UNITED STATES OF AMERICA v. FAMOUS ARTISTS CORPORATION FAMOUS HOSPITALITY CORPORATION, INC., and COMMUNICORP, INC. CIVIL ACTION NO. 95-5240 UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF PENNSYLVANIA 1996 U.S. Dist. LEXIS 3043 March 14, 1996, Decided March 14, 1996, Filed March 15, 1996, ENTERED COUNSEL: [*1] For UNITED STATES OF AMERICA, PLAINTIFF: JEANNINE R. LESPERANCE, [COR LD NTC], U.S. DEPT. OF JUSTICE, CIVIL DIVISION, WASHINGTON, DC. For FAMOUS ARTISTS CORPORATION, FAMOUS HOSPITALITY, INC., DEFENDANTS: JOHN E. MC KEEVER, [COR LD NTC], SCHNADER, HARRISON, SEGAL & LEWIS, PHILA, PA. KAREN L. TOMLINSON, [COR LD NTC], SCHNADER, HARRISON, SEGAL & LEWIS, PHILA, PA. For COMMUNICORP, INC., DEFENDANT: JOHN E. MC KEEVER, [COR LD NTC], SCHNADER, HARRISON, SEGAL & LEWIS, PHILA, PA. JUDGES: JUDGE LOUIS C. BECHTLE OPINIONBY: LOUIS C. BECHTLE OPINION: MEMORANDUM AND ORDER BECHTLE, J. MARCH 14, 1996 Presently before the court are Defendant Communicorp, Inc.'s Motion to Dismiss for Lack of Personal Jurisdiction or, in the Alternative, to Transfer Venue to the Middle District of Georgia, and Defendants Famous Artists Corporation's and Famous Hospitality Corporation, Inc.'s separate Motions to Transfer Venue to the Middle District of Georgia. Plaintiff United States of America has responded to these motions. For the reasons set forth below, the three motions will be denied. I. BACKGROUND This civil action centers around Plaintiff United States of America's ("Plaintiff") [*2] allegations that Defendants owe it $ 2,814,091.13 in damages for deficiencies in postal rates used between 1987 and December 19, 1990. Plaintiff alleges that Defendants Famous Artists Corp. ("Famous Artists") and Famous Hospitality Corp., Inc. ("Famous Hospitality") underpaid postage on its mailings by unlawfully using the nonprofit postal rate. Further, Plaintiff alleges that Communicorp, Inc. ("Communicorp") also is liable for the debt either because its sale of Famous Artists' assets was a fraudulent conveyance or because it acquired the proceeds from the sale of Famous Artists subject to its debt to Plaintiff. Between December 9, 1986, and January 29, 1990, Famous Artists was a wholly owned subsidiary of Communicorp. (Compl. P 28, FA Answer P 28 n1 ; Howard Aff. P 3 n2 .) On January 29, 1990, Communicorp sold the vast bulk of Famous Artists' assets to Famous Hospitality through an Asset Purchase Agreement. n3 (Compl. P 29; FA Answer P 29; Howard Aff. P 10; see Communicorp's Mem. Supp. Dismissal or Transfer Ex. 3.) Plaintiff alleges that after Famous Hospitality purchased Famous Artists' assets, the business of Famous Artists continued as a division of Famous Hospitality. n4 [*3] (Compl. P 31.) On May 31, 1993, Famous Hospitality sold some of its Famous Artists division to Barton & Cotton, Inc., a Maryland corporation. (FH Answer P 31.) On July 14, 1995, Famous Artists was dissolved. (Compl. P 32; FA Answer P 32.) Plaintiff seeks relief for postal rate deficiencies by Famous Artists between 1987 and January 29, 1990, and by Famous Hospitality between January 29, 1990, and December 17, 1990. n5 (Compl. PP 76-77.) Footnotes: n1 Citations to "FA Answer" and "FH Answer" refer to Answers filed by Famous Artists and Famous Hospitality, respectively. n2 Citations to "Howard Aff." refer to the Affidavit of Bev H. Howard, Communicorp's President and Director, who also served as President of Famous Artists and another Communicorp subsidiary named A.S. Hospitality, Inc. ("A.S. Hospitality"). (Howard Aff. P 4.) Howard's affidavit is attached as Exhibit 8 to Communicorp's Motion to Dismiss for Lack of Personal Jurisdiction or, in the Alternative, to Transfer to the Middle District of Georgia. The court will refer to this memorandum as "Communicorp's Mem. Supp. Dismissal or Transfer." n3 MWM Dexter, Inc., incorporated a subsidiary, Famous Hospitality, to facilitate the asset transfer. (Howard Aff. P 10.) Communicorp sold the vast bulk of the assets of Famous Artists and A.S. Hospitality to Famous Hospitality in exchange for $ 3.173 million in cash and two subordinated notes payable in the amounts of $ 2 million and $ 880,000. (Id.; FA Answer P 29; FH Answer P 29.) The Asset Purchase Agreement was executed by representatives of Communicorp and its parent, American Family Corporation (now known as AFLAC, Inc.), A.S. Hospitality, Inc., Famous Artists, and Famous Hospitality. (Howard Aff. P 10.) [*4] n4 Famous Hospitality acknowledges that its Famous Artists Studios Division conducted its business operations in Valley Forge, Pennsylvania. (FH Answer P 31.) n5 To keep matters simple, this Memorandum will refer to Famous Artists and the Famous Artists division of Famous Hospitality both as "Famous Artists." From 1987 through 1990, Famous Artists was in the business of helping nonprofit organizations solicit charitable contributions by designing gifts such as greeting cards and return-address labels and mailing them on behalf of the nonprofit group to individuals on a mailing list. (Compl. P 35; FA Answer 35.) The mailings by Famous Artists included these gifts, a personalized appeal letter, and an envelope for returning donations to the nonprofit group. (FA Answer P 35(c), (d).) As part of its relationship with the nonprofit clients, Famous Artists paid the initial design, printing, and mailing costs. (Compl. P 35(e), (f); FA Answer P 35(e), (f).) In exchange for assuming this responsibility, Famous Artists had the right to take all incoming contributions until its costs and profits relating [*5] to the mailing program were paid in full. (Compl. P 35(e), (f); FA Answer P 35(e), (f).) Famous Artists also offered to its nonprofit clients, at a nominal charge, a full processing service that included banking and periodic reporting. (Compl. P 35(g); FA Answer P 35(g).) At the client's option, Famous Artists would establish a bank account in which all contributions would be deposited. (Compl. P 35(g); FA Answer P 35(g).) No withdrawal from the account could be made without the signature of both the nonprofit client and a Famous Artists officer. (Compl. P 35(g); FA Answer P 35(g).) In the event that contributions were insufficient to pay Famous Artists' costs and profits, Famous Artists reserved the right to mail gifts to and solicit donations from persons on the mailing list until Famous Artists' loss was zero. n6 (Compl. P 35(i); FA Answer P 35(i).) Famous Artists had the duty to track incoming contributions and report the results of the mailing program to the nonprofit client. (Compl. P 35(j); FA Answer P 35(j).) Famous Artists mailed its customized greeting cards and return-address labels at the nonprofit postal rate. (Compl. P 36; FA Answer P 36.) Footnotes: n6 Plaintiff alleges, and Famous Artists denies, that, as part of Famous Artists' business practice, in the event that contributions were insufficient to pay Famous Artists' costs and profits, the nonprofit client received nothing, but was not required to pay Famous Artists for any loss. (Compl. P 35(h); FA Answer P 35(h).) [*6] In a nutshell, Plaintiff alleges that Famous Artists' mailings between 1987 and December 19, 1990, did not qualify for the nonprofit rate because its mailings for its nonprofit clients were " cooperative. " (See Compl. PP 38-74.) Under federal regulations, only nonprofit organizations authorized by the United States Postal Service ("USPS") may mail at the nonprofit rate ("Authorized Organizations"). (Compl. P 20; FA Answer P 20; FH Answer P 20.) n7 An Authorized Organization may mail only its own materials at the nonprofit rate and may not delegate or lend the use of its authorization to any other person or organization. (Compl. P 22; FA Answer P 22; FH Answer P 22.) An Authorized Organization, however, may hire a for-profit company to perform the ministerial task of mailing materials belonging to the Authorized Organization, and the materials may be mailed at the nonprofit rate only if the Authorized Organization has a principal-agent relationship with the for-profit mailer. (Compl. P 23; FA Answer P 23; FH Answer P 23.) If, however, an Authorized Organization contracts with an outside service to mail materials, and the relationship is not a principal-agent relationship, the USPS [*7] deems the mailing to be " cooperative, " and the material may not be mailed at the nonprofit rate unless all parties to the arrangement are Authorized Organizations. (Compl. P 24; FA Answer P 24; FH Answer P 24.) Footnotes: n7 Famous Artists and Famous Hospitality respond to this assertion as follows: "Paragraph 20 of the Complaint states a legal conclusion to which no responsive pleading is required." (FA Answer P 20; FH Answer P 20). This is not a proper response. The assertion that, under federal regulations, only nonprofit organizations authorized by the USPS may mail at the nonprofit rate is an assertion of fact, not a conclusion of law. Famous Artists and Famous Hospitality could have responded in three ways. They could have either admitted the fact, denied the fact, or stated that they are without knowledge or information sufficient to form a belief as to the truth of the fact. Fed. R. Civ. P. 8(b). Therefore, Famous Artists' and Famous Hospitality's responses, under the rule, are treated as admissions. Fed. R. Civ. P. 8(d) ("Averments in a pleading to which a responsive pleading is required, other than those as to the amount of damage, are admitted when not denied in a responsive pleading."). Likewise, Famous Artists' and Famous Hospitality's responses to other allegations are also improper under Rule 8. For example, their response that "the contracts speak for themselves" is inappropriate. (See FA Answer PP 56, 58, 59, 63-65; FH Answer PP 56, 58, 59, 63-65.) The requirement that responding parties limit their responses to one of the three listed above serves the important function of narrowing the issues in dispute. Because it would have been preferable for Famous Artists and Famous Hospitality to follow these rules more strictly, the court will direct both parties to file Amended Answers that follow Rule 8's requirements. [*8] Plaintiff alleges that two clauses in Famous Artists' contracts with its nonprofit clients created a " cooperative" relationship between Famous Artists and its nonprofit clients, which precluded Famous Artists from mailing its fundraising material at nonprofit rates. First, Famous Artists' agreements provide that the nonprofit client would not be financially responsible except to the extent of the money received as a result of the fundraising program (the "no-risk clause"). (See Compl. P 45; FA Answer P 45; FH Answer P 45.) Second, the same contracts provided that donors would forward payments directly to the nonprofit group, but the money was to be deposited daily in a bank account held jointly by Famous Artists and the nonprofit client (the "joint account clause"). n8 (See Compl. P 45; FA Answer P 45; FH Answer P 45.) Footnotes: n8 In 1975, the USPS informed Famous Artists, then known as Famous Artists Studios, that the presence of the "no-risk" and "joint account" clauses in its contracts with nonprofit groups made Famous Artists ineligible to use the nonprofit postal rate for its mailings. (Compl. P 44; FA Answer P 44; FH Answer P 44.) Plaintiff alleges that Famous Artists later deleted the two clauses from its contracts, and that the USPS approved mailings at the nonprofit rate under these amended contracts. (Compl. PP 45, 48.) Plaintiff alleges that, from 1987 to 1990, Famous Artists's contracts with nonprofit groups revived the "no risk" and "joint account" clauses. (Compl. PP 63, 65.) [*9] In 1988, the USPS audited Famous Artists' relationship with a nonprofit entity called "The Tall Cedars of North America" ("Tall Cedars") and determined that Famous Artists was sending cooperative mailings on behalf of Tall Cedars at a nonprofit rate. n9 (Compl. P 50; FA Answer P 50; FH Answer P 50.) Plaintiff avers that the Tall Cedars audit led to a more comprehensive USPS review of Famous Artists' relationships with all of its nonprofit clients. (Compl. P 51.) After the broader USPS investigation, the agency concluded that Famous Artists' contracts created " cooperative" mailings for many nonprofit clients. (Compl. P 55; FA Answer P 55.) Plaintiff alleges that the USPS found that nearly 31.3 million pieces of mail were improperly mailed at the nonprofit rate, representing a $ 2,814,091.13 deficiency in postage, as compared with the regular bulk third class rate. (Compl. P 66.) Footnotes: n9 Plaintiff alleges that such conduct violates provisions of the Domestic Mail Manual, which is a USPS regulation, 39 C.F.R. @ 211.2(a)(2), incorporated by reference in 39 C.F.R. @ 111.1. [*10] On May 15, 1991, the USPS sent a letter to Famous Artists demanding payment of the deficiency. (Compl. P 68; FA Answer P 68; FH Answer P 68.) On September 20, 1991, Famous Artists and Famous Hospitality filed an appeal, which the USPS denied on August 16, 1994, stating that its denial was the agency's final decision. (Compl. P 70; FA Answer P 70; FH Answer P 70.) On May 2, 1995, the USPS sent to Famous Artists a second demand letter for payment of the deficiency. (Compl. P 71; FA Answer P 71; FH Answer P 71.) On June 30, 1995, Famous Artists and Famous Hospitality asked the USPS to mitigate the revenue deficiency. (Compl. P 72; FA Answer P 72; FH Answer P 72.) The record does not disclose whether USPS responded to this request. On August 16, 1995, Plaintiffs filed this civil action against Famous Artists, Famous Hospitality, and Communicorp, alleging seven claims that generally fall into three categories. Count One alleges a claim to enforce the USPS assessment of the deficiencies in postage against Famous Artists and Famous Hospitality in the amounts of $ 2,314,000 and $ 500,091.13, respectively. Count Six is Plaintiff's request, as a principal creditor of Famous Artists, for an [*11] accounting of all assets as of July 14, 1995, the date of Famous Artists' dissolution. In Counts Two, Three, Four, Five and Seven, Plaintiff seeks to recover the alleged deficiency against Communicorp under the federal priority statute, 31 U.S.C. @ 3713, the Federal Debt Collection Procedures Act, 28 U.S.C. @ 3001 et seq., and various provisions of Pennsylvania common law. On October 23, 1995, Communicorp filed a Motion to Dismiss for Lack of Personal Jurisdiction or, in the Alternative, to Transfer Venue to the Middle District of Georgia. On the same day, Famous Artists and Famous Hospitality filed separate Answers and motions to Transfer Venue to the Middle District of Georgia. Plaintiffs filed timely opposition papers. For the reasons set forth below, the court will deny Defendants' motions. II. COMMUNICORP'S MOTION TO DISMISS FOR LACK OF PERSONAL JURISDICTION Communicorp argues that it lacks sufficient contacts with Pennsylvania to warrant the exercise of this court's personal jurisdiction. Plaintiff responds that this court has personal jurisdiction over Communicorp because it has sued Communicorp under the Federal Debt Collection Procedures Act, 28 U.S.C. [*12] @ 3001 et seq. (the "FDCPA"), which authorizes nationwide service of process, and that this court's jurisdiction is coextensive with the boundaries of the United States. A. The Applicable Standard In response to a claim, a party may assert the defense of lack of jurisdiction over the person. Fed. R. Civ. P. 12(b)(2). When the defendant raises such a defense, the burden shifts to the plaintiff to prove, by a preponderance of the evidence, facts sufficient to establish jurisdiction. Carteret Sav. Bank, F.A. v. Shushan, 954 F.2d 141, 146 (3d Cir.), cert. denied, 506 U.S. 817, 121 L. Ed. 2d 29, 113 S. Ct. 61 (1992). To satisfy its burden, the plaintiff may not rely on the bare pleadings, but must establish jurisdictional facts through sworn affidavits or other competent evidence. Time Share Vacation Club v. Atlantic Resorts, Ltd., 735 F.2d 61, 66 n.7 (3d Cir. 1984). Before a court can exercise personal jurisdiction over a defendant, there must be a basis for the defendant's amenability to service of summons. Omni Capital Int'l, Ltd. v. Rudolf Wolff & Co., Ltd., 484 U.S. 97, 104, 98 L. Ed. 2d 415, 108 S. Ct. 404 (1987). Unless otherwise provided by federal law, federal courts must follow the methods prescribed by the state [*13] in which the court is located to determine whether a defendant is amenable to service. Id. at 105; Fed. R. Civ. P. 4(e). Thus, a federal district court must look either to a federal statute or to the long-arm statute of the state in which it sits. Omni Capital, 484 U.S. at 105. This rule also applies to service upon corporations. See Fed. R. Civ. P. 4(h). In this case, Plaintiff has alleged a claim against Communicorp under the FDCPA, which provides for nationwide service of process. This federal statute n10 triggers a special rule that is essential to the court's determination of whether it can constitutionally exercise personal jurisdiction over Communicorp: Where Congress specifically authorizes nationwide service of process, a federal district court's jurisdiction encompasses the boundaries of the United States, and due process requires that a defendant have minimum contacts only with the United States. See Go-Video, Inc. v. Akai Elec. Co., Ltd., 885 F.2d 1406, 1414 (9th Cir. 1989) (stating that federal statutes permitting service of process beyond the boundaries of the forum state broaden the authorized scope of personal jurisdiction and that the question becomes [*14] whether the party has sufficient contacts with the United States, not any particular state); Dent v. Cunningham, 786 F.2d 173, 175 (3d Cir. 1986); Max Daetwyler v. R. Meyer, 762 F.2d 290, 297 (3d Cir.), cert. denied, 474 U.S. 980, 88 L. Ed. 2d 336, 106 S. Ct. 383 (1985) ("In the absence of some provision… authorizing nationwide service of process, the district court's power to exercise in personam jurisdiction is limited by Fed. R. Civ. P. 4(e) and by the Pennsylvania long-arm statute, whose incorporation by reference, Rule 4(e) requires."); American Trade Partners, L.P. v. A-1 Int'l Importing Enters., Ltd., 755 F. Supp. 1292, 1302 (E.D. Pa. 1990); Ethanol Partners Accredited v. Wiener, Zuckerbrot, Weiss & Brecher, 617 F. Supp. 300, 307 (E.D. Pa. 1985) (holding that, even though defendants had no significant contacts with the forum state, the court had personal jurisdiction over the defendants "because the action here is brought under a statute which provides for nationwide service of process"); 4 Charles A. Wright & Arthur L. Miller, Federal Practice & Procedure @ 1067.1, at 83-84 (Supp. 1995) ("The Supreme Court never has ruled on the issue of reconciling the minimum contacts doctrine [*15] with nationwide service of process authorized by federal statute, but all of the lower federal courts that have addressed the issue have applied a national contacts standard when process is served under an applicable federal service provision.") (footnote omitted). In nondiversity cases such as this one, n11 the Due Process Clause of the Fifth Amendment governs a district court's exercise of personal jurisdiction. Footnotes: n10 The relevant part of the statute reads as follows: (b) Nationwide enforcement -- (1) Except as provided in paragraph (2) -- (A) any writ, order, judgment, or other process, including a summons and complaint, filed under this chapter, may be served in any State; and (B) such writ, order, or judgment may be enforced by the court issuing the writ, order, or process, regardless of where the person is served with the writ, order, or process. (2) If the debtor so requests, within 20 days after receiving the notice described in section 3101(d) or 3202(b), the action or proceeding in which the writ, order, or judgment was issued shall be transferred to the district court for the district in which the debtor resides. 28 U.S.C. @ 3004(b). The FDCPA was designed to "create a Federal procedural system so that the Federal government can better coordinate its debt management effort." Schueler v. Rayjas Enters., Inc., 847 F. Supp. 1147, 1150 (S.D.N.Y. 1994) (reprinting the government's statement, which includes a section-by-section analysis of the bill that was submitted to the Senate Judiciary Committee and referred to at the hearings on the FDCPA). The nationwide service provision was enacted "in recognition of accelerating transportation and communication." In re New York Trap Rock Corp., 158 Bankr. 574, 578 (S.D.N.Y. 1993). [*16] n11 Plaintiff asserts subject-matter jurisdiction under 28 U.S.C. @@ 1331, 1339; 39 U.S.C. @ 401(1), 409(a), 2601, 2605. (Compl. P 2). Neither Famous Artists nor Famous Hospitality properly denied this assertion under Rule 8, so the assertion is deemed to be admitted. See supra note 7. Having determined that the relevant forum is the United States, and not the Commonwealth of Pennsylvania, the court will proceed with its due process analysis, which involves two steps. Vetrotex CertainTeed Corp. v. Consolidated Fiber Glass Prods. Co., 75 F.3d 147, 150 (3d Cir. 1996); Grand Entertainment Group v. Star Media Sales, 988 F.2d 476, 481 (3d Cir. 1993). First, the court must determine whether the defendant has constitutionally sufficient minimum contacts with the relevant jurisdiction, in this case, the United States. See Vetrotex, 75 F.3d at 150; Grand Entertainment, 988 F.2d at 481. Minimum contacts exist when the defendant has "purposefully directed" its activities towards residents of the forum. Vetrotex, 75 F.3d at 150 (citing Burger King Corp. v. Rudzewicz, 471 U.S. 462, 474, [*17] 85 L. Ed. 2d 528, 105 S. Ct. 2174 (1985)). Second, if the court finds sufficient minimum contacts with the forum, "jurisdiction may be exercised where the court determines, in its discretion, that to do so would comport with 'traditional notions of fair play and substantial justice.'" Id. at 150-51 (quoting International Shoe Co. v. Washington, 326 U.S. 310, 316, 90 L. Ed. 95, 66 S. Ct. 154 (1945)); Grand Entertainment, 988 F.2d at 481. The United States Supreme Court and the United States Court of Appeals for the Third Circuit have discussed the two methods by which minimum contacts can arise. "General jurisdiction" is invoked when the "'plaintiff's cause of action arises from the defendant's non-forum related activities.'" Vetrotex, 75 F.3d at 151 n.3 (quoting North Penn Gas Co. v. Corning Natural Gas Corp., 897 F.2d 687, 690 n.2 (3d Cir.), cert. denied, 498 U.S. 847, 112 L. Ed. 2d 101, 111 S. Ct. 133 (1990)). A plaintiff establishes general jurisdiction if he shows that the defendant has "maintained 'continuous and systematic' contacts with the forum." Id. (citing Burger King, 471 U.S. at 473 n.15; Helicopteros Nacionales de Colom., S.A. v. Hall, 466 U.S. 408, 414 n.8, 80 L. Ed. 2d 404, 104 S. Ct. 1868 (1984)). "'Specific jurisdiction is invoked when the cause of [*18] action arises from the defendant's forum related activities' such that the defendant should reasonably anticipate being haled into court there." Id. (internal quotations and citations omitted). Communicorp alleges that this court lacks both general and specific jurisdiction over it. B. Minimum Contacts Because this is a federal question case and Plaintiff has alleged a claim under a federal statute that provides for nationwide service of process, the first prong of the personal jurisdiction analysis is satisfied if Communicorp has minimum contacts with the United States as a whole. Communicorp's President admits that Communicorp is a Georgia corporation that is headquartered and doing business in Columbus, Georgia. (Howard Aff. P 6.) These facts establish that Communicorp is a United States citizen, that its contacts with the United States are continuous and substantial, and that Communicorp has purposely directed its activities at residents of the United States. Because the FDCPA claim arises out of Communicorp's contacts with the United States, and Communicorp should reasonably expect to be haled into a United States court, this court has specific personal jurisdiction [*19] over Communicorp as to the FDCPA claim. C. Fair Play and Substantial Justice Now that Plaintiff has established that Communicorp has sufficient minimum contacts with the United States to justify this court's exercise of specific jurisdiction, Communicorp "must present a compelling case that the presence of some other considerations would render jurisdiction unreasonable." Burger King, 471 U.S. at 477. Courts, in determining whether subjecting a defendant to jurisdiction is fair and reasonable, should consider the following factors: the burden on the defendant, the interests of the forum, the plaintiff's interest in obtaining relief, the interstate judicial system's interest in obtaining the most efficient resolution of controversies, and the shared interest of the several states in furthering fundamental substantive social policies. Grand Entertainment, 988 F.2d at 483 (citing Asahi Metal Indus. Co. v. Superior Court, 480 U.S. 102, 113, 94 L. Ed. 2d 92, 107 S. Ct. 1026 (1987)) (quotation omitted). The court believes that the boundaries of the United States, and not the boundaries of Pennsylvania, is the relevant jurisdiction framework for this fairness inquiry. It is beyond dispute that Communicorp [*20] can reasonably be haled into a United States court because Communicorp is incorporated in and transacts business in the United States. Communicorp has not presented compelling reasons for the court to find that defending this action in the United States would be unreasonable. n12 Therefore, this court's exercise of personal jurisdiction over Communicorp as to the FDCPA claims does not offend the right to fair play and substantial justice that is at the heart of the Due Process Clause. Footnotes: n12 Communicorp alleges that litigating this case in Pennsylvania will be burdensome and unduly expensive. Those arguments, however, are more appropriately addressed as part of Communicorp's argument supporting a 28 U.S.C. @ 1404(a) transfer to the Middle District of Georgia. D. Pendent Personal Jurisdiction The court has subject-matter jurisdiction over Plaintiff's federal statutory claims against Communicorp and its attempts to enforce the administrative decision because these claims arise under the laws of the United [*21] States. 28 U.S.C. @ 1331. In addition, the court has subject-matter jurisdiction over Plaintiff's state law claims against Communicorp and Famous Artists because "the district courts have original jurisdiction of all civil actions, suits or proceedings commenced by the United States…" 28 U.S.C. @ 1345. Therefore, the court has the power to hear all claims alleged by Plaintiff against Communicorp. So much for jurisdiction over the claims. We must now turn to jurisdiction over the person. Usually, a plaintiff raising separate claims must have personal jurisdiction over the defendant with respect to each claim. Anglo Am. Ins. Group, P.L.C. v. CalFed, Inc., 1996 U.S. Dist. LEXIS 2112, No. 92 CIV. 9137(RLC), 1996 WL 79856 at * 13 n.17 (S.D.N.Y. Feb. 26, 1996). However, the Third Circuit has held that where the defendant is properly before the court pursuant to the extraterritorial service provision of a federal statute, the court may, in its discretion, exercise personal jurisdiction over him in connection with pendent state claims. Robinson v. Penn Cent. Co., 484 F.2d 553 (3d Cir. 1973); Bowers v. NETI Technologies, Inc., 690 F. Supp. 349, 357 (E.D. Pa. 1988); Ethanol Partners, 617 F. Supp. at 307; [*22] see also IUE AFL-CIO Pension Fund v. Herrmann, 9 F.3d 1049, 1056-57 (2d Cir. 1993), cert. denied, 130 L. Ed. 2d 38, 115 S. Ct. 86 (1994) (applying the same rule and citing cases). Some courts have labeled this doctrine "pendent personal jurisdiction." Herrmann, 9 F.3d at 1057; Bowers, 690 F. Supp. at 357. The court will exercise "pendent personal jurisdiction" over Communicorp as to Plaintiff's remaining federal and state claims because all claims arise from a common nucleus of operative facts. See Herrmann, 9 F.3d at 1057. All of those claims allege that Communicorp stripped Famous Artists of its assets and failed to make provisions for Plaintiff as one of its creditors. As stated above, the court will exercise its discretion and subject Communicorp to personal jurisdiction in those other claims because doing so will enable the court and the parties to more efficiently resolve this dispute. Dismissing all but Plaintiff's FDCPA claim against Communicorp would likely force two trials in two courts and would result in two presentations of the same witnesses and documents. Thus, the court need not consider whether personal jurisdiction as to the other federal and state [*23] law claims is available because it has personal jurisdiction over Communicorp under the FDCPA, and the other four claims against Communicorp derive from a common nucleus of operative facts. Accordingly, the court has personal jurisdiction over Communicorp as to all claims in the Complaint. III. DEFENDANTS' MOTIONS TO TRANSFER A. Applicable Standard A district court may transfer any civil action to another district or division where it might have been brought "for the convenience of parties and witnesses, in the interest of justice." 28 U.S.C. @ 1404(a). B. Propriety of Bringing this Action in the Middle District of Georgia The first issue is whether Plaintiff might have brought this civil action in the United States District Court for the Middle District of Georgia. Examination of this issue requires an analysis of whether venue is proper in that judicial district. In a civil action in which jurisdiction is not founded solely on diversity of citizenship, venue is proper in a judicial district in which a substantial part of the events or omissions giving rise to the claim occurred, or a substantial part of the property that is the subject of the [*24] action is situated. 28 U.S.C. @ 1391(b)(2). In addition, venue is proper in a district in which any defendant resides, if all defendants reside in the same state. 28 U.S.C. @ 1391(b)(1). A corporate defendant is deemed to reside in any judicial district in which it is subject to personal jurisdiction at the time the action is commenced. 28 U.S.C. @ 1391(c). 1. Location of the Events Giving Rise to the Claims a. Claims vs. Communicorp The court believes that, as to Plaintiff's claims against Communicorp, a ubstantial part of the events giving rise to the claims occurred in the Middle District of Georgia. Plaintiff alleges that, on January 29, 1990, in Columbus, Georgia, Communicorp, knowing of Famous Artists' debt to Plaintiff, executed an Asset Purchase Agreement in which it sold Famous Artists and another wholly owned subsidiary to Famous Hospitality and kept the cash proceeds. Famous Hospitality's consideration for the transfer of Famous Artists' assets consisted solely of funds wired from Chicago to Columbus, and two promissory notes executed in Georgia. (FA Answer P 82; FH Answer P 82.) Because these events occurred in Georgia and form a substantial part of Plaintiff's [*25] claims against Communicorp, the Middle District of Georgia would have been a proper venue to bring those claims. b. Claims vs. Famous Artists & Famous Hospitality Plaintiff's claims against Famous Artists and Famous Hospitality also seek enforcement of the USPS administrative decision, but the facts giving rise to these claims have nothing to do with the Asset Purchase Agreement. Rather, Plaintiff seeks simply to collect on an unpaid deficiency judgment rendered by the USPS. The events that gave rise to these allegations involve Famous Artists entering into contracts with nonprofit clients, affixing nonprofit postage to the mailings, and then posting the mailings at the nonprofit rate. The three defendants admit that "the mailings at issue took place in Pennsylvania," (Communicorp's Mem. Supp. Dismissal or Transfer at 21), and that Famous Artists mailed materials on behalf of its nonprofit clients from… Valley Forge, Hatfield and King of Prussia, Pennsylvania," (FH Answer P 7). Based on the pleadings, motions, exhibits and all other evidence submitted by the parties, the court concludes that none of the mailing or postage-affixing activities that gave rise to Plaintiff's [*26] claims against Famous Artists and Famous Hospitality occurred in the Middle District of Georgia. 2. Residency of the Defendants Therefore, if Plaintiff's suit against Famous Artists and Famous Hospitality might have been brought in the Middle District of Georgia, it can only be because all defendants "reside" in Georgia, and one of the defendants resides in the Middle District of Georgia. Because a corporate defendant "resides" in all districts in which it is subject to personal jurisdiction, the court must determine whether a Georgia court could exercise personal jurisdiction over all three defendants. In federal question cases that arise under a federal statute that is silent as to service of process, Federal Rule of Civil Procedure 4(e) requires a federal court to gauge its assertion of jurisdiction and the service of process by state amenability standards, that is, the state's long-arm statute. Max Daetwyler Corp. v. R. Meyer, 762 F.2d 290, 295, 297 (3d Cir.), cert. denied, 474 U.S. 980, 88 L. Ed. 2d 336, 106 S. Ct. 383 (1985). The Georgia long-arm statute provides, in relevant part: A court of this state may exercise personal jurisdiction over any non-resident… as to a cause of action [*27] arising from any of the acts, omissions, ownership, use or possession enumerated in this Code section, in the same manner as if he were a resident of the state, if in person or through an agent, he: (1) Transacts any business within this state… Ga. Code Ann. @ 9-10-91. This statute extends the state courts' jurisdiction over nonresident defendants as far as permitted by the Due Process Clause of the Fourteenth Amendment. Francosteel Corp. v. M/V Charm, 19 F.3d 624, 627 (11th Cir. 1994). Thus, this court need only inquire as to whether Georgia's exercise of jurisdiction over Famous Artists and Famous Hospitality satisfies the due process requirements imposed by the Fourteenth Amendment. The court will apply the same due process standard that it set forth in the section of this memorandum discussing Communicorp's motion to dismiss under Rule 12(b)(2). Famous Artists and Famous Hospitality allege that they are subject only to specific jurisdiction in the Middle District of Georgia. (Communicorp's Mem. Supp. Dismissal or Transfer at 15-16.) They argue that their "participation" in the Asset Purchase Agreement is tantamount to a purposeful availment "'of the privilege [*28] of conducting activities within the forum state, thus invoking the benefits and protections of its law,'" and that such activities are sufficient to confer specific jurisdiction when a claim arises out of the defendant's forum-related contacts. Id. at 16 (quoting Francosteel, 825 F. Supp. 1074, 1078 (S.D. Ga. 1993), aff'd, 19 F.3d 624 (11th Cir. 1994)). Plaintiff's claims against Famous Artists and Famous Hospitality, however, do not arise out of their roles as parties to the Asset Purchase Agreement, which is their only contact with Georgia. As stated supra, Plaintiff's enforcement claims seek to enforce the USPS administrative action imposing the postage deficiency against Famous Artists and Famous Hospitality, and the evidence submitted by the parties shows that the events giving rise to those claims involved contacts only with Pennsylvania. For this reason, Famous Artists and Famous Hospitality cannot be subject to specific personal jurisdiction in the Middle District of Georgia. n13 This conclusion precludes them from being residents of Georgia, which prevents venue from being laid there, which therefore rules out the Middle District of Georgia as a place where [*29] the action could have been brought under 28 U.S.C. @ 1404(a), which, finally, blocks transfer to that forum. Footnotes: n13 The court also finds no evidence suggesting that Famous Artists and Famous Hospitality's business in Georgia was so continuous and substantial that the companies are subject to a Georgia court's general jurisdiction. If, for example, Famous Artists and Famous Hospitality had proven that they regularly directed mailings at Georgia residents, a Georgia court likely could constitutionally exercise personal jurisdiction over both corporations. Grand Entertainment Group v. Star Media Sales, 988 F.2d 476, 482 (3d Cir. 1993) (" Mail and telephone communications sent by the defendant into the forum may count toward the minimum contacts that support jurisdiction."). However, the parties have provided the court with no information as to whether or to what extent the mailing companies routinely solicited Georgia residents in their fundraising efforts on behalf of nonprofit companies. Famous Artists and Famous [*30] Hospitality also emphasize that the Asset Purchase Agreement, to which they are a party, is governed by Georgia law. The choice of law in a contract, however, is insufficient, without more, to vest jurisdiction. Time Share Vacation Club v. Atlantic Resorts, Ltd., 735 F.2d 61, 65 (3d Cir. 1984) ("A choice of law provision, by itself, is merely a shorthand incorporation into the contract of rules which, for the most part, could have been explicitly written into the agreement by the parties without reference to any particular state or its law."). Therefore, because all three defendants do not reside in Georgia for purposes of the federal venue statute, this court concludes that Plaintiff may not have brought this civil action against Famous Artists and Famous Hospitality in the Middle District of Georgia. Thus, and the Eastern District of Pennsylvania is the appropriate venue for this civil action. IV. CONCLUSION For the reasons set forth above, the court will (1) deny Communicorp's Motion to Dismiss for Lack of Personal Jurisdiction or, in the Alternative, to Transfer Venue to the Middle District of Georgia, (2) deny Famous Artists' Motion to Transfer Venue to the [*31] Middle District of Georgia, and (3) deny Famous Hospitality's Motion to Transfer Venue to the Middle District of Georgia. An appropriate Order follows. ORDER AND NOW, TO WIT, this 14th day of March, 1996, upon consideration of Defendant Communicorp, Inc.'s Motion to Dismiss for Lack of Personal Jurisdiction or, in the Alternative, to Transfer Venue to the Middle District of Georgia, and Plaintiff's response thereto, IT IS ORDERED that said motion is DENIED. Upon consideration of Defendant Famous Artists Corporation's Motion to Transfer Venue to the Middle District of Georgia, and Plaintiff's response thereto, IT IS FURTHER ORDERED that said motion is DENIED. Upon consideration of Defendant Famous Hospitality Corporation, Inc.'s Motion to Transfer Venue to the Middle District of Georgia, and Plaintiff's response thereto, IT IS FURTHER ORDERED that said motion is DENIED. IT IS FURTHER ORDERED that Famous Artists and Famous Hospitality shall file Amended Answers that comply with the Federal Rules of Civil Procedure within twenty (20) days of the date of this Order. LOUIS C. BECHTLE, J.