United States District Court, D. New Hampshire
Hannah International Foods, Inc.
House of Thaller, Inc.
Rosenblatt, Esq. Charles G. Taylor, III, Esq. Mark L.
K. JOHNSTONE UNITED STATES MAGISTRATE JUDGE.
action filed in state court, Hannah International Foods, Inc.
alleges that House of Thaller, Inc. failed to satisfy the
material terms of an agreement to produce certain food
products. Invoking federal diversity jurisdiction under 28
U.S.C. § 1332, the defendant removed this action here.
See doc. no. 1. Once removed, the case was assigned
to the undersigned magistrate judge, to whose jurisdiction
the parties consented. See doc. no. 8.
defendant now moves to dismiss pursuant to Federal Rule of
Civil Procedure 12(b)(2), contending that this court lacks
personal jurisdiction over it. See doc. no. 5. On
this same basis, but in the alternative, the defendant asks
the court to transfer this matter to the United States
District Court for the Eastern District of Tennessee. See
id. The plaintiff objects. See doc. no. 9.
Concluding that the plaintiff has not demonstrated that the
defendant purposefully availed itself of the privilege of
conducting activities in New Hampshire, the court grants the
defendant's motion in part and transfers this matter to
the Eastern District of Tennessee.
plaintiff bears the burden of demonstrating that personal
jurisdiction exists. See A Corp v. All Am. Plumbing,
Inc., 812 F.3d 54, 58 (1st Cir. 2016). "To
establish personal jurisdiction in a diversity case, a
plaintiff must satisfy both the forum state's long-arm
statute and the Due Process Clause of the Fourteenth
Amendment." C.W. Downer & Co. v. Bioriginal Food
& Sci. Corp., 771 F.3d 59, 65 (1st Cir. 2014) . As
New Hampshire's long-arm statute "reaches to the
full extent that the Constitution allows," however, the
court's sole inquiry is whether exercising personal
jurisdiction would comport with due process. See Phillips
Exeter Acad, v. Howard Phillips Fund, 196 F.3d 284, 287
(1st Cir. 1999). Due process requires that a defendant have
sufficient "minimum contacts" with the forum state
"such that the maintenance of the suit does not offend
traditional notions of fair play and substantial
justice." Int'l Shoe Co. v. Washington, 326
U.S. 310, 316 (1945) (internal quotation marks omitted).
a federal court may exercise general or specific personal
jurisdiction over a defendant, in this case the plaintiff
only asserts specific personal jurisdiction, "i.e.,
jurisdiction over [this defendant] for the purpose of this
specific lawsuit." Scottsdale Capital Advisors Corp.
v. The Deal, LLC, 887 F.3d 17, 20 (1st Cir. 2018)
(citations omitted). To establish specific personal
jurisdiction, a plaintiff must demonstrate that (1) its claim
"directly arises out of or relates to the
defendant's forum-state activities"; (2) "the
defendant's contacts with the forum state represent a
purposeful availment of the privilege of conducting
activities in that state, thus invoking the benefits and
protections of that state's laws and rendering the
defendant's involuntary presence in that state's
courts foreseeable"; and (3) "the exercise of
jurisdiction is ultimately reasonable." Id.
(citation omitted). "Failure to make any one of these
showings dooms any effort to establish personal
jurisdiction." Id. (citation omitted).
the court may evaluate personal jurisdiction under one of
several standards, see A Corp, 812 F.3d at 58 &
n. 5, the plaintiff seeks to meet its burden in this case
under the prima facie standard. See doc. no. 9-1 at
4. This is the standard "most commonly employed in the
early stages of litigation," see A Corp, 812
F.3d at 58 n. 5, and the defendant does not dispute its
applicability here. Under the prima facie standard, the
plaintiff may not "rely on unsupported
allegations," but must rather "proffer evidence
which, if credited, is sufficient to support findings of all
facts essential to personal jurisdiction." See
Scottsdale, 887 F.3d at 20 (brackets and citations
omitted). "The court, in turn, must view this evidence,
together with any evidence proffered by the defendant, in the
light most favorable to the plaintiff and draw all reasonable
inferences therefrom in the plaintiff's favor."
Carreras v. PMG Collins, LLC, 660 F.3d 549, 552 (1st
Cir. 2011) (citation omitted). The court "need not,
however, credit bald allegations or unsupported
conclusions." Id. (citation omitted).
in Seabrook, New Hampshire, the plaintiff manufactures and
supplies dips, spreads, and salads. Doc. no. 9-2 ¶ 3.
The defendant is a Tennessee manufacturer of food products
for wholesale and retail sellers with facilities in Knox
County, Tennessee. Doc. no. 5-1 ¶¶ 3, 4. In early
2016, the plaintiff sought to provide services to a new,
"substantial" customer. Doc. no. 9-2 ¶¶
4. In order to meet this customer's demand,
representatives of the plaintiff visited the defendant in
Tennessee and requested that the defendant manufacture food
products for the plaintiff at the defendant's plant.
Id. ¶ 5.
parties negotiated for several weeks. Id. ¶ 5.
During this time, the parties exchanged "substantial
communications" between Tennessee and New Hampshire.
Id. In mid-April 2016, the plaintiff signed a
Contract Manufacturing Agreement in New Hampshire.
Id. ¶ 6. The plaintiff forwarded this agreement
to the defendant, which signed it in Tennessee. Id.;
doc. no. 5-1 ¶ 6.
contract specified that the defendant would manufacture and
package product for the plaintiff at the defendant's
facility in Knoxville, Tennessee. Doc. no. 9-3 at 4. Under
the contract, no product could be manufactured, packaged, or
tested at any location other than that facility without the
plaintiff's consent. Id. The contract also
required that the defendant receive the plaintiff's
permission before storing product outside of the Knoxville
facility. Id. The contract provided for a term of
three years, and stated that it "shall be governed by,
construed and enforced in accordance with the substantive
internal law of the State of Tennessee, without regard to its
conflict of law principles." Id. at 12, 15. The
contract required that the defendant produce product
consistent with the plaintiff's specifications and
requirements and ship that product consistent with purchase
orders received from the plaintiff's customer. Doc. no.
9-2 ¶ 7.
plaintiff represents that its customer "operated
nationwide, and that it was common knowledge that the
customer had multiple stores in New Hampshire, and, as a
result that the product would be shipped to multiple stores
in New Hampshire." Id. According to the
plaintiff, these shipments "occurred regularly
throughout the course of the relationship." Id.
Though the defendant concedes that it shipped product to
several different states, it does not believe that it sent
shipments to New Hampshire. Doc. no. 5-1 ¶ 11.
parties' relationship progressed, an increasing number of
issues arose related to the defendant's performance under
the contract. Doc. no. 9-2 ¶¶ 8, 9. The parties
regularly communicated by telephone and email, and some of
these communications were directed to or from New Hampshire.
Id. ¶ 8. The plaintiff also sent personnel to
the defendant's plant in Tennessee to monitor product.
Doc. no. 5-1 ¶ 9. The plaintiff ultimately terminated
the contract in July 2017, at which point the defendant
returned certain packaging to the plaintiff. Id.
¶ 12; doc. no. 9-2 ¶ 10. No ...