United States v. H & R Block, Inc.
789 F. Supp. 2d 74
D.D.C.2011Background
- DOJ filed antitrust action to enjoin H&R Block's proposed acquisition of TaxACT (2SS Holdings).
- Defendants moved to transfer venue from D.D.C. to the Western District of Missouri, where H&R Block is headquartered.
- TaxACT is a digital DIY tax preparation provider; market is highly concentrated with Intuit and H&R Block as leading firms.
- DOJ alleges TaxACT acted as a Maverick/price-disruptor, influencing free-file and competitive dynamics in the market.
- Initiating pleadings occurred in Washington, D.C.; the merger agreement involves a Delaware forum-selection clause and Missouri negotiation sites.
- Court denies transfer, holding plaintiff’s forum choice deserves substantial deference and public/private factors do not overwhelmingly favor Missouri.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether transfer under 28 U.S.C. §1404(a) is warranted. | Plaintiff argues forum is proper and deference to its chosen venue. | Defendants contend Missouri is preferable due to merger activities and headquarters. | Transfer denied; factors not strongly favorable to defendants. |
| Does plaintiff’s forum choice receive substantial deference in antitrust transfer cases? | Choice of DC forum has meaningful ties and DOJ headquarters here. | No meaningful ties; major events occur in Missouri/Iowa. | Plaintiff’s forum choice is entitled to substantial deference. |
| Do the private factors favor transfer, including convenience of parties and witnesses? | Some witnesses non-party located nationwide; no clear convenience gain. | Witnesses (especially in MO) would be more convenient in Western District of Missouri. | Witness convenience slightly favors transfer but not strongly overall. |
| Do public interest factors support transfer (local interest, familiarity with law, docket congestion)? | National nature of antitrust dispute negates strong local interest; both districts familiar with federal antitrust law. | Transfer could reduce risk of local disruption and leverage Missouri connections. | Public interests neutral; do not compel transfer. |
Key Cases Cited
- Cephalon, Inc. v. FTC, 551 F. Supp. 2d 21 (D.D.C. 2008) (plaintiff's forum choice entitled to substantial deference in transfer)
- Second Chance Body Armor, Inc. v. The Doe, 771 F. Supp. 2d 42 (D.D.C. 2011) (weighty burden to disturb plaintiffs' forum choice; related cases matter)
- Brown Univ. v. United States, 772 F. Supp. 241 (E.D. Pa. 1991) (government choice of venue given heightened respect in antitrust context)
- Westrick v. Second Chance Body Armor, Inc., 771 F. Supp. 2d 42 (D.D.C. 2011) (forum-transfer burden shown; meaningful ties affect deference)
- Demery v. Montgomery Cnty., MD, 602 F. Supp. 2d 206 (D. Md. 2009) (federal antitrust transfer familiarity balanced)