United States District Court, N.D. Illinois, Eastern Division
MEMORANDUM OPINION AND ORDER
W. DARRAH United States District Court Judge.
Packaging Personified, Inc. filed a Complaint against
Defendant Classic Ice, LLC in the Circuit Court of DuPage
County, which was removed to federal court on the basis of
diversity jurisdiction. The Complaint alleges one count of
breach of contract. Defendant filed a Motion to Dismiss or,
in the Alternative, to Transfer  based on lack of
personal jurisdiction. For the reasons stated below, the
Motion  is granted in part and denied in part.
is an Illinois corporation with its principal place of
business in Carol Stream, Illinois. (Compl. ¶ 1.)
Plaintiff designs and manufactures flexible packaging
materials, including printed bags. (Id.) Defendant
is a limited-liability company with its principal place of
business in Phoenix, Arizona. (Id. ¶ 2.)
Defendant manufactures and distributes ice. (Id.)
2015, Defendant began to purchase packaging materials from
Plaintiff. (Id. ¶ 5.) In the course of
business, Defendant would seek a price quote from Plaintiff
for various types of packaging materials. (Id.
¶ 6.) If Defendant was satisfied with the quote, it
would issue a purchase order to Plaintiff via e-mail.
(Id. ¶ 7.) Upon receipt and confirmation of the
purchase order, Plaintiff would manufacture and ship the
requested materials and issue an invoice. (Id.
¶¶ 8-9.) Defendant agreed to make payment on the
invoices within thirty days. (Id. ¶ 10.)
2015, Defendant ordered packaging materials from Plaintiff.
(Id. ¶ 12.) Defendant also agreed to pay art
and plate costs for a custom logo printed on the packaging
materials. (Id. ¶ 13.) On or about August 7,
2015, and August 12, 2015, Plaintiff shipped the packaging
materials to Defendant and issued invoices from
Plaintiff's manufacturing plant in Sparta, Michigan.
(Id. ¶¶ 14-15; Maasen Decl. ¶ 11.) To
date, Defendant has not made any payment to Plaintiff on
those invoices. (Compl. ¶ 16.)
motion to dismiss for lack of personal jurisdiction under
Federal Rule of Civil Procedure 12(b)(2) challenges personal
jurisdiction over a defendant. Plaintiffs bear the burden of
establishing that personal jurisdiction exists. Advanced
Tactical Ordnance Systems, LLC v. Real Action Paintball,
Inc., 751 F.3d 796, 799 (7th Cir. 2014). When deciding a
Rule 12(b)(2) motion without an evidentiary hearing,
plaintiffs need only make a prima facie showing of
personal jurisdiction. uBID, Inc. v. GoDaddy Group,
Inc., 623 F.3d 421, 423-24 (7th Cir.
motion to transfer, the following factors must be present:
“(1) venue is proper in both the transferor and
transferee courts; (2) a transfer will better serve the
convenience of the parties and the witnesses; and (3) a
transfer will better serve the interest of justice.”
Craik v. Boeing Co., 37 F.Supp.3d 954, 959 (N.D.
Ill. 2013) (citing 28 U.S.C. § 1404(a); and Coffey
v. Van Dorn Iron Works, 796 F.2d 217, 219 (7th Cir.
1986)). The moving party bears the burden and must
demonstrate that the desired venue is clearly more
argues that this Court cannot exercise personal jurisdiction
over it. For diversity jurisdiction purposes, the citizenship
of a limited-liability company is the citizenship of each of
its members. Thomas v. Guardsmark, LLC, 487 F.3d
531, 534 (7th Cir. 2007). The members of Defendant are
citizens of Arizona and Iowa. “A district court sitting
in diversity has personal jurisdiction over a nonresident
defendant only if a court of the state in which it sits would
have jurisdiction.” Purdue, 338 F.3d at 779
(citing Hyatt Int'l Corp. v. Coco, 302 F.3d 707,
713 (7th Cir. 2002)).
federal test for personal jurisdiction requires that the
defendant 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.” International Shoe Co. v.
Washington, 326 U.S. 310, 316 (1945). A defendant must
have “purposefully established minimum contacts within
the forum State” before personal jurisdiction will be
found to be reasonable and fair. Burger King Corp. v.
Rudzewicz, 471 U.S. 462, 476 (1985). A showing that the
defendant “should reasonably anticipate being haled
into court [in the forum State]” is crucial to the
minimum contacts analysis. Id. at 474. An
out-of-state party's contract with an in-state party
alone is not enough to establish the necessary minimum
contacts. Id. at 478. Certain factors, such as
“prior negotiations and contemplated future
consequences, along with the terms of the contract and the
parties' actual course of dealing, ” may indicate
that a party has purposefully availed itself of the privilege
of conducting activities in the forum state, which makes
litigating in the forum state foreseeable. Id. at
personal jurisdiction is permitted where the defendant has
“continuous and systematic general business
contacts” with the forum state. Purdue
Research, 338 F.3d at 787 (citing Helicopteros
Nacionales de Colombia, S.A. v. Hall, 466 U.S. 408, 416
(1984); Hyatt, 302 F.3d at 713; RAR, Inc. v.
Turner Diesel, Ltd., 107 F.3d 1272, 1277 (7th Cir.
1997)). “These contacts must be so extensive to be
tantamount to [Defendant] being constructively present in the
state to such a degree that it would be fundamentally fair to
require it to answer in an [Illinois] court in any litigation
arising out of any transaction or occurrence taking place
anywhere in the world.” Id. Defendant is an
Iowa limited-liability company that manufactures and
distributes ice in Arizona. (Maasen Decl. ¶ 1.)
Defendant has no offices, facilities, employees, owners,
operations, or customers in Illinois and does not manufacture