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February 3, 2004.


The opinion of the court was delivered by: CHARLES NORGLE, District Judge


Before the court is Defendants' Motion to Dismiss Plaintiffs' Amended Complaint brought pursuant to Federal Rules of Civil Procedure 12(b)(2) and (3).*fn1 For the following reasons, Defendants' motion is denied.


  Defendant LA Oasis, Inc. ("LA Oasis") is an Indiana corporation which owns and operates a retail petroleum station located at 9247 Taft Street, Merriville, Indiana ("Taft Station"). Defendant Harry Randhawa is an officer and shareholder of LA Oasis.

  In December of 1997, LA Oasis and Randhawa (hereinafter collectively referred to a "Defendants") entered into several agreements with the Shell Oil Company ("Shell"). Specifically, on December 1, 1997, Randhawa entered into an agreement guarantying prompt and full payment Page 2 of all indebtedness incurred by LA Oasis to Shell ("General Guaranty"), On December 2, 1997, LA Oasis entered into a Dealer Agreement relating to the Taft Station with Shell. The Dealer Agreement required, among other things, that LA Oasis purchase certain quantities of gasoline from Shell each month, and sell Shell-branded motor fuels and lubricants under Shell's trademarks, brand names, service marks and color schemes. Defendants also entered into a Promissory Note ("Note") on December 2, 1987, in which Shell agreed to pay Defendants $350,000 for the purpose of financing improvements at the Taft Station pursuant to the Dealer Agreement. Additionally, on the same date, Randhawa signed agreements in which he personally guaranteed the Note ("Note Guaranty") and in which LA Oasis gave Shell a security interest in certain assets to secure payment on all existing and future indebtedness, liabilities and obligations ("Security Agreement").

  Upon execution of the Dealer Agreement, Note, Note Guaranty, Security Agreement, and General Guaranty (hereinafter collectively referred to as "Dealer Instruments"), Defendants commenced a commercial relationship with Shell lasting about three years. Under the terms of the Dealer Agreement, Defendants operated the Taft Station until May 12, 2003, the date on which the Dealer Agreement expired.

  On September 1, 2002, Shell entered into a Wholesale Marketer Agreement ("Wholesale Agreement") with Plaintiff RM Petroleum ("RMP"), RMP is an Illinois Corporation with its principal place of business in Chicago, Illinois. Under the terms of the Wholesale Agreement, RMP was authorized, as a non-exclusive wholesaler, to sell Shell products in Lake County, Indiana. On October 10, 2002, Shell, through its successor Equilon, assigned to RMP all of Shell's retail operations in Lake County, Indiana, including the contractual rights and obligations pursuant to the Dealer Instruments, Pursuant to the assignment, RMP took the place of Shell in supplying Shell-branded Page 3 products to Defendants at the Taft Station pursuant to the Dealer Instruments, Numerous purchases and sales were transacted.

  In December 2002, Randhawa made at least three telephone calls to the Illinois home of Plaintiff Robert Stambolic., the President of RMP, Plaintiffs allege that these calls conveyed threatening messages, including threats that he intended to murder Stambolic and his family. Plaintiffs further allege that these threats were an attempt to coerce Stambolic into a particular course of action regarding the Dealer Instruments.

  After May 12, 2003, Defendants treated the Dealer Agreement as terminated, Defendants also allegedly continued to sell Shell-branded products and commingle Shell-branded gasoline with unbranded gasoline despite the presence of Shell-branded trademarks, colors and other Shell identifications on or about the Taft Station.

  On May 20, 2003, Plaintiffs filed the present lawsuit. On September 9, 2003, Plaintiffs filed a First Amended Complaint alleging that Defendants breached the various Dealer Agreements, violated the Lanham Act, 15 U.S.C. § 1051-1127-1127, and that Defendant Randhawa committed thetort of assault against Stambolic. On October 2, 2003, Defendants filed their Motion to Dismiss Plaintiffs' First Amended Complaint, which asserts that the court lacks personal jurisdiction over both Defendants and that venue is improper, On January 24, 2004, after granting Plaintiffs' Motion to Set Ruling on Defendants' Motion to Dismiss, the court heard oral argument on Defendants' Motion to Dismiss, Defendants' Motion to Dismiss is now ready for ruling.


  Once a defendant has challenged a court's exercise of personal jurisdiction, the plaintiff has the burden of demonstrating that the court's exercise of personal jurisdiction over a defendant is Page 4 proper. See RAR, Inc. v. Turner Diesel. Ltd., 107 F.3d 1272, 1276 (7th Cir. 1995). "In deciding a motion to dismiss for lack of personal jurisdiction, the court may receive and consider affidavits from both parties." Glass v. Kemper Corp., 930 F. Supp. 332, 337 (N.D. Ill. 1996) (citing Turnock v. Cope, 816 F.2d 332, 333 (7th Cir. 1987)). "The court resolves factual disputes in the pleadings and affidavits in favor of the plaintiff, but takes as true facts contained in the defendant's affidavit that remain unrefuted by the plaintiff." Id. (citing Nelson v. Park Industries Inc., 717 F.2d 1120, 1123 (7th Cir. 1983)).


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