Visier, Inc. v. iCIMS, Inc.

Background

Visier and iCIMS entered into a written contract in January 2022. Visier agreed to provide software and related services, and iCIMS agreed to pay subscription fees. The contract stated that California law governed its validity, interpretation, and enforceability. It also stated that the parties submitted to the nonexclusive personal jurisdiction of state and federal courts in Santa Clara County, California.

Visier alleged that iCIMS paid the required monthly fees from January 2022 through April 2023 and made one additional payment in August 2023, but did not make other payments required by the contract. Visier filed this action on October 30, 2024, asserting claims for breach of contract and breach of the covenant of good faith and fair dealing. The next day, iCIMS sued Visier in New Jersey state court, asserting a fraudulent-inducement claim based on the same contract. That case was later removed to the United States District Court for the District of New Jersey and remained pending.

Motion and Evidentiary Objection

iCIMS moved to dismiss based on forum non conveniens or, alternatively, to transfer the case to the District of New Jersey. Visier argued that forum non conveniens did not apply when the proposed alternative forum was another federal district court. In its reply, iCIMS effectively conceded that point and focused on transfer under 28 U.S.C. § 1404(a).

Visier objected to iCIMS’s reply brief and a supporting declaration because they included new evidence and arguments about witnesses, documents, and Visier’s presence in California. The court found that iCIMS had not shown why it could not have submitted that material with its original motion. The court sustained Visier’s objection, but stated that even if it considered the late evidence, the evidence did not establish that transfer was appropriate.

Transfer Analysis

Section 1404(a) permits transfer of a civil action to another district where the action could have been brought, considering the convenience of the parties, the convenience of witnesses, and the interests of justice. The party seeking transfer must show that these factors clearly favor transfer.

The parties did not dispute that the action could have been filed in the District of New Jersey. The court nevertheless found that the relevant factors did not favor moving the case.

For party convenience, iCIMS relied heavily on an argument that Visier had no operations in California. But Visier’s complaint alleged that its principal place of business was in San Francisco, and documents submitted by iCIMS also listed that San Francisco address.

For witness convenience, iCIMS did not identify witnesses, their locations, or the substance and importance of their testimony in its original motion. The additional evidence identified only iCIMS employees by name; the court gave their claimed inconvenience little weight because iCIMS could require its employees to testify. iCIMS also referred generally to unnamed former employees or independent contractors in or around New Jersey, but did not identify them, explain the importance of their testimony, or show that their attendance could not be compelled in California.

The court also gave little weight to iCIMS’s reference to unspecified books and records. iCIMS did not provide evidence that the records could not be produced electronically or shipped without substantial difficulty.

The court found no evidence that public-interest factors, such as court congestion, favored transfer. Other considerations weighed against transfer: the contract selected California law, this Court was more familiar with that law, the contract selected courts in Santa Clara County as an available forum, and Visier chose this District for the lawsuit.

The court also applied the first-to-file rule, which allows a court to consider which of two similar cases was filed first when deciding whether to dismiss, transfer, or stay a proceeding. This case was filed before the New Jersey case, and the cases involved the same parties and similar issues. iCIMS did not establish a reason to depart from the preference for the first-filed forum.

Disposition

The court concluded that the section 1404(a) factors, the contract’s selection of California law and Santa Clara County courts, Visier’s choice of forum, and the first-to-file rule weighed against transfer. The court sustained Visier’s objection to iCIMS’s reply brief and declaration and DENIED iCIMS’s motion to transfer. The court scheduled an initial case-management conference for April 8, 2025, in this District.