United States District Court, W.D. Missouri, Western Division
ORDER AND OPINION GRANTING DEFENDANT IPL, INC.'S
MOTION TO DISMISS FOR LACK OF PERSONAL JURISDICTION
PHILLIPS, CHIEF JUDGE UNITED STATES DISTRICT COURT.
has sued IPL, Inc., (“IPL”), and IPL USA, Inc.,
(“IPL USA”), asserting claims for breach of
warranty and breach of contract. IPL seeks dismissal for lack
of personal jurisdiction. After considering the parties'
arguments, the Motion to Dismiss, (Doc. 20), is
GRANTED and Plaintiff's claims against
IPL are DISMISSED WITHOUT PREJUDICE.
is a Delaware limited liability company with its principal
place of business in Minnesota; its sole member is a Kansas
corporation with its principal place of business in Kansas.
(Doc. 18, ¶ 5.) Plaintiff manufactures dairy food
products, including frozen yogurt and ice cream. (Doc. 18,
¶¶ 1, 11.) IPL is a Canadian corporation with its
principal place of business in Quebec. (Doc. 18, ¶ 6.)
IPL USA is Missouri corporation with its principal place of
business in Lee's Summit, Missouri, and it is a
wholly-owned subsidiary of IPL. (Doc. 18, ¶ 7.) Apart
from these two allegations, Plaintiff refers to the two
companies collectively. (Doc. 18, ¶ 1.) Collectively,
Defendants “are highly-specialized consumer packaging
engineer-manufacturers.” (Doc. 18, ¶ 1; see
also Doc. 18, ¶ 12.) “In or before August
2015, [Plaintiff] sought a specialist that could provide
containers suitable for the low-temperature storage and
handling conditions of a traditional frozen- dairy-product
supply chain.” (Doc. 18, ¶ 13.) Negotiations
ensued and culminated with a contract for Plaintiff to be
supplied the one-pint containers it sought. (Doc. 18, ¶
containers proved to be defective in that the containers
broke, causing pieces of plastic to be found in the food.
(Doc. 18, ¶¶ 32-40.) In April 2017, Plaintiff
recalled all products using the containers in question. (Doc.
18, ¶ 43.) Plaintiff has now filed suit, asserting
claims for (1) breach of express warranty, (2) breach of the
implied warranty of merchantability, (3) breach of the
implied warranty of fitness for a particular purpose, and (4)
breach of contract (for alleged breach of an indemnification
argues that it lacks the minimum contacts necessary to be
subject to personal jurisdiction in Missouri, and in this
regard has provided an affidavit attesting that it did not
enter a contract with Plaintiff for this particular
container. Plaintiff points to its allegations that it
entered into a contract with both Defendants. It also points
to other contracts it entered with IPL to demonstrate that it
has a business relationship with IPL and to suggest that
their relationship is centered in Missouri. Plaintiff also
argues that IPL consented to jurisdiction in Missouri. The
Court resolves these arguments below.
survive a motion to dismiss for lack of personal jurisdiction
a plaintiff need only make a prima facie showing of personal
jurisdiction over the defendant.” Pecoraro v. Sky
Ranch for Boys, Inc., 340 F.3d 558, 561 (8th Cir. 2003)
(citing Digi-Tel Holdings, Inc. v. Proteq Telecomm.
(PTE), Ltd., 89 F.3d 519, 522 (8th Cir.1996)). A
plaintiff's prima facie showing “must be tested,
not by the pleadings alone, but by affidavits and exhibits
supporting or opposing the motion.” K-V Pharm. Co.
v. J. Uriach & CIA, S.A., 648 F.3d 588, 592 (8th
Cir. 2011). Moreover, while the plaintiff bears the burden of
proving, by the preponderance of the evidence, that personal
jurisdiction exists, unless the Court holds a hearing the
facts must be viewed in the light most favorable to the
plaintiff, and all conflicts must be resolved in the
plaintiff's favor. E.g., Fastpath, Inc. v. Arbela
Technologies Corp., 760 F.3d 816, 820 (8th Cir. 2014).
deciding whether Plaintiff has made a prima facie showing of
personal jurisdiction, the Court must conduct two separate
inquiries. First, the Court must determine whether
Defendants' conduct was covered by Missouri's
long-arm statute. Second, the Court inquires whether the
exercise of jurisdiction comports with the Due Process Clause
of the Fourteenth Amendment. See Myers v. Casino Queen,
Inc., 689 F.3d 904, 909-10 (8th Cir. 2012) (citing
Bryant v. Smith Interior Design Grp., Inc., 310
S.W.3d 227, 231 (Mo. 2010)). Personal jurisdiction exists
only if both the long-arm statute and the Due Process Clause
are satisfied. For ease of discussion, the Court will focus
on the Due Process Clause.
Process Clause permits the exercise of two types of personal
jurisdiction: general and specific. See Bristol-Myers
Squibb Co. v. Superior Court of California, San Francisco
Cty., 137 S.Ct. 1773, 1779-80 (2017). General personal
jurisdiction allows courts to hear “any and all claims
against a defendant if its affiliations with the State are so
continuous and systematic as to render it essentially at home
in the forum State.” Creative Calling Sols., Inc.
v. LF Beauty Ltd., 799 F.3d 975, 979 (8th Cir. 2015)
(cleaned up) (quoting Daimler AG v. Baumann, 571
U.S. 117, 126-27 (2014)). “Specific jurisdiction, by
contrast, is proper when a defendant has certain contacts
with the forum State and the cause of action arises out of
those contacts.” Id. The issue in this case is
whether the Court may exercise specific personal jurisdiction
over Defendants; Plaintiff has not argued that general
personal jurisdiction is applicable.
personal jurisdiction requires “that a defendant have
certain ‘minimum contacts' with the forum
State[.]” Creative Calling, 799 F.3d at 979
(quoting World-Wide Volkswagen Corp. v.
Woodson, 444 U.S. 286, 291 (1980)). “[T]he Eighth
Circuit has established five factors that must be considered
in determining whether sufficient minimum contacts exist for
personal jurisdiction: (1) the nature and quality of the
contacts with the forum state; (2) the quantity of the
contacts; (3) the relationship of the cause of action to the
contacts; (4) the interest of [the forum state] in providing
a forum for its residents; and (5) the convenience or
inconvenience to the parties.” K-V Pharm., 648
F.3d at 592-93 (citations and quotations omitted).
“Although the first three factors are primary factors,
and the remaining two are secondary factors, we look at all
of the factors and the totality of the circumstances in
deciding whether personal jurisdiction exists.”
critical issue raised by the parties is whether Plaintiff and
IPL entered into a contract calling for the manufacture of
the containers in Missouri, because such a contract would
constitute a significant contact with Missouri and
Plaintiff's claims would arise from such a contract. The
Court acknowledges that this appears to be a merit-based
issue. And, if Plaintiff were to present some indication that
it entered a contract with IPL that specifically contemplated
the containers' manufacture in Missouri, the Court might
be compelled to conclude (at least for the present) that it
has personal jurisdiction over IPL. However, beyond the
Amended Complaint's allegations, Plaintiff has carefully
avoided presenting such an indication.
part, IPL has - through affidavits - denied manufacturing or
selling the containers at issue. (E.g., Doc. 20-2,
¶¶ 7-9.) In response, Plaintiff relies on the First
Amended Complaint's allegation that IPL “entered a
supplier-purchaser relationship with [Plaintiff] to
manufacture the Containers in Missouri and sell them from
Missouri to [Plaintiff].” (Doc. 27, p.
However, the paragraphs of the First Amended Complaint that
are identified - paragraphs 10, 19, 20, and 30 - do not
allege that such a contract between Plaintiff and IPL
existed. More importantly, as stated earlier the Court must
consider affidavits and exhibits supporting or opposing
IPL's motion. In responding to IPL's affidavit
denying that there is a contract between it and Plaintiff,
Plaintiff presents a contract that “reflects one or
more of several transactions between” it and IPL.
Notably, this contract is not for the containers in question,
(Doc. 27-1, pp. 4-23),  and Plaintiff does not provide any
other documentation suggesting that such a contract
exists. Plaintiff also supplies a series of emails
involving the defective containers, but the emails
demonstrate (and an affidavit from IPL USA confirms) that
Plaintiff corresponded with employees of IPL USA about the
containers at issue in this case. (Doc. 27-1, pp. 28-30; Doc.
31-1, ¶¶ 1-2, 7.)
Plaintiff has not presented prima facie evidence suggesting
that it entered a contract with IPL for the manufacture of
the defective container, much less that any such contract
called for the manufacturing to take place in Missouri. More
particularly, Plaintiff has not responded to IPL's
affidavit by presenting an affidavit or other documentation
that, when construed in its favor, would permit such a
conclusion. Given that the Court must consider IPL's
affidavit and cannot rely solely on the Amended Complaint,
for present purposes the Court concludes that no such
contract exists. Therefore, the nature, quality and quantity
of IPL's contacts with Missouri are greatly diminished.
IPL is not subject to jurisdiction simply because its
subsidiary - IPL USA - entered a contract and is subject to
jurisdiction in Missouri. See Daimler AG v. Bauman,571 U.S. 117, 136-37 (2014). For the reasons stated above, the
Court cannot conclude that this suit arises from IPL's
connections with IPL USA, or its connections with the State
of Missouri. Plaintiff is not a resident of Missouri, so
Missouri has no interest in ...