Gregory, Iii v. Pocono Grow Fertilizer Corporation

35 F.Supp.2d 295 (1999)

Purchase the Printed Copy at bsmsphd.com

Nature of the Case

To access this section all you need to do is click here and register.

Facts

Waste Stream is a New York corporation with its principal place of business in Weedsport, New York. All the shares of Waste Stream were owned by P, who resides in New York, Junior, who resides in Massachusetts, and Gordon, who resides in Maryland. Pocono Grow (D) is a Pennsylvania corporation with its principal place of business in Stroudsberg, Pennsylvania. D owns the permits and licenses necessary to construct and operate a waste treatment and recycling facility in East Stroudsberg, Pennsylvania. All the shares of D are owned by Bruce and Karen Ecke, who reside in Pennsylvania. P and D began discussing a potential business relationship and conducted these negotiations between New York and Pennsylvania by telephone, facsimile, and mail. The goal was to build a waste facility in Pennsylvania. One face-to-face meeting occurred between P and the Eckes in Pennsylvania during the summer or fall of 1997. On March 12, 1998, P prepared and executed a letter of intent in New York, which proposed that Waste Stream become a 50% equity owner of D's stock and execute an operation and maintenance agreement for the facility. This letter of intent was delivered to Ecke in Pennsylvania, signed by him on March 13, 1998, and then returned to P in New York. In April 1998, P informed D that all the stock of Waste Stream and Earth Blends, Inc., a company affiliated with Waste Stream, had been acquired by U.S. Liquids, Inc. and U.S. Liquids Northeast, Inc. P assured D that this stock acquisition would not have any adverse effect on Waste Stream's commitment to the facility. On May 22, 1998, U.S. Liquids informed D that it did not intend to provide equity for the facility. Waste Stream's individual partners also decided that they did not want to pursue the transaction contemplated by the letter of intent. Ds advised Ps that they were prepared to commence litigation against Waste Stream and the individual plaintiffs for breach of the letter of intent. P commenced this action for a declaratory judgment that there is no enforceable agreement between the parties. Ds have moved to dismiss P's complaint for improper venue or, in the alternative, to transfer this action to the Middle District of Pennsylvania.