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Arrow Truck Sales, Inc. v. Top Quality Truck & Equipment

United States District Court, W.D. Missouri, Western Division

August 12, 2014



ORTRIE D. SMITH, Senior District Judge.

Pending is Defendants' Motion to Dismiss for Insufficient Service of Process and Lack of Personal Jurisdiction (Doc. # 6). Plaintiff opposes the Motion. All parties request that in the alternative, the Court transfer the case the Middle District of Florida.[1] The Court concludes that personal jurisdiction is lacking, and the case is transferred to the Middle District of Florida.


Plaintiff, Arrow Truck Sales, Inc. ("Arrow Truck"), is a corporation organized and existing under the laws of Missouri with its principal place of business in Missouri. It is in the business of buying and selling used semi-trucks and trailers. Defendant Top Quality Truck & Equipment ("Top Quality") is a corporation organized and existing under the laws of Florida. Joe Gelfo ("Gelfo"), an employee of Top Quality, is an individual and resident of Florida. Top Quality maintains no offices in the State of Missouri.

On December 13, 2013, Gelfo contacted Nick Lombardo ("Lombardo"), an employee of Arrow Truck who worked at the Corporate Office in Kansas City, Missouri. Gelfo inquired whether Arrow Truck would be interested in purchasing twelve trucks, which were located in Memphis, Tennessee. Between December 13, 2013, and January 24, 2014, Gelfo sent Lombardo several emails offering to sell the trucks at different terms. Gelfo and Lombardo engaged in multiple telephone conversations and email exchanges regarding the trucks and potential terms for the transaction. During these conversations, multiple offers and counteroffers were made. Finally, during a January 24, 2014 telephone conversation, Gelfo and Lombardo agreed on a price for the trucks, subject to trade terms and several conditions. Before Arrow Truck would pay for the trucks, Arrow Truck had to verify that Top Quality was the owner of the trucks, a representative of Arrow Truck had to inspect the trucks, and Arrow Truck and Top Quality had to reach an agreement on any necessary repairs and/or price adjustments.

Following the January 24, 2014 telephone conversation, Gelfo sent Lombardo copies of the front of the twelve truck titles and a copy of the back of one title. The front of the twelve titles did not show that Top Quality owned the trucks. Lombardo reviewed the single reverse side provided and it appeared to him that Tri State Truck Enter, Inc. had assigned ownership of the at-issue truck to Top Quality. Plaintiff alleges that at no time did Top Quality or Gelfo tell Lombardo that any other company or person owned the trucks or that there were any liens against the trucks. Plaintiff now contends that Top Quality was not the actual owner of the trucks and VFS Leasing Co. still had a lien on the trucks.

After the January 24, 2014 telephone conversation, Gelfo sent Lombardo an invoice at Arrow Truck's Corporate Office. The invoice provided instructions for payment via wire transfer with wiring instructions for Top Quality at its bank in Florida. On January 31, 2014, a representative of Arrow Truck inspected nine of the trucks in Tennessee. On February 3, 2014, Lombardo emailed Gelfo and indicated that certain repairs should be made to the nine trucks. Top Quality subsequently made the repairs.

On February 12, 2014, Lombardo authorized payment for the nine trucks that had been inspected. After the February 12 payment was made, Lombardo communicated to Gelfo that Arrow Truck would purchase the remaining three trucks based on an understanding that each would be in acceptable condition at delivery. On February 13, 2014, Lombardo authorized the payment for the additional three trucks. Plaintiff contends that it made payment to Top Quality. The trucks were never delivered to Arrow Truck because Top Quality alleges it never received payment.[2]

Top Quality did not send any employees into Missouri and no employees of Top Quality entered Missouri in connection with the transaction. Gelfo never entered Missouri in connection with the transaction and his only contacts with Missouri were telephone and email exchanges with Lombardo and other Arrow Truck representatives.

Plaintiff sued Defendants in state court and the case was removed to federal court. Plaintiff's state-court petition ("Complaint") alleges two counts (1) breach of contract based on Defendant's failure and refusal to deliver possession of the trucks to Arrow Truck; and (2) fraud and misrepresentation based on the claim that Defendants induced Arrow Truck to purchase the trucks by sending titles purporting to show that Top Quality was the owner of the trucks, but Top Quality was not the owner of the trucks and the trucks remained encumbered with liens. Plaintiff contends it would not have tendered payment for the trucks but for the fact that Defendants had represented Top Quality owned the trucks free and clear of any liens and/or encumbrances.


"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. Hentzen Coatings, Inc., 380 F.3d 1070, 1072 (8th Cir. 2004). "If the defendant controverts or denies jurisdiction, the plaintiff bears the burden of proving facts supporting personal jurisdiction." Id. Plaintiff's "showing must be tested, not by the pleadings alone, but by the affidavits and exhibits presented with the motions and in opposition hereto." Id. (internal quotation marks omitted).

There are two broad categories of personal jurisdiction. "Specific jurisdiction refers to jurisdiction over causes of action that arise out of' or relate to' a defendant's activities within a state." Lakin v. Prudential Securities, Inc., 348 F.3d 704, 707 (8th Cir. 2003) (citing Burger King Corp. v. Rudzewicz, 471 U.S. 462, 472 (1985)). "General jurisdiction, on the other hand, refers to the power of a state to adjudicate any cause of action involving a particular defendant, regardless of where the cause of action arose." Id. (quotation omitted). The issue in this case is whether Defendants are subject to specific jurisdiction and there is no need to discuss general jurisdiction further.

A federal court in a diversity suit may exercise personal jurisdiction only if (1) defendant's conduct was covered by Missouri's long-arm statue; and (2) the exercise of jurisdiction comports with the Due Process Clause of the Fourteenth Amendment. Dairy Farmers of America, Inc. v. Bassett & Walker Intern., Inc., 702 F.3d 472, 475 (8th Cir. 2012); see also Myers v. Casino Queen, Inc., 689 F.3d 904, 909 (8th Cir. 2012). Courts must conduct both parts of this inquiry. See Dairy Farmers of ...

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