United States District Court, M.D. North Carolina
MEMORANDUM OPINION AND ORDER
LORETTA C. BIGGS UNITED STATES DISTRICT JUDGE.
Amiad U.S.A., Inc. (“Amiad”) initiated this
breach of contract action in Guilford County Superior Court
on May 17, 2018. (ECF No. 2.) Defendant Advanced Water
Technologies, Inc. (“AWT”) removed the action to
this Court on June 19, 2018, pursuant to 28 U.S.C. §
1332(a). (ECF No. 1 ¶¶ 5-6.) Before the Court is
Defendant's Motion to Dismiss or, in the Alternative, to
Transfer. (ECF No. 9.) For the reasons stated below,
Defendant's motion to dismiss will be granted.
is a California corporation with its headquarters in
Mooresville, North Carolina. (ECF No. 2 ¶ 1.) AWT is a
New York corporation with its headquarters in New York, New
York. (Id. ¶ 2.) In 2005, AWT and Amiad entered
into a contract (the “Agreement” or the
“2005 Agreement”) that provided that “AWT
would be Amiad's exclusive distributor of certain water
filtration products” for New York City and Long Island.
(Id. ¶ 4-5.)
2005, when the parties entered into the Agreement, Amiad was
headquartered in Oxnard, California, and much of the
negotiation and execution of the Agreement occurred in
California. (ECF No. 10-1 ¶¶ 21-24.) Amiad moved
its headquarters to Mooresville, North Carolina in 2011.
(Id. ¶ 27; ECF No. 12-1 at 2 ¶¶ 4,
6.) Amiad alleges that “[b]eginning in late 2017, AWT
fell substantially behind on payment of certain invoices . .
., and failed to make payment within the time required under
the [Agreement].” (ECF No. 2 ¶ 8.) Amiad claims
that “AWT's failure to timely pay amounts owed to
Amiad was a material breach of the [Agreement], entitling
Amiad to cancel the [Agreement].” (Id. ¶
then filed this action, requesting a declaratory judgment and
damages for breach of contract. (Id. ¶¶
17-25.) AWT now moves to dismiss this case for lack of
personal jurisdiction, or, in the alternative, to transfer
this case to the United States District Court for the
Southern District of New York. (ECF No. 9.)
STANDARD OF REVIEW
personal jurisdiction challenge, the plaintiff bears the
burden of ultimately proving personal jurisdiction by a
preponderance of the evidence. Carefirst of Md., Inc. v.
Carefirst Pregnancy Ctrs., Inc., 334 F.3d 390, 396 (4th
Cir. 2003). When, however, as here, the court decides a
pretrial personal jurisdiction motion without conducting an
evidentiary hearing-relying instead on the motion papers,
supporting legal memoranda, and allegations in the
complaint-the plaintiff need only make a prima facie
showing of personal jurisdiction. See Consulting
Eng'rs Corp. v. Geometric Ltd., 561 F.3d 273, 276
(4th Cir. 2009); Carefirst of Md., 334 F.3d at 396.
“[A] plaintiff makes a prima facie showing of personal
jurisdiction by presenting facts that, if true, would support
jurisdiction over the defendant.” Universal
Leather, LLC v. Koro AR, S.A., 773 F.3d 553, 561 (4th
Cir. 2014) (citing Mattel, Inc. v. Greiner & Hausser
GmbH, 354 F.3d 857, 862 (9th Cir. 2003)). However, a
threshold prima facie finding of jurisdiction does not settle
the issue, as the plaintiff “must eventually prove the
existence of personal jurisdiction by a preponderance of the
evidence, either at trial or at a pretrial evidentiary
hearing.” New Wellington Fin. Corp. v. Flagship
Resort Dev. Corp., 416 F.3d 290, 294 n.5 (4th Cir.
considering whether the plaintiff has made a prima facie
showing of jurisdiction, the court “must construe all
relevant pleading allegations in the light most favorable to
the plaintiff, assume credibility, and draw the most
favorable inferences for the existence of
jurisdiction.” Universal Leather, 773 F.3d at
558 (quoting Combs v. Bakker, 886 F.2d 673, 676 (4th
Cir. 1989)); see also Sneha Media & Entm't, LLC
v. Associated Broad. Co. P Ltd., 911 F.3d 192, 196 (4th
Cir. 2018) (“[W]hen the parties have not yet had a fair
opportunity to develop and present the relevant
jurisdictional evidence, we have treated the disposition of
Rule 12(b)(2) motions to dismiss for a lack of personal
jurisdiction in conceptually the same manner as we treat the
disposition of motions to dismiss under Rule
12(b)(6).”). “Once a defendant presents evidence
indicating that the requisite minimum contacts do not exist,
the plaintiff must come forward with affidavits or other
evidence in support of its position.” Pathfinder
Software, LLC v. Core Cashless, LLC, 127 F.Supp.3d 531,
538 (M.D. N.C. 2015) (quoting Vision Motor Cars, Inc. v.
Valor Motor Co., 981 F.Supp.2d 464, 468 (M.D. N.C.
2013)). When both sides present evidence, factual conflicts
must be resolved in favor of the party asserting jurisdiction
for the limited purpose of determining whether a prima facie
showing has been made. Id.
federal district court can exercise personal jurisdiction
over a nonresident defendant only if “(1) such
jurisdiction is authorized by the long-arm statute of the
state in which the district court sits; and (2) application
of the relevant long-arm statute is consistent with the Due
Process Clause of the Fourteenth Amendment.”
Universal Leather, 773 F.3d at 558. North
Carolina's long-arm statute “permits the exercise
of personal jurisdiction over a defendant to the outer limits
allowable under federal due process.” Id.
(citing N.C. Gen. Stat. § 1-75.4(1)(d); Dillon v.
Numismatic Funding Corp., 231 S.E.2d 629, 630 ( N.C.
1977)). The two-prong test therefore “merges into [a]
single question” when North Carolina is the forum
state, allowing the court to proceed directly to the
constitutional analysis. See Id. at 558-59; ESAB
Grp., Inc. v. Zurich Ins. PLC, 685 F.3d 376, 391 (4th
the Due Process Clause of the Fourteenth Amendment, two paths
permit a court to exercise personal jurisdiction over a
nonresident defendant: general or specific personal
jurisdiction. Universal Leather, 773 F.3d at 559.
“General personal jurisdiction requires
‘continuous and systemic' contacts with the forum
state.” Perdue Foods LLC v. BRF S.A., 814 F.3d
185, 188 (4th Cir. 2016) (quoting Helicopteros Nacionales
de Colombia, S.A. v. Hall, 466 U.S. 408, 414-16 (1984)).
Amiad does not claim that AWT had such contacts with North
Carolina and does not assert that this Court has general
personal jurisdiction over AWT. (ECF No. 12 at 6 n.2.)
Instead, Amiad claims that this Court has specific
personal jurisdiction over AWT arising from AWT's
contacts with Amiad in North Carolina. (ECF No. 2 ¶ 3;
ECF No. 12 at 6-7.)
specific personal jurisdiction, the defendant must have
“purposefully established minimum contacts in the forum
State” such “that [it] should reasonably
anticipate being haled into court there.” Burger
King Corp. v. Rudzewicz, 471 U.S. 462, 474 (1985)
(internal quotation marks and citations omitted). Courts use
a three-prong test to evaluate specific personal
jurisdiction: “(1) the extent to which the defendant
purposefully availed itself of the privilege of conducting
activities in the State; (2) whether the plaintiffs'
claims arise out of those activities directed at the State;
and (3) whether the exercise of personal jurisdiction would
be constitutionally reasonable.” Perdue Foods,
814 F.3d at 189 (quoting ALS Scan, Inc. v. Dig. Serv.
Consultants, Inc., 293 F.3d 707, 712 (4th Cir. 2002)).
matter, it is beneficial to first address the second prong of
the specific personal jurisdiction test, “whether the
plaintiff['s] claims arise out of those activities
directed at the State, ” id., because AWT
conducted certain activities in North Carolina that are not
connected with the claims at issue in this case.
(See ECF No. 12-1 at 3-4 ¶¶ 14-20.) The
Court will then address the extent of AWT's