Toras Emes Academy of Miami, Inc. v. Inflow Solutions GA, LLC

Filing 55

ORDER: It is hereby Ordered that TEAM's motion to dismiss Counts I and II of Inflow's counterclaim (Doc. 14 ) is GRANTED; ACS' s motion to dismiss Inflow's third-party complaint (Doc. 31 ) is GRANTED; and Inflow's motion to amend its third-party complaint and summons (Doc. 43 ) is DENIED because the Court lacks personal jurisdiction over ACS and Barry, so any amendment would be futile. The Clerk is directed to terminate Advanced Coating Services, Inc. as a Party to this action. Signed by District Judge J. Randal Hall on 3/6/2025. (amd)

IN

FOR

THE

THE

UNITED

SOUTHERN

STATES

DISTRICT

DISTRICT

COURT

OF GEORGIA

AUGUSTA DIVISION

TORAS

EMES

MIAMI,

ACADEMY

INC.

OF

*

d/b/a Yeshiva

Toras Chaim Toras

*

Ernes,
*

Plaintiff,

?k

*

CV

124-038

*

V.

?k

INFLOW SOLUTIONS GA,

*

LLC,

?A*

Defendant/Third-

Party Plaintiff,

?k
k
?k

V.

*
?k

ADVANCED COATING SERVICES,
INC. ,

?k
?k

Third-Party

*

Defendant.

?

ORDE

R

Presently pending before the Court is Toras Ernes Academy of
Miami,

Inc.'s

("Inflow")

{"TEAM") motion to dismiss Inflow Solutions Ga, LLC's

counterclaims

for breach of contract and breach of the

covenant of good faith and fair dealing
Services

Inc.'s

complaint

(Doc.

amended

("ACS")
31);

third-party

following

reasons.

motion

and

Inflow's

complaint
TEAM'S

to

and

motion

(Doc. 14); Advanced Coating

dismiss
motion

summons
to

Inflow's
for

leave

(Doc.

dismiss

third-party

is

43)

to

.

file

an

For

the

GRANTED,

ACS's

motion

to

dismiss

is

GRANTED,

and

Inflow's

motion

to

amend

its

third-party complaint and summons is DENIED.

I.

This

roofing
N>

action

arises

and various

Agreement"),

and

out

other

a

BACKGROUND

of

two

services

subcontract

agreements:

a

contract

for

between TEAM

and

Inflow

(the

performance

of

for

promised therein between Inflow and ACS
1;

Doc.

13,

(the

1,

at

A.

The Agreement Between TEAM and Inflow

building improvement
1,

at 3. )

in Miami Beach,
(Id.

company.

Subcontract").

(Doc.

at 2-3.)

Under the Agreement,

(Doc.

\N

services

the

Inflow was

services

to perform roofing and other

for TEAM in exchange

for

$400,000.

TEAM is a private educational institution located

Florida,
at

1-2;

and Inflow is a Georgia limited liability
Doc.

10,

at

3.)

According to TEAM,

after

Inflow performed its contractual obligations and TEAM paid Inflow
for

its

services,

TEAM

discovered

not in compliance with the
4.)

Upon

discovering

this.

times without response

and,

terms

trying to remedy the defects.
As

a

result,

TEAM

Inflow's

was

defective

and

(Doc.

at

of the Agreement.

TEAM

reached

ultimately,
(Id.

brought

work

at

this

out

to

Inflow

at

6-8.)

Inflow

responded

2

on

several

incurred various damages
5-7.)

action

against

Inflow

breach of contract and violation of Florida code on April
(Id.

1,

May

22,

2024,

3,

for

2024.

answering

the

complaint and asserting counterclaims

against TEAM

for breach

of

contract

(Count I),

breach of the covenant of good faith and fair

dealing

(Count

and

10,

10-13.)

at

Inflow's

II),

TEAM

trespass

then

counterclaim

to

chattels

(Count

III).

(Doc.

to

dismiss

Counts

I

II

moved

(Doc.

14) ,

and

opposition to TEAM'S motion to dismiss
B.

The

Subcontract

Between

Inflow

(Doc.

against

negligence

and

contribution,

(Doc.

at

4-7. )

13,

ACS

Agreement with TEAM,

obligations
that,

under

pursuant

on

June

5,

in

22).^

Inflow filed a third-party

2024,

indemnity,

According

to

asserting

claims

and

breach

of

Inflow,

after

entering

for

contract.
the

Inflow subcontracted with ACS to perform its

the Agreement.

to

responded

of

and ACS

In addition to its counterclaims.
complaint

Inflow

and

the

(Id.

Subcontract,

at

ACS

2-3.)

Inflow

performed

all

alleges

of

the

allegedly defective work referenced in TEAM'S complaint; thus, ACS
may be liable to
(Id.

Inflow.

Inflow for all or part of TEAM'S

at

3.)

ACS

responded,

arguing

claims

the

against

third-party

complaint should be dismissed for insufficient process because the
wrong

party was

named

both

the

and

named

and

lack of personal

correct

responded in opposition (Doc.

1

TEAM

does

otherwise

not

move

filed

an

to

dismiss

party.

(Doc.

jurisdiction
31-1,

at

1. )

against
Inflow

44), and ACS replied in support (Doc.

Count

III

of

Inflow's

counterclaim

and has

not

Nonetheless, TEAM may timely file an answer as to
Count III upon the entry of this Order, as its deadline to file an answer has
See Dotson
been tolled pending the resolution of its partial motion to dismiss.
V. DISH Network, L.L.C., No. 2:19-CV-21, 2019 WL 3483806, at *3 (S.D. Ga. July
31,

answer.

2019).
3

48) .

Inflow also filed a motion to amend its third-party complaint

and summons to correct the

(Doc.

insufficient process.

43.)

All

motions are now ripe for the Court's review.

II.

TEAM

contract

moves

to

dismiss

(Count

I)

and

fair dealing
12(b) (6) .

A.

Legal

TEAM'S

MOTION

TO

Inflow's

breach

of

DISMISS

counterclaims

the

covenant

of

for

good

of

faith and

(Count II) pursuant to Federal Rule of Civil Procedure

(Doc.

14.)

Standard

In considering a motion to dismiss under Rule
Court

breach

tests

the

legal

sufficiency

of

overruled on

Rhodes,

416

U.S.

232,

236

(1974),

Davis

Scherer,

468

U.S.

183

V.

of Civil Procedure 8(a)(2),

the

(1984).

12(b)(6),

complaint.

the

Scheuer

v.

other grounds

by

Pursuant

to

a complaint must contain

Federal
w

a

Rule

short

and

plain statement of the claim showing that the pleader is entitled
to

relief

//

to give the defendant fair notice of both the claim and

the supporting grounds.

Bell Atl.

555

omitted).

(2007)

(citation

allegations

//

unadorned,

the

Ashcroft V.
U.S.

at

are

not

required.

Corp.

v.

Twombly,

Although
Rule

\\

550 U.S.

"detailed

demands

more

544,

factual
than

an

defendant - unlawfully - harmed - me accusation.

Iqbal,

556 U.S.

662,

678

555).

4

(2009)

(quoting Twombly,

ft

550

A plaintiff's pleading obligation
and

and

a

will

not

conclusions.

cause

of

action

formulaic
do.

\\

recitation

'further

factual

550

Twombly,

enhancement.

U.S.

at

I

The

557) .

the

U. S .

elements
at

556 U.S. at 678

Court

need

of

54 5 .

not

a

Nor

devoid

'naked assertions'

Iqbal,

n

of

550

Twombly,

n

does a complaint suffice if it tenders
of

requires more than labels

{quoting

accept

the

pleading's legal conclusions as true, only its well-pleaded facts.
Id.

at

Furthermore,

679.

pursuant

to

issue

law,

of

[Rule

12(b) (6)]

no

support

the

Marshall

Cnty.

the

court

when,

on

N>

may

the

construction

of

of

Marshall

cause
Gas

action.

Dist.,
Inc.

V.

//

992

the

F.2d

dismiss

basis

factual

a

complaint

dispositive

allegations
Bd.

1174

(11th

Cir.

1993)

F.2d 1536,

1539

(11th

922

of

will

Cnty.

1171,

Martin Cnty.,

of

a

Educ.

v.

(citing Exec.

100,

Cir.

Allegations in a complaint must be taken as true and

\>

1991)).

read

...

in the light most favorable to the plaintiffs.

V.

Cleland,

B.

Discussion

TEAM

5 F.3d 1399,

argues

that

1402

(11th Cir.

both

Count

I

1993)

and

ft

Duke

(citation omitted).

Count

II

of

Inflow's

counterclaims fail because the alleged breach is not provided for
in the Agreement.

(Doc.

of team's arguments,

provided by TEAM
Agreement.
it

(Doc.

at 3-7.)

Before addressing the merits

the Court notes it is undisputed the Agreement

(Doc.
1,

14,

1-1)

at 3;

shall be governed by,

is an accurate

Doc.

10,

at 4.)

construed,

5

representation of

the

The Agreement provides

interpreted and

enforced

in

accordance with the laws of the State of Georgia
1,

at

.

(Doc.

n

.

1-

6. )
1.

Count

I:

Breach

of

Contract

Inflow alleges TEAM breached the Agreement by "disallow[ing]
work to be performed .
notice

of

its

Inflow

to

incur

.

. and .

unilateral

decisions

additional

workers.

(Doc.

10,

dismissed

because

Agreement,

and,

at

to

expenses

disallow

for

conduct

violated

this
no

further,

the

allegations are

(Doc.

14,

at

Agreement's terms.

4.)

work,

lodging

TEAM argues

8-9.)

such

. fail [ing] to provide reasonable

.

n

out

claim

causing

of

town

should

provision

in

be
the

contradicted by the

The Court agrees with TEAM.

Failing to allege what contract provision is breached by the
alleged

actions

is grounds

claim.

Adrlassist,

LLC

1293,

1297

(N.D.

Ga.

Inc. ,

947

F.3d

1352,

for dismissal

v.

Lima

2022)

One

of a breach

Cap.,

LLC,

580

(citing Est.

of Bass v.

(11th

2020)

1358

Cir.

of

contract

F.

Supp.

Regions

(finding

3d

Bank,

plaintiff

failed to state a claim because it failed to "allege[ ] any general
or

specific provision of

have

breached")).

any

Inflow

provision of the Agreement

contract
makes

that

that

no

[the

attempt

defendant]
to

might

identify

any

TEAM'S alleged conduct breached.

nor is the Court able to identify any provision upon its own review
of the Agreement.2

(Doc.

13,

at 6-7;

Doc.

22,

at 2-4.)

Thus,

the

2 "While we must accept as true all of [a plaintiff's] well-pleaded allegations,
when an exhibit attached to the
[pleadings]
contradicts the general and
conclusory allegations of the pleading, the exhibit governs." Durham v. Aerial
Funding, LLC, No. 21-13847, 2022 WL 2388423, at *5 (11th Cir. July 1, 2022)
6

Court

finds

TEAM's

Inflow

motion

therefore

2 .

fails

to

to

dismiss

state

a

claim for

Count

I

of

of

breach

Inflow's

contract.

counterclaim

is

GRANTED.

Count

Breach of Covenant of Good Faith and Fair Dealing

II:

Inflow also brings a counterclaim for breach of the covenant

of good faith and fair dealing based on the same conduct as Count
I.

(Doc.

10,

TEAM argues this claim fails because the

at 11-12.)

Agreement does not contain a provision to which the covenant can
be applied.

{Doc.

Under

Georgia

faith

and

good

14,

at

4-6.)

[e]very

law,

fair

breach

of

those

maintained

performance.

Bank

N.

Ga.,

725

336,

903 F.2d 1414,

Georgia

1429

of

explicit

explicit

de jure.

n

Alan's

(11th Cir.

of

339

(Ga.

This implied covenant "modifies

terms

terms

S.E.2d

ft

in

de

a

facto

Atlanta,

1990)

contract,

when

Inc,

preventing

performance

v.

Minolta

(citations omitted)

a
is

Corp.,

(applying

law).

Importantly,

[t]he

implied

covenant modifies

part of the provisions of the contract,

breached

of

contract's

(citation omitted).
all

covenant

the

Ct. App. 2012)
of

a

in

Inv.

meaning

implies

dealing

Secured Realty

the

v.

contract

apart

from

the

contract

and becomes

a

but the covenant cannot be

provisions

it

modifies

and

(citations and internal quotation marks omitted)
(alterations
adopted).
Notably, the Agreement expressly contemplates potential delays in performance,
but it does not prohibit unilateral delays by TEAM, nor does it mention lodging
expenses relating to such or a duty to give Inflow advance notice in the event
(Doc. 1-1, at 4.)
of a delay.
7

therefore
Secured
other

cannot

Realty

words,

\\

provide

Inv.,

there

an

725

is

independent

S.E.2d

no

at

339

independent

for

basis

{citation

cause of

liability.

omitted).

In

action for breach

of the covenant of good faith and fair dealing under Georgia law.
Owens

V.

Pineland

Abuse

Servs.,

July 13,
state

of

2012)

failed

of contract

faith

fair

to

and

state

dealing

contracts
dismiss

fair

claim
it

[the
II

before

dealing

of

the

claim also
F.2d at

did

not

Court

of

was

\\

TO

ACS's

*4

(S.D.

Ga.

breach

of

the

covenant

fails

as

a

any

of

matter

good

explicit

is

to

of

(holding plaintiff

breached").

MOTION

Substance

fails

covenant

allege

&

//

Inflow

1429

counterclaim

is

at

Inflow's

breach

ACS'S

2887007,

because

for

Inflow's

WL

Retardation

Thus,

903

defendant]

III.

Also

2012

claim.

of Atlanta,

when

with

Count

Mental

(citation omitted).

See Alan's

law.

Health,

2:ll-cv-196,

No.

a breach

good

Mental

n

faith

term

TEAM's

therefore

and

in

its

motion

to

GRANTED.

DISMISS

motion

to

dismiss

Inflow's

third-party complaint both because the incorrect party was named
in the summons and for lack of personal
1,

at

1-2.)

named

in the

summons.

was

dissolved

business.

(Id.

at

3.)

on

Specifically,

ACS

contends
in

jurisdiction.
"ACS,

2011

Rather,

and

it

proprietorship owned by Laurence P.

Barry III

party to

this

the

Subcontract

from which

Inc.,"
has

was

the

never

ACS,

("Barry"),

action

(Doc.

arises.

31-

party

carried

the

sole

that was
(Id. at

9.)

ACS

also

naming

the

correct

1,

contends

even

that,

the

Defendant,

if

a

claim

new

summons

would

fail

were

because

the

(Id.

7-

Court lacks personal jurisdiction over ACS and Barry.^
For

13.)

the

reasons

discussed

the

below.

Court

issued

finds

at

it

lacks

personal jurisdiction and therefore does not address the improper
service arguments.
A.

Legal Standard

Claims against third-party defendants are subject to the same

personal

jurisdiction
Inc,

requirements

e.g.,

Marival,

v.

Planes,

1969)

(requiring personal

as

Inc.,

dismiss

for

lack

of

evidentiary

hearing

is

establishing

a prima

facie

non-resident

defendant.

(11th Cir.

1988)

personal

held.

ft

302

F.

Supp.

claims.
201

(N.D.

See
Ga.

jurisdiction over third-party defendant

for third-party claim to go forward).

to

traditional

the

In

the

context

jurisdiction

plaintiff

bears

of

a

motion

in

which

no

the

burden

of

case

of

jurisdiction over the movant.

Morris

v.

SSE,

(citations omitted).

Inc.,

843

F.2d 489,

492

The facts presented in the

3 ACS indicates it will accept service of an amended summons with the correctly
named party, and Inflow has moved for leave to amend its third-party complaint
Under Federal
and summons to correct this error. (Doc. 31-1, at 7; Doc. 40.)
Rule of Civil Procedure 15(a) (2),
a party may amend its pleading with the
However,
Court's leave, which should be given freely,
[i]f a complaint as
amended is still subject to dismissal, leave to amend need not be given.
Halliburton & Assocs., Inc, v. Henderson, Few & Co., 774 F.2d 441, 444 (11th
Cir. 1985) overruled on other grounds by Rodriguez de Quijas v. Shearson/Am.
Exp., Inc., 490 U.S. 477 (1989).
Because, for the reasons expanded upon below,
the Court finds a lack of personal jurisdiction over "ACS, Inc.," ACS, and
Barry, Inflow's amendment would be futile.
Thus, Inflow's motion for leave to
file an amended third-party complaint and summons (Doc. 43) is DENIED.
See
Burger King Corp. v. Weaver, 169 F.3d 1310, 1320 (11th Cir. 1999) ("This court
has found that denial of leave to amend is justified by futility when the
complaint as amended is still subject to dismissal.") (citations and internal
quotation marks omitted).)
tf

9

plaintiff's

complaint

are

taken

as

true

uncontroverted.

Foxworthy v. Custom Tees,

1207

Ga.

n.lO

(N.D.

affidavits

If,

1995) .

challenging

the

to

the

Inc.^

however,

allegations

879 F. Supp.

the

in

they are

extent

defendant

the

1200,

submits
the

complaint.

burden shifts back to the plaintiff to produce evidence supporting
jurisdiction.
Inc.,

Diamond Crystal Brands,

and

affidavits,

part

Where the plaintiff's

supporting

evidence

conflict

with

the

court

must

jurisdiction

analysis.

whether

the

Georgia's
Court

contacts

of

the

re

Id.

//

in
at

exercise

long-arm

must

construe

with the

Id.

(citation

a

nonresident

whether

Amendment.

does

that

coextensive

is

not

Circuit

grant

§

there

to

Int'l

held

in

in

is

to

that

due

subject

must

decide

is

proper

under

Id.

Next,

sufficient

Shoe

the

two-

Court

the

minimum

Due

Process Clause

Co.

v.

326 U.S. 310,

Georgia

procedural

inferences

perform a

9-10-91.
are

& Placement,
has

the

satisfy the

Id. ;

courts

with

Court must

jurisdiction

O.C.G.A.

forum state

statute

defendant

First,

statute,

defendant's

omitted).

1257-58.

personal

the

reasonable

the

Office of Unemployment Comp.
Eleventh

all

Georgia,

of

determine

Fourteenth

The

Int'l,

2010).

determine whether

personal

Food Movers

(11th Cir.

favor of the plaintiff.

To

v.

1257

593 F.3d 1249,

complaint

Inc,

Washington
316

Georgia

(1945).

long-arm

personal

jurisdiction

process.

but

ft

instead

imposes independent obligations that a plaintiff must establish
for the exercise of personal

jurisdiction that are distinct

10

from

the demands of procedural due process.
at

[CJourts

1259.

must

apply

Diamond Crystal^

//

the

specific

593 F.3d

limitations

and

requirements of O.C.G.A. § 9-10-91 literally and must engage in a
statutory examination that is
the

constitutional

analysis

independent of,

to ensure that both,

of the jurisdictional inquiry are satisfied.
B.

and distinct from,
separate prongs

Id.

//

at

1263.

Discussion

ACS

argues

complaint

pursuant

nor Barry are

ACS,

(Doc.

it

the

31-1,

at

Court

should

Rule

12(b)(2)

to

not

maintain

Georgia,

has

no

any

offices

employees

who

solicited

nor

conducted

Florida.

(Doc.

31-2,

at 3.)

contacts

with

only

any

or

reside

neither

argument,

accounts
in

business

state

ACS,

in

Georgia,

outside

the

of

and has

of

Georgia

state

the

at

8-9.)

Specifically,

when.

after

seeing his

Driscoll,

Inflow's

also

traveled

ago.

(Id.)

Finally,

of

were

completely
(Doc.

31-

Barry traveled to Georgia once for work

work

done pursuant

representative,

to

never

ACS contends

to

acting

the Agreement,
in

his

Atlanta

twice

as to "ACS,

Inc.,

on
//

personal

(Id.)

decades

ACS contends it no longer

exists and has never carried on business anywhere.

11

trips

Mr.

personal

capacity, hired Barry to paint his home in Augusta, Georgia.
Barry

of

state

separate from the transaction giving rise to this suit.
1,

Inc.,

ACS contends

As to Barry personally,
the

third-party

jurisdiction in Georgia.

In support of this

4-13.)

Inflow's

because

subject to personal

does

Barry's

dismiss

(Id.

at

3.)

Inflow,

asserts the Court has personal jurisdiction

ACS and Barry pursuant to subsection one of the Georgia long-

over

arm

however,

(Doc.

statute.^

44,

at

acting as an agent of ACS,
the exercise

of personal

Inflow argues a number of Barry,

2.)

and ACS's contacts with Inflow support
jurisdiction over ACS

Inflow is a Georgia company.

(Id.

at 2-4. )

an

ACS,

(1)

Barry,

as

representative.

agent
(2)

of

subcontracting

payment from Inflow,

and

(Id. )

Inflow

Moreover,

jurisdiction

over

ACS's

agent

comports

United

States

1.

ACS

(4)

and Barry because

These

meeting

with

Inflow,

contacts

include

with

Inflow's

(3)

accepting

engaging in negotiations with Inflow.
claims

that

through

Barry's

with

due

the

Constitution.

(Id.

contacts

process

at

exercising
while

personal
acting

requirements

of

as
the

4-5.)

Personal Jurisdiction Under Georgia's

Long-Arm Statute

As noted above, to determine whether it can exercise personal
jurisdiction,

the Court must first examine whether the exercise of

personal jurisdiction is proper under Georgia's long-arm statute.
ACS

contends

there

Georgia's long-arm statute.

is

no

(Doc.

personal
31-1,

jurisdiction

at 7-12. )

under

Inflow contends

jurisdiction is proper under subsection one of the long-arm statute

Inflow does not address personal jurisdiction as to ACS, Barry, and

\\

ACS

Inc.

However,
independently.
Inflow seeks to amend its summons and third-party
complaint to add ACS and Barry as defendants, and its response points only to
conduct of ACS and Barry as grounds for personal jurisdiction under the Georgia
long-arm statute.
(Doc. 44, at 3-4.}
Thus, because Inflow does not allege any
contact between "ACS, Inc.
and the state of Georgia, the Court finds it does
not have personal jurisdiction over "ACS, Inc.",
Therefore, the Court focuses
//

its analysis on the conduct of ACS and Barry.
12

because ACS transacted business in Georgia.
Georgia

(Doc.

44,

at 1.)

The

long-arm statute provides:

A court of this state may exercise personal jurisdiction
over
any
nonresident
or
his
or
her
executor
or
administrator, as to a cause of action arising from any
of the acts, omissions, ownership, use, or possession
enumerated in this Code section, in the same manner as
if he were a resident of this state, if in person or
through an agent, he or she: (1) Transacts any business
within this
O.C.G.A.

§

of

Georgia

the

state[.]

9-10-91 (1) .

To meet the "transacts any business" prong

long-arm

statute,

a

nonresident

defendant

must

purposefully do some act or consummate some transaction in Georgia.

Diamond Crystal,
Grieves,

631

Based

593

F.3d at 1264

S.E.2d 734,
on

the

736-37

record

(citing Aero Toy Store,

(Ga.

before

Ct.
the

Georgia

on

behalf

of

transactions with a Georgia company,
company,

entered

into

an

under

a

literal

Barry transacted business

Barry

ACS.

2006)).

Court,

interpretation of the long-arm statute.
in

App.

LLC v.

negotiated

business

emailed a quote to a Georgia

agreement

and

worked

with

a

Georgia

company on the underlying project over several weeks,

and derived

revenue from a Georgia company.

(Doc.

Nothing in

subsection

statute

one

of

the

long-arm

31-2,
\\

at 2-3.)

requires

the

physical

presence of the nonresident in Georgia or minimizes the import of
a nonresident's
Clinical
620

&

S.E.2d

Directional

intangible

Consulting
352,

Energy

355

contacts with

Servs.,
(Ga.

Corp.,

LLC.

2005);

904

F.
13

v.

First

see

Supp.

the

State.
Nat'l

Power

2d

//

Innovative

Bank

of

Guardian

1313,

1320

Ames,

LLC

(M.D.

v.

Ga.

{finding

2012)

personal

intentional

contact

and

with,

sale

of

products

acceptance

of

to,

electronic

payment

from a

and

Georgia

company sufficient to constitute "any business" despite defendant
never

entering

the

state

of

Georgia

while not

directly tied to

Barry traveled to and completed work in

the transaction at issue,

the

Moreover,

state).

as part

of

a

transaction

that

spawned

from

(Doc.

31-

his work on behalf of ACS pursuant to the Subcontract.
2,

at

Therefore,

3.)

while ACS and Barry largely lack a physical

presence in Georgia,
are

sufficient

to

their contacts with the

satisfy

the

requirements

state,
of

in totality.

O.C.G.A.

§

9-10-

91(1).

2.

Constitutional Requirements

Having

found

that

exercise of personal
due process
Process

long-arm

jurisdiction,

component

Clause

Georgia's

of

protects

the
an

statute

permits

the

the Court must now address the

jurisdictional

individual's

analysis.

liberty

interest

The

Due

in

not

being subject to binding judgments imposed by foreign sovereigns.
Diamond Crystal,
requires

that

593 F.3d at 1267
(1)

a

nonresident

contacts with the forum state and

does not offend
justice.
V.

Hall,

I

n

Id.

(citation omitted).
defendant
(2)

has

//

Due process

certain

minimum

the exercise of jurisdiction

'traditional notions of fair play and substantial
(quoting Helicopteros Nacionales de Colombia,

466 U.S.

408,

414

(1984)).

14

S.A.

a.

To

Minimum

satisfy

Contacts

the

minimum

contacts

analysis,

demonstrate that ACS or Barry "purposefully availed
the protection and
\\

laws

of

the

should reasonably anticipate

state

of

inquiry is the notion of

\\

must

themselves

court

n

to

that they

such

here.

471 U.S. 462, 474

(quoting Burger King Corp. v. Rudzewicz,
At the heart of the

ff

Georgia,

being haled into

Inflow

Id.

(1985)) .

fair warning.

Id.

ft

The fair warning requirement

is met when

a nonresident defendant

deliberately

significant

activities

\\

forum]
the

in

state or create[s]

forum.

Put

engage[s]

Id.

//

differently,

contacts

with

the

at

within

continuing obligations with residents of

1268

(citing Burger

the

defendant

forum

state.

King,

must

and

471

U.S.

purposefully

there

must

nexus between those contacts and the litigation.

be

a
Id.

at

or

Barry

continuous

personally

contacts

because

with

the

neither

state

of

has

480).

establish
significant
at

1267.

ACS argues the Court does not have personal jurisdiction
ACS

[the

over

systematic

Georgia,

neither

and
has

purposefully availed themselves of the benefits of Georgia's laws.

and Barry's contacts with the forum state do not give rise to the
cause

of

action.

(Doc.

31-1,

at 12-14.)

Inflow argues by entering

the Subcontract with a Georgia company, ACS established continuing
obligations

in Georgia

court in Georgia.

(Doc.

and had
44,

at

a

fair warning of being haled

4-5.)

15

to

ACS

is

a

foreign

company

employees

in Georgia,

does

not

has

conducted

business

that

does

not

have

offices

in Georgia,

solicit business

3. )

Although ACS entered the Subcontract with a Georgia company,

this

transaction,

without

more,

process

requirements.

In

noted

entering

that

standing

alone,

contacts

at

with

an

{"If

the

question

out-of-state

Crystal,

with

a

automatically

at

1267;

is

party

see

that

it

of the contract,
The

of

for

the

contemplated future

must

be

on

the

minimum

King,

471

individual's

U.S.

contract

whether

home

Instead,

when

contacts.

transaction

including

consequences,

the

we

minimum

the

terms

Id.

(citation

nonresident

defendant

and the actual course of dealing.

focus

state.

cannot.")

relationship

substance

another

forum,

is

the

Circuit

party's

clearly

on

Eleventh

establish

answer

focus

the

automatically

other

must

due

can

the

contractual

the

satisfy

an

in

the

satisfy

also Burger

whether

alone

to

citizen of

contacts

prior negotiations,

w

insufficient

minimum

the

omitted).

not

F.3d

inspecting
courts

a contract

does

Georgia.

Diamond

593

sufficient

believe

is

test.

478-79

in

31-2,

and

at

never

(Doc.

or

//

deliberately engaged in significant activities within a state or

created continuing obligations with residents of the forum.
at 1268

(citing Burger King,

471 U.S. at 480) .

This

focus

n

Id.

ensures

that a defendant will not be subject to jurisdiction based solely
on

'random,'

King,

471 U.S.

'fortuitous,'

at

475

or

'attenuated'

(citations omitted).

16

contacts.

ft

Burger

Inflow relies on Diamond Crystal to support its position that
(Doc.

the Court has personal jurisdiction over ACS.
In that case,
sufficient

44,

at

4-5.)

the Eleventh Circuit found the defendant established

minimum

when

contacts

it

purposefully

carried

on

a

substantial and ongoing relationship with a Georgia manufacturer,
specified

delivery

by

'customer

pickup'

transferred legal title to product
to

Savannah

Crystal,

twelve

the

transaction

in Savannah,

transactions.

Eleventh

Circuit

involved meaningful

and

and sent payments

fourteen

The

took

Savannah,

noted

Diamond

ff

that

contact with

"each

Georgia,

by purposefully engaging in fourteen transactions in just six

months,

[the

defendant]

relationship with

the

of

593 F.3d at 1267.

individual
and,

on

in

present

and

a

substantial

a Georgia manufacturer.

facts,

substantial

established

there

ongoing

is

simply

Id.

ff

no

at

similar

and

ongoing

1269.

Under

evidence

of

a

relationship

necessary

to

establish

completed

project

for

Inflow

personal jurisdiction.

While

ACS

admittedly

one

Florida prior to the one giving rise to this action,

to

present

any

evidence

suggesting ACS

Inflow

fails

regularly contracts

with

Georgia residents or has continuing obligations to Inflow.
based

on

the

allegations,

it

perform an isolated project
work,

asked

Florida.

ACS

{Doc.

appears

Inflow

in Florida and,

complete

one

additional

31-2,

at 2.)

This

is

17

a

sought

out

Rather,

ACS

to

upon concluding that

to

not

in

isolated

case

project

where ACS

in

reached

out

to

a

Georgia

contracting
advertised

that
its

resident

the

work

business

or

had

knowledge

had

any

relation

as

exclusively

at

to

the

time

of

Georgia.

serving

ACS

Florida;

received ACS's information from a Florida-based company;

Inflow

all face-

to-face communications and work were performed in Florida; payment
was made

and

received

in

behalf took place in Florida.
3.)

and

Florida;

(Doc.

all

communications

31-3,

at

9;

Doc.

on

ACS's

31-2,

at 2-

The only aspect of the Subcontract that involved the state of

Georgia

was

the

fact

that

Inflow

is

a

Georgia

company.

which

is

not enough for personal jurisdiction.
Aside

contacts

from

ACS

the

or

contractual

Barry

had

with

relationship

at

Georgia

the

personally completed for Mr.

Driscoll

personal

trips

to

years

However,

these

contacts

attenuated

contacts

Atlanta

that

does not argue otherwise.
cannot

the

amount

minimum

requirements.

to

\\

in Georgia,

prior.

are

exactly

do

not

the

satisfy

(See Doc.

44,)

significant activity

contacts
Moreover,

necessary
while

to

//

project

due

only
Barry

and Barry's two

(Doc.

type

the

of

31-2,

at

3. )

fortuitous

and

process,

and

Inflow

Barry's one-off project
and thus does not provide

satisfy

work

the

due

Barry performed

process
for

Mr.

Driscoll spawned from his work for ACS under the Subcontract,

the

transaction was wholly separate

the

were

issue,

from the transaction giving rise

to this suit and involved neither Party to the Subcontract.
31-2,

at 2.)

(Doc.

Barry's two personal trips to the Atlanta area years

18

prior are even more attenuated and bear no relationship at all to
the

transaction

at

Thus,

issue.

Inflow has

failed to present any

evidence establishing a substantial nexus between Barry's contacts
with

Georgia

and

the

current

lawsuit.

cannot be the basis of personal

As

such,

Fair Play and Substantial Justice

Despite

finding neither ACS or Barry has

with

whether

the

the

fair

state
play

of
and

Georgia,

the

substantial

lesser

showing

required,'

the

jurisdiction

CIV,

2008

Robinson
1996).

WL
v.

court

after

justice inquiry.

of

ft

minimum

contacts

may

it

find

engaging

in

Giarmarco

at
&

*5

the

(S.D.

Bill,

In making this inquiry,

must

justice
w

than

P.C.,

fair

also

examine

weigh

factors

In some cases,

would

reasonable

United States v.

4998796,

sufficient minimum

Court

favor of exercising personal jurisdiction.
a

contacts

jurisdiction.

b.

contacts

these

to

play

and

and

the

substantial

ETJ Mqmt.,

Inc.,

No.

07-22770-

Fla.

Nov.

20,

2008)

{quoting

74

F.3d

253,

259

(11th

the court considers

shared

interest

of

the

states

in

furthering fundamental substantive social policies.
Robinson,

74

F.3d

at

259

(citing

477) .

19

be

personal

the burden on the defendant in defending the lawsuit,
the forum state's interest in adjudicating the dispute,
the plaintiff's interest in obtaining convenient and
effective
relief,
the
interstate
judicial
system's
interest in obtaining the most efficient resolution of
controversies

'upon

otherwise

assert

in

Burger

King,

471

U.S.

at

Cir.

Here,

none

jurisdiction

of

these

despite

factors

insufficient

justify
minimum

burden on ACS of traveling to Georgia is not
is

the

burden

on

Inflow

to

travel

to

exercising

personal
While

contacts.

neither

significant,
It

Florida.

is

the

clear

from

the facts of this case Inflow regularly does business in and sends
representatives to the state of Florida.

Inflow

can

easily

obtain

convenient

bringing a suit against ACS in Florida.

(Doc.

and

31-2,

at 3.)

effective

Additionally,

Thus,

relief

by

none of the

remaining factors compel the Court to lessen the required minimum
contacts

to

WL 4998796,

exercise personal

at

*5

{finding the

jurisdiction.

See

ETJ Mgmt.,

2008

isolated mailing of a deed to the

plaintiff in Florida when the heart of the conduct giving rise to
the

claim occurred

contacts

In

justify

lessening minimum

threshold).

short.

of personal

with

in Maryland did not

Georgia

analysis,

Inflow has

failed to establish a prima

facie case

jurisdiction over ACS or Barry because their contacts

are

too

attenuated to

satisfy the

minimum

contacts

and the notions of fair play and substantial justice do

not support finding otherwise.

To exercise such jurisdiction would

violate ACS and Barry's rights under the Due Process Clause of the
Fourteenth Amendment.

Therefore,

third-party complaint

(Doc.

31)

ACS's motion to dismiss Inflow's

is GRANTED.

20

IV.

For
motion

14)

is

the

to

IT

foregoing reasons.

dismiss

GRANTED;

complaint

CONCLUSION

(Doc.

Counts

ACS's

31)

I

and

II

motion

to

is GRANTED;

of

lacks

amendment

personal

would

be

Advanced Coating Services,
ORDER ENTERED

at

(Doc.

The

Inc.

Augusta,

ORDERED

Inflow's

dismiss

jurisdiction

futile.

HEREBY

that

TEAM'S

counterclaim

Inflow's

(Doc.

third-party

and Inflow's motion to amend its

third-party complaint and summons

Court

IS

over

Clerk

is DENIED because the

43)

ACS
is

and

Barry,

DIRECTED

to

so

any

TERMINATE

as a Party to this action.
Georgia

'4k

this

day

of

March,

2025.

A

!

?

honorabl::

j.

raudal

hall

^ UNITED SPATES DISTRICT JUDGE
'^SOUTHERN DISTRICT OF

21

GEORGIA