The opinion of the court was delivered by: Arthur J. Schwab United States District Judge
MEMORANDUM OPINION RE: DEFENDANT'S MOTION TO DISMISS (DOC. NO. 7)
Presently before the Court is Defendant U.S. Bellows, Inc.'s ("USB") Motion to Dismiss Plaintiff TRE Services, Inc.'s ("TRE") Complaint. Doc. No. 7. The parties' dispute centers on the performance of obligations pursuant to a contract that was formed on or about April 26, 2011. Doc. No. 1-2, ¶ 3. Pursuant to 28 U.S.C. § 1332, this dispute was removed to this Court on federal diversity grounds on April 16, 2012.*fn1
Defendant's Motion to Dismiss is limited to the questions of jurisdiction and venue. Doc. No. 7. Therefore, the factual background and discussion will only address facts relevant to this Court's jurisdictional authority over Defendant USB and the propriety of this Court as venue for the instant dispute.
After careful consideration of the Motion to Dismiss (Doc. No. 7) and Brief in Support (Doc. No. 8) and Plaintiff's Response thereto (Doc. No. 9), and for the reasons that follow, Defendant's Motion to Dismiss (Doc. No.7) will be DENIED.
When reviewing a Motion to Dismiss under Federal Rules of Civil Procedure 12(b)(2) and 12(b)(3), the Court accepts all factual allegations in the Complaint to be true and draws all reasonable inferences in favor of Plaintiff. See Pinker v. Roche Holdings Ltd., 292 F.3d 361, 368 (3d Cir. 2002). Taking Plaintiff's factual allegations to be true solely for the purposes of this Memorandum Opinion, the facts of this case are as follows:
Plaintiff is a corporation organized and existing under the laws of
the Commonwealth of Pennsylvania. Doc. No. 1-2, ¶ 1.*fn2
Defendant is a corporation averred to be organized and
existing under the laws of the State of Texas.*fn3 Id.
at ¶ 2. Plaintiff and Defendant entered into a contract on or about
April 26, 2011, wherein Plaintiff agreed to purchase, and Defendant
agreed to manufacture and supply, certain Hot Blast Valve Expansion
Joints for Plaintiff's customer/end user, USS Serbia. Id. at ¶ 3.
Interaction between the parties began when Plaintiff requested a price
quotation for the desired goods via Defendant's website. Formation of
said contract began with an offer in the form of a price quotation
sent by Defendant to Plaintiff on or about April 25, 2011. Id. at ¶ 4.
Subsequently, Plaintiff, accepted the terms of Defendant's offer by
way of the April 26, 2011 Purchase Order.*fn4 Id.
However, Plaintiff's Purchase Order contained a "Terms and Conditions
of Purchase" section, enclosing terms additional to Defendant's offer,
including a Forum Selection clause at Paragraph 18. Id. at 15, ¶ 18.
Paragraph 18 states that "[e]ach party agrees to submit to the
exclusive jurisdiction of the federal courts of Pennsylvania with
regard to any proceeding arising out of or relating to this transaction." The
enforceability of this clause is directly relevant to the present
Motion to Dismiss.
Federal Rule of Civil Procedure 12(b)(2) allows a defendant to challenge a Court's exercise of personal jurisdiction. "Once a defendant challenges a court's exercise of personal jurisdiction over it, the plaintiff bears the burden of establishing personal jurisdiction." D'Jamoos ex rel. Estate of Weingeroff v. Pilatus Aircraft Ltd., 566 F.3d 94, 102 (3d Cir. 2009) (citing Gen. Elec. Co. v. Deutz AG, 270 F.3d 144, 150 (3d Cir. 2001)). To meet its burden, Plaintiff must establish "[a] nexus between the defendant, the forum and the litigation." Deutz AG, 270 F.3d at 150.
"[I]n reviewing a motion to dismiss under Rule 12(b)(2) [the court] 'must accept all of the plaintiff's allegations as true and construe disputed facts in favor of the plaintiff.'" Pinker, 292 F.3d at 368 (quoting Carteret Sav. Bank, FA v. Shushan, 954 F.2d 141, 142 n. 1 (3d Cir. 1992)). Plaintiff need only to establish a prima facie case for personal jurisdiction over the defendant to overcome a 12(b)(2) motion. See Miller Yacht Sales, Inc. v. Smith, 384 F.3d 93, 97 (3d Cir. 2004). A resolution of a factual issues may be required to establish personal jurisdiction under a 12(b)(2) motion and thus a party may introduce extrinsic evidence beyond the pleadings to do so. See Time Share Vacation Club v. Atl. Resorts, Ltd., 735 F.2d 61, 66 (3d Cir. 1984). "[A]t no point may a plaintiff rely on the bare pleadings alone in order to ...