United States District Court, E.D. Michigan, Southern Division
OPINION AND ORDER GRANTING DEFENDANT'S MOTION TO
DISMISS, (DOC. 4), AND DISMISSING CASE WITHOUT
CARAM STEEH UNITED STATES DISTRICT JUDGE.
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.
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
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
made payments under the contract from Georgia. It eventually
ceased payment. Plaintiff thereafter filed the instant
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)).
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)).
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.”).
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
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 ...