Premium Retail Servs. v. Manhattan Capital, LLC

• Decision Date: 27 October 2021
• Docket Number: 4:21-CV-227 RLW
• Parties: PREMIUM RETAIL SERVICES, INC., Plaintiff, v. MANHATTAN CAPITAL, LLC, et al., Defendants.
• Court: U.S. District Court — Eastern District of Missouri

PREMIUM RETAIL SERVICES, INC., Plaintiff,
v.
MANHATTAN CAPITAL, LLC, et al., Defendants.

No. 4:21-CV-227 RLW

United States District Court, E.D. Missouri, Eastern Division

October 27, 2021

MEMORANDUM AND ORDER

RONNIE L. WHITE, UNITED STATES DISTRICT JUDGE.

This matter is before the Court on Defendants' Motion to Dismiss for Lack of Personal Jurisdiction and Improper Venue (ECF No. 13). This matter is fully briefed and ready for disposition. For the reasons stated herein, the Court will deny the Motion to Dismiss for Lack of Personal Jurisdiction and Improper Venue.

LEGAL STANDARD

To survive a motion to dismiss for lack of personal jurisdiction, a plaintiff must make a prima facie showing of personal jurisdiction by pleading facts sufficient to support a “reasonable inference that the defendant[ ] can be subjected to jurisdiction within the state.” K-V Pharm. Co. v. J. Uriach & CIA, S.A, 648 F.3d 588, 59-92 (8th Cir. 2011); see also, Viasystems, Inc. v. EBM- Papst St. Georgen GmbH & Co., KG, 646 F.3d 589, 592 (8th Cir. 2011); Miller v. Nippon Carbon Co., Ltd., 528 F.3d 1087, 1090 (8th Cir. 2008); Dever v. Hentzen Coatings, 380 F.3d 1070, 1072 (8th Cir. 2004); Epps v. Siewart Info. Servs. Corp., 327 F.3d 642, 647 (8th Cir. 2003). A plaintiff's prima facie showing “must be tested, not by the pleadings alone, but by affidavits and exhibits supporting or opposing the motion.” K-V Pharm., 648 F.3d at 592 (quoting Dever, 380 F.3d at 1072-73). The Court views the evidence in a light most favorable to the plaintiff and resolves

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factual conflicts in the plaintiff's favor; however, plaintiff carries the burden of proof and that burden does not shift to defendants. Epps, 327 F.3d at 647; Wallach v. Whetstone Partners, LLC, No. 4:16 CV 450 CDP, 2016 WL 3997080, at *1 (E.D. Mo. July 26, 2016); Fastpath, Inc. v. Arbela Techs. Corp., 760 F.3d 816, 820 (8th Cir. 2014). “When personal jurisdiction is contested, ‘it is the plaintiff who must shoulder the burden of establishing that defendant's contacts with the forum state were sufficient.'” Bryant v. Smith Interior Design Grp., Inc., 310 S.W.3d 227, 231 (Mo. 2010) (quoting Angoff v. Marion A. Allen, Inc., 39 S.W.3d 483, 486 (Mo. banc 2001)).

BACKGROUND

In April 2018, Defendants Manhattan Capital, LLC (“Manhattan Capital”) and Jerry Katzoff (“Katzoff”) (collectively, “Defendants”) contacted Premium Retail Services, Inc. (“Premium”), a Missouri corporation, regarding providing merchandising and support services for developing coffee kiosks in certain Walmart stores. These negotiations involved sending several proposals to and from Premium's offices in Missouri. The parties' agreement contemplated an initial 15-store pilot program limited to Tennessee and Colorado, but anticipated a 200-store nationwide launch. The April 2018 agreement (hereinafter “First Agreement”) provided: (1) Premium would provide full employee labor for each store; (2) Premium would provide 1 fulltime manager in the field for every 7 stores during the pilot program and every 20 stores after the nationwide program launched; (3) Premium would manage all aspects of the labor and reporting; (4) Premium would ensure all kiosk associates were certified in food-handling; and (5) Premium would recruit, hire, and train all associates and ensure the kiosk was staffed. Premium contends that services, such as the managing and reporting obligations, were performed in Missouri or in coordination with Premium's employees in Missouri. The pilot program was schedule to begin on

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July 1, 2018, and conclude on December 31, 2018. On April 26, 2018, Katzoff signed the First Agreement on behalf of Manhattan Capital and sent it to Premium. (ECF No. 21-1, Ex. 1)

Premium performed under the First Agreement, but was not paid. Michael Shehadeh, Executive Vice President of Premium, sent letters, dated January 15, 2019, and January 30, 2019, as part of a good faith discussions to improve the success of the program. (ECF No. 21-1, Ex. 2 and 3). Effective January 30, 2019, Premium discontinued services for Manhattan Capital, with Premium still owed $132, 442.68 under the First Agreement. (ECF No. 21-1, Ex. 3).

In March 2019, Katzoff sent a text message to Brian Travers, CEO of Premium, which was received in Missouri. Katzoff proposed to pay Manhattan Capital's obligation to Premium, $132, 442.68, over the course of twelve (12) months. On March 11, 2019, Travers sent Katzoff an e-mail, on behalf of Premium and from Missouri, rejecting the 12-month payment plan and proposing a counteroffer of a 4-month payment plan. (ECF No. 21-1, ¶ 21, Ex. 4). On March 17, 2019, Katzoff sent Travers an e-mail:

So

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