Shapiro, Lifschitz & Schram, P.C. v. Hazard, Civil Action No. 96-1079 SSH.

Decision Date30 September 1998
Docket NumberCivil Action No. 96-1079 SSH.
Citation24 F.Supp.2d 66
CourtU.S. District Court — District of Columbia
PartiesSHAPIRO, LIFSCHITZ & SCHRAM, P.C., Plaintiff, v. R.E. HAZARD, Jr., a California Limited Partnership, et al., Defendants. R.E. HAZARD, Jr., a California Limited Partnership, et al., Counter-Plaintiffs, v. SHAPIRO, LIFSCHITZ & SCHRAM, P.C., et al., Counter-Defendants.

Scott L. Nelson, Hugh P. Quinn, Miller, Cassidy, Larroca & Lewin, Washington, DC, for Plaintiffs.

Barbara E. Nicastro, Bethel & Nicastro, Washington, DC, for Defendants.


STANLEY S. HARRIS, District Judge.

Before the Court are a motion to dismiss for lack of personal jurisdiction submitted by defendants Colleen Coffman ("Colleen") and Coffman Specialties, Inc. ("Specialties"); a motion to transfer pursuant to 28 U.S.C. § 1404(a) submitted by defendants James Coffman ("James"), Coffman Construction, Inc. ("Construction"), and R.E. Hazard, Jr., a California limited partnership ("Hazard"); plaintiff's motion to dismiss defendants' counterclaim; and related pleadings.1 The Court defers its consideration of the motion to dismiss for lack of personal jurisdiction pending the resolution of essential evidentiary questions. The Court denies defendants' motion to transfer without prejudice. Finally, the Court dismisses Counts I, II, III, V, VI, VII, X, XI, and portions of Count IX of defendants' counterclaim.


On May 10, 1996, plaintiff, a Washington, D.C., law firm, filed a two-count complaint attempting to recover attorney's fees allegedly owed by defendants. The first count alleges that defendants breached the parties' retainer agreement by failing to pay fees owed thereunder. The second count is for recovery in quantum meruit. The retainer agreement was signed by defendant James in his individual capacity, as president of Construction, and as the authorized representative of Hazard, and provided that plaintiff would represent Hazard in connection with litigation over a construction contract with a school district in California (the "School Litigation"). Defendants filed an eleven-count counterclaim asserting claims for professional malpractice, breach of fiduciary duty, breach of contract, rescission, and "money had and received."

I. Motion To Dismiss for Lack of Personal Jurisdiction

Defendants assert that the Court does not have personal jurisdiction over Colleen or Specialties because neither has enough of a connection with this jurisdiction. District of Columbia law controls the extent to which the Court may exercise personal jurisdiction over a nonresident defendant. See Crane v. Carr, 814 F.2d 758, 762 (D.C.Cir.1987). D.C.Code § 13-423(a)(1) provides that the Court "may exercise personal jurisdiction over a person, who acts directly or by an agent, as to a claim for relief arising from the person's ... transacting any business in the District of Columbia." This provision provides for jurisdiction to the fullest extent permissible under the due process clause of the United States Constitution. See Schwartz v. CDI Japan, Ltd., 938 F.Supp. 1, 4 (D.D.C.1996); Fisher v. Bander, 519 A.2d 162, 163 (D.C.1986). Accordingly, the relevant inquiry is whether Colleen and Specialties had "minimum contacts" with the District so that the exercise of personal jurisdiction would not offend the "traditional notions of fair play and substantial justice." See International Shoe Co. v. Washington, 326 U.S. 310, 316, 66 S.Ct. 154, 90 L.Ed. 95 (1945).

This "minimum contacts" requirement must be met with respect to each defendant. See Rush v. Savchuk, 444 U.S. 320, 332, 100 S.Ct. 571, 62 L.Ed.2d 516 (1980); First Chicago Int'l v. United Exchange Co., 836 F.2d 1375, 1378 (D.C.Cir.1988); Schwartz, 938 F.Supp. at 4. Ordinarily, a defendant corporation's contacts with a forum may not be attributed to shareholders, affiliated corporations, or other parties. See Rush, 444 U.S. at 332, 100 S.Ct. 571; Wiggins v. Equifax, Inc., 853 F.Supp. 500, 503 (D.D.C.1994). An exception exists, however, where affiliated parties are "alter egos" of a corporation over which the Court has personal jurisdiction; in that case the corporation's contacts may be attributed to the affiliated party for jurisdictional purposes. See Minnesota Mining & Mfg. Co. v. Eco Chem., Inc., 757 F.2d 1256, 1265 (Fed.Cir.1985) ("[I]f the corporation is [the defendant's] alter ego, its contacts are his and due process is satisfied.") (internal quotation omitted); Color Sys., Inc. v. Meteor Photo Reprographic Sys., Inc., 1987 WL 11085, *4 (D.D.C. May 8, 1987); Chase v. Pan-Pacific Broadcasting, Inc., 617 F.Supp. 1414, 1425 (D.D.C.1985); see also El-Fadl v. Central Bank of Jordan, 75 F.3d 668, 676 (D.C.Cir.1996). Accordingly, plaintiff may demonstrate the Court's jurisdiction over Colleen and Specialties if it proves that they are "alter egos" of Construction or Hazard (which do not contest jurisdiction).3 If Colleen and Specialties are not found to be alter egos, plaintiff must present evidence of their individual contacts with the District of Columbia to establish the requisite "minimum contacts."

Although ordinarily a plaintiff need only establish a prima facie case that personal jurisdiction exists in order to survive a motion to dismiss, see Crane v. New York Zoological Soc'y, 894 F.2d 454, 458 (D.C.Cir. 1990), in situations where the parties are permitted to conduct discovery on the jurisdictional issue a plaintiff must prove personal jurisdiction by a preponderance of the evidence. Landoil Resources Corp. v. Alexander & Alexander Servs., Inc., 918 F.2d 1039, 1043 (2d Cir.1990). On September 10, 1997, the Court granted plaintiff's request to engage in jurisdictional discovery. See El-Fadl, 75 F.3d at 676; see also Charles Alan Wright & Arthur R. Miller, Federal Practice and Procedure: Civil 2d § 1351 (1990). During the December 4, 1997, hearing on pending motions, plaintiff indicated that the discovery revealed additional facts supporting its alter ego theory. Accordingly, the Court concludes that an evidentiary hearing on the personal jurisdiction issue is warranted. See Celotex Corp. v. Rapid American Corp., 124 F.3d 619, 628 (4th Cir.1997) ("When ... a court's power to exercise personal jurisdiction over a non-resident defendant is challenged by a [Rule 12(b)(2) ] motion ... `the jurisdictional question thus raised is one for the judge, with the burden on the plaintiff ultimately to prove the existence of a ground for jurisdiction by a preponderance of the evidence.'") (quoting Combs v. Bakker, 886 F.2d 673, 676 (4th Cir.1989)); FDIC v. Oaklawn Apartments, 959 F.2d 170, 174 (10th Cir.1992); Volkswagenwerk Aktiengesells-chaft v. Beech Aircraft Corp., 751 F.2d 117, 120 (2d Cir.1984). The Court defers its consideration of Colleen's and Specialties' motion to dismiss for lack of personal jurisdiction until the completion of an evidentiary hearing.

II. Motion To Transfer

Defendants James, Construction, and Hazard contend that this action should be transferred to the Southern District of California pursuant to 28 U.S.C. § 1404(a), which provides that "[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." In order to succeed on their motion, defendants have the heavy burden of establishing that plaintiff's choice of forum is inappropriate. See Pain v. United Technologies Corp., 637 F.2d 775, 783 (D.C.Cir.1980), cert. denied, 454 U.S. 1128, 102 S.Ct. 980, 71 L.Ed.2d 116 (1981);4 Air Line Pilots Ass'n v. Eastern Air Lines, 672 F.Supp. 525, 526 (D.D.C.1987); International Bhd. of Painters and Allied Trades Union v. Best Painting and Sandblasting Co., 621 F.Supp. 906, 907 (D.D.C.1985).

Although the Court has broad discretion to adjudicate motions for transfer under § 1404(a), Norwood v. Kirkpatrick, 349 U.S. 29, 32, 75 S.Ct. 544, 99 L.Ed. 789 (1955), the Court may not transfer a case "from a plaintiff's chosen forum simply because another forum, in the court's view, may be superior to that chosen by the plaintiff." Pain, 637 F.2d at 783. In determining the propriety of transfer pursuant to § 1404(a), the Court considers both the private interests of the parties and the public interests of the courts:

The private interest considerations include: (1) the plaintiffs' choice of forum, unless the balance of convenience is strongly in favor of the defendants; (2) the defendants' choice of forum; (3) whether the claim arose elsewhere; (4) the convenience of the parties; (5) the convenience of the witnesses ..., but only to the extent that the witnesses may actually be unavailable for trial in one of the fora; and (6) the ease of access to sources of proof. The public interest considerations include: (1) the transferee's familiarity with the governing laws; (2) the relative congestion of the calendars of the potential transferee and transferor courts; and (3) the local interest in deciding local controversies at home.

Trout Unlimited v. Department of Agric., 944 F.Supp. 13, 16 (D.D.C.1996) (footnotes omitted).

Plaintiff's choice of forum is due substantial deference. Int'l Bhd. of Painters, 621 F.Supp. at 907; see also Gross v. Owen, 221 F.2d 94, 95 (D.C.Cir.1955) ("It is almost a truism that a plaintiff's choice of a forum will rarely be disturbed and, so far as the private interests of the litigants are concerned, it will not be unless the balance of convenience is strongly in favor of the defendant."). This is particularly true where, as here, plaintiff is a resident of the chosen forum and the activities forming the basis of the suit have a significant connection with the forum. See Nichols v. United States Bureau of Prisons, 895 F.Supp. 6, 8 (D.D.C. 1995); Eastern Air Lines, 672 F.Supp. at 526. Plaintiff is a D.C.-based law firm. Its action for breach of contract...

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