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defendanttrialmotioncorporation
contractbreach of contractplaintiffdefendanttrialmotionwill

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Pennwalt Corp. v. Purex Industries, Inc., 659 F.Supp. 287

Facts

This case arises from a stock purchase agreement between Pennwalt Corporation and defendants Purex Industries, Inc. and TP Industrial, Inc. Pennwalt claims that the unaudited pro forma operating statement provided by the defendants contained inaccuracies that led to an inflated purchase price for the stock of Turco Purex Industrial Corp. and Turco Products, Inc. The defendants moved to transfer the case to California, where most of the relevant parties and documents are located.

This case arises out of a stock purchase agreement entered into between plaintiff Pennwalt and defendants Purex and TPI. The agreement provided for the purchase by Pennwalt of all the issued and outstanding capital stock of Turco Purex Industrial Corp. and Turco Products, Inc. (collectively “Turco”). In its complaint, Pennwalt claims breach of contract, negligent misrepresentation, and fraud with respect to the agreement.

Issue

Whether the case should be transferred from Delaware to the Central District of California under 28 U.S.C. § 1404(a) for the convenience of the parties and witnesses.

Whether the case should be transferred from Delaware to the Central District of California under 28 U.S.C. § 1404(a) for the convenience of the parties and witnesses.

Rule

Under 28 U.S.C. § 1404(a), a district court may transfer a civil action to another district for the convenience of parties and witnesses, and in the interest of justice, if venue is proper in the proposed transferee district.

Section 1404(a) provides: 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.

Analysis

The court analyzed the convenience of the parties and witnesses, noting that most of the relevant witnesses and documents were located in California. Although Pennwalt's choice of forum was considered, the court found that the burden on the defendants, who were a small company in liquidation, would be significantly greater if the case were to remain in Delaware. The court also emphasized the importance of having live witnesses available for trial, which would be more feasible in California.

The record in this case indicates that the inconvenience defendant Purex would bear if compelled to litigate in this District is significantly greater than that plaintiff Pennwalt would bear if the Court permits transfer to California.

Conclusion

The court concluded that the motion to transfer the case to the Central District of California was granted, as the factors weighed strongly in favor of transfer.

Accordingly, defendants' motion to transfer this action to the Central District of California will be granted.

Who won?

Defendants Purex Industries, Inc. and TP Industrial, Inc. prevailed in the motion to transfer due to the significant inconvenience that would be imposed on them if the case remained in Delaware.

Defendants Purex and TPI must therefore make the showing required by Shutte before the Court may grant the motion to transfer. Defendants have met their burden.

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