The opinion of the court was delivered by: Judge Nora Barry Fischer
This is a diversity action wherein Plaintiff Ronni Hufnagel ("Hufnagel") has brought suit against Defendants DeLena Ciamacco (d/b/a The Friesian Empire and Equine Center) ("Ciamacco") and Matt Bryner ("Bryner") alleging breach of contract, negligence and contractual duty to a third party. These claims arise out of Ciamacco's and Bryner's*fn1 conduct with regard to the care and training of Hufnagel's Friesian horses (Docket No. 38 at ¶¶ 4, 19, 21). Hufnagel targets Ciamacco for her alleged failure to properly maintain the horses' caloric intake and general health. Hufnagel's breach of contractual duty to a third-party beneficiary, is based on Ciamacco's alleged contract with Bryner to care for Hufnagel's horses. (Id. at ¶¶ 27-41). Hufnagel is a resident of Pennsylvania (Id. at ¶ 1), Ciamacco is a resident of Ohio (Id. at ¶ 2) and Bryner is currently a resident of Maryland (Id. at ¶ 3). Thus, there is complete diversity between the parties. Hufnagel seeks an amount in excess of $75,000.00 plus interest and court costs from Ciamacco. (Id. at ¶¶ 27-35).
Presently before the Court is a jurisdictional dispute concerning Ciamacco's argument that this Court lacks personal jurisdiction over her, such that Hufnagel's claims should be dismissed pursuant to Federal Rule of Civil Procedure 12(b)(2). For the reasons that follow, this Court finds that it does not have personal jurisdiction over Ciamacco and grants the motion, in part. However, rather than dismiss the case outright, the Court will exercise its discretion and transfer this matter to the United States District Court for the Southern District of Ohio.
II. PROCEDURAL BACKGROUND
On July 8, 2011, Ciamacco filed a Motion to Dismiss Pursuant to
12(b)(2) (Docket No.
5), as well as a Brief in Support of her Motion to Dismiss and to
Transfer Venue to the Southern District of Ohio (Docket No.
6).*fn2 In response, on July 29, 2011, Hufnagel filed
a Brief in Opposition to Ciamacco's Motion to Dismiss and to Transfer
Venue (Docket No. 8) as well as an Affidavit of Ronni Hufnagel (Docket
No. 9). Given same, this Court entered an Order on August 2, 2011,
denying the Motion to Dismiss, without prejudice and permitting
limited discovery for the purpose of establishing whether jurisdiction
and venue properly lie with this Court. (Docket No. 10). As said
limited discovery was to conclude on November 1, 2011, this Court
scheduled Hearing and Oral Argument on the issue of jurisdiction and
venue for November 3, 2011. (Id.). However, as a result of the parties' Motion
for Extension of same (Docket No. 24), said Hearing*fn3
did not occur until December 8, 2011 (Docket No. 29).
During the December 8, 2011 evidentiary Hearing, the Court heard testimony from Ciamacco and Hufnagel and received nine exhibits.*fn4 (Docket Nos. 29 and 29-1). The Court took the Motion to Dismiss*fn5 under advisement, pending the submission of the parties' competing Findings of Fact and Conclusions of Law. (Id.). Further, the Court ordered preparation of the transcript. (Id.). The Transcript having been prepared and filed (Docket No. 39), the parties filed their proposed findings of fact and conclusions of law. (Docket Nos. 47, 48, 50, 51). Thus, the parties' dispute as to jurisdiction has been fully addressed and is now ripe for disposition. The Court now turns to its findings of fact. In determining the facts, the Court notes that both Hufnagel and Ciamacco presented credible testimony. See EBC, Inc. and State Steel Supply, Inc. v. Clark Building Systems, Inc., Civ. A. No. 05-1549, 2008 WL 4922107, at *9 (W.D.P.a Nov. 13, 2008) (citing Parker v. Long Beach Mortgage Company, 534 F.Supp.2d 528, at 535-536 (E.D.Pa. 2008)) (permitting the Court to assess the credibility of witnesses while resolving factual disputes).
III. FINDINGS OF FACT*fn6
Ciamacco started The Friesian Empire and Equine Center (hereinafter "Friesian Empire") between 2000 and 2002. (Docket No. 39 at p. 6, ln 18). The Friesian Empire is located in Ohio. (Docket No. 38 at ¶ 2). Ciamacco has primarily dealt with Florida, Michigan, Illinois and New York residents in connection with the Friesian Empire for services which were rendered in Ohio. (Docket No. 39 at p. 41, lns. 1-16; p. 42, lns. 10-21). She also hosted two Keurings*fn7 at the Friesian Empire and only three out of state residents attended. (Id. at p.11, lns. 20-21; p.12, lns. 7-8). Ciamacco has never conducted business in Pennsylvania (Id. at p. 10, lns. 14-16) and has never had direct contact with Pennsylvania regarding the operation of the Friesian Empire. (Id. at p.14, lns. 14-18). She has only dealt with two other Pennsylvania residents in connection with the Friesian Empire for services which were rendered in Ohio. (Id. at p.18, lns. 1-8; p. 19, lns. 13-18; p.49, lns. 1-4; 18-20). Indeed, Ciamacco testified that she had never even been to Pennsylvania before the December 8, 2011 Hearing. (Id. at p. 14, lns. 14-18).
The Friesian Horse Association of North America (hereinafter "FHANA") is a national organization, with members throughout the country. (Id. at p. 23, lns. 17-19; p.24, lns. 1-3). In 2002, when Ciamacco began breeding horses, she placed a small advertisement (quarter of an inch to an inch by five inches) in the FHANA journal. (Id. at p. 9, lns. 21-25; p. 10, lns. 1-13). That 2002 advertisement is the only advertisement that Ciamacco has ever placed in the FHANA journal. (Id. at p. 27, ln. 22). FHANA also has a website, which contains a list of breeders and sellers. (Id. at p. 24, lns. 21-23). Ciamacco testified that she should be listed on same because she pays FHANA an annual fee, which includes payment for such a listing. (Id. at p. 25, lns. 2-5).
In addition, the Friesian Empire has a website. (Id. at p. 28, lns. 2-3). The website does not have an online store yet, but it does advertise horses for sale and sells gift certificates for on-site lessons and parties. (Id. at p. 28, lns. 8-17). The Friesian Empire has never sold gift certificates to out of state residents. (Id. at p. 28, lns. 18-20). Further, Friesian Empire employees have advertised horses for sale on various other websites, including AGDirect.com, HorseClassified.com, DreamHorse.com and Equine.com. (Id. at p. 28, lns. 21-25; p. 29, lns. 1-12). Indeed, Ciamacco testified that people from all over the country were trying to buy her Grand Reserve World Champion Tennessee Walker horse, which was ultimately sold to a Florida resident. (Id. at p. 29, lns. 18-20; p.30, lns. 18-20). Three other horses were sold to residents from Indiana, Louisiana and West Virginia. (Id. at p. 31, lns. 4-23; p. 33, lns. 1-5; p. 33, lns. 8-12).
When the Complaint was filed, Hufnagel was the owner of four Friesian horses, a type of show horse that can be valued at more than $1 million when well-bred, well-trained, and well-developed. (Docket No. 38 at ¶ 4). Hufnagel asserts that her horses were noted to have promise as show horses by judges from FHANA, who suggested that she move the horses to Old Oak Farm in Ohio for further training, as she was planning to show the horses in September 2009. (Id. at ¶¶ 6-7).
While at Old Oak Farm, Bryner trained and cared for Hufnagel's horses, but in May 2009, Bryner told Hufnagel that she would need to move her horses to the Friesian Empire when he left employment with Old Oak Farm, to ensure their proper care. (Id. at ¶¶ 7-9). Hufnagel was aware of the Friesian Empire because she had been there for horse inspections and clinics. (Docket No. 39 at p. 56, lns. 22-25). She also recalls seeing an advertisement for the Friesian Empire, but cannot remember its exact location. (Id. at p. 68, lns. 1-16). It may have been in the FHANA journal. (Id.). In reliance on Bryner's recommendation, Hufnagel moved the horses to the Friesian Empire. (Docket No. 38 at ¶¶ 9-10; Docket No. 39 at p. 57, lns. 1-12; p.70, lns. 19-25).
Although Hufnagel boarded her four horses at the Friesian Empire, (Docket No. 39 at p. 55, lns. 4-13) only two of the four horses were allegedly mistreated at the Friesian Empire. (Id. at p. 74, lns. 14-15). Bryner transported the two horses that were allegedly mistreated from Old Oak Farm to the Friesian Empire. (Id. at p.76, lns. 7-9). Hufnagel and her husband transported the other two horses from Pennsylvania to the Friesian Empire. (Id.).
Hufnagel executed the contract at the Friesian Empire, upon the delivery of the horses.*fn8
(Id. at p. 74, lns. 8-9). The contract was to be performed at the Friesian Empire in Ohio and the contract made reference to Ohio law. (Docket No. 5-1, p.7). Under the terms of the contract, Hufnagel paid the Friesian Empire for boarding, which entailed feeding the horses, cleaning out their stalls, turning them out when necessary and properly exercising them. (Docket No. 39 at p. 64, lns. 7-10). Hufnagel had a separate agreement with Bryner. (Id. at p. 64, lns. 13-15). Pursuant to that agreement, Bryner was responsible for the horses' training and received compensation from Hufnagel for same. (Id. at p. 64, lns. 12-17). However, during the horses' last week at the Friesian Empire, Bryner fed and trained them. (Id. at p. 65, ln 7-9). Hufnagel initially paid boarding costs to Ciamacco, but in August 2009, she began making a single monthly payment to Bryner, who then paid boarding costs to Ciamacco. (Docket No. 38 at ¶¶ 10-11). There was no agreement of any kind between Ciamacco and Bryner. (Docket No. 39 at p. 51, lns. 9-11).
The horses were boarded at the Friesian Empire from approximately June 15, 2009 through August 7, 2009. (Id. at p. 69, lns. 5-6). Hufnagel asserts that her horses were healthy, well-adjusted to people, and possessed an exemplary physical appearance when delivered to the Friesian Empire. (Docket No. 38 at ¶¶ 13-14). During their time at the Friesian Empire,Hufnagel never visited her horses. (Docket No. 39 at p. 65, ln. 23). Instead, she spoke with Bryner every two weeks regarding the horses' progress. (Id. at p. 66, lns. 16-18). Bryner never informed Hufnagel that two of her horses were losing weight, nor complained about their care. (Id. at p. 67, lns. 1-5). The horses were removed from the Friesian Empire around August 7, 2009 and Bryner took them to a horse show in Columbus, Ohio. (Id. at p. 66, lns. 1-12). Upon seeing the horses at the Columbus horse show, Hufnagel observed that they were underweight, depressed, frightened, and exhibited low energy levels. (Docket No. 38 at ¶¶ 18-19). Hufnagel maintains that upon questioning Bryner about the situation, he stated that the horses were underfed because Ciamacco was not providing sufficient food and water. (Id. at ¶ 20). Hufnagel terminated her relationship with Bryner at the Columbus horse show (Docket No. 39 at p. 67, lns. 16-19) and returned the horses to her Pennsylvania farm (Docket No. 38 at ¶ 22).
The horses gained more than fifty pounds after being brought back to Hufnagel's farm, however, they were judged to be too thin to receive a FHANA rating. (Id. at ¶¶ 22-24). Ultimately, Hufnagel sold three of the four horses. She sold the two allegedly mistreated horses for $30,000.00 and $25,000.00, respectively. (Docket No. 39 at p. 72, lns. 21-25; p. 73, lns. 1-2). Hufnagel also sold one of the healthy horses (for an unspecified amount) and retained ownership of the other healthy horse. (Id. at p.74, lns. 21-11). Consequently, she seeks to be compensated for what she asserts were previously healthy horses. (Docket No. 38 at ¶¶ 27-35).
IV. OVERVIEW OF THE PARTIES' ARGUMENTS
Ciamacco argues that this case should be dismissed because there are no allegations that she has any contacts with Pennsylvania or conducted any business in Pennsylvania (Docket No. 5 at ¶ 20); the contract at issue was formed in Ohio and was to be performed in Ohio (Docket No. 6 at 2); Ciamacco never traveled to Pennsylvania in regard to the formation of the contract (Docket No. 6 at 2); and the contract at issue references Ohio law (Docket No. 6 at 11).*fn9 In the alternative, Ciamacco contends that this case should be transferred to the Southern District of Ohio, where she resides; where the contract was formed and executed; where the events giving rise to the claims occurred; and where most of the witnesses and evidence are located. (Docket No. 6 at 15-19).
Hufnagel counters that Ciamacco is subject to this Court's jurisdiction because Ciamacco entered into a contract with a Pennsylvania resident; decided to board Pennsylvania horses owned by Pennsylvania residents; advertised in a Friesian Horse Journal, which was sent to Pennsylvania residents, including her (Docket No. ...