UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF INDIANA

FORT WAYNE DIVISION

BROADRIDGE SECURITIES )

PROCESSING SOLUTIONS, INC., )

and INVESTIGO CORPORATION, )

)

Plaintiffs, )

)

v. ) Case No. 1:14-CV-167

)

WRP INVESTMENTS, INC., )

)

Defendant. )

OPINION AND ORDER

This breach of contract dispute is before the Court on Defendant WRP Investments,

Inc.’s motion to transfer this action to the Northern District of Ohio, the district where WRP

maintains its principal place of business. (Docket # 14.) WRP argues that transfer is appropriate

due to that venue’s convenience for the parties and witnesses, and because the interests of justice

favor transfer. 

Plaintiffs Broadridge Securities Processing Solutions, Inc., and Investigo Corporation

(collectively “Broadridge”) dispute WRP’s motion, arguing that all of the convenience and

interests of justice factors are either neutral or favor this Court maintaining the action. (Docket #

19.) WRP has filed its reply (Docket # 22); thus, the matter is ripe for ruling. For the following

reasons, WRP’s motion will be DENIED.

I. FACTUAL AND PROCEDURAL BACKGROUND

Broadridge Financial Solutions, Inc., is a multinational corporation providing data

aggregation and advisor practice management software solutions to the financial services

industry. (Pls.’ Resp. 1-2.) The Plaintiffs, Broadridge Securities Processing Solutions, Inc., and
Investigo Corporation, are subsidiaries of Broadridge Financial, with the former being a

Delaware corporation maintaining its principal place of business in New Jersey, and the latter

being a Minnesota corporation with a principal place of business in Fort Wayne, Indiana. (Dft.’s

Mot. 3-4.) Although Broadridge Financial has in excess of 5,000 employees, only about 50 work

for Investigo in Fort Wayne, Indiana. (Dft.’s Mot. 4; Pls.’ Resp. 1.)

By comparison, WRP is a broker-dealer with twenty-three employees operating out of a

single office in Youngstown, Ohio. (Dft.’s Mot. 4.) Although WRP generates far less annual

revenue than Broadridge, it is quite successful and does not claim financial constraints. (Pls.’

Resp. 4.)

In 2010, Alan Giancaterino, then a Vice President at Broadridge, contacted WRP about

acquiring its data management software services; WRP had previously used Albridge, Inc.

(Dft.’s Mot. 4-5.) After extensive multi-year negotiations, most of which occurred either via

email or phone (with a small amount taking place at WRP’s office), the parties entered into a

contract in March 2012. (Dft.’s Mot. 4; Pls.’ Resp. 2.) In its simplest terms, Broadridge agreed

to create and license a web-based software platform to help with WRP’s management of its

investment information. (Pls.’ Resp. 2.)

In order for Broadridge to create the software platform, WRP was required to transfer all

of its historical data from Albridge to a file transfer protocol site. (Dft.’s Mot. 5.) Once uploaded

there, Broadridge would retrieve the data and transfer it to the software platform. (Dft.’s Mot. 5.) 

Ten Broadridge employees put in 1600 hours–almost exclusively from its Investigo office in Fort

Wayne–transferring, processing, reviewing, and analyzing historical data. (Pls.’ Resp. 3.) 

Broadridge employee David Dixon oversaw the project, and Dixon’s supervisor, Kevin Lowe,

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was also heavily involved. WRP also retained John Rutledge, a Denver-based outside

consultant, to assist with the collection of its data. (Pls.’ Resp. 2-3; Dft.’s Mot. 6.)

Unfortunately, the parties were unable to complete the transferring and uploading of

WRP’s historical data within the dates specified in the contract. (Pls.’ Resp. 2.) Consequently,

Broadridge filed its complaint on May 6, 2014, alleging that WRP breached the contract by

failing to provide complete and accurate historical data, and alternatively, that WRP was unjustly

enriched by Broadridge’s efforts in implementing the software platform. (Docket # 1.) In its

answer, WRP denies that it failed to provide its historical data, and raises an affirmative defense

that Broadridge was the breaching party. (Docket # 11.)

II. LEGAL STANDARD

“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.”

28 U.S.C. § 1404(a). “Under § 1404(a), a court may transfer a case if the moving party shows

that: (1) venue was proper in the transferor district, (2) venue and jurisdiction would be proper in

the transferee district, and (3) the transfer will serve in the convenience of the parties and the

witnesses as well as the interests of justice.”1 Bajer Design Mktg. v. Whitney Design, Inc., No. 09

C 1815, 2009 WL 1849813, at *1 (N.D. Ill. June 26, 2009) (citation omitted). Section 1404(a)

does not indicate the relative weight to be accorded each factor. Coffey v. Van Dorn Iron Works,

796 F.2d 217, 219 (7th Cir. 1986).

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 Neither party disputes that both courts have jurisdiction and are proper venues. Therefore, the analysis

focuses on the third factor.

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III. ANALYSIS

A. Convenience to the Parties and Witnesses

As the moving party, WRP “has the burden of establishing by reference to particular

circumstances, that the transfer forum is clearly more convenient.” Id. at 219-20. In evaluating

convenience, the Court considers: “(1) the plaintiff’s choice of forum, (2) the situs of the

material events, (3) the relative ease of access to sources of proof, (4) the convenience of the

parties, and (5) the convenience of the witnesses.” Bajer, 2009 WL 1849813, at *2 (citation

omitted).

1. Plaintiffs’ Choice of Forum

Broadridge’s “choice of forum is generally entitled to substantial deference, particularly

where the chosen forum is the [plaintiffs’] home forum.” Ambrose v. Steelcase, Inc., No. 02 C

2753, 2002 WL 1447871, at *2 (N.D. Ill. July 3, 2002). This deference is not absolute, however,

“and the weight given to . . . [Broadridge’s] choice of forum can vary depending upon the

circumstances of each case.” First Nat’l Bank v. El Camino Res., Ltd., 447 F. Supp. 2d 902, 912

(N.D. Ill. 2006). For instance, “where the plaintiff[s’] choice of forum is not the site of the

material events, [its] choice of forum is entitled to less deference.” Am. Family Ins. ex rel.

Suddarth v. Wal-Mart Stores, Inc., No. 02 C 8017, 2003 WL 1895390, at *1 (N.D. Ill. Apr. 17,

2003). 

“Therefore, the substantial weight that would be applied to [Broadridge’s] choice of its

home forum in this instance may be diminished by the dispute’s connection with Ohio, if

significant.” OmniSource Corp. v. Sims Bros., Inc., No. 1:08-CV-89, 2008 WL 2756345, at *4

(N.D. Ind. July 14, 2008). “As a result, we will proceed to the second factor–the situs of

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material events–before definitively weighing [Broadridge’s] choice of its home forum.” Id.; see

Valbruna Stainless, Inc. v. ADT Sec. Servs., Inc., No. 1:10-CV-77, 2010 WL 2772324, at *2-3

(N.D. Ind. July 12, 2010).

2. Situs of the Material Events

In a breach of contract case, the situs of material events “is where the business decisions

causing the breach occurred[,] . . . considering where the agreement was primarily negotiated

and signed. Valbruna, 2010 WL 2772324, at *3 (alterations in original) (quoting OmniSource,

2008 WL 2756345, at *4); Capstone Int’l, Inc. v. Univentures, Inc., No. 3:10–CV-416, 2011 WL

4529380, at *3 (N.D. Ind. Aug. 4, 2011). Courts also consider the location of the services to be

performed under the contract. Capstone Int’l, 2011 WL 4529380, at *3; see Rosman Adjustment

Corp. v. Bernay, No. 12 C 8239, 2013 WL 453197, at *2 (N.D. Ill. Feb. 6, 2013).

Although the parties agree that contract negotiations occurred primarily via telephone

and email, WRP points out that Giancaterino traveled to Youngstown, Ohio more than once

during this period. Moreover, WRP argues that it executed the contract in Youngstown. This

point is blunted, however, by the fact that Broadridge’s signatory executed the contract in New

Jersey.

The parties disagree about the location of “the business decision causing the breach.”

Handler v. Kenneth Allen & Assocs., P.C., No. 10 C 3728, 2011 WL 1118499, at *2 (N.D. Ill.

Mar. 24, 2011). WRP, without referring to its actions as a breach, states “the focal point of the

data issues was, and will be, Youngstown . . . not Indiana.” (Dft.’s Mot. 10) (ellipsis in original).

This argument is not well taken, however, as WRP also argues, and raises as an affirmative

defense, that Broadridge was the breaching party because it did not fulfill its contractual

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obligations. (Dft.’s Mot. 5-6; Docket # 11.) Any breach by Broadridge must have occurred in

Fort Wayne, Indiana, as that is exclusively where Broadridge performed its services under the

contract. Because WRP and Broadridge each argue that the opposing party breached the

contract, and because these alleged breaches took place in both Youngstown and Fort Wayne,

this factor favors neither party.

Recognizing the diluted and unpersuasive significance of these first three points, the

parties focus their arguments on the location of the services performed with each arguing that

their respective home forum prevails. For its part, WRP argues that its historical data was

uploaded to the file transfer protocol site at its Youngstown headquarters. Unfortunately, WRP

does not detail how intensive this process was, what work it–as opposed to Albridge–was

responsible for, or even how long this process took. Instead, WRP merely proffers that Albridge

sent it the data, and WRP uploaded it. 

In contrast, Broadridge argues that the overwhelming majority of the services were

performed in Indiana as ten of its employees spent in excess of 1600 hours working in its Fort

Wayne office creating the new software platform, and transferring, processing, reviewing, and

analyzing WRP’s historical data. Because Broadridge provides concrete examples of the type

and amount of work performed, its argument that the majority of services under the contract

were performed in Fort Wayne, Indiana is persuasive.

In sum, since the contract was mostly negotiated via telephone and email and executed in

separate locations, and since the alleged breaching activity occurred in both Youngstown and

Fort Wayne, this factor turns on where the services were performed. Because the majority of the

services were performed by Broadridge from its Fort Wayne office, the first and second factors

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weigh slightly in favor of Broadridge.

3. Access to Sources of Proof

Both parties agree that the evidence in this case will primarily be documentary, with

WRP and Broadridge each averring that the majority of the documentary evidence is within their

respective possessions. As the parties recognize, however, “documents and records are easily

transportable (and, indeed, must be copied and delivered to the opponent no matter where the

case will be litigated)[,] and their location is not a persuasive reason for transfer.” Simonoff v.

Kaplan, Inc., No. 09 C 5017, 2010 WL 1195855, at *2 (N.D. Ill. Mar. 17, 2010). As a result,

this factor is neutral.

4. Convenience to the Parties

WRP argues that because of Broadridge’s “vastly superior resources” both in terms of

finances and number of employees, it is more convenient to litigate this case in the Northern

District of Ohio. According to WRP, because it is a family-run small business, while Broadridge

has over 5,000 employees and had $2 billion in revenue in 2013, it is clearly more convenient to

litigate the case in its home forum. 

WRP’s argument is misleading. Although the parties’ respective abilities to bear the

expense of litigation is considered, the focus is on the “likelihood of financial hardship to the

parties.” General Binding Corp. v. Board Dudes, Inc., No. 04 C 4466, 2004 WL 2657776, at *1

(N.D. Ill. Oct. 28, 2004). As Broadridge points out, WRP reported $48 million in gross revenue

in 2013, and WRP has not argued that it cannot bear the costs of litigating in this forum. 

Moreover, it is approximately only a four hour drive from Fort Wayne to Youngstown, thus the

difficulties and expenses associated with travel are nominal.

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“When plaintiff and defendant are in different states there is no choice of forum that will

avoid imposing inconvenience; and when the inconvenience of the alternative venues is

comparable there is not basis for a change of venue; the tie is awarded to the plaintiff[.]” Bajer,

2009 WL 1849813, at *3 (alteration in original) (quoting In re Nat’l Presto Indus., Inc., 347 F.3d

662, 665 (7th Cir. 2003)). Transferring the case from the Northern District of Indiana to the

Northern District of Ohio “would merely serve to transform ‘an inconvenience for one party into

an inconvenience for the other party.” Id., at *3 (quoting Sage Prods., Inc. v. Devon Indus., Inc.,

148 F.R.D. 213, 216 (N.D. Ill. 1993)). Accordingly, the tie here is awarded to Broadridge.

5. Convenience to the Witnesses

Notwithstanding the analysis to this point, “the primary concern is not the convenience to

the parties but the convenience to the witnesses-non-party witnesses, in particular.” 21 SRL v.

Newegg Inc., No. 09-cv-6590, 2010 WL 1178066, at *3 (N.D. Ill. Mar. 24, 2010) (citation

omitted). In fact, “convenience of the witnesses is often considered the most important factor in

the transfer analysis.” Body Science v. Boston Scientific Corp., 846 F. Supp. 2d 980, 995 (N.D.

Ill. 2012).

“Convenience considerations include . . . the number of witnesses involved, travel

distances and associated costs for these witnesses, the willingness of witnesses to appear, or

whether the witness is within the court’s reach to compel appearance.” Lawrence v. Swift

Transp. Co., No. 1:07-cv-197, 2007 WL 3334788, at *3 (S.D. Ind. Nov. 7, 2007). “In the instant

case, each side, of course, claims inconvenience to its witnesses should they have to travel to the

other forum.” Id.

Broadridge and WRP have each identified one non-party witness within their respective

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home court’s subpoena power: Broadridge’s non-party witness, Kevin Lowe, (a former

Broadridge employee heavily involved in the attempted implementation of the platform)

currently resides in Indianapolis, and WRP’s non-party witness, David Peters (WRP’s outside

information technology consultant) currently resides in Youngstown. In regard to the other nonparty-witnesses, both Broadridge and WRP anticipate calling a Denver based witness, and

witnesses located in Pennsylvania and New Jersey. As the parties recognize, regardless of

forum, these witnesses are outside either court’s jurisdiction and they will have to travel to the

Midwest. Given the relative proximity of the two Courts (approximately 260 miles), the

difference in travel time is insignificant and does not strongly favor either party.

Because WRP and Broadridge have each identified one non-party witness located within

the jurisdiction of their home court, and because the remaining non-party witnesses will have

similar travel times regardless of forum, this factor is neutral.

In sum, because the first, second, and fourth factors support Broadridge and the

remaining factors are neutral, the convenience to the parties and witnesses considerations favor

this Court retaining the action.

B. Interests of Justice

The interests of justice inquiry “is a separate element of the transfer analysis that relates

to the efficient administration of the court system.” Research Automation, Inc. SchraderBridgeport Int’l, Inc., 626 F.3d 973, 978 (7th Cir. 2008). Factors such as speed to trial or

disposition in the transferor and potential transferee forums, each court’s familiarity with the

relevant law, each court’s desirability of resolving controversies, and the relationship of each

community to the controversy are considered. Id.

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1. Speed to Trial and Disposition

In evaluating docket speed the Court looks to the Federal Court Management Statistics to

determine time from filing to disposition and time from filing to trial. Palmer-Tech Servs. v.

Alltech, Inc., No 14 C 1005, 2014 WL 1758452, at *4 (N.D. Ill. Apr. 30, 2014); JDA eHealth

Sys., Inc. v. Chapin Revenue Cycle Mgmt., LLC, No. 10 C 7781, 2011 WL 2518938, at *13 (N.D.

Ill. June 23, 2011). The most recent statistics evidence that in the Northern District of Indiana the

median time from filing to disposition and trial in civil cases is 11.0 and 31.8 months

respectively. By comparison, in the Northern District of Ohio the median time from filing to

disposition is 8.5 months and from filing to trial 14.9 months. Federal Court Management

Statistics March 2014, available at

http://www.uscourts.gov/Statistics/FederalCourtManagementStatistics.aspx (last visited Aug. 27,

2014). Accordingly, this factor weighs slightly in favor of transfer.

2. Familiarity with Applicable Law 

As both parties recognize, the contract’s choice of law clause indicates that the agreement

is governed by New York state law, and that the Northern Districts of Ohio and Indiana are

presumably equally capable of applying New York state law to the breach of contract claim. 

Broadridge goes on to point out, however, that its unjust enrichment claim is not

premised on the terms of the agreement, and therefore, is not controlled by this choice of law

provision. According to Broadridge, because the case was filed here, Indiana’s choice of law

provision applies,2

 and that choice of law analysis suggests that Indiana state law governs the

2

 Indiana’s choice of law provisions apply even if this case was transferred to the Northern District of

Ohio. Cromeens, Holloman, Sibert, Inc. v. AB Volvo, 349 F.3d 376, 383 (7th Cir. 2003) (“Although a court sitting in

diversity normally applies the choice-of-law rules of the state in which it sits, when a case has been transferred from

another district, the court instead applies the choice-of-law rules that the court in the transferring state would

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unjust enrichment claim. (Pls.’ Resp. 15-16.) From this analysis, Broadridge concludes that this

factor favors keeping the case in the Northern District of Indiana, as “the Seventh Circuit Court

of Appeals has recognized that in diversity cases, it is ‘advantageous to have federal judges try a

case who are familiar with the applicable state law.’” OmniSource, 2008 WL 2756345, at *8

(quoting Coffee, 796 F.2d at 221). 

Nevertheless, Broadridge’s choice of law analysis is premature. While Indiana’s

“‘choice of law rules will apply to this action irrespective of whether this court transfers this

case[],’ we need not conduct that full analysis at this stage.” Handler, 2011 WL 1118499, at *4

(quoting Vandeveld v. Cristoph, 877 F. Supp. 1160, 1169 (N.D. Ill. 1995)). “What is presently

relevant is the fact that ‘[g]enerally contract law is not particularly complex’” and both Courts

are capable of applying each other’s state contract law. Id.; see Palmer-Tech Servs., Inc. at 2014

WL 1758452 at *4 (“This is a routine contract dispute, and both courts are equally familiar with

the underlying law”). Accordingly, this factor is neutral.

3. Relationship of Communities to Litigation

“Resolving litigated controversies in their locale is a desirable goal of the federal courts.”

Doage v. Bd. of Regents, 950 F. Supp. 258, 262 (N.D. Ill. 1997). Because Broadridge and WRP

respectively maintain their principal places of business in Indiana and Ohio, both forums have an

interest in providing their residents with a convenient forum. Capstone, 2011 WL 4529380, at

*5. Accordingly, this factor is also neutral.

In sum, although the speed to trial and disposition favors transferring this case to the

Northern District of Ohio, the remaining two factors are neutral. Given that the convenience to

apply.”).

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the parties and witnesses are neutral factors or favor keeping the case in the Northern District of

Indiana, WRP has failed to show that the Northern District of Ohio is “clearly more convenient.”

Coffey, 796 F.2d at 219-20. Accordingly, WRP’s motion will be denied.

IV. CONCLUSION

For the reasons stated herein, Defendant’s motion to transfer this action to the Northern

District of Ohio (Docket # 14) is DENIED.

SO ORDERED.

Enter for this 28th day of August 2014.

/s/ Roger B. Cosbey

Roger B. Cosbey

United States Magistrate Judge

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