Tiffin Motorhomes, Inc. v. Thompson I.G., LLC (Ex parte Edgetech I.G., Inc.)

• Decision Date: 25 July 2014
• Docket Number: 1121291.
• Parties: Ex parte EDGETECH I.G., INC., n/k/a Quanex I.G. Systems, Inc. (In re Tiffin Motorhomes, Inc. v. Thompson I.G., LLC, et al.).
• Court: Alabama Supreme Court

159 So.3d 629

Ex parte EDGETECH I.G., INC., n/k/a Quanex I.G. Systems, Inc.(In re Tiffin Motorhomes, Inc.

v.Thompson I.G., LLC, et al.).

1121291.

Supreme Court of Alabama.

July 25, 2014.

Lana A. Olson, Terrance W. McCarthy, and Brian P. Kappel of Lightfoot, Franklin & White, L.L.C., Birmingham, for petitioner.

David J. Hodge and Joseph D. Aiello of Morris, King & Hodge, Huntsville; Jeffrey L. Bowling of Bedford, Rogers & Bowling, PC, Russellville; and Grant A. Wright of Ashe, Heflin & Wright, PC, Tuscumbia, for respondent.

Opinion

WISE, Justice.

Tiffin Motorhomes, Inc. (“Tiffin”),¹ sued Edgetech I.G., Inc., n/k/a Quanex I.G. Systems, Inc. (“Edgetech”); Quanex Building Products Corporation (“Quanex Building Products”); Thompson I.G., LLC, and RDM Consulting, LLC (hereinafter collectively referred to as “Thompson”);² and Wynne Enterprises, Inc., in the Franklin Circuit Court. Edgetech filed a motion to dismiss the claims against it for lack of personal jurisdiction; the trial court denied the motion. Edgetech then filed this petition for a writ of mandamus requesting that this Court direct the trial court to vacate its order denying the motion to dismiss and to enter an order granting the motion and dismissing the case against it. We grant the petition and issue the writ.

Factual Background and Procedural History

Edgetech manufactures a foam spacer product, “Super Spacer,” which is “sold in bulk and used by third-parties in the manufacture of insulated glass window units.” Thompson, a Michigan company, manufactures insulated-glass units for use in residential-home construction, in motor homes, and in recreational vehicles. Between 2005 and 2010, Thompson purchased Super Spacer “E-class” or ethylene propylene diene monomer (“EPDM”) product from Edgetech and started using the Super Spacer product in its insulated-glass units. Thompson then sold insulated-glass units that contained the Super Spacer product to Wynne Enterprises, an Alabama company that manufactures windows. Wynne Enterprises then sold completed window units that contained the Super Spacer product to Tiffin, which manufactures motor homes in Red Bay. Tiffin installed the window units containing the Super Spacer product in its motor homes.

On February 15, 2013, Tiffin filed a complaint in the Franklin Circuit Court, naming as defendants Thompson I.G., LLC, Edgetech I.G., Inc., and Wynne Enterprises.³ The complaint alleged that, after fabrication and installation, windows that had been manufactured using the Super Spacer product had clouded, fogged, and failed; that there were issues with the adhesive used by Edgetech not adhering to the Super Spacer products; that the defendants had failed to remedy or to address the failure of the Super Spacer products; that the failure of the Super Spacer products had resulted in warranty claims against Tiffin; that the latent defect with the Super Spacer products required full replacement and installation of windows in motor homes using the Super Spacer products; and that Super Spacer products continued to fail in the field, causing Tiffin to continue to incur new warranty claims and associated costs. Tiffin alleged claims of breach of contract, breach of implied warranty, and breach of express warranty against all the defendants. It also alleged claims of fraud, suppression, and deceit against Edgetech, Thompson, and Quanex Building Products.

On April 17, 2013, pursuant to Rule 12(b)(2), Ala. R. Civ. P., Edgetech filed a motion to dismiss the claims against it for lack of personal jurisdiction. It subsequently filed a renewed motion to dismiss after Tiffin filed its first amended complaint.

In its motion to dismiss, Edgetech argued that it did not have sufficient contacts with Alabama to establish that Alabama courts had either general or specific personal jurisdiction over it.

On June 26, 2013, Tiffin filed its opposition to the motion to dismiss and the renewed motion to dismiss. Tiffin argued:

“General jurisdiction is proper as [Edgetech] has systematic and continuous contacts with Alabama due to its production facility in Decatur, Alabama;

“This Court has jurisdiction over Edgetech because it knew its products were being shipped to customers in Alabama;

“Edgetech purposely availed itself of the privilege of doing business in Alabama because it markets goods through a distributor who has agreed to serve as its sales agent in Alabama.”

Alternatively, Tiffin requested an order allowing discovery directed to the issue of jurisdiction.

On July 10, 2013, the trial court entered an order denying Edgetech's motion to dismiss. Edgetech then filed its petition for a writ of mandamus with this Court.

Standard of Review

“As we stated in Ex parte Duck Boo [International, Co., 985 So.2d 900 (Ala.2007) ], this Court recently addressed the standard of review in a proceeding challenging the trial court's ruling on a motion to dismiss for lack of personal jurisdiction:

“ ‘ “ ‘The writ of mandamus is a drastic and extraordinary writ, to be “issued only when there is: 1) a clear legal right in the petitioner to the order sought; 2) an imperative duty upon the respondent to perform, accompanied by a refusal to do so; 3) the lack of another adequate remedy; and 4) properly invoked jurisdiction of the court.” Ex parte United Serv. Stations, Inc., 628 So.2d 501, 503 (Ala.1993) ; see also Ex parte Ziglar, 669 So.2d 133, 134 (Ala.1995).’ Ex parte Carter, [807 So.2d 534,] 536 [ (Ala.2001) ].”

“ ‘Ex parte McWilliams, 812 So.2d 318, 321 (Ala.2001). “An appellate court considers de novo a trial court's judgment on a party's motion to dismiss for lack of personal jurisdiction.” Elliott v. Van Kleef, 830 So.2d 726, 729 (Ala.2002).

“ ‘ “ ‘ “In considering a Rule 12(b)(2), Ala. R. Civ. P., motion to dismiss for want of personal jurisdiction, a court must consider as true the allegations of the plaintiff's complaint not controverted by the defendant's affidavits, Robinson v. Giarmarco & Bill, P.C., 74 F.3d 253 (11th Cir.1996), and Cable/Home Communication Corp. v. Network Productions, Inc., 902 F.2d 829 (11th Cir.1990), and ‘where the plaintiff's complaint and the defendant's affidavits conflict, the ... court must construe all reasonable inferences in favor of the plaintiff.’ Robinson, 74 F.3d at 255 (quoting Madara v. Hall, 916 F.2d 1510, 1514 (11th Cir.1990) ).” '

“ ‘ “Wenger Tree Serv. v. Royal Truck & Equip., Inc., 853 So.2d 888, 894 (Ala.2002) (quoting Ex parte McInnis, 820 So.2d 795, 798 (Ala.2001) ). However, if the defendant makes a prima facie evidentiary showing that the Court has no personal jurisdiction, ‘the plaintiff is then required to substantiate the jurisdictional allegations in the complaint by affidavits or other competent proof, and he may not merely reiterate the factual allegations in the complaint.’

Mercantile Capital, LP v. Federal Transtel, Inc., 193 F.Supp.2d 1243, 1247 (N.D.Ala.2002) (citing Future Tech. Today, Inc. v. OSF Healthcare Sys., 218 F.3d 1247, 1249 (11th Cir.2000) ). See also Hansen v. Neumueller GmbH, 163 F.R.D. 471, 474–75 (D.Del.1995) (‘When a defendant files a motion to dismiss pursuant to Fed.R.Civ.P. 12(b)(2), and supports that motion with affidavits, plaintiff is required to controvert those affidavits with his own affidavits or other competent evidence in order to survive the motion.’) (citing Time Share Vacation Club v. Atlantic Resorts, Ltd., 735 F.2d 61, 63 (3d Cir.1984) ).”

“ ‘Ex parte Covington Pike Dodge, Inc., 904 So.2d 226, 229–30 (Ala.2004).’

“Ex parte Bufkin, 936 So.2d 1042, 1044–45 (Ala.2006).”

Ex parte DBI, Inc., 23 So.3d 635, 642–43 (Ala.2009).

Discussion

Edgetech argues that the trial court erroneously denied its motion to dismiss because, it says, Tiffin did not satisfy its burden of proving that the trial court had in personam jurisdiction over Edgetech.

“ ‘The extent of an Alabama court's personal jurisdiction over a person or corporation is governed by Rule 4.2, Ala. R. Civ. P., Alabama's “long-arm rule,” bounded by the limits of due process under the federal and state constitutions. Sieber v. Campbell, 810 So.2d 641 (Ala.2001). Rule 4.2(b), as amended in 2004, states:

“ ‘ “(b) Basis for Out–of–State Service. An appropriate basis exists for service of process outside of this state upon a person or entity in any action in this state when the person or entity has such contacts with this state that the prosecution of the action against the person or entity in this state is not inconsistent with the constitution of this state or the Constitution of the United States....”

“ ‘In accordance with the plain language of Rule 4.2, both before and after the 2004 amendment, Alabama's long-arm rule consistently has been interpreted by this Court to extend the jurisdiction of Alabama courts to the permissible limits of due process. Duke v. Young, 496 So.2d 37 (Ala.1986) ; DeSotacho, Inc. v. Valnit Indus., Inc., 350 So.2d 447 (Ala.1977). As this Court reiterated in Ex parte McInnis, 820 So.2d 795, 802 (Ala.2001) (quoting Sudduth v. Howard, 646 So.2d 664, 667 (Ala.1994) ), and even more recently in Hiller Investments Inc. v. Insultech Group, Inc., 957 So.2d 1111, 1115 (Ala.2006) : “Rule 4.2, Ala. R. Civ. P., extends the personal jurisdiction of the Alabama courts to the limit of due process under the federal and state constitutions. ” (Emphasis added.)

“ ‘This Court discussed the extent of the personal jurisdiction of Alabama courts in Elliott v. Van Kleef, 830 So.2d 726, 730 (Ala.2002) :

“ ‘ “This Court has interpreted the due process guaranteed under the Alabama Constitution to be coextensive with the due process guaranteed under the United States Constitution. See Alabama Waterproofing Co. v. Hanby, 431 So.2d 141, 145 (Ala.1983), and DeSotacho, Inc. v. Valnit Indus., Inc., 350 So.2d 447, 449 (Ala.1977). See also Rule 4.2, Ala. R. Civ. P., Committee Comments on 1977 Complete Revision following Rule 4.4, under the heading ‘ARCP 4.2.’ (‘Subparagraph (I) was included by the Committee to insure that a basis of

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