United States District Court, E.D. Michigan, Southern Division
OPINION AND ORDER GRANTING DEFENDANT'S MOTION TO
CORBETT O'MEARA DISTRICT JUDGE
the court is Defendant's motion to dismiss, filed April
5, 2017, which has been fully briefed. Pursuant to L.R.
7.1(f)(2), the court did not hear oral argument.
Merrifield Machinery Solutions, Inc.
("Merrifield"), entered into an agreement with
Defendant, JCM Engineering Corporation ("JCM"), for
the sale of a milling machine. Merrifield alleges that it
delivered the equipment to JCM, but that JCM defaulted in the
amount of $1, 426, 855. Merrifield filed its complaint,
alleging breach of contract, unjust enrichment, lien
foreclosure, and claim and delivery, on December 27, 2016.
JCM seeks dismissal pursuant to Federal Rule of Civil
Procedure 12(b)(2), for lack of personal jurisdiction.
is a Michigan entity that has its principal place of business
in Pontiac, Michigan. JCM is a California corporation with
its principal place of business in Ontario, California. JCM
avers that it has no offices or employees in Michigan, owns
no property in Michigan, does not advertise or solicit
business in Michigan, and conducts no business in Michigan.
See Declaration of Carlo Moyano.
2014, JCM was looking for a milling machine to purchase and
contacted Plaintiff. A Merrifield representative traveled to
JCM's offices in California to present a proposal for the
sale of a milling machine manufactured by Fooke Engineering
Works, a German company. JCM alleges that the parties
negotiated the purchase in California, whereas Merrifield
contends that negotiations continued by telephone and email.
JCM issued a purchase order containing various terms and
conditions, including a California choice of law clause and
forum selection clause. See Def.'s Ex. A. The
copy provided by JCM is not signed by Merrifield. Merrifield
states that it executed a "purchase agreement" for
the equipment in Michigan, although it does not provide a
copy of the alleged agreement. See Affidavit of Rich Rohn.
contends that the Fooke milling machine was shipped to its
location in California directly from Germany. Merrifield
asserts that it shipped the machine from Michigan.
Id. Merrifield alleges that, before defaulting, JCM
submitted payments for the machine to its office in Michigan.
Standard of Review
seeks dismissal of this action for lack of personal
jurisdiction pursuant to Fed.R.Civ.P. 12(b)(2). Plaintiff
bears the burden of demonstrating that jurisdiction exists
and, in the face of a properly supported motion for
dismissal, must "set forth specific facts showing that
the court has jurisdiction." Theunissen v.
Matthews. 935 F.2d 1454, 1458 (6th Cir.
1991). The court has three alternatives for dealing with a
Rule 12(b)(2) motion: "it may decide the motion upon the
affidavits alone; it may permit discovery in aid of deciding
the motion; or it may conduct an evidentiary hearing to
resolve apparent factual questions." Id. The
court has discretion to select which method it will follow;
however, the method selected affects the burden of proof the
plaintiff must bear to avoid dismissal. Id.
"Where the court relies solely on the parties'
affidavits to reach its decision, the plaintiff must make
only a. prima facie showing that personal
jurisdiction exists in order to defeat dismissal."
Id. When relying solely on the papers, the court
must view the evidence in the light most favorable to the
plaintiff and "does not weigh the controverting
assertions of the parting seeking dismissal."
Id. at 1459. "We adopted this rule ... in order
to prevent non-resident defendants from regularly avoiding
personal jurisdiction simply by filing an affidavit denying
all jurisdictional facts...." Id. In this case,
the court will rely upon the papers and consider whether
Plaintiff has established a prima facie showing of personal
jurisdiction can be general, where the defendant has
continuous and systematic contact with the forum state, or
limited (also known as specific), where the subject matter of
the lawsuit is related to the defendant's contacts with
the forum state. See Sports Auth. Mich. Inc. v.
Justballs. Inc.. 97 F.Supp.2d 806, 810 (E.D. Mich. 2000)
(Woods, J.). In Michigan, courts have general jurisdiction
over a corporation when it incorporates under Michigan laws,
consents to be sued in Michigan, or carries on a
"continuous and systematic part of its general business
within the state." M.C.L. § 600.711.
does not carry on a continuous and systematic part of its
general business in Michigan. It does not have an office,
property, bank account, employees, or a registered agent in
Michigan. It does not advertise or solicit customers in
Michigan. See Def.'s Ex. 1.
suggests that JCM conducts business in Michigan because it
supplies companies that have facilities in Michigan, such as
Northrop Grumman. Merrifield has not provided evidence that
JCM makes sales directly to Michigan or conducts a
"continuous and systematic part of its general
business" within Michigan, however. Merrifield has not