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TINGSTOL CO. v. RAINBOW SALES

July 2, 1998

THE TINGSTOL COMPANY, Plaintiff,
v.
RAINBOW SALES, INC., Defendant.



The opinion of the court was delivered by: ALESIA

MEMORANDUM OPINION AND ORDER

 ALESIA, District Judge.

 Before the court is a motion filed by defendant Rainbow Sales, Inc. ("Rainbow"). This motion is Rainbow's motion to dismiss plaintiff Tingstol Company's ("Tingstol") complaint for lack of personal jurisdiction pursuant to Federal Rule of Civil Procedure 12(b)(2). Rainbow also requests leave to file a motion for change of venue pursuant to 28 U.S.C. § 1404(a). For the reasons that follow, the court denies defendant's motion to dismiss and grants defendant leave to file a motion for change of venue.

 I. BACKGROUND

 The plaintiff Tingstol is a Delaware corporation with its principal place of business in Illinois. Tingstol is a manufacturer of printed circuit boards. Defendant Rainbow is a Florida corporation with its principal place of business in Florida. Rainbow acts as a sales representative for various manufacturers.

 In November of 1983, Rainbow initiated contact with Tingstol concerning Rainbow's desire to enter into an exclusive sales agreement with Tingstol. On November 15, 1983, Rainbow and Tingstol negotiated and entered into a verbal agreement in Illinois, whereby Tingstol retained Rainbow to represent it in Florida. Tingstol agreed to pay Rainbow a commission on sales of Tingstol's products in Florida. This agreement was reduced to writing on March 27, 1986, when the parties entered into a written sales agency agreement. This written agreement was modified on January 19, 1993 and again on July 1, 1993. These three written agreements specifically provided that any disputes relating to the agreements were to be construed under Illinois law. On November 19, 1996, Tingstol served Rainbow with a sixty day notice of termination.

 A controversy exists between the parties concerning Tingstol's alleged obligation to pay commissions to Rainbow on orders that were placed and processed following Rainbow's termination. Tingstol is seeking a declaratory judgment ordering that it has no obligation to pay Rainbow any sales commissions on orders issued following Rainbow's termination. This court has subject matter jurisdiction of this action pursuant to 28 U.S.C. § 1332 in that the matter in controversy exceeds the sum of $ 75,000 and the parties are citizens of different states.

 II. DISCUSSION

 A. Standard for deciding a Rule 12(b)(2) motion to dismiss

 In evaluating a Rule 12(b)(2) motion to dismiss, the plaintiff bears the burden of providing sufficient facts to establish personal jurisdiction. McIlwee v. ADM Industries, Inc., 17 F.3d 222, 223 (7th Cir. 1994). The court may consider affidavits, depositions and other documents outside the pleadings, but must construe all facts concerning jurisdiction in favor of the non-moving party. Turnock v. Cope, 816 F.2d 332, 333 (7th Cir. 1987).

 A. Personal jurisdiction over Rainbow

 In a diversity case, a federal district court in Illinois has personal jurisdiction over a nonresident defendant only if an Illinois court would have jurisdiction. Dehmlow v. Austin Fireworks, 963 F.2d 941, 945 (7th Cir. 1992). Under the Illinois long-arm statute, state courts have general jurisdiction over any claims against nonresident defendants "doing business" within the state or specific jurisdiction over claims arising from nonresident defendants' acts within the state. 735 ILL. COMP. STAT. 5/2-209(a), (b). The statute also provides for jurisdiction on any other basis permitted by the Illinois and the United States Constitutions. 735 ILL. COMP. STAT. 5/2-209(c).

 In determining whether a court may exercise personal jurisdiction over a nonresident defendant, the court must ordinarily perform a two-pronged analysis: (1) the court must examine whether defendant's alleged acts fall within those enumerated in the state's long arm statute and, if so, (2) the court must determine whether the exercise of jurisdiction comports with federal constitutional limitations of due process. Dehmlow, 963 F.2d at 945. However, like many states, Illinois' long-arm statute potentially extends personal jurisdiction to the limits of the due process clause and its minimum contacts standard. 735 ILL. COMP. STAT. 5/2-209(c); Dehmlow, 963 F.2d at 945. Therefore, if jurisdiction over Rainbow would meet federal constitutional requirements, it would also comport with Illinois' long-arm statute. Thus, the inquiry is now whether this court may assert in personam jurisdiction over a defendant consistent with due process. Wallace v. Herron, 778 F.2d 391, 393 (7th Cir. 1985).

 Due process measures the limits of personal jurisdiction by the strength of the relationship between the defendant and the forum state. Federal due process requires that the defendant have "minimum contacts with [the forum] such that the maintenance of the suit does not offend 'traditional notions of fair play and substantial justice.'" International Shoe Co. v. Washington, 326 U.S. 310, 316, 90 L. Ed. 95, 66 S. Ct. 154 (1945). Courts have typically considered the due process analysis as a two-part inquiry: (1) the court must first determine whether minimum contacts exist, and if ...


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