United States District Court, E.D. Michigan, Southern Division
OPINION AND ORDER DENYING DEFENDANT'S RENEWED
MOTION TO DISMISS (DKT. 19)
TERRENCE G. BERG, UNITED STATES DISTRICT JUDGE
a breach of contract case. In January 2015, the Parties
agreed that Plaintiff would manufacture an automotive bumper
for Defendant. After Plaintiff made a few mockups and
collaborative adjustments to specifications, Defendant
approved Plaintiffs quote to make 50 parts for $134, 600.
Plaintiff delivered the parts. But Defendant did not pay the
total due under the contract. Plaintiff now seeks to recover
the unpaid balance of $112, 897. Defendant Trans Am
Worldwide, LLC, incorporated and headquartered in Florida,
has moved to dismiss claiming that this Court has no personal
jurisdiction over it.
previously moved to dismiss the case under Fed.R.Civ.P.
12(b)(2), arguing that Plaintiff failed to plead facts
sufficient to establish this Court's personal
jurisdiction over Defend- ant. Dkt. 6. The Court denied that
motion without prejudice in order to allow Plaintiff to amend
its complaint. Dkt. 14. Plaintiff filed an amended complaint,
Dkt. 18, and Defendant has now filed this renewed motion to
dismiss. Dkt. 19.
reasons outlined below, Defendant's Renewed Motion to
Dismiss is DENIED.
Parties first met at a Nevada trade show in November 2014.
Dkt. 19, Pg. ID 279; Dkt. 19-2, Pg. ID 296. It is not clear
from the record whether an agreement was formed at that time,
Dkt. 21, Pg. ID 371-72, but in January 2015, Plaintiff
received a purchase order from Defendant for tooling and 25
Trans Am fas-cias (automotive bumpers). Dkt. 18, Pg. ID 228.
Throughout that month, the Parties negotiated about
engineering specifications and fabrication timelines. Dkt.
18, Pg. ID 228. In early February, Defendant's
representative visited Plaintiff in Michigan to review some
data concerns. Dkt. 18, Pg. ID 228. In April, Plaintiff
completed the first two bumpers and Defendant's agent
again came to Michigan to pick them up. Dkt. 18, Pg. ID 229.
Defendant expressed satisfaction with the overall look of the
bumpers, but wanted to use a tougher, more expensive
material. Dkt. 18, Pg. ID 229. So in June, Plaintiff
fabricated two more bumpers using the new materials and sent
them to Defend- ant, who responded with another engineering
update. Dkt. 18, Pg. ID 229. When reviewing the update,
Plaintiff found data that suggested there would be a gap in
the headlamps. Dkt. 18, Pg. ID 229. Defendant then shipped
sample headlamps to Plaintiff to inspect. Dkt. 18, Pg. ID
230. According to Plaintiff, these headlamps had the same
gaps found in the data. Dkt. 18, Pg. ID 230. On June 29,
2015, one of Defendant's representatives visited
Plaintiff in Michigan to review the project. Id.
July, the Parties continued to tweak specifications and the
production timeline. Dkt. 18, Pg. ID 231. On August
4th, Defendant submitted a revised purchase order
for the tooling and production of 50 Trans AM rear fascias.
Dkt. 18, Pg. ID 235; Dkt. 18-8, Pg. ID 253. Plaintiff
provided a new quote of $134, 600, which decreased the price
of tooling and increased the number of parts to 50. Dkt. 18,
Pg. ID 235. Defendant approved the new quote on September 10,
2015. Dkt. 18, Pg. ID 235. Plaintiff then made and shipped
two more bumpers to Defendant in Florida. Dkt. 18, Pg. ID
October, another one of Defendant's representatives came
to Michigan to review the project. Dkt. 18, Pg. ID 231.
Plaintiff asked for approval of recent tooling changes, and
the representative signed off on a mockup in person. Dkt. 18,
Pg. ID 231. Defendant gave Plaintiff a check for $4, 600.
Dkt. 18, Pg. ID 235. Later that month, Defendant told
Plaintiff the part fit well but they were waiting on
ownership for an official signoff. Dkt. 18, Pg. ID 231.
on October 29th, Defendant reported that
depressions were appearing on the front bumpers after
exposure to the sun. Dkt. 18, Pg. ID 232. In November,
Plaintiff shipped rear bumpers and Defendant expressed its
satisfaction with them. Dkt. 18, Pg. ID 232. In December,
Defendant requested 8 more front bumpers with a thicker top
area. Dkt. 18, Pg. ID 232. Plaintiff then provided a quote
for the thickness modification. Dkt. 18, Pg. ID 232.
two conference calls (in December 2015 and January 2016),
Plaintiffs President visited Defendant in Florida. Dkt. 20,
Pg. ID 341. New, thicker front bumpers were shipped to
Defendant in March 2016. Dkt. 18, Pg. ID 232. In April 2016,
Defendant informed Plaintiff of another problem: inner ribs
were showing through after sanding. Dkt. 18, Pg. ID 233.
Defendant cancelled its order for front bumpers but kept an
order for additional rear ones, which Plaintiff filled by
shipping 10 parts in May. Dkt. 18, Pg. ID 233.
2016, the parties held a conference call to discuss past due
payments but were unable to resolve the dispute. Dkt. 18, Pg.
ID 233. Plaintiff alleges that it has sustained damages of
$112, 897.00 because Defendant has paid Plaintiff only $4,
600 by check in October 2015, with the remainder of the
amount owed for parts and tooling having gone unpaid. Dkt.
18, Pg. ID 233 Plaintiff filed suit in Macomb County Circuit
Court and Defendant removed to this Court in December of
2016. Dkt. 1, Pg. ID 2. Defendant then moved to dismiss the
case, arguing that Plaintiff had failed to plead facts
sufficient to establish this Court's personal
jurisdiction over Defendant. Dkt. 6. This Court denied that
motion without prejudice, allowing Plaintiff to amend its
complaint. Dkt. 14. Plaintiff filed an amended complaint.
Dkt. 18. And Defendant has filed a renewed motion to dismiss.
Dkt. 19. Having considered the Parties' submissions, the
Court finds that oral argument would not help the Court
resolve Defendant's motion. Thus the Court will decide
the motion based on the Parties' written submissions.
See E.D. Mich. LR 7.1(f). For the reasons set out in
detail below, Defendant's motion will be denied.
Standard of Review
defendant's motion to dismiss for lack of personal
jurisdiction under Federal Rule of Civil Procedure 12(b)(2),
"[t]he plaintiff bears the burden of establishing that
jurisdiction exists." Theunissen v. Matthews,
935 F.2d 1454, 1458 (6th Cir. 1991).
district court has three options when deciding a 12(b)(2)
motion. Id. It may rule based on written submissions
and affidavits, hold an evidentiary hearing, or order
discovery limited to the personal jurisdiction issue. Air
Prod. & Controls, Inc. v. Safetech Int'l, Inc.,
503 F.3d 544, 549 (6th Cir. 2007); Theunissen, 935
F.2d at 1458. "The court has discretion to select which
method it will follow [.]" Theunissen, 935 F.2d
at 1458 (internal citations omitted). Neither party has asked
for an evidentiary hearing or for limited discovery. And the
Court finds that the Parties' written submissions and
affidavits are sufficient to resolve Defendant's motion.
So the Court will decide the motion based solely on those
submissions and affidavits.
"the burden on the plaintiff is relatively slight and
the plaintiff must only make a prima facie showing that
personal jurisdiction exists in order to defeat
dismissal." Air Prod., 503 F.3d at 549 (quoting
Am. Greetings Corp. v. Cohn, 839 F.2d 1164, 1169
(6th Cir. 1988; Theunissen, 935 F.2d at 1458)
(internal quotation marks omitted). The materials must be
reviewed in the light most favorable to the plaintiff and
"the district court should not weigh the controverting
assertions of the party seeking dismissal."
Theunissen, 935 F.2d at 1458 (internal quotation
jurisdiction can be either general or specific depending upon
the nature of the contacts that the defendant has with the
forum state." Bird v. Parsons, 289 F.3d 865,
873 (6th Cir. 2002). General jurisdiction depends on
continuous and systematic contact with the forum state, such
that the courts may exercise jurisdiction over any claims a
plaintiff may bring against the defendant. Kerry Steel,
Inc. v. Paragon Industries, Inc., 106 F.3d 147, 149 (6th
Cir. 1997). Specific jurisdiction grants jurisdiction only to
the extent that a claim arises out of or relates to a
defendant's contacts in the forum state. Id.
Here, Plaintiff argues that this Court has specific
jurisdiction over Defendant due to the Defendant's
contact with the forum state. Dkt. 10-1, Pg. IDs 7-12.
federal court's exercise of jurisdiction over litigants
must be both "(1) authorized by the law of the state in
which it sits, and (2) in accordance with the Due Process
Clause of the Fourteenth Amendment." Neogen Corp. v.
Neo Gen Screening, Inc., 282 F.3d 883, 888 (6th Cir.
2002). Michigan's long-arm statute gives the
"maximum scope of personal jurisdiction permitted by the
due process clause of the Fourteenth Amendment."
Chrysler Corp. v. Fedders Corp., 643 F.2d 1229, 1236
(6th Cir. 1981). Accordingly, if jurisdiction is proper under
the Fourteenth Amendment, it is also proper under
Michigan's long-arm statute. The long-arm analysis thus
merges into the due process analysis and the Court need only
determine whether exercising personal jurisdiction violates
constitutional due process. Bridgeport Music, Inc. v.
Still N The Water Pub., 327 F.3d 472, 477 (6th Cir.
process is satisfied if a defendant has "sufficient
minimum contacts" with the forum state "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
(1945) (citation omitted). "But the plaintiff cannot be
the only link between the defendant and the forum. Rather, it
is the defendant's conduct that must form the necessary
connection with the forum State that is the basis for its
jurisdiction over ...