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Reg Transport Services, LLC v. Chrysler

United States District Court, S.D. Ohio, Eastern Division

July 29, 2019

REG TRANSPORT SERVICES, LLC, Plaintiff,
v.
DUTCH MILLER CHRYSLER/JEEP/RAM, et al., Defendants.

          Chelsey M. Vascura, Magistrate Judge

          OPINION AND ORDER

          SARAH D. MORRISON, UNITED STATES DISTRICT JUDGE

         This matter is before the Court upon Defendant Dutch Miller Chrysler/Jeep/Ram's Motion to Dismiss Plaintiff's Complaint for Lack of Personal Jurisdiction or, in the Alternative, for Transfer of Venue (ECF No. 11), Plaintiff's Response in Opposition to Defendant's Motion to Dismiss (ECF No. 12), and Defendant's Reply in Support of its Motion to Dismiss (ECF No. 13). For the reasons that follow, the Court GRANTS Defendant's Motion and TRANSFERS the case to the United States District Court for the Southern District of West Virginia, Charleston Division.

         I. FACTUAL BACKGROUND

         There is no real dispute as to the facts relating to jurisdiction. Plaintiff Reg Transport Services, LLC (“Plaintiff”) has its principle place of business in Fairfield County, Ohio. (Compl., ¶ 2, ECF No. 4). Defendant Dutch Miller Chrysler/Jeep/Ram (“Defendant”) is a licensed automobile dealer in West Virginia with its principle place of business in South Charleston, West Virginia.[1] (Id. ¶ 3; Def. Ex. A, Wood Affidavit, ¶ 2, ECF No. 11-2). In addition to providing general contact information and the company's history, Defendant's website states that it “proudly serve[s] the Tri-State.” (Pl. Ex. 3, Website, ECF No. 12-4).

         Defendant has never been an Ohio corporation and has never been licensed or authorized to do business in Ohio. (Wood Aff., ¶ 3). Defendant has never maintained an office in Ohio, employed a sales force in Ohio, maintained an agent for service of process in Ohio, paid taxes in Ohio, employed anyone in Ohio for any purpose, maintained corporate records in Ohio, held an Ohio license, owned or leased personal property in Ohio, or maintained any office, equipment, bank account, telephone number, or other tangible asset in Ohio. (Id. ¶ 4). Since Defendant's incorporation in April 2014, most of the dealership's gross revenue and net profits have come from the sale of vehicles to West Virginia residents. (Id. ¶ 6). Defendant acknowledges that while it has sold vehicles to residents of other states, including Ohio, revenue and profits from such sales have always been “de minimus.” (Id.). Regardless, all vehicles sold and leased by Defendant are purchased and delivered to buyers in West Virginia. (Id.).

         In April 2018, Plaintiff's representative, Shirley Vernon-who had previous experience purchasing from Dutch Miller-reached out to Defendant by telephone to inquire about the purchase of a refrigerated commercial vehicle for Plaintiff's business. (Compl., ¶ 9; Wood Aff., ¶ 7; Pl. Ex. 1, Vernon Affidavit, ¶ 3, ECF No. 12-1). Discussions between the parties resulted in Defendant agreeing to work with a third party suggested by Plaintiff, Thermo King, [2] to upfit a 2018 Dodge Ram Promaster 2500 cargo van with specific FDA compliant refrigeration requirements. (Compl., ¶¶ 9-12; Wood Aff., ¶ 8). Thermo King is a foreign corporation authorized to do business in Virginia. (Wood Aff., ¶ 9).

         On April 21, 2018, Plaintiff entered into an installment sale contract to purchase the upfitted van from Defendant at the dealership in West Virginia. (Compl., ¶ 14). According to Plaintiff, Defendant was aware that the van was ultimately going to be used for business in Ohio. (Id. ¶ 15). On May 25, 2018, a representative of Plaintiff picked up the upfitted van from the Thermo King facility in Charleston, West Virginia. (Wood Aff., ¶ 12). Shortly after leaving Thermo King, Plaintiff's representative called Defendant to express dissatisfaction with the upfit work. (Id.). According to Plaintiff, the upfit work done was “substandard, shoddy and done in an unworkmanlike manner.” (Compl., ¶ 17). Plaintiff alleges this discovery occurred once the upfitted van was back in Ohio. (Id.). Upon confronting Defendant about the work done over the phone, Defendant assured Plaintiff it would fix the problems and arranged for Plaintiff to bring the van back down to West Virginia. (Id. ¶ 18; Wood Aff., ¶ 13). On May 30, Plaintiff's representative drove the vehicle to Thermo King's facility in West Virginia, but for reasons unknown to Defendant nothing occurred to reconcile the issues. (Wood Aff., ¶ 14).

         On September 6, 2018, Plaintiff filed a complaint in the Court of Common Pleas in Fairfield County alleging claims for (1) breach of contract; (2) negligence; (3) fraud and misrepresentation; (4) restitution; and (5) unreasonable delay. (ECF No. 4). On October 3, 2018, Defendant removed the case to this Court pursuant to 28 U.S.C. § 1332. (ECF No. 1). Defendant filed its Answer the next day. (ECF No. 5).

         On December 14, 2018, Defendant moved to dismiss the Complaint for lack of personal jurisdiction, or in the alternative, for transfer of this case to the United States District Court for the Southern District of West Virginia. (ECF No. 11). Plaintiff filed its Memorandum in Opposition on December 23. (ECF No. 12). Defendant filed its Reply on January 6, 2019. (ECF No. 13). Defendant's Motion to Dismiss is now ripe for review.

         II. STANDARD OF REVIEW

         Plaintiff has the burden of proving personal jurisdiction. Theunissen v. Matthews, 935 F.2d 1454, 1458 (6th Cir. 1991). “[I]n the face of a properly supported motion for dismissal, the plaintiff may not stand on his pleadings but must, by affidavit or otherwise, set forth specific facts showing that the court has jurisdiction.” Id. If the Court rules on a Federal Rule of Civil Procedure 12(b)(2) motion prior to trial, “it has the discretion to adopt any of the following courses of action: (1) determine the motions based on affidavits alone; (2) permit discovery, which would aid in resolution of the motion; or (3) conduct an evidentiary hearing on the merits of the motion.” Intera Corp. v. Henderson, 428 F.3d 605, 614 n.7 (6th Cir. 2005). “[T]he decision whether to grant discovery or an evidentiary hearing before ruling on a 12(b)(2) motion is discretionary.” Burnshire Dev., LLC v. Cliffs Reduced Iron Corp., 198 Fed.Appx. 425, 434 (6th Cir. 2006). Here, neither side has requested further discovery or an evidentiary hearing, and the Court concludes that neither is necessary in order to rule on Defendant's Motion.

         When a court resolves a Rule 12(b)(2) motion based on “written submissions and affidavits . . . rather than resolving the motion after an evidentiary hearing or limited discovery, the burden on the plaintiff is ‘relatively slight,' . . . and ‘the plaintiff must make only a prima facie showing that personal jurisdiction exists in order to defeat dismissal.'” Air Prods. & Controls, Inc. v. Safetech Int'l, Inc., 503 F.3d 544, 549 (6th Cir. 2007) (quoting Am. Greetings Corp. v. Cohn, 839 F.2d 1164, 1169 (6th Cir. 1988) and Theunissen, 935 F.2d at 1458). Similarly, in the absence of an evidentiary hearing, a court will generally apply a prima facie standard weighing the evidence in the light most favorable to the plaintiff. Dean v. Motel 6 Operating L.P., 134 F.3d 1269, 1272 (6th Cir. 1998); see also CompuServe, Inc. v. Patterson, 89 F.3d 1257, 1262 (6th Cir. 1996) (“[A] court disposing of a 12(b)(2) motion does not weigh the controverting assertions of the party seeking dismissal . . . because we want to prevent nonresident defendants from regularly avoiding personal jurisdiction simply by filing an affidavit denying all jurisdictional facts.” (internal quotations and emphasis omitted)). But the Court may consider a defendant's undisputed factual assertions. Conn v. Zakharov, 667 F.3d 705, 711 (6th Cir. 2012). Moreover, where “there does not appear to be any real dispute over the facts relating to jurisdiction, the prima facie proposition loses some of its significance.” Id. (internal quotations omitted).

         In support of its Motion, Defendant filed several contract documents (ECF No. 11-3 through 11-7) and an affidavit of Roger Wood, General Sales Manager of Dutch Miller (ECF No. 11-2). Plaintiff countered with an affidavit of Shirley Vernon, a representative of Reg Transport (ECF No. 12-1), Rebecca Giligan, a former customer of Dutch Miller (ECF No. 12-2), ...


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