the painting in question and performed its part of the bargain in
Illinois is irrelevant for jurisdictional purposes. Defendant
performed its part of the bargain in Nashville. These facts will
not support long-arm jurisdiction in Illinois.
Finally, while physical presence in Illinois is not always
required to assert long-arm jurisdiction, it is one factor which
may be looked at to determine whether a party has "transacted
business" in Illinois. See, e.g., United Air Lines, Inc. v.
Conduction Corp., 69 Ill.App.3d 847, 26 Ill. Dec. 344, 348,
387 N.E.2d 1272, 1276 (1st Dist. 1979). Where a party enters Illinois
and initiates or solicits a transaction, the courts will find
that jurisdiction exists. Caicos Petroleum, supra, at 154.
Further, where a defendant engages in substantial pre-contract
negotiations which eventuate in the execution of the contract,
even in a single session, this will constitute transacting
business for jurisdictional purposes. Ronco, supra, at 396;
United Air Lines, supra, 69 Ill.App.3d 847, 26 Ill.Dec. at 349,
387 N.E.2d at 1277. However, mere physical presence in Illinois
unrelated to the transaction in question will not satisfy the
requirements even where some of the events leading up to the
execution of the final contract occurred in Illinois as a result
of that presence. Ronco, supra, at 396 n. 7. Further, a contract
negotiated in Illinois which is later rejected will not provide
the basis of jurisdiction of a later different contract between
the same parties. See Cook Associates, supra, 87 Ill.2d 190, 57
Ill.Dec. at 733-34, 429 N.E.2d at 850-51; see also Drilled
Foundations, Inc. v. Strata-Dyne, Inc., No. 79 C 4242, slip op.
at 1 (N.D.Ill. Nov. 13, 1980) (Grady, J.).
The question presented in the present case is whether
defendant's two visits to Illinois can be characterized as
transacting business under these interpretations of the statute.
Defendant's first visit to the gallery, made while he was
attending a medical convention in Chicago, cannot be
characterized as transacting business. Although plaintiff asserts
in its responsive memorandum that this visit was an important
component of the transaction (Plaintiff's Response to Defendant's
Motion to Dismiss, at pp. 3, 9-10), there is no reference in
plaintiff's representative's affidavit to the fact that defendant
negotiated, much less entered into, any contract on that first
visit. Mere "fascination and interest" in a number of works of
art, including the one ultimately the basis of this dispute, does
not constitute the solicitation of a transaction and thus is not
sufficient for jurisdictional purposes.
Defendant's second visit presents a closer question. It is
unclear from the affidavits and pleadings which party actually
initiated the transaction or the extent and timing of the
negotiations which provide the basis for this cause of action.
Therefore, we must resolve such conflicts in favor of the
plaintiff in determining whether jurisdiction exists. United
States Ry. Co. v. Port Huron & Detroit R.R. Co., 495 F.2d 1127,
1128 (7th Cir. 1974). Defendant states, and plaintiff does not
refute, that this second visit was made in conjunction with a
meeting of a professional medical society. At the very least,
there was a dual purpose in defendant's second visit to Chicago.
Plaintiff asserts, however, that during this second visit,
lasting 30-60 minutes, defendant engaged in negotiations by
suggesting combinations of his paintings to be traded for
plaintiff's painting. Affidavit of Judith D. Sternberg, ¶ 8
("Affidavit"). However, plaintiff admits that "we did not settle
which works would be exchanged." Affidavit, ¶ 8. Further, any
contract offers that directly resulted from this second visit
were admittedly rejected by plaintiff. Affidavit, ¶¶ 9 and 10.
The contract that is the subject of this litigation and which
specifically included the painting currently in dispute was
entered into subsequent to such rejections. Therefore, we find
that this second visit, even when considered together with the
first visit, could not be characterized as substantial
negotiation and thus does not meet the jurisdictional
requirements for transacting business. Even if this second
meeting could be characterized as a negotiation, still, under
Cook Associates, the offers and rejections interposed between
that visit and the agreement ultimately entered into would defeat
jurisdiction. Further, even considering all components of
defendant's contacts with Illinois together, we find there is not
a sufficient basis for asserting jurisdiction under the Illinois
Accordingly, defendant's motion to dismiss for lack of
jurisdiction is granted.*fn5