Spanier v. Am. Pop Corn Co.

• Decision Date: 14 April 2016
• Docket Number: No. C15-4071-MWB,C15-4071-MWB
• Parties: LINDA SPANIER and OWEN SPANIER, Plaintiffs, v. AMERICAN POP CORN COMPANY, CONAGRA FOODS, INC., GENERAL MILLS, INC., GIVAUDAN FLAVORS CORPORATION, SENSIENT FLAVORS L.L.C., SYMRISE INC., CHR. HANSEN, INC., FIRMENICH INC., and JOHN DOES 1-20. Defendants.
• Court: U.S. District Court — Northern District of Iowa

LINDA SPANIER and OWEN SPANIER, Plaintiffs, v. AMERICAN POP CORN COMPANY, CONAGRA FOODS, INC., GENERAL MILLS, INC.,GIVAUDAN FLAVORS CORPORATION, SENSIENT FLAVORS L.L.C.,SYMRISE INC., CHR. HANSEN, INC., FIRMENICH INC., and JOHN DOES 1-20. Defendants.

No. C15-4071-MWB

UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF IOWA WESTERN DIVISION

April 14, 2016

MEMORANDUM OPINION AND ORDER REGARDING DEFENDANTS' MOTIONS TO DISMISS

TABLE OF CONTENTS

I. INTRODUCTION AND BACKGROUND ............................................................. 2

A. Procedural Background ............................................................................... 2

B. Factual Background ..................................................................................... 3

II. LEGAL ANALYSIS ................................................................................................. 4

A. Personal Jurisdiction .................................................................................... 4

1. Rule 12(b)(2) standards ..................................................................... 4

2. Personal jurisdiction based on consent or waiver ........................... 8

3. Rule 12(b)(2) analysis ..................................................................... 10

a. General personal jurisdiction .............................................. 11

b. Specific personal jurisdiction .............................................. 15

i. The nature, quality, and quantity of the contacts ...................................................................... 16

ii. The "secondary factors": Iowa's interest in pAroviding a forum and convenience of the parties ......................................... 18

iii. Conclusion ................................................................. 19

B. Venue .......................................................................................................... 20

1. Rule 12(b)(3) standards ................................................................... 20 2. Venue analysis ................................................................................. 22

a. General venue statute ........................................................... 22

b. Venue in this case ................................................................. 23

C. Indispensible Parties .................................................................................. 25

1. Standards for 12(b)(7) motion ........................................................ 25

2. Rule 19 analysis ............................................................................... 28

III. CONCLUSION ...................................................................................................... 28

In this diversity action under Iowa products liability law, plaintiffs allege that Linda Spanier developed "popcorn lung" by consuming multiple bags of microwave popcorn daily for several years. Presently, the merits of the plaintiffs' claims are not before me. Rather, I must resolve, inter alia, whether the plaintiffs have made a prima facie showing that four of the named corporate defendants had sufficient minimum contacts with Iowa to satisfy the exercise of specific or general personal jurisdiction. In addition, I must determine whether venue is proper in this district and whether the plaintiffs have failed to name an indispensible party to this litigation.

I. INTRODUCTION AND BACKGROUND

A. Procedural Background

On August 31, 2015, plaintiffs Linda Spanier and Owen Spanier ("the Spaniers") filed their Complaint against defendants, all manufacturers of microwave popcorn or popcorn butter flavoring, alleging claims of strict liability, negligence, breach of implied warranties, and loss of consortium. The Spaniers' claims all stem from Linda's alleged respiratory injury resulting from her exposure to popcorn containing butter flavoringscontaining diacetyl. The Complaint alleges that this court has subject matter jurisdiction by virtue of diversity of citizenship of the parties, 28 U.S.C. § 1332.

Defendants Symrise, Inc. ("Symrise"), Firmenich Inc. ("Firmenich"), Givaudan Flavors Corporation ("Givaudan"), and CHR. Hansen, Inc. ("CHR. Hansen") (collectively, "the moving defendants") have each filed motions to dismiss for lack of personal jurisdiction and improper venue, pursuant to Federal Rules of Civil Procedure 12(b)(2) and 12(b)(3) (docket nos. 20, 24, 25, and 43). Symrise has also moved to dismiss under Federal Rule of Civil Procedure 12(b)(7) for failing to join an indispensable party. The Spaniers have filed a response to Symrise's motion and a unified response to the other moving defendants' motions. The moving defendants have, in turn, filed timely reply briefs.

B. Factual Background

Because this case is before me on a motion to dismiss, and no jurisdictional discovery has been authorized or conducted, the factual background is necessarily drawn—at least in the first instance—from the factual allegations in the Spaniers' Complaint. On a Rule 12(b)(2) motion to dismiss for lack of personal jurisdiction, however, I may also consider affidavits and exhibits presented with the motion and in opposition to it. See Dairy Farmers of Am., Inc. v. Bassett & Walker Int'l, Inc., 702 F.3d 472, 474-75 (8th Cir. 2012). Where appropriate or necessary, I have amplified the facts alleged in the Complaint with facts from such additional sources. For present purposes, the focus is on facts relevant to personal jurisdiction and venue, rather than all facts giving rise to the parties' dispute.

The Spaniers are married and residing in New York. CHR. Hansen is a Wisconsin corporation with its principal place of business outside of New York. Symrise is a New Jersey corporation with its principal place of business outside of New York. Firmenich is a Delaware corporation with its principal place of business outside of New York. Givaudan is a Delaware corporation with its principal place of business outside of New York.

Linda purchased, prepared, and consumed microwave popcorn manufactured by defendants American Pop Corn Company ("American Pop Corn"), ConAgra Foods, Inc. ("ConAgra") and General Mills, Inc. ("General Mills"). CHR. Hansen supplied butter flavoring to ConAgra for use in its Hamburg, Iowa, plant. CHR. Hansen's butter flavoring was added to ConAgra's Act II brands of microwave popcorn. CHR. Hansen has a registered agent in Iowa for the purpose of service of process, but CHR. Hansen does not have a place of business or any physical presence in Iowa.¹ Givaudan supplied butter flavoring to American Pop Corn's plant in Sioux City, Iowa, where its butter flavoring was added to American Pop Corn's Jolly Time popcorn brand. Symrise supplied butter flavoring to General Mills's plant in Iowa City, Iowa, where its butter flavoring was added to General Mills's Pop Secret popcorn brand.

II. LEGAL ANALYSIS

A. Personal Jurisdiction

1. Rule 12(b)(2) standards

The moving defendants each seek dismissal of the Complaint on the ground that this court lacks personal jurisdiction over them. The Spaniers dispute that contention. Rule 12(b)(2) of the Federal Rules of Civil Procedure authorizes a pre-answer motion to dismiss for "lack of personal jurisdiction." FED. R. CIV. P. 12(B)(6). As the Eighth Circuit Court of Appeals has explained,

"To allege personal jurisdiction, 'a plaintiff must state sufficient facts in the complaint to support a reasonable inference that the defendant[ ] can be subjected to jurisdiction within the state.'" Wells Dairy, Inc. v. Food Movers Int'l, Inc., 607 F.3d 515, 518 (8th Cir. 2010) (quoting Dever v. HentzenCoatings, Inc., 380 F.3d 1070, 1072 (8th Cir. 2004)), cert. denied, — U.S. —, 131 S. Ct. 472, 178 L.Ed.2d 289 (2010). "If the defendant controverts or denies jurisdiction, the plaintiff bears the burden of proving facts supporting personal jurisdiction." Id. Its "showing must be tested, not by the pleadings alone, but by the affidavits and exhibits presented with the motions and in opposition thereto." Id. (internal quotation marks omitted).

Dairy Farmers of Am., Inc., 702 F.3d at 474-75. Although I may consider affidavits and other matters outside of the pleadings on a Rule 12(b)(2) motion, the pleader's burden, in the absence of an evidentiary hearing, is only to make a "minimal" prima facie showing of personal jurisdiction, and I "must view the evidence in the light most favorable to the [pleader] and resolve all factual conflicts in its favor in deciding whether the [pleader] has made the requisite showing." K-V Pharm. Co. v. Uriach & CIA, S.A., 648 F.3d 588, 581-82 (8th Cir. 2011). The Eighth Circuit Court of Appeals reviews de novo a district court's order granting a dismissal pursuant to Rule 12(b)(2). Johnson v. Arden, 614 F.3d 785, 793 (8th Cir. 2010).

The exercise of personal jurisdiction is only permissible to the extent that it is "permitted by the forum state's long-arm statute and by the Due Process Clause of the Constitution." Dakota Indus., Inc. v. Ever Best Ltd., 28 F.3d 910, 915 (8th Cir. 1994) (citing Morris v. Barkbuster, Inc., 923 F.2d 1277, 1280 (8th Cir. 1991)). As Iowa's Supreme Court explained, when interpreting Iowa's long-arm statute, codified in Iowa Rule of Civil Procedure 1.306,² the statute "expands Iowa's jurisdictional reach to thewidest due process parameters allowed by the United States Constitution." Hammond v. Florida Asset Financing Corp., 695 N.W.2d 1, 5 (Iowa 2005) (citing Hodges v. Hodges, 572 N.W.2d 549, 552 (Iowa 1997)). Therefore, I must determine whether personal jurisdiction over each of the moving defendants comport with constitutional due process restrictions. See Wells Dairy, Inc., 607 F.3d at 518; see also Bell Paper Box, Inc. v. U.S. Kids, Inc., 22 F.3d 816, 819 (8th Cir. 1994) (noting that when a long-arm statute is broadly construed, "the inquiry collapses into the single question of whether exercise of personal jurisdiction comports with due process.").

"Due process requires that a defendant have...