DAYS INNS WORLDWIDE, INC. v. MILLER

Filing 22

OPINION fld. Signed by Judge Claire C. Cecchi on 11/19/14. (sr, )

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NOT FOR PUBLICATION UNITED STATES DISTRICT COURT DISTRICT OF NEW JERSEY DAYS INNS WORLDWIDE, INC., Plaintiff, Civil Action No.: 13-03276 (CCC) OPINION v. GREG MILLER, Defendant. CECCHI, District Judge. This matter comes before the Court upon the Motion of Defendant Greg Miller ("Defendant") to Dismiss the Complaint of Plaintiff Days Inns Worldwide, Inc. ("Plaintiff'). Pursuant to FED. R. Crv. P. 78, no oral argument was heard. Based on the following and for the reasons expressed therein, Defendant's Motion to Dismiss is granted. I. BACKGROUND 1 Plaintiff is a Delaware corporation with its principal place of business in Parsippany, New On April 11, 1 state courts cases arising out of the License Agreement. Additionally, the parties contemporaneously executed an Addendum to the License Agreement (the "Addendum"), also dated April 11, 1997. Paragraph two of the Addendum states the following: "Any provision in the License Agreement which designates jurisdiction or venue, or requires [Defendant] to agree to jurisdiction or venue, in a forum outside of South Dakota, is deleted from any License Agreement issued in the state of South Dakota." Plaintiff states that, beginning in 2012, Defendant repeatedly failed to meet his financial obligations to Plaintiff under the License Agreement. Plaintiff filed a four count Complaint against Defendant on May 23, 2013 (ECF No. 1). Defendant filed the instant Motion to Dismiss on July 16, 2013 for 1) lack of personal jurisdiction, 2) improper venue, and, alternatively, 3) a Motion to Transfer Venue. (ECF No. 8). Plaintiff filed an Opposition on August 5, 2013 (ECF No. 9). Defendant filed a Reply on August 12, 2013 (ECF No. 11). II. STANDARD OF REVIEW In deciding a motion to dismiss for lack of personal jurisdiction, a court must assume the allegations of the complaint are true. See Dayhoff Inc. v. H.J. Heinz Co., 86 F.3d 1287, 1302 (3d Cir. 1996); Carteret Savs. Bank & Shushan, 954 F.2d 141, 142, N.1 (3d Cir. 1992); Wright v. Xerox Corp., 882 F. Supp. 399, 403 (D.N.J. 1995). To assert personal jurisdiction over a nonresident defendant, the plaintiff has the burden to establish the defendant had sufficient "''""''"""" contacts state the not a "'"r 1 u 11" " ' " within the forum State, thus invoking the benefits and protections 462, its 357 U.S. 235, 253 (1958)). In other words, the defendant must have engaged in some purposeful conduct within the forum "such that he should reasonably anticipate being haled into court there." See World-Wide Volkswagen v. Woodson, 444 U.S. 286, 297 (1980). To demonstrate such conduct, "the plaintiff must establish either that the particular cause of action sued upon arose from the defendant's activities within the forum state ('specific jurisdiction') or that the defendant has 'continuous and systematic' contact with forum state(' general jurisdiction'). Provident Nat'l Bank v. California Fed. Sav. & Loan Ass'n, 819 F.2d 434, 437 (3d Cir. 1987) (quoting Helicopteros Nacionales de Columbia, S.A. v. Hall, 466 U.S. 408, 414-416 (1984)). III. DISCUSSION Defendant argues that the Addendum effectively deleted the forum selection clause found in paragraph 17.4 of the License Agreement. Absent the forum selection clause, Defendant asserts that he has neither consented to personal jurisdiction in New Jersey nor does he have the requisite minimum contacts with New Jersey necessary to sustain personal jurisdiction. Alternatively, Defendant argues that venue is improper. A. Validity of the Forum Selection Clause Under New Jersey law, words in a contract "must be given their ordinary meaning." Assisted Living Assoc.'s of Moorestown. L.L.P. v. Moorestown Twp., 31 F. Supp. 2d 389, 398 terms ... are l is no room courts must the License forum selection clause u""'"iu~)" the Addendum is inapplicable to does not prohibit [D]efendant from filing suit 3 South Dakota, but only expresses his agreement to waive objection to jurisdiction and venue in New Jersey" (Pl.'s Opp'n at 10). However, the Addendum clearly states that any provision in the License Agreement that "requires [Defendant] to agree to jurisdiction or venue, in a forum outside of South Dakota, is deleted." The Addendum is thus clearly applicable to a forum selection clause that requires Defendant to consent to jurisdiction in New Jersey. Therefore, this Court must instead determine whether personal jurisdiction independently exists over Defendant. B. Minimum Contacts Plaintiff does not appear to allege or argue that this Court has general jurisdiction over Defendant. Thus, this Court will only address whether personal jurisdiction over Defendant is proper by way of specific jurisdiction. A court has specific jurisdiction over a defendant when the defendant has "minimum contacts with the forum state and if asserting jurisdiction based on those contacts comports with 'fair play and substantial justice." Ameripay, LLC v. Ameripay Payroll, Ltd., 334 F. Supp. 2d 629, 632 (D.N.J. 2004) (quoting Int'l Shoe Co. v. Washington, 326 U.S. 310, 316 (1945)). Furthermore, the action must be related to these minimum contacts. Id. at 633. Plaintiff asserts that this Court has specific jurisdiction over Defendant because Defendant has "purposely availed himself of the benefits of this forum by doing business with [Plaintiff], which he knew was located in New Jersey, and by agreeing to continuing obligations under ... (PL's Inc., 983 551, at 11 ). (3d Cir. 1993); see 05-678, 4 2005 WL 3077902, at *5 (D.N.J. Nov. 15, 2005) ("A contract alone between a resident and a nonresident, does not automatically establish sufficient minimum contacts to exercise jurisdiction over the non-resident."). A court "must also look to other factors such as 'prior negotiations and contemplated consequences, along with the terms of the contract and the parties' actual course of dealing."' Carter Ledyard & Milburn LLP v. Carrascosa, No. 07-3216, 2010 WL 4609501 at *4 (D.N.J. Nov. 1, 2010) (quoting Grand Entm't Grp., Ltd. V. Star Media Sales, Inc., 988 F.2d 476, 482 (3d Cir. 1993)). Furthermore, "courts have recognized that various forms of communications between the parties, including written correspondence and telephone calls, factor into the minimum contacts analysis." Id. Here, the Complaint does not allege the existence of any of these additional factors. The only mention of New Jersey in the Complaint pertains to Plaintiffs principal place of business and the forum selection clause in the License Agreement, which was deleted by the Addendum. The parties do not dispute that the business operations and property governed by the License Agreement took place and were located solely in South Dakota. All of the allegations in the Complaint relate to the License Agreement, thus Plaintiff has not shown that this Court has the authority to assert personal jurisdiction over Defendant. Accordingly, Defendant's Motion to Dismiss is granted. IV. CONCLUSION the tor·egicimg reasons, R. CIV. P. granted. are denied DATED: November 1 CLAIRE C. CECCHI, U.S.D.J. 5

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