MidCentral Equipment Services LLC v. Indian Creek Fabricators Inc

IN THE UNITED STATES DISTRICT COURT
FOR THE WESTERN DISTRICT OF OKLAHOMA
MIDCENTRAL EQUIPMENT
SERVICES, LLC;
Plaintiff,
)
)
)
)
)
) Case No. CIV-25-109-SLP
v. )
INDIAN CREEK FABRICATORS,
INC.;
Defendant.
)
)
)
)
)
O R D E R
Before the Court is Defendant Indian Creek Fabricators, Inc.’s (ICF’s) Motion to
Dismiss, or in the Alternative to Stay, or in the Second Alternative to Transfer the Case
[Doc. No. 8]. Plaintiff MidCentral Equipment Services, LLC (MC Equipment) has filed a
Response [Doc. No. 12] and ICF filed a Reply [Doc. No. 13]. For the reasons that follow,
ICF’s Motion is GRANTED, in part, and the matter is transferred to the U.S. District Court
for the Southern District of Ohio.
I. Introduction
ICF’s Motion requires the Court to consider application of the first-to-file rule.
Because this Court finds the rule to be applicable, the Court declines to address the other
grounds for relief raised by ICF. This Motion relates to two lawsuits brought by similar
parties against one another, the present case and a case pending in the Dayton Division of
the Southern District of Ohio, Indian Creek Fabricators, Inc. v. MidCentral Energy
Partners, LLC, Case No. CIV-24-96-CHS (the Ohio Action). MC Equipment and its
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affiliates engaged in several transactions relating to the purchase of frames for hydraulic
fracturing pumps that were manufactured by ICF. See [Doc. No. 1] at 2;1 [Doc. No. 8-1]
at 3. Disputes relating to these transactions gave rise to the lawsuits.
A. The Ohio Action
ICF filed the Complaint in the Ohio Action on March 27, 2024, and named
MidCentral Energy Partners, LLC (MC Energy) as the defendant. See [Doc. No. 8-1].2
ICF alleges MC Energy sent designs for “MCE 2500 Style S” frames (the Ohio Frames),
which ICF provided a quotation for thirty-five of such frames on December 16, 2022. Id.
at 4. ICF further alleges that subsequent MC Energy design specifications for the Ohio
Frames were sent to ICF during the manufacturing process in 2023. Id. at 5-6. A dispute
arose between ICF and MC Energy about whether the manufactured Ohio Frames met the
requested specifications. Id. at 6-7. ICF alleges that MC Energy proceeded to cancel the
order around January 24, 2024. Id. at 7. ICF alleges an enforceable contract existed
between ICF and MC Energy for the Ohio Frames, which MC Energy breached by
repudiating and failing to pay for the manufactured frames.
As part of its Answer in the Ohio Action, MC Energy asserted, in relevant part, the
defenses of setoff and recoupment, as well as ICF’s “own prior, and ongoing, breach of
1 Citations to the parties’ briefing reference the CM/ECF pagination.
2 On July 24, 2025, the Ohio Action was stayed pending a decision on this Motion. See Order
Granting Joint Motion for Stay and Vacating the Current Scheduling Order, Indian Creek
Fabricators, Inc. v. MidCentral Energy Partners, LLC, Case No. CIV-24-96-CHS (S. D. Ohio
July 24, 2025), ECF No. 44.
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contract and/or warranty.” See [Doc. No. 8-2] at 4. MC Energy has not asserted any
counterclaims in the Ohio Action.
B. The Present Action
MC Equipment, a subsidiary of MC Energy, filed the present action in this Court on
January 23, 2025, and named ICF as the defendant. See [Doc. No. 1]. MC Equipment
alleges that it purchased a total of twenty-two hydraulic pump frames from ICF (the
Oklahoma Frames) in three separate purchase orders during the period of January 2023 to
July 2023. See [Doc. No. 1] at 4-5; [Doc. Nos. 8-5, 8-6, and 8-7]. Thirteen of the Oklahoma
Frames were sold to customers of MC Equipment (the Failed Frames), twelve of which
allegedly cracked because of a manufacturing defect in the nose plate of the frames. [Doc.
No. 1] at 4-5. MC Equipment alleges the remaining frames (the Inventory Frames) contain
manufacturing defects that would result in the same failures as the Failed Frames. Id. at 6.
The Failed Frames were returned to MC Equipment and are kept in storage with six of the
Inventory Frames in MC Equipment’s Forth Worth, Texas facility. Id. at 5. MC
Equipment alleges the three remaining Inventory Frames were shipped back to ICF’s Ohio
facility after each failed a visual inspection. Id. at 6. MC Equipment asks that this Court
issue an order declaring it did not accept the Inventory Frames from ICF. Id. at 6-7.
Additionally, MC Equipment brings claims of breach of implied warranties, breach of
contract, and unjust enrichment.
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II. The First-To-File Rule
When faced with two concurrent federal proceedings, the Tenth Circuit noted “[a]s
a starting point, courts should apply the first-to-file rule.” Wakaya Perfection, LLC v.
Youngevity Intl., Inc., 910 F.3d 1118, 1124 (10th Cir. 2018) (citing Hospah Coal Co. v.
Chaco Energy Co., 673 F.2d 1161, 1163 (10th Cir. 1982)). “[T]he first to file rule ‘permits,
but does not require, a federal district court to abstain from exercising its jurisdiction in
deference to a first-filed case in a different federal district court.’” Quint v. Vail Resorts,
Inc., 89 F.4th 803, 814-15 (10th Cir. 2023) (citing Wakaya, 910 F.3d at 1124). Generally,
the second-filed court considers three factors: ‘(1) the chronology of events, (2) the
similarity of the parties involved, and (3) the similarity of the issues or claims at stake.’”
E.g., id. The court must also examine any equitable considerations that the non-moving
party raises which “merit not applying the first-to-file rule in a particular case.” Wakaya,
910 F.3d at 1127 (citing Baatz, 814 F.3d at 789). Once the second-filed court finds the
first-to-file rule applies, the court must then determine whether to: (1) transfer the second-
filed action to the court where the first-filed action is pending; (2) stay the second-filed
action until the conclusion of the first-filed action, or; (3) dismiss the claims without
prejudice to refiling in the first-filed action. See Wallace B. Roderick Revocable Living
Trust v. XTO Energy, Inc., 679 F. Supp. 2d 1287, 1297 (D. Kan. 2010). While some courts
elect to stay the action or dismiss the claims, most district courts within the 10th Circuit
elect to transfer the matter. See, e.g., id. at 1299 (“[c]ourts rarely dismiss claims pursuant
to the first-to-file rule, preferring instead to transfer those claims to the court where the
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similar claims were first filed”); e.g, Bowes, 2018 WL at *3; e.g., Nash, 724 F. Supp. 2d at
1172.
Application of the first-to-file rule is discretionary. See Cadle, 174 F.3d at 603
(citing Kerotest Mfg. Co. v. C-O-Two Fire Equip. Co., 342 U.S. 180, 183-84, 72 S. Ct. 219,
96 L. Ed. 200 (1952)).
III. Discussion
ICF’s Motion to Dismiss raises two different grounds for the Court to address. First,
ICF asserts MC Equipment’s claims in the present action should be dismissed with
prejudice as the claims should have been asserted as compulsory counterclaims in the Ohio
Action. Alternatively, ICF asks that this Court apply the first-to-file rule and dismiss, stay,
or transfer the present action in light of the Ohio action. Because this Court’s inquiry is
limited under the first to file rule, see, e.g., Nash, 724 F. Supp. 2d at 1166, the Court
declines to entertain arguments as to whether MC Equipment’s claims should be dismissed
with prejudice.3 The treatment of MC Equipment’s claims is best left to the sound judgment
of our sister court in the Southern District of Ohio, the first-filed court.4 As such, this Court
3 Dismissal with prejudice is not a form of relief that is appropriate for the second-filed court to
consider as it may conflict with a decision of the first-filed court. See, e.g., Cadle, 174 F.3d at 602
(rejecting party’s standing argument as it was improper under first-to-file analysis); see also, e.g.,
Barbour Group v. Encon Intern., Inc., No. CIV-12-2557-JAR-KMH, 2013 WL 3781505 at *6 (D.
Kan. July 18, 2013) (unpublished) (electing not to consider grounds for dismissal).
4 The law is unsettled as to the effect of asserting compulsory counterclaims in a separate, second
action, while the first action is still pending. See Barbour, 2013 WL at *6; 6 CHARLES A. WRIGHT
& ARTHUR R. MILLER, FEDERAL PRACTICE & PROCEDURE § 1418 (3d ed.). Furthermore, the
parties dispute which jurisdiction’s laws apply to the compulsory counterclaim analysis. Given
the potential for inconsistent rulings between this Court and our sister court, the Court declines to
entertain these issues.
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will determine whether the first-to-file rule applies and whether any equitable
considerations bar its application in this circumstance.
A. Application of the First-to-File Rule
The parties do not dispute that the first two factors of the first-to-file rule are met
and thus favor transfer. See [Doc. No. 12] at 14. As to the third factor, “the issues need
only to substantially overlap in order to apply the first-to-file rule.” Baatz, 814 F.3d at 791
(citations omitted); Colton v. Continental Res., Inc., No. 22-208-EFM, 2022 WL 17486848
at *2 (E.D. Okla. Dec. 2, 2022) (“The asserted theories of recovery need not mirror each
other so long as the underlying claims arise out of the same improper actions by the
defendants”) (citations omitted).
The Court finds that there is a “substantial overlap” of the issues between the Ohio
Action and the present action that demonstrate the first-to-file rule applies. In its Response,
MC Equipment states there is no overlap between the claims of the respective plaintiffs in
the Ohio Action and the present action. See [Doc. No. 12] at 15. Importantly though, MC
Equipment did not delineate its setoff and “breach of contract” affirmative defenses in the
Ohio Action from the claims it raises in the present action. It is not disputed that ICF and
the MidCentral entities engaged in various transactions over the span of several years. By
asserting setoff as an affirmative defense in the Ohio Action,5 any additional transactions
5 Under both Oklahoma and Ohio law, the defense of setoff “permits the set-off of an obligation
under one contract against the obligation of any other contract between the same parties.” Bluff
Creek Townhomes Assn., Inc. v. Hammon, 451 P.3d 212, 217 (Okla. App. Div. 4 2019) (emphasis
added and citations omitted); Triangle Properties, Inc. v. Homewood Corp., 3 N.E. 3d 241, 255-
56 (Ohio App. 10th Dist. 2013) (setoff is that right which exists between two parties, each of whom
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of the parties could be asserted in the defense, which would include the purchase orders at
issue in the present action.6 MC Equipment notes that shipping and replacement costs for
the Ohio Frames were in part the basis for the affirmative defenses of recoupment and
setoff in the Ohio Action. See [Doc No. 8] at 15, n. 9. However, MC Energy’s assertion
of setoff and ICF’s “own prior, and ongoing, breach of contract” in the Ohio Action
contemplate the transactions at issue in the present action. As such, the affirmative
defenses in the Ohio Action bear enough of a relation to the claims asserted in the present
action for the Court to find a “substantial overlap” of the issues.
Moreover, both actions relate to purchase of hydraulic fracturing pump frames
manufactured by ICF and purchased by a MidCentral entity. These actions both involve
the contractual obligations, if any, of the respective parties as to the transactions for the
Ohio Frames and the Oklahoma Frames. The MidCentral entities and ICF had a
longstanding relationship with similar transactions, and such prior dealings may affect the
potential obligations of the parties. A significant portion of the events giving rise to the
actions take place in the same relative period. Despite involving different styles of pump
frames, both cases would necessarily rely on evidence of the design and manufacturing
process of the ICF frames.
under an independent contract owes a definite amount to the other, to setoff their respective debts
by way of mutual deduction”) (citations omitted).
6 MC Energy’s affirmative defense of ICF’s “own prior, and ongoing breach of contract” is vague
and ambiguous as to what contract(s) is being referenced. Due to this ambiguity, the affirmative
defense may also be referencing the transactions at issue in the present action.
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The Court finds that the overlapping legal issues, the overlapping of substantial
amounts of evidence, as well as the potential of conflicting judgments between the present
action and the Ohio Action lend support for application of the first-to-file rule. Thus, the
Court finds that the first-to-file rule applies.
B. Equitable Considerations
The only equitable consideration raised by MC Equipment is whether
consideration of the discretionary factors for transfer under 28 U.S.C. § 1404(a) favor the
second-filed action. See Nash, 724 F. Supp. At 1166 (citations omitted). Discretionary
factors for the court to consider include:
the plaintiff's choice of forum; the accessibility of witnesses
and other sources of proof, including the availability of
compulsory process to insure attendance of witnesses; the cost
of making the necessary proof; questions as to the
enforceability of a judgment if one is obtained; relative
advantages and obstacles to a fair trial; difficulties that may
arise from congested dockets; the possibility of the existence
of questions arising in the area of conflict of laws; the
advantage of having a local court determine questions of local
law; and, all other considerations of a practical nature that
make a trial easy, expeditious and economical.
Chrysler Credit Corp. v. Country Chrysler, Inc., 928 F.2d 1509, 1516 (10th Cir. 1991)
(quoting Tex. Gulf Sulphur Co. v. Ritter, 371 F.2d 145, 147 (10th Cir. 1967)). However,
an analysis under 28 U.S.C. § 1404(a) is modified by the first-to-file rule. As discussed by
the Court of Appeals for the Federal Circuit:
[i]n a usual transfer analysis, requiring the movant to
demonstrate that the balance of factors favors transfer serves
to give deference to the plaintiff’s choice of forum. See In re
Volkswagen of Am., Inc., 545 F.3d 304, 315 (5th Cir. 2008) (en
banc). All else being equal, that choice in forum should be
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respected. The same deference, however, is not owed when a
party is insisting on having two substantially overlapping
proceedings continue at the same time before two different
courts. Moreover, unlike in an ordinary transfer analysis, the
focus of the first-to-file rule is to avoid potential interference
in the affairs of another court. Requiring that the balance of
the transfer factors favor the second-filed court helps to ensure
that more compelling concerns exist.
In re Nitro Fluids L.L.C., 978 F.3d 1308, 1311-1312 (Fed. Cir. 2020); see also, e.g.,
Mobility Elecs., Inc. v. Am. Power Conversion Corp., No. CIV-07-83, 2007 WL 9724768,
at *3 (E.D. Tex. Oct. 10, 2007). A typical analysis under § 1404(a) would only frustrate
the purpose of the first-to-file rule. Thus, MC Equipment’s proposition that its choice of
forum is entitled to greater weight in these circumstances is incorrect.
The factors raised by MC Equipment supporting the Western District of Oklahoma
as the appropriate forum apply in equal and opposite fashion to some of the factors
supporting the Southern District of Ohio. MC Equipment’s interest in the choice of forum
as the plaintiff in this matter is matched by ICF’s interest in the choice of forum as the
plaintiff in the Ohio Action. The locations of the witnesses for both cases is almost
identically the same, but the presence of the manufacturing facility for the frames and many
of the frames at issue being in the judicial district for the Southern District of Ohio weighs
in favor of transfer.7 Both this Court and the Southern District of Ohio have equal interests
in resolving conflicts of law and having an interest in “local courts determining questions
7 The fact that the Inventory Frames and the Failed Frames are located within the judicial district
for the Northern District of Texas is not a factor that weighs against transfer. Rather, MC
Equipment has further established that substantial evidence exists outside of the area
encompassing this Court’s judicial district.
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of local law.” The substantial progress in the Ohio Action, practical considerations of
judicial efficiency, as well as the avoidance of duplicative discovery and litigation of issues
in the matters also favor transfer of the matter. See, e.g., Bowes v. American Eagle
Outfitters, Inc., No. CIV-17-1166-SLP, 2018 WL 8755505 at *3 (Sept. 28, 2018)
(“[l]itigation of the same issues here would not be efficient, would waste judicial resources
and would give rise to the risk of inconsistent judgements”); e.g., Cadle, 174 F.3d at 604
([t]he rule’s purpose is “to maximize judicial economy and minimize embarrassing
inconsistencies by prophylactically refusing to hear a case raising issues that might
substantially duplicate those raised by a case pending in another court”). The Court finds
that a transfer of the action is in the interest of justice. See § 1404(a).
MC Equipment failed to demonstrate the convenience factors of § 1404(a) weigh
against transfer. Based on this finding, MC Equipment has not brought forth any equitable
considerations that would warrant deviation from the first-to-file rule. Thus, the Court
finds that a transfer of this matter to the Southern District of Ohio best serves the interests
of justice and the underlying reasoning of the first-to-file rule.
IV. Conclusion
IT IS THEREFORE ORDERED that Defendant’s Motion to Dismiss [Doc. No. 8]
is GRANTED, in part. The Court transfers this case to the United States District Court for
the Southern District of Ohio. The Court directs the Clerk of Court to take all necessary
steps to effectuate this transfer.
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IT IS SO ORDERED this 10th day of November, 2025.
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