Vu v. RSI Racing Solutions, Inc.

          ORDER

          Landya McCafferty, United States District Judge.

         Plaintiff Sonny Vu sues defendant RSI Racing Solutions, Inc. (“RSI”) for claims arising out of the parties' agreements regarding upgrades to a Dodge Viper automobile. RSI moves to dismiss this action pursuant to Federal Rule of Civil Procedure 12(b)(2), claiming that the court lacks personal jurisdiction over it. Doc. no. 14.^[1] Alternatively, RSI requests that the court transfer this case to the United States District Court for either the Eastern or Northern District of Texas pursuant to 28 U.S.C. § 1404(a). Doc. no. 15. Vu objects to both motions. Doc. nos. 17 & 19. On October 11, 2019, the court heard oral argument on these motions. Because Vu has failed to make a prima facie showing that this court has personal jurisdiction over RSI, the court cannot exercise jurisdiction over this suit. Instead of dismissing this action, however, the court will transfer the case to the United States District Court for the Eastern District of Texas.

         STANDARD OF REVIEW

         When a defendant contests personal jurisdiction under Rule 12(b)(2), the plaintiff bears the burden of persuading the court that jurisdiction exists. See Mass. Sch. of Law at Andover, Inc. v. Am. Bar Ass'n, 142 F.3d 26, 34 (1st Cir. 1998). Where, as here, the court considers a Rule 12(b)(2) motion without holding an evidentiary hearing, the court applies the prima facie standard. See Sawtelle v. Farrell, 70 F.3d 1381, 1386 n.1 (1st Cir. 1995). To make a prima facie showing of jurisdiction, a plaintiff cannot rest on the pleadings, but must adduce evidence of specific facts supporting jurisdiction. See Foster-Miller, Inc. v. Babcock & Wilcox Canada, 46 F.3d 138, 145 (1st Cir. 1995).

         The court “draws the facts from the pleadings and the parties' supplementary filings, including affidavits, taking facts affirmatively alleged by the plaintiff as true and viewing disputed facts in the light most favorable to plaintiff.” Sawtelle, 70 F.3d at 1385. The court may also consider the facts posited by defendant, to the extent they are uncontradicted. See Mass. Sch. of Law, 142 F.3d at 34. But the court need not “credit conclusory allegations or draw farfetched inferences.” Id. (internal quotation marks omitted). In short, the court does not sit as a fact-finder; it “ascertains only whether the facts duly proffered, fully credited, support the exercise of personal jurisdiction.“ Rodriguez v. Fullerton Tires Corp., 115 F.3d 81, 84 (1st Cir. 1997).

         BACKGROUND

         During all relevant times, Vu lived part-time in New Hampshire and part-time in Vietnam. He paid taxes as a resident of Salem, New Hampshire and held a New Hampshire driver's license.

         Vu wanted to buy a used Dodge Viper automobile and sought the assistance of an experienced Viper mechanic or dealer to help him. In November 2015, Vu found RSI's website, www.racingsolutions.com. RSI is a corporation incorporated in Texas, with its principal and sole place of business in Plano, Texas. RSI does not have a physical office in New Hampshire or own any assets or property in this state. RSI's website advertises it as “the leader in Dodge Viper performance” and explains that it provides “retail or wholesale product sales, manufacturing, tuning and turn-key installations.” Doc. nos. 11 at ¶ 8, 19-4 at 3. The website also advertises that “in less than 4 weeks you could be driving your very own RSI Twin Turbo Gen 5 Viper!” Doc. no. 19-4 at 2.

         Vu contacted RSI via email about visiting RSI while Vu was in Texas. Doc. no. 14-3 at 3. RSI's owner responded to Vu's email and informed him of RSI's business hours. After visiting RSI's shop in Texas, Vu entered into a written contract with RSI to purchase a used 2014 Dodge Viper located in West Virginia. Doc. no. 14-4. Pursuant to the contract, an RSI representative traveled to West Virginia on Vu's behalf, inspected the 2014 Dodge Viper, purchased it, and transported it back to RSI's shop in Plano, Texas. Vu paid RSI $82, 500.00 for the cost of the vehicle, inspection, and transportation.

         Vu and RSI subsequently made multiple oral agreements, via email and telephone, regarding modifications and upgrades to the Viper. See, e.g., doc. no. 14-7 at 2-4. RSI initiated these agreements by calling Vu or sending him emails to convince him to agree to and pay for additional upgrades. See doc. no. 19-3. RSI mailed the sales orders for these upgrades to Vu's mailing address in New Hampshire. Doc. no. 14-5.^[2]

         Between November 2015 and August 2016, Vu sent RSI six additional payments totaling over $150, 000.00 for upgrades to the Viper. Vu submitted all payments to RSI via wire transfer from a bank in New Hampshire. RSI initially promised that the modifications and upgrades would be completed during the first half of 2016. It then postponed the completion date until 2017.

         By June 2019, when Vu filed this suit, the modifications remained incomplete and RSI retained possession of the Viper. Vu filed an amended complaint in August 2019. Doc. no. 11. The amended complaint alleges six claims: breach of contract; unjust enrichment; breach of implied covenant of good faith and fair dealing; violation of the New Hampshire Consumer Protection Act (“CPA”); intentional misrepresentation; and conversion. According to Vu, these claims are not premised on breach of the parties' written contract; rather, they arise from the parties' subsequent oral agreements for modifications and upgrades to the Viper.

         DISCUSSION

         RSI moves to dismiss Vu's suit, arguing that this court lacks personal jurisdiction over RSI. Alternatively, RSI requests that this court transfer the action to a district court in Texas. The court addresses each motion in turn.

         I. Motion to Dismiss for Lack of Personal Jurisdiction

         “Personal jurisdiction implicates the power of a court over a defendant.” Foster-Miller, 46 F.3d at 143. “An exercise of jurisdiction must be authorized by state statute and must comply with the Constitution.” Harlow v. Children's Hosp., 432 F.3d 50, 57 (1st Cir. 2005). New Hampshire's long-arm statute reaches as far as the Constitution allows. Phillips Exeter Acad. v. Howard Phillips Fund, 196 F.3d 284, 287 (1st Cir. 1999). Therefore, the court's inquiry is whether the constitutional requirements of due process have been met. See Id. “The Due Process Clause prohibits a court from imposing its will on persons whose actions do not place them in a position where they reasonably can foresee that they might be called to account in that jurisdiction.” Id. Grounded in principles of fundamental fairness, the court's personal jurisdiction inquiry focuses on the quality and quantity of defendant's contacts with the forum state. See Id. at 288.

         Personal jurisdiction may be either specific or general. Cossaboon v. Maine Med. Ctr., 600 F.3d 25, 31 (1st Cir. 2010). Vu argues only that this court has specific jurisdiction over RSI. The court limits its analysis accordingly.

         Specific jurisdiction allows the court to hear a case if the action “relates sufficiently to, or arises from, a significant subset of contacts between the defendant and the forum.” Baskin-Robbins Franchising LLC v. Alpenrose Dairy, Inc., 825 F.3d 28, 35 (1st Cir. 2016) (internal quotation marks omitted). To determine whether specific jurisdiction exists, courts consider three elements: relatedness, purposeful availment, and reasonableness. Phillips v. Prairie Eye Center, 530 F.3d 22, 27 (1st Cir. 2008). Plaintiff must prove that each of these three requirements is met. Id. The court assumes for the sake of argument that Vu can satisfy the relatedness prong of the tripartite test and focuses its analysis on the purposeful availment inquiry. See Copia Commc'ns, LLC v. AMResorts, L.P., 812 F.3d 1, 4 (1st Cir. 2016) (skipping to purposeful availment inquiry and resting decision on plaintiff's failure to meet that requirement); Adams v. Adams, 601 F.3d 1, 6 (1st Cir. 2010) (assuming for the sake of argument that plaintiff could satisfy relatedness element and focusing on purposeful availment requirement).

         The purposeful availment requirement relates to the defendant's “intentionality” with respect to the forum state. Adams, 601 F.3d at 6. In considering this element, the court must ask “whether a defendant has deliberately targeted its behavior toward the society or economy of a particular forum such that the forum should have the power to subject the defendant to judgment regarding that behavior.” Baskin-Robbins, 825 F.3d at 36 (internal quotation marks and brackets omitted). This requirement ensures that a defendant will not be subjected to the exercise of jurisdiction based “solely on random, isolated or fortuitous contacts with the forum state.” Id. (internal quotation marks omitted).

         The two “cornerstones” of purposeful availment are voluntariness and foreseeability. PREP Tours, Inc. v. Am. Youth Soccer Org.,913 F.3d 11, 19-20 (1st Cir. 2019). Voluntariness requires that the defendant's contacts with the forum state result from actions of the defendant itself; not from the unilateral actions of the plaintiff. See Id. at 20. Foreseeability in this context means that defendant's conduct and connection to the forum state “are such that he should ...