Place of Business Cannot Be Imputed to Related Companies Who Maintain Corporate Separateness

In Andra Grp., LP v. Victoria’s Secret Stores, LLC, No. 2020-2009 (Fed. Cir. Aug. 3, 2021), the Federal Circuit affirmed the district court’s dismissal for improper venue.

Andra Group filed suit against several related entities in the Eastern District of Texas.  Defendants filed a motion to dismiss for improper venue under 28 U.S.C. § 1406(a).  The district court granted the motion to dismiss as to all Defendants except for Victoria’s Secret Stores, LLC, finding that the remaining defendants did not have a regular and established place of business in the district.

On appeal, Andra argued that the locations of Victoria’s Secret Stores, LLC are regular and established places of business for the remaining defendants because employees of Victoria’s Secret Stores, LLC acted as their agents, or, alternatively, the remaining defendants ratified the Victoria’s Secret Stores, LLC locations as their own place of business.  The Federal Circuit rejected the first argument, finding that none of the remaining defendants exercised sufficient control over Stores’ employees to create an agency relationship.  The Court also rejected Andra’s alternative argument, explaining that “where related companies have maintained corporate separateness, the place of business of one corporation is not imputed to the other for venue purposes.”