United States District Court, E.D. Pennsylvania
CROSSROADS TECHNOLOGIES, INC. Plaintiff
ACHIEVE SERVICES HOLDINGS, LLC, ACHIEVE HOME NURSING SERVICES, LLC, AND ACHIEVE SERVICES, INC., Defendants.
M. Younge Judge.
above-captioned Defendants, the Achieve Entities, filed a
Motion to Dismiss Pursuant to Federal Rule of Civil
Procedure 12(b)(2) [Dkt. No. 5] in which they averred
that this action should be dismissed for lack of personal
jurisdiction. This Court did not hold an evidentiary hearing
prior to deposing of the pending motion to dismiss. For the
purpose of disposing of this motion, this Court accepted as
true the allegations in the Plaintiff's
Complaint coupled with the Declaration of
Anthony Castorani and the evidence submitted in support
of its opposition to the Defendants' motion to dismiss.
The Plaintiff avers that the Defendants are alter egos of one
another and refers to them collectively as “the Achieve
Entities.” (Complaint ¶ 8). [Dkt. No. 1].
If the evidence developed during discovery does not support
the Plaintiff's theory that the defendants acted
collectively, this Court may, upon motion, revisit the
conclusions reached herein. Based upon the evidence and the
law, the motion to dismiss is denied.
Plaintiff, a Pennsylvania Corporation, brings this breach of
contract action against the above-captioned Defendants. The
Defendants are residents of the state of Georgia with their
principal place of business in Georgia. (Complaint
¶ 3 - 5).
of 2013 and again in January of 2016, the above-captioned
Defendants contacted the Plaintiff in regard to the handling
of information technology management through the installation
of the Allscripts Application-a program for data storage and
database networking. Following contractual negotiations, in
February of 2016, the Defendants shipped fourteen (14) Apple
IPads to the Plaintiff at its Pennsylvania location. In March
of 2016, after installation of the Allscripts Application,
the Plaintiff returned the Apple IPads to the Defendants.
Declaration of Anthony Castorani ¶ 8.
(3/27/19). The Defendants then used the IPads in connection
with their healthcare business where they entered information
and data including confidential patient records. The
information and data entered by the Defendants was stored on
servers that were maintained by the Plaintiffs and located in
Pennsylvania. Declaration of Anthony Castorani
¶ 9 (3/27/19).
parties entered into two (2) written contracts in connection
with the information and data management services provided by
the Plaintiff; a Hosting Agreement, and an
IT Management Services Agreement
(Complaint Exhibit A & B). The Hosting
Agreement and the IT Management Agreement
contain a paragraph that can be found on the last page of
both documents directly above the signature line that reads
Through the actions of acceptance of this proposal, you agree
to all terms within this proposal as well as all subsequent
terms which are defined in the Crossroads Technologies, Inc.
Terms and Conditions for Managed Hosting, which may be
downloaded from our website at
www.crossroadstech.net. Subsequent terms may also
apply from other documents such as, but not limited to,
service agreements, service level agreements, sales quotes,
project quotes, or documents which are designated to
represent a service or tangible goods sale from provider to
client. Pricing is subject to change without notice.
Acceptance is determined as the execution of this proposal in
whole or in part by the client either through written or
verbal execution or execution by acceptance with a signature
from an authorized officer of the company.
(Complaint, Exhibits A & B).
contracts contain the above-quoted clause that incorporates
by reference a separate document entitled Terms and
Conditions that could be found on the Plaintiff's
website. The incorporation by reference clause contains a
specific citation to the Plaintiff's website where the
Terms and Conditions could be found and reviewed by
the Defendants. The Terms and Conditions
contain, in turn, a forum selection and waiver of personal
jurisdiction clause that reads, “Venue of any action of
suit shall be in any court in Pennsylvania and customer shall
be subject to the personal jurisdiction of the Commonwealth
of Pennsylvania.” (Complaint, Exhibit
C, § 4 Governing Law).
Rule of Civil Procedure 4(k)(1)(A) reads in relevant part,
“Serving a summons or filing a waiver of service
establishes personal jurisdiction over a defendant: who is
subject to the jurisdiction of a court of general
jurisdiction in the state where the district court is
located.” see also Metcalfe v. Renaissance Marine,
Inc., 566 F.3d 324, 330, 51 V.I. 1219 (3d Cir. 2009);
Zippo Mfg. Co. v. Zippo Dot Com, Inc., 952 F.Supp.
1119, 1122 (W.D. Pa. 1997). 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. § 5322(b);
see also Grand Entm't Grp., Ltd. v. Star Media Sales,
Inc., 988 F.2d 476, 481 (3d Cir. 1993). Due process
“is satisfied when the defendant has (1) purposefully
established minimum contacts with the forum state, (2) such
that the maintenance of the suit does not offend traditional
notions of fair play and substantial justice. Schiavone
v. Aveta, 41 A.3d 861, 869 (Pa. Super. 2012).
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, 66 S.Ct. 154,
90 L.Ed. 95 (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.
are two types of personal jurisdiction: general and specific.
Helicopteros Nacionales de Colombia S.A. v. Hall,
466 U.S. 408, 414, 104 S.Ct. 1868, 80 L.Ed.2d 404 (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, 541
Fed.Appx. 208, 2013 U.S. App. LEXIS 20633, 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 WorldWide
Volkswagen Corp. v. Woodson, 444 U.S. 286, 297, 100
S.Ct. 559, 62 L.Ed.2d 490 (1980)).