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WO 

IN THE UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF ARIZONA 

Ian Lopatin, et al., 

Plaintiffs, 

v. 

LTF Club Operations Company 

Incorporated, et al., 

Defendants.

No. CV-15-02449-PHX-DGC

ORDER 

 Defendants have filed a motion to transfer this case to the United States District 

Court for the District of Minnesota. Doc. 6. Plaintiff filed an opposition, and Defendants 

replied. Docs. 22, 21. For the reasons that follow, the Court will deny the motion.1

I. Background. 

 Plaintiffs in this action are Ian Lopatin, an individual residing in Arizona, and At 

One Yoga, LLC (“AOY”), an Arizona limited liability company that operates in Arizona. 

Doc. 1-2 (hereinafter Complaint), ¶¶ 12-13. The named Defendants are (1) LTF Club 

Operations Company, Inc. (“LTF Operations”), a Minnesota corporation with its 

principal place of business in Minnesota, (2) Lifetime Fitness, Inc. (“Lifetime”), a 

Minnesota corporation with its principal place of business in Minnesota and the parent 

company of LTF Operations, (3) Bahram Akradi, an individual residing in Minnesota and 

Lifetime’s Chief Executive Officer, and (4) Joe Hall, an individual residing in Minnesota 

 

1

 Defendants’ request for oral argument is denied because the issues have been 

fully briefed and oral argument will not aid the Court’s decision. See Fed. R. Civ. P. 

78(b); Partridge v. Reich, 141 F.3d 920, 926 (9th Cir. 1998). 

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and Life Time’s Vice President of National Club Operations. Id., ¶¶ 5, 14-17, 30. Ten 

unknown persons are also listed as defendants. Id., ¶ 18. 

 Plaintiff Lopatin is the founder of AOY, a Scottsdale area yoga studio. Id., ¶ 2. 

Six years ago, AOY was generating substantial revenue and achieving a significant profit 

margin due in large part to its proprietary system for training and certifying yoga 

instructors (the “Certification Program”). Id., ¶¶ 2-3. AOY’s success came at the 

expense of its competitors, including “Life Power Yoga,” a Scottsdale area studio owned 

by LTF Operations. Id., ¶ 4. In February 2010, Defendant Akradi approached Lopatin, 

in Scottsdale, about purchasing AOY. Doc. 20-1 at 2, ¶ 3. The two met several times in 

Arizona to negotiate the purchase, reaching an agreement on July 6, 2010. Id. Under the 

Agreement, Life Time purchased AOY and the right to use the Certification Program. 

Id., ¶ 5. Life Time made a small upfront payment to Lopatin, and agreed to make 

deferred payments for the next five years based on the profitability of the Certification 

Program. Id., ¶ 5. It promised to use “commercially reasonable efforts” to “develop, 

grow, and implement” the Program. Id., ¶ 7. 

Plaintiffs allege that Life Time has not delivered on its promise to invest in the 

Program. In fact, the Program’s success since the sale has been so meager that Plaintiffs 

now suspect that Life Time’s actual purpose was not to obtain the Certification Program, 

but to eliminate AOY so that Life Power Yoga could monopolize the Scottsdale yoga 

market. Id., ¶ 9. Plaintiffs seek to recover the deferred payments that never materialized, 

asserting claims for breach of contract, breach of the implied covenant of good faith and 

fair dealing, fraudulent inducement, civil conspiracy, and unfair competition in violation 

of A.R.S. § 44-1402. 

II. Legal Standard. 

 28 U.S.C. § 1404(a) provides: “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.” The Court adjudicates motions to transfer under this provision 

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“according to an individualized, case-by-case consideration of convenience and fairness.” 

Jones v. GNC Franchising, Inc., 211 F.3d 495, 498 (9th Cir. 2000) (quotation marks 

omitted). The Jones Court enumerated eight non-exclusive factors that are relevant to 

this determination: 

(1) the location where the relevant agreements were negotiated and executed; 

(2) the state that is most familiar with the governing law; (3) the plaintiff’s choice 

of forum; (4) the respective parties’ contacts with the forum; (5) the contacts 

relating to the plaintiff’s cause of action in the chosen forum; (6) the differences in 

the costs of litigation in the two forums; (7) the availability of compulsory process 

to compel attendance of unwilling non-party witnesses; and (8) the ease of access 

to sources of proof. 

Id. at 498-99. The movant has the burden of showing that transfer is appropriate, see 

Piper Aircraft Co. v. Reyno, 454 U.S. 235, 255-256 (1981), and “must make a strong 

showing of inconvenience to warrant upsetting the plaintiff’s choice of forum,” Decker 

Coal Co. v. Commonwealth Edison Co., 805 F.2d 834, 843 (9th Cir. 1986). 

III. Analysis.

 Because all Defendants are residents of Minnesota, this action could have been 

brought in Minnesota, 28 U.S.C. § 1391(b)(1), and could be transferred there if such 

transfer would serve “the interest of justice,” 28 U.S.C. § 1404(a).2

 But a review of the 

relevant factors shows that transfer would not serve the interest of justice. 

The first factor favors Arizona. Plaintiff Lopatin avers that Defendant Akradi 

approached him in Arizona about purchasing AOY and that the two met in Arizona 

several times to negotiate the Agreement. Doc. 20-1 at 2, ¶ 3. Akradi admits that he 

attended these meetings. Doc. 7 at 19, ¶ 14. Although Defendants aver that Akradi and 

his staff worked on the negotiation from Lifetime’s headquarters in Minnesota (Doc. 7 at 

19, ¶ 16, id. at 24, ¶ 9), that is of limited relevance because this work was undertaken 

unilaterally, without Lopatin present. Indeed, Lopatin avers that he only went to 

Minnesota twice, after the deal was closed. Doc. 20-1 at 2, ¶ 3. 

2

 Plaintiffs allege that Defendants LTF Operations and Lifetime are Minnesota corporations with their principal places of business in Minnesota. Doc. 1-2 at 6. 

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The second factor favors Arizona. The Agreement is governed by Delaware law, 

which both this Court and the Minnesota court could apply. As Plaintiffs aptly note, “[i]t 

would be difficult to find a single district in the federal court system that has not 

interpreted Delaware contract law.” Doc. 20 at 7. Plaintiffs also assert a claim under 

A.R.S. § 44-1402, which this Court is best equipped to decide. Defendants argue that the 

Court’s familiarity with this provision is likely to be of little relevance because the claim 

is likely time-barred. Doc. 21 at 6. But if Defendants intend to assert a statute of 

limitations defense, that actually militates against transfer. Arizona’s discovery rule 

ensures that applying the State’s statute of limitations is no mechanical task. This Court 

frequently decides cases involving Arizona’s discovery rule and is best equipped to 

decide any limitations issues that arise in this case. 

The third factor favors Arizona. Courts do not lightly disturb a plaintiff’s choice 

of forum, particularly where, as here, the “forum chosen is not only the plaintiff’s 

domicile but also has a significant connection with the subject matter of the case.” L.A. 

Mem’l Coliseum v. Nat’l Football League, 89 F.R.D. 497, 499-500 (C.D. Cal. 1981). 

The fourth factor favors Arizona. Plaintiff Lopatin is a resident of Arizona and 

AOY is an Arizona limited liability corporation. Doc. 20-1 at 2, ¶ 3. Defendants also 

have significant ties to Arizona. Defendant Life Time Fitness, Inc. has five locations in 

Arizona. Doc. 20-2 at 2, ¶ 4. Defendant Akradi owns a home in Arizona. Doc. 7 at 19, 

¶ 15. By contrast, Lopatin does not have significant ties to Minnesota. Doc. 20-1 at 2. 

The fifth factor favors Arizona. The dispute in this case arises out of Defendants’ 

contacts with Arizona – specifically, whether Defendants breached an agreement to 

purchase an Arizona business in an unlawful effort to monopolize the Scottsdale yoga 

market. See Complaint, ¶¶ 1, 4-5, 9. By contrast, Plaintiffs have no significant contacts 

with Minnesota, and, aside from the fact that Defendants reside there, Minnesota has no 

connection to the subject matter of this case.

The sixth factor favors Minnesota. Plaintiffs do not identify any Arizona-based 

witnesses other than Lopatin whom they intend to call at trial. By contrast, Defendant 

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Hall avers that there are thirteen current Life Time employees (including himself) and 

three former Life Time employees whom he expects to testify. Doc. 21 at 15-16, ¶¶ 7-9. 

Lopatin avers that he has “never heard of or dealt with the majority of the Life Time 

employees listed in Joe Hall’s declaration,” and that he did not have any significant 

contacts with any of the former employees listed in the declaration. Doc. 20-1 at 3, ¶ 5. 

That would be more persuasive if it were not for the fact that Plaintiffs list ten unknown 

persons as Defendants in their fraudulent inducement, unfair competition, and civil 

conspiracy counts. Complaint, ¶¶ 18-19. Because Plaintiffs have listed these unknown 

persons, several Life Time employees may have to testify if the case goes to trial. 

The seventh factor is neutral. Neither side identifies any unwilling nonparty 

witnesses they intend to subpoena. See Doc. 21 at 9 (acknowledging that all Life Time 

employees “will voluntarily testify”). 

The eighth factor is also neutral. Defendants argue that this factor favors 

Minnesota because the Defendant companies keep their records there. Doc. 21 at 10. 

But that consideration is less relevant in a day of electronic record keeping. Defendants 

do not identify any barrier to electronic production; indeed, it appears they have already 

electronically produced over 500 documents. Doc. 20-2, ¶ 8. 

Defendants argue that one additional factor militates in favor of transfer: relative 

court congestion. But “[r]elative court congestion is at best, a minor factor in the section 

1404 calculus.” Royal Queentex Enterprises v. Sara Lee Corp., No. C-99-4787 MJJ, 

2000 WL 246599, at *8 (N.D. Cal. Mar. 1, 2000). That is particularly so where, as here, 

the expected time to trial is only a few months shorter in the proposed transferee forum: 

the median time to trial in the District of Arizona is 27.1 months, as compared to 24.4 

months in the District of Minnesota. See Doc. 20-8. The Court also fully expects to get 

this case to trial in less than 27 months. 

Of the nine factors considered, five favor Arizona, one favors Minnesota, and 

three are neutral. Defendants have not made the strong showing required for transfer 

under § 1404(a). 

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IT IS ORDERED that Defendants’ Motion to Transfer (Doc. 6) is denied. 

Dated this 3rd day of February, 2016. 

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