Datalink Corp. v. Perkins Eastman Architects, P.C.
| Decision Date | 16 July 2014 |
| Docket Number | Case No. 13–cv–02978 SRN/JJG. |
| Citation | 33 F.Supp.3d 1068 |
| Parties | DATALINK CORPORATION, Plaintiff, v. PERKINS EASTMAN ARCHITECTS, P.C., Defendant. |
| Court | U.S. District Court — District of Minnesota |
Michael F. Cockson and Amanda Rome, Faegre Baker Daniels L.L.P., Minneapolis, MN, for Plaintiff.
Douglas J. McIntyre and Kyle A. Eidsness, Foley & Mansfield, P.L.L.P., Minneapolis, MN, for Defendant.
Plaintiff Datalink Corp. (“Datalink”), a Minnesota-based data center solutions provider, brought this suit against Perkins Eastman Architects, P.C. (“Perkins Eastman”), a New York company, alleging breach of contract and unjust enrichment.1 Perkins Eastman now moves to dismiss the Complaint for lack of personal jurisdiction and insufficient service of process. Alternatively, Perkins Eastman requests that the Court transfer this case to the United States District Court for the Southern District of New York, pursuant to 28 U.S.C. § 1404(a). For the reasons set forth below, Defendant's Motion [Doc. No. 4] is denied.
Perkins Eastman is an international planning, design, and consulting firm with multiple offices in the United States and around the world. Despite its global presence, it is not registered to do business in Minnesota, has no employees or assets in Minnesota, and owns no real property in Minnesota. (Adelhardt Decl. [Doc. No. 7] ¶¶ 2, 3.)
In early 2012, Alan Ho, Perkins Eastman's Senior Associate Director, Systems, and Kim Lam, Associate Principal Director, Technology, contacted a North Carolina corporation, StraTech,2 regarding issues with Perkins Eastman's data backup solution. (Aiello Decl. [Doc. No. 13] ¶ 2.) Over the course of the following few months, the parties analyzed Perkins Eastman's backup system, and StraTech ultimately recommended replacing it with Symantec NetBackup (“NBU”) and Symantec NBU appliances. (Id. )
In October 2012, StraTech was acquired by Datalink. (Id. at ¶ 3.) At that time, Datalink's New York-based account executive, John Aiello, presented an overview of the company to Ho and Kim, and explained that Datalink was headquartered in Minnesota, where its operations were also managed. (Id. ) Subsequent to that meeting, Perkins Eastman decided to follow Datalink's recommendation to replace their legacy data backup system with Symantec NBU and NBU appliances. On December 27, 2012, Lam sent a signed Purchase Order to that effect to Aiello via e-mail, who then forwarded it to Datalink headquarters in Minnesota for processing. (Id. at ¶¶ 5, 6.)
Upon receipt of the Purchase Order, Datalink's order processing team assigned a Minnesota-based project coordinator and obtained the various hardware, software, and personnel resources needed to complete the project. (Id. at ¶ 7.) Simultaneously, the accounts receivable department, also located in Minnesota, ran a “series of inquiries” to determine Perkins Eastman's creditworthiness. (Id. at ¶ 8.) Once Perkins Eastman was approved, Datalink employees ordered the necessary equipment and began pre-configuring it based on specifications provided by Perkins Eastman. (Id. at ¶¶ 8, 10, 11.)
At the request of Ho and Lam, all of the NBU appliances were shipped to Datalink's Minnesota warehouse for storage, where they remained for approximately three months. (Id. at ¶¶ 8, 9.) According to Aiello, Datalink's storage was necessary for two reasons: one, because Perkins Eastman's data center locations were not yet ready to receive the NBU appliances, and two, because Perkins Eastman needed Datalink to preconfigure the devices to simplify installation upon delivery.3 (Id. at ¶ 9.) After the NBU appliances were configured, Datalink warehouse employees re-packaged and shipped the hardware from Minnesota to Perkins Eastman's data center locations across the United States. (Id. at ¶ 11.)
On March 27, 2013, however, following delivery of the NBU appliances, Lam contacted Aiello to express her concerns about whether Perkins Eastman could move forward with the NBU implementation. (Compl.¶ 11.) Lam explained that Perkins Eastman had been in merger talks with “another sizeable” architecture firm since January 2013, and that there was concern that an investment in NBU would result in an incompatible back-up and recovery system for the combined firm. (Id. ) Perkins Eastman subsequently failed to pay any of the nine invoices sent by Datalink for work performed under the NBU Purchase Order. (Id. at ¶ 13; Aiello Decl. ¶ 20.) After Datalink's attempts to collect the past-due amount met without success, this action was commenced in Minnesota state court in September 2013. Perkins Eastman removed the action to this Court on diversity grounds, and now moves to dismiss Plaintiff's Complaint.
“To defeat a motion to dismiss for lack of personal jurisdiction, the nonmoving party need only make a prima facie showing of jurisdiction.” Dakota Indus., Inc. v. Dakota Sportswear, Inc., 946 F.2d 1384, 1387 (8th Cir.1991). The plaintiff may meet this burden by pleading facts sufficient to “support a reasonable inference that the defendant[ ] can be subjected to jurisdiction within the [forum] state.” Dever v. Hentzen Coatings, Inc., 380 F.3d 1070, 1072 (8th Cir.2004). This inference is subject to testing not solely on the pleadings alone, however, but “by the affidavits and exhibits presented with the motions and in opposition thereto.” Dairy Farmers of America, Inc. v. Bassett & Walker Int'l, Inc., 702 F.3d 472, 475 (8th Cir.2012) (citation omitted). Where (as here) the Court has not conducted an evidentiary hearing, it must view the facts in the light most favorable to the nonmoving party, and resolve all factual conflicts in favor of that party. Pangaea, Inc. v. Flying Burrito LLC, 647 F.3d 741, 745 (8th Cir.2011) (citing Dakota Indus., Inc., 946 F.2d at 1387 ).
Personal jurisdiction is only appropriate, however, if state and constitutional requirements have been met. Wessels, Arnold & Henderson v. Nat'l Med. Waste, Inc., 65 F.3d 1427, 1431 (8th Cir.1995) (citing Wines v. Lake Havasu Boat Mfg., 846 F.2d 40, 42 (8th Cir.1988) ). First, the facts presented must satisfy the state's long-arm statute.4 Burlington Indus., Inc. v. Maples Indus., Inc., 97 F.3d 1100, 1102 (8th Cir.1996). Second, personal jurisdiction must comply with the Due Process Clause of the Fourteenth Amendment. Id. Because the Minnesota Supreme Court has interpreted the Minnesota long-arm statute to be co-extensive with the limits of due process, this Court need only address the second of these requirements. See Soo Line R.R. Co. v. Hawker Siddeley Canada, Inc., 950 F.2d 526, 528 (8th Cir.1991) (citing Rostad v. On–Deck, Inc., 372 N.W.2d 717, 719 (Minn.1985) ).
The bounds of due process permit a court to exercise personal jurisdiction over a non-resident defendant when that defendant has “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, 66 S.Ct. 154, 90 L.Ed. 95 (1945) (quoting Milliken v. Meyer, 311 U.S. 457, 463, 61 S.Ct. 339, 85 L.Ed. 278 (1940) ). Such contacts exist when “the defendant's conduct and connection with the forum State are such that he should reasonably anticipate being haled into court there.” World–Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 297, 100 S.Ct. 559, 62 L.Ed.2d 490 (1980). “In assessing the defendant's ‘reasonable anticipation,’ there must be ‘some act by which the defendant purposefully avails itself of the privilege of conducting activities within the forum State, thus invoking the benefits and protections of its laws.’ ” Soo Line R.R. Co., 950 F.2d at 528–29 (quoting Burger King Corp. v. Rudzewicz, 471 U.S. 462, 475, 105 S.Ct. 2174, 85 L.Ed.2d 528 (1985) ). The unilateral activity of the plaintiff in claiming some relationship with the defendant is not sufficient to satisfy this requirement. Hanson v. Denckla, 357 U.S. 235, 253, 78 S.Ct. 1228, 2 L.Ed.2d 1283 (1958).
From these core principles, the Eighth Circuit has distilled a five-factor test to be used in analyzing the propriety of a court's exercise of personal jurisdiction over a non-resident defendant. This test considers: (1) the nature and quality of the contacts with the forum state; (2) the quantity of the contacts with the forum state; (3) the relation of the cause of action to the contacts; (4) the interest of the forum state in providing a forum for its residents; and (5) the convenience of the parties. See Wells Dairy, Inc. v. Food Movers Int'l, Inc., 607 F.3d 515, 518 (8th Cir.2010) (citing Bell Paper Box, Inc. v. U.S. Kids, Inc., 22 F.3d 816, 819 (8th Cir.1994) ). The Minnesota Supreme Court has adopted the same five-factor test. See, e.g., Nat'l City Bank of Minneapolis v. Ceresota Mill Ltd. P'ship, 488 N.W.2d 248, 252–53 (Minn.1992). The third factor, the relation of the cause of action to the contacts, serves to distinguish the appropriate theory of jurisdiction: general or specific. “[G]eneral jurisdiction refers to the power of a state to adjudicate any cause of action involving a particular defendant regardless of where the cause of action arose, while specific jurisdiction requires that the cause of action arise from or relate to a defendant's actions within the forum state.” Wells Dairy, Inc., 607 F.3d at 518 (internal quotation and citation omitted). Finally, within the confines of the five-factor test, the first three factors are accorded greater weight than the latter two. See Soo Line R.R. Co., 950 F.2d at 529 ; Nat'l City Bank of Minneapolis, 488 N.W.2d at 253.
As an initial matter, the Court notes that general jurisdiction over Perkins Eastman is clearly lacking. “A court may assert general jurisdiction over foreign (sister-state or foreign country) corporations to...
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