became engaged in finding purchasers for defendant's New Jersey assets. Plaintiff drafted and executed the contract in Pennsylvania, then sent it to New Jersey where it was executed by defendant. The parties exchanged telephone calls and correspondence, defendant mailed plaintiff part payment, and plaintiff's performance occurred at its office in Pennsylvania. The decision held that this was unilateral activity and did not subject defendant to the court's jurisdiction. Id., at 537-38.
In Time Share, plaintiff alleged that "all sales and promotional materials were to be and were in fact developed and designed at [plaintiff]'s Pennsylvania office." Id., 735 F.2d at 64. Our Circuit stated that this was merely a recitation of plaintiff's unilateral activity, which was insufficient to establish minimum contacts. Id., at 65; see also Devault of Delaware v. Omaha Public Power District, 633 F. Supp. 374, 377 (E.D. Pa. 1986) ("Although the defendant in a sense caused the activity in Pennsylvania by placing the order, the contract between the parties left the plaintiff in absolute control over where it would conduct that activity, and it made this decision and conducted the activity unilaterally."), citing Lakeside Bridge and Steel v. Mountain State Construction Co., Inc., 597 F.2d 596, 603 (7th Cir. 1979), cert. denied 445 U.S. 907, 100 S. Ct. 1087, 63 L. Ed. 2d 325 (1980).
Likewise, Colmen's solicitation of Pennsylvania investors was "unilateral." Defendants did not direct their activities toward forum residents. Colmen was expected to conduct a nationwide search. It was not instructed to concentrate on the Pennsylvania market. See Reverse Vending Assoc. v. Tomra Systems US, Inc., 655 F. Supp. 1122, 1126 (E.D.Pa. 1987) ("Although plaintiff purposefully directed its activities to Pennsylvania residents, this unilateral activity on its part cannot be imputed to defendant.")
The factors to consider in determining if jurisdiction may properly be based on a party's contractual relation with a forum resident are "prior negotiations and contemplated future consequences, along with the terms of the contract and the parties' actual course of dealing. . . ." Burger King, 471 U.S. at 479, 105 S. Ct. at 2185; see also USA Coil & Air, LEXIS at 5-6. Here, there was no mention in the contract of the place of the parties' performance. There was no choice of law clause, and the contract did not contemplate a long-term relationship as it did in Burger King. According to their answers to interrogatories, defendants originated some 40 telephone calls to Pennsylvania in the course of dealing with Colmen. Telephone records show 68 calls from Charter to Colmen between June 1987 and June 1988. These contacts also do not establish personal jurisdiction. See Lakeside Bridge & Steel v. Mountain State Construction, 597 F.2d at 604.
Memel's and Wilbur's visit to Pennsylvania is a jurisdictional factor. During the four-month negotiating period, there was one meeting in Philadelphia and one in California. But the fact that the individual defendants entered Pennsylvania is not determinative. See USA Air & Coil, LEXIS at 7-8. The nature and quality of the visit must be examined to decide whether they purposefully availed themselves of the privilege of doing business in this forum. Devault, 633 F. Supp. at 377.
Although Colmen was present, defendants' negotiations were with Oxford First, not Colmen. Colmen's present suit for a commission is not related to Oxford First. In Devault, supra, it was held that two visits of defendant's principals to Pennsylvania to resolve a contractual dispute did not subject defendant to jurisdiction. "While the visits are factors we must consider, their purpose discounts their significance to such an extent that they may be described as an 'attenuated' affiliation with this state." Id., at 377 (citing Burger King, 471 U.S. at 475, fn. 18, 105 S. Ct. at 2184, fn. 18). Compare Strick v. A.J.F. Warehouse Distributors Inc., 532 F. Supp. 951 (E.D. Pa. 1982) (defendant more than a passive purchaser, having initiated substantial purchases and having visited plaintiff's Pennsylvania plant).
Colmen argues that "defendants advertised in an association newsletter believed to be distributed to its Pennsylvania members." Plaintiff's memorandum at 18. This assertion is not supported by the record, but even if it were, that fact would be insufficient to make out jurisdiction. See Strick Corp., 532 F. Supp. at 956 (advertising in national industry journal that circulates in Pennsylvania does not provide basis for jurisdiction).
Colmen also points out that Cencor, which purchased Charter and presently employs Memel and Wilbur, does business in Pennsylvania. Although post-cause of action contacts may be considered on the issue of personal jurisdiction, see M.P.A. Inc., supra, the unrelated activities of an employer should not be imputed to an individual employee. Nor, for similar reasons, should the acts of a parent corporation be attributed to the subsidiary for purpose of assessing jurisdiction. Reverse Vending Associates, 655 F. Supp. at 1127-28. These are fact questions. The individual defendants, who reside and are employed in California, are not subject to jurisdiction in Pennsylvania merely because their employer does business here. That circumstance does not meet even a minimal fair warning requirement of due process. See Burger King, 471 U.S. at 472, 105 S. Ct. at 2182.
On these facts, exercise of jurisdiction over defendants would also offend the "traditional notions of fair play and substantial justice" that are embodied in the Due Process Clause. Helicopteros, 466 U.S. at 414, 104 S. Ct. at 1872. There appears to be "a significant element of unfairness in requiring a [seller of a company based in California] to defend a case of this kind in the forum chosen by [its business broker in Pennsylvania]." Burger King, 471 U.S. at 487, 105 S. Ct. at 2190 (Justice Stevens, dissenting).