The Honorable E. Richard Webber, United Sta tes District Judge 1 for the Eastern District of Missouri, sitting by designation. The Honorable David S. Doty, United States District Judge for 2 the District of Minnesota. UNITED STATES COURT OF APPEALS

FOR THE EIGHTH CIRCUIT

_______________ No. 96-2098

_______________ Sharon Richards, * * Plaintiff-Appellant, * Appeal from the United States * District Court for the v. * District of Minnesota. * Aramark Services, Inc., f/k/a * ARA Services, Inc., * * Defendant-Appellee. *

_______________ Submitted: December 13, 1996 Filed: March 17, 1997
Before McMILLIAN and MAGILL, Circuit Judges, and WEBBER, 1 District Judge.

_______________ WEBBER, District Judge.

Shar onRichards appeals from the district court’s order s 2 dismissing her claims for improper venue and denying her mot ion for relief sought under Rule 60(b) of the Federal Rules of Civi l Proced ure after the district court granted defendants’ motion t o dismiss for improper venue. We affirm.- 2 - I.- 3 -

Shar onRichards, a Montana resident, was injured at O’Har e Inte rnational Airport in Chicago, Illinois, on October 3, 1988 , while delivering freight as a long-haul truck driver. On Se ptember 30, 1994, after the statute of limitations barred her negligenc e actionin Illinois, she filed suit in the District Court o f Minnes ota where the action was not time-barred. Named a s defendants were Ground Services, Inc. (hereinafter referred to as “GSI”), and ARA, later Aramark Services, Inc. (hereinafter r eferred to as “Aramark”). GSI moved to dismiss the action for lack o f personal jurisdiction under Rule 12(b)(2) of the Federal Rules of Civil Procedure and under Minnesota’s long-arm statute

. Additionally, both defendants moved to dismiss the action for lack of proper venue pursuant to Fed.R.Civ.P. 12(b)(3) and 28 U.S.C. § 1391(a)(3).
Richards then filed an “alternative motion” to change venue to the District Court for the Dis trict of Illinois, under 28 U.S.C. § 1404(a). Richards’ motion requested the court to transfer v enue to the Northern District of Illinois if the court first determi ned the
cou rt lacked personal jurisdiction over GSI or that venue wa s improper in Minnesota. At the beginning of a hearing on February 2, 1996, Richards’ counsel withdrew the § 1404(a) motion, but did not voluntarily dismiss GSI fr om the suit. After the hearing, the dist rict court dismissed plaintiff’s action for improper venue

. Plaintiff filed a motion for p ost-judgment relief under Rules 59, 60( a), 60(b)(1) and 60(b)(6) of the Federal Rules of Civi l Procedure. That motion was denied. On appeal, plaintiff claim s the district court abused its discretion in denying her motion for post-judgment relief under Fed.R.Civ.P. 60(b)(1).

II.- 4 -

We rev iew the district court order denying relief unde r Fed.R.Civ.P. 60(b)(1) for abuse of discretion. Abuse of dis cretion- 5 -

will be found only when the trial court’s decision is based on an erroneous view of the law or aclearly erroneous assessment of the evidence. Waible v. McDonald’ s Corp. , 935 F.2d 924, 926 (8th Cir. 1991). Abuse of discretion can occur in three principal ways: when a relevant factor that should have been give n significant weight is not cons idered; when an irrelevant or improper factor is considered and given significan t we ight; and when all proper factors, and no imprope r ones, are considered, but the court, in weighing thos e factors, commits clear error of judgment. Williams v. Carter , 10 F.3d 56 3, 566 (8th Cir. 1993) (quoting Kern v. TXO Prod. Corp. , 738 F.2d 968, 970 (8th Cir. 1984)).

Relief under Rule 60(b) is lim ited. “A district court should grant a Rule 60(b) motion `only upon an adequate showing o f exceptional circumstances.’” United States v. Tracts 10 & 11 o f Lakeview Heights , 51 F.3d 117, 120 (8th Cir. 1985) (quoting United States v. Young , 806 F.2d 805, 806 (8th Cir. 1986), cert. denied , 484 U .S. 836 (1987)); see also General Elec. Co. v. Lehnen , 97 4 F.2d 66, 67 (8th Cir. 1992) (r elief under Rule 60(b) to be granted only in exceptional cases). We find no application of an er roneous view of the law or erroneous assessment of evidence by the d istrict court, nor do exceptional circumstances justify relief under Rule 60(b)(1).

Ric hards asserts that she was entitled to Rule 60(b) relie f because of existence of confusion at the hearing on February 2 , 1996, and in the district court’s refusal to grant remedial relief. Her claim is not supported by the record. Plaintiff filed suit in Minnesota to take advantage of its statute of limitations. Onc e defendants challenged venue and personal jurisdiction, plaintif f sought, through her motion, a transfer to the Northern District of Illinois under 28 U.S.C. § 1404(a). Transfer of venue under this
se ctionwould have allowed the longer Minnesota statute o f- 6 -

limitations to be applied in I llinois. A transfer under 28 U.S.C. § 1404(a) turns on considerations of convenience and the interestIn a reverse-piercing situation, a corporate entity is se t 3 as ide so the protections and rights available to non-corporat e enti ties or individuals are made available to the corporation’ s insiders or shareholders. See In Re Schuster , 132 B.R. 604, 60 7 (Bankr. D. Minn. 1991); Miller & Schroeder, Inc. v. Gearman , 41 3 N.W.2d 194, 198-201 (Minn. Ct. App. 1987). In every case cited by Richards applying reverse pier cing under Minnesota law, relief was sough t by a shareholder of a corporation. See Cargill, Inc. v

. Hedge , 375 N.W.2d 477, 479-80 (Minn. 1985); Kuennen v. Citizen s Security Mut. Ins. Co. , 330 N.W.2d 886, 887 (Minn. 1983); Ro epke v. Western Nat’l Mut. Ins. Co. , 302 N.W.2d 350, 352-53 (Minn. 1981); State Ba nk v. Euerle Farms, Inc. , 441 N.W.2d 121, 124 (Minn. Ct

. App. 1989). Richards is admittedly not a shareholder of eithe r Aramarkor GSI. Richards cites no authority to support he r appli cationof the reverse-piercing theory to gain persona l jurisdiction over GSI through Aramark and the Court does not find anyreason for applying such a theory under the circumstances o f this action.
- 7 - of justice and when granted, the transferee forum is required t o apply the law of the transferor state. Ferens v. John Deere Co. , 494 U.S. 516, 523 (1990). However, Richards wanted to avoi d tr ansfer of venue pursuant to 28 U.S.C. § 1406(a). Under tha t section, the Illinois statute of limitations would have appl ied and her action would have clearly been time-barred.
At the hearing, Richards’ counsel argued exhaustively that s he had acquired personal jurisdic tion over GSI by a reverse-piercing, alte r-ego theory, having first acquired confessed in persona m 3 jurisdiction over Aramark. However, as the district court p roperly determined, Richards never acquired personal jurisdiction over GSIOn O ctober 31, 1988, GSI was a Delaware corporation wit h 4 principal offices in Miami, Florida. In September, 1990, all GSI stock wa s sold to Ogden Ground Services, Inc., a company that i s unrelated to Aramark. Neither GSI nor Ogden Ground Services , Inc., transactedbusiness in Minnesota nor had any contact with tha t state. Thus, the district court correctly determined that t here is no basis for in personam jurisdiction over either GSI or Ogde n Gro undServices, Inc. International Shoe Co. v. Washington , 32 6 U.S. 310, 316 (1945). - 8 - or its successor, Ogden Ground Services. At t he conclusion of the 4 arguments at the February 2 hearing, the district judge announced- 9 -

an int ent to grant the motion for lack of venue filed by defendants. When asked by Richards’ counsel if that applied t o GSI, the judge confirmed that it did, then added that “this is not the place this lawsuit ought to go on.” The court then offere d Richards’ counsel an opportunity to react and asked, “Do you want to do something now, or are yo u going to bring a subsequent motion somewhere else ?” (emphasis added). Richards’ counsel offered no oral or written motion, but suggested that the court should rul e the issue of jurisdiction “before it was appropriate to addr ess the transfer of the remaining case.” However, because the motion t o tra nsfer was withdrawn at the beginning of the court’s dismissa l hearin g, the issue was no longer before the court. On that sam e day , the district court issued a written order dismissing th e action for improper venue.

Richards filed her action in the district court of Minnesota as a harbor with a longer statute of limitations. Once ther e, when personal jurisdiction was challenged, the burden did not shift to defendants. Gould v. P.T. Krakatau Steel , 957 F.2d 573, 575 (8th Cir.)(burdenof proof is on the party seeking to establish th e court’ s in personam jurisdiction and does not shift to part y challenging jurisdiction), cer t. denied , 506 U.S. 908 (1992). The motion to dismiss for lack of personal jurisdiction filed by defendants was considered and ruled adversely to Richards

. Likewise, the district court considered the other pending motions to dismiss for improper venue. “Venue requirements exist for the benefit of defendants.” Hoover Group, Inc. v. Custom Metalcraft, Inc. , 84 F.3d 1408, 1410 (Fed. Cir. 1996) (citing VE Holdin g Corp. v. Johnson Gas Appliance Co. , 917 F.2d 1574, 1576 (Fed. Cir. 1990), cert. denied , 499 U.S. 922 (1991)). “One of the central purposes of statutory venue is to ensure that a defendant is not `hal ed into
a r emote district, having no real relationship to the dispute.’ ”- 10 -

Woodke v. Dahm , 70 F.3d 983, 985 (8th Cir. 1995)(quoting Cottma n Transmission Sys., Inc. v. Martino , 36 F.3d 291, 294 (3d Cir.- 11 -

1994))

. In this diversity action, without personal jurisdictio n over both defendants in the State of Minnesota, venue was im proper. See 28 U.S.C. § 1391(a). The district court, after concluding it hadno personal jurisdiction over GSI, properly dismissed th e act ionbecause venue was improper. All named defendants clearl y did not reside in the State of Minnesota.

Richards controlled the course of the litigation agains t Aramarkin the district court of Minnesota. She could hav e voluntarily dismissed her claims against GSI and proceeded w ith her action against Aramark, seeking, if she chose, to attempt t o transfer venue to the Northern District of Illinois under 28 U.S.C. § 1404(a), while maintaining the benefit of the Minnesota statute of limitations. She had on file a motion to transfer venue in the event the court found no personal jurisdiction existed as to GSI, but she withdrew that motion at the beginning of the hearing . When the district court later determined at the hearing that it had no personal jurisdiction over GSI, the only two pending motions in the
case w ere defendants’ motion to dismiss for lack of persona l juri sdictionover GSI and defendants’ motion to dismiss fo r improper venue. Without perso nal jurisdiction over GSI, venue was necessarily improper under 28 U.S.C. 1391(a).

Ric hards seems to be arguing that the district court shoul d have paused after ruling the p ersonal jurisdiction issue as to GSI to permit her to proffer a motion she had already withdrawn. The
cou rt entreated plaintiff to take action after indicating it wa s going to rule defendants’ motion challenging venue. A distric t court has no duty to take the action she requests. Woodke , 70 F.3d at 986, (in absence of motion by plaintiff to dismiss certai n defend ants in order to preserve venue, district court is no t required to dismiss such defendants sua sponte ).- 12 -- 13 -

Reviewof the transcript and the district court’s orde r dismis singthe action reveals a well-reasoned application of th e law by the district judge on the pending motions. We find n o abuse of discretion by the district judge in denying Richards’ mot ion for reconsideration.

The orders of the district court are affirmed.

A true copy.

Attest:

CLERK, U.S. COURT OF APPEALS, EIGHTH CIRCUIT.