Croix Retail, Inc. v. Logiciel, Inc.
| Decision Date | 23 September 2003 |
| Docket Number | A03-220. |
| Parties | Croix Retail, Inc., Respondent, v. Logiciel, Inc., a California corporation, Appellant. |
| Court | Minnesota Court of Appeals |
Appeal from Winona County District Court, No. C7021483.
Affirmed
Gregory A. Wohletz, Wohletz Law Office, 111 Riverfront Building, Suite 403, Winona, MN 55987 (for respondent).
Marc A. Al, Lindquist & Vennum P.L.L.P., 4200 IDS Center, 80 South Eighth Street, Minneapolis, MN 55402; and
Phillip P. Hansen, Hansen Law Office, Ltd., 476 West Broadway, Winona, MN 55987 (for appellant).
Considered and decided by Toussaint, Chief Judge, Kalitowski, Judge, and Schumacher, Judge.
UNPUBLISHED OPINION
Appellant Logiciel, Inc., challenges the district court's denial of its motion to dismiss the suit filed against it by respondent Croix Retail, Inc., for lack of personal jurisdiction and under the doctrine of forum non conveniens. We affirm.
Croix is a Minnesota corporation that operates 15 retail clothing stores throughout the United States and has its principal place of business in Winona. Logiciel is a California corporation that produces and sells "Retail-ease," a computer software program designed to allow retailers to collect and transmit sales and inventory data. Logiciel has conducted business with retailers in 26 states, including Minnesota, and at one time (1997) maintained local offices throughout the country. Logiciel has never sent representatives or direct mailings to Minnesota or otherwise specifically solicited business from Minnesota customers. Logiciel maintains a website that describes its products, invites purchase inquiries via email or telephone, and allows visitors to run a product demonstration.
A Croix employee approached the Logiciel exhibition booth at a March 1999 international trade show in Las Vegas, Nevada, and discussed Retail-ease with a Logiciel representative. Two Croix employees subsequently visited the Logiciel offices in California and Croix requested a proposal for Logiciel to supply Croix's San Francisco store with one licensed copy of the Retail-ease program and its accompanying hardware. Croix later purchased additional software and hardware from Logiciel. Logiciel trained Croix employees in Logiciel's California offices and provided technical support and training via telephone to Croix employees in Minnesota. Croix's information technology manager ran the product demonstration available on Logiciel's website. During the time Croix used Retail-ease, Logiciel sent software to Croix via post, sent software updates electronically to Croix, electronically accessed and repaired Croix's central computer, participated in frequent telephone conversations with Croix concerning Retail-ease, sent email and invoices to Croix, and received payments from Croix drawn on Croix's Minnesota bank account.
In March 2002, Croix filed suit against Logiciel in Minnesota district court, alleging breach of contract, intentional and negligent misrepresentation, breach of warranty, and negligence, all arising from Croix's dissatisfaction with the products and services purchased from Logiciel. Logiciel filed a motion to dismiss Croix's suit, arguing two points. First, the district court lacked personal jurisdiction over Logiciel due to the latter's limited contacts with Minnesota. Second, the doctrine of forum non conveniens required transferring the matter to a California court. The district court denied the motion to dismiss on both grounds.
1. Whether personal jurisdiction exists is a question of law, which this court reviews de novo. Griffis v. Luban, 646 N.W.2d 527, 531 (Minn. 2002). To defeat a motion to dismiss for lack of subject matter jurisdiction, the nonmoving party bears the burden of making a prima facie showing of jurisdiction. Hardrives, Inc. v. City of LaCrosse, 307 Minn. 290, 293, 240 N.W.2d 814, 816 (1976). Because Logiciel made its motion to dismiss before trial, Croix's allegations and evidence supporting jurisdiction must be taken as true and the facts must be viewed in the light most favorable to Croix. V.H. v. Estate of Birnbaum, 543 N.W.2d 649, 653 (Minn. 1996).
For a Minnesota court to exercise personal jurisdiction over a nonresident defendant, the defendant must come within the reach of the long-arm statute, Minn. Stat. § 543.19 (2002), and the exercise of jurisdiction under the long-arm statute must comport with the Due Process Clause of the Fourteenth Amendment. Id. Because the Minnesota long-arm statute provides jurisdiction as broad as due process will allow, we need only consider whether Minnesota's exercise of personal jurisdiction over Logiciel is consistent with due process. See id. In doing so, we may apply federal caselaw. Valspar Corp. v. Lukken Color Corp., 495 N.W.2d 408, 411 (Minn. 1992).
A state court's exercise of personal jurisdiction over a nonresident defendant will comport with constitutional due-process requirements only if the defendant has "minimum contacts" with the forum state so that "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, 66 S. Ct. 154, 158 (1945) (quotation omitted).
Where the resident plaintiff's claim allegedly arose out of the nonresident defendant's limited contacts with the forum state — in this case a single transaction — the defendant may be subject to "specific" personal jurisdiction. See Burger King Corp. v. Rudzewicz, 471 U.S. 462, 472, 105 S. Ct. 2174, 2181-82 (1985); Valspar, 495 N.W.2d at 411. Specific jurisdiction may be found where the nonresident defendant has "purposefully directed his activities at residents of the forum and the litigation results from alleged injuries that arise out of or relate to those activities." Griffis, 646 N.W.2d at 532 (quoting Burger King, 471 U.S. at 472, 105 S. Ct. at 2182). Here, Croix contends Logiciel had sufficient contacts, out of which Croix's claims arose, to support the Minnesota court's exercise of personal jurisdiction.
A determination of minimum contacts depends on the "relationship among the defendant, the forum, and the litigation." Helicopteros Nacionales de Colombia, S.A. v. Hall, 466 U.S. 408, 414-16, 104 S. Ct. 1868, 1872 (1984) (citation and quotation omitted). The defendant must have "purposefully avail[ed] itself of the privilege of conducting activities within the forum [s]tate, thus invoking the benefits and protections of its laws." Hanson v. Denckla, 357 U.S. 235, 253, 78 S. Ct. 1228, 1240 (1958). "The defendant's conduct and connections with the forum state must be such that the defendant `should reasonably anticipate being haled into court there.'" Griffis, 646 N.W.2d at 532 (quoting World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 297, 100 S. Ct. 559, 567, 62 L.Ed.2d 490 (1980)). The defendant's actual presence in the forum state is not necessary. Burger King, 471 U.S. at 476, 105 S. Ct. at 2184.
Minnesota courts consider five factors to determine whether the exercise of personal jurisdiction over a defendant is proper: "(1) The quantity of the contacts with the forum state, (2) The nature and quality of the contacts, (3) The source and connection of the cause of action with these contacts, (4) The interest of the state providing a forum, (5) The convenience of the parties." Vikse v. Flaby, 316 N.W.2d 276, 282 (Minn. 1982) (). A court looks at the totality of the circumstances to determine whether it may assert personal jurisdiction. Northrup King Co. v. Compania Productora Semillas Algodoneras Selectas, S.A., 51 F.3d 1383, 1388 (8th Cir. 1995). "[I]n a close case, doubts should be resolved in favor of retention of jurisdiction." Valspar, 495 N.W.2d at 412.
Logiciel is a California corporation that has never specifically solicited customers in Minnesota, sent direct mailings to Minnesota, or sent its representatives to Minnesota for business. At all times relevant to this matter, however, Logiciel maintained a website accessible from anywhere in the United States promoting its products and inviting business inquiries. The website stated Logiciel had "local offices throughout the country" by 1997 and would "continue to expand in the U.S. and internationally." Logiciel solicited business at trade shows such as the international trade show in Las Vegas where Croix first became aware of Retail-ease.
Aside from Minnesota, Logiciel has done business with customers in 25 states. There is no evidence Logiciel intended to limit its market to any specific region of the country. In the approximately two-year period after Croix contracted to purchase the software from Logiciel, Logiciel frequently communicated with Croix by telephone and e-mail, transmitted software to Croix electronically and by post, and provided remote diagnostic testing and technical support to Croix's computer system in Minnesota. The quantity of contacts here supports the exercise of personal jurisdiction by Minnesota courts.
Because Croix argues jurisdiction is based upon minimal contacts, the nature and quality of those contacts are dispositive. See Marquette Nat'l Bank v. Norris, 270 N.W.2d 290, 295 (Minn. 1978). The critical question is "whether the nonresidents purposefully availed themselves of the benefits and protections of Minnesota law," or whether "the defendant was brought into contact incidentally through the unilateral activity of the plaintiff." Dent-Air, Inc. v. Beech Mountain Air Serv., Inc., 332 N.W.2d 904, 907 (Minn. 1983) (citation and quotation omitted). The contacts must be such that the nonresident defendant has "fair warning" of being sued in Minnesota. Real Properties, Inc. v. Mission Ins. Co., 427 N.W.2d 665, 668 (Minn. 1988) (citing Burger King, 471 U.S. at 472, 105 S. Ct. at 2182).
In evaluating the nature and quality of contacts with the forum state, we must determine which ...
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