United States District Court, W.D. Missouri, Central Division
NANETTE K. LAUGHREY, District Judge.
Plaintiff Zucker Feather Products filed this lawsuit against Defendant Holiday Image alleging breach of contract, suit on account, quantum meruit, and unjust enrichment. Zucker Feather alleges that it entered into agreements with Holiday Image whereby Zucker Feather would manufacture and deliver feather wing products for nonparty Victoria's Secret, that the wings were manufactured and delivered as requested, and that Holiday Image failed to pay the invoices on those agreements. Before the Court is Holiday Image's Motion to Dismiss for Lack of Personal Jurisdiction, [Doc. 18]. For the reasons set forth below, the Motion is denied.
Plaintiff Zucker Feather Products is a Missouri corporation with its principal place of business in California, Missouri. It has a factory in China and a showroom in New York. Defendant Holiday Image is a Delaware limited liability company. It has two members, both of whom reside in New York. Zucker Feather manufactures and supplies wholesale feather products. Holiday Image provides custom holiday decor and seasonal visual displays to malls, store, hotels, and office buildings.
In 2011, Holiday Image approached Zucker Feather and asked for assistance in designing and manufacturing angel wings for Holiday Image to be delivered to Victoria's Secret for the 2011 holiday season. Zucker Feather provided feathers to Holiday Image so that it could prepare samples to present to Victoria's Secret in an effort to secure a bid. Holiday Image was ultimately awarded the wings bid with Victoria's Secret.
Thereafter, Holiday Image submitted purchase orders to Zucker Feather for the mass production of wings in 2011, 2012, 2013, and 2014. Over a four year period, Holiday Image sent a total of twenty-five purchase orders to Zucker Feather in Missouri, totaling approximately $4.3 million in products and services. These purchase orders were confirmed by Zucker Feather with a sales confirmation form. In preparation for each holiday season, Victoria's Secret sent Holiday Image designs and examples to be replicated. Zucker Feather employees and Holiday Image employees worked together in New Jersey to develop prototype replicas of samples sent to Holiday Image from Victoria's Secret. The samples and prototypes were then sent to Zucker Feather in Missouri, where Zucker Feather employees measured, photographed, and dissected the wings in order to determine how to reconstruct them for mass production and to determine cost. Prototypes were also created at Zucker Feather's Missouri location and sent to Holiday Image for approval or correction. Samples and instructions were then sent from Zucker Feather in Missouri to its factory in China for mass production. The wings were shipped from China directly to Victoria's Secret in Ohio.
Although the wings were manufactured in Zucker Feather's Chinese factory, Zucker Feather employees performed several tasks necessary for the completion of the purchase orders in Missouri, including: coordination of all aspects of manufacturing the product, creating and reviewing wing specifications and prototypes, preparing and testing samples to be sent to Holiday Image, arranging for the sourcing of the feathers to be used in the wings, preparing daily instructions for the factory, and preparing production schedules, customs documents, and shipping information. Zucker Feather permitted Holiday Image to purchase the wings on credit with an initial down payment. The down payment and final payment were paid to Zucker Feather in Missouri.
Holiday Image visited Zucker Feather's Chinese factory, visited Zucker Feather's showroom in New York, and hosted Zucker Feather representatives at its New Jersey location, but Holiday Image representatives never travelled to Missouri. Instead, over the course of their relationship, Holiday Image employees sent more than 1, 500 emails to Zucker Feather in Missouri related to the fulfillment of the purchase orders. Several Holiday Image employees called Zucker Feather employees in Missouri. Holiday Image sent dozens of samples, prototypes, and specification books to Zucker Feather in Missouri for the purpose of completing the purchase orders.
The purchase orders at issue in this case were submitted by Holiday Image to Zucker Feather's Missouri facility in July and September 2014. In March 2014, Holiday Image representatives approached a Zucker Feather representative at a trade show in Las Vegas and asked Zucker Feather to prepare feather samples for the 2014 holiday wings. Zucker Feather employees selected hundreds of feathers and sprayed them with various paints, and completed samples were sent from Missouri to Holiday Image in April 2014. In May 2014, Holiday Image sent wing specifications and feather samples to Zucker Feather in Missouri. Zucker Feather analyzed the specifications and feathers and started the process of pricing the wings, sourcing the feathers, and preparing detailed factory instructions. That same month, representatives from Zucker Feather and Holiday Image spoke at length over the telephone regarding the use of certain feathers and techniques. From June 2014 to September 2014, Holiday Image sent Zucker Feather more than 200 emails and called Zucker Feather approximately 160 times at its Missouri location. These emails and phone calls were related to wing sampling, wing dimensions, pricing updates, corrective action plans, coordination of samples with existing prototypes, packing specifications, feather sourcing, factory visit arrangements, shipping specifications, delivery, and customs. In August and September 2014, Zucker Feather issued sales confirmations confirming each of the purchase orders.
The 2014 wing orders were manufactured in China and timely delivered to Victoria's Secret in Ohio. Zucker Feather then issued invoices to Holiday Image reflecting the total amount due for each purchase order with final payment from Holiday Image due on September 30, 2014. Despite multiple demands by Zucker Feather, $534, 303.43 remains outstanding under the invoices.
Holiday Image argues that Zucker Feather's claims against it must be dismissed for lack of personal jurisdiction. In particular, Holiday Image contends that this Court cannot exercise specific personal jurisdiction over it because its contacts are insufficient to trigger Missouri's long-arm statute and inconsistent with the Due Process Clause of the Fourteenth Amendment. Zucker Feather argues that Holiday Image has sufficient contacts to establish either general or specific personal jurisdiction, but focuses primarily on the existence of specific personal jurisdiction in its brief opposing dismissal. As the party asserting that personal jurisdiction exists, Zucker Feather has the burden of proving facts sufficient to make a prima facie showing of jurisdiction. See Miller v. Nippon Carbon Co., Ltd., 528 F.3d 1087, 1090 (8th Cir. 2008).
Specific personal jurisdiction "refers to jurisdiction over causes of action arising from or related to a defendant's actions within the forum state." Viasystems, Inc. v. EBM-Papst St. Georgen GmbH & Co., KG, 646 F.3d 589, 593 (8th Cir. 2011). It depends on an "affiliation between the forum and the underlying controversy, principally, activity or an occurrence that takes place in the forum [s]tate and is therefore subject to the [s]tate's regulation." See Goodyear Dunlop Tires Operations, S.A. v. Brown, 131 S.Ct. 2846, 2851 ...