CASE 0:20-cv-02071-SRN-ECW Doc. 64 Filed 03/22/21 Page 1 of 19
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`UNITED STATES DISTRICT COURT
`DISTRICT OF MINNESOTA
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`
`
`BCBSM, Inc., Health Care Service
`Corporation, Molina Healthcare, Inc., and
`Blue Cross and Blue Shield of Florida,
`Inc.,
`
`
`Case No. 20-cv-02071 (SRN/ECW)
`
`
`
`ORDER
`
`
`Plaintiffs,
`
`
`v.
`
`
`Celgene Corporation and Bristol-Meyers
`Squibb Corporation,
`
`
`Defendants.
`
`
`
`Charles Z. Kopel, Lowey Dannenberg, P.C., 100 Front Street, Suite 520, West
`Conshohocken, PA 19428; Peter D. St. Phillip, Jr. and Uriel Rabinovitz, Lowey
`Dannenberg, P.C., 44 South Broadway, Suite 1100, White Plains, NY 10601; and
`Thomas R. Bennerotte and Vincent J. Moccio, Bennerotte & Associates, P.A., 3085
`Justice Way, Suite 200, Eagan, MN 55121, for Plaintiffs.
`
`Andrew M. Luger and Lisa L. Beane, Jones Day, 90 South Seventh Street, Suite 4950,
`Minneapolis, MN 55402; Benjamin M. Greenblum, Colette Connor, and John E.
`Schmidtlein, Williams & Connolly LLP, 725 Twelfth Street, Washington, DC 20005;
`Brian David Hershman, Jones Day, 555 South Flower Street, 50th Floor, Los Angeles,
`CA 90071; and Rajeev Muttreja and Toni Citera, Jones Day, 250 Vesey Street, New
`York, NY 10281, for Defendants.
`
`
`
`SUSAN RICHARD NELSON, United States District Judge
`
`
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`This matter is before the Court on three motions filed by the parties. First, Plaintiffs
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`move to remand this case to the District Court for Dakota County, Minnesota [Doc.
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`No. 24]. Second, Defendants move to dismiss for lack of personal jurisdiction under
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`Federal Rule of Civil Procedure 12(b)(2), or in the alternative, to transfer this case to the
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`1
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`CASE 0:20-cv-02071-SRN-ECW Doc. 64 Filed 03/22/21 Page 2 of 19
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`United States District Court for the District of New Jersey [Doc. No. 39]. And finally,
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`Defendants move to dismiss for failure to state a claim upon which relief may be granted
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`under Rule 12(b)(6) [Doc. No. 45]. Based on a review of the files, submissions, and
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`proceedings herein, and for the reasons below, the Court DENIES Plaintiffs’ Motion to
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`Remand, GRANTS Defendants’ Motion to Dismiss or Transfer Venue, and DENIES as
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`moot Defendants’ Motion to Dismiss under Rule 12(b)(6).
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`I.
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`BACKGROUND
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`In this case, Plaintiffs charge Defendant Celgene Corporation and its parent
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`company, the Bristol-Meyers Squibb Company (collectively, “Celgene”), with suppressing
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`generic competition against Celgene’s Thalomid and Revlimid drugs in violation of state
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`antitrust laws. (Compl. [Doc. No. 1-1], at ¶¶ 4-6.) Specifically, Plaintiffs allege that
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`Celgene: (1) manipulated its Risk Evaluation and Mitigation Strategy (“REMS”) programs,
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`which are designed to control distribution of the drugs and protect patients from the drugs’
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`harmful properties, in order to prevent potential generic competitors from obtaining the
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`samples of the drugs necessary to develop generics; (2) prevented pharmacies and
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`ingredient suppliers from supplying such samples to potential generic competitors; (3) filed
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`baseless citizen petitions with the United States Food and Drug Administration to prevent
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`approval of generic versions of Thalomid and Revlimid; (4) fraudulently obtained patents
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`from the United States Patent and Trademark Office; and (5) engaged in serial “sham”
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`patent infringement lawsuits.1 (Id. ¶ 4.) Plaintiffs also allege that when Celgene’s efforts
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`1 One plaintiff, the Health Care Service Corporation, also asserts fraud, negligent
`misrepresentation, and unjust enrichment claims regarding Celgene’s alleged promotion of
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`2
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`CASE 0:20-cv-02071-SRN-ECW Doc. 64 Filed 03/22/21 Page 3 of 19
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`failed to prevent potential generic competition, Celgene “entered into confidential
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`settlements with its competitors that may have included anti-competitive ‘pay-for-delay’
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`reverse payments.” (Id. ¶ 5.) As a result of these efforts, Celgene allegedly maintained a
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`monopoly over Thalomid and Revlimid, enabling it to charge inflated prices that resulted
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`in Revlimid becoming the second highest grossing drug worldwide. (Id. ¶¶ 11-13.)
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`Plaintiffs are BCBSM, Inc., the Health Care Service Corporation (“HCSC”), Molina
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`Healthcare, Inc. (“Molina”), and Blue Cross and Blue Shield of Florida, Inc. (“Florida
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`Blue”)—insurers who allege that they were required to pay “supracompetitive prices” to
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`reimburse members for Thalomid and Revlimid. (Id. ¶¶ 13, 21-24.) Plaintiffs originally
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`filed their Complaint in the District Court for Dakota County, Minnesota, asserting several
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`causes of action under numerous states’ antitrust and tort laws. (See id. ¶¶ 545-92.)
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`After Celgene removed to this Court, Plaintiffs moved to remand, arguing that this
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`Court lacks subject-matter jurisdiction. Celgene, in turn, moved to dismiss Plaintiffs’
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`claims for lack of personal jurisdiction or, in the alternative, to transfer the case to the
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`United States District Court for the District of New Jersey. In addition, Celgene moved to
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`dismiss for failure to state a claim upon which relief may be granted under Federal Rule of
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`Civil Procedure 12(b)(6).
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`Against this backdrop, the Court will turn to the record pertinent to the parties’
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`motions. The Court will first examine Plaintiffs’ allegations regarding personal jurisdiction
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`Thalomid and Revlimid for off-label uses, for which Thalomid and Revlimid were known
`to be ineffective. (See id. ¶¶ 575-92.)
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`3
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`CASE 0:20-cv-02071-SRN-ECW Doc. 64 Filed 03/22/21 Page 4 of 19
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`over Celgene, which are relevant to both Plaintiffs’ Motion to Remand and Celgene’s
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`Motion to Dismiss or Transfer Venue. Then, the Court will briefly overview the lengthy
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`history of litigation underlying this lawsuit, which is eminently relevant to Celgene’s
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`request to transfer this case to the District of New Jersey. Given the Court’s ultimate
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`disposition of this matter, it need not examine Plaintiffs’ allegations regarding the merits
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`of their claims.
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`The Parties’ Connections to Minnesota
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`A.
`Both Plaintiffs’ Motion to Remand and Celgene’s Motion to Dismiss or Transfer
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`Venue turn on the connection between the parties, their claims, and Minnesota. As alleged
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`in the Complaint, BCBSM is both headquartered and incorporated in Minnesota; HCSC is
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`headquartered and incorporated in Illinois; Florida Blue is headquartered and incorporated
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`in Florida; and Molina is headquartered in California and incorporated in Delaware. (Id.
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`¶¶ 21-24.) Celgene is headquartered in New Jersey and incorporated in Delaware, and
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`Bristol-Meyers Squibb is headquartered in New York and incorporated in Delaware. (Id.
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`¶¶ 26-27.)
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`The alleged connection between the parties and this forum arises principally from
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`Prime Therapeutics LLC and Prime Therapeutics Specialty Pharmacy LLC (collectively,
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`“Prime Therapeutics”). Prime Therapeutics are pharmacy benefit managers, are
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`incorporated and headquartered in Minnesota, and are partially owned by HCSC. (Id. ¶ 20.)
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`It is alleged that HCSC, BCBSM, and Florida Blue reimbursed claims for Thalomid and
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`Revlimid through Prime Therapeutics, including claims in Dakota County, Minnesota. (Id.
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`¶ 469.) Plaintiffs specifically allege that HCSC spent $57,000 on Thalomid and $675,000
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`on Revlimid for members in Dakota County. (Id. ¶ 20.) However, Plaintiffs do not allege
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`that Molina had any relationship with Prime Therapeutics, or that Molina reimbursed
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`claims for Thalomid and Revlimid in Minnesota.
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`Further, Plaintiffs allege that Minnesota pharmacies participated in Celgene’s
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`REMS programs—which are designed to control distribution of Thalomid and Revlimid,
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`given the drugs’ history of dangerous side-effects. (See id. ¶¶ 103-12.) Plaintiffs allege that
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`Celgene abused its REMS programs to prevent distribution of Thalomid and Revlimid to
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`potential competitors. (Id.) Although the Complaint alleges generally that Celgene
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`operated its REMS programs through specialty pharmacies, Plaintiffs do not specifically
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`identify any Minnesota pharmacies that participated in the programs, or any Minnesota
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`manufacturers that were harmed by the programs. (See id. ¶¶ 103-06.)
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`Finally, Plaintiffs argue—though the Complaint does not allege—that Minnesota is
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`a “crucial hub” for the sale of pharmaceuticals, and that Celgene employs sales
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`representatives to interact with physicians and other healthcare professionals in the state.
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`(Mem. in Opp’n to Mot. to Dismiss or Transfer [Doc. No. 54], at 15.)
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`Litigation Involving Thalomid and Revlimid
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`B.
`Plaintiffs are not the first to allege that Celgene has engaged in anticompetitive
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`practices with respect to Thalomid and Revlimid. In 2014, generic manufacturer Mylan
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`brought an antitrust suit against Celgene in the District of New Jersey. After protracted
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`litigation culminating in a lengthy and detailed summary judgment order, the case settled
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`in 2019. See Mylan Pharm., Inc. v. Celgene Corp., No. 14-cv-02094-ES-MAH (D.N.J. Oct.
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`3, 2018). In addition, a putative class of indirect purchasers brought similar antitrust claims
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`CASE 0:20-cv-02071-SRN-ECW Doc. 64 Filed 03/22/21 Page 6 of 19
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`against Celgene in 2014, also in the District of New Jersey. See In re Thalomid & Revlimid
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`Antitrust Litig., No. 14-cv-06997-MCA-MAH (D.N.J.). Plaintiffs are among a number of
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`potential class-members that opted out of the class settlement in that case. Another class
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`opt-out filed suit in the District of New Jersey in 2019, and that litigation remains ongoing.
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`See Humana Inc. v. Celgene Corp., No. 19-cv-07532-ES-MAH (D.N.J.). An additional
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`opt-out suit was filed in the District of Minnesota alleging “strikingly similar” claims as
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`the Humana plaintiffs; this Court subsequently transferred the case to the District of New
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`Jersey. United HealthCare Servs., Inc. v. Celgene Corp., No. CV 20-686 (DSD/ECW),
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`2020 WL 7074626, at *2 (D. Minn. Dec. 3, 2020). Another similar lawsuit was filed in the
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`District of Columbia, and Celgene’s motion to transfer that case to the District of New
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`Jersey is under advisement. Blue Cross & Blue Shield Ass’n v. Celgene Corp., No. 20-cv-
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`01980-TSC (D.D.C.). Plaintiffs concede that the antitrust claims raised in Humana, United
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`HealthCare Services, and Blue Cross are similar to those alleged here. (Mem. in Opp’n to
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`Mot. to Dismiss or Transfer at 6-7.)2
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`In addition to the lawsuits directly related to Celgene’s alleged antitrust activity,
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`Celgene has engaged in extensive patent litigation in the District of New Jersey. (See Mem.
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`in Supp. of Mot. to Dismiss or Transfer [Doc. No. 41], at 12-13 (collecting citations to ten
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`2 An additional case has been commenced in Pennsylvania state court. See Blue
`Cross and Blue Shield of Vermont v. Celgene Corp., No. 200500496 (Ct. C.P. Phil. Cty.).
`The parties have not submitted a copy of the complaint in that matter to this Court. At oral
`argument, counsel for Celgene represented that Celgene intends to seek transfer of that
`case to the District of New Jersey. (Tr. [Doc. No. 62], at 29, 54.)
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`lawsuits).) These lawsuits form the basis for Plaintiffs’ claim that Celgene stifled generic
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`competition through “sham” patent infringement suits. (See Compl. ¶¶ 338-441.)
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`II.
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`DISCUSSION
`A.
`The Court turns first, as it must, to its jurisdiction over this matter. Plaintiffs argue
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`Jurisdiction
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`that this Court lacks subject-matter jurisdiction, and that therefore Celgene’s removal was
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`improper. Under 28 U.S.C. § 1441(a), this Court has removal jurisdiction if it would have
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`had original jurisdiction over the action had Plaintiffs filed their Complaint in this Court—
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`that is, if either diversity or federal-question jurisdiction exists. If the Court lacks subject-
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`matter jurisdiction, the case must be remanded. Id. § 1447(c). As the removing party,
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`Celgene bears the burden of establishing federal jurisdiction by a preponderance of the
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`evidence. Altimore v. Mount Mercy Coll., 420 F.3d 763, 768 (8th Cir. 2005).
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`Celgene contends that both diversity and federal-question jurisdiction exist, despite
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`the fact that Plaintiff Molina shares its Delaware citizenship with Celgene, and the fact that
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`the Complaint states only state law causes of action. Celgene urges this Court to disregard
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`Molina’s citizenship for a number of reasons, including that the assignments to Molina of
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`its subsidiaries’ claims against Celgene are invalid, that Molina was fraudulently mis-
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`joined, and that the Court lacks personal jurisdiction over Celgene with respect to Molina’s
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`claims. With respect to federal-question jurisdiction, Celgene argues that Plaintiffs’ state
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`law claims in fact arise under federal law pursuant to Gunn v. Minton, 568 U.S. 251 (2013).
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`In opposing Celgene’s motion, Plaintiffs dispute the foregoing contentions, and argue that
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`the Court must determine whether it has subject-matter jurisdiction before considering its
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`personal jurisdiction over Celgene.
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`It is axiomatic that a federal court “must satisfy itself of its jurisdiction over the
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`subject matter before it considers the merits of a case.” Ruhrgas AG v. Marathon Oil Co.,
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`526 U.S. 574, 583 (1999). It is not true, however, that a court must always consider
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`questions of subject-matter jurisdiction before considering issues of personal jurisdiction.
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`In Ruhrgas, the Supreme Court held that a federal district court, following removal of an
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`action from state court, may “choose among threshold grounds for denying audience to
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`[the] case on the merits.” Id. at 584–85. The Court reasoned that although “subject-matter
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`jurisdiction necessarily precedes a ruling on the merits, the same principle does not dictate
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`a sequencing of jurisdictional issues.” Id. at 584.
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`To be sure, “in most instances subject-matter jurisdiction will involve no arduous
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`inquiry,” and in such cases, “both expedition and sensitivity to state courts’ coequal stature
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`should impel the federal court to dispose of that issue first.” Id. at 587–88. But where a
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`district court faces “a straightforward personal jurisdiction issue presenting no complex
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`question of state law,” and a subject-matter jurisdiction issue that “raises a difficult and
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`novel question,” the court has discretion to resolve the matter on personal jurisdiction
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`grounds first. Id. at 588; accord In re AFY, 734 F.3d 810, 816 (8th Cir. 2013) (“A court
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`faced with more than one jurisdictional issue may decide these jurisdictional questions in
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`any order.”); Crawford v. F. Hoffman-La Roche Ltd., 267 F.3d 760, 764 (8th Cir. 2001)
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`(“[C]ertain threshold issues, such as personal jurisdiction, may be taken up without a
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`finding of subject-matter jurisdiction, provided that the threshold issue is simple when
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`compared with the issue of subject-matter jurisdiction.” (citing Ruhrgas, 526 U.S. at 588)).
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`In this case, the parties’ arguments regarding this Court’s subject-matter jurisdiction
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`are difficult and complex. Celgene urges the Court to consider whether the assignments of
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`Molina’s subsidiaries’ claims to Molina are invalid, and to adopt a “fraudulent misjoinder”
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`doctrine—which the Eighth Circuit has declined to endorse3—and find that Molina’s
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`claims are so distinct from those of the other Plaintiffs that Molina’s citizenship should not
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`be considered for diversity purposes. Celgene further urges the Court to find that Plaintiffs’
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`142-page Complaint, containing causes of action under dozens of states’ statutory and
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`common law, in truth states a claim arising under federal law.
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`By contrast, the personal jurisdiction issues raised in Celgene’s Motion to Dismiss
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`are comparatively “straightforward,” and present “no complex question of state law” (or
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`federal law, for that matter)—at least with respect to Molina’s claims. Ruhrgas, 526 U.S.
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`at 588; see Addelson v. Sanofi, No. 4:16-cv-01277 ERW, 2016 WL 6216124, at *2 (E.D.
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`Mo. Oct. 25, 2016) (finding that subject-matter jurisdiction was the “more complicated”
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`inquiry, given the defendant’s invocation of the fraudulent misjoinder doctrine).
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`3 See In re Prempro Prod. Liab. Litig., 591 F.3d 613, 622 (8th Cir. 2010) (“We make
`no judgment on the propriety of the [fraudulent misjoinder] doctrine in this case, and
`decline to either adopt or reject it at this time. Rather, on the record in this case, we
`conclude that even if we adopted the doctrine, the plaintiffs’ alleged misjoinder in this case
`is not so egregious as to constitute fraudulent misjoinder.”).
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`Accordingly, the Court exercises its discretion under Ruhrgas to first consider its personal
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`jurisdiction over Celgene with respect to Molina’s claims.4
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`Personal Jurisdiction
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`1.
`At the pleading stage, a plaintiff need only make a prima facie showing that the
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`court’s exercise of jurisdiction is proper. Fastpath, Inc. v. Arbela Techs. Corp., 760 F.3d
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`816, 820 (8th Cir. 2014). The plaintiff may meet this burden by pleading facts sufficient to
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`“support a reasonable inference that the defendant[] can be subjected to jurisdiction within
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`the [forum] state.” Dever v. Hentzen Coatings, Inc., 380 F.3d 1070, 1072 (8th Cir. 2004)
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`(citation omitted). Where, as here, the Court has not held an evidentiary hearing on the
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`motion, the Court “must view the evidence in a light most favorable to the plaintiff and
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`resolve factual conflicts in the plaintiff’s favor.” Fastpath, Inc., 760 F.3d at 820.
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`“A federal court may assume jurisdiction over a defendant in a diversity action if
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`the forum State’s long-arm statute permits the exercise of personal jurisdiction and that
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`exercise is consistent with the Due Process Clause of the Fourteenth Amendment.”
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`Creative Calling Sols., Inc. v. LF Beauty Ltd., 799 F.3d 975, 979 (8th Cir. 2015) (citation
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`4 Several district courts within the Eighth Circuit have taken the same course by
`considering personal jurisdiction over a non-diverse plaintiff’s claims prior to ruling on
`subject-matter jurisdiction. See, e.g., Siegfried v. Boehringer Ingelheim Pharm., Inc., No.
`4:16-CV-1942 (CDP), 2017 WL 2778107 (E.D. Mo. June 27, 2017) (finding that the court
`lacked personal jurisdiction over non-diverse plaintiffs’ claims, that after dismissing those
`claims complete diversity existed, and therefore denying motion to remand); Jordan v.
`Bayer Corp., No. 4:17-CV-865 (CEJ), 2017 WL 3006993 (E.D. Mo. July 14, 2017) (same);
`Addelson, 2016 WL 6216124 (finding that the personal jurisdiction inquiry was the simpler
`threshold issue given the defendant’s invocation of the fraudulent misjoinder doctrine,
`dismissing the non-diverse plaintiff’s claims on personal jurisdiction grounds, and then
`denying motion to remand).
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`omitted). Minnesota’s long-arm statute is co-extensive with federal due process
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`requirements. Juelich v. Yamazaki Mazak Optonics Corp., 682 N.W.2d 565, 570 (Minn.
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`2004). Accordingly, this Court has personal jurisdiction over Celgene so long as due
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`process is satisfied.
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`Personal jurisdiction may be either specific or general. “‘Specific jurisdiction refers
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`to jurisdiction over causes of action arising from or related to a defendant’s actions within
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`the forum state,’ while ‘[g]eneral jurisdiction . . . refers to the power of a state to adjudicate
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`any cause of action involving a particular defendant, regardless of where the cause of action
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`arose.’” Viasystems, Inc. v. EBM-Papst St. Georgen GmbH & Co., KG, 646 F.3d 589, 593
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`(8th Cir. 2011) (quoting Miller v. Nippon Carbon Co., 528 F.3d 1087, 1091 (8th Cir.
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`2008)). Plaintiffs do not contend that Celgene is subject to general personal jurisdiction in
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`Minnesota; rather, Plaintiffs assert that Celgene has sufficient minimum contacts with
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`Minnesota to support the exercise of specific personal jurisdiction.
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`Courts must consider five factors in analyzing whether due process permits the
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`exercise of personal jurisdiction over a non-resident defendant: “(1) the nature and quality
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`of the contacts with the forum state; (2) the quantity of the contacts with the forum state;
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`(3) the relation of the cause of action to the contacts; (4) the interest of the forum state in
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`providing a forum for its residents; and (5) the convenience of the parties.” In re Nat’l
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`Hockey League Players’ Concussion Inj. Litig., No. 15-cv-00472 (SRN/JSM), 2019 WL
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`5079980, at *3 (D. Minn. Oct. 10, 2019) (citing Wells Dairy, Inc. v. Food Movers Int’l,
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`Inc., 607 F.3d 515, 518 (8th Cir. 2010)). “The first three factors are closely related and are
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`of primary importance, while the last two factors are secondary.” Pecoraro v. Sky Ranch
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`for Boys, Inc., 340 F.3d 558, 562 (8th Cir. 2003) (citation omitted). Moreover, specific
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`personal jurisdiction requires that “the suit must aris[e] out of or relat[e] to the defendant’s
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`contacts with the forum. In other words, there must be an affiliation between the forum and
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`the underlying controversy, principally, [an] activity or an occurrence that takes place in
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`the forum State and is therefore subject to the State’s regulation.” Bristol-Myers Squibb
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`Co. v. Superior Ct. of California, San Francisco Cty., 137 S. Ct. 1773, 1780 (2017)
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`(citations and internal quotation marks omitted).
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`Applying the foregoing principles, the Court finds that Plaintiffs have not made a
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`prima facie showing that the court’s exercise of jurisdiction over Celgene with respect to
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`Molina’s claims is proper. Fastpath, Inc., 760 F.3d at 820; see In re Nat’l Hockey League
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`Players’ Concussion Inj. Litig., 2019 WL 5079980, at *3 (reading Bristol-Meyers Squibb
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`as requiring non-resident plaintiffs “to establish jurisdiction, on a plaintiff-by-plaintiff,
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`claim-by-claim assessment, by demonstrating that the claims involve ‘an activity or
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`occurrence that takes place in the forum State’”). In order to support personal jurisdiction,
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`Plaintiffs point to their expenses incurred in reimbursing purchases of Thalomid and
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`Revlimid in Dakota County, Minnesota—primarily through Prime Therapeutics. But
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`Plaintiffs do not allege that either Molina or its subsidiaries used Prime Therapeutics as a
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`pharmacy benefit manager, or otherwise reimbursed purchases of Thalomid and Revlimid
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`in Minnesota. Indeed, Plaintiffs allege no facts to connect Molina and Minnesota at all.
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`Moreover, none of Celgene’s alleged anticompetitive conduct—Celgene’s abuse of its
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`REMS distribution programs,5 its manipulation of Food and Drug Administration
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`procedures, or its prosecution of fraudulent patents and sham patent litigation—occurred
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`in Minnesota. Thus, as in Bristol-Meyers Squibb, Plaintiffs do not allege that Molina is a
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`resident of the forum, that Molina suffered any harm in the forum, or that any of the conduct
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`giving rise to Molina’s claims occurred in the forum. See Bristol-Myers Squibb Co., 137
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`S. Ct. at 1782.
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`Accordingly, the Court finds that it does not have personal jurisdiction over
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`Celgene, at least with respect to Molina’s claims.6 The Court therefore grants Celgene’s
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`5 Although Plaintiffs assert that some Minnesota pharmacies participated in
`Celgene’s restrictive distribution programs, the Complaint does not specifically identify
`any such pharmacies. Rather, Plaintiffs’ REMS claim—like its other claims—simply
`alleges nationwide misconduct by Celgene, without specifically connecting that conduct to
`this forum.
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`6 The Court acknowledges Plaintiffs’ request for the opportunity to conduct
`jurisdictional discovery to further develop the record regarding Celgene’s contacts with
`this forum. In particular, Plaintiffs note that discovery is required to investigate Celgene’s
`employment of sales representatives in Minnesota and Celgene’s implementation of its
`REMS programs through Minnesota pharmacies. But Plaintiffs have not pleaded facts
`supporting jurisdictional discovery. See Viasystems, Inc., 646 F.3d at 598 (“[W]hen a
`plaintiff offers only speculation or conclusory assertions about contacts with a forum state,
`a court is within its discretion in denying jurisdictional discovery.” (quoting Dever, 380
`F.3d at 1074 n.1)); Kedrowski v. Lycoming Engines, No. CV 15-19 (DSD/LIB), 2015 WL
`12780469, at *2 (D. Minn. Feb. 20, 2015) (“Typically, jurisdictional discovery will only
`be permitted where a plaintiff offers some sort of documentary evidence—rather than
`speculations or conclusory allegations—of a defendant’s contacts with a forum state.”).
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`Neither Plaintiffs’ conclusory allegation that “[a]ll defendants transact business in
`Dakota County,” Compl. ¶ 18, nor Plaintiffs’ assertions regarding Celgene’s sales and
`marketing activity (which are not included in the Complaint), support the need for
`jurisdictional discovery. And, ultimately, the information required to connect Molina’s
`claims to this forum—the only portion of Celgene’s Motion to Dismiss for Lack of
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`Motion to Dismiss for Lack of Personal Jurisdiction in part, dismisses Molina’s claims
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`under Federal Rule of Civil Procedure 12(b)(2), and proceeds to consider whether subject-
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`matter jurisdiction exists.
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`Subject-Matter Jurisdiction
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`2.
`Having determined that this Court lacks personal jurisdiction over Celgene with
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`respect to Molina’s claims, the subject-matter jurisdiction inquiry is simple. Without
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`Molina, complete diversity exists in this case, the amount in controversy exceeds $75,000,
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`and diversity jurisdiction therefore exists under 28 U.S.C. § 1332(a). Cf. Siegfried, 2017
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`WL 2778107 (finding that the court lacked personal jurisdiction over non-diverse
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`plaintiffs’ claims, that after dismissing those claims complete diversity existed, and
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`therefore denying motion to remand); see also supra note 4. Accordingly, the Court denies
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`Plaintiffs’ Motion to Remand.7
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`B. Motion to Dismiss or Transfer Venue
`This Court’s subject-matter jurisdiction thus established, the Court next must
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`consider whether it has personal jurisdiction over Celgene with respect to the non-Molina
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`Plaintiffs’ claims, or whether to transfer this case to the District of New Jersey. In the
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`Court’s view, transfer is the better course. “For the convenience of parties and witnesses,
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`Personal Jurisdiction that this Court need consider—is already within Plaintiffs’
`possession.
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`7 Because the Court finds that it lacks personal jurisdiction over Celgene with
`respect to Molina’s claims and therefore has diversity jurisdiction, it need not consider
`Celgene’s alternative bases for discounting Molina’s citizenship, or whether federal-
`question jurisdiction exists.
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`CASE 0:20-cv-02071-SRN-ECW Doc. 64 Filed 03/22/21 Page 15 of 19
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`in the interest of justice, a district court may transfer any civil action to any other district
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`or division where it might have been brought or to any district or division to which all
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`parties have consented.” 28 U.S.C. § 1404(a). Section 1404(a) analysis requires two
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`inquiries: First, the Court must consider “whether the action might have been brought in
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`the proposed transferee district. If so, the Court must [then] consider the convenience and
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`interest of justice factors.” Valspar Corp. v. Kronos Worldwide, Inc., 50 F. Supp. 3d 1152,
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`1155 (D. Minn. 2014) (quoting Austin v. Nestle USA, Inc., 677 F. Supp. 2d 1134, 1136 (D.
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`Minn. 2009)). Here, apart from Plaintiffs’ contention that federal subject-matter
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`jurisdiction does not exist, the parties do not dispute that this action might have been
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`brought in the District of New Jersey. Because the Court has found diversity jurisdiction
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`in this case, it proceeds to the second inquiry.
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`In order to determine whether transfer is warranted under § 1404(a), courts consider
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`three general factors: the convenience of the parties, the witnesses, and the interests of
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`justice. Terra Int’l, Inc. v. Mississippi Chem. Corp., 119 F.3d 688, 691 (8th Cir. 1997).
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`Transfer analysis requires “a case-by-case evaluation of the particular circumstances at
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`hand and a consideration of all relevant factors.” Id.
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`The Court begins with the interests of justice, which is perhaps the most important
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`factor. Nelson v. Master Lease Corp., 759 F. Supp. 1397, 1402 (D. Minn. 1991) (collecting
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`citations). In analyzing this factor, the Court considers “(1) judicial economy, (2) the
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`plaintiff’s choice of forum, (3) the comparative costs to the parties of litigating in each
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`forum, (4) each party’s ability to enforce a judgment, (5) obstacles to a fair trial, (6) conflict
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`of law issues, and (7) the advantages of having a local court determine questions of local
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`CASE 0:20-cv-02071-SRN-ECW Doc. 64 Filed 03/22/21 Page 16 of 19
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`law.” Terra Int’l, Inc., 119 F.3d at 696. The Court considers all but the first and second
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`factors to be neutral.8
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`The Court finds that the judicial economy factor weighs strongly in favor of transfer.
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`The District of New Jersey has extensive experience with the antitrust claims levied against
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`Celgene. The judges of that court have presided over many of the patent infringement
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`lawsuits that form the basis for part of Plaintiffs’ claims, have issued detailed rulings on
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`the antitrust claims presented in the Mylan case, and presided over the class action from
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`which Plaintiffs opted out. See supra Part I.B. Moreover, at least two similar antitrust cases
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`from class opt-outs are currently pending in that district: the Humana case, and the United
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`HealthCare Services case which this Court recently transferred due to its similarity to
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`Humana.9 Section 1404(a) was designed to prevent “the waste[] of time, energy and
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`money” caused when “two cases involving precisely the same issues are simultaneously
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`pending in different District Courts.” Cont’l Grain Co. v. The FBL-585, 364 U.S. 19, 26
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`(1960). Transferring this case to the District of New Jersey, where the court is well-
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`acquainted with the parties, their counsel, and the relevant legal and factual questions, will
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`8 The parties have not argued that the costs of this litigation would be materially
`altered by transfer, or that transfer would affect Plaintiffs’ ability to enforce a judgment,
`impose obstacles to a fair trial, or present conflict of law issues. And given that the
`Complaint includes causes of action under dozens of states’ statutes, neither forum has
`particular advantages in applying the law.
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`9 The Court acknowledges that Plaintiffs present one claim not present in the
`Humana and United HealthCare Services cases—namely, HCSC’s claim involving
`Celgene’s alleged off-label marketing of Thalomid and Revlimid. However, the presence
`of HCSC’s off-label claim does not moot the significant judicial economy gains created by
`the transfer of Plaintiffs’ antitrust claims.
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`CASE 0:20-cv-02071-SRN-ECW Doc. 64 Filed 03/22/21 Page 17 of 19
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`prevent such waste. And, importantly, transferring this case to the forum where other class
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`opt-out cases are pending will help prevent inconsistent judgements.10 For these reasons,
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`the Court finds that judicial economy concerns weigh strongly in favor of transfer.
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`The Court acknowledges that the District of New Jersey currently faces a far heavier
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`caseload than this Court. See In re Apple, Inc., 602 F.3d 909, 915 (8th Cir. 2010) (“Docket
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`congestion is a permissible factor to consider in deciding a § 1404(a) motion, but it is not
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`‘by itself, a dispositive factor.’” (citations omitted)); see Mem. in Opp’n to Mot. to Dismiss
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`or Transfer at 22-23 (citing docket statistics showing that the District of New Jersey had
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`2,285 pending civil cases per district court judge, well above this District’s caseload, as of
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`June 2020). Nonetheless, the Court finds that the District of New Jersey’s docket
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`congestion does not override the judicial economy benefits offered by transfer.
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`Lastly, the Court considers Plaintiffs’ choice of forum. As this Court reasoned in
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`United HealthCare Services, Plaintiffs’ “choice of forum is owed deference, but that
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`deference does not overr