Place of Business for Proper Venue Requires More than a Related Entity’s Physical Presence

Andra Group, LP v. Victoria’s Secret Stores, LLC, No. 2020-2009, 6 F.4th 1283 (Fed. Cir. Aug. 3, 2021)

The Federal Circuit affirmed the district court’s dismissal for improper venue because of a lack of a regular and established place of business. In the Eastern District of Texas, Andra filed suit against several related Victoria’s Secret entities. Victoria’s Secret Stores, LLC operates the physical stores, while the “Non-Store Defendants”—Victoria’s Secret Stores Brand Management, Inc. (the brand designer), Victoria’s Secret Direct Brand Management, LLC (the website manager), and L Brands, Inc. (the corporate parent)—did not have any employees, stores, or any other physical presence in the Eastern District of Texas. The district court granted the motion to dismiss as to all defendants except for Victoria’s Secret Stores, LLC, because the Non-Store Defendants did not have a regular and established place of business in the district.

On appeal, Andra argued that the Non-Store Defendants had a regular and established place of business because the employees of the Victoria’s Secret Stores acted as their agents, or, alternatively, because the Non-Store Defendants have ratified the store locations as their places of business. The Federal Circuit disagreed, stating that “where related companies have maintained corporate separateness, the place of business of one corporation is not imputed to the other for venue purposes.” Several factors weighed against both agency and ratification, and the companies’ shared use of “Victoria’s Secret” in their names did not detract from the separateness of their businesses.

Read the full decision here.