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Gorman v. Goldcorp

November 26, 2007

JAMES GORMAN, PLAINTIFF,
v.
GOLDCORP, INC., A CORPORATION ORGANIZED UNDER THE LAWS OF CANADA, DEFENDANT.



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

MEMORANDUM AND ORDER

A. Background

On March 1, 2007, James Gorman filed a complaint in this Court against Goldcorp, Inc., a corporation organized under the laws of Canada. The action stems from alleged wrongdoing in a 1999 corporate merger between two Canadian corporations, Rayrock Resources, Inc. and Glamis Gold, Ltd. In November 2006, Goldcorp acquired Glamis.

In his complaint, Gorman states five counts: (1) breach of fiduciary duty, (2) negligent misrepresentation, (3) violation of the Illinois Consumer Fraud Act, (4) declaratory and injunctive relief, and (5) specific performance. This Court has subject matter jurisdiction over the action under the federal diversity statute, 28 U.S.C. § 1332.

On June 8, 2007, Goldcorp moved this Court to dismiss Gorman's complaint under the doctrine of forum non conveniens or, alternatively, for lack of personal jurisdiction. Gorman responded on August 21, 2007, and Goldcorp filed its reply on September 19, 2007. Having carefully reviewed the parties' written submissions, the Court now GRANTS IN PART Goldcorp's motion to dismiss.

B. Analysis

FEDERAL RULE OF CIVIL PROCEDURE 12(b)(2) authorizes dismissal for lack of personal jurisdiction. Once a defendant moves to dismiss a complaint for lack of personal jurisdiction, the plaintiff bears the burden of demonstrating the existence of personal jurisdiction. Purdue Research Foundation v. Sanofi-Synthelabo, S.A., 338 F.3d 773, 787 (7th Cir. 2003) (citing Central States, S.E. & S.W. Areas Pension Fund v. Reimer Express World Corp., 230 F.3d 934, 939 (7th Cir. 2000)).

Because this question is being decided without an evidentiary hearing, Gorman "need only make out a prima facie case of personal jurisdiction" to avoid a Rule 12(b)(2) dismissal. Purdue, 338 F.3d at 783 (quoting Hyatt Int'l Corp. v. Coco, 302 F.3d 707, 713 (7th Cir. 2002)); see also Nelson by Carson v. Park Industries, Inc., 717 F.2d 1120, 1123 (7th Cir. 1983); Celozzi v. Boot, 2000 WL 1141568, *2 (7th Cir. 2000) (unpublished). In evaluating whether the plaintiff has made a prima facie showing, all disputes concerning relevant facts presented in the record are resolved in the plaintiff's favor. Purdue, 338 F.3d at 782 (citing Nelson, 717 F.2d at 1123); RAR, Inc., v. Turner Diesel, Ltd., 107 F.3d 1272, 1275 (7th Cir.1997) (Plaintiff "is entitled to have any conflicts in the affidavits resolved in [her] favor.")). Though the Court may consider affidavits submitted by both parties, the Court must accept as true all well-pleaded facts and resolve in favor of the plaintiff all factual disputes in the pleadings and affidavits.

Where a federal district court exercises diversity jurisdiction, personal jurisdiction lies "only if a court of the state in which it sits would have such jurisdiction." RAR, 107 F.3d at 1275. Due process limits the circumstances in which a state may exercise personal jurisdiction over a non-resident defendant. Asahi Metal Indus. Co. v. Superior Court of California, 480 U.S. 102, 108 (1987); World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 291 (1980). This limitation permits potential defendants to structure their contacts and plan where their business activities will and will not render them liable to suit.See Burger King Corp. v. Rudzewicz, 471 U.S. 462, 472-73 (1985); World-Wide Volkswagen, 444 U.S. at 297.

In diversity cases, personal jurisdiction may not be exercised over a non-resident defendant unless the defendant established "minimum contacts" with the particular state in which the court sits (the forum state). Burger King, 471 U.S. at 474; Jennings v. AC HydraulicA/S, 383 F.3d 546, 551 (7th Cir. 2004). Stated another way, a federal court's assertion of personal jurisdiction must comport with "traditional notions of fair play and substantial justice" to satisfy the Due Process Clause of the United States Constitution. International Shoe Co. v. Washington, 326 U.S. 310, 316 (1945). A defendant must have "purposely availed" himself of the privilege of conducting activities within the forum state, such that he should reasonably anticipate being haled into court there. World-Wide Volkswagen, 444 U.S. at 297. However, a defendant may not be forced to defend a suit solely "as a result of random, fortuitous, or attenuated contacts" with that state or the "unilateral activity of another party." Burger King, 471 U.S. at 474-75.

In addition to examining whether the exercise of personal jurisdiction squares with federal due process requirements, the Court must also ascertain whether the exercise of personal jurisdiction offends state statutory or constitutional limits. The Seventh Circuit has stated: "Three distinct obstacles to personal jurisdiction must generally be examined: 1) state statutory law; 2) state constitutional law; and 3) federal constitutional law." RAR, 107 F.3d at 1276. Accord Jennings, 383 F.3d at 548 ("In diversity cases, such as this one, a federal court must determine if a court of the state in which it sits would have personal jurisdiction over the defendant.... Thus, the jurisdictional inquiry begins with an application of the statutory law of the forum state...").

Here, the Court must consider the Illinois long-arm statute. That statute provides that an Illinois court "may . . . exercise jurisdiction on any . . . basis now or hereafter permitted by the Illinois Constitution and the Constitution of the United States." 735 ILCS § 5/2-209(c). Because the Illinois statute authorizes personal jurisdiction to the constitutional limits, the three inquiries mentioned above collapse into two constitutional inquiries -- one state and one federal.

The Illinois Supreme Court has explained that personal jurisdiction may be asserted "only when it is fair, just, and reasonable to require a nonresident defendant to defend an action in Illinois, considering the quality and nature of the defendant's acts which occur in Illinois or which affect interests located in Illinois." RAR, 107 F.3d at 1276 (quoting Rollins v. Ellwood, 565 N.E.2d 1302, 1316 (Ill. 1990)).

In the case at bar, Gorman has not demonstrated that Goldcorp has sufficient contacts with Illinois to support the exercise of either general or specific personal jurisdiction in this forum. Illinois' long-arm statute lists various kinds of conduct in Illinois that allow the exercise of personal jurisdiction. The relevant ...


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