRODUCTS LTD., Plaintiff, v. TEXTRON INDUSTRIES, INC., et al., Defendants.

No. 71 Civ. 5526 (MP).

United States District Court, S. D. New York.

October 15, 1974.

Rich, Krinsly, Poses, Katz & Lillienstein, New York City, for plaintiff, by Norton I. Katz, and Leslie D. Corwin, New York City, of counsel.

Cravath, Swaine & Moore, New York City, for defendants Textron, Miller, Jefferys and Kornman, by John R. Hupper, and W. Fillmore Wood, Jr., New York City, of counsel.

OPINION

POLLACK, District Judge.

The defendants who have been summoned herein have moved for an order dismissing this suit on several grounds variously applicable to the defendants or alternatively transferring this action to the United States District Court for the District of Rhode Island pursuant to 28 U.S.C. § 1404(a). Since the action should properly be transferred as requested it is unnecessary for the Court to consider the other specific applications that have been made; those will be reserved for the transferee Court's consideration.

The plaintiff, an Indian corporation, sues herein to recover against the corporate and individual defendants for alleged breach of contract and of fiduciary duties arising out of a so-called Collaboration Agreement, dated June 6, 1964.

According to the allegations of the parties, in 1963 the defendant Textron Industries was approached by a Mr. D. N. Sinha on behalf of the plaintiff and invited to participate in the construction and operation of an industrial fastener plant in India. Thereafter, following a period of investigation and negotiation, Textron and plaintiff Allied entered into the agreement referred to above. Allegedly pursuant to its terms, the agreement was terminated by Textron by a letter to Allied dated December 22, 1965. On or about December 17, 1971, six years less five days later, Allied filed its original complaint in this action in the office of the Clerk for the Southern District of New York. On or about February 9, 1972 Allied filed an Amended Complaint demanding specific performance of the 1964 contract or $3,000,000 in damages.

The gist of the plaintiff's alleged grievance, which appears in paragraph nine of its Amended Complaint, is that after the execution of the Collaboration Agreement the defendants refused and neglected to perform certain duties and obligations imposed upon them by the agreement. Textron was the owner of ninety-nine (99%) percent of the capital stock of a subsidiary called "Townsend Co. of Beaver Falls, Pennsylvania," which was to supply certain confidential processes and assist the plaintiff in construction and operation of an industrial fastener plant in India to manufacture special fasteners for aerospace, automatic appliance and construction industries, fastening tools, automatic fastening machines and special parts. Plaintiff alleges that defendant Textron's termination of the agreement in December of 1965 was not according to the terms of the agreement.

Section 1404(a) of Title 28 reads:

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.

It is therefore clearly within the Court's discretion to transfer an action to another District provided that the District to which the action is transferred would have been a proper venue originally. See Norwood v. Kirkpatrick, 349 U.S. 29, 75 S.Ct. 544, 99 L.Ed. 789 (1955). The burden is on the moving party to make out a clear-cut case for transfer. Ruskay v. Reed, 225 F.Supp. 581 (S.D.N.Y.1963). The criteria in determining a motion for transfer are well known and need not be repeated here. See Schneider v. Sears, 265 F.Supp. 257 (S.D.N.Y.1967); Henry I. Siegel Co. v. Koratron Co., 311 F.Supp. 697 (S.D.N. Y.1970).

The subject matter of this litigation has no meaningful connection with the Southern District of New York. Insofar as it can be determined, none of the parties or probable witnesses on behalf of either side reside here, nor did they reside here during the time period in question, nor is there any other meaningful nexus.

Textron's corporate headquarters are in Providence. It maintains all its documents relating to the Collaboration Agreement in those offices, and no employee of Textron connected with the contract nor any likely witnesses are in the Southern District at this time. Textron also contends that requiring its president (Miller) to defend a lengthy suit away from Providence would disrupt Textron's business.

As for the plaintiff, it would seem prosecuting the action in New York or Rhode Island would be equally inconvenient. Its records, evidence, and many of its witnesses are apparently in New Delhi and would need to be flown into this country in any event. Plaintiff argues that the difficulty and...