Bluetarp Fin., Inc. v. Matrix Constr. Co.

• Decision Date: 22 February 2012
• Docket Number: No. 2:11–cv–290–GZS.,2:11–cv–290–GZS.
• Citation: 845 F.Supp.2d 342
• Parties: BLUETARP FINANCIAL, INC., Plaintiff, v. MATRIX CONSTRUCTION CO. INC., Defendant.
• Court: U.S. District Court — District of Maine

845 F.Supp.2d 342

BLUETARP FINANCIAL, INC., Plaintiff,

v.MATRIX CONSTRUCTION CO. INC., Defendant.

No. 2:11–cv–290–GZS.

United States District Court,

D. Maine.

Feb. 22, 2012.

Gavin G. McCarthy, Pierce Atwood LLP, Portland, ME, for Plaintiff.

Daniel R. Mawhinney, Jason P. Donovan, Thompson & Bowie, LLP, Portland, ME, for Defendant.

ORDER ON MOTION TO DISMISS

GEORGE Z. SINGAL, District Judge.

Before the Court is Defendant's Motion to Dismiss Plaintiff's Complaint (Docket # 7). As explained herein, the Court GRANTS the Motion.

I. LEGAL STANDARD

Defendant seeks dismissal of this case pursuant to Fed.R.Civ.P. 12(b)(2), (3), and (6). A motion to dismiss under Rule 12(b)(2) seeks dismissal based on lack of personal jurisdiction. The personal jurisdiction of a federal court sitting in diversity is equivalent to that of a state court sitting within the forum. Tice v. Taiwan Shin Yeh Enterprise Co., Ltd., 608 F.Supp.2d 119, 121 (D.Me.2009) (citing Nowak v. Tak How Invs., Ltd., 94 F.3d 708, 712 (1st Cir.1996)). Thus, to establish personal jurisdiction over a defendant, the plaintiff must demonstrate both that Maine's long-arm statute grants jurisdiction and that exercise of jurisdiction under the statute is consistent with the Due Process Clause of the United States Constitution. Id. (citing Daynard v. Ness, Motley, Loadholt, Richardson & Poole, P.A., 290 F.3d 42, 52 (1st Cir.2002)). Because Maine's long-arm statute is coextensive with the permissible exercise of personal jurisdiction under the Constitution, the due process inquiry controls the instant case. See14 M.R.S.A. § 704–A; Murphy v. Keenan, 667 A.2d 591, 593 (Me.1995).

Plaintiff has the burden to persuade the Court that it has personal jurisdiction over Defendant. See Mass. Sch. of Law v. Am. Bar Ass'n, 142 F.3d 26, 34 (1st Cir.1998). To assess whether Plaintiff has met its burden, the Court applies the prima facie standard, and accepts Plaintiff's proffered facts construing them in the light most favorable to Plaintiff. See id. Additionally, the Court considers any uncontradictedfacts put forward by Defendant. See id. In making this showing, Plaintiff may not rely on unsupported allegations in its factual pleadings, but is obligated to adduce evidence of specific facts.¹See id.

The filing of a Rule 12(b)(3) motion likewise places the burden on the plaintiff to demonstrate the propriety of venue. See McGinley v. Wahoo Funding, Inc., 2007 WL 1810712, at *1 (D.Me. June 21, 2007) (citing 5B Charles Alan Wright & Arthur R. Miller, Federal Practice and Procedure § 1352 at 321–22 (3d ed. 2004)). The procedural analysis applied in determining a challenge of venue follows the procedure for analysis employed in a motion under Rule 12(b)(2).²See Salisbury Cove Associates, Inc. v. Indcon Design (1995), Ltd., 211 F.Supp.2d 184, 187 (D.Me.2002).

Finally, a motion to dismiss for failure to state a claim under Fed.R.Civ.P. 12(b)(6)³ tests the “legal sufficiency” of a complaint. Gomes v. Univ. of Maine Sys., 304 F.Supp.2d 117, 120 (D.Me.2004). “To survive a motion to dismiss, a complaint must contain sufficient factual matter, accepted as true, to state a claim to relief that is plausible on its face.' ” Ashcroft v. Iqbal, 556 U.S. 662, 129 S.Ct. 1937, 1949, 173 L.Ed.2d 868 (2009) (quoting Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 570, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007)). “The plausibility standard is not akin to a probability requirement, but it asks for more than a sheer possibility that a defendant has acted unlawfully.” Id. (citation and internal punctuation omitted).

Of course, the Court must accept as true all well-pleaded factual allegations in a complaint and draw all reasonable inferences in a plaintiff's favor. See id. at 1949–50;Rivera v. Centro Médico de Turabo, Inc., 575 F.3d 10, 15 (1st Cir.2009). In distinguishing sufficient from insufficient pleadings, “a context-specific task,” the Court must “draw on its judicial experience and common sense.” Ashcroft, 129 S.Ct. at 1950.

II. FACTUAL BACKGROUND

Defendant Matrix Construction Company (“Matrix” or “Defendant”) is a South Carolina corporation with a principal place of business in Anderson, South Carolina. Matrix has never had an office in Maine, has never bid on a construction project in Maine, has never worked on a construction project in Maine, and has never purchased construction supplies from suppliers located in Maine.

In 2010, Matrix was retained as the general contractor for construction projects at three schools in South Carolina. In accordance with its role as general contractor, Matrix solicited bids from subcontractors and building materials suppliers. Matrix accepted a bid from Contract Supply LLC (“Contract Supply”) to provide wood doors and hollow metal frames for the projects. Contract Supply is a South Carolina company with a principal place of business in Mauldin, South Carolina. AfterMatrix accepted the bid, Contract Supply informed Matrix that it could not enter into an agreement until Matrix completed a commercial credit application. On May 24, 2010, Contract Supply faxed a note to Matrix asking that Matrix complete a commercial credit application. Although Matrix preferred to pay for supplies by check and already had a line of credit with a local bank at a favorable rate, Matrix agreed to complete the application. Matrix's office manager, Cyndi Durham signed the commercial credit application in South Carolina but left the “Requested Credit Line” blank, because, as Matrix alleges, Matrix did not intend to purchase materials using the line of credit provided by Contract Supply. Durham then faxed the completed application back to Contract Supply in South Carolina.

Shortly thereafter, on May 24, 2010, Matrix received a fax from BlueTarp Financial, Inc. (“BlueTarp” or “Plaintiff”) thanking Matrix for applying for credit with BlueTarp but informing Matrix that its application could not be processed because Matrix had failed to fill out the “Requested Credit Line” and had failed to have the application signed by a corporate officer. On June 2, 2010, Matrix faxed an updated application to BlueTarp in Portland, Maine. The updated application had been signed by Matrix President H.M. King, Jr. in South Carolina and listed $5,000 in the “Requested Credit Line.” ⁴ The second page of the application contained an Account Agreement (the “Agreement”). BlueTarp approved the application and on June 8, 2010 sent a welcome letter to Matrix advising Matrix of its initial credit limit, providing billing and payment information, and setting forth the terms and conditions of the Agreement, which contained provisions stating that the agreement between the parties “will be governed by the laws of the State of Maine” and that “[i]n the event of default in payment, BlueTarp ... may institute suit against you in the courts of the State of Maine, regardless of where you are geographically located or conduct business.” ( See Docket # 7–18, PageID 131–32.)

Matrix submitted three purchase orders to Contract Supply dated June 11, 2010, January 14, 2011, and May 5, 2011, respectively. ( See Docket # 7–19, PageID 133–35.) These purchase orders totaled more than $167,000. Contract Supply invoiced Matrix directly for the purchase orders Matrix placed with Contract Supply. These invoices spanned from September 2010 to May 2011. ( See Docket # 7–20, PageID 136–61.) From September 2010 to March 2011, Matrix paid Contract Supply directly by check.⁵ ( See Docket # 7–21, PageID 162–173.) Between July 2010 and May 2011, Matrix received a total of twelve billing statements from BlueTarp. Each of these statements contained an Atlanta, Georgia mailing address and instructions to send payment to BlueTarp in Atlanta, Georgia. ( See Docket # 7–23, PageID 176–210.) During this eleven month span, correspondence from BlueTarp also indicated that Matrix's credit line was increased first to $10,000 and later to $144,000.⁶ Moreover, BlueTarp and Matrix exchanged several additional communications over these eleventh months, a majority of these communications concerned collections.

In June 2011, Matrix learned that Contract Supply had not paid its suppliers for the materials purchased by Matrix. Soon thereafter, Matrix suspended payments to Contract Supply. On June 15, BlueTarp collections manager Theresa Gouzie sent Matrix office manager Cyndi Durham an email demanding payment of $118,201.50 for “purchases outstanding against your BlueTarp Account.” (See Docket # 7–24, PageID 211.) On August 31, 2011, Matrix received a letter from Contract Supply demanding payment for building materials orders.

Matrix contends that it never placed purchase orders with Contract Supply through BlueTarp, never made any payments to BlueTarp for the building materials Matrix purchased from Contract Supply, nor communicated with BlueTarp concerning the purchase orders. Matrix asserts that it made all of its purchase orders from Contract Supply directly and that it paid Contract Supply directly by check. Meanwhile, BlueTarp asserts that between July 1, 2010 and May 11, 2011, it approved $169,217.58 in charges made on Matrix's BlueTarp credit account at Contract Supply.⁷

On July 28, 2011, BlueTarp filed the present action in this Court seeking to recover those amounts under the terms of the credit line that had been established for Matrix. On August 11, 2011, Matrix filed a suit against BlueTarp, Contract Supply and one other defendant in state court in South Carolina.

III. DISCUSSION

At this early stage of this case, the parties appear to agree that they have a dispute requiring judicial intervention. They disagree on the proper forum. Plaintiff's filing of the pending complaint evinces a clear desire to have their dispute heard by this Court. However, the pending Motion to Dismiss asserts that this Court lacks personal jurisdiction over Defendant under both the forum selection clause and under recognized limits of personal jurisdiction. In Defendant...