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May 5, 1987

D & K OPTICAL, INC. and LARRY JOEL, Defendants

The opinion of the court was delivered by: RAMBO


 Procedural Background

 On July 30, 1986, plaintiff Dennis Surovcik filed the instant complaint, claiming breach of an employment contract and fraudulent misrepresentation by defendants D & K Optical and Larry Joel. On September 8, 1986, defendant Larry Joel filed a motion to dismiss on the basis of a lack of personal jurisdiction, pursuant to Federal Rule of Civil Procedure 12(b)(2). On December 31, 1986, plaintiff filed his response, to which defendant replied on January 20, 1987. The motion is now ripe for disposition.

 Factual Background

 Plaintiff Surovcik became acquainted with defendant Joel during the negotiation and acquisition process between defendants Joel and D & K Optical, Inc., and Duling Optical Corporation (Duling) and Dentsply International, Inc. (Dentsply), the owner of Duling. Complaint at para. 7. The transaction involved defendants purchasing Duling from Dentsply. Joel, a Kentucky resident, first contacted plaintiff, a Pennsylvania resident, in April 1982 about the purchase of Duling. Contact between the parties in the following months included phone calls and Joel's and his partner's visits to Pennsylvania on various occasions to discuss the purchase of Duling. Joel Interrogatories at para. 6.

 After several weeks of negotiations, plaintiff contends that during one of the phone calls which plaintiff received at his home in York, Pennsylvania, Joel inquired whether plaintiff would be interested in leaving his employer Dentsply and accepting a position with a new business entity to be created by the group to acquire Duling. Complaint at para. 10. The plaintiff alleges that following this offer of employment numerous phone conversations took place between plaintiff and defendant to negotiate the terms of this contract. Complaint at para. 12. The alleged employment agreement was then signed at the O'Hare International Airport in Chicago, Illinois on August 17, 1982. Complaint at para. 15. The plaintiff contends that he provided Joel with valuable information which helped in his procurement of Duling. These alleged exchanges of information continued until March 4, 1983, when Duling was purchased by Joel and his associates. Complaint at para. 22 and para. 23. After the purchase of Duling, Surovcik alleges he repeatedly informed Joel both orally and in writing that he was available for employment pursuant to the terms of their agreement. Complaint at para. 24. However, plaintiff alleges that defendants D & K Optical and Joel have refused to honor the employment agreement. Complaint at para. 28.


 The United States District Courts can adjudicate disputes between citizens of different states where the amount in controversy exceeds $ 10,000. 28 U.S.C.S. § 1332. In addition to subject matter jurisdiction, a federal court must have personal jurisdiction over the parties. Personal jurisdiction is governed by state statutes within the constraints of the Due Process Clause of the fourteenth amendment. Helicopteros Nacionales de Colombia S.A. v. Hall, 466 U.S. 408, 413-414, 80 L. Ed. 2d 404, 104 S. Ct. 1868 (1984); 28 U.S.C. § 1652.

 I. Minimum Contacts

 As stated by this court,

42 Pa.C.S.A. § 5322(b) extends the exercise of jurisdiction of Commonwealth courts "to all persons who are not within the scope of section 5301 (relating to persons) to the fullest extent allowed under the Constitution of the United States and may be based on the most minimum contact with this Commonwealth allowed under the Constitution of the United States." 42 Pa.C.S.A. § 5322(b). Thus this court can exercise personal jurisdiction over a defendant to the extent permissible under the United States Constitution.

 Freedom Forge Corp. v. Jersey Forging Works, Inc., 549 F. Supp. 99, 100 (M.D.Pa. 1982). The test for determining that a party has established minimum contacts with the forum state was first announced in International Shoe Company v. Washington, 326 U.S. 310, 90 L. Ed. 95, 66 S. Ct. 154 (1945), in which the Supreme Court rejected the mechanical tests for determining personal jurisdiction. Id. at 319. This constitutional standard has continued to evolve since International Shoe. "The minimum contacts analysis focuses on whether the defendant had fair warning that he or she might be subject to the jurisdiction of a foreign court." Freedom Forge Corp. v. Jersey Forging Works, Inc., 549 F. Supp. 99, 100 (M.D. Pa. 1982). The Supreme Court in Hanson v. Denckla, 357 U.S. 235, 2 L. Ed. 2d 1283, 78 S. Ct. 1228, (1958) stated that, "it is essential in each case that there be some act by which the defendant purposefully avails itself of the privilege of conducting activities within the forum state, thus invoking the benefit and protections of its laws." Id. at 253. The present focus of minimum contacts is on "the relationship among the defendant, forum and the litigation. . . ." Shaffer v. Heitner, 433 U.S. 186, 204, 53 L. Ed. 2d 683, 97 S. Ct. 2569 (1977).

 The Supreme Court recently addressed the minimum contacts issue in Burger King v. Rudzewicz, 471 U.S. 462, 85 L. Ed. 2d 528, 105 S. Ct. 2174 (1985). In that case the dispute surrounded a franchising contract between Rudzewick, a Michigan resident, and Burger King Corporation, a Florida corporation with principal offices in Miami. The Court said that if specific jurisdiction is sought over a non-resident defendant, then there must be "fair warning" of the potential of being called into the jurisdiction of the state's court. Id. at 472. As the Court stated, "this fair warning requirement is satisfied if the defendant has purposefully directed his activities at residents of the forum, and the litigation results from alleged injuries that arise out of or relate to these activities. . . ." Id. (citations omitted) (footnote omitted). Further, the Court held that with respect to interstate contractual obligations, we have emphasized that parties who ...

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