The opinion of the court was delivered by: Ambrose, Chief District Judge
OPINION and ORDER OF COURT
Defendant Metalworking Lubricants Company ("Metalworking") is a manufacturer and supplier of lubricants, cleaners, quenching fluids and rust inhibitors. See Complaint, ¶ 7. Metalworking was engaged in a project at the DuPont Chambers Works ("DuPont Site") in Deepwater, New Jersey in late 2007 and early 2008. It sought to subcontract a portion of its work at the DuPont Site -specifically, the on-site cleaning of certain large storage tanks. It contracted with Plaintiff American Environmental Services, Inc. ("AES") to provide those services. Though AES began work on the project, it eventually ceased operations at the DuPont Site based upon its belief that Metalworking had breached the applicable contract.
Accordingly, AES commenced this litigation under 28 U.S.C. § 1332(a)(1) seeking relief for breach of contract and quantum meruit / unjust enrichment.
Metalworking responded by filing a Motion to Dismiss Pursuant to Rules 12(b)(2) and (3). See Docket No. . Metalworking challenges both the existence of personal jurisdiction and the propriety of venue. In the alternative, Metalworking seeks a transfer of venue pursuant to 28 U.S.C. § 1404(a). See Docket No. . AES opposes both Motions.
After careful consideration, and for the reasons set forth below, the Motion to Dismiss is denied as is the Motion to Transfer.
Metalworking is a Michigan corporation with a principal place of business in Pontiac Michigan. See Complaint, ¶ 2. As stated above, the contract at issue was to be performed in New Jersey. See Complaint, ¶ 9. Metalworking urges that, in light of these facts, this Court should dismiss the action based upon lack of personal jurisdiction and / or improper venue.
The issue of personal jurisdiction is easily resolved. AES proffered uncontradicted evidence indicating that Metalworking has been registered with the Corporations Bureau in Pennsylvania for the past thirty years and is currently active. See Docket No. [13-2]. Further, Metalworking designated CT Corporation System, located in Philadelphia, as its registered agent. Id. In Bane v. Netlink, Inc., 925 F.2d 637 (3d Cir. 1991), the Third Circuit court concluded that a foreign corporation consents to being sued in a particular state by registering to do business in that state. The Bane court explained that, "[b]y registering to do business in Pennsylvania, [the defendant] 'purposefully avail[ed] itself of the privilege of conducting activities within the forum State, thus invoking the benefits and protections of its laws.'"Bane, 925 F.2d at 640.*fn1 Accordingly, personal jurisdiction exists over Metalworking.
Because jurisdiction is based solely upon diversity, 28 U.S.C. § 1391 governs venue. Section 1391 provides 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 (1) a judicial district where any defendant resides, if all defendants reside in the same State, (2) a judicial district in which a substantial part of the events or omissions giving rise to the claim occurred, or a substantial part of property that is the subject of the action is situated, or (3) a judicial district in which any defendant is subject to personal jurisdiction at the time the action is commenced, if there is no district in which the action may otherwise be brought.
28 U.S.C. § 1391(a) (emphasis added). Though AES invokes §(a)(1) and §(a)(2) as the bases for the exercise of venue, I need only consider §(a)(1).*fn2
Here, Metalworking is the only defendant, so if it is deemed to reside in this district, §1391(a) is satisfied because all defendants would reside here. Section 1391(c) controls where a defendant resides:
[f]or purposes of venue under this chapter, a defendant that is a corporation shall be deemed to reside in any judicial district in which it is subject to personal jurisdiction. In a State which has more than one judicial district and in which a defendant that is a corporation is subject to personal jurisdiction at the time an action is commenced, such corporation shall be deemed to reside in any district in that State within which its contacts would be sufficient to subject it to personal jurisdiction if that district were a separate State ...