United States District Court, N.D. Illinois, Eastern Division
PERSONNEL STAFFING GROUP, LLC, a Florida limited liability company, Plaintiff,
FLEET STAFF INC., a Michigan corporation, and RON HEINEMAN, an individual, Defendants.
MEMORANDUM OPINION AND ORDER
M. Durkin United States District Judge.
Personnel Staffing Group, LLC ("PSG") has filed
this diversity action against Defendants Fleet Staff Inc.
("Fleet Staff) and Ron Heineman. Heineman is the
President, CEO, and sole Director of Fleet
Staff. Presently before the Court is a motion to
dismiss for lack of personal jurisdiction filed by Heineman.
For the reasons that follow, Heineman's motion is denied.
challenge to a court's exercise of personal jurisdiction
over a defendant is made under Federal Rule of Civil
Procedure 12(b)(2). PSG, as the party asserting personal
jurisdiction over Heineman, "bears the burden of
demonstrating the existence of jurisdiction." Purdue
Research Found, v. Sanofi-Synthelabo, S.A., 338 F.3d
773, 782 (7th Cir. 2003). Where, as here, the Court
"rules on a defendant's motion to dismiss based on
the submission of written materials, without the benefit of
an evidentiary hearing, . . . the plaintiff need only make
out a prima facie case of personal jurisdiction."
Id. (internal quotation marks and citation omitted).
"In evaluating whether the prima facie standard has been
satisfied, the plaintiff 'is entitled to the resolution
in its favor of all disputes concerning relevant facts
presented in the record.'" Id. (citations
omitted); see also RAR, Inc. v. Turner Diesel, Ltd.,
107 F.3d 1272, 1275 (7th Cir. 1997) (stating that the
plaintiff "is entitled to have any conflicts in the
affidavits resolved in its favor").
this is a diversity case, the Court looks to Illinois's
long-arm statute to determine whether it may exercise
personal jurisdiction over Heineman. See Philos Techs.,
Inc. v. Philos & D, Inc., 802 F.3d 905, 912 (7th
Cir. 2015) ("District courts exercising diversity
jurisdiction apply the personal jurisdiction rules of the
state in which they are located."). That statute
provides that the outer boundary of the personal jurisdiction
of an Illinois court is set by the Illinois Constitution and
the Constitution of the United States. See 735 Ill..
Stat. Ann. 5/2-209(c). The Seventh Circuit has found that
"there is no operative difference between the limits
imposed by the Illinois Constitution and the federal
limitations on personal jurisdiction." Hyatt
Int'l Corp. v. Coco, 302 F.3d 707, 715 (7th Cir.
2002). Accordingly, the personal jurisdiction analysis is
reduced to the question of whether the exercise of personal
jurisdiction is contrary to the United States Constitution.
the Due Process Clause, a court may exercise personal
jurisdiction over an out-of-state defendant when that
defendant has "minimum contacts with [the forum state]
such that the maintenance of the suit does not offend
traditional notions of fair play and substantial
justice." Int'l Shoe Co. v. State of Wash.,
Office of Unemployment Compensation & Placement, 326
U.S. 310, 316 (1945) (internal quotation marks and citation
omitted). "'The defendant's conduct and
connection with the forum State [must be] such that he should
reasonably anticipate being haled into court
there.'" Burger King Corp. v. Rudzewicz,
471 U.S. 462, 474 (1985) (quoting World-Wide Volkswagen
Corp. v. Woodson, 444 U.S. 286, 297 (1980)). While there
are two branches of personal jurisdiction theory-general and
specific, Daimler AG v. Bauman, 134 S.Ct. 746, 749
(2014)-only the latter is before the Court on the present
motion. For a court to exercise specific
jurisdiction, the lawsuit must "result[ ] from alleged
injuries that 'arise out of or relate to'" the
defendant's contacts with the forum. Burger
King, 471 U.S. at 472-73 (quoting Helicopteros
Nacionales de Colombia, S.A. v. Hall, 466 U.S. 408, 414
Court finds that the following facts are uncontested for
purposes of Heineman's motion.
Spring 2016, PSG, a Florida limited liability company whose
sole member is a citizen of Illinois, was approached by its
broker, who stated that the broker for Fleet Staff, a
Michigan corporation with its principal place of business in
Kentucky, had inquired about potentially entering into a
business relationship with PSG. R. 19-1 (¶ 3); R. 1
(¶¶ 1-3). Representatives of PSG offered to travel
to Kentucky, where Heineman apparently is located,
discuss potentially developing a business relationship;
however, Heineman insisted that he would travel to Chicago
and visit PSG's headquarters in Deerfield, Illinois. On
June 3, 2016, Heineman attended a meeting at PSG's
headquarters, and at this meeting the parties negotiated the
essential terms of the Managed Services Agreement ("MSA
I") between PSG and Fleet Staff, pursuant to which Fleet
Staff was to provide services to PSG in Illinois. The MSA I
was signed by Darron Grottolo on behalf of PSG on June 1,
2016, and by Heineman, as CEO for Fleet Staff, on June 16,
2016. R. 24-1 at 21.
September 8, 2016, a second meeting took place between
Heineman and PSG at PSG's headquarters in Deerfield,
Illinois. At some point (unspecified in the record but
presumably between June 16, 2016 and September 26, 2016), PSG
requested that Heineman execute a personal guaranty of Fleet
Staffs contractual payment obligations to PSG. Heineman
claims there were no negotiations with respect to the
guaranty, and, specifically, that the guaranty was never
discussed at any of the meetings in Illinois. Instead,
according to Heineman, PSG simply "demanded" he
execute the guaranty "in order for [PSG's]
relationship with Fleet Staff to continue, " and
Heineman agreed. R. 13 at 10 (¶ 10). Neither party
provides any information as to when, where, or how this
"demand" or Heineman's agreement thereto were
communicated. All that is known at this point is that, as a
result of PSG's demand, Heineman executed a second
version of the Managed Services Agreement ("MSA
II"), which contains the following provision not found
in the original MSA I:
5.5 Guaranty of Performance of Obligations.
Agency agrees and understands that this Agreement is
conditioned upon the execution of a Personal Guaranty by an
authorized representative of Agency attached to this
Agreement as Addendum B.
R. 19-5 at 11.
II contains a choice of law provision and forum selection
clause designating Illinois as the governing law and the
courts located in the City of Chicago, County of Cook,
Illinois as the venue for "[a]ny action related to or
arising from" the MSA II. Id. at 18.
Heineman's guaranty (Addendum B), on the other hand,
contains no forum selection provision. It does, however,
contain a choice of law provision. That provision states that
the guaranty "is and shall be deemed to be a contract
entered into and pursuant to the laws of the State of
California." Id. at 23. The parties do not
address what connection if any there is between any of ...