Broadcasting Company of the Carolinas Robert A. Schmid v. Flair Broadcasting Corporation John N. Boden J. Timothy Harrington

ERVIN, Chief Judge:

Plaintiffs brought this diversity suit pursuant to the Declaratory Judgment Act, 28 U.S.C. §§ 2201-2202, claiming that, because defendants had breached a stock purchase agreement, plaintiffs were entitled to draw upon letters of credit provided by defendants as an earnest money deposit, and retain the sum of $500,000 so drawn as liquidated damages as provided in the agreement. Defendants’ motion to dismiss this case on the basis of improper venue was granted by the court below, and plaintiffs now appeal that decision. Two questions are raised by this appeal: (1) Did the…