Hughes Tech. Servs., LLC v. Global Consulting & Mech. Servs., LLC
| Decision Date | 15 December 2020 |
| Docket Number | No. 5:20-cv-03885,5:20-cv-03885 |
| Court | U.S. District Court — Eastern District of Pennsylvania |
| Parties | HUGHES TECHNICAL SERVICES, LLC, Plaintiff, v. GLOBAL CONSULTING AND MECHANICAL SERVICES, LLC, Defendant. |
This is a diversity action for breach of contract stemming from an alleged failure to remit payment for consulting and engineering services associated with three power plants. Plaintiff Hughes Technical Services, LLC ("HTS"), a Pennsylvania limited liability company, states that it contracted with Defendant Global Consulting and Mechanical Services, LLC ("GCMS"), a Texas limited liability company, to provide these services at power plants in Iraq, California, and Mexico. HTS states that despite providing these services to GCMS, GCMS has failed to remit payment of $498,686.73. HTS commenced this action as a consequence.
GCMS now moves to dismiss the Amended Complaint on the basis that this Court lacks personal jurisdiction over it. Upon consideration of GCMS's motion to dismiss and HTS's opposition thereto, and for the reasons set forth below, the motion is granted.
HTS is a Pennsylvania limited liability company with a principal place of business located in Lancaster, Pennsylvania. Amended Complaint ("Am. Compl."), ECF No. 9, ¶ 1. The two members of HTS are citizens of Pennsylvania and Florida. Id. ¶ 2. HTS provides power plant commissioning and maintenance services for a variety of gas and steam turbines, as well as electrical and mechanical gas systems. Id. ¶ 3. GCMS is a Texas limited liability company with a principal place of business located in Hughes Springs, Texas. Id. ¶ 4. The several members of GCMS that HTS has been able to identify are citizens of Texas. Id. ¶ 5. GCMS works with the gas turbine power plant industry and offers services ranging from construction to commissioning and startup. Id. ¶ 7.
Pursuant to a written agreement, GCMS engaged and contracted with HTS to provide commissioning, consulting, and engineering services on a project at the Al-Shuaiba power plant in Iraq.2 Am. Compl. ¶ 11. Throughout June, July, August, September, and October of 2018, HTS satisfactorily performed these services and issued GCMS a series of invoices in an amounttotaling $283,161.69.3 Id. ¶ 12. HTS avers that despite receiving no notice of any complaints or problems from GCMS or any other entity associated with the Al-Shuaiba power plant, $186,850.72 of the $283,161.69 remains unpaid. Id. ¶¶ 13-14.
GCMS also engaged HTS to provide on-site support services at the La Paloma power plant in California. Am. Compl. ¶ 15. This engagement was effectuated by way of purchase order and seemingly without an independent agreement similar to the agreement related to the Al-Shuaiba power plant.4 Id. HTS states these services were provided around July 2019, and to the satisfaction of GCMS. Id. ¶ 16. Around July 9, 2019, HTS issued to GCMS an invoice for its services totaling $21,424.00.5 Id. ¶ 17. HTS avers that despite receiving no notice of any complaints or problems from GCMS or any other entity regarding HTS's services, GCMS has made no payments on this invoice, leaving the total balance unpaid. See id. ¶¶ 18-19.
GCMS additionally engaged HTS, via purchase order, to provide on-site engineering services at the Monterrey II power plant in Mexico.6 Am. Compl. ¶ 20. These services were provided through February and March 2020, and to the satisfaction of GCMS. Id. ¶ 21. Around March 3, 2020, HTS issued to GCMS an invoice for its services totaling $290,412.01.7 Id. ¶ 22. HTS avers that, as with services at the La Paloma power plant, it has received no payment on the$290,412.01 despite having had no notice of complaints associated with its work. See id. ¶¶ 23-24.
According to HTS, the total amount owed by GCMS for the work described above is $498,686.73. Am. Compl. ¶ 25. What is more, HTS states that GCMS has acknowledged the existence of this outstanding debt. According to HTS, GCMS's marketing manager Brooke Smoak, in responding to HTS emails inquiring about the outstanding debt, acknowledged the outstanding invoices and explained that with respect to the Monterrey II project, GCMS was waiting for payment from the contractor Power Engineering Services and Solutions ("PESS"). Id. ¶¶ 26-27. Ms. Smoak also stated that GCMS was negotiating payments for outstanding amounts owed to it by former clients and hoped to have a payment plan to HTS in the near future.8 Id. ¶ 27. These email communications occurred in March 2020; HTS has received no proposed payment plan from GCMS to date. See id. ¶¶ 27-28.
Based upon the above averments, HTS's Amended Complaint asserts one claim for breach of contract, and one claim of unjust enrichment, related to the outstanding balances for work performed on the three at-issue projects. See Am. Compl. ¶¶ 29-37.
HTS commenced this action with the filing of the initial Complaint on August 10, 2020. See ECF No. 1. On September 21, 2020, observing that GCMS had failed to respond to the Complaint despite have been served, the Court issued notice that if HTS failed to take action seeking a notice of default within ten days, the Court would dismiss the action for failure to prosecute. See ECF No. 5. Thereafter counsel for GCMS noticed an appearance, and onSeptember 24, 2020, pursuant to stipulation, the Court issued an Order permitting HTS to amend its Complaint. See ECF Nos. 6-8. HTS filed its Amended Complaint on September 28, 2020, see ECF No. 9, and GCMS moved to dismiss the Amended Complaint for lack of personal jurisdiction on October 12, 2020, see ECF No. 10.
A motion to dismiss a pleading for lack of personal jurisdiction is properly raised under Federal Rule of Civil Procedure 12(b)(2). A Rule 12(b)(2) motion "is inherently a matter which requires resolution of factual issues outside the pleadings, i.e. whether in personam jurisdiction actually lies." Patterson by Patterson v. F.B.I., 893 F.2d 595, 603 (3d Cir. 1990). Where a defendant challenges the existence of personal jurisdiction, the plaintiff bears the burden of making a prima facie showing that jurisdiction exists. Aetna Inc. v. Insys Therapeutics, Inc., 324 F. Supp. 3d 541, 550 (E.D. Pa. 2018) (citing O'Connor v. Sandy Lane Hotel Co., 496 F.3d 312, 316 (3d Cir. 2007)); Action Mfg. Co. v. Simon Wrecking Co., 375 F. Supp. 2d 411, 418 (E.D. Pa. 2005). "The plaintiff meets this burden by 'establishing with reasonable particularity sufficient contacts between the defendant and the forum state to support jurisdiction.'" Hepp v. Facebook, Inc., No. CV 19-4034, 2020 WL 4437036, at *3 (E.D. Pa. Aug. 3, 2020) (quoting Provident Nat'l Bank v. California Fed. Sav. & Loan Assoc., 819 F.2d 434, 437 (3d Cir. 1987)). A plaintiff may not "rely on the bare pleadings alone in order to withstand a defendant's . . . motion to dismiss for lack of personal jurisdiction." Time Share Vacation Club v. Atl. Resorts, Ltd., 735 F.2d 61, 66 n.9 (3d Cir. 1984). "Instead, the 'plaintiff must respond with actual proofs, not mere allegations." Hepp, 2020 WL 4437036, at *3 (quoting Time Share Vacation Club, 735 F.2d at 66 n.9).
In responding to a challenge to personal jurisdiction, "plaintiff[s] [are] entitled to have [their] allegations taken as true and all factual disputes drawn in [their] favor." Miller Yacht Sales, Inc., v. Smith, 384 F.3d 93, 97 (3d Cir. 2004). Where a court reviewing a Rule 12(b)(2) motion declines to hold an evidentiary hearing, "the Court is bound only to consider Plaintiff's Complaint and supporting evidence." Laverty v. Cox Enterprises, Inc., No. CV18-1323, 2019 WL 351905, at *1 (D.N.J. Jan. 29, 2019) (citing O'Connor, 496 F.3d at 316). That is to say, where a district court declines to "hold an evidentiary hearing . . . plaintiff[s] need only establish a prima facie case of personal jurisdiction." O'Connor, 496 F.3d at 316 (quoting Miller Yacht Sales, Inc. v. Smith, 384 F.3d 93, 97 (3d Cir. 2004)).
Federal Rule of Civil Procedure 4(k) provides that personal jurisdiction in a United States District Court is established in accordance with the law of the state in which the District Court sits. See FED. R. CIV. P. 4(k)(1)(A) (); see O'Connor, 496 F.3d at 316. This Court therefore looks to the law of Pennsylvania, and Pennsylvania's long-arm statute in particular, to determine whether HTS can establish the existence of personal jurisdiction over GCMS. See id. () (citation omitted). Pennsylvania's long-arm statute provides that "the jurisdiction of the tribunals of this Commonwealth"—and of this Court as well pursuant to Federal Rule of Civil Procedure 4(k)(1)(A)—"shall extend . . . to the fullest extent allowed under the Constitution of the United States and may be based on the most minimum contact with this Commonwealth allowed underthe Constitution of the United States." 42 PA. CONS. STAT. § 5322(b); Mellon Bank (E.) PSFS, Nat. Ass'n v. Farino, 960 F.2d 1217, 1221 (3d Cir. 1992) (). "Accordingly, in determining whether personal jurisdiction exists," this Court must ask "whether, under...
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