A. F. Briggs Co. v. Starrett Corp.

• Decision Date: 04 December 1974
• Citation: 329 A.2d 177
• Parties: A. F. BRIGGS CO. v. STARRETT CORPORATION.
• Court: Maine Supreme Court

Page 177

329 A.2d 177

A. F. BRIGGS CO. v. STARRETT CORPORATION.

Supreme Judicial Court of Maine.

Dec. 4, 1974.

Preti & Flaherty by Thomas A. Cox, Robert E. Burns, Portland, for plaintiff.

Jensen, Baird, Gardner, Donovan & Henry by W. Scott Carlisle III, Portland, for defendant.

Before DUFRESNE, C. J., and WEATHERBEE, POMEROY, WERNICK, ARCHIBALD and DELAHANTY, JJ.

DELAHANTY, Justice.

Plaintiff below, A. F. Briggs Co. (Briggs), a Maine corporation, brought an action for breach of warranty against defendant Starrett Corporation (Starrett), a Florida corporation. The Superior Court (Cumberland County) dismissed plaintiff's complaint on the grounds that the defendant lacked 'minimal contacts' with the State of Maine and that the exercise of jurisdiction over defendant would offend due process of law. Plaintiff's appeal presents the threshold issues of jurisdiction and the application of Maine's 'long arm' statute. We hold that the jurisdiction of the State of Maine properly reaches and includes the defendant; therefore we sustain plaintiff's appeal.

We have no occasion to address our-selves to the merits of plaintiff's complaint. Our sole concern is with the question of personal jurisdiction over the defendant foreign corporation. Initially, the qauestion of jurisdiction must be framed in terms of the defendant's relations with both the plaintiff and the forum State. Then these relations may be tested with regard to their appropriate classification within the ambit of Maine's long arm statute and their constitutional sufficiency.

Starrett's principal place of business is at Tampa, Florida. There is no tangible manifestation of any permanent, continuous connection between defendant and the State of Maine, nor is Starrett authorized to do business in Maine under the provisions of 13-A M.R.S.A. §§ 1201-1202. Starrett does not own any real or personal property and does not maintain any employee, office, telephone, or bank account within the boundaries of our State.

In the fall of 1970 Starrett entered into a business arrangement with Regal Ice Productions (Regal), a Michigan corporation. Starrett agreed to manufacture Regal's Block Ice Maker. For its part, Regal agreed to promote the sale of the ice maker by soliciting prospective industrial and commercial buyers. Starrett was to invoice the buyers and to receive payment; thereupon, it would remit a portion of the payment to Regal as a commission for Regal's sales efforts. Starrett assisted in the preparation of the promotional literature and is identified therein as the manufacturer of the ice maker.

The ice maker was advertised and its sale solicited through a conduit corporation, Information Services for Supermarket Equipment, Inc. (I.S.S.E.). ¹ Starrett apparently conveyed sales information to appropriate officers of I.S.S.E., who in turn prepared an Announcement and 'Sello-gram' boosting the ice maker. It appears that Regal pursued an independent course of solicitation, through instrumentalities other than I.S.S.E.

Plaintiff Briggs, a Portland, Maine, dealer in food services, supermarket equipment, and commercial air conditioning, is a member of I.S.S.E. and was among those solicited by I.S.S.E. in March, 1971. Though Briggs had also received solicitations under separate cover from Regal, Briggs, having decided to purchase a block ice maker, placed its order through I.S.S.E., largely to avail itself of the discount available to I.S.S.E. members. The Briggs purchase order for the ice maker was issued to I.S.S.E. on March 22, 1971 and forwarded to Starrett shortly thereafter.

Further relations between Briggs and Starrett unfolded as follows: Starrett answered Briggs' purchase order with a telephone call to Briggs requesting a 25% down payment. Upon receipt of the down payment, Starrett shipped the block ice maker, freight collect, to Briggs' place of business in Maine. Starrett's invoice followed for the balance due, which Briggs paid in April, 1971.

In the ensuing months, Briggs experienced difficulties in operating the block ice maker. Briggs claimed these difficulties derived from defects in the machine's circulating pump. After an exchange of correspondent, Starrett sent Briggs a new pump in July, 1971, and invoiced Briggs for payment. After further correspondence between the parties, this pump was returned to Starrett and was acknowledged by memorandum as a credit to Briggs' account.

Also in July, 1971, in the midst of these activities, Briggs issued a purchase order to I.S.S.E. for the purchase of a Starrett Ice Merchandiser. Starrett had not overtly solicited Briggs for this sale. Starrett invoiced Briggs for the price of the ice merchandiser and shipped it to a designated address in Maine. After unsuccessful attempts at collection, on May 25, 1972 Starrett wrote off the Briggs account on the ice merchandiser as a bad debt.

Altogether, the 1971-72 dealings between Briggs and Starrett involved purchase and sale of two commodities, at least 15 separate pieces of correspondence, Starrett's collaboration in several solicitations, and Starrett's shipment of the goods to Briggs in Maine. Briggs' breach of warranty action in the case before us relates only to the sale of the block ice maker; that is the cause that Briggs put in issue by its complaint filed June 23, 1972. Plaintiff seeks damages amounting to $4,039.39.

The record discloses that Starrett engaged in some business activities in Maine other than the two sales to Briggs already discussed. Between 1966 and 1971, Starrett solicited at least two other Maine firms and sole to them, on three separate occasions, a total of six ice merchandisers. These sales were negotiated by correspondence or telephone and were completed by Starrett's shipping the goods to the appropriate Maine address.

Within this factual context, we must now determine whether Maine may properly exercise personal jurisdiction over the defendant foreign corporation. Defendant contends that any exercise of jurisdiction under Maine's long arm statute would violate standards of due process under the United States Constitution. Thus we must have resort to the language of the long arm statute, and in the application of that statute we must meaningfully satisfy the requirements of due process of law.

The Maine long arm statute, 14 M.R.S.A. § 704, reads in pertinent part as follows:

1. Causes of action. Any person, whether or not a citizen or resident of this State, who in person or through an agent does any of the acts hereinafter enumerated in this section, thereby submits said person . . . to the jurisdiction of the courts of this State as to any cause of action arising from the doing of any of said acts:

A. The transaction of any business within this State;

B. The commission of a tortious act within the State resuling in physical injury to person or property; . . .

In enacting the long arm statute the Maine legislature intended to fashion a statute of maximum permissible reach to the extent permitted by the due process clause. Foye v. Consolidated Baling Machine Company, Me., 229 A.2d 196, 197 (1967). Still, even if the Maine long arm statute extends its reach to the very limits of due process, an inquiry to determine the existence of jurisdiction must start by recourse to the language of our statute. In previous interpretations of the long arm statute, we have given attention to the statute's wording, particularly with regard to § 704(1)(B). Foye, supra, 229 A.2d at 198; Sohn v. Bernstein, Me., 279 A.2d 529, 537-538 (1971). The statutory language can not be disregarded in a quest for a generalized due process. Initially, the facts at hand must be applied to the statute; then considerations of due process as enunciated by the United States Supreme Court must be satisfied. See generally Foye, supra, 229 A.2d at 198-200; Forbes v. Wells Beach Casino, Me., 219 A.2d 542, 544 (1966).

Although plaintiff contends that jurisdiction over defendant could be founded on either § 704(1)(A) or (B), the main force of plaintiff's argument is that defendant Starrett transacted business in Maine within the scope of § 704(1) (A). Since we agree with this argument and posit jurisdiction on Starrett's transaction of business in Maine, there is no need to address ourselves to any question regarding whether an action sounding in breach of warranty may qualify as a tortious act within the scope of our long arm statute. Accordingly, the construction of § 704(1)(B) is not before this Court and is not the subject of this decision.

The language of § 704(1)(A) sustains jurisdiction as to any cause of action arising from the transaction of any business in Maine. Since the passage of the long arm statute in 1959, only one case has been before this Court where it was necessary to determine jurisdiction under § 704(1)(A). In Forbes v. Wells Beach Casino, supra, we held that where an individual nonresident was one of two stockholders owning the entire stock of a Maine corporation, and where this nonresident came to Maine to sign a contract made in Maine relating to a Maine corporation, and joined as a party in litigating the validity of the contract in the courts of Maine, the nonresident defendant had transacted business in Maine within the meaning of § 704(1)(A) and was properly subject to personal jurisdiction in an action pertaining to the Maine corporation. 219 A.2d at 544. But Forbes was a case where the nonresident's contacts with Maine were substantial; it was not a case of 'minimal contacts,' and the court had no occasion, and made no attempt, to place the bounds of jurisdiction at a precise point. Id. at 544-545.

In the case before us defendant Starrett's contacts with Maine are not so substantial as to sustain jurisdiction on the common-law grounds of physical presence, consent, or 'doing business'. If jurisdiction is to be asserted, Starrett's activities must meet the requirements of our long arm statute. See 1 Field, McKusick & Wroth,...