UNIVEST CAPITAL, INC. v. BLAIR TRANSITIONS MHT LLC, 2:17-cv-01322

Univest Capital (PA creditor) sued multiple physician-defendants and guarantors on loan/IPA contracts after alleged defaults; defendants are mostly Texas residents and businesses.
Plaintiff filed 26 related suits in the Eastern District of Pennsylvania; several related actions were previously filed in the Northern District of Texas and consolidated there under Judge Sam A. Lindsay.
Contracts contain a forum-selection clause permitting Univest, at its option, to litigate in Bucks County, Pennsylvania (permissive, not mandatory) and waiver of jury trial.
Defendants moved to dismiss or transfer venue; they argued convenience and the existence of related consolidated Texas cases favored transfer; Univest relied on the forum-selection clause to keep venue in Pennsylvania.
The district court applied 28 U.S.C. § 1404(a) and Jumara factors, giving reduced weight to Univest’s forum choice because (a) the clause is permissive and (b) operative facts occurred outside Pennsylvania.
Court concluded transfer to the Northern District of Texas served the interests of justice (consolidation, convenience, local interest, enforceability) and granted defendants’ motions to transfer.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether case should be transferred under 28 U.S.C. § 1404(a)	Univest preferred Pennsylvania forum based on forum-selection clause	Transfer appropriate for convenience and to consolidate with related Texas actions	Transfer granted to N.D. Tex.; §1404(a) factors favor transfer
Effect of forum-selection clause	Clause selects Bucks County, PA and supports keeping case in Pennsylvania	Clause is permissive (plaintiff’s option) and thus entitled to less weight	Clause is permissive; given plaintiff chose a non-Bucks-County PA court, clause carries little weight
Proper venue (connection of operative facts)	Venue in E.D. Pa. acceptable due to plaintiff’s principal place of business	Operative facts (loans, business operations, defendant residences) occurred in Texas	Most acts/omissions occurred in Texas; plaintiff’s choice afforded reduced deference
Weight of related pending Texas actions/consolidation	Plaintiff downplayed transfer despite related Texas suits	Presence of consolidated, related actions in N.D. Tex. favors transfer to avoid inconsistent rulings and promote efficiency	Related action in transferee forum is highly persuasive; transfer serves interests of justice

Lafferty v. Gito St. Riel, 495 F.3d 72 (3d Cir. 2007) (§1404(a) transfers are discretionary and presume proper jurisdiction/forum)
Jumara v. State Farm Ins. Co., 55 F.3d 873 (3d Cir. 1995) (enumerates private and public factors for §1404(a) analysis)
In re United States, 273 F.3d 380 (3d Cir. 2001) (transfer decisions are within district court discretion)
Ferens v. John Deere Co., 494 U.S. 516 (U.S. 1990) (concurrent suits in different districts risk waste and inconsistency; §1404 aims to prevent that)
Continental Grain Co. v. Barge FBL-585, 364 U.S. 19 (U.S. 1960) (same concern about duplicative litigation and judicial economy)
Cottman Transmissions Sys., Inc. v. Martino, 36 F.3d 291 (3d Cir. 1994) (venue test focuses on location of events or omissions giving rise to claim)
Synthes, Inc. v. Knapp, 978 F. Supp. 2d 450 (E.D. Pa. 2013) (distinguishes permissive vs. mandatory forum-selection clauses and weight to be given)
Aamco Transmission Inc. v. Johnson, 641 F. Supp. 2d 464 (E.D. Pa. 2009) (summarizes Jumara factors for transfer analysis)
EVCO Tech. & Dev. Co. v. Precision Shooting Equip., Inc., 379 F. Supp. 2d 728 (E.D. Pa. 2005) (transfer not meant to merely shift inconvenience between parties)