United States District Court, D. Minnesota
William J. Toulouse, Esq. and Quarnstrom & Doering,
counsel for plaintiff.
R. Gronke, Jr., Esq. and Stoneberg, counsel for defendant.
S. Doty, Judge
matter is before the court upon the motion to dismiss by
defendant Machinery Tradeoff, LLC (MTO) for lack of
jurisdiction and improper venue or, alternatively, for
transfer to the Southern District of Texas. Based on a review
of the file, record, and proceedings herein, and for the
following reasons, the court grants the motion to dismiss.
contract and warranty dispute arises out of plaintiff RH
Sealcoating & Asphalt Maintenance, Inc.'s purchase of
a chip spreader from MTO. RH Sealcoating, located in Lyon
County, Minnesota, repairs, constructs, and maintains roads,
streets, roofs, and other surfaces. Compl. ¶¶ 2-3.
MTO, located in Southern Texas, sells used construction
machinery and heavy equipment. Lerma Decl. ¶ 3. Magdiel
Lerner, a Texas resident, is the sole member of MTO.
Id. ¶¶ 1, 6, 8. MTO is not registered to
do business in Minnesota, has no offices or employees in
Minnesota, does not pay Minnesota taxes, and does not own or
lease real property in Minnesota. Id. ¶¶
5-8. MTO advertises in local newspapers and periodicals,
local radio stations, and its website. Id. ¶ 4.
MTO also lists inventory on machinerytrader.com, which
advertises equipment and machinery for dealers across the
country. Hook Aff. ¶ 10.
April 4, 2018, Roger Hook, CEO of RH Sealcoating, called MTO
in Texas to inquire about the chip spreader advertised on
machinerytrader.com. Id. ¶¶ 10, 12. Lerner
sent Hook an estimate by email for the chip spreader the same
day. Id. ¶ 13; id. Ex. 2. Lerner then
called Hook “at least twenty (20) times” to
encourage him to purchase the chip spreader. Id.
¶ 14. On May 7, Lerner emailed Hook an invoice for the
chip spreader with instructions for wiring payment.
Id. ¶ 15; id. Ex. 3. Lerner contacted
Hook several more times thereafter to see if Hook was going
to purchase the chip spreader. Id. ¶ 16. On
July 12, Hook agreed to purchase the chip spreader and wired
$65, 000 to MTO in Texas from RH Sealcoating's bank in
Minnesota. Id. ¶ 17; id. Ex.
4. After the sale, Lerner sent Hook several MTO business
cards to give to others who may be interested in his
services. Id. ¶ 18. RH Sealcoating received the
chip spreader in late July and soon discovered that the
equipment did not work as promised. Id. ¶¶
21, 22. MTO declined to fix the problem and this suit
followed. Id. ¶ 22.
August 28, 2018, RH Sealcoating filed suit against MTO in
Lyon County, Minnesota, alleging breach of contract and
breach of warranty. MTO timely removed and now moves to
dismiss for lack of personal jurisdiction or to transfer to
the Southern District of Texas based on improper venue.
Standard of Review
survive a motion to dismiss for lack of personal
jurisdiction, a plaintiff must establish a prima facie case
that the forum state has personal jurisdiction over the
defendant. Stevens v. Redwing, 146 F.3d 538, 543
(8th Cir. 1998). In the absence of an evidentiary hearing, a
court “must look at the facts in the light most
favorable to the nonmoving party and resolve all factual
conflicts in favor of that party.” Dakota Indus.,
Inc. v. Dakota Sportswear, Inc., 946 F.2d 1384, 1387
(8th Cir. 1991). A federal court may assume jurisdiction over
a nonresident defendant “only to the extent permitted
by the long-arm statute of the forum state and by the Due
Process Clause.” Romak USA, Inc. v. Rich, 384
F.3d 979, 984 (8th Cir. 2004) (citation and internal
quotation marks omitted). Because the Minnesota long-arm
statute “confers jurisdiction to the fullest extent
permitted by the Due Process Clause, ” the court need
only consider due process requirements. See Coen v.
Coen, 509 F.3d 900, 905 (8th Cir. 2007).
satisfy due process, a defendant must have “sufficient
minimum contacts” with the forum state such that
maintaining the suit “does not offend traditional
notions of fair play and substantial justice.”
Romak, 384 F.3d at 984 (citation omitted).
“Sufficient contacts exist when [a] defendant's
conduct and connection with the forum state are such that
[it] should reasonably anticipate being haled into court
there....” Coen, 509 F.3d at 905 (citation and
internal quotation marks omitted).
state has specific jurisdiction when the cause of action
“arise[s] out of” or “relate[s] to” a
defendant's activities within that state. Burger King
Corp. v. Rudzewicz, 471 U.S. 462, 472 (1985) (citation
and internal quotation marks omitted). “In order for a
court to exercise specific jurisdiction over a claim, there
must be an ‘affiliation between the forum and the
underlying controversy, principally, [an] activity or an
occurrence that takes place in the forum State.'”
Bristol-Myers Squibb Co. v. Superior Court of
Cal., 137 S.Ct. 1773, 1781 (2017) (alteration in
original) (quoting Goodyear Dunlop Tires Operations, S.A.
v. Brown, 564 U.S. 915, 919 (2011)).