JOINT STIPULATION AND ORDER TO TRANSFER CASE TO THE DISTRICT OF COLORADO PURSUANT TO 28 U.S.C. § 1404

RICHARD F. BOULWARE, II, District Judge.

Plaintiff Nahum Rand and Defendants Michael Patsalos-Fox, Michael Patterson, Vedanta Capital, LP and Paul Bartlett jointly submit their stipulated motion to transfer this case to the District of Colorado pursuant to 28 U.S.C. § 1404(a).1 In furtherance of their joint stipulated motion, the parties state as follows:

I. BACKGROUND

1. Plaintiff Nahum Rand is a stockholder in Defendant InfoNow Corporation, a Colorado-based business. Defendants Michael Patsalos-Fox, Michael Patterson, and Paul Bartlett are directors of InfoNow and representatives of Defendants Vedanta Capital, LP, Rho Ventures and Sequel Venture Partners.

2. In sum, Plaintiff alleges that Defendants breached their fiduciary duties to Plaintiff in connection with InfoNow's Series D financing. Defendants deny Plaintiff's allegations.

3. In discussions between counsel concerning the First Amended Complaint, Defendants' counsel advised Plaintiff's counsel that Defendants intended to move to dismiss the First Amended Complaint as to all Defendants (other than InfoNow) for lack of personal jurisdiction in Nevada.2

4. Following this discussion, the parties decided that to cure any jurisdictional defects and to avoid costly motions practice on personal jurisdiction, the parties would stipulate and consent to a transfer to the District of Colorado under 28 U.S.C. § 1404(a).

II. LEGAL ANALYSIS

5. Section 1404(a) states: "[f]or the convenience of parties and witnesses, in the interests of justice, a district court may transfer any civil action to any other district or division where it may have been brought or to any district or division to which all parties have consented."

6. Here, not only have the parties consented to the action being transferred to the District of Colorado, but Plaintiff could have brought this action in Colorado. Venue is proper in Colorado, inasmuch as InfoNow is a Colorado-based company and the some of the acts giving to rise to Plaintiff's claims occurred in Colorado. See 28 U.S.C. § 1391(b)(2). Similarly, personal jurisdiction in Colorado is proper over InfoNow and Defendant Connor, both of whom are citizens of Colorado. The remaining Defendants consent to personal jurisdiction in Colorado and they most likely would be subject to personal jurisdiction in Colorado in any event, as they are directors of a Colorado-based corporation and have connections with Colorado in their capacity of directors.

7. A transfer under section 1404(a) would be convenient not only for the parties (as it eliminates jurisdictional problems), but would be equally convenient for witnesses (none of whom other than Plaintiff are likely located in Nevada) and equally convenient for matters like access to relevant sources of proof (most of which is located outside Nevada). Certainly, a transfer to Colorado would not be any less convenient than litigating in Nevada and would not create any issues that the parties would not also face if the case remained in Nevada.

8. A transfer to Colorado serves the interests of justice in that it gives effect to the parties' desire to have the mater litigated there, and saves judicial resources by not burdening the court with lengthy jurisdictional motions that will be avoided with a transfer to Colorado.

WHEREFORE, for the foregoing reasons, the parties respectfully request that the court grant their joint stipulate motion and transfer this case to the District of Colorado.

ORDER

IT IS SO ORDERED.