United States District Court, D. Minnesota
MEMORANDUM AND ORDER
A. Magnuson United States District Court Judge
matter is before the Court on Defendant's Motion to
Dismiss. For the following reasons, the Motion is granted.
Austal USA is an Alabama company that builds ships. It
ordered piping system components from non-party Piping
Systems International (“PSI”), a company also
based in Alabama. PSI received a loan from Plaintiff
Marquette Commercial Finance, which was at that time a
Minnesota company. Marquette took as collateral the accounts
receivable from Austal's purchase, and Austal began to
make payments directly to Marquette.
and PSI had a disagreement about the quality of the goods PSI
provided to Austal, and Austal stopped paying for those
goods. The total amount Austal owes PSI is more than $500,
000. Marquette served Austal with a Minnesota state-court
complaint on November 17, 2016, and Austal removed that
complaint to this Court on December 7, 2016. On December 6,
2016, Austal filed its own lawsuit in Alabama state court
against both PSI and Marquette.
claims that it has insufficient contacts with Minnesota for
the exercise of either general or specific personal
jurisdiction. Austal also contends that PSI is an
indispensable party and that the case should be dismissed for
failure to join PSI. Finally, Austal argues that the matter
should be dismissed under forum non conveniens principles.
responds that Austal received notice that its account was
assigned to Marquette and Austal made payments to Marquette
under that assignment, making jurisdiction appropriate.
Marquette also argues that PSI is not indispensable because
Marquette's notice to Austal under Minn. Stat. §
336.9-406 is an enforceable agreement between Marquette and
Austal. Finally, Marquette contends that Minnesota is not an
inconvenient forum but that Alabama is more convenient,
warranting a transfer to the Southern District of Alabama.
Court can exercise personal jurisdiction over a nonresident
defendant if (1) Minnesota's long-arm statute, Minn.
Stat. § 543.19, is satisfied; and (2) the exercise of
personal jurisdiction does not offend due process.
Stanton v. St. Jude Med., Inc., 340 F.3d 690, 693
(8th Cir. 2003). Because Minnesota's long-arm statute
extends the personal jurisdiction of Minnesota courts as far
as due process allows, see, e.g., In re Minn.
Asbestos Litig., 552 N.W.2d 242, 246 (Minn. 1996), the
Court need only evaluate whether the exercise of personal
jurisdiction comports with the requirements of due process.
See Guinness Import Co. v. Mark VII Distribs., Inc.,
153 F.3d 607, 614 (8th Cir. 1998).
process requires that the defendant have “certain
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).
Sufficient minimum contacts exist when the
“defendant's conduct and connection with the forum
State are such that [it] should reasonably anticipate being
haled into court there.” World-Wide Volkswagen
Corp. v. Woodson, 444 U.S. 286, 297 (1980). There must
be some act by which the defendant “purposefully avails
itself of the privileges of conducting activities within the
forum State, thus invoking the benefits and protections of
its laws.” Hanson v. Denckla, 357 U.S. 235,
253 (1958). In contrast, contacts that are merely random,
fortuitous, attenuated, or that are the result of
“unilateral activity of another party or a third
person” will not support personal jurisdiction.
Burger King Corp. v. Rudzewicz, 471 U.S. 462, 474
(1985) (citation omitted).
determine the sufficiency of a defendant's conduct with
the forum state, the Court examines five factors: (1) the
nature and quality of the contacts; (2) the quantity of the
contacts; (3) the relation between the contacts and the
action; (4) the forum state's interest in the litigation;
and (5) the convenience of the parties. Epps v. Stewart
Info. Servs. Corp., 327 F.3d 642, 648 (8th Cir. 2003).
The third factor distinguishes between general and specific
jurisdiction. Wessels, Arnold & Henderson v.
Nat'l Med. Waste, Inc., 65 F.3d 1427, 1432 (8th Cir.
1995). General jurisdiction is present whenever a
defendant's contacts with the forum state are so
“continuous and systematic” that it may be sued
in the forum over any controversy, independent of whether the
cause of action has any relationship to the defendant's
activities within the state. Helicopteros Nacionales de
Columbia, S.A. v. Hall, 466 U.S. 408, 416 (1984).
Specific jurisdiction refers to jurisdiction over causes of
action arising from or related to the defendant's actions
within the forum state. Burger King, 471 U.S. at
472-73. The fourth and fifth factors are secondary to the
analysis. Minn. Min. & Mfg. Co. v. Nippon Carbide
Indus. Co., Inc., 65 F.3d 694, 697 (8th Cir. 1995).
Finally, in examining these factors, the Court may consider
matters outside the pleadings. See Stevens v.
Redwing, 146 F.3d 538, 543, 546 (8th Cir. 1998).
argues that this action arises out of Austal's contacts
with Minnesota in the form of Austal's payments to
Marquette, which were made via wire transfer from Austal in
Alabama to Marquette's bank in California. Marquette
claims that Austal “assented” to the
choice-of-law and jurisdiction provisions in the underlying
contract between Marquette and PSI by making payments to
Marquette pursuant to the assignment. Marquette offers no
legal authority to support its argument that a contract's
forum-selection clause binds a non-party to that contract,
likely because there is no such authority. Austal did not
assent to any terms of Marquette's contract with PSI, and
the forum-selection clause in that contract does not bind
also contends that Austal's payments to Marquette are
sufficient to allow Minnesota to exercise jurisdiction over
Austal. Marquette claims that Austal “conduct[ed]
business” with Marquette, but that is a misstatement of
the parties' relationship. Austal did not seek out
Marquette for a business deal. Rather, Austal learned that
payments to its vendor would have to be made to a different
entity and it made those payments. Austal's payments to
Marquette's California bank are the result of
“unilateral activity of another party or a third
person” that cannot support personal jurisdiction.
Burger King, 471 U.S. at 474.
does not have sufficient contacts with Minnesota to allow for
the exercise of personal jurisdiction over it. Austal cannot
be said to have “purposefully availed” itself of
Minnesota, such that it could anticipate being haled into
court here. The ...