will consider the state of the record on the assumption that the assertions of plaintiffs were established of record. Even so, it is by no means clear that there would be personal jurisdiction over the defendants.
Plaintiff asserts that the contract was formed in Pennsylvania. Conceding that certain of the negotiations leading to the formulation of the contract occurred in California, plaintiff contends that the actual order was placed by a defendant's principal after plaintiff's agent returned to Philadelphia and that "all subsequent negotiations" took place by letter, telephone, and telex between that principal in California and plaintiff's agent in Philadelphia. Plaintiff is not specific as to the number of these communications, whether they were initiated by its Philadelphia agent or by defendant in California, nor is there information on how these subsequent negotiations related to the contract or the breach, if at all.
The Supreme Court has made clear that in a contract case there may be sufficient minimal contacts for jurisdiction even if defendants have never been in the forum state, provided a substantial and continuing relationship with the forum has been established. Burger King Corporation v. Rudzewicz, 471 U.S. 462, 105 S. Ct. 2174, 85 L. Ed. 2d 528 (1985). Here there is no fair notice from contract documents or a course of dealing; at least there are no facts of record from which it can be stated with any degree of confidence that there has been a substantial and continuing relationship with a Pennsylvania party. In the absence of facts of record establishing that defendants have purposefully availed themselves of this forum, the case must be dismissed or transferred to another jurisdiction where it might have been brought. Reyno v. Piper Aircraft Company, 630 F.2d 149, 164-65 (3d Cir. 1980), cert. granted, 450 U.S. 909, 101 S. Ct. 1346, 67 L. Ed. 2d 333, rev'd on other grounds, 454 U.S. 235, 70 L. Ed. 2d 419, 102 S. Ct. 252 (1981), reh'g denied, 455 U.S. 928, 102 S. Ct. 1296, 71 L. Ed. 2d 474 (1982). Defendants aver, and the facts of record suggest, that such a jurisdiction is where one of the defendants, agent for the other, has its California office, La Habla. Therefore, this action will be transferred to the Central District of California.
But even if it were not clear there is no in personam jurisdiction here, defendants' alternative motion for a transfer pursuant to 28 U.S.C. § 1404(a) should be granted. If the lack of in personam jurisdiction is in doubt, sound judicial administration requires transfer to a district where it clearly could have been brought. Schwilm v. Holbrook, 661 F.2d 12 (3d Cir. 1981).
Finally, even if there were no doubt that there was jurisdiction in Pennsylvania, balancing the convenience of the parties would direct a discretionary transfer anyway. Even with due regard to plaintiff's choice of forum, the sole reason for venue in Pennsylvania is the Pennsylvania residence of plaintiff's United States agent, its primary witness. However, plaintiff concedes that this agent travelled to California for at least some of the negotiations leading to the formation of the contract. As sole United States agent for a foreign corporation selling on a national basis, the inconvenience of his travel to California for the preparation and trial of this suit is far outweighed by the inconvenience to defendants in travelling to Pennsylvania and transporting records, bicycle and ski accessories (valued by plaintiffs at $70,688) to Pennsylvania for trial. On the facts of record, there is no question that transfer to California is in the interest of the administration of justice. It will be so ordered.
AND NOW, this 30th day of December, 1985, for the reasons set forth in the foregoing Memorandum, it is ORDERED that:
1. In the interest of the administration of justice, this case is TRANSFERRED to the Central District of California, where it might have been brought, pursuant to 28 U.S.C. § 1404(a).
2. The Clerk of this court shall send a certified copy of this Order together with the record in this case to the Clerk for the Central District of California.
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