IN THE UNITED STATES DISTRICT COURT

FOR THE EASTERN DISTRICT OF TEXAS

MARSHALL DIVISION

Autoscribe Corporation,

Plaintiff,

v.

Repay Holdings Corporation and Repay 

Holdings, LLC,

Defendants.

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Case No. 2:23-cv-00349-JRG

JURY TRIAL DEMANDED

 FILED UNDER SEAL

REPAY’S MOTION TO DISMISS FOR LACK OF PERSONAL JURISDICTION AND 

IMPROPER VENUE OR, IN THE ALTERNATIVE, TO TRANSFER VENUE

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Case 2:23-cv-00349-JRG Document 20 Filed 10/17/23 Page 2 of 32 PageID #: 141
ii

TABLE OF AUTHORITIES

Page(s)

Cases

Adaptix, Inc. v. HTC Corp.,

937 F.Supp.2d at 877 .........................................................................................................20, 21

ATEN Intern. Co. Ltd. v. Emine Technology Co., Ltd.,

261 F.R.D. 112.........................................................................................................................22

Avocent Huntsville Corp. v. Aten Intern. Co., Ltd.,

552 F.3d 1324 (Fed. Cir. 2008)................................................................................................12

Beneplace, Inc. v. DaVita, Inc.,

No. 1:21-CV-00070-RP, 2021 WL 2905417 (W.D. Tex. July 9, 2021)....................................9

BNSF Ry. Co. v. Tyrrell,

137 S. Ct. 1549 (2017).............................................................................................................11

Bride Ministries, NFP v. DeMaster,

4:20-CV-00402, 2020 WL 6822836 (E.D. Tex. Nov. 20, 2020).............................................24

Burger King Corp. v. Rudzewicz,

471 U.S. 462 (1985).................................................................................................................11

Cap. Credit Inc. v. Mainspring Am., Inc.,

No. A-19-CV-797-LY, 2020 WL 4043499 (W.D. Tex. July 17, 2020)..................................11

Celgard, LLC v. SK Innovation Co., Ltd.,

792 F.3d 1373 (Fed. Cir. 2015)..................................................................................................6

Coleman v. Brozen,

4:19-CV-705, 2020 WL 2200220 (E.D. Tex. May 6, 2020) ...................................................21

Cooktek Induction Sys., LLC v. I/O Controls Corp.,

No. 4:15-CV-548-ALM, 2016 WL 4095547 (E.D. Tex. Aug. 2, 2016)..................................20

In re Cray Inc.,

871 F.3d 1355 (Fed. Cir. 2017)..................................................................................................7

Daimler AG v. Bauman,

571 U.S. 117 (2014)...................................................................................................6, 9, 11, 14

Dickson Marine Inc. v. Panalpina, Inc.,

179 F.3d 331 (5th Cir. 1999) .....................................................................................................9

Case 2:23-cv-00349-JRG Document 20 Filed 10/17/23 Page 3 of 32 PageID #: 142
iii

Drs. Bethea, Moustoukas & Weaver LLC v. St. Paul Guardian Ins. Co.,

376 F.3d 399 (5th Cir. 2004) .............................................................................................10, 12

Fielding v. Hubert Burda Media, Inc.,

415 F.3d 419 (5th Cir. 2005) .....................................................................................................5

Ford Motor Co. v. Mont. Eighth Jud. Dist. Ct.,

141 S. Ct. 1017 (2021)...............................................................................................................6

Frank v. P N K (Lake Charles) L.L.C.,

947 F.3d 331 (5th Cir. 2020) .....................................................................................................9

Fujitsu Ltd. v. Tellabs, Inc.,

639 F.Supp.2d 761at 766 .........................................................................................................19

In re Genentech, Inc.,

566 F.3d 1338 (Fed. Cir. 2009)..........................................................................................20, 21

Halliburton Energy Services, Inc. v Ironshore Specialty Ins. Co.,

921 F.3d 522 (5th Cir. 2019) .....................................................................................................6

Hem v. Toyota Motor Corp.,

2:07-CV-079-CE, 2009 WL 2591374 (E.D. Tex. Aug. 20, 2009) ..........................................23

Herman v. Cataphora, Inc.,

730 F.3d 460 (5th Cir. 2013) .....................................................................................................7

HollyAnne Corp. v. TFT, Inc.,

199 F.3d 1304 (Fed. Cir. 1999)................................................................................................13

Immanuel v. Cable News Network, Inc.,

No. 4:21-CV-00587, 2022 WL 1748252 (E.D. Tex. May 31, 2022) ........................................7

Interactive Music Tech., LLC v. Roland Corp. U.S.,

No. 6:07-CV-282, 2008 WL 245142 (E.D. Tex. Jan. 29, 2008) .............................................23

Jerger v. D&M Leasing Dallas,

No. 4:20-CV-00309, 2020 WL 4335733 (E.D. Tex. July 28, 2020).....................................6, 7

Johnston v. Multidata Sys. Int’l Corp.,

523 F.3d 602 (5th Cir. 2008) ...................................................................................................10

Lahman v. Nationwide Provider Sols.,

No. 4:17-CV-00305, 2018 WL 3035916 (E.D. Tex. June 19, 2018) ........................................5

Miller v. Kevin Gros Marine Inc.,

Civil Action No. G-05-531, 2006 WL 1061919 (S.D. Tex. April 20, 2006)...........................16

Case 2:23-cv-00349-JRG Document 20 Filed 10/17/23 Page 4 of 32 PageID #: 143
iv

Monster Cable Products, Inc. v. Trippe Mfg. Co.,

No. 9:07-CV-286, 2008 WL 2492060 (E.D. Tex. June 18, 2008) ..........................................23

In re Netflix, Inc.,

No. 2022-110 slip op. (Fed. Cir. Jan. 19, 2022) ......................................................................21

In re Nintendo Co.,

589 F.3d 1194 (Fed. Cir. 2009)..................................................................................................8

Perkins v. Benguet Consolidated Mining Company,

342 U.S. 437 (1952)...................................................................................................................9

Quest NetTech Corp. v. Apple, Inc.,

No. 2:19-cv-118, 2019 WL 6344267 (E.D. Tex. Nov. 27, 2019)............................................16

In re Radmax, Ltd.,

720 F.3d 285 (5th Cir. 2013) ...................................................................................................20

Revell v. Lidov,

317 F.3d 467 (5th Cir. 2002) .....................................................................................................6

Soverain Software LLC v. Oracle Corp.,

6:12-CV-141, 2014 WL 12621273 (E.D. Tex. Mar. 27, 2014).........................................19, 21

StoneAge, Inc. v. NLB Corporation,

No. 1:10-cv-460, 2011 WL 13224884 (E.D. Tex. Mar. 30, 2011)..........................................22

Storage Tech. Corp. v. Cisco Sys., Inc.,

329 F.3d 823 (Fed. Cir. 2003)....................................................................................................8

Tansey v. City of Keller, Tex.,

No. 3:11-CV-03289-N BF, 2012 WL 2092935 (N.D. Tex. May 21, 2012)............................22

TC Heartland LLC v. Kraft Foods Grp. Brands LLC,

581 U.S. 258 (2017).................................................................................................................13

True Chem. Sols., LLC v. Performance Chem. Co.,

7-18-CV-00078-ADA, 2021 WL 860009 (W.D. Tex. Mar. 8, 2021)......................................17

Van Dusen v. Barrack,

376 U.S. 612 (1964).................................................................................................................23

Victor Elias Photography, LLC v. Leonardo Worldwide Corp.,

No. CV H-18-2142, 2019 WL 3713724 (S.D. Tex. Jan. 25, 2019).....................................9, 11

In re Volkswagen AG,

371 F.3d 201 (5th Cir. 2004) .........................................................................................8, 16, 22

Case 2:23-cv-00349-JRG Document 20 Filed 10/17/23 Page 5 of 32 PageID #: 144
v

In re Volkswagen of Am., Inc.,

545 F.3d 304 (5th Cir. 2008) (en banc) .............................................................8, 16, 17, 18, 20

Voxpath RS, LLC v. LG Electronics U.S.A., Inc.,

No. 2:10-cv-160, 2012 WL 194370 (E.D. Tex. Jan. 23, 2012) ...............................................15

Walden v. Fiore,

571 U.S. 277 (2014).................................................................................................................12

Walk Haydel & Assocs., Inc. v. Coastal Power Prod. Co.,

517 F.3d 235 (5th Cir. 2008) ...................................................................................................11

Wapp Tech Limited Partnership v. Micro Focus Intl., PLC,

406 F.Supp.3d 585 (E.D. Tex. 2019).......................................................................................12

Wet Sounds, Inc. v. Audio Formz, LLC,

No. A-17-CV-141-LY, 2017 WL 4547916 (W.D. Tex. Oct. 11, 2017)..................................17

Zoch v. Daimler, AG,

No. 6:16-CV-00057-RWS, 2017 WL 2903264 (E.D. Tex. May 16, 2017).............................10

Statutes

28 U.S.C. § 1391(b).........................................................................................................................7

28 U.S.C. § 1404(a) ...................................................................................................5, 8, 14, 15, 16

28 U.S.C. § 1406(a) ...............................................................................................5, 7, 8, 13, 14, 24

Other Authorities

FED. R. CIV. P. 4(k)(1)(A) .............................................................................................................6

FED. R. CIV. P. 12(b)(2) ...................................................................................................................5

FED. R. CIV. P. 12(B)(3) ..................................................................................................................5

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REPAY’S MOTION TO DISMISS 1

Defendant Repay Holdings Corporation (“Repay Corp.”) files this Motion to Dismiss for 

Lack of Personal Jurisdiction and Improper Venue under Federal Rules of Civil Procedure 

12(b)(2), 12(b)(3), and 28 U.S.C. § 1406(a), or in the alternative, Motion to Transfer Venue to the 

U.S. District Court for the Northern District of Georgia under 28 U.S.C. § 1404(a) or 28 U.S.C. § 

1406(a).

Defendant Repay Holdings, LLC (“Repay LLC”) files this Motion to Dismiss for Improper 

Venue under Federal Rules of Civil Procedure 12(b)(3), and 28 U.S.C. § 1406(a), or in the 

alternative, Motion to Transfer Venue to the U.S. District Court for the Northern District of 

Georgia under 28 U.S.C. § 1404(a) or 28 U.S.C. § 1406(a). 

I. INTRODUCTION

Plaintiff Autoscribe Corporation (“Autoscribe”), a Maryland company having its 

headquarters in Florida, claims patent infringement by Repay Corp. and Repay LLC (collectively 

“REPAY”), two Delaware holding companies having their headquarters in Atlanta, Georgia. But 

Autoscribe filed the Complaint in a Texas district court that bears no connections to the witnesses, 

facts, claims, or defenses in this case. Because Repay Corp.’s business is nationwide and does not 

have a place of business in this district, Repay Corp. does not purposefully direct its activities 

toward the Eastern District of Texas and this district does not have personal jurisdiction over Repay 

Corp. Further, because neither REPAY entity is incorporated in and thus does not reside in Texas, 

has not committed any acts of infringement in this district, and does not have a “regular and 

established place of business” in this district, venue is improper in the Eastern District of Texas. 

This case against Repay Corp. should be dismissed for lack of personal jurisdiction and improper 

venue. This case against Repay LLC should be dismissed for improper venue. In the alternative, 

the case against REPAY should be transferred to the Northern District of Georgia where:

• REPAY has its headquarters and main corporate office;

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REPAY’S MOTION TO DISMISS 3

companies under which the operating companies that perform payment processing reside. Id. at ¶ 

6. Repay Corp. is the ultimate parent entity; Repay LLC is an intermediate holding company. Id. 

at ¶ 7. The subsidiary operating companies do business under the “REPAY” trade name. Id. 

Payment processing services provided by REPAY’s subsidiaries are provided nationally with no

specific targeting of Texas. Id. ¶ 8-9.

Repay Corp. does not have offices or employees in Texas. Id. ¶ 9. The alleged REPAY 

office in The Colony, the sole physical location in the District that Autoscribe lists in its Complaint, 

is leased by an operating subsidiary that does business under the REPAY brand but is not named 

in this suit. Id. ¶ 11. Further, the sole accused product in this case—the “Payment API,” as defined 

by Plaintiff in the Complaint which would include customer interaction with the Repay Payment 

API —is not used to process payments at the location in The Colony. Id. ¶ 12. Repay LLC has an 

office located in Fort Worth, TX; however, this location is not located within the district. Id. ¶ 10.

The Complaint also alleges that REPAY has customers in Texas including Daimler Truck 

Financial Services USA LLC (“Daimler”). Compl. ¶ 7. But Daimler is not a customer of either 

Repay Corp. or Repay LLC, but of a subsidiary that is not named in this suit. Exhibit C ¶ 13.

1

Evidence and documentation regarding the “Payment API” software cited in the 

Complaint, including source code and witnesses, are primarily located in Georgia and Arizona. 

Exhibit C ¶ 14-15.

1 While not included in its jurisdictional or venue allegations, Autoscribe also names three other customers—Tower 

Loan, Coastal Finance Company, Inc., and Adonis Auto Group, LLC—that also contract with a REPAY subsidiary 

that is not named in this suit. Exhibit C ¶ 13.

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REPAY’S MOTION TO DISMISS 5

“at home” in Texas. Specific personal jurisdiction is also improper as Repay Corp. exists as a 

holding company and does not process any payments. As such, Repay Corp. has not purposefully 

directed the payment processing activities using the “Payment API” to Texas. Repay Corp. asks 

that this case be dismissed for lack of personal jurisdiction. See FED. R. CIV. P. 12(b)(2). 

2. Whether venue is proper in the Eastern District of Texas. Repay Corp. and Repay 

LLC do not reside in Texas and have no regular and established place of business in the Eastern 

District of Texas. Accordingly, the requirements of 28 U.S.C. § 1400(b) are not met here and the 

Complaint should be dismissed for improper venue. See FED. R. CIV. P. 12(b)(3); 28 U.S.C. § 

1406(a).

3. Whether, in the alternative, venue should be transferred to the Northern District of 

Georgia in the interest of justice or for the convenience of parties and witnesses. If the case is not 

dismissed, REPAY requests that it be transferred to the Northern District of Georgia, which is 

where REPAY is headquartered, witnesses are located, there is a factual connection to the case, 

and the case could have been brought. See 28 U.S.C. § 1406(a); 28 U.S.C. § 1404(a).

IV. LEGAL STANDARD

A. Lack of Personal Jurisdiction under Rule 12(b)(2)

When a non-resident defendant files a motion to dismiss for lack of personal jurisdiction, 

the plaintiff bears the burden of establishing that personal jurisdiction is proper. Fielding v. Hubert 

Burda Media, Inc., 415 F.3d 419, 424 (5th Cir. 2005). Allegations in a plaintiff’s complaint are 

taken as true unless they are “contradicted by defendant’s affidavits” or are conclusory. Lahman 

v. Nationwide Provider Sols., No. 4:17-CV-00305, 2018 WL 3035916, at * 11 (E.D. Tex. June 19, 

2018) (“[T]he Court need not accept conclusory jurisdictional allegations, even if unchallenged.”). 

In resolving a motion to dismiss for lack of personal jurisdiction, “the district court may consider 

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REPAY’S MOTION TO DISMISS 6

affidavits, interrogatories, depositions, oral testimony, or any combination of the recognized 

methods of discovery.” Revell v. Lidov, 317 F.3d 467, 469 (5th Cir. 2002).

Federal Circuit law applies to determinations of personal jurisdiction in patent cases. 

Celgard, LLC v. SK Innovation Co., Ltd., 792 F.3d 1373, 1377 (Fed. Cir. 2015). For purposes of 

personal jurisdiction, courts may exercise general or specific jurisdiction. Ford Motor Co. v. Mont. 

Eighth Jud. Dist. Ct., 141 S. Ct. 1017, 1024 (2021). A federal district court has personal jurisdiction 

over a party if that party would be subject to personal jurisdiction in a court of general jurisdiction 

in the forum state. See FED. R. CIV. P. 4(k)(1)(A). When a party is a non-resident of that state, 

the exercise of personal jurisdiction must comport with both the state’s “long-arm statute” and 

constitutional principles of due process. Daimler AG v. Bauman, 571 U.S. 117, 125 (2014).

Because the Texas long arm statute extends to the limits of federal due process, the twostep inquiry is reduced to only the federal due process analysis. Halliburton Energy Services, Inc. 

v Ironshore Specialty Ins. Co., 921 F.3d 522, 539 (5th Cir. 2019). Federal due process requires a 

plaintiff to prove that (1) the non-resident defendant “purposefully availed himself of the benefits 

and protections of the forum state by establishing minimum contacts with the state” and (2) “the 

exercise of jurisdiction . . . does not offend traditional notions of fair play and substantial justice.” 

Id. Minimum contacts can give rise to either specific personal jurisdiction or general personal 

jurisdiction. Id.

B. Improper Venue under Rule 12(b)(3) or 28 U.S.C. § 1406(a).

A party may move to dismiss an action for “improper venue” under Federal Rule of Civil 

Procedure 12(b)(3). When a defendant challenges venue as improper, “the burden of sustaining 

venue will be on [the] Plaintiff.” Jerger v. D&M Leasing Dallas, No. 4:20-CV-00309, 2020 WL 

4335733, at *2 (E.D. Tex. July 28, 2020). A plaintiff may meet its burden by establishing facts 

that, if true, establish proper venue. Id. In determining whether venue is proper, “the Court may 

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REPAY’S MOTION TO DISMISS 7

look beyond the complaint to evidence submitted by the parties.” Id. (quoting Ambraco, Inc. v. 

Bossclip B.V., 570 F.3d 233, 238 (5th Cir. 2009)). If venue is improper, a court can dismiss the 

Complaint. 28 U.S.C. § 1406(a).

Under 28 U.S.C. § 1400(b), a plaintiff may bring a patent-infringement action: (1) where 

the defendant resides or (2) where the defendant has committed acts of infringement and has a 

regular and established place of business. Under the first prong of § 1400(b), a corporate defendant 

resides only in its state of incorporation. Id. at 1521. To have “a regular and established place of 

business” under the second prong of § 1400(b), “(1) there must be a physical place in the district; 

(2) it must be a regular and established place of business; and (3) it must be the place of the 

defendant.” In re Cray Inc., 871 F.3d 1355, 1360 (Fed. Cir. 2017).

C. Transfer of Venue under 28 U.S.C. § 1406(a)

If the district court finds a case has been filed in the wrong district, the district court may, 

in the interest of justice, transfer the case to a district in which the case could have been brought. 

28 U.S.C. § 1406(a). “A court’s decision to transfer is discretionary, and often made to prevent 

waste of time, energy, and money, and to protect litigants, witnesses, and the public against 

unnecessary inconvenience and expense.” Immanuel v. Cable News Network, Inc., No. 4:21-CV00587, 2022 WL 1748252, at *7 (E.D. Tex. May 31, 2022) (citations omitted). To transfer a case 

under § 1406(a), the court must determine if proper venue exists in the destination jurisdiction 

under one of the three categories set out in § 1391(b). Herman v. Cataphora, Inc., 730 F.3d 460, 

466 (5th Cir. 2013). A civil action may be brought in “a judicial district in which any defendant 

resides, if all defendants are residents of the State in which the district is located.” 28 U.S.C. § 

1391(b).

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REPAY’S MOTION TO DISMISS 8

D. Transfer of Venue under 28 U.S.C. § 1404(a)

A court may transfer an action to any district where it might have been brought if it serves 

“the convenience of parties and witnesses.” 28 U.S.C. § 1404(a).

Regional circuit law governs transfers under § 1404(a). Storage Tech. Corp. v. Cisco Sys., 

Inc., 329 F.3d 823, 836 (Fed. Cir. 2003). Section 1404(a)’s threshold inquiry is whether the case 

could have first been brought in the proposed transferee forum. In re Volkswagen AG, 371 F.3d 

201, 202-203 (5th Cir. 2004) (“Volkswagen I”). Next, the court determines whether transfer is 

proper by analyzing and weighing private- and public-interest factors. In re Volkswagen of Am., 

Inc., 545 F.3d 304, 315 (5th Cir. 2008) (en banc) (“Volkswagen II”). The private-interest factors 

are: (1) the relative ease of access to sources of proof; (2) the cost of attendance for willing 

witnesses; (3) the availability of compulsory process to secure the attendance of witnesses; and (4) 

all other practical problems that make trial of a case easy, expeditious, and inexpensive. Id. The 

public-interest factors are: (1) the administrative difficulties flowing from court congestion; (2) 

the local interest in having localized interests decided at home; (3) the familiarity of the forum 

with the law that will govern the case; and (4) the avoidance of unnecessary problems of conflict 

of laws or in the application of foreign law. Id. The plaintiff’s choice of forum is not a separate 

factor, but rather, implicit in the moving party’s burden to show that the transferee venue is clearly 

more convenient. In re Nintendo Co., 589 F.3d 1194, 1200 (Fed. Cir. 2009).

V. ARGUMENT

Autoscribe’s scant jurisdictional and venue allegations, which are based on incorrect facts, 

do not establish that either personal jurisdiction or venue is proper here. Thus, REPAY requests 

dismissal of this case under Fed. R. Civ. P. 12(b)(2), 12(b)(3) and/or 28 U.S.C. § 1406(a). 

Alternatively, REPAY requests transfer to the Northern District of Georgia under 28 U.S.C. § 

1404(a) or § 1406(a).

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REPAY’S MOTION TO DISMISS 9

A. This case against Repay Corp. should be dismissed under Fed. R. Civ. P. 

12(b)(2) for lack of personal jurisdiction.

Autoscribe alleges that this Court has both general and specific personal jurisdiction over 

Repay Corp. When personal jurisdiction is based on the defendant’s “continuous and systematic 

contacts” with the forum state that are entirely distinct from the activities giving rise to the suit, 

personal jurisdiction is based on “general jurisdiction.” See Dickson Marine Inc. v. Panalpina, 

Inc., 179 F.3d 331, 336 (5th Cir. 1999). When an action arises out of or is related to the defendant’s 

contacts with the forum, personal jurisdiction is based on “specific jurisdiction.” Id. Neither 

general nor specific personal jurisdiction over Repay Corp. is appropriate here.

1. Repay Corp. is not subject to general jurisdiction in Texas because its 

contacts are not so continuous and systematic such that it is “at home” 

in the state.

A court may exercise general jurisdiction over a defendant only when a defendant’s 

contacts with the forum state are so continuous and systematic that a defendant is “essentially at 

home” in the state. Daimler AG v. Bauman, 571 U.S. 117, 137 (2014). Because Repay Corp. is not 

incorporated in Texas and does not have its principal place of business there,2 it may only be 

subject to general jurisdiction in the Eastern District of Texas in an “exceptional case.”3 Frank v. 

P N K (Lake Charles) L.L.C., 947 F.3d 331, 337–38 (5th Cir. 2020) (citing Daimler AG, 571 U.S. 

at 138–39). Such an exceptional case occurs when the forum state is the “center of the 

corporation’s activities.” Victor Elias Photography, LLC v. Leonardo Worldwide Corp., No. CV 

H-18-2142, 2019 WL 3713724, at *2 (S.D. Tex. Jan. 25, 2019) (citing BNSF Ry. Co. v. Tyrrell, 

2 See Exhibit C ¶ 4. 3 The “textbook” example of an “exceptional case” occurred when a mining corporation located in the Philippine 

Islands moved its operation to Ohio during World War II. See Beneplace, Inc. v. DaVita, Inc., No. 1:21-CV-00070-

RP, 2021 WL 2905417, at *3 (W.D. Tex. July 9, 2021) (citing Perkins v. Benguet Consolidated Mining Company, 

342 U.S. 437, 448 (1952)). General jurisdiction was proper in Ohio, which became “the center of the corporation’s 

wartime activities,” because it conducted business there, kept files there, and made key business decisions there. Id. 

Any limited contact REPAY may have with Texas bears no resemblance to the extensive contacts in Perkins.

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REPAY’S MOTION TO DISMISS 10

137 S. Ct. 1549, 1559 (2017)); Johnston v. Multidata Sys. Int’l Corp., 523 F.3d 602, 611 (5th Cir. 

2008) (“[W]e emphasized that in order to confer general jurisdiction a defendant must have a 

business presence in Texas.... It is not enough that a corporation do business with Texas.”). 

Autoscribe has failed to allege that Repay Corp. is “at home” in Texas. Autoscribe’s 

allegations that Repay Corp. maintains a place of business in this district and has customers in 

Texas are factually incorrect. One of Repay Corp.’s subsidiaries leases the facility in The Colony 

and contracts with customers in Texas. See Exhibit C ¶ 11. Another subsidiary, Repay LLC, merely 

leases office space in Fort Worth, Texas, which is not in the Eastern District of Texas. Id. ¶ 10. 

General jurisdiction requires that the “corporation itself—not its managing agent or subsidiary or 

affiliate, must be ‘at home’ in the forum state.” Zoch v. Daimler, AG, No. 6:16-CV-00057-RWS, 

2017 WL 2903264, at *3 (E.D. Tex. May 16, 2017), report and recommendation adopted, No. 

6:16-CV-00057-RWS, 2017 WL 9935519 (E.D. Tex. July 5, 2017). Therefore, the location of a 

Repay Corp. subsidiary and Repay LLC office space in Fort Worth cannot create general personal 

jurisdiction over Repay Corp. in the State of Texas. 

But even if Autoscribe’s allegations were true, those facts do not show that Texas is the 

center of Repay Corp.’s business activities.4 The Fifth Circuit has rejected conclusory 

jurisdictional allegations such as Autoscribe’s allegation that Repay Corp. “is subject to the 

Court’s general jurisdiction, in part, due to its continuous and systematic contacts with the State 

of Texas” (Compl. ¶ 8). See Drs. Bethea, Moustoukas & Weaver LLC v. St. Paul Guardian Ins. 

Co., 376 F.3d 399, 403 (5th Cir. 2004) (“[C]onclusory allegations or legal conclusions 

masquerading as factual conclusions will not suffice to prevent a motion to dismiss.”) (“Bethea”). 

Furthermore, having a physical presence within a state—which Repay Corp. does not—and doing 

4 See Compl. ¶¶ 6-7.

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REPAY’S MOTION TO DISMISS 11

business within a state are not “continuous and systematic” contacts. See BNSF Ry. Co., 137 S. Ct. 

at 1559 (a railroad company with over 2,000 miles of railroad track and more than 2,000 employees 

in Montana is not “at home” there when it operates in 28 states and is not “heavily engaged in 

activity in Montana.”). 

Courts have repeatedly rejected the broad interpretation of general jurisdiction suggested 

by Autoscribe.5 A corporation that operates in many places, such as Repay Corp., cannot “be 

deemed at home in all of them.” Daimler AG, 571 U.S. at 139 n. 20. Because Texas is not the 

center of Repay Corp.’s activities, general jurisdiction is not proper in Texas. 

2. Repay Corp. is not subject to specific jurisdiction in Texas because 

Repay Corp. has not purposefully directed allegedly infringing 

activities there.

Specific jurisdiction exists when the plaintiff meets its burden to show that a defendant (1) 

“has purposefully directed his activities at residents of the forum” and (2) “the litigation results 

from alleged injuries that arise out of or relate to those activities.” Burger King Corp. v. Rudzewicz, 

471 U.S. 462, 475-76 (1985); Walk Haydel & Assocs., Inc. v. Coastal Power Prod. Co., 517 F.3d 

235, 243 (5th Cir. 2008) (quoting Burger King). 

Here, Repay Corp. is not subject to specific jurisdiction in Texas because Repay Corp. has 

not purposefully directed its allegedly infringing activities to Texas. Autoscribe’s sole allegations 

regarding specific personal jurisdiction are that Repay Corp. has a place of business in Texas and 

has committed acts of infringement there. Compl., ¶ 8. But as explained above, Repay Corp. is 

based in Georgia; The Colony, Texas location Autoscribe describes in its Complaint is leased by 

5 See, e.g., Cap. Credit Inc. v. Mainspring Am., Inc., No. A-19-CV-797-LY, 2020 WL 4043499, at *3 (W.D. Tex. July 

17, 2020) (Amazon.com Services, Inc. is not subject to general jurisdiction in Texas even though it does business in 

the state), report and recommendation adopted, 2020 WL 9810026 (W.D. Tex. Aug. 11, 2020); Victor Elias 

Photography, LLC v. Leonardo Worldwide Corp., No. CV H-18-2142, 2019 WL 3713724, at *1 (S.D. Tex. Jan. 25, 

2019) (Marriott International, Inc. is not subject to general jurisdiction in Texas even though its subsidiaries do 

business in the state).

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REPAY’S MOTION TO DISMISS 12

a Repay Corp. subsidiary; and Repay LLC merely leases office space in Fort Worth (outside of 

the Eastern District of Texas). Exhibit C ¶ 9-11. Autoscribe also alleges that Repay Corp. allegedly 

infringes by inducing its Texas-based customer Daimler to directly infringe. But, again, a Repay 

Corp. subsidiary, not Repay Corp. itself, contracts with Daimler. Exhibit C, ¶ 13. The same is true 

for the other third-party Texas-based customers identified in the Complaint - Tower Loan, Coastal 

Finance Company, Inc., and Adonis Auto Group, LLC. Id.

The jurisdictional contacts of Repay Corp.’s subsidiaries are not attributable to Repay 

Corp. absent an alter ego theory, which Autoscribe has not and cannot plead. Wapp Tech Limited 

Partnership v. Micro Focus Intl., PLC, 406 F.Supp.3d 585, 594-595 (E.D. Tex. 2019) (“the typical 

corporate relationship between a parent and subsidiary is not a sufficient bases to impute the 

contacts of a third party [subsidiary] to the defendant under an alter ego theory”) (internal 

quotations omitted).

Moreover, Autoscribe’s conclusory allegation that Repay Corp. “is subject to the Court’s 

specific jurisdiction . . . because Defendant has committed patent infringement and/or has induced 

and/or contributed to acts of infringement by others in the State of Texas” (Compl. ¶ 8) does not 

establish specific jurisdiction. Bethea, 376 F.3d at 403. Rather, the central question for specific 

jurisdiction is whether Repay Corp. purposefully directed its activities at Texas. See Avocent 

Huntsville Corp. v. Aten Intern. Co., Ltd., 552 F.3d 1324, 1340 (Fed. Cir. 2008) (finding that 

plaintiff’s allegations that defendant’s “products may be purchased in Alabama fails to establish 

either that [defendant] purposefully directed its activities at residents of the forum or that this 

action arises out of or relates to those activities”) (internal quotations omitted). Repay Corp. does 

nothing to target Texas-based clients or customers. Exhibit C ¶ 9. Indeed, Repay Corp.’s conduct 

is not connected to Texas in any meaningful way. See Walden v. Fiore, 571 U.S. 277, 290 (2014) 

Case 2:23-cv-00349-JRG Document 20 Filed 10/17/23 Page 18 of 32 PageID #: 157
REPAY’S MOTION TO DISMISS 13

(for personal jurisdiction, the proper focus is the relationship among the defendant, the forum, and 

the litigation). Thus, there is no basis for specific jurisdiction over Repay Corp.

B. This case should be dismissed under Fed. R. Civ. P. 12(b)(3) and 28 U.S.C. § 

1406(a) because venue is improper here under § 1400(b) as to both Repay Corp 

and Repay LLC.

Because neither Repay Corp. nor Repay LLC resides in Texas nor have regular and 

established places of business in this district, venue does not lie in the Eastern District of Texas 

under § 1400(b).

1. Repay Corp. and Repay LLC do not reside in Texas.

As Autoscribe acknowledges in its Complaint, Repay Corp. and Repay LLC are not 

incorporated in Texas. Compl. ¶¶ 2-3. Accordingly, neither Repay entity “resides” in this district 

for purposes of the first prong of § 1400(b). TC Heartland LLC v. Kraft Foods Grp. Brands LLC, 

581 U.S. 258, 265 (2017).

2. Repay Corp. and Repay LLC do not have regular and established 

places of business in this district.

The second prong of § 1400(b) allows for venue where “the defendant has committed acts 

of infringement and has a regular and established place of business.” In patent cases, because 

specific jurisdiction and venue therefore involve the same analysis, they need not be considered 

separately. See HollyAnne Corp. v. TFT, Inc., 199 F.3d 1304, 1306-07 (Fed. Cir. 1999). Here, 

because there is no specific jurisdiction as to Repay Corp., venue is also improper. See HollyAnne, 

199 F.3d at 1307. Further, Repay LLC has no regular and established place of business in the 

judicial district. 

Neither Repay entity has a physical presence in this district, much less a regular and 

established place of business. Exhibit C ¶ 9-10. Autoscribe incorrectly alleges that Repay Corp. 

and Repay LLC have a location in this district. Cf. Compl. ¶¶ 2-3. Rather, Repay LLC maintains 

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REPAY’S MOTION TO DISMISS 14

a place of business outside of this district in Fort Worth; and a REPAY subsidiary not named in 

the complaint, maintains a place of business in The Colony, Texas. Exhibit C ¶ 10-11. Moreover, 

the Complaint incorrectly alleges that REPAY has a customer, Daimler, in this district. Cf. Compl. 

¶ 7. However, Daimler contracts with a REPAY subsidiary. Exhibit C ¶ 13. Accordingly, without 

a “regular and established place of business” in the Eastern District of Texas, Repay Corp. and 

Repay LLC do not meet § 1400(b)’s second prong and venue is not proper as to Repay Corp. and 

Repay LLC. Accordingly, the Court should dismiss Autoscribe’s claims against Repay Corp. and 

Repay LLC. 

C. In the alternative, this case should be transferred to the Northern District of 

Georgia under 28 U.S.C. § 1406(a) in the interest of justice because it could 

have been brought there.

If the Court determines dismissal is not proper, it should, at a minimum, transfer the case 

to the Northern District of Georgia in the interest of justice. See, 28 U.S.C. § 1406(a). The court 

may transfer the case to “any district or division in which it could have been brought.” Id.

Autoscribe could have filed this case in the Northern District of Georgia because REPAY 

resides there. Repay Corp. and Repay LLC are headquartered at 3 West Paces Ferry Road, Suite 

200, Atlanta, Georgia 30305, and are therefore subject to general personal jurisdiction there. 

Exhibit C ¶ 4; See Daimler AG v. Bauman, 571 U.S. 117, 137 (2014) (permitting general personal 

jurisdiction in states where the defendant is “at home”). Further, venue is proper under 28 U.S.C. 

§ 1400(b) where the defendant resides.

D. Under the additional alternative, this the case should be transferred to the 

Northern District of Georgia under 28 U.S.C. § 1404(a) as it could have been 

brought there and is a more convenient venue for the parties and witnesses.

Under the additional alternative, even if the court determined venue is proper, the court 

should still transfer the case for the convenience of the parties and witnesses. 28 U.S.C. § 1404(a). 

The case should be transferred to the Northern District of Georgia as a more convenient venue 

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REPAY’S MOTION TO DISMISS 15 

where: REPAY is headquartered; 

the majority of potential witnesses, documentation, and source code 

related to the accused functionality are located; and where the case could have originally been 

brought. 28 U.S.C. § 1404(a); Exhibit C ¶ 4, 14, 15, 19. The private and public interest factors 

courts consider under § 1404(a) show that the Northern District of Georgia is “clearly more 

convenient” than the Eastern District of Texas: neither party resides in Texas; none of the events 

giving rise to the claim occurred there; and a majority of the witnesses and evidence are located 

outside of Texas. 

On the other hand, REPAY is headquartered and has employees in Georgia; a number of 

witnesses are located there (as well as likely in Florida and the DC-Maryland-Virginia metro area, 

both of which are closer to Georgia); evidence is accessible from there; Georgia has an interest in 

resolving this case involving the rights of two of its corporations (REPAY); and it will be cheaper 

for the parties to litigate there. Exhibit C ¶ 4, 14, 15, 19.

See Voxpath RS, 

LLC v. LG Electronics U.S.A., Inc., No. 2:10-cv-160, 2012 WL 194370, *4-5 (E.D. Tex. Jan. 23, 

2012) (transferring case under § 1404(a) because “not one company involved in the litigation was 

headquartered in the Eastern District of Texas,” plaintiff did not identify a single witness it 

intended to call from the Eastern District of Texas, “more witnesses located in the transferee 

district who will be inconvenienced if the case is not transferred,” and “in patent infringement 

cases ... the bulk of the relevant evidence usually comes from the accused infringer ... [which] 

weighs in favor of transfer”). 

1. This case could have been filed in the Northern District of Georgia. 

Section 1404(a) provides that: 

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REPAY’S MOTION TO DISMISS 16 

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 or to any district or division to which all parties have consented.

28 U.S.C. § 1404(a). Section 1404(a)’s threshold inquiry is whether the case could have first been 

brought in the proposed transferee forum. In re Volkswagen AG, 371 F.3d 201, 202-03 (5th Cir. 

2004) (“Volkswagen I”). As stated above, the case could have been filed in Northern District of 

Georgia.

2. The public and private factors support transferring the case to the 

Northern District of Georgia.

Once it determines that the case could be transferred to the requested district, the court 

determines whether transfer is proper by weighing various private and public interest factors 

discussed below. Id. Transfer should be granted if the transferee forum is “clearly more 

convenient” than the current forum. In re Volkswagen of Am., Inc., 545 F.3d 304, 315 (5th Cir. 

2008) (en banc) (“Volkswagen II”). This standard does not equal “clear and convincing,” but the 

moving party must show more than a mere preponderance of convenience. Quest NetTech Corp. 

v. Apple, Inc., No. 2:19-cv-118, 2019 WL 6344267, at *7 (E.D. Tex. Nov. 27, 2019). 

All eight private- and public-interest factors considered in transferring a case under 28 

U.S.C. § 1404(a) either favor transfer or are neutral. Adjudicating this case in the Northern District 

of Georgia instead of this district is clearly more convenient for both parties and serves the interest 

of justice. Georgia is where REPAY is headquartered, closer to much of the witnesses and 

evidence, 

Exhibit C ¶ 4, 

14-19; Exhibit A, 4. Although Autoscribe sued in the Eastern District of Texas, its choice of venue 

is not relevant because Autoscribe has no connection to the forum. See Miller v. Kevin Gros Marine 

Inc., Civil Action No. G-05-531, 2006 WL 1061919, *3 (S.D. Tex. April 20, 2006) (“little to no 

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REPAY’S MOTION TO DISMISS 17

deference” should be given to a plaintiff’s choice of forum when the plaintiff lacks connections to 

the forum). Regardless of the initial forum, the Northern District of Georgia is clearly more 

convenient for all parties as not only will transferring the case not cause Autoscribe hardship, it 

will be beneficial. See True Chem. Sols., LLC v. Performance Chem. Co., 7-18-CV-00078-ADA, 

2021 WL 860009, at *2 (W.D. Tex. Mar. 8, 2021) (courts consider the hardships the plaintiff 

would suffer from transferring the action to the transferee venue).

a. The private factors support transferring the case to the 

Northern District of Georgia.

i. The “relative ease of access to sources of proof” factor 

favors transfer because pertinent documents are likely to be 

found in the Northern District of Georgia, while none will 

be found in this district.

Courts look to where evidence, such as documents and physical evidence, is stored. 

Volkswagen II, 545 F.3d at 316. This factor favors transfer because pertinent documents are likely 

to be found in the Northern District of Georgia, while no relevant REPAY documents will be found 

in the Eastern District of Texas. Exhibit C ¶ 14-19. Indeed, that documents may be stored 

electronically does not undermine the importance of their location. Wet Sounds, Inc. v. Audio 

Formz, LLC, No. A-17-CV-141-LY, 2017 WL 4547916, at *2 (W.D. Tex. Oct. 11, 2017), rep. & 

rec. adopted, No. 1:17-CV-141-LY, 2018 WL 1219248 (W.D. Tex. Jan. 22, 2018) (quoting 

Volkswagen II, 545 F.3d at 315) (“[T]he Fifth Circuit [has] clarified that despite technological 

advances that make the physical location of documents less significant, the location of sources of 

proof remains a ‘meaningful factor in the analysis.’”). 

Documents belonging to Autoscribe and REPAY are likely to be the main sources of 

evidence in this case. These documents may include source code related to accused functionality, 

which would be highly confidential and subject to protective order rules likely requiring a timeand location-limited, on-site review of the code in the presence of counsel for REPAY. Exhibit C 

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REPAY’S MOTION TO DISMISS 18 

¶ 14-15. 

Documents may also be located in the DC-Maryland-Virginia metro area, which is the 

place of residence of: all three of the ’621 Patent co-inventors, the Autoscribe CEO Mr. Pollin 

as indicated on the face of the patent at the time of 

the patent filing; Autoscribe CFO Mr. McLaren; and the patent attorneys who prosecuted the ’621 

Patent. Exhibit A, 6; Exhibit B, 1; Exhibit D, 2. By contrast, REPAY is not aware of any sources 

of proof that will be in the Eastern District of Texas. This factor thus favors transfer. 

ii. The “availability of compulsory process to secure the 

attendance of witnesses” factor favors transfer because 

more third-party witnesses reside in the Northern District 

of Georgia than this district. 

Courts consider whether a venue has subpoena power over third-party witnesses. 

Volkswagen II, 545 F.3d at 316. This factor favors transfer. At this early stage of the litigation, 

REPAY can identify several potential REPAY and third-party witnesses who may be needed if 

there is a trial—none of whom reside in the Eastern District of Texas. Exhibit C ¶ 14, 19. Those 

witnesses are: 

 

• REPAY witnesses familiar with the accused functionality including David Guthrie, 

Chief Technology Officer, and Srinimukesh Manickam, VP of Engineering; and

• Software engineers of certain third-party REPAY subsidiaries who may have 

knowledge and documentation regarding the accused functionality purportedly 

relevant to the ’621 Patent. 

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REPAY’S MOTION TO DISMISS 19

Exhibit C ¶ 14, 17, 19. Other witnesses may include software engineers of various third-party 

REPAY subsidiaries located in Arizona, including Chris Andrews and Louis Robinson. Id. ¶ 14. 

More of REPAY’s technical employees are based in Georgia or Arizona than any other location 

nation-wide. Id.

The third-party REPAY subsidiary using REPAY branding in The Colony, Texas does not 

process payments using the accused “Payment API” and therefore no relevant witnesses are 

employed there. Id. ¶ 11-12; See Soverain Software LLC v. Oracle Corp., 6:12-CV-141, 2014 WL 

12621273, at *3 (E.D. Tex. Mar. 27, 2014) (“This factor will weigh more heavily in favor of 

transfer when more third-party witnesses reside within the transferee venue.”).

iii. The “cost of attendance for willing witnesses” factor favors 

transfer because witnesses live in Georgia, while no 

witnesses live in Texas.

The cost of attendance for willing witnesses also favors transfer. Courts analyze this factor 

by using the “100-mile rule.” Soverain Software LLC, 2014 WL 12621273, at *4 (citing 

Volkswagen I, 371 F.3d at 204-05). When the distance between the existing and proposed venue 

is more than 100 miles, as it is here, courts determine the distances between the residences of all 

witnesses and the transferor and transferee venues. Id. Transfer is favored if the transferee venue 

is a shorter average distance from witnesses than the transferor venue. Id. But the “100-mile rule” 

should not be rigidly applied. Id. (citing In re Genentech, Inc., 566 F.3d 1338, 1344 (Fed. Cir. 

2009)). Indeed, in “cases where no potential witnesses are residents of the court’s state, favoring

the court’s location as central to all of the witnesses is improper.” Id.; see also Fujitsu Ltd. v. 

Tellabs, Inc., 639 F.Supp.2d 761, 766 (E.D.Tex. July 7, 2009) (excluding witnesses identified by 

plaintiff from the transfer analysis given their tenuous connection with the case).

This factor favors transfer here because a majority of potential witnesses are located outside 

of Texas. Exhibit C ¶ 14, 17, 19. In particular, various REPAY and other third-party witnesses 

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REPAY’S MOTION TO DISMISS 20

reside in Georgia. Id. The Northern District of Georgia would also be the more convenient forum 

for the likely witnesses in this case who mainly live in Georgia, Florida, and the DC metro area. 

Therefore, in this case where at least some, if not most, witnesses are citizens of Georgia 

and few, if any, reside in Texas and none reside in the Eastern District of Texas, this factor favors 

transfer. In re Genentech, Inc., 566 F.3d at 1344 (transfer favored when witnesses resided in 

California and no witnesses resided in the Eastern District of Texas).

iv. The factor considering whether there are “practical 

problems that make trial of a case easy, expeditious and 

inexpensive” is neutral because none exist.

Courts consider problems rationally based on judicial economy, such as the existence of 

duplicative suits or similar issues that may create practical difficulties for the parties. Volkswagen 

II, 556 F.3d at 1351. This factor is neutral because this case is in its early stages. This Motion is 

the first substantive filing since REPAY was served with the complaint on August 4, 2023. See

EDTX-2-23-cv-00349, Dkt. No. 3 (summons returned executed). Thus, no practical problems exist 

that would deter this Court from transferring this case. See In re Radmax, Ltd., 720 F.3d 285, 289 

(5th Cir. 2013) (“[G]arden-variety delay associated with transfer is not to be taken into 

consideration when ruling on a § 1404(a) motion to transfer. Were it, delay would militate against 

transfer in every case.”); see also Cooktek Induction Sys., LLC v. I/O Controls Corp., No. 4:15-

CV-548-ALM, 2016 WL 4095547, at *6 (E.D. Tex. Aug. 2, 2016) (finding this factor neutral even 

after discovery had begun). 

Furthermore, that Autoscribe has filed at least two other lawsuits alleging infringement of 

the ’621 Patent—which were filed 2 and 5 weeks after Autoscribe filed the present suit—does not

weigh against transfer. This Court has rejected the argument that “the additional cases pending in 

this district weigh against transfer” where “Plaintiff has not demonstrated that the Court has 

experience or is familiar with the patents in this case.” Adaptix, Inc. v. HTC Corp., 937 F.Supp.2d 

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REPAY’S MOTION TO DISMISS 21 

867, 877 (E.D.Tex. Mar. 28, 2013) (emphasis in original). Therefore, it is inapposite that 

Autoscribe has filed at least two other lawsuits in the Eastern District of Texas, as those cases trail 

behind the few deadlines of the present case, which itself is only in the pleading stage. Id.

b. The public factors support transferring the case to the 

Northern District of Georgia.

i. The “administrative difficulties flowing from court 

congestion” factor is neutral because of its limited utility.

Courts consider “the speed with which a case can be resolved and come to trial.” Soverain 

Software LLC, 2014 WL 12621273, at *5. This factor is neutral. As of June 30, 2023, an average 

case reached trial 16.7 months after filing in the Eastern District of Texas, while an average case 

reached trial 33.1 months after filing in the Northern District of Georgia.6 Although this court may 

be slightly more efficient, time to trial records are “given little weight” because of their 

“speculative nature.” Soverain Software LLC, 2014 WL 12621273, at *8 (this factor was neutral 

even though the average time to trial was shorter in the forum state); see also In re Genentech, 

Inc., 566 F.3d at 1347 (this factor is the most speculative and case-disposition statistics may not 

always tell the whole story). Indeed, there “is much more that affects court congestion than simply 

the number of pending cases per judge.” Coleman v. Brozen, 4:19-CV-705, 2020 WL 2200220, at 

*7 (E.D. Tex. May 6, 2020) (“Different interpretations of the statistics can produce different 

conclusions about the relative workloads of each judicial district.”). 

Further, modestly faster time to trial cannot serve as the basis for denying transfer. In re 

Netflix, Inc., No. 2022-110 slip op. at 10-11 (Fed. Cir. Jan. 19, 2022) (granting writ of mandamus 

directing transfer of patent infringement case out of Eastern District of Texas because “there is no 

6 See U.S. District Courts, FEDERAL COURT MANAGEMENT STATISTICS, June 2023, 

https://www.uscourts.gov/sites/default/files/data tables/fcms na distprofile0630.2021.pdf. 

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REPAY’S MOTION TO DISMISS 22 

sound basis for the district court to premise its denial of transfer in these circumstances on its

modestly faster average time to trial”).

ii. The “local interest in having localized interests decided at 

home” factor favors transfer because the Northern District 

of Georgia has an interest in this case involving two of its 

citizens.

Courts consider the “factual connection” of a case with the transferor and transferee 

venues. Volkswagen I, 371 F.3d at 206 (quoting Gulf Oil Corp. v. Gilbert, 330 U.S. 501, 508-09 

(1947)) (“[j]ury duty is a burden that ought not to be imposed upon the people of a community 

which has no relation to the litigation.”); see also StoneAge, Inc. v. NLB Corporation, No. 1:10-

cv-460, 2011 WL 13224884, *1 (E.D. Tex. Mar. 30, 2011) (granting motion to transfer where 

defendant’s “headquarters, the majority of its employees, and many of the relevant documents in 

its possession are located in the” transferee forum—even though “the Texas Gulf Coast region is 

a large market for the products at issue in this case” as “both parties sell their products throughout 

the United States”). 

This factor favors transfer because the Northern District of Georgia has an interest in this 

case involving patent infringement allegations against its corporations. Stone Age, 2011 WL 

13224884, *1 (“the mere fact that accused products have been sold in a judicial district does not 

give that district a local interest in having the case tried there”) (quoting In re Acer Am. Corp., 626 

F.3d 1252, 1256 (Fed. Cir. 2010) (“district where company alleged to cause the harm is located 

has localized interest”)); ATEN Intern. Co. Ltd. v. Emine Technology Co., Ltd., 261 F.R.D. 112, 

126 (weighing this factor in favor of transfer where “the closest business relations that [defendant] 

has in the United States is with corporations based in” the transferee district). A Georgia jury of 

REPAY corporate and employee peers should decide this case. See Tansey v. City of Keller, Tex., 

No. 3:11-CV-03289-N BF, 2012 WL 2092935, at *3 (N.D. Tex. May 21, 2012), report and 

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REPAY’S MOTION TO DISMISS 24 

iv. The “avoidance of unnecessary problems of conflict of laws 

or in the application of foreign law” factor is neutral 

because no such problems exist. 

VI. CONCLUSION

Repay Corp. respectfully requests that this Court dismiss this case under Fed. R. Civ. P. 

12(b)(2), 12(b)(3) and/or 28 U.S.C. § 1406(a) or, in the alternative, transfer this case to the 

Northern District of Georgia under 28 U.S.C. § 1404(a) or 28 U.S.C. § 1406(a). 

Repay LLC respectfully requests that this Court dismiss this case under Fed. R. Civ. P. 

12(b)(3) and/or 28 U.S.C. § 1406(a) or, in the alternative, transfer this case to the Northern District 

of Georgia under 28 U.S.C. § 1404(a) or 28 U.S.C. § 1406(a). 

Texas lacks personal jurisdiction over Repay Corp., which is not located in Texas and does 

not specifically direct its business to Texas. Furthermore, because neither Repay entity resides in 

Texas or has a regular and established place of business in the Eastern District of Texas, venue is 

improper here. Both the lack of personal jurisdiction as to Repay Corp. and improper venue as to 

both entities warrant dismissal. Alternatively, the case should be transferred Northern District of 

Georgia in the interest of justice or as the clearly more convenient forum. 

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REPAY’S MOTION TO DISMISS 25

Dated: October 10, 2023 /s/ David H. Harper

David H. Harper (Lead Attorney)

Texas Bar No. 09025540

david.harper@haynesboone.com

Stephanie N. Sivinski 

Texas Bar No. 24075080

stephanie.sivinski@haynesboone.com

Marron E. Frith (admitted in E.D.Tex)

NY Bar No. 5870803

marron.frith@haynesboone.com

HAYNES AND BOONE, LLP

2323 Victory Avenue, Suite 700

Dallas, Texas 75219

(214) 651-5000 (telephone)

(214) 200-0615 (fax)

COUNSEL FOR DEFENDANTS REPAY

HOLDINGS CORPORATION AND REPAY

HOLDINGS, LLC

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REPAY’S MOTION TO DISMISS 26

CERTIFICATE OF SERVICE

I hereby certify that on October 10, 2023, a true and correct copy of the foregoing was 

served on all counsel of record via the Court’s CM/ECF System. A true and correct copy of this 

document is also being served to all counsel of record via electronic mail. 

/s/ David H. Harper

CERTIFICATE OF AUTHORIZATION TO FILE UNDER SEAL

I hereby certify that per Local Rule CV-5(a)(7)(B) a Motion to Seal this document has been 

filed on October 10, 2023 and docketed as ECF No. 14. 

/s/ David H. Harper

Case 2:23-cv-00349-JRG Document 20 Filed 10/17/23 Page 32 of 32 PageID #: 171