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Wilcox Industries Corp. v. Mark Hansen

April 13, 2012


The opinion of the court was delivered by: Paul Barbadoro United States District Judge

Opinion No. 2012 DNH 072


Wilcox Industries Corp. ("Wilcox"), a New Hampshire corporation, is suing the Virginia-based Advanced Life Support Technologies, Inc. ("ALST") and its president and founder, Mark Hansen. Wilcox claims that ALST is liable for misappropriation of trade secrets, common-law unfair competition, violation of the New Hampshire Consumer Protection Act, and intentional interference with contractual relations. Wilcox asserts that its claims against ALST arise out of ALST's contacts with New Hampshire while the parties were involved in a two-year consulting relationship. ALST moves to dismiss the complaint for lack of personal jurisdiction.*fn1 For the reasons provided below, I deny the motion.


Hansen formed ALST in 2006, while he was employed at Wilcox as Vice President of Virginia Beach Operations. When his employment at Wilcox ended in 2007, Hansen and Wilcox initiated discussions about entering into a consulting agreement, whereby ALST would serve as a consultant for Wilcox in the design and manufacture of its respirator systems and provide training and support for those systems to Wilcox's customers. Teetzel Decl. ¶¶ 5-6, Doc. No. 19-8. During those discussions, Hansen acted on behalf of ALST. Id. He sent emails to Wilcox's employees in New Hampshire from his personal email address expressing his interest in providing consulting services to Wilcox. See Doc. No. 19-9; Doc. No. 19-10. He also communicated with them via telephone. Teetzel Decl. ¶ 5, Doc. No. 19-8.

Wilcox proposed that the parties sign a formal consulting agreement. Id. ¶ 7. The proposed agreement named ALST as the "consultant" and Hansen as "the sole representative" of ALST who would provide the services outlined in the agreement. See Doc. No. 19-11 at 3. ALST, however, refused to sign that agreement and indicated that it would not sign any type of formal agreement. Teetzel Decl. ¶ 8, Doc. No. 19-8.

Hansen subsequently negotiated an informal consulting arrangement with Wilcox. As was the case during the negotiations that predated the proposed formal agreement, Hansen communicated with Wilcox from his personal, as opposed to the company's, email address. See Doc. No. 19-12. Once the agreement was reached, he stated, "I am ready to go to work!" Id. ALST later submitted invoices for Hansen's services to Wilcox and Wilcox made payments to ALST. See Doc. No. 19-4; Doc. No. 19-5.

In the course of the consulting relationship, Hansen traveled to Wilcox's New Hampshire facility to participate in meetings about the development of Wilcox's next-generation PATRIOT life support device. Teetzel Decl. ¶ 10, Doc. No. 19-8. During that time, Hansen also traveled with Wilcox's employees to various customer locations throughout the world to market Wilcox's current PATRIOT product and to train customers on how to use the device. West Aff. ¶ 8, Doc. No. 19-2. Through those activities, Hansen was allegedly entrusted with trade secrets that he and ALST subsequently misappropriated and used to compete unfairly against Wilcox. While purporting to train Wilcox's customers and market the life support systems on Wilcox's behalf, Hansen also allegedly marketed ALST to Wilcox's customers and promoted products and services that competed with Wilcox.

Shortly after the consulting relationship ended in 2009, ALST began marketing and selling its own hybrid life support system. Wilcox contends that ALST's device incorporates confidential design and mechanical aspects of Wilcox's next-generation PATRIOT product that were discussed at meetings that Hansen attended in New Hampshire and in communications directed to and from New Hampshire. See Teetzel Decl. ¶¶ 10-11, Doc. No. 19-8. Wilcox also alleges that ALST used Wilcox's confidential customer information, which Hansen learned of in the course of the consulting relationship, to solicit business from Wilcox's existing customers and make harmful statements about Wilcox.


A. Motion to Dismiss

In objecting to a motion to dismiss for lack of personal jurisdiction, the plaintiff bears the burden of persuading the court that personal jurisdiction exists. Astro-Med, Inc. v. Nihon Kohden Am., Inc., 591 F.3d 1, 8 (1st Cir. 2009). Because I have not held a hearing on the motion, Wilcox must make a prima facie showing that the court has personal jurisdiction over ALST. Cossaboon v. Me. Med. Ctr., 600 F.3d 25, 31 (1st Cir. 2010). A prima facie showing requires the plaintiff to "proffer[] evidence which, if credited, is sufficient to support findings of all facts essential to personal jurisdiction." Lechoslaw v. Bank of Am., N.A., 618 F.3d 49, 54 (1st Cir. 2010) (internal quotation marks omitted). I will consider Wilcox's facts to the extent they are supported by the evidence and consider the facts offered by ALST "to the extent that they are uncontradicted." Cossaboon, 600 F.3d at 31 (internal quotation marks omitted). Despite the liberality of the prima facie standard, I will not "credit conclusory allegations or draw farfetched inferences." Negron-Torres v. Verizon Commc'ns, 478 F.3d 19, 23 (1st Cir. 2007).

B. Personal Jurisdiction

Personal jurisdiction in a diversity action over a non- resident defendant depends on satisfying both the requirements of the forum state's long-arm statute and the due process requirements of the Fourteenth Amendment. See Cossaboon, 600 F.3d at 29 n.1; N. Laminate Sales, Inc. v. Davis, 403 F.3d 14, 24 (1st Cir. 2005). New Hampshire's long-arm statutes, RSA § 293-A:15.10 and RSA § 510:4, extend personal jurisdiction to the extent allowed by due process.*fn2 Hemenway v. Hemenway, 159 N.H. 680, 685 (2010); see also N. Laminate Sales, 403 F.3d at 24; Jet Wine & Spirits, Inc. v. Bacardi & Co., Ltd., 298 F.3d 1, 7 (1st Cir. 2002).

A court may exercise either general or specific personal jurisdiction, depending on the nature of the defendant's contacts with the forum state. Carreras v. PMG Collins, LLC, 660 F.3d 549, 552 (1st Cir. 2011). In this case, Wilcox asserts that specific personal jurisdiction applies.*fn3 Specific personal jurisdiction has three parts. Adelson v. Hananel, 652 F.3d 75, 80 (1st Cir. 2011). The first part asks "whether the asserted causes of action arise from or relate to the defendant's contacts with the forum;" the second asks "whether the defendant purposefully availed itself of the protections of the forum's laws by means of those contacts, such that the defendant could reasonably foresee being haled into the forum's courts;" and the third asks "whether an exercise of jurisdiction is consistent with principles of justice and fair play" in light of the so-called ...

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