Hurricane Express Inc. v. Red Chamber Co.

IN THE UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT OF OKLAHOMA

HURRICANE EXPRESS INC., )

)

Plaintiff, )

)

v. ) Case No. 24-cv-00393-SH

)

RED CHAMBER CO., )

)

Defendant. )

OPINION AND ORDER

Before the Court is Defendant’s motion to dismiss for lack of personal jurisdiction.1

The Court finds Defendant purposefully directed its activities at Oklahoma; the alleged

injuries arose, in part, out of those activities; and the exercise of jurisdiction is otherwise

reasonable. Defendant’s motion will therefore be denied.

Background

Plaintiff Hurricane Express Inc. (“Hurricane”) brings this suit against Red

Chamber Co. (“Red Chamber”) for breach of contract and unjust enrichment. (ECF No.

2 at 5–9.2) According to the verified petition, “Hurricane provides temperature-

controlled transportation services for food-grade shipments” and “delivers freight

throughout the United States as a contract carrier of goods for hire.” (Id. ¶ 4.) Red

Chamber imports, exports, and sells seafood throughout the country. (Id. ¶ 5.) Hurricane

alleges it shipped cargo for Red Chamber on at least 14 occasions in the first half of 2022,

but Red Chamber failed to pay the $106,714.00 it owed for those shipments. (Id. at 6–7

¶¶ 7, 11–12.)

1 The parties have consented to the jurisdiction of a U.S. Magistrate Judge for all purposes

under 28 U.S.C. § 636(c)(1) and Fed. R. Civ. P. 73(a). (ECF No. 15.)

2 Page numbers refer to those in the ECF header.

Red Chamber moves to dismiss, arguing the Court lacks personal jurisdiction over

it. (ECF No. 8.) See Fed. R. Civ. P. 12(b)(2).

Analysis

I. Standard of Review

Generally, a “court must have the power to decide the claim before it (subject-

matter jurisdiction) and power over the parties before it (personal jurisdiction) before it

can resolve a case.” Lightfoot v. Cendant Mortg. Corp., 580 U.S. 82, 95 (2017). When

considering a 12(b)(2) motion without an evidentiary hearing, the plaintiff bears the

burden of making a prima facie showing that personal jurisdiction exists. See OMI

Holdings, Inc. v. Royal Ins. Co. of Can., 149 F.3d 1086, 1091 (10th Cir. 1998). “[I]n the

preliminary stages of litigation, the plaintiff’s burden is light.” AST Sports Sci., Inc. v.

CLF Distrib. Ltd., 514 F.3d 1054, 1056 (10th Cir. 2008). The plaintiff makes a prima facie

case by demonstrating, through affidavit or other written materials, facts that if true

would support jurisdiction over the defendant. OMI Holdings, 149 F.3d at 1091. The

court must also accept as true any non-conclusory allegations in the complaint not

controverted by a defendant’s affidavits.3 Ten Mile Indus. Park v. W. Plains Serv. Corp.,

810 F.2d 1518, 1524 (10th Cir. 1987). If the parties present conflicting affidavits, all factual

disputes will be resolved in the plaintiff’s favor. Id.

II. Factual Background

Applying this standard of review, the Court finds the following facts established by

affidavit or other written materials:

3 Here, the petition was verified (ECF No. 2 at 9), so the factual allegations within the

petitioner’s personal knowledge are treated as an affidavit. See Jaxon v. Circle K Corp.,

773 F.2d 1138, 1139 n.1 (10th Cir. 1985) (“A verified petition may itself be treated as an

affidavit if the facts asserted are within the pleader’s personal knowledge”).

Hurricane is an Arkansas corporation with its principal place of business in

Colcord, Oklahoma. (ECF No. 2 at 5 ¶ 1.) Hurricane provides temperature-controlled

transportation services for food-grade shipments throughout the United States. (Id. ¶ 4.)

Red Chamber is a California corporation that has been operating from California

for the past 44 years. (ECF No. 8 at 10 ¶ 2.) Red Chamber is an importer/exporter who

sells seafood throughout the United States. (ECF No. 2 at 5 ¶ 5.) Red Chamber has no

offices, facilities, employees, or other tangible real or personal property in Oklahoma and

has no agents or representatives in the state. (ECF No. 8 at 10 ¶ 2.)

Hurricane has never solicited business or marketed its services to Red Chamber.

(ECF No. 20-1 at 3 ¶ 9.) Instead, Red Chamber initiated the business relationship with

Hurricane (id.), and the companies did business together for over a year, from at least

July 2021 through August 2022 (id. at 2 ¶ 4). The current lawsuit relates to 14 of those

shipments from January to June 2022. (ECF No. 2 at 6 ¶¶ 7–12.)

Regarding these shipments, Red Chamber contracted with Hurricane to deliver

frozen seafood from California to customers in Illinois and Connecticut. (ECF No. 8 at 10

¶ 3; id. at 11–12 ¶ 4.) The Red Chamber employee who books Hurricane’s transportation

services is based in California and has never worked in Oklahoma. (Id. at 11 ¶¶ 2–3.) The

employee communicated with Hurricane by telephone or e-mail. (Id. ¶ 3; ECF No. 20-1

at 2 ¶ 4.) It was Red Chamber who contacted Hurricane to solicit each shipment. (ECF

No. 20-1 at 2–3 ¶¶ 4–5.) Each time, after Red Chamber contacted it, Hurricane

dispatched trucks and coordinated the shipments from its offices in Oklahoma. (Id.)

Red Chamber asserts that it did not pay Hurricane’s invoices as a setoff for losses

incurred as a result of an attempted delivery by Hurricane. (ECF No. 8 at 10 ¶ 3; id. at 12

¶ 5.) When Hurricane invoiced Red Chamber for the 14 shipments, Red Chamber did not

tender the requested funds4 but, instead, mailed its own invoices for over $100,000 to

Hurricane at its address in Oklahoma.5 (ECF No. 20-1 at 3 ¶¶ 6–7.)

III. Personal Jurisdiction, Generally

Under the Due Process Clause of the Fourteenth Amendment, “a State’s authority

to bind a nonresident defendant to a judgment” is constrained. Walden v. Fiore, 571 U.S.

277, 283 (2014). This constraint may be supplied by the law of the forum state or by

constitutional due process limitations. Old Republic Ins. Co. v. Cont’l Motors, Inc., 877

F.3d 895, 903 (10th Cir. 2017). “Because Oklahoma’s long-arm statute permits the

exercise of any jurisdiction that is consistent with the United States Constitution, the

personal jurisdiction inquiry under Oklahoma law collapses into the single due process

inquiry.” Intercon, Inc. v. Bell Atl. Internet Sols., Inc., 205 F.3d 1244, 1247 (10th Cir.

2000).

To comport with due process, “defendants must have ‘minimum contacts’ with the

forum state . . . .” Shrader v. Biddinger, 633 F.3d 1235, 1239 (10th Cir. 2011) (internal

quotations omitted). The minimum contacts standard may be met in one of two ways—

(1) specific jurisdiction, where a defendant has purposefully directed his activities at

residents of the forum and the plaintiff alleges injuries arising out of or relating to those

activities; or (2) general jurisdiction, where a defendant’s contacts with the forum state

are such that it is subject to any suit, related or unrelated to those contacts. See Benton

4 The parties offer no evidence as to where Red Chamber would normally tender funds for

Hurricane’s services. In its reply, Red Chamber asserts, without evidence, that it would

pay Hurricane’s factor in Minnesota. (ECF No. 21 at 3.)

5 This, too, appears consistent with the parties’ overall relationship. In total, Red

Chamber sent 20 invoices to Hurricane at its Oklahoma offices. (ECF No. 20-1 at 3 ¶ 8;

see also id. at 6–25 (invoices showing Hurricane’s Oklahoma office as the “sold to”

address and its Oklahoma or Arkansas office as the “ship to” address).)

v. Cameco Corp., 375 F.3d 1070, 1075 (10th Cir. 2004) (quoting OMI Holdings, 149 F.3d

at 1090–91). “[T]he contacts with the forum State must be such that the defendant

‘should reasonably anticipate being haled into court there.’” XMission, L.C. v. Fluent LLC,

955 F.3d 833, 839–40 (10th Cir. 2020) (quoting World-Wide Volkswagen Corp. v.

Woodson, 444 U.S. 286, 297 (1980)). The connection “must arise out of contacts that the

defendant himself creates with the forum State.” Walden, 571 U.S. at 284 (internal

quotations omitted). In this analysis, the court examines “the quantity and quality of

Defendants’ contacts with [the forum state] to determine whether the district court’s

assertion of personal jurisdiction over Defendants comports with due process.” OMI

Holdings, 149 F.3d at 1092.

Even if a prima facie showing is made, however, the defendant may “demonstrate

‘that the presence of some other considerations would render jurisdiction unreasonable.’”

TH Agric. & Nutrition, LLC v. Ace Eur. Grp. Ltd., 488 F.3d 1282, 1286 (10th Cir. 2007)

(quoting OMI Holdings, 149 F.3d at 1091). This is because jurisdiction must satisfy

“traditional notions of fair play and substantial justice.” Id. at 1287 (internal quotations

omitted). The Tenth Circuit has instructed courts to “assess reasonableness by weighing

five factors”:

(1) the burden on the defendant, (2) the forum state’s interest in resolving

the dispute, (3) the plaintiff’s interest in receiving convenient and effective

relief, (4) the interstate judicial system’s interest in obtaining the most effi-

cient resolution of controversies, and (5) the shared interest of the several

states in furthering fundamental substantive social policies.

Id. at 1292 (quoting Intercon, 205 F.3d at 1249). In making this assessment, the court is

to “take into account the strength of a defendant’s minimum contacts.” Id. This “evokes

a sliding scale” where “the weaker the plaintiff’s showing on minimum contacts, the less

a defendant need show in terms of unreasonableness to defeat jurisdiction.”6 Id. (internal

quotations omitted) (cleaned up).

Here, Plaintiff does not dispute the Court’s lack of general jurisdiction, arguing

only that specific jurisdiction is proper. (ECF No. 20 at 5–12.) The Court, therefore, will

address specific jurisdiction.

IV. Specific Jurisdiction

“Specific jurisdiction . . . is premised on something of a quid pro quo: in exchange

for ‘benefitting’ from some purposive conduct directed at the forum state, a party is

deemed to consent to the exercise of jurisdiction for claims related to those contacts.”

Dudnikov v. Chalk & Vermilion Fine Arts, Inc., 514 F.3d 1063, 1078 (10th Cir. 2008).

“Although agreements alone are likely to be insufficient to establish minimum

contacts, parties who reach out beyond one state and create continuing relationships and

obligations with citizens of another state are subject to regulation and sanctions in the

other state for the consequences of their activities.” Marcus Food Co. v. DiPanfilo, 671

F.3d 1159, 1166 (10th Cir. 2011) (internal quotations omitted). Therefore, courts must

examine the parties’ “prior negotiations and contemplated future consequences, along

with the terms of the contract and the parties’ actual course of dealing” to determine

whether minimum contacts exist in the forum. Burger King Corp. v. Rudzewicz, 471 U.S.

462, 479 (1985). The agreement “relied upon to establish minimum contacts must have

6 The Supreme Court has disapproved of a different “sliding scale” approach, where “the

strength of the requisite connection between the forum and the specific claims at issue is

relaxed if the defendant has extensive forum contacts that are unrelated to those claims.”

Bristol-Myers Squibb Co. v. Superior Ct., 582 U.S. 255, 264 (2017). This does not impact

the above-noted sliding scale test, which the Tenth Circuit has continued to apply. See,

e.g., Compania de Inversiones Mercantiles, S.A. v. Grupo Cementos de Chihuahua S.A.B.

de C.V., 970 F.3d 1269, 1289 (10th Cir. 2020).

a ‘substantial connection’ with the forum state,” TH Agric., 488 F.3d at 1288, and the

contacts must not be “random, fortuitous, or attenuated,” Burger King, 471 U.S. at 480

(internal quotations omitted). Nor may defendant’s contacts be based on the “unilateral

activity of another party or a third person . . .” Helicopteros Nacionales de Colombia, S.A.

v. Hall, 466 U.S. 408, 417 (1984). That said, physical presence in a state is not required.

Jurisdiction in these circumstances may not be avoided merely because the

defendant did not physically enter the forum State. Although territorial

presence frequently will enhance a potential defendant’s affiliation with a

State and reinforce the reasonable foreseeability of suit there, it is an

inescapable fact of modern commercial life that a substantial amount of

business is transacted solely by mail and wire communications across state

lines, thus obviating the need for physical presence within a State in which

business is conducted. So long as a commercial actor’s efforts are

“purposefully directed” toward residents of another State, we have

consistently rejected the notion that an absence of physical contacts can

defeat personal jurisdiction there.

Burger King, 471 U.S. at 476.

A. Red Chamber’s Oklahoma Contacts

Based on the facts before the Court, Hurricane has established a prima facie

showing of Red Chamber’s minimum contacts with Oklahoma. Those undisputed facts

indicate that Red Chamber directly reached into Oklahoma to create a continuing

relationship with Hurricane, a citizen of Oklahoma. Red Chamber initiated the

relationship with Hurricane, and this relationship lasted for over a year. More

importantly, the dispute in this case arises from the numerous shipping contracts Red

Chamber initiated with Hurricane in Oklahoma, which were partially performed by

Hurricane in Oklahoma (by coordinating the requested shipments and dispatching the

needed trucks). The dispute further arises from Red Chamber’s attempts to setoff the

amounts invoiced by Hurricane, which Red Chamber attempted to accomplish through

sending its own invoices to Hurricane in Oklahoma.

Factors such as these support a finding that Red Chamber directed its conduct at

the forum state. See, e.g., AST Sports Sci., 514 F.3d at 1059 (“[e]specially significant to

our analysis is the fact that Mr. Holiday approached Mr. Delia about becoming AST’s

European distributor, and then formed an ongoing business relationship” through

“[p]hone calls, letters, facsimiles, and emails”); Pro Axess, Inc. v. Orlux Distrib., Inc., 428

F.3d 1270, 1277–78 (10th Cir. 2005) (unpublished)7 (factors supporting “purposeful

availment” included that defendant solicited business from plaintiff; that, while

manufacturing and shipping would not take place in the forum state, services necessary

to performance of the contract would; that the contract “required a continuing

relationship based on the provision of services”; and that defendant exchanged various

communications with plaintiff in the forum state); Art of Manliness, LLC v. UrbanDaddy,

Inc., 478 F. Supp. 3d 1191, 1200 (N.D. Okla. 2020) (out-of-state defendant made

“voluntary and informed decision to pursue a relationship with an Oklahoma business”

where it “sought out a relationship with AOM and . . . was well aware that AOM was based

in Oklahoma”).

These cases stand in contrast to those where the only contact a defendant has with

the forum is that the plaintiff happens to reside there.8 See, e.g., Walden, 571 U.S. 288–

89 (defendant did not direct conduct toward Nevada when he seized money in Georgia

from plaintiffs who were travelling to Nevada via Atlanta airport); Stock v. SIACI, No.

7 Unpublished decisions are not precedential, but they may be cited for their persuasive

value. 10th Cir. R. 32.1(A).

8 Red Chamber attempts to use such cases to argue that the Court cannot rely “on facts

showing that Plaintiff itself acted in the forum state, namely [that] Plaintiff conducted its

usual business activity of facilitating and dispatching trucks to its customers in other

states.” (ECF No. 21 at 2.) In so doing, Red Chamber, however, ignores that this activity

was solicited by its own, voluntary actions directed at Oklahoma.

C 02-2414 MEJ, 2002 WL 31528503, at *6 (N.D. Cal. Nov. 7, 2002) (no specific jurisdic-

tion in California over contract dispute when shipment of home goods to California was

negotiated in France with plaintiffs who were, at the time, residents of France). This is

not the case here, as Red Chamber sought out a business relationship, involving numer-

ous transactions, with an Oklahoma entity.

The Court further finds that Hurricane’s alleged injuries arise out of Red

Chamber’s contacts with Oklahoma. “In order for a court to exercise specific jurisdiction

over a claim, there must be an ‘affiliation between the forum and the underlying

controversy, principally, [an] activity or an occurrence that takes place in the forum

State.’” Bristol-Myers Squibb, 582 U.S. at 264 (quoting Goodyear Dunlop Tires

Operations, S.A. v. Brown, 564 U.S. 915, 919 (2011)). Here, Hurricane asserts damages

arising from Red Chamber’s failure to pay for services it solicited by contacting Hurricane

in Oklahoma and for services performed in Oklahoma and elsewhere. Hurricane’s

claimed injuries arise out of Red Chamber’s purposefully Oklahoma-directed activities.

Hurricane has, therefore, carried its burden of making a prima facie showing of

personal jurisdiction over Red Chamber.

B. Reasonableness Factors

Despite Hurricane’s prima facie showing, the Court still must consider whether

reasonableness factors weigh against exercising jurisdiction. See Burger King, 471 U.S.

at 476–77. The Court addresses the factors in turn—(1) the burden on Red Chamber;

(2) Oklahoma’s interest in resolving the dispute; (3) Hurricane’s interest in receiving

convenient and effective relief; (4) the interstate judicial system’s interest in obtaining the

most efficient resolution; and (5) the shared interest of the several states in furthering

fundamental substantive social policies.

1. Burden on Red Chamber

This first “factor is of special significance, because it serves to prevent the filing of

vexatious claims in a distant forum where the burden of appearing is onerous.” OMI

Holdings, 149 F.3d at 1096 (case involving Canadian corporation). “Nevertheless, it is

also true that ‘modern transportation and communications have made it much less

burdensome for a party sued to defend himself in a State where he engages in economic

activity.’” AST Sports Sci., 514 F.3d at 1061 (quoting Burger King, 471 U.S. at 474). Red

Chamber argues that, as the underlying contracts concerned transportation of goods from

California to Illinois and Connecticut, it is “likely that most of the relevant witnesses will

be located in States other than Oklahoma.” (ECF No. 8 at 7.) Red Chamber argues this

means the burden on it to litigate in Oklahoma will be “considerable.” (Id.)

Here, the Court finds some burden on Red Chamber—as it must defend a lawsuit

roughly 1,400 miles from its place of operation. But the undersigned does not find this

burden to be so prohibitive as to make jurisdiction improper. Red Chamber offers no

evidence supporting its assertion that witnesses are located outside Oklahoma, other than

the evidence that its traffic manager (who has booked Hurricane’s trucks) works out of a

Vernon, California office.9 (Id. at 11 ¶ 2–3.) Meanwhile, Hurricane has offered evidence

that the persons who coordinated the shipments and dispatched the trucks were located

in its Colcord, Oklahoma office. (ECF No. 20-1 at 2 ¶ 4.) No one offers evidence regarding

9 In reply, without affidavit or other written support, Red Chamber asserts that relevant

witnesses for its affirmative defense “are the employees handling the physical loads

during the journey from California to Illinois or Connecticut” (ECF No. 21 at 4), but it

does not state where those specific employees are located. Red Chamber also mentions

other employees, located in California, who it believes will be necessary witnesses. (Id.)

the location of other witnesses. As such, this factor weighs slightly in Red Chamber’s

favor, but does not convince the Court that jurisdiction is unreasonable.

2. Oklahoma’s Interest in Resolving the Dispute

“States have an important interest in providing a forum in which their residents

can seek redress for injuries caused by out-of-state actors.” OMI Holdings, 149 F.3d at

1096. This factor weighs in favor of exercising jurisdiction.

3. Hurricane’s Interest in Convenient and Effective Relief

The third factor “hinges on whether the Plaintiff may receive convenient and

effective relief in another forum” and “may weigh heavily in cases where a Plaintiff’s

chances of recovery will be greatly diminished by forcing him to litigate in [] another

forum because of that forum’s laws or because the burden may be so overwhelming as to

practically foreclose pursuit of the lawsuit.” Id. at 1097. No party has presented an

argument on this factor. As Red Chamber “has not shown that it would be more

convenient or effective for [Hurricane] to litigate its claims outside of Oklahoma,” Art of

Manliness, 478 F. Supp. 3d at 1202, this factor is neutral.

4. The Interstate Judicial System’s Interest

“The fourth factor . . . examines whether the forum state is the most efficient place

to litigate the dispute.” OMI Holdings, 149 F.3d at 1097. “Key to this inquiry are the

location of witnesses, where the wrong underlying the lawsuit occurred, what forum’s

substantive law governs the case, and whether jurisdiction is necessary to prevent

piecemeal litigation.” Id. (citations omitted). Here, the only evidence presented is that

there are witnesses in California and Oklahoma. There were shipments to Illinois and

Connecticut and, depending on the nature of the dispute, perhaps there are some

witnesses there, too. Red Chamber has made no argument or showing as to which state’s

law will govern the underlying dispute. To the extent Red Chamber’s setoff invoices form

the basis of its alleged failure to pay, then some of the wrong underlying Hurricane’s

lawsuit appears to have occurred in Oklahoma—although there may have been

nonpayment in Minnesota and actions taken by Red Chamber in California. There is no

indication that any piecemeal litigation will occur. At best, this factor is also neutral.

5. Social Policies

Finally, the Court considers “the interests of the several states, in addition to the

forum state, in advancing fundamental substantive social policies.” Id. Red Chamber has

offered no evidence or argument as to this factor and, again, has made no showing

indicating that another state’s laws will apply. Instead, this appears to be a garden-variety

contract dispute. See Art of Manliness, 478 F. Supp. 3d at 1202. The Court sees no

substantive social policies to advance. As such, this factor is also neutral.

In light of these factors, Red Chamber has not met its burden of showing

considerations that would render jurisdiction unreasonable.

Conclusion

IT IS THEREFORE ORDERED that Defendant’s Motion to Dismiss Pursuant to

F.R.C.P. 12(b)(2) for Lack of Personal Jurisdiction (ECF No. 8) is DENIED.

ORDERED this 12th day of February, 2025.

lp SS

UNITED STATES DISTRICT COURT

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