American Pollution Prevention Co., Inc. v. National Alfalfa Dehydrating & Milling Co.

• Decision Date: 23 May 1975
• Docket Number: No. 45263,45263
• Citation: 230 N.W.2d 63,304 Minn. 191
• Parties: AMERICAN POLLUTION PREVENTION COMPANY, INC., Respondent, v. NATIONAL ALFALFA DEHYDRATING AND MILLING COMPANY, Appellant.
• Court: Minnesota Supreme Court

Page 63

230 N.W.2d 63

304 Minn. 191

AMERICAN POLLUTION PREVENTION COMPANY, INC., Respondent, v. NATIONAL ALFALFA DEHYDRATING AND MILLING COMPANY, Appellant.

No. 45263.

Supreme Court of Minnesota.

May 23, 1975.

Syllabus by the Court

Application of Minn.St. 303.13, our corporate long-arm statute, to plaintiff's action for breach of contract involving the sale of feeder cattle, in part to be performed in Minnesota, against defendant, a nonresident corporation, authorizes a court of this state to exercise personal jurisdiction over defendant where the record reviewed establishes sufficient minimum contacts with Minnesota to comply with constitutional due process requirements.

George P. Hoke, Minneapolis, Linde, Thomson, Van Dyke, Fairchild & Langworthy and Albert Thomson, Kansas City, Mo., for appellant.

Maslon, Kaplan, Edelman, Borman, Brand & McNulty and Charles Quaintance, Jr., Minneapolis, for respondent.

Heard before SHERAN, C.J., and ROGOSHESKE and YETKA, JJ., and considered and decided by the court en banc.

ROGOSHESKE, Justice.

Defendant, National Alfalfa Dehydrating and Milling Company, appeals from the denial of its motion to dismiss for lack of jurisdiction. Plaintiff, American Pollution Prevention Company, Inc., brought action in district court alleging that defendant breached a written contract for the purchase of feeder cattle. Defendant by its answer denied the alleged breach, challenged the jurisdiction of the Minnesota court, and counterclaimed, alleging breach of contract by plaintiff in failing to meet specified delivery dates. Following its unsuccessful attempt to remove the action to Federal court, defendant brought a motion to dismiss on the ground that Minnesota lacked personal jurisdiction over defendant, a nonresident corporation. The motion was denied and defendant appeals. We affirm.

We review the order based solely upon the evidence presented to the trial court, as we must. Plaintiff is a Delaware corporation, headquartered in Minneapolis. Defendant is also a Delaware corporation, headquartered in Kansas. On two occasions in 1973, discussions between the parties were carried on in Minneapolis concerning the possible sale of feeder cattle. Other telephone calls concerning the transaction were made in 1973 and 1974. On January 4, 1974, the parties entered into the purchase agreement which is the subject of this dispute. The written agreement, executed in Nebraska, contemplated the sale by plaintiff to defendant of 3,800 cattle for a total purchase price of approximately $1,600,000. The cattle were to be shipped to defendant's feedlot in Nebraska from locations in South Dakota and Nebraska within specified periods of time, and the exact price was to be determined by weighing operations conducted in Nebraska.

The agreement provides that it is to be construed according to Nebraska law. Although the agreement is silent as to the place of payment, the uncontradicted affidavit of plaintiff's vice president includes an assertion that payment was contemplated to be made in Minnesota. Payments on an earlier similar contract for the sale of cattle in August 1973 had been made by check mailed to plaintiff in Minneapolis. By the terms of the agreement, plaintiff is a 'seller' and defendant is a 'buyer.' However, the counterclaim and its incorporated exhibit showing the basis therefor indicate that in previous agreements being superseded by the contract in dispute defendant was a seller of feed and services in fattening cattle rather than a buyer of such cattle. The affidavit of plaintiff's vice president, who is also an officer of I. S. Joseph Company, Inc., a Minnesota corporation, includes statements on information and belief that defendant's principal business relates to the sale of feed nationwide, and that approximately 10 percent of defendant's sales occur in Minnesota. The affidavit further shows that defendant in the past has sold directly to such Minnesota companies as International Milling, Ralston Purina, and Doughboy, and that defendant's representatives have frequently come to Minnesota to discuss business with buyers and with I. S. Joseph Company, which had for approximately 2 years handled substantially all marketing for defendant's exported products. The affidavit includes a copy of defendant's advertisement in a Minnesota trade publication offering dehydrated alfalfa for sale. While defendant challenges the relevance of this information, it does not challenge its factual accuracy.

The issue presented is the propriety of the trial court's exercise of jurisdiction over defendant under our corporate long-arm statute, Minn.St. 303.13, and constitutional due process requirements. Section 303.13 provides in part:

'Subdivision 1. A foreign corporation shall be subject to service of process, as follows:

(3) If a foreign corporation makes a contract with a resident of Minnesota to be performed in whole or in part by either party in Minnesota, or if such foreign corporation commits a tort in whole or in part in Minnesota against a resident of Minnesota, such acts shall be deemed to be doing business in Minnesota by the foreign corporation and shall be deemed equivalent to the appointment by the foreign corporation of the secretary of the state of Minnesota and his successors to be its true and lawful attorney upon whom may be served all lawful process in any actions or proceedings against the foreign corporation arising from or growing out of such contract or tort.'

If, as the trial court determined and the parties on oral argument apparently conceded, all payments...