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Element Fin. Corp. v. ComQi, Inc.

United States District Court, E.D. Pennsylvania

October 7, 2014

ELEMENT FINANCIAL CORPORATION f/k/a COACTIV CAPITAL PARTNERS, INC.
v.
COMQI, INC

Page 740

For ELEMENT FINANCIAL CORP., formerly known as COACTIV CAPITAL PARTNERS, INC., Plaintiff: ROBERT J. KRANDEL, LEAD ATTORNEY, ROBERT E. WALTON, FLAMM WALTON PC, BLUE BELL, PA.

For COMQI, INC., Defendant: MITCHELL C. STEIN, LEAD ATTORNEY, PRO HAC VICE, SULLIVAN & WORCESTER, NEW YORK, NY; SIOBHAN BRILEY, LEAD ATTORNEY, PRO HAC VICE, SULLIVAN & WORCESTER LLP, NEW YORK, NY; LANCE ROGERS, ROGERS & ASSOCIATES LLC, ARDMORE, PA.

Page 741

MEMORANDUM

STEWART DALZELL, J.

I. Introduction

We consider here defendant ComQi, Inc.'s (" ComQi" ) motion to dismiss plaintiff Element Financial Corporation's complaint. Plaintiff, formerly known as CoActiv Capital Partners, Inc. (" CoActiv" ) brings this diversity suit for contract breach, unjust enrichment, quantum meruit, and common law fraud. ComQi argues that we lack personal jurisdiction, that

Page 742

CoActiv lacks standing to sue it, and that CoActiv has failed to state a claim. Because we find that we lack personal jurisdiction over defendant ComQi, we need not reach its other defenses.

II. Standard of Review

After a defendant challenges the Court's personal jurisdiction, plaintiff bears the burden of establishing such jurisdiction. General Elec. Co. v. Deutz AG, 270 F.3d 144, 150 (3d Cir. 2001). Where the Court does not hold an evidentiary hearing, a plaintiff needs to establish only a prima facie case of personal jurisdiction, and a plaintiff is entitled to have its allegations taken as true and have factual disputes resolved in its favor. Miller Yacht Sales, Inc. v. Smith, 384 F.3d 93, 97 (3d Cir. 2004). Still, a plaintiff must prove personal jurisdiction by a preponderance of the evidence. Carteret Sav. Bank, FA v. Shushan, 954 F.2d 141, 146 (3d Cir. 1992).

After a defendant raises a jurisdictional defect, a plaintiff bears the burden of proving that jurisdiction is proper by competent evidence, actual proofs, or affidavits. Dayhoff Inc. v. H.J. Heinz Co., 86 F.3d 1287, 1302 (3d Cir. 1996). Rule 12(b)(2) motions inherently require resolution of factual issues outside the pleadings -- that is, whether personal jurisdiction actually lies. Time Share Vacation Club v. Atlantic Resorts, Ltd., 735 F.2d 61, 68 n.9 (3d Cir. 1984) (at no point may a plaintiff rely on the bare pleadings alone to withstand a defendant's Rule 12(b)(2) motion to dismiss for lack of in personam jurisdiction).

III. Factual Background

Plaintiff CoActiv is a Delaware corporation with corporate headquarters in Horsham, Pennsylvania. Complaint at ¶ 1. Defendant ComQi is a Delaware corporation with its principal place of business in New York, New York. Id. at ¶ 3. In March of 2012 ComQi engaged in business discussions with Power Station LLC (" Power Station" ), a corporation not party to this lawsuit. Id. at ¶ 7. Power Station wished to buy various media player devices and ancillary components for a related company, ConnectiVISION. Id. at ¶ 7. To finance this transaction, CoActiv agreed it would purchase the equipment from ComQi and Power Station would make monthly lease payments to CoActiv. Id. at ¶ 8.

ComQi sent a Quote to " Power Station, LLC" and " Financial Pacific Leasing, LLC" in Federal Way, Washington, representing that the sales price for the equipment and services would be $647,381.90. Id. at ¶ 9. The Quote was for " [m]edia players, wall mounts, and ancillary components and services relating to the connectiVISION Expansion Project." Id. at Ex. A.

On April 26, 2014, CoActiv issued a Purchase Order authorizing ComQi to ship the equipment to Power Station and send the invoice to CoActiv. Id. at ¶ 10. The Purchase Order provided that the goods to be sold to CoActiv, under its trade name " Panasonic Finance Solutions," included " Media Players, Wall Mounts and ancillary components" for $647,381.90. Id. at Ex. B. The Purchase Order specified that the goods were to be sold to CoActiv d/b/a Panasonic Finance Solutions and shipped to Power Station, listed under a Folsom, California address. Id.

On April 27, 2014, ComQi issued an Invoice to Power Station, LLC and CoActiv Capital Partners in Horsham, Pennsylvania. Id. at Ex. C. The description of the transaction on the Invoice is for " [m]edia players, wall mounts, and ancillary components and services relating to the connectiVISION Expansion Project." Id. CoActiv entered into a UCC Article 2A finance lease with Power Station LLC for the

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items listed on the Invoice. Id. at ¶ 12. ComQi shipped the equipment to a Massachusetts warehouse, where Power Station accepted the goods. Id. at ¶ 13.

Plaintiff avers in its Complaint that " The 'services relating to the connectiVISION Expansion Project' described in the Invoice and Quote . . . have never been and will never be fully performed by ComQi. On information and belief, only a small portion of the Equipment has been installed and put into use that actually required any amount of Services." Id. at ¶ 14. It further alleges that on November 13, 2013 CoActiv mailed ComQi a letter requesting a refund for the portion of the $647,381.90 attributable to the non-performed services, which CoActiv, without a waiver of rights, estimated to be $343,122.41. Id. at ¶ 15.

CoActiv here asserts four causes of action -- breach of contract, unjust enrichment, quantum meruit, and common law fraud. Complaint at 4-7. ComQi moved to dismiss for lack of personal jurisdiction, lack of ...


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