IN THE UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF OREGON 

RONNIE DOOLEY, et al., 

Plaintiffs, 

v. 

RONALD SAXTON, et al., 

Defendants. 

ROBERT W. JIMERSON, et al., 

Plaintiffs, 

v. 

JELD-WEN INC., EMPLOYEE STOCK 

OWNERSHIP AND RETIREMENT 

PLAN, et al. 

Defendants. 

OPINION AND ORDER- Page 1 

3:12-cv-01207-PK (LEAD) 

OPINION AND ORDER 

1: 13-cv-00177-PK 

Case 1:12-cv-01207-MC Document 84 Filed 05/01/13 Page 1 of 9
CHRISTOPHER W. WOERNER, eta!., 

Plaintiffs,· 

v. 

RONALD SAXTON, eta!., 

Defendants. 

PAPAK, Judge: 

3: 13-cv-00395-PK 

Pending before the court is a Motion to Transfer (#67) three consolidated cases from the 

Portland Division of the District of Oregon to the Medford Division. For the reasons discussed 

below, the Motion to Transfer is granted. 

BACKGROUND 

Tlu·ee substantially similar ERISA class-action cases have recently been filed in the 

Oregon District Court. Dooley, et al. v. Saxton, eta!., 12-1207, (the "Dooley Case") was filed in 

the Pmiland Division of the Oregon District Comi on July 5, 2012. Jimerson, et al. v. Jeld-Wen, 

eta!., 13-177, (the "Jimerson Case") was filed in the Medford Division of the Oregon District 

Couti on January 30,2013. On March 7, 2013, Woerner et al., v. Saxton, et al., 13-395, was 

filed in the Portland Division. On March 11, 2013, this court entered an order consolidating the 

three cases. ( #77.) The March 11 order also stayed all deadlines and proceedings until such time 

as the divisional venue matter is resolved. (!d.) 

These cases challenge recent changes to the Jeld-Wen Employee Stock Ownership & 

Retirement Plan (the "Plan"). The patiies agree that the claims in each case largely overlap. All 

allege that a November 2010 amendment (the "20 10 Amendment") to the Plan violated the antiOPINION AND ORDER- Page 2 

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cut back provisions of ERISA. All allege the 20 I 0 Amendment violated the notice provisions of 

ERISA. And all allege the Plan fiduciaries breached their fiducimy duties by failing to follow the 

Plan and by imprudently investing the accounts of separated Jeld-Wen employees retroactively in 

Jeld-Wen stock. The Jimerson Case advances two additional claims. One is a claim for benefits 

under terms of the Plan as it existed at the time the plaintiffs terminated employment. The 

second is a breach of fiducimy duty claim against the Plan Administrators for failing to set aside 

adequate assets to fund the Plan's obligations to separated employees and failing to prudently 

invest the assets to minimize the risk of a large loss. 

The parties all agree that venue is proper in the District of Oregon. Jeld-Wen's corporate 

headquarters are located in Klamath Falls, Oregon. The defendants are the Plan and the Plan's 

Administrative Committee. The Administrative Committee is made up of three Jeld-Wen 

executives who are the individually named defendants in these cases: President and CEO 

Roderick Wendt; Executive Vice President and Chief Administrative Officer Ronald Saxton; and 

Executive Vice President and Chief Financial Officer R. Neil Stuart. The Summmy Plan 

Document identifies that the Administrative Committee is located at 401 Harbor Isles Blvd., 

Klamath Falls, Oregon. In the Dooley Case, the Defendants consented to venue in the Portland 

Division. 

The Jimerson plaintiffs, who as noted above filed in the Medford Division, contend 

divisional venue is improper in the Portland Division and the case must be transferred to the 

Medford Division. The remaining facts relevant to this divisional venue inquiry are set forth in 

the Discussion section, infi·a. 

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LEGAL STANDARDS 

I. Federal District Court Venue 

The propriety of district court venue in federal court is ordinarily govemed by 28 U.S.C. 

§ 1391. Where subject matter jurisdiction is not founded solely on diversity of citizenship, venue 

is proper in a judicial district if "a substantial part of the events or omissions giving rise to the 

claim occurred" in that district. 28 U.S. C.§ 1391(b)(2). Moreover, in ERISA actions venue is 

proper is any district "where the plan is administered, where the breach took place, or where a 

defendant resides or may be found." See 29 U.S.C. § 1132(e)(2). 

II. Divisional Venue in Oregon District Court 

Local Rule 3-2 divides the Oregon District Court into four divisions: Portland, Pendleton, 

Eugene, and Medford. LR 3-2(a). The "divisions of court ... are established to identify 

divisional venue, distribute judicial work, and to align counties for juror management purposes." 

(Id.) Parties are required in their pleadings to "identify the division where 'divisional venue' 

lies." LR 3-2(b). "For purposes of these Local Rules, 'divisional venue' means the division of 

the court in which a substantial part of the events or omissions giving rise to the claim occurred, 

or a substantial part of the property that is the subject of the action is situated." (Id.) 

III. "Wrong Court" Transfers Under 28 U.S.C. § 1406(a) 

When a movant maintains that venue is improper in the original filing forum, courts look 

to 28 U.S.C. § 1406. In these "wrong court" cases, "the district court must either dismiss the 

case or direct its transfer to the proper forum." Northwest Environ. Defense Center v. United 

States Army Corp. ofEngin., 2011 WL 1527598, *4 (D. Or. Apr. 20, 2011). 

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IV. Convenience Transfers Under 28 U.S.C. § 1404(a) 

28 U.S. C.§ 1404(a) provides that "[fjor the convenience of the parties and witnesses, in 

the interest of justice, a district coutt may transfer any civil action to any other district or division 

where it might have been brought." Resolution of a § 1404( a) motion requires a two-step 

analysis. First, the transferee coutt must be a coutt where the case could have originally been 

filed, meaning the court has jurisdiction and venue is proper. 28 U.S.C. §1404(a); see also, 

Hatch v. Reliance, Ins. Co., 758 F.2d 409, 414 (9'h Cir. 1985); Grain klillers, Inc. v. Pacific 

Flexpak Co., 2008 WL 550124, *4 (D. Or. Feb. 26, 2008). If the first step is satisfied, the coutt 

must then balance the private and public interests to determine whether to transfer the action. 

Hatch, 758 F.2d at 414. 

"Although both sections [1404 and 1406) were broadly designed to allow transfer instead 

of dismissal, § 1406(a) provides for transfer from forums in which venue is wrongly or 

improperly laid, whereas, in contrast,§ 1404(a) operates on the premises that the plaintiff has 

properly exercised his venue privilege." VanDusen v. Barrack, 376 U.S. 612, 634 (1964). "The 

problem which gave rise to the enactment of[§ 1406(a)] was that of avoiding the injustice which 

had often resulted to plaintiffs from dismissal of their actions merely because they had made an 

erroneous guess with regard to the existence of some elusive fact of the kind upon which venue 

provisions often tum." Goldlawr, Inc. v. Heiman, 369 U.S. 463, 466 (1962). 

DISCUSSION 

The Jimerson plaintiffs move to transfer these consolidated cases to the Medford Division 

pursuant to Local Rule 3-2, and 28 U.S. C. §1406(a), arguing that the Dooley and Woemer Cases 

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were filed in an improper divisional of the District of Oregon. In the alternative, the Jimerson 

plaintiffs move to transfer the cases under 28 USC §1404(a). 

The first step in analyzing a motion to transfer based on LR 3-2 and 28 U.S. C.§ 1406(a) 

is to dete1mine whether divisional venue is proper or improper in the challenged forum. See 

Grain Millers, 2008 WL 550124 at *4 (first determining venue did not lie in divisional venue in 

which case was filed); see also Northwest Envtl, 2011 WL 1527598 at *7 (first evaluating 

allegations in complaint and concluding venue proper in Portland Division). As noted above, 

divisional venue in Oregon is proper in "the division in which a substantial part of the events or 

omissions giving rise to the claim occmTed, or a substantial pmi of the property that is the subject 

of the action is situated." LR 3-2(b). Under LR 3-2 and§ 1406(a), the pmiy whose choice of 

venue is being challenged has the burden of showing that the case is filed in the proper venue. 

Northwest Envtl., 2011 WL 1527598 at *4; Piedmont Label Co. v. Sun Garden Packing Co., 598 

F.2d 491, 496 (9'h Cir. 1979). Accordingly, the Dooley plaintiffs' have the burden of establishing 

divisional venue is proper in P01iland. 

Here, the Dooley plaintiffs contend divisional venue is proper in the P01iland Division 

because Columbia Financial Advisors, Inc. ("CFAI") is located in Portland, Oregon. CFAI is a 

business appraisal and advisory firm that performed annual valuations of Jeld-Wen stock. The 

Dooley plaintiffs contend Katheryn Aschwald of CFAI will be a crucial non-party witness whose 

testimony will be required in any future trial, and they argue "allegations relating to the 

valuations of Jeld-Wen stock f01m a substantial part of the events which give rise to this 

1 The Dooley plaintiffs and the Defendants are aligned in their position that divisional 

venue is proper in P01iland. The Woemer plaintiffs did not file briefs, but having filed their 

complaint in Portland and noting the Woemer plaintiffs and Dooley plaintiffs share the same 

local counsel, I presume the Woerner plaintiffs join in the Dooley plaintiffs' opposition. 

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litigation." However, the allegations in the Dooley complaint do not support the conclusion that 

any of their claims arise out of CF AI' s Portland-based appraisals. 

The most telling evidence that the Portland Division is an improper venue for this case 

comes from exposing what is not pled in the Dooley complaint. The complaint cites not one 

event, decision, action or omission that takes place in Pmiland or the Pmiland Division. No 

inference can be drawn from the face of the complaint that any part, much less a substantial part, 

of the events giving rise to the claims took place in Portland. Neither CFAI nor Ms. Aschwald 

are mentioned in the Dooley complaint. Nowhere does the complaint challenge the processes 

. CFAI employed to value Jeld-Wen stock, nor is the propriety of CFAI's valuations challenged. 

The crux of the Dooley complaint is that the 2010 Amendment, adopted and implemented 

by the Defendants in Klamath Falls, had the effect of negatively and retroactively diminishing the 

plaintiffs' accounts. There is no allegation CFAI played any role in adopting or implementing 

the 2010 Amendment. While the value of the plaintiffs' accounts is tied to the value of Jeld-Wen 

stock, the CFAI stock valuation process is not placed at issue, and it is not an "event" giving rise 

to the Dooley plaintiffs claims. And even if the CF AI stock valuations become controverted, 

based on the Dooley complaint those valuations ce1iainly do not make up a "substantial" pmi of 

the events giving rise to the claims. 

Moreover, the only evidence offered by the Dooley plaintiffs tying CF AI to Portland is 

the fact that CF AI is a Portland company. There is no evidence that substantial events took place 

in the Portland oftice of CFAl sut1icient to meet the divisional venue standards. Indeed, CF AI' s 

own Appraisal Reports belie the role Poliland plays in this matter. Ms. Aschwald writes "[i]n 

connection with this appraisal" she "met with the following members of Company management 

regarding JELD-WEN's cunent status and outlook at the Company's corporate headqumiers in 

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Klamath Falls, Oregon: Roderick C. Wendt, President and CEO, Stuart Sullivan, Senior Vice 

President and CFO, Matt Wendt, Treasury Manager, Bill Shaffner, Executive Vice PresidentWindow Group, Dan Malicki, President-Door Operations, and Barry Homrighaus, PresidentWindow Manufacturing and COO." (#80, Rinaldi Dec!., Ex. Nat p. 11.) In addition, in 

connection with her appraisals Ms. Aschwald "toured six of Jeld-Wen's facilities located in and 

near Klamath Falls." (Id) There is no mention of Portland in the Appraisal Reports beyond 

CF AI' s address and logo on the footer of a few pages. 

At oral argument, a second the01y for divisional venue was proffered. The Dooley 

plaintiffs argued that guidance should be taken from the ERISA venue statue which provides 

venue is proper where any of the defendants "may be found," and cetiain individual defendants 

"may be found" in P01iland. That argument is unpersuasive. The ERISA venue statute was 

designed to provide ERISA plaintiffs with a wide choice of venue options. See, Varsic v. United 

States District Court/or the Central District ofCalifornia, 607 F.2d 245,247-48 (9'h Cir. 1979). 

However, ERISA's venue provision specifically applies only to district comi venue. The ERISA 

venue provisions do not abrogate the District of Oregon's authority to manage its case load and 

define in which division a pmiicular case may proceed. In this instance, even though venue lies 

in the District of Oregon, divisional venue does not lie in the Division of P01iland. 

Because the Dooley and Woerner Cases were both filed in the wrong division, I follow 

the directive in Grain lvii/lers that it would be "inconect" to apply a§ 1404(a) convenience 

analysis to dete1mine where this case should proceed. Instead, this being a "wrong comi" case, I 

must either dismiss the cases or, in the interests of justice, transfer them to a court in which they 

could have been brought. Grain iviillers, 2008 WL 550124 at *4; 28 U.S.C. § 1406(a). Here, no 

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pa1iy disputes that divisional venue lies in the Medford Division and the interests of justice call 

for a transfer to the Medford Division rather than dismissal. 

CONCLUSION 

For the foregoing reasons, the Motion to Transfer (#67) the following consolidated cases 

is granted; Dooley, et al. v. Saxton, eta!., 3:12-cv-01207-PK; Jimerson, el a/. v. Jeld-Wen, Inc., 

Employee Stock Ownership and Retirement Plan, et cil., 1: 13-cv-00 177-PK; and Woerner eta!., 

v. Saxton, el al., 3:13-cv-00395-PK. The Court notes that the Jimerson Case was originally 

assigned to Magistrate Judge Mark Clarke in Medford and that he has some familiarity with this 

litigation. Reassigmnent of these consolidated cases to Judge Clarke would be appropriate. 

Dated this 1st day of May, 2013. (J . ,-) \.- ~\\ l\-;$ a/) 

Honorable Paul Papak 

United States Magistrate Judge 

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