The opinion of the court was delivered by: Shadur, District Judge.
MEMORANDUM OPINION AND ORDER
Met-L-Wood Corporation ("Met-L-Wood") sues SWS Industries, Inc. ("SWS")
for breach of contract in each of these related actions. SWS has moved
alternatively (1) to dismiss both actions under Fed.R.Civ.P. ("Rule") 12
(b)(2) for lack of personal jurisdiction or (2) to transfer them under
28 U.S.C. § 1404 (a) ("Section 1404(a)") to the
District Court for the District of New Jersey.*fn1 For the reasons
stated in this memorandum opinion and order, each of SWS' motions to
dismiss is denied and each of its motions to transfer is granted.
Both parties have submitted affidavits.*fn2 In the following statement
of facts, any factual conflicts have been resolved in favor of the
non-moving party (Met-L-Wood) and Met-L-Wood's Complaint allegations have
been accepted as true. Neiman v. Rudolph Wolff & Co., 619 F.2d 1189, 1190
(7th Cir.), cert. denied, 448 U.S. 920, 101 S.Ct. 819, 66 L.Ed.2d 148
Met-L-Wood, a Delaware corporation with its principal place of business
in Bedford Park, Illinois, manufactures panels used in the installation
of curtain wall systems. SWS, a New Jersey corporation with its principal
place of business in Moonachie, New Jersey, installs window and curtain
wall systems in commercial and industrial buildings.
In 1982 two SWS employees visited Met-L-Wood's Illinois offices and
plant to assess Met-L-Wood's manufacturing capability. During their visit
they discussed with a Met-L-Wood executive general terms and prices
offered by Met-L-Wood for the fabrication of curtain wall panels.
Following the visit SWS ordered panels from Met-L-Wood for five separate
construction projects in New Jersey, two of which ("Mercedes," contracted
for in May 1983, and "Hasbrouck," contracted for in August 1983) are the
subjects of these actions. Before the manufacture of the Hasbrouck panels
and during the manufacture of the Mercedes panels, an SWS agent made two
additional inspection visits to Met-L-Wood's plant. SWS and Met-L-Wood
also exchanged numerous letters and phone calls.
On May 80, 1984 SWS sued Met-L-Wood and the Mercedes general contractor
in a New Jersey state court for declaratory judgment of its rights and
duties under the Mercedes contract. On June 1 Met-L-Wood sued SWS in this
Court for breach of the same contract. Six weeks later Met-L-Wood filed a
second contract action against SWS in this District Court for failure to
make payments on the Hasbrouck contract.*fn4
This Court recently discussed at considerable length the standards by
which, under Illinois law (applicable here as well), personal
jurisdiction over nonresident defendants must be determined. Club
Assistance Program, Inc. v. Zukerman, 594 F. Supp. 341 (1984). Because
SWS' primary concern seems to be in having these actions heard in New
Jersey as opposed to having them dismissed outright, and because transfer
to New Jersey will render Illinois jurisdiction irrelevant, this opinion
will abbreviate the detailed analysis in Club Assistance.
Federal courts sitting in Illinois must separately analyze the Illinois
long-arm statute (Ill.Rev.Stat. ch. 110, ¶ 2-209, "Section 2-209")
and the constitutional constraints of due process to determine the
existence of personal jurisdiction over nonresident defendants.
Jacobs/Kahan & Co. v. Marsh, 740 F.2d 587, 589 (7th Cir. 1984). This
opinion therefore addresses both considerations.
As relevant for current purposes, the long-arm statute establishes
personal jurisdiction over a nonresident "as to any cause of action
arising from . . . the transaction of any business" in Illinois. Section
2-209(a). "Transaction of business" may perhaps require more than "mere
solicitation" (Loggans v. Jewish Community Center, 113 Ill. App.3d 549,
556, 69 Ill.Dec. 484, 489, 447 N.E.2d 919, 924 (1st Dist. 1983)), though
that has been cast in some doubt by the Illinois Supreme Court's most
recent pronouncement in the field, Maunder v. DeHavilland Aircraft of
Canada, Ltd., 102 Ill.2d 342, 351-52, 80 Ill.Dec. 765, 769-770,
466 N.E.2d 217, 221-22 (1984). But in any event our Court of Appeals has
made it clear in two recent cases that nearly anything beyond
solicitation qualifies as the transaction of business. Deluxe Ice Cream
Co. v. R.C.H. Tool Corp., 726 F.2d 1209, 1216 (1984) found the
"transaction of business" requirement satisfied by two conversations
defendant's agent held in Illinois
to discuss the purchase and repair of equipment that was the subject of
the suit. In Jacobs/Kahan, 740 F.2d at 590, defendants' sole contact with
Illinois was sending an agent to Chicago on one occasion to inspect
plaintiff's operations, finish negotiating its service contract with
plaintiff and sign the contract. That partial negotiation and execution in
Illinois were held the "transaction of business" (id.).
These actions plainly resemble both Jacobs/Kahan and Deluxe Ice Cream
in that SWS agents made three separate visits to Met-L-Wood's plant in
Illinois, the first before entering into the contracts and the others to
inspect the work in progress. Those visits obviously satisfy the
"transaction of business" requirement under the teaching of the cases.
SWS argues the visits by its agents do not satisfy the "arising from"
language of Section 2-209 because the contract dispute arose from the
manufacture of the panels, not from the visit by the SWS employees. Such
a reading is far too narrow. Jacobs/Kahan emphasized "arising from" is to
be construed broadly to encompass any cause of action that "lie[s] in the
wake" of the transaction of business. Both contracts in issue may fairly
be said to have resulted ...