Doka USA, Ltd. v. Gateway Project Mgmt. LLC
| Decision Date | 25 July 2011 |
| Docket Number | CIVIL NO.: WDQ-10-1896 |
| Parties | DOKA USA, LTD., Plaintiff, v. GATEWAY PROJECT MANAGEMENT, LLC, et al., Defendants. |
| Court | U.S. District Court — District of Maryland |
Doka USA, Ltd. ("Doka") sued Gateway Project Management, LLC ("Gateway") and Sterling Construction Specialists, Inc. ("Sterling") for various contract and tort claims from Doka's delivery of equipment from Maryland to Pennsylvania. For the following reasons, Gateway's motion to dismiss for improper venue and lack of personal jurisdiction, or to transfer venue to the Eastern District of Pennsylvania, will be denied.
Doka is a New Jersey corporation with its principal place of business in New Jersey. Am. Compl. ¶1. It manufactures andrents construction equipment. Hardt Aff. ¶ 4. Doka maintains a facility (the "Maryland Facility"), from which it supplies rental equipment and related materials to the mid-Atlantic region. Id. The Maryland Facility is over five acres and includes a 30,000 square foot warehouse. Id. The Maryland Facility has 31 employees, and stores equipment worth about $18 million. Id.2
Gateway is a Pennsylvania limited liability company with its principal place of business there. Chowns Aff. ¶ 2. Gateway is a contractor and/or project manager on projects of various sizes. Id.
Sterling is a Pennsylvania corporation with its principal place of business there. Am. Compl. ¶ 3.
On May 20, 2009, the Franconia Sewer Authority, as owner, entered into a contract with Gateway, as general contractor (the "Prime Contract"). Id. ¶ 8. Under the Prime Contract, Gateway was to construct a wastewater treatment plant in Franconia, Pennsylvania (the "Project"). Id. That day, Gateway, as contractor, and the Guarantee Company of North America (the "Guarantee Company"), as surety, issued a payment bond to the Franconia Sewer Authority (the "Payment Bond"). ECF No. 7, Ex. 1A. Under the Payment Bond, Gateway and the Guarantee Companywere jointly and severally obligated to the Franconia Sewer Authority to promptly pay those who supplied labor and materials to the Project. See id.
To perform some of its obligations under the Prime Contract, Gateway entered into a subcontract with Sterling. Id. ¶ 9. Sterling was to supply labor, equipment, and material for the Project. Chowns Aff. ¶ 7.
On June 23, 2009, Sterling entered into a contract with Doka (the "Sterling-Doka Contract"). Hardt Aff. ¶ 5; Am. Compl., Ex. 1.3 Jack Hardt, Doka's manager for the mid-Atlantic region, was the last to sign the contract, which he did at the Maryland Facility. Hardt Aff. ¶ 5. Under the Sterling-Doka Contract, Sterling was to rent Project equipment from Doka, and pay a monthly fee. See Am. Compl., Ex. 1; Chowns Aff. ¶ 8. Sterling was to return all equipment to Doka. Am. Compl., Ex. 1 at 7 ¶ 20.
After the Sterling-Doka Contract was executed, Sterling asked Doka for an extension of credit for the payments required under that agreement. Hardt Aff. ¶ 6. Following its credit evaluation process, Doka requested references from Sterling. Id. On June 26, 2009, Matthew Chowns, Gateway's vice president,faxed a positive reference to Doka at the Maryland Facility. Id.; Chowns Aff. ¶ 2; ECF No. 12, Ex. 3.
Despite Chowns's reference, Doka refused to extend credit to Sterling without a joint party check agreement. Hardt Aff. ¶ 7. On September 30, 2009, Doka sent Sterling, and presumably Gateway, a copy of its form joint party check agreement. See id. That day, at the Maryland Facility, Doka received a modified version of the form agreement from Chowns. Id.; ECF No. 12 at 15. Chowns had attempted to limit Gateway's liability. Hardt Aff. ¶ 7. A Doka employee informed Gateway that the modifications were unacceptable. Id. Doka e-mailed another form agreement to Gateway. Id.
On October 1, 2009, at the Maryland Facility, Doka received an unmodified version of the form agreement, signed by Sterling and Gateway. Id. ¶ 8; ECF No. 12 at 15. On October 5, 2009, at the Maryland Facility, Hardt signed the agreement (the "Joint Party Check Agreement") on behalf of Doka. Hardt Aff. ¶ 8. Under the Joint Party Check Agreement, Gateway agreed to pay Doka with joint checks issued to Sterling and Doka. See Am. Compl., Ex. 2.4
From October 8 to November 25, 2009, Doka timely delivered about 150,000 pounds of equipment from the Maryland Facility tothe Project. Hardt Aff. ¶ 9. In December 2009, Sterling left the Project, apparently because of a payment dispute with Gateway. ECF No. 7 at 4; Sweeney Aff. ¶ 6. Doka was unaware that Sterling was no longer on the Project. Id.; ECF No. 7 at 2. Gateway then entered into a subcontract with an entity identified as "Carbon Concrete" to finish Sterling's work. Chowns Aff. ¶ 11.
By early January 2010, Doka had not received payment for the equipment supplied to the Project. Sweeney Aff. ¶ 5. On January 4, 2010, Doka faxed equipment invoices from its Maryland Facility to, among others, Gateway. Id.
Gateway asserts that while working on the Project, Carbon Concrete asked Doka to deliver certain equipment. ECF No. 7 at 4; Chowns Aff. ¶ 12.5 Gateway asserts that Doka delivered the wrong equipment and informed Carbon Concrete that it could not deliver the proper equipment for at least one week. Id. ¶ 13; ECF No. 7 at 4. Then, "at the request of Carbon Concrete," Chowns hired a Pennsylvania trucking firm to pick up the equipment from the Maryland Facility. Id., Ex. IB; Chowns Aff. ¶ 13. On January 6, 2010, the firm picked up more than 11,100 pounds of equipment from the Maryland Facility. Hardt Aff. SI 9.
Doka's account of the events preceding the January 6, 2010 pick-up differs. Doka asserts that on January 5, 2010, Phil Barday called James Sweeney, Doka's account manager for the mid-Atlantic region. Sweeney Aff. ¶¶ 2, 6. Barday "represented" that he was Gateway's project manager, and ordered additional equipment for the Project. Id. ¶ 6. Sweeney "understood that Gateway was ordering the equipment under the terms of the [Sterling-Doka] Contract." Id. Barday told Sweeney that Gateway would send a truck for the equipment on January 6, 2010. Id. Doka asserts that it was never contacted by "Carbon Concrete," and its only contacts about the Sterling-Doka Contract were with persons representing Sterling or Gateway. Id. ¶ 7; ECF No. 12 at 8.
On January 7, 2010, Chowns sent a fax to Doka at the Maryland Facility, stating that Sterling had left the Project in December 2009. Am. Compl., Ex. 4 at 1. This was Doka's first notice of Sterling's departure. Hardt Aff. ¶ 11. Chowns explained that Gateway "had paid Sterling . . . all monies owed up to December 2009 for all materials, equipment, [and] labor," and asked Doka to "seek payment from Sterling . . . for any open issues." Am. Compl., Ex. 4 at 1. Instead of issuing joint checks to Doka and Sterling under the Joint Party Check Agreement, Gateway had directly paid Sterling. ECF No. 12 at 2.
On January 12, 2010, Leah Gianforte, a Maryland Facility employee, e-mailed Chowns "regarding the outstanding [payment]" for Doka's equipment. ECF No. 12, Ex. 5 at 1. That day, Chowns replied that he could provide Doka with information to file claims against Sterling, and Doka could retrieve its equipment from the Project that week. Id.
On January 13, 2010, Doka informed Gateway that it would send tractor trailers to get the equipment from the Project. Am. Compl., Ex. 5. Doka told Gateway that under the Sterling-Doka Contract, it was the renter's obligation to return the equipment, and Doka reserved its contract and Joint Party Check Agreement claims. See id.
On January 14 and 15, 2010, Chowns e-mailed Cathy Cavalcante, a Maryland Facility employee, that Doka could get its equipment on January 19, 2010. Compl., Ex. 6; ECF No. 12, Ex. 8. On January 19, 2010, Doka sent Sweeney and three tractor trailers to the Project. Sweeney Aff. ¶ 8. Upon arrival, Barday informed Sweeney that Doka's equipment was not ready for pick up. Sweeney Aff. ¶ 8.
On January 27, 2010, Carbon Concrete, LLC was formed in Pennsylvania. ECF No. 12, Ex. 4A (certificate of organization).
In late January and February 2, 2010, Barday contacted Gianforte to confirm when Doka could get its equipment. Gianforte Aff. ¶ 5; ECF No. 12, Ex. 9 at 1. On January 28, 29 and February3, 2010, Doka retrieved the equipment that was ready for pick up. Hardt Aff. ¶ 12; Amen. Compl. ¶ 22. However, Doka equipment worth $13,062.41 was unavailable for pick up, and has not been returned to Doka. Am. Compl., Ex. 7; Hardt Aff. ¶ 13. Also, returned equipment worth $14,210.79 is damaged beyond repair. See id. Doka's "voluminous" records "relating to the equipment supplied to the Project [and] the condition of the damaged equipment returned to Doka" are maintained at the Maryland Facility. ECF No. 12 at 26, 30.
On March 12, 2010, Doka demanded payment from Gateway for equipment supplied under the Sterling-Doka Contract and in reliance on the Joint Party Check Agreement. Hardt Aff. ¶ 14. The principal amount due under the agreements is $98,667.93. Am. Compl. ¶ 23. Neither Sterling nor Gateway has paid Doka. Id.; Hardt Aff. ¶ 4.
On July 13, 2010, Doka sued Sterling6 and Gateway7 for various contract and tort claims related to the equipment it supplied tothe Project.8 On October 18, 2010, Gateway moved to dismiss for improper venue and lack of personal jurisdiction, or to transfer venue. ECF No. 7.9 On November 12, 2010, Doka opposed that motion. ECF No. 12.
When jurisdiction is based on diversity, venue is proper in a district "in which a substantial part of the events or omissions giving rise to the claim occurred[.]" 28 U.S.C. § 1391(a)(2). Under Fed. R. Civ. P. 12(b)(3), a complaint may be dismissed for improper venue. In considering such a motion, courts must "review the entire sequence of events" underlying the claims. Power Paragon, Inc. v. Precision Tech....
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