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SRS Technologies, LLC v. National Minority Trucking Association, Inc

United States District Court, E.D. Michigan, Southern Division

February 16, 2018




         Plaintiff SRS Technologies, LLC sued defendant National Minority Trucking Association, Inc. for disputes arising out of the parties' contract for software services. Plaintiff brings two counts; breach of contract and unjust enrichment. This matter is presently before the Court on defendant's motion to dismiss pursuant to Federal Rule of Civil Procedure 12(b)(2) or, in the alternative, to transfer venue pursuant to 28 U.S.C. § 1404(a). (Doc. 4). The Court heard oral argument on January 31, 2018. For the reasons stated below, defendant's motion to dismiss will be GRANTED.

         I. Background

         Plaintiff, a Michigan company located in Novi, Michigan, provides transportation and fleet management technology. (Doc. 8-1 at PageID 99). It creates and hosts mobile applications in Michigan and delivers service to trucking, transportation, and field service businesses. (Doc. 8-1 at PageID 99-100). Defendant, a Georgia corporation with its principal place of business in Georgia, provides business resources and services to a subscription-based membership of minority individuals in the trucking industry. (Doc. 4-3 at PageID 42). Defendant does not have an office or employees in Michigan. (Id.). Five of defendant's 7, 000 customers live in Michigan. (Id.). Defendant allegedly solicited customers and business partners in Michigan by hosting or participating in training workshops, seminars, and tradeshows throughout the country, including Michigan. (Doc. 8-1 at PageID 101).

         The parties entered a contract on or about December 5, 2016. (Doc. 8-1 at PageID 102). Plaintiff was to provide software and services for three years in exchange for payments made on a monthly basis. Defendant asserts that plaintiff reached out to defendant in Georgia to solicit the contract. (Doc. 4-3 at PageID 43). Plaintiff asserts that the contract was initially facilitated through a mutual business connection located in Michigan, not a unilateral solicitation. (Doc. 8-1 at PageID 101). The parties negotiated the contract by phone and electronic message. (Doc. 8-1 at PageID 103). Defendant did not visit Michigan in relation to this contract. (Doc. 4-3 at PageID 43).

         Defendant made payments under the contract from Georgia. It eventually ceased payment. Plaintiff thereafter filed the instant lawsuit.

         II. Legal Standard

         Plaintiff bears the burden of establishing the Court's personal jurisdiction over defendant. Neogen Corp. v. Neo Gen Screening, Inc., 282 F.3d 883, 887 (6th Cir. 2002). Where, as here, the Court does not conduct an evidentiary hearing regarding personal jurisdiction, the plaintiff “need only make a prima facie showing of jurisdiction.” Id. at 887. “Nevertheless, the plaintiff may not simply reassert the allegations contained in its pleadings, but instead must ‘set forth specific facts showing that the court had jurisdiction.'” GKN Driveline v. Stahl Specialty Company, No. 15-cv-14427, 2016 WL 1746012, at *3 (E.D. Mich. May 3, 2016) (quoting Theunissen v. Matthews, 935 F.2d 1454, 1458 (6th Cir. 1991)). The Court must view the pleadings and affidavits in the light most favorable to plaintiff, Third Nat. Bank in Nashville v. WEDGE Group Inc., 882 F.2d 1087, 1089 (6th Cir. 1989), and will not consider contrary assertions made by defendant. Neogen, 282 F.3d at 887 (citing Serras v. First Tenn. Bank Nat'l Ass'n, 875 F.2d 1212, 1214 (6th Cir. 1989)).

         III. Analysis

         “A federal court's exercise of personal jurisdiction in a diversity of citizenship case 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, 282 F.3d at 888 (quoting Reynolds v. Int'l Amateur Athletic Fed'n, 23 F.3d 1110, 1115 (6th Cir. 1994)).

         Michigan's long-arm statute extends general jurisdiction pursuant to Mich. Comp. Laws § 600.711 and limited jurisdiction pursuant to Mich. Comp. Laws § 600.715. General jurisdiction enables a court to exercise jurisdiction over a corporation “regardless of whether the claim at issue is related to its activities in the state or has an in-state effect.” Neogen, 282 F.3d at 888. “In contrast to general, all-purpose jurisdiction, specific [or limited] jurisdiction is confined to adjudication of issues deriving from, or connected with, the very controversy that establishes jurisdiction.” Goodyear Dunlop Tires Operations, S.A. v. Brown, 564 U.S. 915, 919 (2011); see also Neogen, 282 F.3d at 888 (stating that limited jurisdiction “extends only to claims arising from the defendant's activities that were either within Michigan or had an in-state effect.”).

         A. General Jurisdiction

         “In order to be subject to general jurisdiction in Michigan, a nonconsenting, nonresident corporation . . . must have carried on a ‘continuous and systematic part of its general business' within Michigan.” Neogen, 282 F.3d at 889 (citing Mich. Comp. Laws § 600.711(3)). The Supreme Court stated that the appropriate inquiry is whether a foreign corporation's “affiliations with the State are so ‘continuous and systematic' as to render [it] essentially at home in the forum state.” Daimler AG v. Bauman, 134 S.Ct. 746, 749 (2014) (quoting Goodyear, 564 U.S. at 923). Michigan courts require foreign corporations to “actually be present within the forum state on a regular basis, either personally or through an independent agent.” Glenn v. TPI Petroleum, Inc., 305 Mich.App. 698, 707 (2014). In making this determination, Michigan courts consider “whether the particular corporate entity has a physical location, officers, employees, or bank accounts in Michigan, ” and the corporation's “conduct in soliciting and procuring sales and purchases within Michigan.” Id. at 707.

         The Court does not have general jurisdiction over defendant. “[T]he place of incorporation and principal place of business are paradig[m] . . . bases for general jurisdiction[.]” Daimler, 134 S.Ct. at 760. Defendant is a Georgia corporation with its principal place of business in Georgia, and while, “a corporation's operations in a forum other than its formal place of incorporation or principal place of business may be so substantial and of such a nature as to render the corporation at home in that State, ” this is simply not such “an exceptional case.” Id. at 761 n.19. Plaintiff does not present evidence that defendant was present in Michigan on a regular basis. Defendant does not have a physical location, officers, or employees in Michigan. There is no evidence that defendant has bank accounts in Michigan. Finally, while five of ...

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