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Victrex USA, Inc. v. Precise Plastic Products

August 5, 2009


The opinion of the court was delivered by: Goldberg, J.


This case involves a contract dispute between Plaintiff, Victrex USA, Inc., and Defendant, Precise Plastic Products, Inc. Before the Court is Defendant's FED. R. CIV. P. 12(b)(2) motion, seeking either the dismissal of Plaintiff's Declaratory Judgment action or a transfer of venue. Defendant asserts that it lacks sufficient minimum contacts with Pennsylvania to subject it to personal jurisdiction in this forum. For reasons that follow, I grant Defendant's Motion to Dismiss but deny the Motion to Transfer Venue.


Plaintiff, a corporation organized under the laws of Delaware and currently headquartered in Pennsylvania, manufactures VICTREX PEEK polymer, a plastic used in aerospace, automotive and semiconductor industries. Defendant, a corporation organized and maintaining headquarters in California, manufactures injection-molded precision plastic parts for use in defense, aerospace and medical industries.

On March 6, 2003, Defendant entered into a credit contract with Plaintiffso that Defendant could order polymer from Plaintiff and subsequently be billed by invoice for those orders. The contract was consummated when Defendant sent a signed agreement via facsimile to Plaintiff in South Carolina, where Plaintiff was headquartered at the time. The agreement set forth the terms of sale that would apply to all purchases and included a provision which stated that South Carolina law would govern the agreement and performance. Amongst other requirements of the contract, Defendant was to remit payment for purchases to a post office box in California. (Compl., pp. 2-4, Exh. B; Pl.'s Memo., p. 3; Def.'s Memo., p. 1).

From 2003 to 2006, Defendant made thirteen (13) purchases from Plaintiff. Each of the purchase orders were addressed to Plaintiff in South Carolina, and as contracted, subsequent payments were sent by Defendant to Plaintiff's post office box in California.

In November 2006, and after the thirteen (13) transactions described above, Plaintiff moved its South Carolina headquarters to West Conshohocken, Pennsylvania. In doing so, Plaintiff sent "We've Moved!" notices to its customers, and follow-up notices regarding the change of headquarters' location. Plaintiff also changed its website, business cards and stationery to reflect its new Pennsylvania address. (Pl.'s Memo., pp. 4-5).

Thereafter, Defendant made three (3) purchases from Plaintiff on January 31, March 5, and March 19, 2008. As with prior transactions, these purchase orders were faxed or emailed. Although these orders were received by Plaintiff in Pennsylvania, they were addressed to Plaintiff's previous South Carolina address. Payment for these purchases was again sent to Plaintiff's post office box in California. (Def.'s Memo., p. 4, Exh. B). Although Plaintiff had moved its headquarters prior to these three (3) transactions, the record before us does not reflect that Plaintiff specifically notified Defendant of this fact during the course of filling these particular three (3) orders.

The next two (2) transactions, which are the subject of the dispute before the Court, occurred on April 30, 2008, and May 27, 2008. On April 30, 2008, Defendant's employee called Plaintiff to inquire if Plaintiff could compound the PEEK plastic with other materials. Apparently, Defendant's employee placed this call unaware that they were calling Pennsylvania. Upon confirmation that Plaintiff could complete that request, Defendant emailed a purchase order, which again contained Plaintiff's old South Carolina address. This order was sent to the attention of a specific sales representative working for Plaintiff. On May 2, 2008, without ever notifying Defendant that the wrong address was contained on the order, Plaintiff shipped the material to Defendant in California. (Def.'s Memo., p. 5, Exh. D; Compl., p. 5, Exh. C).

On May 27, 2008, Defendant placed a second order with Plaintiff by email and again addressed the purchase order to Plaintiff's old address in South Carolina. Upon receipt of this order, Plaintiff's representative called Defendant and advised that the purchase order had the wrong address. In response, Defendant emailed a second revised purchase order containing Plaintiff's Pennsylvania address. The next day, Plaintiff sent Defendant an invoice containing its Pennsylvania address, and thereafter filled the order on June 3, 2008. (Def.'s Memo., p. 6, Exh. E; Pl.'s Memo., Exh. K).

On June 4, 2008, Defendant informed Plaintiff that it intended to file suit for alleged defects in the material delivered to Defendant pursuant to the April 30, 2008, and May 27, 2008, orders. Before Defendant could do so, Plaintiff filed suit in this Court, expanding the nature of the dispute, seeking: a declaratory judgment that the contract was valid and enforceable; a demand of $22,998.19 for non-payment on the April 30, 2008, and May 27, 2008, transactions; and damages for unjust enrichment and promissory estoppel. Defendant filed its Motion to Dismiss or Transfer Venue on October 24, 2008. (Compl., pp. 6-11).


A. Personal Jurisdiction

Defendant has moved for dismissal or transfer of this case based on a lack of personal jurisdiction pursuant to FED. R. CIV. P. 12(b)(2). When deciding a motion to dismiss for lack of personal jurisdiction, we must accept the allegations in the complaint as true. Dayhoff, Inc. v. H.J. Heinz Co., 86 F.3d 1287, 1302 (3d Cir. 1996). However, a 12(b)(2) motion, "is inherently a matter which requires resolution of factual issues outside the pleadings, i.e. whether in personam jurisdiction actually lies." Time Share Vacation Club v. Atl. Resorts, Ltd., 735 F.2d 61, 66, n.9 (3d Cir. 1984). Once personal jurisdiction is challenged, the burden shifts to the plaintiff to establish that ...

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