Westrock CP, LLC v. Ming's Resource Corporation ( 2022 )

1 2 3 4 5 6 7 8 UNITED STATES DISTRICT COURT 9 EASTERN DISTRICT OF CALIFORNIA 10 ----oo0oo---- 11 12 WESTROCK CP, LLC, No. 2:22-cv-00176 WBS AC 13 Plaintiff, 14 v. ORDER RE: MOTION TO DISMISS COUNTERCLAIMS; ALTERNATIVE 15 MING’S RESOURCE CORPORATION, MOTION TO SEVER AND TRANSFER VENUE; AND MOTION TO STRIKE 16 Defendant. 17 18 ----oo0oo---- 19 This case involves multiple contractual disputes 20 between plaintiff and counter-defendant WestRock CP, LLC 21 (“WestRock”), and defendant and counterclaimant Ming’s Resource 22 Corporation (“MRC”). After being transferred from the United 23 States District Court for the District of Oregon, the matter is 24 before this court on WestRock’s motions (1) to dismiss MRC’s 25 counterclaims or, alternatively, sever the counterclaims and 26 transfer them to Delaware, and (2) to strike certain affirmative 27 defenses MRC has raised. (Motion to Dismiss or Transfer and to 28 Strike (“Mot.”) (Docket No. 19); Docket No. 28.) 1 I. Factual and Procedural Background1 2 WestRock and MRC are companies engaged in the purchase, 3 processing, and sale of recyclable materials. (Compl. at ¶¶ 4-5 4 (Docket No. 1); Countercl. at ¶¶ 5, 7 (Docket No. 10).) On June 5 13, 2016, MRC opened a credit account with WestRock for the 6 purchase of recyclable materials, codified in a Credit Agreement. 7 (Compl. at ¶¶ 6, 10; see Compl., Ex. A (Docket No. 1-1).) From 8 December 14, 2019 to June 23, 2020, MRC purchased recyclable 9 materials from WestRock pursuant to that agreement. (See Compl. 10 at ¶ 10.) WestRock’s complaint alleges that MRC failed to pay 11 the balance for those materials, and WestRock filed suit to 12 recover that balance. (Id. at ¶¶ 9-26.) 13 On December 2, 2019, MRC and WestRock also executed an 14 Asset Purchase Agreement, agreeing that MRC would purchase 15 certain assets from WestRock, including recycling equipment and 16 machinery. (Countercl. at ¶ 7.) A list of these assets was 17 included in a letter distributed by WestRock soliciting purchase 18 of the assets (the “Instruction Letter”), and MRC submitted its 19 bid for purchase in reliance on that list. (Id. at ¶ 12.) When 20 the agreement was executed, the assets were located at a 21 recycling facility operated by WestRock at 4800 Florin-Perkins 22 Road in Sacramento, California. (Id. at ¶ 7.) MRC did not plan 23 to operate that facility, which it understood WestRock intended 24 to close, but rather planned to use the assets at other recycling 25 facilities MRC was already operating. (Id.) 26 In a related agreement executed on the same day, MRC 27 1 The facts described are as alleged in WestRock’s 28 complaint and in MRC’s counterclaims. (Docket Nos. 1, 10.) 1 accepted an assignment of WestRock’s lease of the property on 2 Florin-Perkins Road (the “Lease Agreement”). (Id. at ¶ 8.) 3 Pursuant to that agreement, MRC agreed to assume financial 4 responsibility for the lease that then existed between WestRock 5 and the landlord, the Leon and Joan Belshin Family Trust. (Id.) 6 MRC did not intend to occupy the property indefinitely; rather, 7 MRC accepted the assignment as a convenience to WestRock and to 8 enable MRC to move the purchased assets from the facility to its 9 other recycling locations over time. (Id.) 10 Around that time, at a meeting between representatives 11 of WestRock and the landlord, the landlord identified several 12 conditions and deferred maintenance items related to the property 13 that the landlord demanded be remediated immediately. (Id. at 14 ¶ 9.) The landlord stated that if WestRock did not expressly 15 agree to accept responsibility for these repairs, the landlord 16 would not approve the assignment of WestRock’s lease to MRC. 17 (Id.) WestRock agreed to accept financial responsibility as a 18 condition of the lease assignment. (Id.) 19 WestRock did not allow MRC to completely inspect the 20 property prior to execution of the Lease Agreement. (Id. at 21 ¶ 10.) As a result, at the time MRC executed the agreement, it 22 did not understand the full extent of the needed repairs or the 23 associated costs. (Id.) After the agreement was executed, the 24 landlord and MRC each demanded that WestRock complete the 25 repairs, but WestRock refused. (Id.) As a result, MRC was 26 forced to complete the repairs at its own expense. (Id.) 27 In January of 2020, MRC also learned that WestRock had 28 sold some of the assets identified in the Instruction Letter to a 1 third party. (Id. at ¶ 11.) At the time MRC executed the Asset 2 Purchase Agreement, based on the list of assets in the 3 Instruction Letter, MRC believed the agreement provided for the 4 purchase of all assets on that list. (Id. at ¶ 12.) 5 Accordingly, at the close of escrow, and pursuant to the 6 agreement, MRC paid WestRock tax reimbursements in an amount 7 based on the full list of assets. (Id. at ¶ 13.) In January, 8 however, MRC discovered that, prior to execution of the 9 agreement, WestRock had “surreptitiously provided” via email an 10 updated asset list, which omitted the assets sold to the third 11 party, “in type so small one could not read it.” (Id. at ¶ 14.) 12 WestRock did not alert MRC to the fact that this modification had 13 been made. (Id.) 14 The Credit Agreement includes a forum selection clause, 15 which provides that “[a]ny disputes arising out of” the agreement 16 “shall be subject to the exclusive jurisdiction of a court of 17 competent jurisdiction located in a judicial district where the 18 Seller’s manufacturing facility is located.” (Compl., Ex. B at 19 ¶ 15 (Docket No. 1-2 at 7).) The Asset Purchase Agreement also 20 includes a forum selection clause, which provides: 21 [A]ny legal dispute . . . in connection with any matter based upon, arising out of or related to, this 22 agreement or the transactions contemplated herein shall be brought only in, and shall be subject to the 23 exclusive jurisdiction of, the United States District Court for the District of Delaware or, if such court 24 does not have subject matter jurisdiction, then . . . in the state courts of the State of Delaware . . . . 25 (Countercomplaint, Ex. A, at § 9.09(B) (Docket No. 10 at 40) 26 (capital typeface omitted).) 27 WestRock brought this action in the District of Oregon, 28 1 asserting claims based on MRC’s alleged failure to pay the 2 balance due under the Credit Agreement. (Compl.) WestRock 3 asserted that venue there was proper under the Credit Agreement’s 4 forum selection clause because it had a manufacturing facility 5 located within that district and alleged that many of the 6 recyclable goods at issue originated from that facility. (Id. at 7 ¶ 3.) MRC filed an answer to the complaint raising several 8 affirmative defenses, arguing, inter alia, that WestRock is 9 indebted to MRC, such that those debts must be offset against any 10 damages awarded to WestRock. (Answer at 3 (Docket No. 9).) MRC 11 also asserted counterclaims for breach of contract, negligent 12 misrepresentation, and fraudulent concealment, based on 13 WestRock’s alleged failure to deliver all assets listed in the 14 Instruction Letter and refusal to perform the repairs to the 15 property on Florin-Perkins Road. (See Countercl.) 16 MRC moved to transfer venue to this court. (Docket No. 17 13.) WestRock moved to dismiss MRC’s counterclaims or, 18 alternatively, to sever them and transfer them to the United 19 States District Court in Delaware, and to strike MRC’s 20 affirmative defenses relating to the violations alleged in MRC’s 21 counterclaims. (Mot.) The District Court in Oregon held that 22 transfer to this court would not violate the Credit Agreement’s 23 forum selection clause, concluding that the clause’s language 24 limiting suit to “a judicial district where the Seller’s 25 manufacturing facility is located” and the fact that WestRock had 26 manufacturing facilities both in Oregon and in this district 27 meant that venue would be satisfied in either court. (Order at 28 7-8 (Docket No. 23).) The court granted MRC’s motion and 1 transferred the case to this court, but it left WestRock’s 2 motions to be decided by this court following transfer. (Id. at 3 9; Docket Nos. 24-25.) 4 II. Analysis 5 A. Motions to Dismiss or to Sever and Transfer 6 Although WestRock has moved for either dismissal or 7 transfer, it appears to concede that transfer is the more 8 appropriate action where a party has brought a claim in an 9 improper forum, in violation of a valid forum selection clause. 10 In its motion, WestRock states that “the mechanism for seeking 11 enforcement of a forum selection clause appears to be a motion to 12 transfer venue under 28 U.S.C. § 1404(a).” (Mot. at 6 (citing 13 Atl. Marine Constr. Co., Inc. v. U.S. Dist. Ct. for the W. Dist. 14 of Tex., 571 U.S. 49, 59 (2013) (“Although a forum-selection 15 clause does not render venue in a court ‘wrong’ or ‘improper’ 16 within the meaning of [28 U.S.C.] § 1406(a) or [Federal] Rule [of 17 Civil Procedure] 12(b)(3), the clause may be enforced through a 18 motion to transfer under § 1404(a).”)).) The court agrees that 19 this is what the Supreme Court’s decision in Atlantic Marine 20 suggests. See also Atl. Marine, 671 U.S. at 62. Accordingly, in 21 this order, the court decides only whether transfer -- not 22 dismissal -- is required. 23 MRC advances three arguments for why it should not be 24 bound by the forum selection clause’s requirement that claims 25 “based upon, arising out of[,] or related to” the Asset Purchase 26 Agreement be brought in Delaware: (1) equitable considerations 27 weigh against enforcement of the clause; (2) the counterclaims 28 are compulsory and thus should be tried in the same forum as 1 WestRock’s claims; and (3) WestRock waived its right to enforce 2 the clause by bringing its claims in Oregon. (See Opp. (Docket 3 No. 21).) The court will address each argument in turn.2 4 1. Enforceability of Forum Selection Clause 5 Ordinarily, where there is no forum selection clause, 6 “the district court would weigh the relevant factors and decide 7 whether, on balance, a transfer would serve ‘the convenience of 8 parties and witnesses’ and otherwise promote ‘the interest of 9 justice.’” Atl. Marine, 571 U.S. at 62-63 (quoting 28 U.S.C. 10 § 1404(a)); see Dole Food Co., Inc. v. Watts, 303 F.3d 1104, 1118 11 (9th Cir. 2002). “The calculus changes, however, when the 12 parties’ contract contains a valid forum-selection clause, which 13 ‘represents the parties’ agreement as to the most proper forum.’” 14 Atl. Marine, 571 U.S. at 63 (quoting Stewart Org., Inc. v. Ricoh 15 Corp., 487 U.S. 22, 31 (1988)). 16 Under such circumstances, “a court must deem all 17 factors relating to the private interests of the parties (such as 18 2 MRC’s counterclaims pertain not only to the Asset 19 Purchase Agreement, but also to the Lease Agreement. (See Countercl.) Unlike the Asset Purchase Agreement, the Lease 20 Agreement does not appear to contain a forum selection clause. (See id., Ex. B (Docket No. 10 at 44-47).) However, MRC has not 21 argued that its claims relating to the Lease Agreement are not 22 also “based upon, arising out of[,] or related to” the Asset Purchase Agreement -- such that the forum selection clause would 23 not apply to those claims -- presumably because MRC contends it assented to the lease assignment as part of the Asset Purchase 24 Agreement negotiations and to help facilitate execution of the Asset Purchase Agreement. (See id. at ¶ 8, Ex. A; Opp. at 8-9; 25 Mot. to Transfer Venue at 5-6, 10-11.) Moreover, two of MRC’s three counterclaims are explicitly premised upon both the Asset 26 Purchase Agreement and the Lease Agreement. (See Counterclaim at 27 ¶¶ 18-23.) Accordingly, if the Asset Purchase Agreement’s forum selection clause must be enforced, it applies to all three 28 counterclaims. 1 the ‘relative ease of access to sources of proof; availability of 2 compulsory process for attendance of unwilling, and the cost of 3 obtaining attendance of willing, witnesses; possibility of view 4 of premises, if view would be appropriate to the action; and all 5 other practical problems that make trial of a case easy, 6 expeditious and inexpensive’) as weighing ‘entirely in favor of 7 the preselected forum.’” Yei A. Sun v. Advanced China 8 Healthcare, Inc., 901 F.3d 1081, 1087-88 (9th Cir. 2018) (quoting 9 Atl. Marine, 571 U.S. at 64, 62 n.6). Consequently, where there 10 is a valid forum selection clause, “a district court should 11 ordinarily transfer the case to the forum specified in that 12 clause,” and a motion to enforce the clause should be denied 13 “[o]nly under extraordinary circumstances unrelated to the 14 convenience of the parties.” Atl. Marine, 571 U.S. at 62. 15 A party seeking to avoid enforcement of a valid forum 16 selection clause “must bear the burden of showing why the court 17 should not transfer the case to the forum to which the parties 18 agreed.” Id. at 64. This may be shown via “factors relating to 19 the public interest (such as ‘the administrative difficulties 20 flowing from court congestion; the local interest in having 21 localized controversies decided at home; [and] the interest in 22 having the trial of a diversity case in a forum that is at home 23 with the law,’” but these “will rarely defeat a transfer motion.” 24 Yei A. Sun, 901 F.3d at 1088 (quoting Atl. Marine, 571 U.S. at 25 64, 62 n.6) (alteration in original). Otherwise, the clause is 26 controlling unless the party resisting enforcement makes “a 27 strong showing that: (1) the clause is invalid due to ‘fraud or 28 overreaching,’ (2) ‘enforcement would contravene a strong public 1 policy of the forum in which suit is brought, whether declared by 2 statute or by judicial decision,’ or (3) ‘trial in the 3 contractual forum will be so gravely difficult and inconvenient 4 that [the litigant] will for all practical purposes be deprived 5 of his day in court.’” Id. (quoting M/S Bremen v. Zapata Off- 6 Shore Co., 407 U.S. 1, 15, 18 (1972)) (alteration in original). 7 MRC does not argue that the Asset Purchase Agreement’s 8 forum selection clause is invalid based on fraud or overreaching 9 or that enforcement would contravene a strong public policy of 10 this district. (See Opp. (Docket No. 21); Docket No. 29.) It 11 does, however, argue that enforcement would create piecemeal 12 litigation, result in the waste of the parties’ and the court’s 13 resources, and impose great hardship on the principal witnesses 14 in this case by requiring them to travel to Delaware. (Opp. at 15 5.) It contends that these are “the type of extraordinary 16 circumstance[s] warranting deviation from automatic enforcement 17 of the Delaware forum selection clause” contained in the 18 agreement. (Id. at 17 (citing Atl. Marine, 571 U.S. 49).) 19 As explained, however, “factors relating to the private 20 interests of the parties” cannot defeat enforcement of a valid 21 forum selection clause unless they are so substantial that the 22 party resisting enforcement would be functionally deprived of its 23 ability to try the case at all. See Yei A. Sun, 901 F.3d at 24 1087-88; see also id. at 1092 (“[U]nder Atlantic Marine, courts 25 must enforce a forum-selection clause unless the contractually 26 selected forum affords the plaintiff[ ] no remedies whatsoever.”) 27 (citation omitted). MRC has not contended, nor offered evidence 28 to show, that it will be unable to litigate its counterclaims if 1 they are transferred to Delaware. Compare Spradlin v. Lear 2 Siegler Mgmt. Servs. Co., 926 F.2d 865, 868-69 (9th Cir. 1991) 3 (enforcing forum selection clause restricting venue to Saudi 4 Arabia based on plaintiff’s “failure to come forward . . . with 5 anything beyond the most general and conclusory allegations of 6 fraud and inconvenience”), and Argueta v. Banco Mexicano, S.A., 7 87 F.3d 320, 326-27 (9th Cir. 1996) (enforcing clause restricting 8 venue to Mexico, notwithstanding fact that defendant had 9 previously had plaintiff imprisoned there, on ground that 10 plaintiff had not submitted admissible evidence showing his 11 concerns that he would experience subsequent harassment or 12 persecution if he returned to Mexico were more than speculative), 13 with Murphy v. Schneider Nat’l, Inc., 32 F.3d 1133, 1142-43 (9th 14 Cir. 2004) (ordering evidentiary hearing on clause’s 15 enforceability where plaintiff submitted affidavit stating his 16 financial condition precluded him from flying to forum state and 17 was unable to drive there due to disability, such that 18 enforcement might “effectively preclude [his] day in court”), and 19 Petersen v. Boeing Co., 715 F.3d 276, 280-82 (9th Cir. 2013) 20 (district court erred by declining to at least hold evidentiary 21 hearing on whether enforcement of clause restricting venue to 22 Saudi Arabia would “effectively preclude [plaintiff’s] day in 23 court” where plaintiff stated in sworn affidavit that he lacked 24 resources to litigate there, where he could not obtain a visa to 25 travel there, and where forum country prohibited “[p]ersons 26 involved in legal cases . . . [from] leav[ing] the Kingdom until 27 28 1 the case has been resolved”) (citations omitted).3 2 Accordingly, MRC has not shown that “extraordinary 3 circumstances unrelated to the convenience of the parties” 4 justify non-enforcement of the Asset Purchase Agreement’s forum 5 selection clause. See Atl. Marine, 571 U.S. at 62. 6 2. Compulsory Counterclaims 7 MRC also argues that its counterclaims should not be 8 severed and transferred because the counterclaims are compulsory, 9 rather than permissive. (See Opp. at 12-16 (citing Fed. R. Civ. 10 P. 13(a)).) However, even assuming that MRC’s counterclaims are 11 in fact compulsory, MRC provides no authority establishing that 12 the counterclaims cannot be severed and transferred to another 13 venue based on a valid forum selection clause. (See id.) 14 A “compulsory” counterclaim is not truly compulsory, 15 but rather is simply “brought when a party wants to avoid the 16 defense of preclusion.” Mil-Ray, 2021 WL 2903224, at *9 (citing 17 Publicis Comm. v. True N. Comms., Inc., 132 F.3d 363, 365 (7th 18 19 3 MRC’s motion to transfer venue, which is heavily referenced in MRC’s opposition to the instant motion, includes a 20 declaration from Kevin Luong, MRC’s Chief Financial Officer. (Docket No. 13-2.) In his declaration, Luong states that 21 litigating MRC’s counterclaims outside of this district “would be 22 extremely difficult” given that the equipment at issue, the lease premises at issue, and many witnesses are located in Sacramento. 23 (Id. at ¶¶ 9-11.) While this may indeed make litigation in Delaware inconvenient, Luong’s averments are not enough to show 24 that enforcement of the forum selection clause would cause MRC to “for all practical purposes be deprived of [its] day in court.” 25 Yei A. Sun, 901 F.3d at 1088. This is a high bar to meet, and precedent demonstrates that even significant inconvenience and 26 expense is insufficient if it is still possible for the party 27 resisting enforcement to litigate the case in the designated forum. See Spradlin, 926 F.2d at 868-69; Argueta, 87 F.3d at 28 326-27; Murphy, 32 F.3d at 1142-43; Petersen, 715 F.3d at 280-81. 1 Cir. 1997)). While the Ninth Circuit does not appear to have 2 addressed this point directly, as the Seventh Circuit has 3 explained, “[p]reclusion is an affirmative defense, and like 4 other legal affairs is subject to contractual adjustment by the 5 parties,” including via forum selection clauses. Publicis, 132 6 F.3d at 366. Although in agreeing to a forum selection clause 7 restricting venue to Delaware a party might not “in so many words 8 promise not to invoke the defense of preclusion in Delaware, 9 . . . any forum selection clause has this effect.” Id. 10 In other words, “[i]f the parties promise to litigate a 11 dispute only in a particular forum, a party to the contract 12 cannot seek to bar the litigation in that forum because the claim 13 was not presented in some other forum.” Id. The court noted 14 that this principle is supported by Ninth Circuit precedent 15 holding that “a dispute covered by a contract’s arbitration 16 clause need not –- indeed, may not -- be asserted as a compulsory 17 counterclaim in litigation,” given that “[a]n arbitration clause 18 is just a particular kind of forum-selection clause.” Id. 19 (citing Elec. Workers Loc. No. 11 v. G.P. Thompson Elec., Inc., 20 363 F.2d 181 (9th Cir. 1966)) (other citations omitted). 21 Applying this reasoning, district courts nationwide 22 have transferred counterclaims that were subject to a forum 23 selection clause, even where the counterclaims were assumed to be 24 compulsory under Rule 13(a). See Mil-Ray, 2021 WL 2903224, at 25 *9-10 (collecting cases); see also TMF Tr. Ltd. v. M/T Megacore 26 Philomena, 17-cv-9010 AGR, 2020 WL 3064447, at *3 (C.D. Cal. Mar. 27 24, 2020) (applying Publicis and enforcing forum selection 28 clause). Therefore, whether MRC’s counterclaims are in fact 1 compulsory does not affect the enforceability of the Asset 2 Purchase Agreement’s forum selection clause. 3 3. Waiver 4 Finally, MRC argues that WestRock waived its right to 5 seek enforcement of the Asset Purchase Agreement’s forum 6 selection clause by bringing its Credit Agreement claims in 7 Oregon. (Opp. at 16-21.) However, MRC fails to acknowledge that 8 its counterclaims arise under agreements distinct from the one 9 upon which WestRock’s claims are based. (See id.) Instead, MRC 10 contends that “WestRock is well aware that the recyclables 11 equipment/transactions deriving from the Asset Purchase Agreement 12 are squarely implicated in its Complaint against [MRC] seeking to 13 . . . resolve its purported account stated/accounting claims 14 involving recyclable goods/services.” (Id. at 18). In other 15 words, MRC contends that its counterclaims are so closely related 16 to WestRock’s claims that if WestRock wanted to litigate them in 17 Delaware, WestRock was required to bring its own claims there in 18 the first place. (See id. at 16-21.) 19 MRC offers no authority supporting the proposition 20 that, where companies are both party to two contracts, each 21 containing different forum selection clauses, a party suing under 22 the first contract, in a forum designated by that contract, 23 forfeits the ability to enforce the second contract’s forum 24 selection clause as to counterclaims the other party might bring 25 under the second contract. Although MRC presents the contracts 26 as being “inextricably intertwined” by framing all of the 27 parties’ disputes arising under the contracts as “cumulatively 28 deriv[ing] from the recyclable business based 1 transactions/dealings between WestRock and [MRC],” (id. at 17), 2 this argument is unavailing because MRC has not shown that 3 WestRock’s original claims are “based upon, arising out of[,] or 4 related to” the Asset Purchase Agreement, as would be necessary 5 to support its waiver argument. 6 The Delaware forum selection clause applies to MRC’s 7 counterclaims and is enforceable. Accordingly, WestRock’s motion 8 to sever the counterclaims and transfer them to the United States 9 District Court for the District of Delaware will be granted. 10 B. Motion to Strike 11 WestRock also moves to strike the affirmative defenses 12 contained in MRC’s answer “that are subject to the [Asset 13 Purchase Agreement]’s forum selection clause.” (Mot. at 11.) It 14 identifies only MRC’s offset defense as arising out of and 15 relating to the Asset Purchase Agreement. (See id.) 16 Federal Rule of Civil Procedure 12(f) provides that 17 “[t]he court may strike from a pleading an insufficient defense 18 or any redundant, immaterial, impertinent, or scandalous matter.” 19 Fed. R. Civ. P. 12(f). Although the basis for MRC’s offset 20 defense is not stated in its Answer, (see Answer at 3), in its 21 opposition MRC states that the defense is intended to enable it 22 to calculate the amount due from WestRock, “to be charged against 23 any alleged monies due” based on WestRock’s claims, (Opp. at 22). 24 MRC has given no indication that it seeks to set off any judgment 25 against it based on any debts or liabilities other than those 26 that are the subject of its counterclaims. 27 It is thus apparent that the funds MRC seeks to recover 28 from WestRock under its offset affirmative defense, as well as nnn nnn nnn en ne nn on nn nn on nn nnn nn neo I OE ED ee 1 the basis for such recovery, are wholly identical to those it 2 seeks to recover under its counterclaims. See Sliger v. Prospect 3 | Mortg., LLC, 789 F. Supp. 2d 1212, 1216 (B.D. Cal. 2011) 4 (Karlton, J.) (“Redundant matter is defined as allegations that 5 ‘constitute a needless repetition of other averments ... .’”) 6 (quoting Thornton v. Solutionone Cleaning Concepts, Inc., O6-cv- 7 1455 AWI SMS, 2007 WL 210586, at *1 (E.D. Cal. Jan. 26, 2007)). 8 | Accordingly, the court concludes that this affirmative defense is 9 redundant of the counterclaims, which the court has stated will 10 be transferred to Delaware, and will therefore be stricken. 11 IT IS THEREFORE ORDERED that WestRock’s motion to sever 12 | MRC’s counterclaims and transfer them to the District of Delaware 13 (Docket No. 19) be, and the same hereby is, GRANTED. 14 IT IS FURTHER ORDERED that WestRock’s motion to strike 15 MRC’s offset affirmative defense (Docket No. 19) be, and the same 16 | hereby is, GRANTED. . 17 | Dated: April 20, 2022 a hho A hh WILLIAM B. SHUBB 18 UNITED STATES DISTRICT JUDGE 19 20 21 22 23 24 25 26 27 28 15