Niagara Restitution Services LLC v. Degen, 1:15-cv-00580

Niagara Restitution Services, a New York debt-collection company owned entirely by Yamal Ramirez, alleges its manager Michael Degen (a Florida citizen) withdrew $250,000 from the company bank account on or about October 14, 2014 and transferred the funds to accounts linked to Degen’s mother in Florida.
Plaintiffs assert claims for breach of contract, breach of fiduciary duty, conversion, and unjust enrichment; Degen was hired as manager around May 1, 2012 but allegedly obtained no ownership interest.
Plaintiffs claim Degen obscured company finances, self-dealt, and diverted corporate funds to finance his own Florida operations.
Degen moved to dismiss under Fed. R. Civ. P. 12(b)(3) (improper venue) and 12(b)(6) (failure to plead breach of contract with sufficient specificity).
Ramirez submitted a declaration that Degen traveled to Buffalo for negotiations and agreed to manage the company while present there; the disputed bank account is located in the Western District of New York.
The Court denied the venue challenge (finding a substantial part of the events occurred in the Western District of New York) and granted dismissal of the breach of contract claim for failure to plead the contract’s terms and specific provisions allegedly breached; that claim was dismissed without prejudice.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Venue — is Western District of NY proper under 28 U.S.C. § 1391(b)(2)?	Venue is proper because negotiations, managerial agreement formation, ongoing communications, and the corporate bank account are connected to the Western District.	Venue is improper; Florida is the proper or more convenient forum.	Denied — venue proper: a substantial part of events occurred in W.D.N.Y. (agreement formation/communications and bank account ties).
Breach of contract — did Complaint plead a plausible contract claim?	Plaintiffs allege Degen agreed to be manager (no ownership) and that his self-dealing and conversion breached the Agreement(s).	The contract allegations are too vague: unspecified whether one or multiple agreements, oral vs written, parties, terms, or which term was breached.	Granted — breach of contract claim dismissed without prejudice for failure to plead contract terms and specific breach.

Gulf Ins. Co. v. Glasbrenner, 417 F.3d 353 (2d Cir. 2005) (explains § 1391(b)(2) requires a substantial part of events material to the claim occurred in the district)
Daniel v. American Board of Emergency Medicine, 428 F.3d 408 (2d Cir. 2005) (two-step venue inquiry: identify relevant events and determine whether a substantial part occurred in the district)
Reliance Ins. Co. v. Polyvision Corp., 474 F.3d 54 (2d Cir. 2007) (venue may be proper in multiple districts; court need not select the "best" venue)
Americorp Financial, Inc. v. St. Joseph's Hosp. Health Ctr., 180 F. Supp. 2d 387 (N.D.N.Y. 2001) (elements and pleading requirements for a breach of contract claim under New York law)
Posner v. Minnesota Mining & Manufacturing Co., 713 F. Supp. 562 (E.D.N.Y. 1989) (complaint must plead the terms of the agreement underlying a breach claim)