Opinion
No. CV 10 6003582
August 27, 2010
MEMORANDUM OF DECISION ON MOTION TO DISMISS
Is a Delaware limited liability company (LLC) with its place of business in Pennsylvania liable to suit in Connecticut for its alleged breach of a contract entered into with a Connecticut corporation? This is the issue raised by a motion to dismiss filed by defendant Koehler-Bright Star, LLC (Koehler), challenging the court's jurisdiction over its person, pursuant to Practice Book § 10-31.
"Because a lack of personal jurisdiction may be waived by the defendant, the rules of practice require the defendant to challenge that jurisdiction by a motion to dismiss." (Internal quotation marks omitted.) Golodner v. Women's Center of Southeastern Connecticut, Inc., 281 Conn. 819, 825 (2007). "When a [trial] court decides a jurisdictional question raised by a pretrial motion to dismiss, it must consider the allegations of the complaint in their most favorable light . . . In this regard, a court must take the facts to be those alleged in the complaint, including those facts necessarily implied from the allegations, construing them in a manner most favorable to the pleader." (Internal quotation marks omitted.) State v. Marsh McLennan Cos., 286 Conn. 454, 464 (2008). "A motion to dismiss admits all facts well-pleaded and invokes any record that accompanies the motion, including supporting affidavits that contain undisputed facts." Coughlin v. Waterbury, 61 Conn.App. 310, 314 (2001).
While a trial-like hearing is generally necessary to resolve factual issues necessary to determination of the court's jurisdiction; Standard Tallow Corp. v. Jowdy, 190 Conn. 48, 56 (1983); at oral argument the parties here waived a hearing and chose to rely on the affidavits attached to the defendant's memorandum in support of its motion and the plaintiff's memorandum in opposition.
When a defendant challenges personal jurisdiction in a motion to dismiss, the court must undertake a two-part inquiry to determine the propriety of its exercising such jurisdiction over the defendant. "The trial court must first decide whether the applicable state long-arm statute authorizes the assertion of jurisdiction over the [defendant]. If the statutory requirements [are] met, its second obligation [is] then to decide whether the exercise of jurisdiction over the [defendant] would violate constitutional principles of due process." (Internal quotation marks omitted.) Knipple v. Viking Communications, Ltd., 236 Conn. 602, 606 (1996).
"If the defendant challenging the court's jurisdiction is a foreign corporation or a nonresident individual, it is the plaintiff's burden to prove the court's jurisdiction." Cogswell v. American Transit Ins. Co., 282 Conn. 505, 515 (2007). Because an evidentiary hearing was not requested in this case by either party, the court accepts all undisputed factual allegations for the purpose of determining whether the plaintiff has sustained its burden of proving that the court has personal jurisdiction over the defendant under the long-arm statute. See Knipple v. Viking Communications Ltd., supra, 236 Conn. 608-09.
I
According to the amended complaint of March 11, 2010, the plaintiff, Unique Extrusions, Inc. (Unique), is a Connecticut corporation with an office and place of business in this state and is engaged in the manufacture and sale of custom extruded aluminum products. Koehler is a Delaware entity with an office and place of business in Pennsylvania. Unique issued a written quotation for the sale of goods to Koehler on March 3, 2008. In response, on April 1, 2008, Koehler issued a purchase order. Pursuant to that exchange of documents, Unique claims the parties contracted for the purchase and sale of a number of units of custom extruded aluminum products fabricated by Unique to Koehler's specifications.
The agreement provided that all goods were to be shipped to Koehler by December 31, 2008. Unique caused all the parts to be extruded by the end of the summer of 2008 and made partial shipments on September 25, 2008 and December 4, 2008. Koehler paid for both shipments.
In its motion to dismiss Koehler does not concede that the exchange of documents between the parties resulted in a contract.
Koehler then attempted to cancel the balance of the order, claiming that it no longer needed the parts. Unique refused the attempted cancellation, and the parties agreed to defer shipment of the parts until December 30, 2009, at which time, the complaint alleges, Koehler would pay for the remaining parts under the contract. Koehler rejected the attempted delivery of the remaining parts, however, in January 2010, and Unique claims it thereby breached their contract. Unique notified Koehler that it would sell the remaining parts, which it did for $40,000. The invoice price for the remaining parts was $97,353.10, and in this action Unique is seeking to recover the difference between the sale price and the contract price, as provided in General Statutes § 42a-2-706, along with "incidental damages," as provided in General Statutes § 42a-2-710.
Unique also claims that Koehler violated General Statutes § 42a-2-703, but that statute appears to the court simply to spell out remedies of a seller of goods when the buyer "wrongfully rejects or revokes acceptance of goods or fails to make a payment due . . . or repudiates with respect to a part or the whole . . ."
II CONNECTICUT LONG-ARM STATUTE A Which Long-Arm Statute Confers Jurisdiction over a Limited Liability Company?
First at issue between the parties is which Connecticut long-arm statute determines whether the court has jurisdiction. Koehler argues that General Statutes § 33-929, entitled "Service of process on foreign corporation," is the proper statute. Unique submits that General Statutes § 52-59b, entitled "Jurisdiction of courts over nonresident individuals, foreign partnerships and foreign voluntary associations. Service of process," is the appropriate statute.Although there is no appellate authority stating which Connecticut long-arm statute should be applied to an LLC, the Connecticut federal District and Superior Courts have addressed the issue, and are in conflict.
Koehler relies on Halo Tech Holdings, Inc. v. Cooper, Civil Action No. 3:07CV489 (AHN) (D.Conn. 2008), which holds that General Statutes § 52-59b does not apply to service of process on LLCs. In that case the court stated that it "agrees with the weight of authority and finds that General Statutes § 52-59b does not apply to foreign limited liability companies." (Emphasis added.) Halo Tech Holdings, Inc. v. Cooper, supra, Civil Action No. 3:07CV489 (AHN). Unique correctly points out, however, the lack of analysis by the decisions to which Halo Tech cites.
At oral argument, Koehler also argued that provisions of General Statutes § 34-235, entitled "Activities not constituting transacting business in this state," specifically subsections (b)(6) and (b)(11) apply to buttress the long-arm statute because it refers to foreign LLCs. Those subsections provide the following "(b) Without excluding other activities which may not constitute transacting business in this state, a foreign limited liability company shall not be considered to be transacting business in this state, for the purposes of sections 34-100 to 34-242, inclusive, by reason of carrying on in this state any one or more of the following activities: . . . (6) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts . . . or (11) transacting business in interstate commerce." (Emphasis added.)
However, subsection (d) of the statute provides: "This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service of process or taxation in this state or to regulation under any other law of this state."
Halo Tech relies on In Re Bayou Hedge Fund Investment Litigation, 472 F.Sup.2d 534, 537 (S.D.N.Y. 2007), which, in turn, cites to Hartford Fire Ins. Co. v. United Restoration, LLC, Superior Court, judicial district of Hartford, Docket No. CV 02 0813517 (April 4, 2003), Lechner v. Capital Group Companies and Capital Research Brokerage, Civil Action No. 3:05CV1410 (WWE) (D.Conn. 2006), aff'd in part, rev'd in part, remanded on other grounds, Civil Action No. 06 56253 (2nd Cir. 2007), and Swain v. American Capital Strategies, Ltd., Superior Court, complex litigation at Middlesex, Docket No. X04 CV 03 0103924 (August 4, 2004). In Re Bayou, the court opined that "[t]hese cases hold that a limited liability corporation [sic] is to be treated like any other corporation for long-arm purposes. The Connecticut Supreme Court does not appear to have opined on the issue, but I agree with Judge Eginton [in Lechner] and the majority of state court judges in Connecticut." In Hartford Fire, the court determined that it had jurisdiction over the defendant LLC under both long-arm statutes and did not determine that one was applicable over the other. In Swain, the court analyzed jurisdiction over the LLC under § 33-929, without any discussion of why that statute, and not § 52-59b, applied. In Lechner, the court simply stated, without any analysis, that the relevant long-arm statute over the defendant LLC was General Statutes § 33-929.
There is also Superior Court authority supporting jurisdiction under General Statutes § 52-59b. In Nadler v. Grayson Construction Co., Superior Court, judicial district of Stamford-Norwalk at Stamford, Docket No. CV 02 0190015 (April 15, 2003) ( 34 Conn. L. Rptr. 482, 484), the court explained that "[t]he parties have argued this issue with the assumption that General Statutes § 52-59b is the long-arm statute applicable to foreign limited liability companies. The court concludes that this assumption is correct, although the issue is not free from doubt. Whereas Connecticut corporation law includes a special long-arm statute applicable to foreign corporations [General Statutes § 33-929(f)], there is no comparable provision in the Connecticut Limited Liability Company Act, General Statutes §§ 34-100 through 34-242. General Statutes § 52-59b confers long-arm jurisdiction over `non resident individuals and foreign partnerships.' The phrase `foreign partnership' could include within its meaning a foreign limited liability company. At least one court has applied § 52-59b in resolving the issue of long-arm jurisdiction over a New York State limited liability company. See New England National, LLC v. Kabro of East Lyme, LLC, Superior Court, judicial district of New London, Docket No. CV 00 0550014 (February 23, 2000) . . . In the absence of any controlling authority, this court holds that Section 52-59b is the applicable statute." (Emphasis added.)
In Westco Scientific Instruments, Inc. v. Georgiou, Superior Court, judicial district of Danbury, Docket No. CV 06 4005637 (June 21, 2006), the court proceeded on the basis that General Statutes § 52-59b was the proper long-arm statute. In Pro Performance Corporate Services, Inc. v. Goldman, 47 Conn.Sup. 476 [ 32 Conn. L. Rptr. 404] (2002), the court applied § 52-59b without any substantive analysis. In Screen Tech, Inc. v. Carolina Precision Plastics, LLC, Civil Action No. 3:05CV975 (SRU) (D.Conn. 2006), the defendant argued that there was no applicable long-arm statute allowing the court to assert personal jurisdiction over it. The court found that Nadler, supra, applied, and proceeded under § 52-59b.
Both corporations and limited liability companies are creatures of statute, and different statutes at that. Corporations are entities organized and operated within the strictures of title 33 of the General Statutes. Limited liability companies, on the other hand, are governed by title 34. Of particular relevance to the issue here, each title includes its own provision for service of process on the entity which is the subject of the statutory scheme. See General Statute § 33-663, Service of process on a corporation; General Statute § 34-105, Service of process on statutory agent of an LLC. This indicates that the legislature did not consider that the provision governing service of process on a corporation would apply to an LLC.
Furthermore, declaring that an LLC is generally more like a corporation than a partnership is simply inaccurate. "A limited liability company is a non-corporate entity that provides limited liability and full management rights to all of its members . . . Although it is not a corporation, its legal identity is separate from that of its owners. Based in state statutory law, it is a hybrid form of business organization that combines many of the attractive features of partnerships and corporations. Like partnerships, LLCs are characterized by informality of organization and internal governance by contract. Like corporations, they protect their members from investor-level liability. Ordinarily, an LLC is not subject to federal income tax at the entity level, but receives the flow-through treatment applied to partnerships. Unlike limited partners, however, all of the members of an LLC can participate actively in the business's management without subjecting themselves to unlimited personal liability for its obligations. Thus, the LLC has emerged primarily as a small-business alternative to the limited partnership and the Subchapter S corporation." 2 Z. Cavitch, Business Organizations with Tax Planning (2010) § 33.01[1], p. 33-3.
"[An LLC] is a hybrid business entity comprised of attributes from both the corporation and the partnership. The primary purpose is to provide the best aspects of both entities — the conduit taxation of a partnership in conjunction with the limited liability of a corporation." . . . As legal scholars have pointed out, it is extremely difficult to argue that an LLC is closer to either a partnership or a corporation; rather, it is a truly hybrid form of organization that can take the form of either. Garrison and Knoepfle, Limited Liability Company Interests as Securities: A Proposed Framework for Analysis, 33 Am. Bus. L.J. 577, 635 (1996). See also In re DeLuca, 194 B.R. 65, 74 (Bkrtcy.E.D.Va. 1996) (applying Virginia LLC statute) (fact that LLC is most closely analogous to partnership for tax purposes does not mean it might not be considered corporation for other purposes)." (Citation omitted. Internal quotation marks omitted.) Id., p. 33-3 n. 2.
"In the United States, the form of business organization that preceded the LLC was the limited partnership association . . . The limited partnership association is similar to a general partnership, except that it extends limited personal liability to all its members." Id., p. 33-4 n. 9.
Indeed, the dual nature of an LLC has been recognized in Connecticut law. "The allure of the limited liability company is its unique ability to bring together in a single business organization the best features of all other business forms — properly structured, its owners obtain both a corporate-styled liability shield and the pass-through tax benefits of a partnership." PB Real Estate, Inc. v. Dem II Properties, 50 Conn.App. 741, 742 (1998).
This court concludes that an LLC is simply not a corporation, foreign or domestic, and § 33-929(f), which applies to foreign corporations, cannot apply to an LLC. A foreign LLC, like Koehler, more closely resembles a "foreign partnership" or a "voluntary association," and the proper statute governing service of process is § 52-59b.
Unique makes a persuasive argument in its supplemental memorandum that "[i]f in 1993 the legislature had perceived the newly-created LLC as a type of corporation, it obviously had the option of adding a new Chapter to Title 33, and putting the LLC statutes there. Instead, it placed the Act in Title 34, where it sits sandwiched between Chapters 612 ("Professional Associations") and 614 ("Uniform Partnership Act"). Thus if we judge business entities, like people, by the company they keep, LLCs are more akin to partnerships and associations than corporations. The legislature certainly appeared to think so." In addition, at least one appellate court, cited by Unique, has treated an LLC like a limited partnership in that it is a citizen of any state of which a member of the company is a citizen. See Rolling Greens MHP, L.P. v. Comcast SCH Holdings, LLC, 374 F.3d 1020, 1022 (11th Cir. 2004).
B Jurisdiction under General Statutes § 52-59b
General Statutes § 52-59b provides: "(a) As to a cause of action arising from any of the acts enumerated in this section, a court may exercise personal jurisdiction over any nonresident individual, foreign partnership or foreign voluntary association . . . who in person or through an agent: (1) Transacts any business within the state . . ." (Emphasis added.)
"Connecticut courts may assert personal jurisdiction over a nonresident defendant under General Statutes 52-59b(a)(1), as long as that defendant transacts business within the state. The term `transacts any business' has been construed to embrace `a single purposeful business transaction.' Zartolas v. Nisenfeld, 184 Conn. 471, 474 (1981). In determining whether [the defendant's] contacts constitute the transaction of business within the state, we do not apply a rigid formula but balance considerations of public policy, common sense, and the chronology and geography of the relevant factors. Id., 477." Gaudio v. Gaudio, 23 Conn.App. 287, 298, cert. denied, 217 Conn. 803 (1990), clarified by Gaudio v. Gaudio, Superior Court, judicial district of Fairfield at Bridgeport, Docket No. FA 85 0074676 (April 19, 1991).
Unique relies heavily on Pro Performance Corporate Services v. Goldman, supra, 47 Conn.Sup. 476, a case in which the Superior Court found that the defendant transacted business for the purposes of jurisdiction under General Statutes § 52-59b when the plaintiff, which was located in Connecticut, secured Super Bowl XXXV tickets for the defendant, who resided in Maryland. The court examined the affidavit of the plaintiff's principal, which stated that "he received the initial telephone call from the defendant in the plaintiff's Connecticut office and that the additional conversations he had with the defendant also took place while [the principal] was in Connecticut. In his affidavit, [the principal] also avers that while the defendant signed a written agreement and promissory note in Florida, the plaintiff prepared the written agreement in its Connecticut office, and all of the other services the plaintiff performed for the defendant that related to obtaining the tickets were performed in Connecticut." Id., 480-81. Despite the fact that the product — the tickets — never touched Connecticut, the court found jurisdiction because of the significant negotiations between the parties. The defendant communicated with the plaintiff daily by telephone, forty to fifty times over a twelve-day period, and the communication arose out of the defendant's desire to obtain the plaintiff's services from its office in Connecticut.
In the present case, although Unique took the first step by soliciting Koehler for its business, Koehler responded to that solicitation by sending its purchase order to Unique's office in Connecticut and maintained a business relationship with Unique that involved numerous contacts in Connecticut. There were not forty to fifty calls per day over a twelve-day period between the parties, as in Pro Performance, supra, but the parties here engaged in substantial communication over the period of time from April 1, 2008, when Koehler sent its purchase order to Unique, through December 31, 2009, when the invoice for the final shipment of parts was faxed to Koehler.
After all, there were Super Bowl tickets at stake there.
According to the affidavit of John Rankin, Unique's general manager, representatives of Koehler were in regular contact with him concerning the production drawings received from the vendor of the product, approval of a production sample, commencement of production and delivery of the initial and second shipments of the product. Affidavit of John Rankin, ¶ 9. Moreover, change orders were sent by Koehler to Unique's customer service manager in Connecticut on three occasions in 2008. See affidavit of Gwen Brennan, ¶ 4. Finally, Koehler paid for the first two shipments of the product by sending checks to Unique's office in Connecticut in November 2008 and again in January 2009. See affidavit of Britt Olander, Unique's marketing and sales associate, ¶¶ 3, 4.
None of the facts asserted in these affidavits were disputed by Koehler.
Moreover, Unique's performance of the contract arguably created by Koehler's submission of its purchase order — finding and negotiating with vendors for the product requested by Koehler, acting as liaison between Koehler and the chosen vendor and coordinating shipping of the product to Koehler — took place in Connecticut. See affidavit of John Rankin, ¶¶ 4, 8, 9. In short, Koehler sought the services of Unique, which it knew to be a Connecticut firm, and a substantial portion of the activities giving rise to Unique's breach of contract claim occurred in Connecticut.
The court finds that all of this activity constituted the transaction of business by Koehler in Connecticut. As the court stated in Meta Group, Inc. v. IDC Research, Inc., Superior Court, judicial district of New Haven, Docket No. CV 05 4016768 (April 20, 2006, Munro, J.) [ 41 Conn. L. Rptr. 262], "[g]iven that a single transaction sufficed to satisfy the long-arm statute in Goldman then a fortiori the aggregate contacts of the individual defendants are sufficient to satisfy the statute in the present case." See also Hudson Park Investors, LLC v. Anastos, Superior Court, judicial district of Stamford-Norwalk at Stamford, Docket No. X 05 CV 03 0198484 (April 8, 2005); Syken Corp. v. Liberty Mutual Ins. Co., Superior Court, judicial district of Stamford-Norwalk at Stamford, Docket No. CV X 05 04 4000013 (April 22, 2005).
Considering the public policy embodied in the law interpreting § 52-59b, common sense and the chronology and geography of the relevant factors in this case, the court finds that Koehler engaged in a "purposeful business transaction" in Connecticut that subjects it to suit in this state.
III CONSTITUTIONAL DUE PROCESS ANALYSIS A Sufficient "Minimum Contacts"
Having found that § 52-59b supports personal jurisdiction over Koehler, the court must address the question whether imposing such jurisdiction violates the due process clause of the United States constitution. "As articulated in the seminal case of International Shoe Co. v. Washington, 326 U.S. 310, 316, 66 S.Ct. 154, 90 L.Ed. 95 (1945), the constitutional due process standard requires that, `in order to subject a defendant to a judgment in personam, if he be not present within the territory of the forum, he have certain minimum contacts with it such that the maintenance of the suit does not offend traditional notions of fair play and substantial justice.' (Internal quotation marks omitted.)
In other words, "[t]he Due Process Clause protects an individual's liberty interest in not being subject to the binding judgments of a forum with which he has established no meaningful contacts, ties, or relations . . . By requiring that individuals have fair warning that a particular activity may subject [them] to the jurisdiction of a foreign sovereign . . . the Due Process Clause gives a degree of predictability to the legal system that allows potential defendants to structure their primary conduct with some minimum assurance as to where that conduct will and will not render them liable to suit . . ." (Citations omitted; internal quotation marks omitted.) Burger King Corp. v. Rudzewicz, 471 U.S. 462, 471-72, 105 S.Ct. 2174, 85 L.Ed.2d 528 (1985).
"For the purposes of this initial inquiry, the Supreme Court of the United States has articulated, and this court has recognized, two types of personal jurisdiction. Either specific jurisdiction or general jurisdiction can satisfy the constitutional requirement of sufficient minimum contacts between the defendant and the forum. A state court will have specific jurisdiction over a nonresident defendant whenever the defendant has purposefully directed [its] activities at residents of the forum . . . and the litigation [has] result[ed] from alleged injuries that arise out of or relate to those activities . . ." (Citations omitted; emphasis in original; internal quotation marks omitted.) Cogswell v. American Transit Ins. Co., 282 Conn. 505, 524 (2007).
"As long as it creates a substantial connection with the forum state, even a single act can support jurisdiction." Cashman v. Cashman, supra, 41 Conn.App. 382, 389 (1996). "Whether sufficient minimum contacts exist for a court to have jurisdiction is clearly dependent on the facts of each particular case." Standard Tallow Corporation v. Jowdy, 190 Conn. 48, 52 (1983).
"[I]t is essential in each case that there be some act by which the defendant purposefully avails itself of the privilege of conducting activities within the forum State, thus invoking the benefits and protections of its laws." Hanson v. Denckla, 357 U.S. 235, 253, 78 S.Ct. 1228, 2 L.Ed.2d 1283, rehearing denied by, 358 U.S. 858, 79 S.Ct. 10, 3 L.Ed.2d 92 (1958). "[T]he defendant's conduct and connection with the forum State [must be] such that [it] should reasonably anticipate being haled into court there." World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 297, 100 S.Ct. 559, 567, 62 L.Ed.2d 490 (1980), on appeal after remand, Robinson v. Volkswagen of America, Inc., 803 F.2d 572 (10th Cir. 1986).
Koehler argues that the acts that constitute contact with the state must be activity of the defendant, and that Unique cannot establish sufficient minimum contacts to satisfy due process solely by its own activities. Here, the contract was signed in Pennsylvania, where Koehler issued its purchase order, and the goods were manufactured in Ohio and picked up there by Koehler. Koehler points out that it has no formal presence in Connecticut, does not maintain an office in Connecticut, is not licensed as a foreign corporation or other business entity in Connecticut, owns no property in Connecticut and never sent anyone to Connecticut in connection with the alleged agreement.
On the other hand, Unique takes the position that its unilateral activities can, in fact, meet the constitutional due process requirement. Here, "the defendant purposely directed its activities at the plaintiff, a resident of this forum, through the contract formed through the exchange of documents with the plaintiff's Connecticut office, and the numerous ensuing communications with the plaintiff over an 11-month period, all relating to the plaintiff's performance of services here. Because this litigation arises from those Connecticut-based contacts and activities, it is fully consistent with due process for the defendant to be sued here." Plaintiff's Memorandum of Law in Opposition to Motion to Dismiss, pp. 10-11. The court agrees with Unique.
When a corporation contracts with an out-of-state party, the contract alone cannot establish sufficient minimum contacts in the corporation's home forum. See R.O.I. Development Corp. v. Weiss, Superior Court, judicial district of New Britain, Docket No. 391584 (December 21, 1992) [ 8 Conn. L. Rptr. 122]. This is so even if the contract is the product of phone calls, letters and faxes that lead to the production of that contract. See RJM Group v. American Association of Franchises and Dealers, Superior Court, judicial district of Danbury, Docket No. 329548 (March 19, 1998). Rather, the "prior negotiations and contemplated future consequences, along with the terms of the contract and the parties' actual course of dealing . . . must be evaluated in determining whether the defendant purposefully established minimum contacts within the forum." Burger King v. Rudzewicz, supra, 471 U.S. 479.
In Loctec Corporation v. Hawk Golf Bag Company, Superior Court, judicial district of Danbury, Docket No. 323051 (June 27, 1996) ( 17 Conn. L. Rptr. 265), the court found that jurisdiction was not established merely because the contract was entered into by a telephone call or fax communication between the companies. "There is nothing in the court file that indicates that [the defendant] was to have any contact with the State of Connecticut other than its single telephone order to [the plaintiff] . . . [T]he contract at issue . . . was entered into either by telephone or by fax, and there is no indication that any of [the defendant's] agents ever entered this state. There also is no evidence that [the defendant] had any previous contracts with Loctec or that it had an office, sales representative, bank account, or employees in this state or that it advertised or solicited business in Connecticut, all things that normally indicate a sufficient connection with a forum state to confer personal jurisdiction over a foreign corporation." Id., 266.
Unlike Loctec, in the present case there is more than a contract and a flurry of activity leading up to the contract. There was other significant interaction between Unique and Koehler as the goods were manufactured and the order filled. See pp. 16-17, supra. In addition, the parties here have a history of prior dealings. The affidavit of John Rankin states that "[o]n several occasions in 2005 and 2006 (at which time Unique was headquartered in Newington, Connecticut), Unique issued quotations to [Koehler] for the manufacture of certain aluminum parts . . . to be fabricated by Unique to specifications provided by [Koehler] . . . These were not accepted by [Koehler], and thus did not result in any sales by Unique." Affidavit of John Rankin, ¶ 5. Exhibit 1 to the Rankin affidavit reveals that Unique produced quotations in January 2005, July 2005, August 2005 and January 2006, thus demonstrating a history of communication between the parties prior to 2008, when the alleged agreement at issue came into being. Another quotation was produced on January 28, 2008 (Exhibit 2 to the Rankin affidavit), and a revised version of the quotation that was allegedly agreed upon was produced on March 3, 2008. (Exhibit 3 to the Rankin affidavit.)
The court finds that Koehler had sufficient minimum contacts with Connecticut to satisfy the due process clause.
B Reasonableness
"Due process demands more, however, than the existence of minimum contacts between the defendant and the forum state. Once minimum contacts have been established, `[t]he second stage of the due process inquiry asks whether the assertion of personal jurisdiction comports with "traditional notions of fair play and substantial justice" — that is, whether it is reasonable under the circumstances of the particular case. See [ International Shoe Co. v. Washington, supra, 326 U.S. 316] . . . [Therefore] [w]hile the exercise of jurisdiction is favored where the plaintiff has made a threshold showing of minimum contacts at the first stage of the inquiry, it may be defeated where the defendant presents "a compelling case that the presence of some other considerations would render jurisdiction unreasonable." [ Burger King Corp. v. Rudzewicz, supra, 471 U.S. 477].' (Citations omitted.) Metropolitan Life Ins. Co. v. Robertson-Ceco Corp., 84 F.3d 560, 568. With these guidelines in mind, we examine the facts of the present case." (Emphasis added.) Cogswell v. American Transit Ins. Co., supra, 282 Conn. 525.
"`The Supreme Court has held that the court must evaluate the following factors as part of this `reasonableness' analysis: (1) the burden that the exercise of jurisdiction will impose on the defendant; (2) the interests of the forum state in adjudicating the case; (3) the plaintiff's interest in obtaining convenient and effective relief; (4) the interstate judicial system's interest in obtaining the most efficient resolution of the controversy; and (5) the shared interest of the states in furthering substantive social policies.' Metropolitan Life Ins. Co. v. Robertson-Ceco Corp., 84 F.3d 560, 568 (2d Cir. 1996). The two components of the due process inquiry, those of minimum contacts and reasonableness, are related and the court must weigh the relative strengths and weaknesses of each in determining whether due process has been satisfied." Sault v. Dometic Corp., Superior Court, judicial district of New Haven, Docket No. CV 08 5030604 (December 17, 2009, Alander, J.).
Koehler argues that Unique has not alleged that Koehler had any contacts with Connecticut whatsoever, let alone contacts sufficient for this court to conclude that exercising jurisdiction over Koehler would not offend traditional notions of justice. It would not be reasonable to force it to defend in Connecticut, Koehler maintains, because, according to the affidavit of Mark Dirsa, Koehler's president, it "has no formal presence in Connecticut, has no offices in Connecticut, is not licensed as a foreign corporation or other business entity in Connecticut, and owns no real property in Connecticut." Affidavit of Mark Dirsa, ¶ 4.
Unique contends that Koehler purposely directed its activities at Unique, a resident of the forum, through the contract formed by the exchange of documents with its Connecticut office and the numerous ensuing communications with it over an eleven-month period, all relating to its performance of services here. Because this litigation arises from those Connecticut-based contacts and activities, it is fully consistent with due process for Koehler to be sued in Connecticut. Again, the court agrees with Unique.
Here, Koehler has had more than a single contact with Connecticut. This was not a one-time purchasing experience. As pointed out above, Koehler used Unique for multiple purposes, including managing a relationship between Koehler and the vendor-manufacturer. Additionally, there exists a history of contacts between the parties beginning in 2005. While the alleged agreement that is the subject of this suit did not come into being until 2008, there was communication between the companies — at least four times in 2005 and 2006 — when Unique issued quotations to Koehler, although no formal contracts from those quotations followed. See Affidavit of John Rankin, ¶ 5, and exhibit 1 thereto. For these reasons, suit in Connecticut cannot be said to be a surprise to Koehler.
Additionally, looking to the factors provided in Metropolitan Life Ins. Co., supra, it is reasonable for Koehler to defend this action in Connecticut because Connecticut has a strong interest in redressing injuries to its own residents. Koehler has not claimed that it would be burdensome for it to adjudicate Unique's claims in Connecticut. The only other forum in which to bring an action would be Pennsylvania, and Koehler has not presented "a compelling case that the presence of some other considerations would render jurisdiction unreasonable." (Emphasis added.) Metropolitan Life Ins. Co. v. Robertson-Ceco Corp., supra, 84 F.3d 568. It does not argue that defending itself in Connecticut would be any more inconvenient to it than Pennsylvania would be to Unique.
The court concludes that Koehler has properly placed itself within the jurisdiction of this court by entering into a contract with a Connecticut corporate citizen, a contract which was substantially performed here in Connecticut. Koehler has pointed to no considerations that would make the exercise of jurisdiction here unreasonable.
IV
For all the foregoing reasons, the motion to dismiss is DENIED.