United States District Court, N.D. Oklahoma
MOJAVE OIL & GAS, L.L.C., on behalf of itself and a class of similarly situated persons, Plaintiff,
ENERVEST OPERATING, L.L.C.; ENERVEST ENERGY INSTITUTIONAL FUND XIII-A, L.P.; ENERVEST ENERGY INSTITUTIONAL FUND XIII-WIB, L.P.; and ENERVEST ENERGY INSTITUTIONAL FUND XIII-WIC, L.P., Defendants.
OPINION AND ORDER
H. PAYNE, UNITED STATES DISTRICT JUDGE
the Court are Defendants' Motion to Transfer Action to
the Western District of Oklahoma (Doc. No. 28),
Plaintiff's Response in Opposition (Doc. No. 33), and
Defendants' Reply (Doc. No. 36). For the reasons
explained below, Defendants' Motion to Transfer is
Mojave Oil & Gas, L.L.C. (“Plaintiff”)
initiated this purported class action by filing a petition in
the District Court of Tulsa County, Oklahoma. (Doc. No. 2-1).
Defendants EnerVest Operating, L.L.C., EnerVest Energy
Institutional Fund XIIIA, L.P., EnerVest Energy Institutional
Fund XIII-WIB, L.P., and EnerVest Energy Institutional Fund
XIII-WIC, L.P. (“Defendants”) subsequently
removed the case to this Court. (Doc. No. 2). Plaintiff
alleges that it is a non-operating working interest owner in
three wells located in Beckham County, Oklahoma, in which
Defendants act as an operator. (Doc. No. 2-1, ¶¶
8-9). In October 2015, Defendants billed Plaintiff over $120,
000 in litigation settlement costs and fees, which Defendants
claimed was Plaintiff's proportionately allocated share
of $52 million paid by Defendants to settle the case of
Chieftain Royalty Co. v. SM Energy Co., EnerVest Energy
Institutional Fund XII-A, L.P., EnerVest Energy Institutional
Fund XIII-WIB, L.P., EnerVest Energy Institutional Fund
XIII-WIC, L.P., EnerVest Operating, L.L.C., and FourPoint
Energy, LLC, No. 11-CV-177-D, in the Western District of
Oklahoma (the “Chieftain case”).
(Id. ¶¶ 12-16, 21-25). Plaintiff was not a
party to the Chieftain case and did not participate
in or agree to the settlement in the Chieftain case.
(Id. ¶¶ 17-20). Defendants then began
“netting the Chieftain litigation settlement
amount and attorney fees against amounts that Defendants owed
to Plaintiff. (Id. ¶ 28). In this action,
Plaintiff seeks damages on its own behalf and on behalf of a
class of those similarly situated to recover the wrongfully
withheld royalty payments pursuant to Oklahoma law.
(Id. ¶¶ 65-74). Plaintiff also seeks to
recover for breach of contract, breach of trust, and
constructive fraud, and it seeks a declaratory judgment that
EnerVest is not entitled to recover its litigation settlement
costs and legal fees from the Chieftain case from
Plaintiff and other non-operating working interest owners.
(Id. ¶¶ 75-111). Plaintiff seeks actual
and punitive damages, pre- and post-judgment interest,
attorney fees, expenses, and costs. (Id., Prayer
now request that this action be transferred from the United
States District Court for the Northern District of Oklahoma
(“Northern District”) to the United States
District Court for the Western District of Oklahoma
(“Western District”) pursuant to 28 U.S.C. §
1404(a) (Doc. No. 28). Defendants argue that Plaintiff's
claims arise exclusively from Defendants' involvement in
the Chieftain case, which remains pending before
Judge Timothy DeGiusti in the Western District. Plaintiff
opposes a change of venue to the Western District (Doc. No.
28 U.S.C. § 1404(a), a federal district court may
transfer a civil action “for the convenience of parties
and witnesses, in the interest of justice . . . to any other
district or division where it might have been brought.”
It is undisputed that this action could have been brought in
the Western District. Therefore, the key question is whether
convenience and fairness dictate transfer under 28 U.S.C.
§ 1404(a). “Section 1404(a) is intended to place
discretion in the district court to adjudicate motions for
transfer according to an ‘individualized, case-by-case
consideration of convenience and fairness.'”
Stewart Org., Inc. v. Ricoh Corp., 487 U.S. 22, 29
(1988) (quoting Van Dusen v. Barrack, 376 U.S. 612,
“party moving to transfer a case pursuant to §
1404(a) bears the burden of establishing that the existing
forum is inconvenient.” Chrysler Credit Corp. v.
Country Chrysler, Inc., 928 F.2d 1509, 1515 (10th Cir.
1991) (citations omitted). “Unless the balance is
strongly in favor of the movant the plaintiff's choice of
forum should rarely be disturbed.” Wm. A. Smith
Contracting Co. v. Travelers Indem. Co., 467 F.2d 662,
664 (10th Cir. 1972). When there is a related action pending
in the transferee district, however, the plaintiff's
choice of forum is of far less significance. See Villa v.
Salazar, 933 F.Supp.2d 50, 54 (D.D.C. 2013); Brown
v. New York, 947 F.Supp.2d 317, 325-26 (E.D.N.Y. 2013);
Hitachi, Ltd. V. EMC Corp., 2002 WL 31098613, at *4
(W.D. Okla. July 15, 2002) (collecting cases). “An
action may be transferred under § 1404(a) at any time
during the pendency of the case, even after judgment has been
entered. Chrysler Credit Corp., 928 F.2d at 1516
(citing 15 C. Wright, A. Miller & E. Cooper, Federal
Practice and Procedure § 3844 at 334-35 (1986)).
considering a motion to transfer under § 1404(a), the
court should weigh the following discretionary factors: (1)
the plaintiff's choice of forum; (2) the accessibility of
witnesses and other sources of proof, including the
availability of compulsory process to insure attendance of
witnesses; (3) the cost of making the necessary proof; (4)
questions as to the enforceability of a judgment if one is
obtained; (5) relative advantages and obstacles to a fair
trial; (6) difficulties that may arise from congested
dockets; (7) the possibility of the existence of questions
arising in the area of conflict of laws; (8) the advantage of
having a local court determine the questions of local law;
and (9) all other considerations of a practical nature that
make a trial easy, expeditious, and economical. Chrysler
Credit Corp., 928 F.2d at 1516 (quoting Texas Gulf
Sulphur Co. v. Ritter, 371 F.2d 145, 147 (10th Cir.
1967)). Section 1404(a) permits a “flexible and
individualized analysis, ” affording district courts
the opportunity to look beyond a narrow or rigid set of
considerations in determining whether to grant a change of
venue. Stewart Org., Inc., 487 U.S. at 29.
careful consideration of the circumstances of this case, the
Court finds that Defendants have met their burden of proving
the existing forum is inconvenient for purposes of 28 U.S.C.
§ 1404(a). The balance of factors under Chrysler
Credit dictate that this case be transferred to the
first factor-the plaintiff's choice of forum-weighs
slightly against transfer. Although Plaintiff is an Oklahoma
limited liability company with is principal place of business
in Tulsa, Oklahoma, the facts giving rise to the lawsuit have
no material relation or significant connection to the
Northern District. Courts “accord little weight to a
plaintiff's choice of forum ‘where the facts giving
rise to the lawsuit have no material relation or significant
connection to the plaintiff's chosen forum.'”
Employers Mut. Cas. Co. v. Bartile Roofs, Inc., 618
F.3d 1153, 1168 (10th Cir. 2010) (quoting Cook v.
Atchison, Topeka & Santa Fe Ry. Co., 816 F.Supp.
667, 669 (D. Kan. 1993)). The three wells that form the basis
for Plaintiff's relationship with Defendants are located
in Beckham County, which is in the Western District. More
importantly, the claims of this suit arise directly from the
litigation and settlement in the Chieftain case,
which is pending and being resolved in the Western District.
For those reasons, Plaintiff's choice of forum is given
considerably less weight.
second factor-the accessibility of witnesses and other
sources of proof-weighs slightly against transfer. Plaintiff
argues no witnesses have yet been identified who are located
in the Western District, whereas Plaintiff's own
identified witness is located in Tulsa and Defendants'
identified witnesses are located in Houston, with two other
potential Plaintiff's witnesses located in Houston and
Denver. (See Doc. No. 33, at 6). While the location
of Plaintiff's Tulsa witness is entitled to some weight,
the burden of one witness' travel from Tulsa to Oklahoma
City is not substantial.
third factor-the cost of making the necessary proof-is
neutral and does not support transfer. Plaintiff argues its
costs would go up if its Tulsa counsel had to drive to the
Western District. However, “the location and
convenience of counsel is not a relevant factor” in the
§ 1404(a) analysis. Bailey v. Union Pac. R. R.
Co., 364 F.Supp.2d 1227, 1230 (D. Colo. 2005) (citing
In re Horseshoe Entm't, 337 F.3d 429, 434 (5th
fourth, fifth, sixth, seventh, and eighth factors are all
neutral and do not support transfer, as there is no relevant
difference between the Northern and ...