RBG Management Corp. v. Village Super Market, Inc.

Background

RBG Management Corp. brought this action against Village Super Market, Inc., asserting diversity jurisdiction and seeking damages for tortious interference, unfair competition, and unjust enrichment. RBG alleged that Village used its influence as a member of a grocery product cooperative to induce Wakefern Food Corp. to breach a long-term agreement supplying RBG with private-label grocery products, called the 2019 Supply Agreement.

The opinion states that Judge Rochon previously dismissed all of RBG’s claims except its claim for tortious interference with the 2019 Supply Agreement. Wakefern later sued RBG in the District of New Jersey, alleging that RBG—not Wakefern—breached that agreement. The agreement contains a choice-of-forum provision requiring all claims and disputes arising from or connected with it to be litigated in New Jersey state or federal court.

Village moved under 28 U.S.C. § 1404(a) to transfer RBG’s case from the Southern District of New York to the District of New Jersey so the cases could be consolidated. RBG opposed the motion. The opinion also states that Village did not oppose transfer to New Jersey.

Legal standard

Under § 1404(a), a court may transfer a case to another district where it could have been brought when transfer would serve the convenience of the parties and witnesses and the interests of justice. The court considered factors including RBG’s choice of forum, witness convenience, access to documents and other evidence, convenience to the parties, the location of the events, the ability to compel unwilling witnesses, and the parties’ relative resources.

The court also considered the first-filed rule, under which the first lawsuit generally receives priority when two related cases are pending. The court explained that this is a rebuttable presumption, not an absolute rule, and that the convenience factors can favor the later-filed case. It further explained that a contractual forum-selection clause ordinarily receives controlling weight except in exceptional circumstances.

Analysis

RBG’s choice of New York weighed against transfer. The court found that witness convenience, access to documents and evidence, the ability to compel witnesses, and the parties’ relative resources did not strongly favor either forum. The location of the operative events was also unclear: the agreement was entered into in New York, but it was not clear whether the alleged interference occurred in New York or New Jersey.

The convenience of the parties strongly favored transfer. RBG had agreed to the 2019 Supply Agreement’s New Jersey choice-of-forum provision, so the court concluded that RBG could not claim that litigating in New Jersey was an insurmountable inconvenience.

The court also found that Wakefern was integral to a complete resolution of RBG’s claims, even though Wakefern was not a party to this case. According to the court, the outcome of Wakefern’s breach-of-contract claim against RBG would almost certainly affect whether RBG’s tortious-interference claim against Village could proceed and whether RBG could establish damages. RBG had also sought third-party discovery from Wakefern concerning its damages estimates. The court therefore concluded that the two cases were inextricably linked and should not be tried separately.

Disposition

Judge Wang granted Village’s motion to transfer. The Clerk of Court was directed to close the motion and transfer the action to the United States District Court for the District of New Jersey. The opinion resolves venue; it does not decide the merits of RBG’s remaining tortious-interference claim.