BEEMAC, INC. v. REPUBLIC STEEL

IN THE UNITED STATES DISTRICT COURT

FOR THE WESTERN DISTRICT OF PENNSYLVANIA

BEEMAC, INC.,

Plaintiff, Civil Action No. 2:20-cv-1458

V. Hon. William S. Stickman IV

REPUBLIC STEEL,

Defendant.

MEMORANDUM OPINION

WILLIAM S. STICKMAN IV, United States District Judge

Plaintiff, Beemac, Inc. (“Beemac’”), filed suit against Defendant, Republic Steel

(“Republic”), in the Court of Common Pleas of Beaver County, Pennsylvania, requesting relief

under various state law causes of action for Republic’s alleged failure to pay Beemac for

transportation and shipping services performed in 2019 and 2020. (ECF No. 1-1, 5—16, 23-50).

Republic removed the action to this Court under 28 U.S.C. §§ 1332, 1441, and 1446 (ECF No. 1,

p. 1), and subsequently filed a Motion to Dismiss for Lack of Personal Jurisdiction (ECF No. 3)

under Federal Rule of Civil Procedure 12(b)(2). The parties have filed their respective positions

on the issues, and for the reasons that follow, the Court will deny Republic’s Motion to Dismiss

for Lack of Personal Jurisdiction (ECF No. 3).

I. BACKGROUND

Beemac is a professional trucking and logistics company that provides services throughout

North America. (ECF No. 10-1, 45). It is a Pennsylvania corporation with a principal place of

business in Pennsylvania. (ECF No. 1-1, 41). Republic is a Delaware corporation and its principal

place of business is in Ohio. (ECF No. 1-1, 4 2); (ECF No. 4-2, § 3).

Throughout the years, Republic has reached out and engaged with Beemac for the

transportation and shipment of products “to or from locations in several states, including

Pennsylvania.” Consistent with their preexisting relationship, Republic, on two separate

occasions, solicited the business of Beemac in Pennsylvania. On both occasions, Republic invited

Beemac to respond to its Request for Quotation, which concerned transportation service rates for

various “lanes in interstate commerce designated by Republic for its business needs.” Some of

those lanes included areas in Pennsylvania. Each time, Beemac responded by offering its lane

rates and Republic twice agreed to those rates. Thereafter, Beemac proceeded to transport

shipments for Republic to, from, and through Pennsylvania, which included approximately ninety-

one shipments from or to Pennsylvania for a period spanning approximately seventeen months.

(ECF No. 10-1, §§ 6-18). In doing so, Beemac used trucks and employees located in Pennsylvania.

(ECF No. 10-1, 5). It was also standard practice for Republic to wire payments to Beemac in

Pennsylvania. (ECF No. 10-1, { 20).

For each shipment, Beemac constructed and sent bills of lading and invoice documents to

Republic, to which Republic represented that it agreed to pay the offered rates set forth in those

documents. In reliance on those representations, Beemac allegedly performed by providing

transportation and shipping services to Republic. (ECF No. 10-1, § 19). Republic, however, has

not paid Beemac for the transportation services at issue. (ECF No. 10-1, § 21). Beemac alleges

that it sustained monetary damages in the amount of $2,232,811.50, and requests relief under the

following common law causes of action: (1) breach of contract; (2) unjust enrichment; (3) account

stated; (4) fraud in the inducement; and (5) negligent misrepresentation. (ECF No. 1-1, 423-50).

I. STANDARD OF REVIEW

Federal Rule of Civil Procedure12(b)(2) requires a court to dismiss a case when a court

lacks personal jurisdiction over a defendant. Fed. R. Civ. P. 12(b)(2). A court must analyze

jurisdictional contacts on a claim-by-claim basis. Miller Yacht Sales, Inc. v. Smith, 384 F.3d 93,

104 (3d Cir. 2004). Once a defendant contests the sufficiency of personal jurisdiction, the burden

shifts to a plaintiff to establish personal jurisdiction. O’Connor v. Sandy Lane Hotel Co., Ltd., 496

F.3d 312, 316 (3d Cir. 2007). If there is no evidentiary hearing, a plaintiff must make a prima

facie case by furnishing facts that establish with reasonable particularity that personal jurisdiction

exists. Provident Nat’] Bank v. Cal. Fed. Sav. & Loan Ass’n, 819 F.2d 434, 437 (3d Cir. 1987)

(citation omitted). If a court holds an evidentiary hearing, the standard of proof elevates to a

preponderance of the evidence standard. LaRose v. Sponco Mfg., Inc., 712 F. Supp. 455, 458-59

(D.N.J. 1989) (citing Marine Midland Bank, N.A. v. Miller, 664 F.2d 899, 904 (2d Cir. 1981)).

See also Hufnagel v. Ciamacco, 281 F.R.D. 238, 244 (W.D. Pa. 2012) (citing cases). Ifa plaintiff

meets his burden, the burden shifts back to the defendant to present a compelling case that personal

jurisdiction is unreasonable. Carteret Sav. Bank, F'A v. Shushan, 954 F.2d 141, 150 (3d Cir. 1992)

(citing Burger King Corp. v. Rudzewicz, 471 U.S. 462, 477 (1985)).

A plaintiffs case cannot merely rely on the pleadings but must be supported by sworn

affidavits or other competent evidence. Time Share Vacation Club y. Atl. Resorts, Ltd., 735 F.2d

61, 66 n.9 (3d Cir. 1984). All allegations made by a plaintiff are accepted as true and all disputed

facts are construed in the plaintiff's favor. Carteret, 954 F.2d at 142n.1. To that end, any conflicts

between the evidence submitted by a plaintiff and a defendant are construed in a plaintiff's favor.

Enter. Rent-A-Car Wage & Hour Empl.’t Practices Litig., 735 F. Supp. 2d 277, 307 (W.D.

Pa. 2010). Ifa plaintiff initially fails to meet his burden but makes factual allegations suggesting

that the requisite contacts exist, a court can order jurisdictional discovery to ameliorate the

jurisdictional inquiry. Toys “R” Us, Inc. v. Step Two, S.A., 318 F.3d 446, 456 (3d Cir. 2003).

I. ANALYSIS

Republic requests that the Court dismiss this case on the ground that it lacks personal

jurisdiction over Republic because neither general nor specific personal jurisdiction are applicable.

(ECF No. 4, pp. 3~7). Beemac does not argue that general jurisdiction is present, but rather it

contends that the Court has specific personal jurisdiction over Republic because it purposefully

directed its conduct to the forum, the claims arose out of or relate to that conduct, and the exercise

of jurisdiction would be consistent with traditional notions of fair play and substantial justice. !

(ECF No. 10, pp. 6-14).

“Federal courts ordinarily follow state law in determining the bounds of their jurisdiction

over persons.” Walden vy. Fiore, 571 U.S. 277, 283 (2014) (quoting Daimler AG v. Bauman, 571

U.S. 117, 125 (2014)) (internal quotation marks omitted). “This is because a federal district court’s

authority to assert personal jurisdiction in most cases is linked to service of process on a defendant

‘who is subject to the jurisdiction of a court of general jurisdiction in the state where the district

court is located.’” Jd. (quoting Fed. R. Civ. P. 4(k)(1)(A)).

A district court’s exercise of personal jurisdiction over a defendant “depends on the

defendant’s having such ‘contacts’ with the forum State that ‘the maintenance of the suit’ is

' Beemac alternatively requests that the Court hold an evidentiary hearing to resolve any remaining

questions or concerns regarding the presence of either general or specific personal jurisdiction.

(ECF No. 10, pp. 14-15). Our Court of Appeals has provided that “[w]here [a] plaintiffs claim is

not clearly frivolous, [a] district court should ordinarily allow discovery on jurisdiction in order to

aid the plaintiff in discharging [its] burden.” Compagnie Des Bauxites de Guinee v. L’Union

Atlantique S.A. d’Assurances, 723 F.2d 357, 362 (3d Cir. 1983). The Court does not need to hold

an evidentiary hearing because the submissions of the parties are sufficient to resolve the

jurisdictional dispute presently before the Court, and for the reasons set forth supra at pages 4-18,

Beemac has established a prima facie case of specific personal jurisdiction over Republic.

‘reasonable, in the context of our federal system of government,’ and ‘does not offend traditional

notions of fair play and substantial justice.’” Ford Motor Company v. Montana Eighth Judicial

District Court, 141 S. Ct. 1017, 1024 (2021) (first quoting Int’] Shoe Co. v. Washington, 326 U.S.

310, 316-17 (1945) then quoting Bristol-Myers Squibb Co. v. Superior Court of Cal., San

Francisco Cnty., 137 S. Ct. 1773, 1779 (2017)). With this focus in mind, the Supreme Court has

recognized two kinds of personal jurisdiction: “general (sometimes called all-purpose) jurisdiction

and specific (sometimes called case-linked) jurisdiction.” Jd. (citing Goodyear Dunlop Tires

Operations, S.A. v. Brown, 564 U.S. 915, 919 (2011).

Specific personal jurisdiction, which is at issue here, was founded on “an idea of

reciprocity” between a defendant and the forum. /d. at 1025. Put similarly, “[w]hen (but only

when) a company ‘exercises the privilege of conducting activities within a state’-—thus ‘enjoying

the benefits and protections of its laws’—the State may hold the company to account for related

misconduct.” Jd. (quoting Int’! Shoe Co., 326 U.S. at 319). A defendant should be provided with

“fair warming,” which means “knowledge that ‘a particular activity may subject it to the

jurisdiction of a foreign sovereign.’” Jd. (quoting Burger King Corp. v. Rudzewicz, 471 U.S. 462,

472 (1985)). “The law of specific jurisdiction . . . seeks to ensure that States with ‘little legitimate

interest’ in a suit do not encroach on States more affected by the controversy.” Jd. (citing Bristol-

Myers, 137 S. Ct. at 1780).

To establish specific personal jurisdiction, a federal court sitting in diversity must first

ascertain whether the relevant state’s long-arm statute permits the exercise of personal jurisdiction,

then a court must ask whether it may properly exercise jurisdiction under the Due Process Clause.

2 The Court does not have general personal jurisdiction over Republic because Republic is not at

home in the forum. Republic is incorporated in Delaware and has its principal place of business

in Ohio. (ECF No. 11, p. 3).

IMO Industries, Inc. v. Kiekert AG, 155 F.3d 254, 259 (3d Cir. 1998). Because “Pennsylvania’s

long-arm statute gives its courts jurisdiction over out-of-state defendants to the maximum extent

allowed by the U.S. Constitution[,]” Danziger & De Llano, LLP v. Morgan Verkamp LLC, 948

F.3d 124, 129 (3d Cir. 2020), the Court’s inquiry at step one is merged into its analysis at step

two.’ Specific personal jurisdiction is accordingly present when the following three elements are

3 Pennsylvania’s long-arm statute provides several circumstances in which its courts may exercise

personal jurisdiction over persons residing outside of Pennsylvania either acting directly or by

their agents:

(a) General rule.--A tribunal of this Commonwealth may exercise personal

jurisdiction over a person (or the personal representative of a deceased individual

who would be subject to jurisdiction under this subsection if not deceased) who acts

directly or by an agent, as to a cause of action or other matter arising from such

person:

(1) Transacting any business in this Commonwealth. Without excluding other

acts which may constitute transacting business in this Commonwealth, any of the

following shall constitute transacting business for the purpose of this paragraph:

(i) The doing by any person in this Commonwealth of a series of similar acts

for the purpose of thereby realizing pecuniary benefit or otherwise

accomplishing an object.

(ii) The doing of a single act in this Commonwealth for the purpose of thereby

realizing pecuniary benefit or otherwise accomplishing an object with the

intention of initiating a series of such acts.

(iii) The shipping of merchandise directly or indirectly into or through this

Commonwealth.

(iv) The engaging in any business or profession within this Commonwealth,

whether or not such business requires license or approval by any government

unit of this Commonwealth.

(2) Contracting to supply services or things in this Commonwealth.

(3) Causing harm or tortious injury by an act or omission in this Commonwealth.

established: (1) a defendant purposefully directs its activities at the forum, (2) a plaintiff's claims

arise out of or relate to the defendant’s activities, and (3) the exercise of personal jurisdiction does

not “offend traditional notions of fair play and substantial justice.” Id. (quoting Int’l Shoe Co.,

326 U.S. at 316) (internal quotation marks omitted).

Beemac requests monetary relief under the following causes of action: (1) breach of

contract; (2) unjust enrichment; (3) account stated; (4) fraud in the inducement; and (5) negligent

misrepresentation. (ECF No. 1-1, {§ 23-50). “Usually a court determines specific jurisdiction on

a claim-by-claim basis.” Neopart Transit, LLC v. Management Consulting, Inc., No. 16-3103,

2017 WL 714043, at *4 (E.D. Pa. Feb. 23, 2017) (citing O’Connor, 496 F.3d at 318). “Claim-

specific analysis is appropriate for analyzing a case with both contract and tort claims because

‘there are different considerations in analyzing jurisdiction over contract claims and over certain

tort claims.’” Jd. (quoting Remick v. Manfredy, 238 F.3d 248, 255-56 (3d Cir. 2001)). Claim-

specific analysis, however, is not required where the claims at issue factually overlap. O’Connor,

496 F.3d at 318 n.3. Cf Remick, 238 F.3d at 255 (providing that it is not always necessary to

conduct claim-specific analysis in every case involving multiple claims, however, the district court

(4) Causing harm or tortious injury in this Commonwealth by an act or omission

outside this Commonwealth.

42 Pa. CS. § 5322(a)(1)-(4). Beemac’s allegations, taken together with the submissions of the

parties are sufficient under Pennsylvania’s long-arm statute to confer personal jurisdiction on

Republic because the allegations and submissions tend to show that Republic contracted business

within Pennsylvania, provided shipping services by shipping products from, to, and through

Pennsylvania, and allegedly caused tortious and contractual injuries in Pennsylvania. The

jurisdictional inquiry, however, does not end there because the Court’s exercise of specific

personal jurisdiction must still comport with the teachings of Int’l Shoe Co. v. Washington, 326

U.S. 310 (1945), and its progeny. The Court must therefore continue its jurisdictional inquiry to

ascertain whether the circumstances of this case comply with the procedural due process

guarantees afforded by the U.S. Constitution.

should have done so where claims consisted of breach of contract, defamation, misappropriation,

and intentional interference).

Beemac’s state law contract and tort claims stem from the same underlying factual

circumstances—namely, the communications and representations underlying the creation and

performance of the alleged contract, and subsequent nonpayment—and the parties have likewise

addressed the issue of specific personal jurisdiction without differentiating between specific

claims. The Court will, therefore, analyze Beemac’s claims simultaneously to discern whether it

may properly exercise specific personal jurisdiction over Republic. See Neopart Transit, LLC,

2017 WL 714043, at *2—4 (simultaneously analyzing, inter alia, breach of contract, unjust

enrichment, and intentional interference claims because they stemmed from the same conduct).

A. Purposeful Availment

Turning to the first requirement of specific personal jurisdiction, the Court must be satisfied

that Republic purposefully directed its conduct or activities to Pennsylvania. Beemac has provided

several circumstances to show that Republic purposefully availed itself of the protections afforded

by Pennsylvania’s laws. Those circumstances include: (1) Republic solicited Beemac in

Pennsylvania; (2) the parties had a preexisting business relationship; (3) Beemac transported

shipments for Republic from, to, and through Pennsylvania; (4) Beemac utilized trucks located in

Pennsylvania; (5) Republic wired payments to Beemac in Pennsylvania; and (6) Republic and

Beemac continued their business relationship after contracting. Republic contests Beemac’s

contentions in their entirety and argues that it did not purposefully avail itself of the privilege of

conducting business in Pennsylvania.

As a threshold matter, a district court cannot exercise personal jurisdiction over a defendant

that has not “purposefully availfed] itself of the privilege of conducting activities within the forum

State.” Ford Motor Co., 141 S. Ct. at 1024 (quoting Hanson v. Denckla, 357 U.S. 235, 253

(1958)). A defendant’s contacts with the proposed forum “must be [its] own choice and not

‘random, isolated, or fortuitous.’” Jd. at 1025 (quoting Keeton v. Hustler Magazine, Inc., 465 U.S.

770, 774 (2014)). In this vein, a defendant must have “deliberately ‘reach[ed] out beyond’ its

home—by, for example, ‘exploiting a market’ in the forum State or entering a contractual

relationship centered there.” Jd. (quoting Walden, 571 U.S. at 285).

At the outset, it is of no consequence that Republic has no offices, property, or bank

accounts in Pennsylvania, and it does not matter that Republic did not physically visit Beemac in

Pennsylvania because “[w]hen a defendant has received the benefits and protections of the forum’s

laws by engaging in business activities with a forum resident, the courts have ‘consistently rejected

the notion that an absence of physical contacts can defeat personal jurisdiction there.’” Remick,

238 F.3d at 257 (quoting Mellon Bank (East) PSFS, Nat. Ass’nv. Farino, 960 F.2d 1217, 1225 (3d

Cir. 1992)). See also Farino, 960 F.2d at 1225 (quoting Burger King, 471 U.S. at 476)

(“Defendants go on to list all the physical contacts that they do not have with Pennsylvania, e.g.,

no residence, no office, no bank accounts, no telephone listing, no property in the Commonwealth.

While it may be true that the defendants have no physical connection with the forum, that is not

dispositive. When a defendant has received the benefits and protections of the forum's laws by

engaging in business activities with a forum resident, the courts have ‘consistently rejected the

notion that an absence of physical contacts can defeat personal jurisdiction there.’”).

Republic does, however, correctly point out that an alleged contract between the parties,

standing alone, is not enough to establish a meaningful connection to Pennsylvania. (ECF No. 5,

pp. 5-6). See Farino, 960 F.2d 1225 (“The fact that a non-resident has contracted with a resident

of the forum state is not, by itself, sufficient to justify personal jurisdiction over the nonresident.”).

Nor can it be said that Beemac’s use of trucks located in Pennsylvania to transport Republic’s

shipments confers personal jurisdiction. See Walden, 571 U.S. at 286 (providing a plaintiffs

unilateral activities are insufficient to establish personal jurisdiction over a defendant).

Nevertheless, these points are not fatal to personal jurisdiction, and the Court’s inquiry in these

circumstances requires a reasoned consideration of “the totality of the circumstances, including

the location and character of the contract negotiations, the terms of the contract, and the parties’

actual course of dealing.” Remick, 238 F.3d at 257 (citing Farino, 960 F.2d at 1223). See also

Control Screening LLC v. Technological Application and Production Co. (Tecapro), 687 F.3d 163,

168 Gd Cir. 2012) (providing that courts may examine prior negotiations, contemplated future

consequences, terms of the agreement, and actual course of dealing to decide personal

jurisdiction).

While the factual circumstances of this case undoubtedly present a difficult question to

resolve, it is at least clear that Republic has reached out to some extent beyond its home states and

created a continuing business relationship with a Pennsylvania based organization. See Remick,

238 F.3d at 257 (quoting Farino, 960 F.2d at 1222) (“jurisdiction is proper where parties “reach

out beyond one state and create continuing relationships and obligations with citizens of another

state.’”). And, while the ultimate inquiry still requires an independent factual assessment of a

defendant’s contacts with the forum, and each case must be judged on its particular facts, Farino,

960 F.2d at 1224, that “does not mean that [a court] must decide . . . cases in a vacuum, without

the benefit of the wisdom and insight of other courts that have decided similar questions.” Jd. at

1225.

In North Penn Gas Co. v. Corning Natural Gas Corp., 897 F.2d 687 (3d Cir. 1990), a

Pennsylvania corporation engaged in the purchase, storage, and distribution of natural gas,

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contracted with a New York corporation for the sale and storage of natural gas. Jd. at 689. The

agreements required the gas to be exchanged at the New York-Pennsylvania border, and the

storage of gas would occur in Pennsylvania. Although natural gas was never stored in

Pennsylvania, the Third Circuit nevertheless held that the district court had personal jurisdiction

over the New York corporation because, among other things, the parties had a preexisting business

relationship that included continuing obligations between the parties, the New York corporation

made payments into Pennsylvania, and the storage agreement concerned services rendered in

Pennsylvania. /d. at 689-91.

In Mellon Bank (East) PSFS, Nat. Ass’n v. Farino, 960 F.2d 1217 (3d Cir. 1992), a

Pennsylvania bank brought suit against the limited partners of several limited partnerships based

in Virginia. Jd at 1219. The limited partners were residents of Virginia and New York

respectively. Jd. The partnerships reached out to the bank to obtain real estate financing and

represented that they would personally guarantee loans made to the partnerships on the ground that

“the talent and experience that each partner brought to the partnerships was fundamental to .. .

success.” Jd, at 1219-20. Relying on the communications and representations of the partnerships,

the bank made the loans and required the partnerships to make monthly interest and principal

payments in Pennsylvania. Id. The Third Circuit held that the partnerships had purposefully

availed themselves of Pennsylvania’s laws because they should have been aware under the

circumstances that they were dealing with a Pennsylvania bank, made payments and sent

correspondence to Pennsylvania, and established the business relationship by contacting and

communicating with the bank. Jd. at 1223. In doing so, the Court emphasized that the defendants’

direct solicitation of business in Pennsylvania, together with their contacts with Pennsylvania both

before and after the contracts, supported the existence of personal jurisdiction. Jd. at 1226. In

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other words, “by asking [the bank] to lend money and offering to guarantee that debt, the

defendants deliberately ‘reach[ed] out beyond one state and create[d] continuing relationships and

obligations with citizens of another state[.]’” Jd. (quoting Travelers Health Ass’n v. Virginia, 339

U.S. 643, 647 (1950)).

In Remick v. Manfredy, 238 F.3d 248 (3d Cir. 2001), a Pennsylvania sports and

entertainment attorney brought suit against his former client and various other individuals and an

entity for claims arising out of his contractual agreement with the client. Jd. at 252. The attorney

previously represented the client in negotiations for fight promotions, and under their agreement,

the attorney was entitled to “purses or other compensation . . . received for boxing or promotions.”

Id. After a falling out, the client sent the attorney a termination letter, and entered into an

agreement with a fight promoter to fight another boxer. Jd. The attorney asserted that he was

entitled to a percentage of the money received from that negotiation, and he sent his client a letter

rejecting the termination of his representation. Jd, The Third Circuit provided that the attorney’s

contractual claim substantially resembled the case distinguishments mentioned in Farino:

this is not a case where the defendant solicited the contract or initiated the business

relationship leading up to the contract. Nor is this a case where the defendant sent

any payments to the plaintiff in the forum state, or where the defendant engaged in

extensive post-sale contacts with the plaintiff in the forum state.

Id. at 256 (quoting Farino, 75 F.3d at 152-53). See also Vetrotex Certainteed Corp. v.

Consolidated Fiber Glass Products Co., 75 F.3d 147, 152-53 (3d Cir. 1996) (distinguishing the

case at hand from the circumstances found in Farino and North Penn because the defendant had

not “solicited the contract or initiated the business relationship leading up to the contract[,]” “sent

any payments to the plaintiff in the forum state,” “or . .. engaged in extensive post-sale contacts

with the plaintiff in the forum state.”). The resemblance was apparent because the attorney sought

the client out by phoning the attorney’s associate at his office in Pennsylvania, and that solicitation

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resulted in a fee arrangement between the attorney and the client. Jd. At the same time, the client

sent payments to the attorney in Pennsylvania, the services were performed in Pennsylvania, and

communications were sent to Pennsylvania. Jd. (citing Grand Entm’t Group, Ltd. v. Star Media

Sales, Inc., 988 F.2d 476, 482 (3d Cir. 1993)) (“Mail and telephone communications sent by the

defendant into the forum may count toward the minimum contacts that support jurisdiction.”). The

Court therefore likened the case to the circumstances presented in Farino wherein the defendants,

“by approaching the bank, . . . ‘establish[ed] a business relationship with a Pennsylvania entity’

and ‘knowingly created continuing obligations with a citizen of Pennsylvania.’” Jd. (quoting

Farino, 960 F.2d at 1223).

Against this backdrop, it is evident and material that the parties had an ongoing business

relationship—one concerning the same shipping and transportation services at issue in this

action—and in congruence with that relationship, Republic solicited Beemac in Pennsylvania to

provide the same services stemming from that relationship—shipping and transportation services."

What is more, Republic’s solicitation resulted in communications between the parties and a

subsequent agreement for Beemac to transport shipments from, to, and through Pennsylvania.°

See Vetrotex, 75 F.3d at 151 (analyzing personal jurisdiction and noting that “[n]o product was

shipped from, through, or to Pennsylvania.”) (emphasis added). At the same time, Republic wired

4 Republic appears to acknowledge that it solicited the business of Beemac in Pennsylvania

because, in arguing the opposite, Republic provides that it “did not purposefully or deliberately

target citizens of Pennsylvania when it solicited quotes... .” (ECF No. 11, p. 11) (emphasis

added).

> To the extent Republic asserts that “to [its] knowledge, the agent or agents of [Beemac] providing

the trucking services at issue in this matter were located in Ohio[,]” (ECF No. 4-2, § 9), that

assertion conflicts with the factual statements provided by Beemac, and the Court is required to

resolve any conflicts between the evidence submitted by a plaintiff and a defendant in the

plaintiff's favor. In re Enter. Rent-A-Car Wage & Hour Empl.’t Practices Litig., 735 F. Supp. 2d

at 307.

13

payments to Beemac in Pennsylvania, and after performing the requested services, Republic

continued to retain Beemac to provide the same shipping services. (ECF No. 10-1, {{] 6-20).

Under these circumstances, accepting the allegations as true and construing any factual

disputes in Beemac’s favor, the Court holds that Republic has purposefully availed itself of the

benefits of conducting business in Pennsylvania because the parties had an ongoing business

relationship regarding the same services currently at issue, Republic solicited the business of

Beemac in Pennsylvania and the parties contracted as a result, Bepublic made payments to Beemac

in Pennsylvania, shipments were transported from, to, and through Pennsylvania, and the parties

continued their business relationship after engaging in the agreements at issue.

B. Arise Out of or Relate to

Even though Beemac has established that Republic purposefully availed itself of the

privileges of conducting business in Pennsylvania, personal jurisdiction is not automatically

conferred “because the defendant is not ‘at home’—[and] the forum State may exercise jurisdiction

in only certain cases.” Ford Motor Co., 141 S. Ct. at 1025. To that end, a plaintiff's claims “must

arise out of or relate to the defendant’s contacts” with the forum state. /d. (quoting Bristol-Myers,

137 S. Ct. at 1780).

Prior to the Supreme Court’s pronouncements in Ford Motor Co., this inquiry depended,

in part, on the types of claims brought: contract claims are examined under a “restrictive standard”

that requires a defendant’s forum contacts to be instrumental in formation or breach, while tort

claims require a less restrictive standard that requires a defendant to have “benefited enough from

the forum state’s laws to make the burden of facing litigation there proportional to those benefits.”

Danziger & De Llano, LLP, 948 F.3d at 130 (quoting Gen. Elec. Co. v. Deutz AG, 270 F.3d 144,

150 (3d Cir. 2001)) (citations omitted). Both tests require something more than but-for causation,

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and intentional torts require a bit more: ““[a] defendant [must have] expressly aimed [its] tortious

conduct at the forum’ to make the forum ‘the focal point of the tortious activity.”” Jd. (quoting

IMO Industries, Inc. v. Kiekert AG, 155 F.3d 254, 265—66 (3d Cir. 1998)).

While Republic’s motion was pending, however, the Supreme Court expressly provided

that specific personal jurisdiction does not always require “proof of causation—i.e., proof that the

plaintiff's claim came about because of the defendant’s in-state conduct.” Ford Motor Co., 141

S. Ct. at 1026 (citing Bristol-Myers, 137 S. Ct. at 1779-81). This is simply because while “the

first half of [the] standard asks about causation|[,] . . . the back half, after the ‘or,’ contemplates

that some relationships will support jurisdiction without a causal showing.” Jd. See also id. at

1033 (Alito, J., concurring) (“Ford . . . asks us to adopt an unprecedented rule under which a

defendant’s contacts with the forum State must be proven to have been a but-for cause of the tort

plaintiffs injury. The Court properly rejects that argument, and J agree with the main thrust of the

Court’s opinion.”); id. at 1034 (Gorsuch, J., concurring) (“The majority admits that ‘arise out of

may connote causation. But, it argues, ‘relate to’ is an independent clause that does not.”). The

Court nevertheless cautioned that the current formulation “does not mean anything goes[,]” and it

“incorporates real limits, as it must to adequately protect defendants foreign to a forum.” Jd. What

these limits are is left to the imagination because the Court does not define or offer any limiting

principles. Jd at 1035 (Gorsuch, J., concurring) (“the majority offers no meaningful guidance

about what kind or how much of an ‘affiliation’ will suffice. Nor... does the majority tell us

whether its new affiliation test supplants or merely supplements the old causation inquiry.”).

Due to the Supreme Court’s recent decision in Ford Motor Co., itis apparent that the Third

Circuit’s causation-focused relatedness test—one that “requires a closer and more direct causal

connection than that provided by the but-for test[]”—O ’Connor, 496 F.3d at 323, is not the only

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method for a plaintiff to show that its claims share a sufficient relationship with the defendant’s

purposeful contacts with the forum. At the same time, however, the Third Circuit has impliedly

recognized the same because the Court has not categorically adopted a bright-line test, and courts

are still required to examine the existence or absence of personal jurisdiction in each case on an

individual basis. Id. at 323. Regardless of what may or may not suffice to show that a plaintiffs

claims “relate to” the defendant’s in forum contacts, it remains truae—and as the Supreme Court

recognized—that “[t]he first half of [the] standard asks about causation... .” Ford Motor Co.,

141 S. Ct. at 1026. See also id at 1026 (“None of our precedents has suggested that only a strict

causal relationship between the defendant’s in-state activity and the litigation will do. As just

noted, our most common formulation of the rule demands that the suit ‘arise out of or relate to the

defendant’s contacts with the forum.”); Jd. at 1033 (Alito, J., concurring) (“because this phrase is

cast in the disjunctive, the Court recognizes a new category of cases in which personal jurisdiction

is permitted... .”); Jd. at 1034 (Gorsuch, J., concurring) (“the majority zeros in on the disjunctive

conjunction ‘or,’ and proceeds to build its entire opinion around that linguistic feature.”).

Accordingly, the Court will analyze the connection between Beemac’s claims and

Republic’s purposeful contacts with the forum by applying the Third Circuit’s causation-focused

test set forth above because the Supreme Court did not expressly or impliedly overrule that test,

but instead, simply highlighted that there are two methods of showing a sufficient connection

between a plaintiff's claims and the defendant’s contacts with the forum. Under that test,

Beemac’s claims arise out of Republic’s purposeful contacts with the forum because Republic took

advantage of Pennsylvania’s laws—which “allow individuals and businesses to make and enforce

binding agreements”-——-O Connor, 496 F.3d at 323, by soliciting the business of Beemac, and

forming a resulting binding agreement. In doing so, Republic allegedly failed to perform its end

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of the bargain and made misrepresentations to Beemac concerning its ability or willingness to

make the appropriate payments. “So intimate a link justifies the exercise of specific jurisdiction

as a quid pro quo for [Republic’s] enjoyment of the right to form binding contracts in

Pennsylvania.” Jd. at 324.

For these reasons, the Court holds that Beemac’s claims arise out of Republic’s purposeful

contacts with Pennsylvania because Republic capitalized on Pennsylvania’s laws permitting

businesses to enter into binding agreements by soliciting and forming an agreement with Beemac,

and Republic allegedly violated that agreement by failing to perform and making

misrepresentations.

C. Fair Play and Substantial Justice

Because Beemac has satisfied its burden of showing that Republic purposefully availed

itself of the privileges of doing business in Pennsylvania and Beemac’s claims arise out of those

purposeful contacts, the Court must consider “whether the exercise of jurisdiction would otherwise

comport with ‘traditional notions of fair play and substantial justice.’” O’Connor, 496 F.3d at 324.

(quoting Int’! Shoe, 326 U.S. at 316). In this endeavor, there exists a presumption of

constitutionality where a plaintiff has shown the required minimum contacts, and a defendant

“must present a compelling case that the presence of some other considerations would render

jurisdiction unreasonable.” Jd. (quoting Burger King, 471 U.S. at 477) (internal quotation marks

omitted). See also id. (citing Pennzoil Prods. Co. v. Colelli Assoes., Inc., 149 F.3d 197, 207 (3d

Cir. 1998)) (“if minimum contacts are present, then jurisdiction will be unreasonable only in ‘rare

cases’). Republic’s argument simply reiterates its prior contestations of minimum contacts, and

although it argues that litigation in Ohio would be more efficient, its “burden is lessened by the

geographic proximity of the two neighboring states.” Neopart Transit, LLC, 2017 WL 714043, at

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*7 (citing O’Connor, 496 F.3d at 324). The exercise of personal jurisdiction over Republic would

not offend traditional notions of fair play and substantial justice.

IV. CONCLUSION

For the reasons set forth above, the Court will deny Republic’s Motion to Dismiss for Lack

of Personal Jurisdiction (ECF No. 3) because Deemac sufficiently furnished factual circumstances

establishing a prima facie case of personal jurisdiction over Republic. Republic purposefully

availed itself of the privileges of doing business in Pennsylvania, Deemac’s claims arise out of

those purposeful contacts, and the exercise of specific personal jurisdiction is consistent with

traditional notions of fair play and substantial justice. An Order of Court will follow.

BY THE COURT:

ZLAA ATE

WILLIAM S. STICKMAN IV

UNITED STATES DISTRICT JUDGE

pA « 2 oO, 3a Zé

Dated:

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