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Key Ingredient Catering LLC v. World Cup Packaging

United States District Court, E.D. Pennsylvania

July 19, 2019

WORLD CUP PACKAGING, et al., Defendants


          JOSHUA D. WOLSON, J.

         Defendants World Cup Packaging, Bob Seay, David Tillery, and Jeff Olson (collectively “World Cup”)[1] move to dismiss on the grounds that they are not subject to personal jurisdiction in Pennsylvania and that the Complaint fails to state a claim against them. (ECF Nos. 10, 11.) The Court concludes that it does not have personal jurisdiction over them. However, rather than dismiss the case, the Court will transfer it to the U.S. District Court for the Northern District of Illinois pursuant to 28 U.S.C. § 1631.


         Plaintiff Key Ingredient Catering LLC (“Key Ingredient”) describes itself as a “Pennsylvania-based business entity, ” and Plaintiff Matthew Pivnick is its owner. (Compl. ¶¶ 5-6.) World Cup is an Illinois corporation with a principal place of business in Illinois. (Seay Aff. ¶¶ 3, 7.[2]) Seay, Tillery, and Olson are World Cup employees, none of whom resides in Pennsylvania. (Id. ¶¶ 2, 8, 9.) World Cup is not registered to do business in Pennsylvania; it does not have a registered agent in Pennsylvania; and it has no property, employees, or bank accounts in Pennsylvania. (Id. ¶ 4.) World Cup does not solicit, advertise, or market in Pennsylvania, and it has never attended trade shows in Pennsylvania. (Id. ¶ 5.)

         Key Ingredient contacted World Cup in Illinois to inquire about the purchase of a machine that could help package Key Ingredient's products. (Compl. ¶ 15.) Following this initial contact, Key Ingredient shipped 350 cups, lids, and film seal to World Cup in Illinois. (Id. ¶¶ 15-17, 22.) Olson, an independent sales representative for World Cup in Illinois, prepared and sent a Machine Quote to Key Ingredient in Pennsylvania. (Id. ¶ 23; Seay Aff ¶ 9.) The Machine Quote does not contain a forum selection clause. (Compl. Ex. A.)

         Key Ingredient purchased a World Cup machine (the “Machine”) by way of an equipment lease, for a total cost of $85, 000 with interest. (Id. ¶¶ 24-25.) The contract specified that World Cup was to deliver the Machine to Key Ingredient freight-on-board in Illinois. (Compl. Ex. A.) After delivery, Key Ingredient emailed Olson to request a user manual, which Olson apparently sent (Id. ¶¶ 30, 45.) In addition, Pivnick spoke with someone from World Cup regarding the requirements for an air compressor that was needed to operate the Machine. (Id. ¶ 34.)

         Key Ingredient alleges it encountered difficulties once it began using the Machine. (Id. ¶¶ 36-43, 47, 51.) In January 2019, World Cup sent a technician to Key Ingredient's facility in Pennsylvania to examine the Machine. (Id. ¶ 61.) According to Key Ingredient, the technician identified problems with the machine and promised to issue a full report once he returned to Illinois, but Key Ingredient claims it has not yet received this report. (Id. ¶ 62.) Key Ingredient alleges that as a result of these difficulties with the Machine, its reputation with the distributors of its products has suffered. (Id. ¶ 52.)

         Key Ingredient brings claims against World Cup for products liability, breach of express and implied warranty, breach of contract, and violation of the Unfair Trade Practices and Consumer Protection Law. World Cup has filed a Motion to dismiss for lack of jurisdiction and for failure to state a claim (ECF No. 10), as have Seay, Tillery, and Olson (ECF No. 11). In support of its jurisdictional arguments, World Cup has submitted the Seay Affidavit. Key Ingredient and Pivnick oppose the Motions (ECF No. 13, 14), but they have not submitted any affidavits or other evidence to support their position. Instead, they accept the facts in the Seay Affidavit and rely otherwise on their Complaint.


         Motions to dismiss for lack of personal jurisdiction under Federal Rule of Civil Procedure 12(b)(2) require the court to take all of plaintiff's factual allegations as true and to resolve all factual disputes in the plaintiff's favor. See Metcalfe v. Renaissance Marine, Inc., 566 F.3d 324, 330 (3d Cir.2009). Once a defendant raises a jurisdictional defense, the burden shifts to the plaintiff to establish that the district court has personal jurisdiction over the nonresident defendant. The plaintiff bears the burden of proving, through “affidavits or other competent evidence, ” sufficient contacts with the forum state to establish personal jurisdiction. Id. Where a court resolves the motion without a hearing, a plaintiff can satisfy that burden by providing evidence sufficient to demonstrate a prima facie case of personal jurisdiction. See Eurofins Pharma U.S. Holdings v. BioAlliance Pharma SA, 623 F.3d 147, 155 (3d Cir. 2010). The burden then shifts to the defendant to establish that the exercise of jurisdiction would be unreasonable. Carteret Sav. Bank v. Shushan, 954 F.2d 141, 150 (3d Cir.1992)).

         III. ANALYSIS

         A. World Cup Is Not Subject To Personal Jurisdiction In Pennsylvania

         Under Federal Rule of Civil Procedure 4(k), a federal district court may assert personal jurisdiction over a nonresident of the state in which the court sits to the extent authorized by the law of that state. Fed.R.Civ.P. 4(k)(1)(A). Pennsylvania's long arm statute allows the exercise of personal jurisdiction to the full extent permitted by the Constitution. 42 Pa. Cons. Stat. Ann. § 5322(b). Under the Due Process Clause of the Fourteenth Amendment, personal jurisdiction over an out-of-state defendant requires that the defendant have “minimum contacts” with the forum state such that exercising jurisdiction would “not offend traditional notions of fair play and substantial justice.” Int'l Shoe Co. v. Washington, 326 U.S. 310, 319 (1945).

         Personal jurisdiction can arise under two distinct theories: general jurisdiction and specific jurisdiction. See Metcalfe, 566 F.3d at 334. A court has general jurisdiction over a foreign corporation when that corporation has “continuous and systematic” contacts with the forum state, such that the corporation can be considered “at home” in that state. Goodyear Dunlop Tires Operations, S.A. v. Brown, 564 U.S. 915, 919 (2011). World Cup asserts that it does not maintain any presence in Pennsylvania, let alone one that would make it at home here, and Key Ingredient ...

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