- Defendant Not Entitled to Dismissal for Lack of Personal Jurisdiction or Change of Venue Based on Forum Selection Clause or Forum Non Conveniens
- March 3, 2011 | Author: Eric Leppo
- Law Firm: Semmes, Bowen & Semmes A Professional Corporation - Baltimore Office
CSS Antenna, Inc. v. Amphenol-Tuchel Electronics, GMBH, Case No.: CCB-09-2008, (U.S. District Court for the District of Maryland, Feb. 8, 2011)
In this recently issued opinion from the U.S. District Court for the District of Maryland, the Court denied the Defendant’s Motion to Dismiss for lack of personal jurisdiction and its alternative request (on multiple grounds) that the matter be transferred to the U.S. District Court for the Eastern District of Michigan.
The Plaintiff, CSS Antenna, is a Maryland corporation headquartered in Edgewood, Maryland. Aphenol-Tuchnel Electronics (“ATE”) is a German company with one location in the United States from which it conducts its U.S. operations. ATE’s U.S. office is located in Caton, Michigan. The parties began a business relationship in 2004 in which CSS purchased cable components manufactured by ATE for use in CSS’s cellular phone signal towers. The parties did not have an exclusive purchase agreement or an in-depth written contract. Rather CSS would issue purchase orders, and ATE would fill the orders and provide purchase order confirmations. ATE employees visited CSS headquarters on four (4) separate occasions to discuss these purchases and the business relationship.
In 2006, CSS began to experience failure of its cell towers where ATE cables were installed. CSS believed that the failures were resulting from water infiltration despite ATE’s assurance that the cables were watertight. In 2009, CSS filed this action against ATE. ATE filed a Motion to Dismiss for lack of personal jurisdiction, and moved alternatively for a transfer of venue.
The Court was first able to dispense of ATE’s argument that the Court lacked personal jurisdiction. The Court noted that Maryland’s long-arm statute for asserting personal jurisdiction, Md. Code Ann., Cts. & Jud. Proc. § 6-103, provides jurisdiction to the full extent permitted by constitutional due process. To satisfy due process under the standard of Int’l Shoe Co. v. Washington, 326 U.S. 310, 316 (1945), a defendant must have sufficient “minimum contacts” with the forum state such that the exercise of personal jurisdiction “does not offend traditional notions of fair play and substantial justice.”
The Court then looked to ATE’s conduct regarding its business relationship with CSS. ATE communicated directly with the Maryland headquarters of CSS, visited the CSS headquarters on several occasions, accepted purchase orders from Maryland and issued purchase order confirmations there. The Court determined that ATE had purposefully availed itself of the privilege of doing business in Maryland, and that it was not constitutionally unreasonable for ATE to be hailed into court in Maryland.
ATE argued alternatively that if the matter was not dismissed, it should be transferred to a different venue, particularly the Eastern District of Michigan as a result of a forum selection clause, and/or forum non conveniens. ATE argued that a forum selection clause in its own General Conditions requires any dispute to be brought in Michigan. However, the parties used a purchase order, and purchase order confirmation exchange system in their dealings, and the Court determined that ATE’s references to its General Conditions in a purchase order confirmation were too ambiguous to bind CSS.
Finally, the Court determined that ATE was not entitled to transfer of venue due to inconvenience. Citing Davis Media Group, Inc. v. Best Western Int’l, Inc., 302 F. Supp.
2d 464, 470 (D. Md. 2004) the Court identified the relevant factors for a motion to transfer venue: “(1) the weight accorded the plaintiff’s choice of venue, (2) witness convenience and access, (3) convenience of the parties, and (4) the interests of justice.” The Court noted that ATE failed to meet its burden, and no basis for placing the inconvenience of traveling instead onto CSS.