Thomas v. Ampersand

Background

Christopher Reid Thomas worked for Ampersand, Inc. as its Chief Strategy Officer beginning in August 2023. His employment agreement contained a noncompete clause. Ampersand terminated his employment in April 2025, stating that the termination was for cause based on alleged poor performance. Ampersand later sent Thomas a cease-and-desist letter invoking the noncompete clause in connection with Thomas’s work for a consulting company he had founded.

Thomas sued seeking a declaration that the noncompete clause was void, an injunction against enforcing it, and damages for Ampersand’s alleged breach of the employment agreement. Ampersand moved to dismiss for improper venue or, alternatively, to transfer the case to the Eastern District of Wisconsin.

Venue

The court denied the request to dismiss for improper venue. Ampersand did not object to personal jurisdiction in its motion, which was its first opportunity to do so. The court therefore concluded that Ampersand had waived any personal-jurisdiction objection and exercised personal jurisdiction over it. Because Ampersand was the only defendant, the court treated it as residing in the Northern District of California for venue purposes. Venue in California was therefore proper.

Transfer analysis

The court separately considered whether to transfer the case under 28 U.S.C. § 1404(a), which permits transfer for the convenience of the parties and witnesses and in the interest of justice. The court found that the case could have been brought in the Eastern District of Wisconsin because Ampersand’s principal office is in Waukesha, Wisconsin, which is within that district.

The court weighed several factors. Thomas’s choice of the Northern District of California weighed against transfer, as did California’s interest in disputes involving California residents and work performed there. The convenience of the parties favored transfer because Ampersand is a Wisconsin-based company with current employees living in Wisconsin, and Thomas lives in Florida, which is closer to Wisconsin than California.

The convenience of witnesses—the most important factor—clearly favored transfer. The court concluded that Ampersand’s Wisconsin employees, including its chief executive officer, were likely to have important information about the contract, negotiations, and Thomas’s alleged performance deficiencies. The court found that Thomas had not shown why identified California witnesses from JTC or the EB-5 industry would have similarly relevant testimony. The evidence-access factor slightly favored transfer. Choice of law, possible consolidation, and court congestion were neutral.

Disposition

The court concluded that most non-neutral factors favored transfer and that the witness-convenience factor strongly supported it. The request to dismiss was DENIED, and the request to transfer was GRANTED. The Clerk was ordered to transfer the case to the Eastern District of Wisconsin. The order decided venue and location of the case, not whether Thomas’s contract claims or noncompete-related claims would ultimately succeed.