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GMAC REAL ESTATE v. CANYONSIDE REALITY

June 15, 2005.

GMAC REAL ESTATE, LLC, Plaintiff,
v.
CANYONSIDE REALITY, INC. ET AL. Defendants.



The opinion of the court was delivered by: JAMES HOLDERMAN, District Judge

MEMORANDUM OPINION AND ORDER

Plaintiff GMAC Real Estate, LLC ("GMAC"),*fn1 invoking this court's diversity jurisdiction pursuant to 28 U.S.C. § 1332, filed a one count first amended complaint on February 18, 2005 alleging breach of contract against defendants Canyonside Realty, Inc., and Canyonside Reality, Inc.'s owners and principles Bonny J. Ross, Daniel A. Suhr, and Wanda Foster (collectively "Canyonside"). (Dkt. No. 8). On March 15, 2005, Canyonside filed its current motion to dismiss for lack of personal jurisdiction and improper venue, pursuant to Rule 12(b)(2) and 12(b)(3) of the Federal Rules of Civil Procedure ("Rules"), or in the alternative to transfer this case, pursuant to 28 U.S.C. § 1404 or 28 U.S.C. § 1406, to the venue of the United States District Court for the District of Idaho. (Dkt. No. 15). For the reasons set forth below, Canyonside's motion to dismiss for lack of personal jurisdiction and improper venue, or in the alternative to transfer venue, is denied. BACKGROUND

According to its first amended complaint, GMAC sells franchises to residential real estate brokerage offices throughout the United States. (Dkt. No. 8 at ¶ 1). Under the franchise agreement, the franchisee is allowed to use GMAC's trade and service marks. (Id.) In return, the franchisee pays GMAC transaction and advertising fees based on the commissions and fee income produced by the franchisee. (Id. at ¶ 12). The agreement provides GMAC with a right to inspect and audit the franchisee's accounting records and books in order to determine whether the franchisee is making the appropriate fee payment to GMAC. (Id. at ¶ 13).

  GMAC is currently a limited liability company existing under the laws of the State of Delaware having its principle place of business in Illinois.*fn2 (Id. at ¶ 1). Canyonside is an Idaho company with its principle place of business in Idaho (Id. at ¶ 3), and the individual defendants are all Idaho citizens and residents. (Id. at ¶¶ 4-6). GMAC and Canyonside entered into a franchise agreement in 1999 that allowed Canyonside to operate GMAC franchises in Idaho. The individual defendants also personally guaranteed Canyonside's obligations for the first eighteen months following the consummation of the 1999 agreement up to a total liability of $15,000. (Id. at ¶ 11).

  When GMAC and Canyonside entered into the franchise agreement at dispute in this case in 1999, GMAC had its principle place of business in New Jersey. The parties' briefs disagree as to when GMAC moved its offices to Illinois, GMAC stating February 4, 2002 (Dkt. No. 21 at pg. 7), Canyonside saying it was in early 2003. (Dkt. No. 16 at pg. 5).

  GMAC alleges that upon auditing Canyonside's books and records, it determined that Canyonside owed GMAC an additional $86,230.21 due to under reporting by Canyonside. (Dkt. No. 8 at ¶ 15-17). GMAC alleges that Canyonside abandoned its contract instead of paying GMAC so the total sum now due to GMAC is $132,906.11. (Id. at ¶ 23).

  Canyonside argues for dismissal or transfer to Idaho because it is an Idaho business run by Idaho residents who have never engaged in any type of contact with Illinois. It states that it has no assets, property or bank accounts in Illinois, that all communications creating the franchise agreement occurred between Idaho and New Jersey, its owners and employees never traveled to Illinois in connection with the franchise agreement, that no payments under the agreements have ever been sent to Illinois, all reports were created in Idaho, the audit that resulted in the alleged under reporting of fees occurred in Idaho and it has never sent any emails or made any telephone calls to Illinois. (Dkt. No. 16 at pg. 6-7).

  GMAC counters that this is an Illinois case because Canyonside is attempting to break its contract with an Illinois company. According to GMAC, Canyonside has had a series of on going communications with GMAC when GMAC was located in Illinois including financial reports and requests for reimbursements. GMAC's position is that Canyonside has been doing business with an Illinois company over an extended period of time, so Canyonside should not be surprised when it is sued in an Illinois court. STANDARD OF REVIEW

  GMAC, as the plaintiff, "bears the burden of demonstrating the existence of personal jurisdiction" over Canyonside. Waldock ex rel. John H. Waldock Trust v. M.J. Select Global, Ltd., No. 03 C 5293, 2004 WL 2278549, at *2 (N.D. Ill. Oct. 7, 2004) (citing Jennings v. AC Hydraulic A/S, 383 F.3d 546, 549 (7th Cir. 2004); RAR, Inc. v. Turner Diesel, Ltd., 107 F.3d 1272, 1276 (7th Cir. 1997)). "A plaintiff need only make a prima facie showing that jurisdiction over a defendant is proper." Budget Rent a Car Corp. v. Crescent Ace Hardware, No. 03 C 930, 2003 WL 21673932, at *2 (N.D. Ill. July 16, 2003) (citing Michael J. Neuman & Assoc., Ltd. v. Florabelle Flowers, Inc., 15 F.3d 721, 724-25 (7th Cir. 1994)). "The court may receive and consider affidavits from both parties" on the question of jurisdiction. Interlease Aviation Investors II v. Vanguard Airlines, Inc., 254 F. Supp. 2d 1028, 1031 (N.D. Ill. 2003) (citing Greenberg v. Miami Children's Hosp. Research Inst., Inc., 208 F. Supp. 2d 918, 922 (N.D. Ill. 2002)). The "court must also resolve all factual disputes in the plaintiff's favor and accept as true all uncontroverted allegations made by both plaintiffs and defendants." Softee Mfg., LLC v. Mazner, No. 03 C 3367, 2003 WL 23521295, at *2 (N.D. Ill. Dec. 18, 2003) (citing Saylor v. Dyniewski, 836 F.2d 341, 342 (7th Cir. 1988); Turnock v. Cope, 816 F.2d 332, 333 (7th Cir. 1987); Allman v. McGann, No. 02 C 7442, 2003 WL 1811531, at *2 (N.D. Ill. Apr. 4, 2003)).

  ANALYSIS

  A. Personal Jurisdiction

  "A Federal District Court in Illinois has personal jurisdiction over a party involved in a diversity action only if Illinois courts would have personal jurisdiction." Michael J. Neuman & Assocs., Ltd. v. Florabelle Flowers, Inc., 15 F.3d 721, 724 (7th Cir. 1994). "An Illinois state court has personal jurisdiction when the Illinois long-arm statute, the Illinois state constitution and the due process clause of the federal constitution authorize it." Joy v. Hay Group, Inc., No. 02 C 4989, 2003 WL 22118930, at *3 (N.D. Ill. Sept. 11, 2003) (citing Central States, Southeast and Southwest Areas Pension Fund v. Reimer Express World Corp., 230 F.3d 934, 939 (7th Cir. 2000); Quantum Color Graphics, LLC v. Fan Ass'n Event Photo GmhH, 185 F. Supp. 2d 897, 902 (N.D. Ill. 2002); Jones v. Sabis Educ. Sys., Inc., 52 F. Supp. 2d 868, 883 (N.D. Ill. 1999)).

  The "Illinois long-arm statute authorizes personal jurisdiction to the constitutional limits," so the analysis of the Illinois long-arm statute collapses into the constitutional analysis. Mitchell v. Shiffermiller, No. 03 C 4794, 2004 WL 178188, at *2 (N.D. Ill. Jan. 14, 2004) (citations omitted); see 735 ILCS 5/2-209(c) (proving the long-arm statute to assert jurisdiction to the constitutional limit). Furthermore, although the Illinois Supreme Court has made clear to note that the Illinois constitutional due process requirement is distinct from the federal requirement, see Rollins v. Ellwood, 565 N.E.2d 1302, 1316 (Ill. 1990), "the Seventh Circuit has suggested that since there is no operative difference between the limits imposed by the Illinois Constitution and the federal limitations on personal jurisdiction . . . the two constitutional analysis blend together." One Point Solutions, Inc. v. Webb et al., No. 04 C 3850, slip op. at 4-5 (N.D. Ill. Jan. 5, 2005) (citing Wasendorf v. DBH Brokerhaus AG, No. 04 C 1904, 2004 WL 2872763, at *2 (N.D. Ill. Dec. 13, 2004) (internal citations omitted)).

  Personal jurisdiction under the federal due process clause requires that "the defendants must have minimum contacts with the forum state such that the maintenance of the suit does not offend `traditional notions of fair play and substantial justice.'" Hyatt Int'l Corp. v. Coco, 302 F.3d 707, 716 (7th Cir. 2002) (quoting International Shoe Co. v. Washington, 326 U.S. 310, 316 (1945) (citations omitted)). Minimum contacts sufficient to support the exercise of personal jurisdiction is established when the defendants' contacts with the forum demonstrate that the "defendants purposefully avail themselves of the privileges of conducting activities within the forum state," Wasendorf, No. 04 C 1904, 2004 WL 2872763, at *3 (citing Hanson v. Denckla, 357 ...


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