accompanying order, an amended complaint properly reciting the basis for the diversity jurisdiction plaintiffs assert. Failure, within the prescribed time period, to file an adequate amended complaint, or to show good cause why such filing is not feasible, will lead to dismissal of this action forthwith.
Because it seems not unlikely that plaintiffs will, in an amended complaint, be able to show that this is a proper diversity case, I will proceed to consider the further points raised by defendants' motion.
The Pennsylvania long-arm statute, 42 Pa.C.S.A. § 5322(b), provides that "(a) the jurisdiction of the tribunals of this Commonwealth shall extend to all persons ... to the fullest extent allowed under the Constitution of the United States and may be based on the most minimum contact with the Commonwealth allowed under the Constitution of the United States." Subsection (c) of 42 Pa.C.S.A. § 5322 provides that when jurisdiction is based on minimum contacts, only a cause of action arising from the contacts may be asserted against him.
Given "(the) very minimal contacts with Pennsylvania required to satisfy due process," Shen Manufacturing Co., Inc. v. Gen-Tex Printing Co., 465 F. Supp. 829, 832 (E.D.Pa.1978) (quoting Columbia Metal Culvert Co., Inc. v. Kaiser Industries Corp., 526 F.2d 724, 730 (3d Cir. 1975)), there is no doubt that defendant-if properly served with a proper complaint-would be properly asked to defend this action in Pennsylvania. Plaintiffs have offered the affidavit of Charles Ballard, an officer of Systems' parent company at the time of the initial lease and sublease transaction between Systems and Trans-Texas. The affidavit states Mr. Ballard's recollection that the negotiations between Systems and Trans-Texas took place in Systems' office in Philadelphia and included one five-day period of intensive negotiations in that office between an attorney representing Trans-Texas and Systems' officials.
It is not controverted by defendant that Trans-Texas is Texas International's predecessor in interest. It would thus appear that Trans-Texas' negotiations, by which it "purposely (availed) itself of the privilege of conducting activities within the forum state," Hanson v. Denckla, 357 U.S. 235, 253, 78 S. Ct. 1228, 1240, 2 L. Ed. 2d 1283 (1958), are properly attributed, at least in this instance, to Texas International.
In addition, payments under the lease agreement have apparently been made by defendant, over the long course of the lease, to plaintiffs in Pennsylvania. Defendant agreed to the novations by which it and the Pennsylvania partnerships fell into contractual privity. The original lease agreements established security escrow accounts in Philadelphia and New York. Finally, each airplane was to be returned to an airport chosen by the lessor within 150 miles of Philadelphia. Perhaps no one of these factors would, in isolation, suffice. But their sum leaves no doubt that the underlying transaction, and the continuous business relationship which developed pursuant to it, had sufficient economic connection with the Commonwealth to make it reasonable to have Texas International defend related lawsuits here.
Defendant wishes the court to take an even broader view of the personal jurisdiction question. Defendant complains that it was not itself a party to the original lease agreements, and that the specific breaches of which it is accused-the alleged failures to maintain the planes, and the abandonment of the planes in the Arizona desert-(a) did not occur in Pennsylvania, and (b) have little relation to certain of the Pennsylvania "contacts," particularly the escrow account and the rental payments. Thus, defendant argues, it is simply unfair, hence unconstitutional, to use those contacts as a basis for jurisdiction.
But in considering the fairness of a forum in Pennsylvania asserting personal jurisdiction over a citizen of a different state in a contract case, it seems analytically unproductive to speculate about the geographic nexus, if any, between the forms of breach alleged and the various events involved in the negotiation and pre-breach performance of the contract. Rather, it is the affiliational activity of the defendant-evident in the history of the transaction; most particularly in the negotiation stage, but also in its performance-and the economic impact of the transaction, in both performance and breach, that define minimal contacts in a contract action.
What was said in Shen Manufacturing Co., Inc. v. Gen-Tex Printing, supra, at 829, is pertinent here:
Defendant "could reasonably foresee that its transaction would have realistic economic impact on the commerce of Pennsylvania;" the transaction was the genesis of the litigation; and therefore, "It is only just under the facts of this case to presume that the Defendant should have anticipated that in the event of his inability to conform to the terms of the contract, for whatever reasons, he would be required to defend in the forum most affected by the agreement." ( M&N Meat Company v. American Boneless Beef Corp., 380 F. Supp. 912 at 915, 917 (D.C.Pa.).)
Assuming a valid complaint and valid service, there is jurisdiction in personam over the defendant in this action.
Section 1391(a) of Title 28 states that:
(a) A civil action wherein jurisdiction is founded only on diversity of citizenship may, except as otherwise provided by law, be brought only in the judicial district where all plaintiffs or all defendants reside, or in which the claim arose.