United States District Court, E.D. Pennsylvania
ROBERT F. KELLY, Sr., District Judge.
Presently before this Court is Defendant, Scienstry, Inc.'s, "Supplemental Motion to Dismiss Plaintiff's Amended Complaint and/or Transfer Venue, " Plaintiff, Bent Glass Design's Response in Opposition, and the oral arguments set forth by the parties at a hearing held on January 24, 2014. For the following reasons, Defendant's Motion is denied.
Plaintiff, Bent Glass Design, Inc. ("Plaintiff"), is a corporation, organized and existing under the laws of Pennsylvania, with an office located at 3535 Davisville Road in Hatboro, Pennsylvania. Compl. ¶ 1. Plaintiff is in the business of processing, shaping, fabricating and manufacturing glass products for all different types of industries, applications and uses including shipbuilding. Id . ¶ 10. Defendant, Scienstry, Inc. ("Defendant"), is a corporation, organized and existing under the laws of Texas with an office located at 1110 East Collins Boulevard in Richardson, Texas. Id . ¶ 2. Defendant engages in the fabrication and sale of privacy glass panels. Id . ¶ 12.
For the past several years Plaintiff has been working on a project, known as the Swift Boat 141 Project (the "Swift Boat Project"), that involved supplying finished glass products for a very large yacht being built in Abu Dhabi, United Arab Emirates. Id . ¶ 11. At some point in 2009, Plaintiff, who is not a manufacturer of privacy film, identified Defendant as a potential vendor to provide this product for the Swift Boat Project. Id . ¶¶ 27-28. Plaintiff contacted Dr. Jenson Wang ("Dr. Wang"), the owner and President of Defendant, regarding Plaintiff's need for privacy film. Id . ¶¶ 14, 28. Subsequent to consulting with Dr. Wang, Plaintiff decided to purchase Defendant's 3G Switchable Film, NPD-300 Series ("300 Film"), for use in the Swift Boat Project. Id . ¶¶ 36-38. In the period beginning November 13, 2009, through late March 2011, Plaintiff ordered multiple shipments of the 300 Film at a total cost of $234, 633.11. Id . ¶ 46.
In or around December 2010, after most of the panels of the 300 Film were installed on the Swift Boat, it became apparent that the 300 Film was not providing the requisite privacy for which it had been chosen and ordered. Id . ¶¶ 73, 75. As a result, Plaintiff was required to uninstall the 300 Film and find a suitable replacement privacy film. Id . ¶ 77. After again consulting with Dr. Wang, Plaintiff selected the 400 Film to replace the 300 Film and ordered a total of $329, 538.16 of the product. Id . ¶ 79. In order to complete the privacy panel part of the Swift Boat Project, Plaintiff had to fabricate and laminate new replacement panels for all the previously installed 300 Film panels using the new 400 Film. Id . ¶ 80. Since the installation of the 400 Film onto the Swift Boat, the product has performed as intended. Id . ¶ 85.
On July 24, 2013, Plaintiff filed suit against Defendant in the United States District Court for the Eastern District of Pennsylvania (the "Eastern District of Pennsylvania") alleging breach of contract, breach of the implied warranty of fitness for a particular purpose and breach of the implied warranty of merchantability. (See Doc. No. 1.) On August 19, 2013, Defendant filed a Motion to Dismiss Plaintiff's Complaint and/or Transfer Venue. (See Doc. No. 6.) Plaintiff did not respond to Defendant's Motion; rather, it submitted an Amended Complaint on September 25, 2013. (See Doc. No. 9.) Defendant subsequently filed a Supplemental Motion to Dismiss Plaintiff's Amended Complaint and/or Transfer Venue to which Plaintiff responded on November 21, 2013. Oral argument regarding issues of jurisdiction and venue were heard before the Court on January 24, 2014.
Defendant's Motion raises questions concerning jurisdiction and venue. The first inquiry is whether a court sitting in Pennsylvania may exercise jurisdiction over Defendant, a Texas corporation. Defendant argues that it lacks the requisite connections with Pennsylvania for the Court to exercise personal jurisdiction over it; therefore, the action must be dismissed pursuant to Federal Rule of Civil Procedure 12(b)(2).
The second inquiry is multi-faceted. First, we must determine the validity of the forum selection clause cited by Defendant. Second, if this clause is found to be inapplicable, we must ascertain whether the Eastern District of Pennsylvania is the proper venue for Plaintiff's claims. If it is not found to be proper, we must then decide whether the action should be dismissed or transferred to the United States District Court for the Northern District of Texas (the "Northern District of Texas").
Rule 4(e) of the Federal Rules of Civil Procedure grants federal district courts with personal jurisdiction over non-resident defendants to the extent permissible under the state law of the jurisdiction where the court sits. See Fed.R.Civ.P. 4(e); see also Metcalfe v. Renaissance Marine, Inc. , 556 F.3d 324, 330 (3d Cir. 2009). In Pennsylvania, the applicable long-arm statute allows personal jurisdiction over non-resident defendants to be exercised to the extent permissible under the due process clause of the Fourteenth Amendment. See Pa. Cons. Stat. § 5332(b); see also Grand Entm't Grp., Ltd. v. Star Media Sales, Inc. , 988 F.2d 476, 481 (3d Cir. 1993).
A district court may exercise in personam jurisdiction over a non-resident so long as the defendant has "certain minimum contacts with [the forum] such that the maintenance of the suit does not offend traditional notions of fair play and substantial justice." Int'l Shoe Co. v. Washington , 326 U.S. 310, 316 (1945). When a defendant calls into question the district court's lack of personal jurisdiction, the burden rests with the plaintiff to prove personal jurisdiction by a preponderance of the evidence. Control Screening LLC v. Tech. Application and Prod. Co. , 687 F.3d 163, 167 (3d Cir. 2012). This burden is met when the plaintiff sets forth a prima facie case for the exercise of personal jurisdiction by "establishing with reasonable particularity sufficient contacts between the defendant and the forum state." Mellon Bank (East) PSFS, Nat'l Assoc. v. Farino , 960 F.2d 1217, 1223 (3d Cir. 1992) (quoting Provident Nat. Bank v. California Fed. Sav. & Loan Assoc. , 819 F.2d 434 (3d Cir. 1987)).
There are two types of personal jurisdiction: general and specific. Helicopteros Nacionales de Colombia S.A. v. Hall , 466 U.S. 408, 414 (1984). General jurisdiction requires only that the plaintiff's claim arises out of the non-resident defendant's "continuous and systematic" contacts with the forum state, and does not require that the cause of action be related to the defendant's activities in the forum state. Rocke v. Pebble Beach Co., No. 13-1149, 2013 WL 5568727, at *2 (3d Cir. Oct. 10, 2013). On the other hand, in order for a district court to possess specific jurisdiction, the plaintiff's claim must arise out of the defendant's forum related activities such "that the defendant should reasonably anticipate being haled into court there." Vetrotex Certainteed Corp. v. Consl. Fiber Glass Prods. Co. , 75 F.3d 147 (3d Cir. 1995) (quoting World-Wide Volkswagen Corp. v. Woodson , 444 U.S. 286, 297 (1980)).
The proper exercise of specific jurisdiction relies on the presence of three criteria. First, Plaintiff must show that Defendant has "purposefully directed its activities" at the forum. Burger King Corp. v. Rudzewicz , 471 U.S. 462, 472 (1985). Second, Plaintiff's claims must "arise out of or relate" to at least one of those activities. Helicopteros , 466 U.S. at 414. Third, if these two prongs are met, the court must then consider whether exercising jurisdiction would "comport with fair play and substantial justice." Burger King, 471 at 476 (citing Int'l Shoe , 326 U.S. at 320).
Due to the standard for general jurisdiction being more difficult to satisfy, the logical starting point is whether Plaintiff has proven the existence of specific jurisdiction by a preponderance of the evidence. See Compagnie Des Bauixites De Guinne v. L'Union , 723 F.2d 357, 362 (3d Cir. 1983) (recognizing general jurisdiction requires defendant's contacts with the forum to be qualitatively and quantitatively greater). Prior to addressing the arguments relating to jurisdiction, we must consider a preliminary matter. Defendant argues that Plaintiff "failed to allege specific jurisdiction" in the Amended Complaint. See Suppl. Mot. to Dismiss or Transfer Venue ¶ 30. This statement is incorrect because Plaintiff's Amended Complaint explicitly ...