Landa Mobile Systems, LLC v. Williams Communications, Inc.

Filing 33

OPINION AND ORDER by Judge Terence Kern ; dismissing/terminating case (terminates case) ; granting 3 Motion to Dismiss; denying 22 Motion for Miscellaneous Relief; denying 24 Motion to Stay; denying 27 Motion to Compel (lmc, Chambers)

IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF OKLAHOMA
LANDA MOBILE SYSTEMS, LLC, an
Oklahoma Limited Liability Company,
Plaintiff,
v.
WILLIAMS COMMUNICATIONS,
INC., a Florida Corporation,
Defendant.

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Case No. 4:18-cv-200-TCK-FHM

OPINION AND ORDER
Before the Court is Defendant Williams Communications, Inc. (“Defendant”)’s Motion to
Dismiss (Doc. 3) and Defendant’s Motion to Stay Discovery (Doc. 24). For the reasons discussed
below, Defendant’s Motion to Dismiss (Doc. 3) is GRANTED and Defendant’s Motion to Stay
Discovery (Doc. 24) is DENIED AS MOOT.
I.

Factual Background
The instant case arises out of the events of no more than eight weeks and 20 instances of

contact in late 2017. (Doc. 12-1.) At some point in September 2017, Defendant, a Florida
corporation, contacted Landa Mobile Systems, LLC. (“Plaintiff”), seeking to purchase three of the
mobile communication towers (“towers”) that Plaintiff manufactures and sells. (Doc. 2-2, ¶ 7-9.)
Plaintiff is an Oklahoma LLC with a manufacturing facility in Tulsa, Oklahoma and, at the time
at issue in this case, a “Headquarters” office, located in Fayetteville, Arkansas. (Docs. 12-2; Doc.
3-3.) The towers which Defendant sought to purchase were specific, prefabricated items in
Plaintiff’s inventory, and were located at Plaintiff’s manufacturing facility in Tulsa, Oklahoma.

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However, when Defendant contacted Plaintiff, it used the “sales” phone number associated with
Plaintiff’s “Headquarters” office, located in Fayetteville, Arkansas. (Doc. 3-3; Doc. 3-4.)
On September 29, 2017, Plaintiff transmitted a quote for three towers to Defendant. (Doc.
3-4.) On October 5, 2017, Defendant submitted a purchase order in the amount of $207,739.80,
for the three towers. (Doc. 2-2, pg. 7.) Defendant also sent Plaintiff a $5000 deposit to hold the
towers. (Doc. 3-1, ¶ 16-19.) Later, on October 11, 2017, Defendant wired partial payment for the
towers in the amount of $104,857, which the outgoing wire transfer form described as a “deposit
on purchase of towers.” (Doc. 12-1, ¶ 23; Doc. 13-1.) Defendant wired this partial payment to an
Arkansas bank. (Doc. 3-1, ¶ 23; Doc. 13-1.) Plaintiff subsequently sent Defendant an invoice for
$99,560, which it claimed was the balance owed on the purchase of the three towers. (Doc. 12-1,
¶ 24.) Finally, on October 23, 2017, Defendant advised Plaintiff that it would not take delivery of
the towers, and asked Plaintiff to resell the towers and issue Defendant a refund. (Doc. 12-1, ¶
25.)
II.

Procedural History
On March 1, 2018, counsel for Defendant sent a letter to Plaintiff, alleging that Plaintiff

deprived Defendant of $104,857 and demanding the tender of the “statutorily-trebled amount” of
$314,571 within thirty days. 1 (Doc. 2-2, pg. 11.) Approximately one week later, on March 9,
2018, Plaintiff filed a Petition in the District Court of Tulsa County requesting declaratory
judgment as to the parties’ right under the contract for the sale and shipping of the towers. (Doc.
2-2.) Defendant removed the case to this court on April 11, 2018 pursuant to this Court’s diversity

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It is not clear whether Plaintiff argues that Defendant’s demand letter itself (Doc. 2-2,
pg. 11) is a contact with Plaintiff in the forum state. However, because “jurisdiction involves a
court’s ability to preside over a lawsuit—not a party’s public posturing early on in a dispute,” the
Court has not considered the demand letter to be a contact with Plaintiff in the forum state. See
Pro Axess, Inc. v. Orlux Distribution, Inc., 428 F.3d 1270, 1282 n.9 (10th Cir. 2005).
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jurisdiction, and on the same date, filed a Motion to Dismiss for lack of personal jurisdiction
pursuant to Federal Rule of Civil Procedure (“Rule”) 12(b)(2). (Docs. 2 and 3.)
III.

Rule 12(b)(2) Standard
Personal jurisdiction refers to the power that a court has to make a decision regarding the

party being sued in a case. See Leroy v. Great W. United Corp., 443 U.S. 173, 180 (1979); Bruner
v. Midland Funding, LLC, No. CIV-16-1371-D, 2018 U.S. Dist. LEXIS 12186, *7, n.4 (W.D.
Okla. Jan. 25, 2018). A plaintiff bears the burden of establishing a court’s personal jurisdiction
over a defendant. See OMI Holdings v. Royal Ins. Co. of Can., 149 F.3d 1086, 1091 (10th Cir.
1998)(internal citations omitted). However, because neither party has requested an evidentiary
hearing or additional discovery, the plaintiff need only make a prima facie showing of personal
jurisdiction to defeat a motion to dismiss for lack of personal jurisdiction. Id. To make this prima
facie showing, the plaintiff must demonstrate, via affidavit or other written materials, facts that if
true would support jurisdiction over the defendant. Id. Additionally, if the parties present
conflicting affidavits, all factual disputes are resolved in the plaintiff’s favor. The allegations in
the complaint must also be taken as true to the extent they are uncontroverted by the defendant’s
affidavits. See Behagen v. Amateur Basketball Assoc., 744 F.2d 731, 733 (10th Cir. 1984). Finally,
even if the defendant makes a contrary factual presentation, a plaintiff can meet its burden if it
successfully makes a prima facie showing. Id.
Because the instant case is a diversity action, Plaintiff must show that “jurisdiction is
legitimate under the laws of the forum state and that the exercise of jurisdiction does not offend
the due process clause of the Fourteenth Amendment.”

See Kuenzle v. HTM Sport-Und

Freizeitgerate AG, 102 F.3d 453, 455 (10th Cir. 1996).

Oklahoma’s long arm statute for

establishing specific jurisdiction, however, sets the limits of the state’s jurisdiction over a
nonresident to the outer limits permitted by the United States Constitution. See OKLA. STAT. tit.
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12 sec 2004(F). Consequently, the Court must only determine whether an exercise of personal
jurisdiction in this case is constitutional.
The parties agree that the only type of personal jurisdiction that the Court might
constitutionally exercise is specific jurisdiction. (Doc. 3, pg. 6; Doc. 12, pg. 6.) The specific
jurisdiction constitutional inquiry has two steps. First, Defendant must have “minimum contacts”
with Oklahoma such that it has “purposefully avail[ed]” itself of the protections or benefits of
Oklahoma law and “should reasonably anticipate being haled into Court there.” See Burger King
Corp. v. Rudzewicz, 471 U.S. 462, 474-75 (1985). Although agreements and contracts alone are
likely to be insufficient to establish such minimum contacts, “parties who reach out beyond one
state and create continuing relationships and obligations with citizens of another state are subject
to regulation and sanctions in the other state for the consequences of their activities.” Id. (internal
citations omitted).
If Defendant is found to have the requisite minimum contacts with Oklahoma, the Court
must determine whether the exercise of jurisdiction over Defendant offends “traditional notions of
fair play and substantial justice.” See World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286,
292 (1980). The Defendant bears the burden, at this stage, to “present a compelling case that the
presence of some other considerations would render jurisdiction unreasonable.” See Marcus Food
Co. v. DiPanfilo, 671 F.3d 1159, 1167 (10th Cir. 2011) (internal citations omitted).
IV.

Minimum Contacts Analysis
Whether the Defendant has minimum contacts sufficient to support specific jurisdiction

depends on the “particular facts of each case.” Benton v. Cameco Corp., 375 F.3d 1070, 1076
(10th Cir. 2004). However, in evaluating whether the Defendant has purposefully availed itself of
the protections or benefits of Oklahoma, the Court will look to whether Defendant has
“purposefully directed” his activities at residents of the forum, and whether the litigation results
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from alleged injuries that “arise out of or relate to” those activities. See TH Agric. & Nutrition,
LLC v. Ace European Group Ltd., 488 F.3d 1282, 1287 (10th Cir. 2007) quoting Burger King
Corp., 471 U.S. at 472. In a contract case, relevant factors for assessing minimum contacts include
“prior negotiations and contemplated future consequences, along with the terms of the contract
and the parties’ actual course of dealing.” Burger King, 471 U.S. at 479.
A.

Terms of Contract

The terms of the parties’ contract do not demonstrate that Defendant has purposefully
availed itself of the protections or benefits of Oklahoma law. For example, there is no indication
that the parties agreed either to the jurisdiction of Oklahoma courts or to the application of
Oklahoma law to any disputes between them. None of the documents that are now before the
Court contain any terms indicating that a dispute between the parties would be subject to Oklahoma
law or would be adjudicated in Oklahoma courts. Further, though Plaintiff alleges its standard
contract terms state that Oklahoma law applies to this dispute (Doc. 12, pg. 9), those terms are not
in any documents before the Court, and no affidavits or written documents before the court indicate
that those terms have been incorporated into the parties’ contract. Because Plaintiff’s allegation
that Oklahoma law applies to this dispute is not supported by an affidavit or other written
documents, the Court cannot accept this fact as part of the Plaintiff’s prima facie case. See OMI
Holdings, 1409 F.3d at 1091.
B.

Prior Negotiations, Contemplated Future Consequences, and Parties’ Actual
Course of Dealing

Similarly, the parties’ contract and dealings demonstrate that Defendant has not
purposefully directed its activities at the residents of Oklahoma such that Defendant could
reasonably anticipate being sued in Oklahoma. The parties’ contract, standing alone, cannot
establish purposeful availment sufficient to establish minimum contacts. See TH Agric. &
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Nutrition, 488 F.3d at 1287; Burger King, 471 U.S. at 478. Similarly, though the fact that
Defendant solicited a contract with Plaintiff may be evidence of purposeful availment, that
evidence alone is not conclusive. See Pro Axess, Inc. v. Orlux Distrib., Inc., 428 F.3d 1270, 1277
(10th Cir. 2005).
In cases where a contract has created personal jurisdiction, the contract required
performance of personalized services over a period of at least several months, and both the
negotiations and performance required the Defendant to contact a Plaintiff who was physically
located in Oklahoma. See, e.g., Pro Axess, Inc., 428 F.3d 1270 (finding purposeful availment
where Defendant solicited Plaintiff’s assistance in procuring sunglasses frames, requiring a
continued relationship for Plaintiff to provide services, a great deal of direct communication
between the parties, and for the Defendant to conduct a number of activities in the jurisdiction);
Benton, 375 F.3d at 1076 (finding minimum contacts in a “very close case” regarding a contract
for a business relationship where transactions took place partially in the jurisdiction and partially
in Canada, and where Defendant pursued the business relationship, sent representatives to the
jurisdiction to maintain and further the relationship, and had voluntarily conducted business with
Plaintiff for many years prior at the time of the events at issue); OMI Holdings, 149 F.3d at 1095
(finding minimum contacts that were “qualitatively low on the due process scale” where Defendant
contracted to defend the insured in the forum state).
By contrast, in this case, the parties had never done business with each other before the
contract at issue in this litigation. Further, though Defendant pursued a contract with Plaintiff, an
Oklahoma company, Defendant was only in contact with Plaintiff’s Headquarters office, located
in Fayetteville, Arkansas, not with any party physically located in Oklahoma. Similarly, these
contacts were much more limited in both volume and length of time than those in which Courts
have found personal jurisdiction. Rather than negotiations and performance taking place over a
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period of several months, the entirety of the parties’ business relationship took place over no more
than eight weeks, and included only approximately 20 total instances of contact. Moreover, the
contract was not for services at all, or even for an extended period of work, but for the one-time
purchase of three prefabricated towers. Neither the documents exchanged between the parties, nor
their actual course of conduct, indicates that they contemplated a relationship that would last longer
than Defendant’s completed payment and Plaintiff’s completed delivery of the towers.
Accordingly, the parties’ contract is not sufficient to establish that Defendant purposefully directed
its activities at the residents of Oklahoma such that Defendant could reasonably anticipate being
sued in Oklahoma.
Similarly, Defendant’s communication with Plaintiff is also not sufficient to demonstrate
minimum contacts. “It is well-established that phone calls and letters are not necessarily sufficient
in themselves to establish minimum contacts.” Soma Med. Int’l. v. Std. Chtd. Bank, 196 F.3d 1292,
1299 (10th Cir. 1999)(internal citations omitted). In Soma, the Court held that in a suit between a
corporation and its bank, which was incorporated under the laws of Great Britain, the defendant’s
communication with the plaintiff in the forum state, including a limited number of faxes and other
written communications concerning the account, as well as a few wire transfers of funds, were not
sufficient to establish minimum contacts. See id. In this case, Defendant’s contacts are even less
persuasive—though Defendant’s contacts with Plaintiff also consisted of a limited number of
written communications, and a few payments, these contacts with Plaintiff took place not in
Oklahoma, but in Arkansas. Defendant communicated with Plaintiff through the Arkansas
Headquarters office, and wire transferred funds to an Arkansas bank. Accordingly, Defendant’s
communication with Plaintiff is not sufficient to establish minimum contacts.
Finally, Plaintiff has relied heavily on Mastercraft Floor Covering, Inc. v. Charlotte
Flooring Inc., arguing that, like in Mastercraft, Defendant’s voluntary election to do business with
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an Oklahoma corporation, and the stream of communications that Defendant maintained with that
Oklahoma corporation, constituted purposeful availment of the privilege of conducting business
in Oklahoma. See 2013 OK 87, 313 P.3d 911 (Okla. 2013). However, Mastercraft has more in
common with other cases where federal courts have found minimum contacts than with the case
at hand. In Mastercraft, the parties’ contract contemplated a twenty-month total relationship and
for twelve months, Defendant sent payments to Plaintiff in Oklahoma. Additionally, during the
course of this relationship, the parties exchanged extensive communications, including 30-40
phone calls and 140 emails, all apparently necessary to or facilitating the performance of the
contract. By contrast, as noted above, the parties in this case did not contemplate an ongoing
relationship, but rather a straightforward single exchange of money for goods. Defendant also sent
partial payment to a bank in Arkansas, not Oklahoma, unlike the Defendant in Mastercraft.
Moreover, the parties’ entire business relationship lasted only approximately eight weeks and did
not involve anything close to Mastercraft’s level of contact with someone in Oklahoma, or with
Plaintiff at all. Accordingly, Mastercraft does not require that the Court exercise personal
jurisdiction over Defendant in this case.
Because the Court has found that Plaintiff has not made a prima facie case that Defendant
has purposefully directed its activities at the residents of Oklahoma, the Court need not determine
whether the alleged injuries arise out of or relate to Defendant’s in-state activities or whether an
exercise of jurisdiction would offend traditional notions of fair play and substantial justice.
V.

Conclusion
Because Defendant has more limited contacts with the state of Oklahoma than existed in

other cases where Courts have found an exercise of personal jurisdiction appropriate, this Court’s
exercise of personal jurisdiction over Defendant would violate the Due Process Clause’s

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requirement that, to be sued in Oklahoma, the Defendant must have certain minimum contacts
such that it could reasonably anticipate being haled into an Oklahoma court.
Accordingly, IT IS ORDERED that:
Defendant’s Motion to Dismiss (Doc. 3) is GRANTED.
Plaintiff’s Motion for Order Authorizing Remote Video Deposition of Corporate
Representative (Doc. 22) is DENIED AS MOOT.
Defendant’s Motion to Stay Discovery (Doc. 24) is DENIED AS MOOT.
Plaintiff’s Motion to Compel (Doc. 27) is DENIED AS MOOT.
IT IS THEREFORE ORDERED that Plaintiff’s case is DISMISSED. A separate
judgment of dismissal is entered herewith.
Dated this 28th day of January, 2019.

TERENCE C. KERN
United States District Judge

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