1

UNITED STATES DISTRICT COURT

EASTERN DISTRICT OF MICHIGAN

SOUTHERN DIVISION

ALIXPARTNERS, LLP,

Plaintiff,

No. 14-CV-14942

vs. Hon. Gerald E. Rosen

Magistrate Judge David R. Grand

CHARLES BREWINGTON,

Defendant.

___________________________________/

AMENDED OPINION AND ORDER DENYING DEFENDANT’S MOTION 

TO DISMISS FOR LACK OF PERSONAL JURISDICTIONi

I. INTRODUCTION

On December 30, 2014, Plaintiff AlixPartners LLP, a global consulting and 

business advisory firm organized under the laws of the state of Delaware,1 filed 

this declaratory judgment action pursuant to 28 U.S.C. § 2201 against Defendant 

Charles Brewington, a Texas resident and former employee of Plaintiff. The 

 1 Plaintiff has not explicitly alleged its principal place of business. Defendant 

asserts in its Motion to Dismiss that Plaintiff’s “headquarters are in New York 

City,” based on information provided on Plaintiff’s website. Plaintiff however, 

asserts that its “founding office” is located in Southfield, Michigan. Though it is 

not critical to the ultimate determination of this Motion, the Court notes that in a 

recent 2014 action involving Plaintiff, Plaintiff alleged its principal place of 

business as Southfield, Michigan. See Pl.’s Compl., ¶ 2, AlixPartners, LLP v. 

Thompson, No. 9523-VCP (Del. Ch. 2014).

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action was precipitated by Defendant’s demand for class action arbitration against 

Plaintiff based on allegations of Plaintiff’s racial discrimination, which Defendant

filed with the American Arbitration Association (“AAA”) on November 24, 2014. 

Plaintiff claims that the arbitration clause in its employment agreement with

Defendant made no mention of a right to pursue an arbitration claim on behalf of a 

class, and accordingly Plaintiff seeks an order precluding Defendant from pursuing 

its claim via arbitration. Currently before the Court is Defendant’s Motion to 

Dismiss for lack of personal jurisdiction, improper venue, and, alternatively, for 

change of venue. Dkt # 7.

Having reviewed and considered the parties’ briefs and supporting 

documents and the entire record of this matter, the Court has determined that the 

pertinent allegations and legal arguments are sufficiently addressed in these 

materials and that oral argument would not assist in the resolution of this motion. 

Accordingly, the Court will decide the parties’ motions “on the briefs.” See L.R. 

7.1(f)(2). This Opinion and Order sets forth the Court’s ruling.

II. PERTINENT FACTS

Defendant was hired by Plaintiff in April 2013 as a recruiter for Plaintiff’s 

Dallas, Texas office. As part of his hiring, Defendant signed an Employment 

Agreement which, as relevant here, required legal actions relating to any 

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termination of his employment to be brought before the American Arbitration 

Association (“AAA”), rather than a state or federal court, for resolution. The 

relevant portion of the Agreement reads:

Except for any action by the Company seeking any injunctive relief or 

other equitable relief against you, any dispute arising out of or in 

connection with any aspect of this Agreement and/or any termination 

of employment thereunder (including by way of example but not 

limitation, disputes concerning alleged civil rights violations, 

employment discrimination of any kind including on the basis of any 

protected category under federal or state law, retaliation, wrongful 

discharge, entitlement to overtime pay, sexual harassment, breach of 

express or implied contract or tort), shall be exclusively subject to 

binding arbitration under the National Rules for the Resolution of 

Employment Disputes of the American Arbitration Association 

(“AAA”), provided all substantive rights and remedies including any 

applicable damages provided under any pertinent statute(s) related to 

such claims, the right to representation by counsel, a neutral arbitrator, 

a reasonable opportunity for discovery, a fair arbitral hearing, a 

written arbitral award containing findings of facts and conclusions of 

law, and any other provision required by law, shall be available in the 

AAA forum. Any decision of the arbitrator shall be final and binding 

as to both parties, and enforceable by any court of competent 

jurisdiction. Nothing contained herein shall prohibit you from filing 

any claim or charge with any appropriate governmental agency. You 

hereby waive your right to adjudicate claims against the Company in 

court and opt instead to arbitrate any such claims.

Employment Agreement, Dkt. # 9, Ex. A, at 4. At the time of Defendant’s hiring, 

both parties signed the Agreement without dispute.

As relevant here, Defendant’s hiring occurred between Plaintiff’s Southfield, 

Michigan office and Defendant’s Texas residence. Defendant alleges, and Plaintiff 

does not appear to dispute, that Defendant’s three in-person pre-employment 

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interviews were conducted by Plaintiff’s employees in its Dallas office. 

Brewington Decl., Dkt. # 7-1, ¶ 2 (describing interviews with Joel Bines, Jay 

Marshall, and Caralyn Markets). However, Plaintiff notes that, as part of the 

evaluation process, Defendant spoke on the telephone with Dr. Leslie Evola, an

AlixPartners employee located in Michigan, who then prepared a summary report 

of Defendant’s interviews. Severson Decl., Dkt. # 9-1, ¶ 8. Following the 

successful completion of the interview process, Defendant signed the Employment 

Agreement in Texas, and sent it to Plaintiff’s offices in Michigan, where it was 

received and processed by Plaintiff’s human resources department. Id. ¶¶ 9-11.2

 

In addition to the arbitration provision quoted above, the Employment Agreement 

signed by Defendant also contained a Michigan choice-of-law provision, stating 

that “the Agreement and its performance [is to] be construed and interpreted in 

accordance with the law of the State of Michigan.” Employment Agreement, at 4.

After being hired and completing his employment paperwork, Defendant 

began work on April 15, 2013. Brewington Decl., Dkt. # 7-1, ¶ 3. On April 22 

and 23, 2013, Defendant attended a mandatory orientation session in Plaintiff’s 

Michigan office, along with several other new employees. Orientation e-mail, Dkt. 

# 9-1; Brewington Decl., ¶ 3. Defendant then returned to Texas and worked fulltime from Plaintiff’s Dallas office. Brewington Decl., ¶ 3. While working in the 

 2 Defendant’s personnel file remains housed in Plaintiff’s Michigan office. Id. ¶ 

12.

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Dallas office, however, Defendant maintained substantial connection to Plaintiff’s 

Michigan office. Defendant was assigned primarily to recruit for Plaintiff’s 

Financial Advisory Services (“FAS”) group. Diefenbacher Decl., ¶ 5. As part of 

his duties, he worked directly with Patricia Diefenbacher, Director of Human 

Resources for AlixPartners, who worked in the Michigan office. Id. ¶¶ 2, 5. 

Defendant communicated with Diefenbacher “on many occasions” via both e-mail 

and telephone as Defendant recruited employees for various AlixPartners offices. 

Defendant also worked with Ray Kantor, Plaintiff’s Internal Audit Director, 

who also works in the Michigan office. Kantor Decl. ¶ 2-3. According to Kantor, 

“Brewington actively worked to recruit candidates to fill internal audit positions 

for which I have responsibility as Internal Audit Director in AlixPartners’

Southfield, Michigan office.” Id. ¶ 3.3

 A September 6, 2013 e-mail sent by 

Defendant to Kantor provides substantial evidence for this statement. In the email, Defendant provided for Kantor a list of six individuals that Defendant had 

identified for Plaintiff’s “Detroit Internal Audit Manager” position. September 6, 

 3 Defendant appears to contest this. He asserts that he “never recruited employees 

for positions in Detroit” and that his recruiting “tended to involve four cities—

Chicago, New York City, Los Angeles, and Dallas.” Brewington Decl., Dkt. # 7-1, 

¶ 4. The record, however, clearly belies this assertion, as Plaintiff has produced 

e-mail documentation of Defendant’s work in recruiting the city of Detroit. But 

regardless of this, on a motion to dismiss for lack of personal jurisdiction, the 

Court “must review the pleadings and affidavits in the light most favorable to 

Plaintiff[], without considering the ‘controverting’ assertions of the Defendant[].” 

Intera Corp. v. Henderson, 428 F.3d 605, 614 (6th Cir. 2005).

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2013 e-mail, Dkt. # 9-2, Ex. A. Defendant further stated, “In addition, I’ve 

reached out to an additional 55+ Audit Staff, Seniors, and light Managers in the 

Detroit Metro area and will continue networking with them based on their 

availability to connect . . . I’m on vacation today, however the activity will 

continue once I return next week.” Id. In a November 18, 2013 follow-up e-mail 

from Defendant to Kantor, Defendant stated, “I believe we’re making strides in the 

Detroit Internal Audit Manager search . . . I believe I’ve connected with close to 

50% of the Detroit Audit Big 4 population . . . I’ll continue networking with the 

Detroit/Southfield market.” November 18, 2013 e-mail, Dkt. #9-3, Ex. A. All of 

the e-mail servers that were used by Defendant in sending these e-mails were 

located in Plaintiff’s Michigan office. Gruber Decl., Dkt. # 9-4, ¶ 3.

After about a year of employment with Plaintiff, Defendant was terminated 

in March 2014. The parties disagree as to the reasons for the termination. Plaintiff 

maintains that the termination was due to repeated “deficiencies in [Defendant’s]

performance.” Pl.’s Mot. for Summary Judgment, Dkt. # 11, at 2 n.1. Defendant, 

however, alleges that the termination was racially motivated and unlawful. 

Accordingly, Defendant filed a demand for arbitration with the AAA alleging 

claims of racial discrimination under Title VII. Critically, however, Defendant did 

not file the demand on behalf of only himself, but rather, as Plaintiff described the 

demand, “on behalf of himself and a purported, nation-wide class of current, 

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former, and potential AlixPartners employees in various positions and 

circumstances.” Id. at 3.

In response, Plaintiff filed this declaratory judgment action, asserting that it 

“is entitled to a declaration that, as a matter of law under the Federal Arbitration 

Act, the parties’ Agreement, and the controlling precedent of this circuit, 

[Defendant] is precluded from pursuing claims in arbitration on behalf of any 

absent individual or purported class, whether in the AAA arbitration already filed 

or in any other arbitration forum, because AlixPartners did not agree to, and the 

parties’ Agreement does not authorize, the arbitration of disputes on a class basis.” 

Pl.’s Compl., Dkt. # 1, ¶ 28.

Defendant subsequently filed this Motion to Dismiss (Dkt. # 7), asserting 

that (1) the Court lacks personal jurisdiction over Defendant, (2) the Eastern 

District of Michigan is not the proper venue for this action, and (3) in the 

alternative, the Court should transfer the case to another district pursuant to 28 

U.S.C. § 1404(a). The Court addresses each argument below.

III. DISCUSSION

A. Rule 12(b)(2) Standard

On a motion to dismiss for lack of personal jurisdiction pursuant to Fed. R. 

Civ. P. 12(b)(2), Plaintiff has the burden of establishing that the exercise of 

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jurisdiction over the defendant is proper. Neogen Corp. v. Neo Gen Screening, 

Inc., 282 F.3d 883, 887 (6th Cir. 2002). Where, as here, there has been no 

evidentiary hearing regarding personal jurisdiction, a plaintiff “need only make a 

prima facie showing of jurisdiction.” Id. (quoting CompuServe, Inc. v. Patterson, 

89 F.3d 1257, 1262 (6th Cir. 1996)) (internal quotation marks omitted). However, 

it is insufficient for a plaintiff to merely reassert the allegations contained in its

pleadings. Theunissen v. Matthews, 935 F.2d 1454, 1458 (6th Cir. 1991). The 

plaintiff must articulate specific facts to show that the court has jurisdiction. Id.

The court must then consider all of the facts presented in the pleadings and 

affidavits in a light most favorable to the plaintiff, and does not weigh any contrary 

assertions offered by the defendant. Intera Corp. v. Henderson, 428 F.3d 605, 614 

(6th Cir. 2005). 

In federal question cases where the law at issue does not contain a 

nationwide service of process provision, the court must follow Rule 4(k) of the 

Federal Rules of Civil Procedure, which “limits a court’s exercise of personal 

jurisdiction to persons who can be reached by the forum state’s long-arm statute.” 

Alisoglu v. Cent. States Thermo King of Oklahoma, Inc., No. 12-CV-10230, 2012 

WL 1666426, at *3 (E.D. Mich. May 11, 2012) (citing Omni Capital Int’l v. Rudolf 

Wolff & Co., 484 U.S. 97, 108 (1987)). Accordingly, the Court’s analysis here 

proceeds as it would in a diversity case, assessing personal jurisdiction under both 

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Michigan’s long-arm statute and the Due Process Clause of the Fourteenth 

Amendment. See Bird v. Parsons, 289 F.3d 865, 871 (6th Cir. 2002) (“Where a 

federal court’s subject matter jurisdiction over a case stems from the existence of a 

federal question, personal jurisdiction over a defendant exists ‘if the defendant is 

amenable to service of process under the [forum] state’s long-arm statute and if the 

exercise of personal jurisdiction would not deny the defendant[] due process.’”

(alterations in original) (quoting Mich. Coalition of Radioactive Material Users, 

Inc. v. Griepentrog, 954 F.2d 1174, 1176 (6th Cir. 1992))).

B. The Court Has Personal Jurisdiction Over Defendant Under Michigan’s 

Long-Arm Statute and the Due Process Clause of the Fourteenth Amendment

Michigan’s long-arm statute provides for both “limited” jurisdiction over 

individuals pursuant to M.C.L. § 600.705 and “general” jurisdiction over 

individuals pursuant to M.C.L. § 600.701.4

 Plaintiff does not allege that Defendant 

is subject to general jurisdiction in Michigan, and therefore the Court considers 

only limited jurisdiction here. As § 600.705 provides, limited jurisdiction in 

Michigan is very broad.

 4 As explained by the Sixth Circuit, “[l]imited jurisdiction extends only to claims 

arising from the defendant’s activities that were either within Michigan or had an 

in-state effect. General jurisdiction, on the other hand, enables a court in Michigan 

to exercise jurisdiction over a corporation regardless of whether the claim at issue 

is related to its activities in the state or has an in-state effect.” Neogen, 282 F.3d at 

888 (citation omitted).

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The existence of any of the following relationships between an 

individual or his agent and the state shall constitute a sufficient basis 

of jurisdiction to enable a court of record of this state to exercise 

limited personal jurisdiction over the individual and to enable the 

court to render personal judgments against the individual or his 

representative arising out of an act which creates any of the following 

relationships: 

(1) The transaction of any business within the state. 

(2) The doing or causing an act to be done, or consequences to occur, 

in the state resulting in an action for tort. 

(3) The ownership, use, or possession of real or tangible personal 

property situated within the state. 

(4) Contracting to insure a person, property, or risk located within this 

state at the time of contracting. 

(5) Entering into a contract for services to be rendered or for materials 

to be furnished in the state by the defendant. 

(6) Acting as a director, manager, trustee, or other officer of a 

corporation incorporated under the laws of, or having its principal 

place of business within this state. 

(7) Maintaining a domicile in this state while subject to a marital or 

family relationship which is the basis of the claim for divorce, 

alimony, separate maintenance, property settlement, child support, or 

child custody.

M.C.L. § 600.705. Though it appears clear that Defendant’s actions satisfy the 

statute,5 the Court need not even delve into the inquiry, as the Michigan Supreme 

 5 Michigan’s long-arm statute has been uniformly interpreted to cast an extremely 

wide net. For example, “the transaction of any business within the state” necessary 

to satisfy subsection (1) is established by “the slightest act of business in 

Michigan.” Lanier v. Am. Bd. of Endodontics, 843 F.2d 901, 906 (6th Cir. 1988) 

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Court has construed Michigan’s limited jurisdiction statute with respect to 

individuals “as extending the state’s jurisdiction to the farthest limits permitted by 

due process.” Sifers v. Horen, 188 N.W.2d 623, 623-24 (Mich. 1971). And “when 

a state’s long-arm statute reaches as far as the limits of the Due Process Clause, the 

two inquiries merge and the court ‘need only determine whether the assertion of 

personal jurisdiction . . . violates constitutional due process.’” Aristech Chem. Int’l 

Ltd. v. Acrylic Fabricators Ltd., 138 F.3d 624, 627 (6th Cir. 1998) (emphasis in 

original) (quoting Nationwide Mut. Ins. Co. v. Tryg Int’l Ins. Co., 91 F.3d 790, 793 

(6th Cir.1996). Accordingly, the Court proceeds directly to the constitutional 

analysis.

In order to determine whether a court has specific jurisdiction over a 

nonresident defendant, a court must “focus[] on the ‘relationship among the 

defendant, the forum, and the litigation.’” Keeton v. Hustler Magazine, Inc., 465 

U.S. 770, 775 (1984) (quoting Shaffer v. Heitner, 433 U.S. 186, 204 (1977)). As 

the Supreme Court has reiterated for nearly three-quarters of a century, this inquiry 

centers on the Due Process Clause’s requirement that a defendant have “certain 

minimum contacts” with the forum state such that the defendant being haled into 

court in the forum state does not offend “traditional notions of fair play and 

 

(citing Sifers, 188 N.W.2d at 624 n.2); see also Neogen, 282 F.3d at 888. “The 

word ‘any’ means just what it says. It includes ‘each’ and ‘every’ . . . It 

comprehends the ‘slightest.’” Lanier, 843 F.2d at 906 (quoting Sifers, 188 N.W.2d 

at 624 n.2).

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substantial justice.” Int’l Shoe Co. v. Washington, 326 U.S. 310, 316 (quoting 

Milliken v. Meyer, 311 U.S. 457, 463 (1940)) (internal quotation marks omitted); 

see also Walden v. Fiore, ___ U.S. ___, 134 S. Ct. 1115, 1121-24 (2014). Though 

there is no exact formula for determining whether such minimum contacts are 

present, see S. Mach. Co. v. Mohasco Indus., Inc., 401 F.2d 374, 381 (6th Cir. 

1968) (describing the standard as “hardly a precise and definitive” one), there is no 

shortage of pages in the United States Reports dedicated to articulating the 

standard. Minimum contacts exist when “the defendant’s conduct and connection 

with the forum state are such that he should reasonably anticipate being haled into 

court there.” World–Wide Volkswagen Corp., v. Woodson, 444 U.S. 286, 297 

(1980). Further, it is necessary that the defendant “purposefully avail itself of the 

privilege of conducting activities within the forum state, thus invoking the benefits 

and protections of its laws.” Burger King Corp. v. Rudzewicz, 471 U.S. 462, 475 

(1985) (quoting Hanson v. Denckla, 357 U.S. 235, 253 (1958)) (internal quotation 

mark omitted). Most recently, the Walden Court emphasized that “the relationship 

must arise out of contacts that the ‘defendant himself’ creates with the forum 

State,” and not “contacts between the plaintiff (or third parties) and the forum 

State,” no matter how substantial. Walden, 134 S. Ct. at 1122 (quoting Burger 

King, 471 U.S. at 475). 

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The Sixth Circuit has partitioned the minimum contacts analysis into a threepart test:

First, the defendant must purposefully avail himself of the privilege of 

acting in the forum state or causing a consequence in the forum state. 

Second, the cause of action must arise from the defendant’s activities

there. Finally, the acts of the defendant or consequences caused by the 

defendant must have a substantial enough connection with the forum 

state to make the exercise of jurisdiction over the defendant 

reasonable.

S. Mach., 401 F.2d at 381. “The test must never be applied mechanically, 

however, . . . [and] the facts of each individual case must always be weighed in 

determining whether an exercise of personal jurisdiction would comport with fair 

play and substantial justice.” Int’l Technologies Consultants, Inc. v. Euroglas S.A., 

107 F.3d 386, 395 (6th Cir. 1997).

1. Defendant Purposefully Availed Himself of the Privilege of Acting in 

Michigan

“‘[P]urposeful availment’ is something akin to a deliberate undertaking to do 

or cause an act or thing to be done in [the forum state] or conduct which can be 

properly regarded as a prime generating cause of the effects resulting in [the forum 

state], something more than a passive availment of [the forum state’s] 

opportunities.” S. Mach., 401 F.2d at 381 (quoting Khalaf v. Bankers & Shippers 

Ins. Co., 273 N.W.2d 811, 819 (Mich. 1978)) (internal quotation marks omitted). 

The connections between the defendant and the forum state must be “more than 

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‘random, fortuitous, or attenuated.’” Id. at 892 (quoting Burger King, 471 U.S. at 

475). When the defendant has “engaged in significant activities within a State or 

has created continuing obligations between himself and residents of the forum, he 

manifestly has availed conducting business there, and because his activities are 

shielded by the benefits and protections of the forum’s laws it is presumptively not 

unreasonable to require him to submit to the burdens of litigation in that forum as 

well.” Burger King, 471 U.S. at 476 (internal quotation marks omitted).

Because the purposeful availment test is admittedly murky, the best 

approach is often to compare and contrast the facts of the case with that of 

factually similar cases, always recognizing that the particular circumstances of 

each case is unique. Here, several in-circuit cases provide an indication that 

Defendant’s conduct constitutes purposeful availment in Michigan. First, in Kelly 

Servs. v. Eidnes, 530 F. Supp. 2d 940 (E.D. Mich. 2008), the plaintiff, a Delaware 

corporation with its principal place of business in Michigan, hired the defendant, a 

Minnesota resident, to perform legal staffing services for the plaintiff in Minnesota 

markets. Id. at 944-45. As part of her hiring, the defendant signed an agreement 

that prohibited her from using trade secrets possessed by plaintiff in any 

subsequent employment. Id. at 945. When the defendant quit her job and began 

working for a direct competitor, the plaintiff brought suit, alleging a violation of 

Michigan’s Uniform Trade Secrets Act, M.C.L. § 445.1901 et seq. Id. The 

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defendant moved to dismiss the case for lack of personal jurisdiction, arguing that 

“she is a resident of Minnesota and has come to Michigan once, for a training 

session entirely unrelated to her job with [the plaintiff].” Id. at 946. The court 

found that personal jurisdiction over the defendant was present, noting that the 

defendant “accessed a Michigan-based computer server and database networks as 

part of her job responsibilities” and that “as evidence by the e-mails and phone 

logs produced by plaintiff . . . [the defendant] had at least semi-regular contact with 

Michigan-based supervisors during the course of her employment with [the 

plaintiff]. Id.

Also instructive is Superior Consulting Co. v. Walling, 851 F. Supp. 839, 

843 (E.D. Mich. 1994). Like Eidnes, that case also involved a corporate plaintiff 

based in Michigan. Id. at 841. The defendant, a Texas resident, worked in the 

plaintiff’s Dallas office, and signed a non-compete agreement as well as an 

agreement limiting him from disclosing any confidential or proprietary information 

he acquired during the course of his employment. Id. at 842. The defendant

eventually left his job to work with competitor Ernst & Young, and the plaintiff

subsequently filed suit in the Eastern District of Michigan, alleging breach of 

contract. Id. at 843. In finding that the defendant had purposefully availed himself 

of the forum state, the court noted that the defendant had made trips to Michigan as 

part of his employment and maintained “contact with the Michigan office via 

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telephone, voice mail, telefax, mail, and e-mail.” Id. at 844. Likewise, the 

defendant had initially executed his employment contract both “in Michigan, as 

well as by mail and phone calls from Texas to Michigan.” Id. at 843. Further, the 

court found relevant that the defendant had “performed work for a Michigan client 

on at least one occasion” and that the employment contract contained a Michigan 

choice-of-law provision, which “should not be ignored in considering whether a 

defendant has ‘purposefully invoked the benefits and protections of a State’s law’

for jurisdictional purposes.” Id. at 844 (quoting Burger King, 471 U.S. at 482) 

(internal quotation marks omitted).6

Last, in Santa Rosa Consulting, LLC v. Arredondo, No. 09-CV-13368, 2009 

WL 5171837 (E.D. Mich. Dec. 22, 2009), a Michigan corporation likewise sued a 

former employee who was a Texas resident, alleging a breach of the employment 

contract that the two had reached. Id. at *1-2. As in Eidnes and Walling, the court 

found that the purposeful availment prong was satisfied because the defendant’s

contract negotiations occurred both in Michigan and “via telephone and e-mail,”

the defendant had traveled to Michigan once after beginning his employment to 

 6 Though not discussed by the parties, it is worth mentioning that the Walling court 

specifically noted that actions performed by employees on behalf of their 

employers can be considered for personal jurisdiction purposes. Id. at 845; see 

also Balance Dynamics Corp. v. Schmitt Indus., Inc., 204 F.3d 683, 698 (6th Cir. 

2000) (“[T]he mere fact that the actions connecting defendants to the state were 

undertaken in an official rather than personal capacity does not preclude the 

exercise of personal jurisdiction over those defendants.”).

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make a sales presentation on behalf of the plaintiff, the defendant had frequent 

telephone and e-mail contact with the plaintiff in its Michigan office, and the 

defendant’s e-mails were housed on servers located in Michigan. Id. at *4.

The instant case, though not identical to Eidnes, Walling, or Arredondo, is 

strikingly similar. As in all three cases, Defendant here “had at least semi-regular 

contact with Michigan-based supervisors during the course of [his] employment” 

with Plaintiff. Eidnes, 530 F. Supp. 2d at 947. As in Arredondo, Defendant here 

made e-mail and telephone contact with Plaintiff’s Michigan office to secure his 

contract and employment, important considerations despite the fact that Defendant 

was not physically present in Michigan when he signed the contract. See Burger 

King, 471 U.S. at 476 (“Jurisdiction . . . may not be avoided merely because the 

defendant did not physically enter the forum State. Although territorial presence 

frequently will enhance a potential defendant’s affiliation with a State . . . it is an 

inescapable fact of modern commercial life that a substantial amount of business is 

transacted solely by mail and wire communications across state lines, thus 

obviating the need for physical presence within a State in which business is 

conducted.”). As in Walling, that contract contained a Michigan choice-of-law 

provision, implying purposeful availment of the state’s legal protections. As in 

Eidnes, Defendant attended a training session in Michigan in order to begin his 

employment. As in Walling, Defendant conducted work for Michigan clients by 

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recruiting Michigan candidates for Plaintiff’s “Detroit Internal Audit Manager” 

position. And as in Eidnes and Arredondo, Defendant sent and received e-mails 

contained on servers located entirely in Michigan. At bottom, Defendant’s 

contract and job duties appeared to “envision[] continuing and wide-reaching 

contacts” between himself and Michigan through his employment with Plaintiff. 

Burger King, 471 U.S. at 480. Put together, each of these facts indicates that 

Defendant established connections with Michigan and availed himself of the 

forum.

7

2. The Action Arises from Defendant’s Contacts with Michigan

Next, given that the Court has found that Defendant has purposefully availed 

himself of the forum state, the Court must examine whether the action in the 

instant case arises from the connections constituting purposeful availment. “The 

 7 Defendant, in rejecting the similarity of this case to Eidnes, Walling, and 

Arredondo, relies heavily on Aysling, L.L.C. v. Mejia, No. 13-13027, 2014 WL 

545816 (E.D. Mich. Feb. 11, 2014), another case involving an employer bringing 

suit against a former employee for violation of a non-compete agreement. Id. at 

*1. There are several distinctions that limit the applicability of that case here. 

First, it analyzed personal jurisdiction only based on Michigan’s long-arm statute, 

without even reaching the Due Process Clause “minimum contacts” test. Id. at *1-

3. But more importantly, the defendant in that case never voluntarily entered into 

employment with any company with ties to Michigan; he worked in Florida for a 

Florida company that was eventually acquired by the plaintiff. Id. at *1. The 

defendant was then required by the plaintiff to perform work in Michigan. Id.

While the defendant signed an employment agreement with the plaintiff when it 

acquired the defendant’s original employer, the court found that the agreement was 

signed under duress, and accordingly was unenforceable and could not be 

considered in the personal jurisdiction analysis. Id. at *1, 3.

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only requirement is that the cause of action, of whatever type, have a substantial 

connection with the defendant’s in-state activities.” S. Mach., 401 F.2d at 384; see 

also Third Nat. Bank in Nashville v. WEDGE Grp. Inc., 882 F.2d 1087, 1091 (6th 

Cir. 1989) (describing qualifying facts as those that have a “close relationship” 

with the action). Here, the action is a declaratory judgment action seeking to 

determine the rights granted under the employment contract between the parties. 

Accordingly, facts such as Defendant’s returning of contract documentation to 

Michigan, communicating regularly with Plaintiff in Michigan, agreeing to a 

Michigan choice-of-law provision, and participating in an orientation session in 

Michigan that was directly related to the start of his employment are all clearly 

connected to the issues raised in the action. See Cole v. Mileti, 133 F.3d 433, 436 

(6th Cir. 1998) (“If, as here, a nonresident defendant transacts business by 

negotiating and executing a contract via telephone calls and letters to a [forum 

state] resident, then the defendant has purposefully availed himself of the forum by 

creating a continuing obligation in [the forum state]. Furthermore, if the cause of 

action is for breach of that contract, as it is here, then the cause of action naturally 

arises from the defendant’s activities in [the forum state].”). Other facts, such as 

Defendant’s consistent communications with Plaintiff’s Michigan office, though 

not as directly related, are still part of his decision to connect himself with the 

forum.

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Defendant maintains that, because Plaintiff has not clearly established that 

its principal place of business is in Michigan, it cannot show that Defendant’s 

conduct in Michigan is sufficiently related to the action. This does not follow. 

Defendant fails to cite any such requirement, and the Court is not aware of any 

case describing one. Indeed, as the Supreme Court has recently reiterated, the 

touchstone of personal jurisdiction under the Due Process Clause is that it “looks to 

the defendant’s contacts with the forum State itself, not the defendant’s contacts 

with persons who reside there.” Walden, 134 S. Ct. at 1122. Regardless of 

Plaintiff’s status as a forum resident, Defendant’s actions established connections 

with Michigan, and those connections gave rise to this action.

3. The Exercise of Jurisdiction Over Defendant is Reasonable

Last, under the third requirement of the Southern Machine test, “the acts of 

the defendant or consequences caused by the defendant must have a substantial 

enough connection with the forum state to make the exercise of jurisdiction over 

the defendant reasonable.” S. Mach., 401 F.2d at 381. “This requirement exists 

because minimum requirements inherent in the concept of fair play and substantial 

justice may defeat the reasonableness of jurisdiction even if the defendant has 

purposefully engaged in forum activities.” Air Products & Controls, Inc. v. 

Safetech Int’l, Inc., 503 F.3d 544, 554 (6th Cir. 2007) (quoting Burger King, 471 

U.S. at 477-78) (internal quotation marks omitted). “[W]here, as here, the first two 

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criteri[a] are met, ‘an inference of reasonableness arises’ and ‘only the unusual 

case will not meet this third criteri[on].’” Id. (quoting Theunissen v. Matthews, 

935 F.2d 1454, 1461 (6th Cir. 1991)). Several factors are often considered, 

including “(1) the burden on the defendant; (2) the interest of the forum state; (3) 

the plaintiff’s interest in obtaining relief; and (4) other states’ interest in securing 

the most efficient resolution of the policy.” Id. at 554-55.

The Court does not find any of these factors overwhelming in this case. 

Defendant asserts that the burden placed on him by litigating this case in Michigan

is high, and opines that Plaintiff “has essentially usurped Brewington’s choice to 

litigate this employment dispute in Dallas by filing this declaratory judgment 

action in Michigan.” Def.’s Mot. to Dismiss, Dkt # 7, at 9. But Plaintiff here does 

not seek to usurp Defendant’s choice of forum on the merits of its underlying 

discrimination claim; rather it seeks to resolve a potentially “gateway” arbitration 

issue, “such as whether the parties have a valid arbitration agreement at all or 

whether a concededly binding arbitration clause applies to a certain type of 

controversy,” Green Tree Fin. Corp. v. Bazzle, 539 U.S. 444, 452 (2003); the type 

of dispute that is typically resolved through a declaratory judgment action. See

Reed Elsevier, Inc. ex rel. LexisNexis Div. v. Crockett, 734 F.3d 594, 599 (6th Cir. 

2013) (“[T]he question whether an arbitration agreement permits classwide 

arbitration is a gateway matter, which is reserved ‘for judicial determination unless 

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the parties clearly and unmistakably provide otherwise.’” (quoting Howsam v. 

Dean Witter Reynolds, Inc., 537 U.S. 79, 83 (2002)). Regardless of the outcome of 

this action, Defendant will still have the chance to litigate the merits of his claim in 

his forum of choice, either through arbitration or alternatively a separate court 

action (should this Court eventually find that the parties’ Agreement does not 

allow for classwide arbitration).

8

 While this Court may not be the most convenient 

forum for Defendant, it is a reasonable one given that the contract was formed, and 

partly carried out, in Michigan. Accordingly, the Court does not find that the usual 

inference of reasonableness has been overcome by any factors raised by the parties.

C. Venue in the Eastern District of Michigan is Appropriate

Next, Defendant asserts that venue is improper in the Eastern District of 

Michigan, primarily because “the declaratory judgment sought by Alix relates to 

what Brewington may or may not allege in an employment discrimination case 

pending before the AAA with a hearing scheduled for Dallas.” Def.’s Mot. to 

Dismiss, at 10. 

Venue in federal question cases is governed by 28 U.S.C. § 1391(b). Under 

that statute,

A civil action may be brought in--

 8 Whether the classwide arbitration is available under the parties’ agreement and, 

alternatively, whether that question must be answered by the arbitrator herself, are 

questions raised in a separate Motion for Summary Judgment brought by Plaintiff. 

Dkt. # 11. The Court will rule separately on that Motion. 

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(1) a judicial district in which any defendant resides, if all defendants 

are residents of the State in which the district is located;

(2) a judicial district in which a substantial part of the events or 

omissions giving rise to the claim occurred, or a substantial part of 

property that is the subject of the action is situated; or

(3) if there is no district in which an action may otherwise be brought 

as provided in this section, any judicial district in which any defendant 

is subject to the court’s personal jurisdiction with respect to such 

action.

Venue is determined “at the commencement of an action.” Sullivan v. Tribley, 602 

F. Supp. 2d 795, 799 (E.D. Mich. 2009). Plaintiff bears the initial burden of 

establishing venue. Kepler v. ITT Sheraton Corp., 860 F. Supp. 393, 396 (E.D.

Mich. 1994). Upon this showing, the burden shifts to the defendant to “establish[] 

that venue is improper.” Eidnes, 530 F. Supp. 2d at 948.

While Defendant may be correct that “a substantial part of the events or 

omissions giving rise to” Defendant’s employment discrimination allegations

occurred in Texas, the substance of those allegations is not a part of the declaratory 

judgment action here. Instead, this declaratory judgment action solely involves 

“the question of whether the parties agreed to arbitrate” any class action 

employment claims. AT & T Technologies, Inc. v. Commc’ns Workers of Am., 475 

U.S. 643, 649 (1986). The events giving rise to Defendant’s employment 

discrimination claim, which are not even discussed in the parties’ briefings or 

supporting documents, are wholly irrelevant to the resolution of that question, and 

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indeed, this Court would likely not be the proper venue for those claims. But 

because of the connections between the formation, execution, and enforcement of 

the contract and this District, the Court finds that “a substantial part of the events 

or omissions giving rise to the claim” did occur in this District, as discussed above 

regarding personal jurisdiction. Accordingly, the Court finds that venue in this 

District, pursuant to 28 U.S.C. § 1391, is proper.

D. Transfer of the Case is Not Warranted

Last, Defendant requests that, even if the Court has personal jurisdiction 

over him and the Eastern District of Michigan is a proper venue, the Court transfer 

the case to the Northern or Eastern District of Texas, pursuant to 28 U.S.C. 

§ 1404(a), which allows 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 or to any district or division to which 

all parties have consented.” “The statute is broadly drafted, and leaves much to the 

discretion of the district court.” Walling, 851 F. Supp. at 845 (citing Wright, 

Miller & Cooper, Federal Practice and Procedure: Jurisdiction 2d § 3847). In 

exercising such discretion, courts in this Circuit typically rely on a number of 

factors, including:

(1) the convenience of witnesses; (2) the location of relevant 

documents and relative ease of access to sources of proof; (3) the 

convenience of the parties; (4) the locus of the operative facts; (5) the 

availability of process to compel the attendance of unwilling 

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witnesses; (6) the relative means of the parties; (7) the forum’s 

familiarity with the governing law; (8) the weight accorded the 

plaintiff’s choice of forum; and (9) trial efficiency and the interests of 

justice, based on the totality of the circumstances. 

IFL Group v. World Wide Flight Services, 306 F. Supp. 2d 709, 712 (E.D. Mich.

2004).

While a plaintiff typically enjoys a measure of deference in choice of forum, 

the Court recognizes that plaintiffs in declaratory judgment actions sometimes do 

not receive the same protection with regard to § 1404(a) determinations. In most 

declaratory judgment actions, the plaintiff brings the case “because it has perceived 

a threat of suit. Therefore, its posture before the court is more akin to a defendant

than an ordinary plaintiff seeking relief.” Zimmer Enterprises, Inc. v. Atlandia 

Imports, Inc., 478 F. Supp. 2d 983, 990 (S.D. Ohio 2007). But this case does not 

involve the typical “race to the courthouse” scenario where the plaintiff of the 

declaratory judgment case seeks resolution of the identical question that the 

defendant of the declaratory judgment suit would have sought in its own separate 

action. Instead, Plaintiff in this case seeks resolution of whether arbitration is 

appropriate for the Defendant’s claim. Thus, Plaintiff here did not steal the 

opportunity for Defendant to select the forum of the underlying action -- that 

underlying action will eventually be heard in the forum of Defendant’s preference, 

as explained above.

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Examining the other factors, the Court finds no compelling argument 

warranting transfer. The question presented is predominantly a legal one that does 

not rely on facts or documents located in one forum. If anything, the operative 

facts relate to the formation of the Agreement between the parties, and most of the 

witnesses and documents relating to that Agreement appear to be located in 

Michigan. At the very least, transfer would appear to “exchange[] the 

inconvenience of one party for that of the other. Walling, 851 F. Supp. at 845. 

Last, the agreement contains a Michigan choice-of law provision, and this Court 

likely has greater familiarity with the governing law than would a federal court in 

Texas. Accordingly, the Court finds that transfer pursuant to § 1404(a) is not 

warranted.

IV. CONCLUSION

For all of the foregoing reasons, 

IT IS HEREBY ORDERED that Defendant’s Motion to Dismiss (Dkt. # 7)

is DENIED.

IT IS SO ORDERED.

Dated: September 9, 2015 s/Gerald E. Rosen

Chief Judge, United States District Court

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I hereby certify that a copy of the foregoing document was served upon the parties 

and/or counsel of record on September 9, 2015, by electronic and/or ordinary mail.

s/Julie Owens

Case Manager, (313) 234-5135

 i The original Opinion and Order entered on September 04, 2015 in Footnote No. 1 incorrectly 

included the text “See also”. This is a non-substantive correction.

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