Res. Assocs. Grant Writing & Evaluation Servs., Inc. v. Southampton Union Free Sch. Dist.

• Decision Date: 15 June 2016
• Docket Number: No. CIV 15-1132 JB/SCY,CIV 15-1132 JB/SCY
• Parties: RESOURCE ASSOCIATES GRANT WRITING & EVALUATION SERVICES, INC., a New Mexico Corporation, Plaintiff, v. SOUTHAMPTON UNION FREE SCHOOL DISTRICT, a New York School District, Defendant.
• Court: U.S. District Court — District of New Mexico

193 F.Supp.3d 1200

RESOURCE ASSOCIATES GRANT WRITING & EVALUATION SERVICES, INC., a New Mexico Corporation, Plaintiff,

v.SOUTHAMPTON UNION FREE SCHOOL DISTRICT, a New York School District, Defendant.

No. CIV 15-1132 JB/SCY

United States District Court, D. New Mexico.

Filed June 15, 2016

Val R. Jolley, Val R. Jolley PC Law Firm, Farmington, New Mexico, Robert J. Muehlenweg, Elizabeth Heaphy, Rammelkamp Muehlenweg & Cordova P.A., Albuquerque, New Mexico, Attorneys for the Plaintiff

Rodney L. Gabaldon, Walsh Gallegos Trevino Russo & Kyle, P.C., Albuquerque, New Mexico, Attorneys for the Defendant

MEMORANDUM OPINION AND ORDER

JAMES O. BROWNING, UNITED STATES DISTRICT JUDGE

THIS MATTER comes before the Court on Defendant Southampton Union Free School District, a New York School District's Motion to Dismiss for Lack of Personal Jurisdiction or to Transfer Venue, filed December 17, 2015 (Doc. 5) ("MTD"). The Court held a hearing on March 8, 2016. The primary issues are: (i) whether the Court has personal jurisdiction over Defendant Southampton Union Free School District, a New York School District; and (ii) whether, if the Court concludes that it has personal jurisdiction over Southampton Union, it should order transfer of venue to the United States District Court for the Eastern District of New York. The Court will grant the MTD and will transfer this action to the Eastern District of New York pursuant to 28 U.S.C. § 1631. First, the Court concludes that it lacks personal jurisdiction over Southampton Union. The Court does not have general personal jurisdiction over Southampton Union, because Plaintiff Resource Associates Grant Writing & Evaluation Services, Inc. has not established that Southampton Union's contacts with New Mexico are so continuous and systematic that it is essentially at home in New Mexico. The Court also does not have specific personal jurisdiction over Southampton Union, because it does not have sufficient minimum contacts with New Mexico to comport with the requirements of the Due Process Clause of the Fourteenth Amendment to the Constitution of the United States of America. Second, the Court will transfer this action to the Eastern District of New York pursuant to 28 U.S.C. § 1631.

FACTUAL BACKGROUND

The plaintiff need make only a prima facie showing of personal jurisdiction to defeat a motion to dismiss under rule 12(b)(2) of the Federal Rules of Civil Procedure. See OMI Holdings, Inc. v. Royal Ins. Co. of Can., 149 F.3d 1086, 1090 (10th Cir.1998). "A plaintiff may make this prima facie showing by demonstrating, by affidavit or other written materials, facts, that, if true, would support the exercise of personal jurisdiction over defendant." Rainy Day Books, Inc. v. Rainy Day Books & Café, LLC, 186 F.Supp.2d 1158, 1160 (D.Kan.2002) (Waxse, J.). In considering whether plaintiff has made a prima facie showing of personal jurisdiction over the defendant, the Court must take the complaint's allegations as true to the extent the defendant's affidavits do not controvert them. See Tompkins v. Executive Comm. of S. Baptist Convention, No. CIV 13–0840 JB/CG, 2015 WL 1569034, at *4 (D.N.M. Mar. 31, 2015) (Browning, J.). Moreover, "[w]hen conflicting affidavits are presented, factual disputes are resolved in plaintiff's favor...." Behagen v. Amateur Basketball Ass'n of U.S.A., 744 F.2d 731, 733 (10th Cir.1984). To decide the MTD, the Court takes its facts from: (i) the Complaint for Damages, filed December 14, 2015 (Doc. 1-2)("Complaint"); (ii) the Declaration of Debbie Oftedal (dated January 14, 2016), filed January 14, 2016 (Doc. 11-1)("Oftedal Decl."); (iii) the Email from Karenann Volinski to Debbie Oftedal (dated October 9, 2013), filed January 14, 2016 (Doc. 11-1 at 3)("Oct. 9th Email from Volinski to Oftedal"); (iv) the Email from Debbie Oftedal to Karenann Volinski (dated October 8, 2013), filed January 14, 2016 (Doc. 11-1 at 4)("Oct. 8th Email from Oftedal to Volinski"); (v) the Declaration of John Nawrocki, filed January 14, 2016 (dated January 14, 2016)(Doc. 11-2)("Nawrocki Decl."); (vi) the Email from John Nawrocki to Debbie Oftedal (dated October 4, 2013), filed January 14, 2016 (Doc. 11-2 at 3)("Oct. 4th Email from Nawrocki to Oftedal"); (vii) the Email Chain Between Deb Montgomery, Scott Farina, Amanda Gutierrez, and John Nawrocki (dated September 26, 2013), filed February 4, 2016 (Doc. 18-1)("Feb. 4th Email Chain"); and (viii) the Resource Associates Website, filed February 4, 2016 (Doc. 18-2)("Resource Associates Website").

This case is about a reciprocal agreement (the "Reciprocal Agreement") into which Resource Associates and Southampton Union entered. See Complaint ¶ 3, at 1. Resource Associates is a New Mexico corporation doing business in the State of New Mexico, with an office in Farmington, New Mexico in San Juan County, which is the principal location of Resource Associates' day-to-day operations. See Complaint ¶ 1, at 1; Oftedal Decl. ¶ 2, at 1. "Resource Associates' business focuses on assisting nonprofit organizations, schools, businesses, government agencies and other entities with identifying and obtaining grants." Oftedal Decl. ¶ 3, at 1. Southampton Union is a New York school district. See Complaint ¶ 2, at 1.

On approximately September 26, 2013, Deb Montgomery of Resource Associates sent an email advertisement to Scott Farina at Southampton Union. See Feb. 4th Email Chain at 1-5. This email advertisement "listed Resource Associates' New Mexico telephone number (with a 505 area code) and contained a link to Resource Associates' website, which featured information about the company's New Mexico headquarters." Nawrocki Decl. ¶ 4, at 1. See Oct. 4th Email from Nawrocki to Oftedal at 2-3. See Resource Associates Website at 1-16. In or around September, 2013, Karenann Volinski, Southampton Union's Coordinator of Data and Assessment, contacted Nawrocki in New Mexico to inquire about engaging Resource Associates' services in connection with the New York State Extended Learning Time grant ("Extended Day Grant"). Nawrocki Decl. ¶ 3, at 1. Volinski indicated that Southampton Union had learned about Resource Associates through an email advertisement. See Nawrocki Decl. ¶ 3, at 1. After Volinski's initial email, Nawrocki and Volinski engaged in a series of telephone calls and emails about Resource Associates' services and Southampton Union's interest in retaining Resource Associates in connection with applying for the Extended Day Grant. See Nawrocki Decl. ¶ 5, at 2. During these conversations, Nawrocki discussed with Volinski that Resource Associates is located in New Mexico. See Nawrocki Decl. ¶ 6, at 2. The communications between Nawrocki and Volinski resulted in Southampton Union deciding to engage Resource Associates to provide services relating to the Extended Day Grant. See Nawrocki Decl. ¶ 7, at 2. On October 4, 2013, Volinski emailed Nawrocki in New Mexico to inform him that Southampton Union wished to proceed with the contract with Resource Associates. See Nawrocki Decl. ¶ 7, at 2; Oct. 4th Email from Nawrocki to Oftedal at 1.

On approximately October 4, 2013, Nawrocki informed his colleague Debbie Oftedal that Southampton Union wished to enter into a contract with Resource Associates, under which Resource Associates would provide grant-writing services in connection with the Extended Day Grant. See Oftedal Decl. ¶ 4, at 1; Oct. 4th Email from Nawrocki to Oftedal at 1. On approximately October 8, 2013, Oftedal forwarded a proposed contract, entitled a Reciprocal Agreement, to Southampton Union. See Oftedal Decl. ¶ 5, at 1; Oct. 8th Email from Oftedal to Volinski at 4. Southampton Union returned an executed copy of the proposed contract to Oftedal on October 9, 2013, using Oftedal's Resource Associates email address. See Oftedal Decl. ¶ 5, at 1; Oct. 9th Email from Volinski to Oftedal at 3. In other words, on October 8, 2013, Resource Associates and Southampton Union entered into the Reciprocal Agreement, under which Resource Associates would assist Southampton Union in the development of the Extended Day Grant proposal, which was due October 25, 2013. See Complaint ¶ 3, at 1. At the time Resource Associates and Southampton Union entered into the Reciprocal Agreement, Resource Associates' office was located in Farmington. See Complaint ¶ 9, at 3; Oftedal Decl. ¶ 2, at 1. The Reciprocal Agreement contains a section entitled "Other Terms, Jurisdiction and Attorney Fees," which states:

Client and Vendor acknowledge that the Provider has no control over the budget of the funder, and that on very rare occasion the funder's budget can be cut or withdrawn, so that a grant may not be funded. In this rare case, the Client and Vendor understand that the Client acknowledges that they are not entitled to a refund of fees or additional free services, if applicable. Client acknowledges that Client has fully read and completely understands this multi-page agreement. Client and Vendor acknowledge that the Provider must receive a signed and dated agreement in addition to compensation from the Vendor for its grant writing services prior to services being rendered. All rights in data and intellectual property of all materials related to the grant proposal shall remain with the Provider. If any provision of the agreement or the application thereof to any person or circumstance is held invalid such invalidity shall not affect any other provision which can be given effect without this invalid provision or application and to the end the provisions hereof shall be servable. If Resource Associates, the Provider, or its selected evaluator or post awards services company is damaged by a violation of this Agreement, it may file a complaint and seek redress for injunctive relief, restitution, and damages. Attorney's fees and litigation costs shall be awarded to Resource Associates or its selected evaluator and/or post award services company in this action if it is the prevailing party. Client and Vendor hereby

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