WEBB-BENJAMIN, LLC, A PENNSYLVANIA LIMITED LIABILITY COMPANY, Appellant
INTERNATIONAL RUG GROUP, LLC, D/B/A INTERNATIONAL RETAIL GROUP, A CONNECTICUT LIMITED LIABILITY COMPANY
from the Order Entered September 7, 2017 in the Court of
Common Pleas of Westmoreland County, Civil Division at No(s):
2865 of 2017
BEFORE: STABILE, J., MUSMANNO, J., and FORD ELLIOTT, P.J.E.
LLC ("WB"), a Pennsylvania Limited Liability
Company, appeals from the Order sustaining the Preliminary
Objections filed by International Rug Group, LLC, d/b/a
International Retail Group ("IRG"), a Connecticut
Limited Liability Company, and dismissing WB's Complaint.
We reverse and remand for further proceedings.
WB is a
Pennsylvania company that provides assistance and support in
arranging and administering home furnishing sale events.
Complaint, 7/25/17, at ¶ 3. IRG is a Connecticut
company, registered to do business in Pennsylvania, that
arranges and administers sales events for sellers of home
furnishings. Id. at ¶ 4. In 2016, WB contracted
with IRG to retain a client, Eisenbergs' Fine Furniture
of Calgary ("Eisenbergs"), for IRG, and to render
services related to a furniture sale for Eisenbergs in
Calgary, Canada (the "Eisenbergs sale"), in
exchange for commissions on the furnishings sold. IRG agreed
to make weekly payments to WB, based on a percentage of gross
sales, and a single payment at the conclusion of the
Eisenbergs sale, based on a percentage of gross profits. In
January 2017, the parties "ended their
relationship" and "agreed … that WB would be
entitled to its agreed-upon sales commission for the duration
of the Eisenbergs [e]vent." Id. At ¶ 8.
Subsequently, on February 25, 2017, IRG registered to do
business in Pennsylvania as a foreign association. Following
the conclusion of the Eisenbergs sale in May 2017, IRG failed
to pay WB for the outstanding agreed upon commissions from
filed a Complaint, and subsequently an Amended Complaint,
against IRG in the Court of Common Pleas of Westmoreland
County, Pennsylvania, alleging breach of contract. IRG filed
Preliminary Objections, alleging that (1) Pennsylvania lacked
personal jurisdiction over IRG; (2) WB's Complaint lacked
sufficient factual specificity; and (3) WB's breach of
contract claim is legally deficient. The trial court
sustained IRG's Preliminary Objection as to lack of
jurisdiction, and dismissed the case. The trial court found
that 42 Pa.C.S.A. § 5301 does not provide jurisdiction
over claims that are based on events that occurred prior to a
foreign association's registration in Pennsylvania.
See Trial Court Order, 9/6/17, at 2-3. The trial
court held that because the "incidents forming the basis
of [WB's suit]" occurred prior to IRG's
registration, the court had no jurisdiction over WB's
claims against IRG. Id. The trial court did not
address the remaining Preliminary Objections. WB filed a
issues on appeal are as follows:
1. Where a foreign entity is registered to do business in
Pennsylvania when the plaintiff files its complaint, whether
the trial court can assert general, personal jurisdiction
over such entity under the foreign registration provisions of
42 Pa.C.S.A. §5301(a)(2)(i) with respect to acts,
transactions or omissions occurring prior to such foreign
2. Where a foreign entity is registered to do business in
Pennsylvania when the plaintiff's cause of action arose,
whether the trial court has sufficient basis to assert
general, personal jurisdiction over such entity[, ] under the
foreign registration provisions of 42 Pa.C.S.A.
§5301(a)(2)(i)[, ] where such cause of action is
related to transactions occurring prior to such foreign
3. Where a foreign entity is registered to do business in
Pennsylvania, whether the trial court has sufficient basis to
assert general, personal jurisdiction over such entity under
the foreign registration provisions of 42 Pa.C.S.A.
§5301(a)(2)(i) with respect to a cause of action
arising [out] of acts, transactions or omissions occurring
both before and after such foreign registration?
Brief for Appellant at 4-5.
When deciding a motion to dismiss for lack of personal
jurisdiction[, ] the court must consider the evidence in the
light most favorable to the non-moving party. This Court will
reverse the trial court's decision regarding preliminary
objections only where there has been an error of law or an
abuse of discretion. Once the moving party supports its
objections to personal jurisdiction, the burden of proving
personal jurisdiction is upon the party asserting it. Courts
must resolve the question of personal jurisdiction based on
the circumstances of each particular case.
Mendel v. Williams, 53 A.3d 810, 816-17 (Pa. Super.
2012) (citation omitted).
asserts that the Pennsylvania court has general personal
jurisdiction, pursuant to 42 Pa.C.S.A. § 5301,
based on IRG's registration as a foreign association in
Pennsylvania. Brief for Appellant at 9-11. WB argues that the
text of 42 Pa.C.S.A. § 5301 makes no mention of
precluding claims that are based on events that occurred
prior to the foreign association's registration in
Pennsylvania. See Brief for Appellant at 9-19.
Further, WB argues that following IRG's registration in
Pennsylvania, (1) the Eisenbergs ...