United States District Court, D. Columbia
August 26, 2005.
IRONBOUND PARTNERS, LLC Plaintiff,
SOURCE INTERLINK COMPANIES, INC., Defendant.
The opinion of the court was delivered by: JOHN PENN, Senior District Judge
This matter is before the Court pursuant to Defendant Source
Interlink Companies, Inc.'s Motion to Dismiss for Lack of
Personal Jurisdiction and Improper Venue or, Alternatively, to
Transfer Venue [#6]. Defendant requests that the Court dismiss
this action for lack of personal jurisdiction and improper venue
or, alternatively, transfer this case to the Middle District of
Florida. As explained more fully below, the Court concludes that
the defendant's motion should be denied.
On April 26, 2004, plaintiff Ironbound Partners, L.L.C.
("Ironbound") and defendant Source Interlink Companies, Inc.
("Source") entered into a Referral Agreement ("Agreement").
Compl. at ¶ 6. Under the Agreement, Ironbound would receive
compensation, equal to 5% of any net income recorded by Source,
as a result of introducing Source to a client that Ironbound believed could help expand Source's industry.*fn1 Id.;
see also Def.'s Mot. Dismiss, Ex. A ("Referral Agreement").
Pursuant to the Agreement, Ironbound's representative introduced
Source's CEO to Mr. Ariel Emmanuel.*fn2 Id. at ¶ 13. The
first meeting occurred via telephone conference, and was followed
by a meeting in New York City. Id. Mr. Emmanuel became Source's
advisor, and subsequently arranged for Source to meet with
Alliance Entertainment Corp. ("Alliance").*fn3 Id. at ¶¶
13,18. With Mr. Emmanuel's assistance, Source merged with
Alliance on or about November 18, 2004. Id. at ¶ 22. When
Ironbound subsequently demanded payment under the Agreement,
Source refused stating that it never intended the Agreement to
cover mergers or acquisitions. Id. at ¶ 28.
On May 23, 2005, Ironbound filed a complaint in this Court
seeking a declaration of the parties' right and liabilities under
the Agreement, an order directing Source to produce its books and
records for an annual accounting to determine amounts owed to
Ironbound under the Agreement, and damages in an amount to be
proven at trial. Compl. at ¶ 1. Source filed a motion to dismiss
the complaint for lack of personal jurisdiction and improper
venue arguing that the Agreement was not negotiated or performed
in the District of Columbia, and moreover, Source is not a
resident of the District, and substantially all of the events
giving rise to Ironbound's claims occurred elsewhere.*fn4 Def.'s Mot.
Dismiss at 2.
I. Personal Jurisdiction Standard
On a motion to dismiss pursuant to Federal Rule of Civil
Procedure 12(b)(2), the plaintiff bears the burden of
establishing that personal jurisdiction exists. Jin v. Ministry
of State Security, 335 F.Supp.2d 72, 77 (D.D.C. 2004). While the
court "may receive and weigh affidavits and any other relevant
matter to assist it in determining the jurisdictional facts,"
United States v. Phillip Morris Inc., 116 F.Supp.2d 116, 120 n.
4 (D.D.C. 2000), the court should resolve factual discrepancies
in the complaint and affidavits in favor of the plaintiff. Jin,
335 F.Supp.2d at 77.
In determining whether it may exercise personal jurisdiction
over a non-resident defendant, the court must engage in a
two-part inquiry. Harrison v. Lappin, No. 04-0681, slip op. at
2 (D.D.C. Mar. 31, 2005). First, the court must determine whether
jurisdiction may be exercised under the District's long-arm
statute. Second, the court must decide whether the exercise of
personal jurisdiction satisfies due process requirements. Id.
Under the District's long-arm statute, a District of Columbia
court may exercise personal jurisdiction over a non-resident
defendant who "transacts any business in the District of
Columbia." D.C. Code § 13-423(a)(1). The requirement that the
defendant "transact business" in the District is interpreted very
broadly and can be met by any "contractual activit[y] of a
nonresident defendant which cause[s] a consequence [in the
District]." Sheikh v. Mr. K's Restaurant, Inc., No. 04-00515, slip op. at 3 (D.D.C. June 10,
2005). Sometimes, even "a single act alone may be sufficient to
constitute transacting business." Mouzavires v. Baxter,
434 A.2d 988, 992 (D.C. 1981), cert denied, 455 U.S. 1006,
102 S.Ct. 1643 (1982).
The Due Process Clause of the Fifth Amendment requires that the
plaintiff demonstrate minimum contacts between the defendant and
the forum such that the maintenance of the suit does not offend
traditional notions of fair play and substantial justice. See
GTE New Media Servs. v. Bellsouth Corp., 339 U.S.App.D.C. 332,
337, 199 F.3d 1343, 1347 (2000). The proper application of the
minimum contacts formula requires "a consideration of not only
whether a nonresident defendant has sufficient contacts with the
forum, but also whether those contacts are voluntary and
deliberate, rather than fortuitous." Mouzavires,
434 A.2d at 995. Courts have recognized that "even where a nonresident
defendant has never physically been present in the forum, his
contacts with the forum, when viewed quantitatively, may be quite
substantial." Id. Thus, jurisdiction has been held to exist
where a nonresident defendant's only contact with the forum has
been by mail or telephone. Id.
With respect to interstate contractual obligations, parties
"who reach out beyond one state and create continuing
relationships and obligations with citizens of another state are
subject to regulation and sanctions in the other state for the
consequences of their activities." Burger King v. Rudzewictz,
471 U.S. 462, 473, 105 S.Ct. 2174, 2182 (1985) (internal
quotations omitted). The test is whether "the defendant's conduct
and connection with the forum state are such that he should
reasonably anticipate being haled to court there." Id. at 474,
2183. Hence jurisdiction is proper "where the defendant
`deliberately' has engaged in significant activities within a
State or has created `continuing obligations' between himself and
residents of the forum." Id. at 475-76, 2184.
II. Jurisdiction Is Proper In This Court
The jurisdictional facts of this case meet both requirements
for the exercise of personal jurisdiction. The Agreement executed
by the parties constitutes a business transaction because it's
purpose was to assist Source in negotiating a proposed business
relationship with Ironbound's client, Mr. Emanuel. See Referral
Agreement. Moreover, Source's contacts with Ironbound are
sufficient to satisfy Due Process requirements because Source
entered into the Agreement voluntarily, deliberately, and with
Source argues that this Court does not have jurisdiction
because: 1) the Agreement was neither negotiated nor executed by
Source in the District; 2) the Agreement was never performed by
Source in the District; and 3) the alleged breach of the
Agreement did not occur in the District. Def.'s Mot. Dismiss at
5. Source primarily relies upon the fact that none of Source's
agents or employees were physically present in the District when
the Agreement was negotiated or executed. Id. However, the
Supreme Court has held that jurisdiction may not be avoided
merely because a nonresident defendant does not physically enter
the forum state. Burger King, 471 U.S. at 476,
105 S.Ct. at 2184 ("it is an acceptable fact of modern commercial life that a substantial amount of business is transacted solely by mail and
wire communications across state lines, thus obviating the need
for physical presence within a state in which business is
conducted."); Mouzavires, 434 A.2d at 995. Hence, the Court
still has jurisdiction even though the Agreement was negotiated
solely by email, telephone, and fax.*fn6
Source makes an additional argument against jurisdiction
claiming that it's contacts with Ironbound do not meet the
"purposeful availment" requirement.*fn7 See Mot. Dismiss
at 2. Referencing the Supreme Court's holding in Hanson v.
Denckla, 357 U.S. 235, 78 S.Ct. 1228 (1958), Source argues that
in order to meet the requirement of "purposeful availment," it
must have solicited services from Ironbound.*fn8 Mot.
Dismiss at 5. Since Ironbound initiated the Agreement, Source
argues that it's contacts with Ironbound cannot be deemed
"purposeful."*fn9 Id. Source's argument fails, however,
because "purposeful availment" is not solely determined by which
party initiates contact. Where a defendant creates continuing
obligations between itself and residents of the forum state, the
defendant is deemed to have purposely availed itself of the
privileges, protections and benefits of the forum state's laws.
See Burger King, 471 U.S. at 476, 105 S.Ct. at 2184. The Agreement between Ironbound and Source created continuing
obligations between the parties. The Agreement obligated
Ironbound to assist Source, at all junctures, "in the evaluation
and negotiation of any proposed business venture" between Source
and Ironbound's client, Mr. Emmanuel. See Referral
Agreement.*fn10 Considering Source's voluntary execution of
the Agreement, as well as the parties ongoing obligations under
the Agreement, Source's contacts with Ironbound cannot be deemed
"random," "fortuitous," or "attenuated." See Burger King,
471 U.S. at 475, 105 S.Ct. at 2183. Hence, personal jurisdiction is
proper in this Court. III. Venue
Federal Rule of Civil Procedure 12(b)(3) gives the court the
discretion to dismiss an action for lack of venue, or transfer a
case in the interest of justice. See Fed.R.Civ.P. 12(b)(3);
28 U.S.C. § 1406(a). Pursuant to 28 U.S.C. § 1391, a complaint may
be filed in a judicial district where the defendant resides. If
the defendant is a corporation, the defendant shall be deemed to
reside in the judicial district in which it is subject to
personal jurisdiction at the time the action is commenced.
28 U.S.C. § 1391(c). Since Source is a corporation subject to
personal jurisdiction in the District of Columbia, Source is
considered a resident of the District, and hence venue is proper
in this Court.*fn11 See Sheikh, No. 04-00515, slip op.
at 5 (D.D.C. June 10, 2005). CONCLUSION
For the foregoing reasons, defendant Source Interlink
Companies, Inc.'s Motion to Dismiss for Lack of Personal
Jurisdiction and Improper Venue or, Alternatively, to Transfer
Venue is denied. An appropriate order accompanies this Memorandum
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