Greenwood Group Inc v. L3Harris Technologies Integrated Systems LP

UNITED STATES DISTRICT COURT FOR THE

WESTERN DISTRICT OF OKLAHOMA

GREENWOOD GROUP, INC., )

an Oklahoma Corporation, )

)

Plaintiff, )

)

v. ) Case No. CIV-24-849-G

)

L3HARRIS TECHNOLOGIES )

INTEGRATED SYSTEMS, LP, )

a foreign limited partnership, )

)

Defendant. )

ORDER

Now before the Court is a Motion to Dismiss or Transfer (Doc. No. 2) filed by

Defendant L3Harris Technologies Integrated Systems, LP. Plaintiff Greenwood Group,

Inc. has responded in opposition (Doc. No. 6). A Reply (Doc. No. 8) and a Surreply (Doc.

No. 17) also have been filed.

I. Background

Plaintiff initially filed this action in the District Court of Kay County, Oklahoma.

See Pet. (Doc. No. 1-2). On August 19, 2024, Defendant removed the case to this Court

on the basis of federal diversity jurisdiction. See Notice of Removal (Doc. No. 1).

Plaintiff is an Oklahoma corporation with its principal place of business in Ponca

City, Oklahoma. Pet. ¶ 1. Defendant is a limited partnership organized under the laws of

Delaware with its principal place of business in Waco, Texas. Id. ¶ 2; Def.’s Discl. (Doc.

No. 19) at 1; O’Dwyer Aff. ¶ 6 (Doc. No. 2-1).

Since 2012, Plaintiff, an aerospace supply chain partner, and Defendant, an

aerospace and defense contractor, have entered into approximately 17 agreements whereby

Plaintiff would purchase aircraft parts from Defendant. Pet. ¶¶ 4-6. On or about June 27,

2023, the parties entered into Purchase Order 06272023 (the “Contract”), providing that

Defendant would deliver certain aircraft parts to Plaintiff. Id. ¶¶ 9-10. Pursuant to the

Contract, Plaintiff would make an initial payment of $2.1 million, followed by subsequent

monthly payments of $200,000, for a total purchase price of $4.1 million. Id. ¶ 12.

The Contract required that the parts provided by Defendant “be in serviceable

condition,” and the parties understood that each part would be accompanied by the requisite

documentation that commonly accompanies aircraft parts. Id. ¶¶ 6, 13-14. When

Defendant’s first delivery arrived at Plaintiff’s facility on July 6, 2023, Plaintiff found that

for many of the parts the requisite documentation was missing. Id. ¶¶ 17-18. Plaintiff

“brought the missing documentation and other breaches” to Defendant’s attention, but

Defendant failed to provide the documents or cure the breaches. Id. ¶ 19. “[P]eriodically”

from July 2023 to January 2024, Plaintiff would receive boxes from Defendant with

missing parts and/or documentation, Plaintiff would bring the missing parts and/or

documentation to Defendant’s attention, and Defendant would fail to timely remedy the

issues. Id. ¶ 20.

On January 8, 2024, Plaintiff informed Defendant that it would not make the

remaining four payments unless Defendant remedied the deficiencies in the earlier

shipments. Id. ¶ 21. Following failed attempts at communication, Plaintiff represented to

Defendant that Defendant needed to resolve all issues by May 15, 2024. Id. ¶¶ 23-24.

Representatives for Defendant visited Plaintiff’s facility on April 29, 2024, to address

discrepancies. Id. ¶ 25. Since that visit, Defendant “has only been able to provide missing

documentation for a few out of the thousands of parts that are missing the necessary

documentation” and “has not remedied the numerous parts missing from the deliveries.”

Id. ¶ 26.

At the time Plaintiff filed this lawsuit, Plaintiff had made the initial $2.1 million

payment to Defendant, as well as the next six incremental payments of $200,000 (“some

well in advance of the payment due date”). Id. ¶¶ 15-16. Plaintiff alleges that Defendant’s

failure to comply with the terms of the Contract has resulted in significant losses to

Plaintiff, including direct and consequential damages, and has damaged Plaintiff’s

credibility with current and future customers. See id. ¶¶ 12, 22, 29-30.

Plaintiff brings claims of breach of contract and unjust enrichment under Oklahoma

law against Defendant. See id. ¶¶ 31-39. Defendant now seeks dismissal under Rule

12(b)(2) of the Federal Rules of Civil Procedure or, alternatively, transfer of this action to

another venue pursuant to 28 U.S.C. § 1404(a). See Def.’s Mot. at 4-11.

II. Defendant’s Motion to Dismiss

A. Relevant Standards

Citing Rule 12(b)(2), Defendant contends that it is not subject to personal

jurisdiction in this Court. When the Court’s jurisdiction over a defendant is contested, the

plaintiff bears the burden of proving that personal jurisdiction exists. See Wenz v. Memery

Crystal, 55 F.3d 1503, 1505 (10th Cir. 1995); Benton v. Cameco Corp., 375 F.3d 1070,

1074 (10th Cir. 2004). In the preliminary stages of litigation, however, “the plaintiff’s

burden is light.” AST Sports Sci., Inc. v. CLF Distrib. Ltd., 514 F.3d 1054, 1056 (10th Cir.

2008). Where, as here, a court considers a pretrial motion to dismiss for lack of personal

jurisdiction without conducting an evidentiary hearing, “the plaintiff need only make a

prima facie showing of personal jurisdiction to defeat the motion.” Id. at 1056-57 (citing

OMI Holdings, Inc. v. Royal Ins. Co. of Can., 149 F.3d 1086, 1091 (10th Cir. 1998)). For

purposes of the plaintiff’s prima facie case, the allegations in the complaint are accepted

as true to the extent they are uncontroverted by the defendant’s affidavits. Shrader v.

Biddinger, 633 F.3d 1235, 1248 (10th Cir. 2011). “If the parties present conflicting

affidavits, all factual disputes must be resolved in the plaintiff’s favor, and the plaintiff’s

prima facie showing is sufficient notwithstanding the contrary presentation by the moving

party.” Wenz, 55 F.3d at 1505 (internal quotation marks omitted).

To establish personal jurisdiction over a nonresident in a diversity action, a plaintiff

“must demonstrate that jurisdiction is proper under the laws of the forum state—in this

case Oklahoma—and that the exercise of jurisdiction complies with the Due Process

Clause of the Fourteenth Amendment.” Dental Dynamics, LLC v. Jolly Dental Grp., LLC,

946 F.3d 1223, 1228 (10th Cir. 2020). Oklahoma has enacted a “long-arm” statute that

authorizes its courts to exercise jurisdiction to the maximum extent permitted by the

Constitution. See id. at 1228-29; Okla. Stat. tit. 12, § 2004(F). As relevant here, the Court’s

inquiry is reduced to a single question: whether the Court’s exercise of jurisdiction over

Defendant is consistent with constitutional due process. See Dental Dynamics, 946 F.3d

at 1229; Shrader, 633 F.3d at 1239.

B. Discussion

The due process standard requires that the defendant “purposefully established

minimum contacts within the forum state” and that the exercise of jurisdiction comports

with “traditional notions of fair play and substantial justice.” Dental Dynamics, 946 F.3d

at 1229 (internal quotation marks omitted). Depending on the facts, “an out-of-state

defendant’s contacts with the forum state may give rise to either general (all-purpose)

jurisdiction or specific (case-linked) jurisdiction.” Old Republic Ins. Co. v. Cont’l Motors,

Inc., 877 F.3d 895, 903 (10th Cir. 2017).

Here, Defendant challenges Plaintiff’s ability to show minimum contacts that would

support the exercise of either specific or general jurisdiction.

1. Specific Jurisdiction: Minimum Contacts

A court may exercise specific jurisdiction over an out-of-state defendant if the

plaintiff’s lawsuit arises out of the defendant’s contacts with the forum state. See Daimler

AG v. Bauman, 571 U.S. 117, 127 (2014); see also Goodyear Dunlop Tires Operation v.

Brown, 564 U.S. 915, 919 (2011) (explaining that “[s]pecific jurisdiction . . . depends on

an affiliation between the forum and the underlying controversy” (alteration and internal

quotation marks omitted)). Thus, to establish minimum contacts for specific jurisdiction,

the plaintiff must show: (1) that the defendant “purposefully directed its activities at

residents of the forum state”; and (2) that “the plaintiff’s injuries . . . [arose] out of the

defendant’s forum-related activities.” Old Republic Ins. Co., 877 F.3d at 904 (alteration

and internal quotation marks omitted). If the plaintiff makes this showing, the court may

exercise specific jurisdiction unless the defendant presents a “compelling case that the

presence of some other considerations would render jurisdiction unreasonable.” Id.

(internal quotation marks omitted).

Defendant argues that the Court lacks specific jurisdiction over it because Defendant

has not “purposefully directed its activities” at Oklahoma residents. See Def.’s Mot. at 5-

7; Def.’s Reply at 5-10. Having evaluated the relevant record in light of the governing

authorities, the Court disagrees.

Plaintiff has submitted evidence supporting the proposition that in May 2023

Defendant directly contacted Plaintiff’s president, Chris Greenwood, via email to solicit an

offer for the relevant aircraft parts. See Greenwood Aff. ¶¶ 4-5 (Doc. No. 6-1). Over the

next few weeks, Mr. Greenwood and a manager for Defendant exchanged several emails

regarding offers for the parts and the condition of those parts. Id. ¶ 6. Plaintiff’s location

in Oklahoma was known to Defendant not only from their course of dealing but from the

signature block appearing on Mr. Greenwood’s emails. See Pl.’s Surreply Ex. 6 (Doc. No.

17-6) at 2.

Further, despite Defendant’s broad disclaimer of any “actions that would be

considered reaching out . . . into Oklahoma,” it is undisputed that in April of 2024,

Defendant’s representatives visited Plaintiff’s Ponca City facility in person to address the

parties’ contract disputes. Def.’s Mot. at 6; see Pet. ¶ 25; Greenwood Aff. ¶ 12. And

though Plaintiff often would take delivery of aircraft parts from Defendant at Defendant’s

facilities in Texas and have the parts shipped to Plaintiff’s facility in Oklahoma, Defendant

itself “on several occasions” shipped aircraft parts to Plaintiff at Plaintiff’s facility in

Oklahoma. Greenwood Aff. ¶ 9.

In sum, the allegations and information properly considered by the Court establish

that Defendant “deliberately engaged in the conduct from which the contacts” with

Oklahoma “arise,” and those contacts “ma[de] it foreseeable to [Defendant] that [it] would

be sued in the state where the suit was brought.” Elite Motorsports, LLC v. RLB Constr.,

Ltd., No. CIV-19-901-D, 2020 WL 130145, at *3 (W.D. Okla. Jan. 10, 2020) (citing Burger

King Corp. v. Rudzewicz, 471 U.S. 462, 474-76 (1985)). These contacts were not “random,

fortuitous, or attenuated,” “made with other people affiliated with the state.” Id. And while

the sending of emails, alone, may not be sufficient to establish purposeful availment, the

emails here “serve as additional evidence that [Defendant] pursued a business relationship

with an Oklahoma business.” Id. at *4 (“[I]t is the purpose of these contacts in relation to

the business relationship that was created, together with the future consequences of the

contract, that inform the due process analysis.”). In light of the above, Plaintiff has shown

that Defendant has established sufficient minimum contacts with Oklahoma to satisfy the

requirements of due process.

2. Specific Jurisdiction: Fair Play and Substantial Justice

Plaintiff having shown that Defendant purposefully directed its activities at

residents of Oklahoma and that Plaintiff’s injuries arose out of those activities, the Court’s

exercise of personal jurisdiction may be defeated only by a showing that the exercise of

such jurisdiction over a non-resident “would offend traditional notions of fair play and

substantial justice.” Dental Dynamics, 946 F.3d at 1229. This test is one of

“reasonableness,” upon which “the defendant bears the burden of proof.” Elite

Motorsports, 2020 WL 130145, at *4.

The defendant must mount a “compelling case” to show that exercising

jurisdiction in his or her case would be unreasonable. The reasonableness

component may be defeated if the defendant can show that jurisdiction

somehow violates traditional notions of fair play and substantial justice by

showing that it would impose a grave inconvenience.

The Supreme Court has outlined the following “reasonableness factors”:

(1) the burden on the defendant; (2) interests of the forum state; (3) a

plaintiff’s interest in obtaining relief; (4) the most efficient resolution of

controversies; and, (5) the shared interests of the several States in furthering

fundamental substantive social policies.

Id. (citations and internal quotation marks omitted).

In this respect, Defendants argue only that “the burden on [Defendant] to litigate in

Oklahoma would be substantial given that [Defendant] does not maintain a presence in

Kay County, Oklahoma[,] and all of [Defendant’s] relevant witnesses and documents

necessary to defend in this matter are located in and around Rockwall and Waco, Texas.”

Def.’s Reply at 10. The Court does not find that this purported burden would be a “grave

inconvenience.” First, “the majority of the work required in order to mount an effective

defense can, with the use of modern technology, be accomplished from [Defendant’s]

[Texas] offices.” A to Z Machining Serv., LLC v. Nat’l Storm Shelter, LLC, Case No. CIV-

10-422-C, 2010 WL 3081519, at *2 (W.D. Okla. Aug. 6, 2010). Further, Oklahoma has

“an important interest in providing a forum in which [its] residents can seek redress for

injuries caused by out-of-state actors.” AST Sports Sci., 514 F.3d at 1062 (internal

quotation marks omitted). Defendant has not shown that the Court’s exercise of

jurisdiction over Plaintiff’s claims would be unreasonable.

3. General Jurisdiction

For the reasons outlined above, Defendant’s contacts with the forum state are

“sufficiently related to the cause of action,” and the Court may properly exercise specific

personal jurisdiction over Defendant in this matter. Old Repub. Ins. Co., 877 F.3d at 904.

It need not be determined whether general jurisdiction would also lie. See OMI Holdings,

149 F.3d at 1090-91 (explaining that the “minimum contacts” standard may be satisfied by

showing either general or specific jurisdiction).

III. Defendant’s Motion to Transfer

Defendant requests in the alternative that the Court transfer this action to the

Western District of Texas, Waco Division, pursuant to 28 U.S.C. § 1404(a).

The relevant statute provides that “[f]or the convenience of parties and witnesses,

in the interest of justice, a district court may transfer any civil action to any other district .

. . where it might have been brought.” 28 U.S.C. § 1404(a). The purpose of the provision

is to prevent the waste of time, energy, and money, as well as to protect litigants, witnesses,

and the public “against unnecessary inconvenience and expense.” Van Dusen v. Barrack,

376 U.S. 612, 616 (1964) (internal quotation marks omitted).

The assessment of a motion to transfer venue under § 1404(a) involves a two-step

inquiry. First, the Court must determine whether the proposed transferee forum is one in

which the action “might have been brought.” 28 U.S.C. § 1404(a); see El Dorado Chem.

Co. v. Air Liquide Indus. U.S. LP, No. CIV-14-491-F, 2015 WL 11237486, at *1 (W.D.

Okla. Oct. 19, 2015). If so, the Court then has discretion “to adjudicate [the motion] for

transfer according to an individualized, case-by-case consideration of convenience and

fairness.” Chrysler Credit Corp. v. Country Chrysler, Inc., 928 F.2d 1509, 1516 (10th Cir.

1991) (internal quotation marks omitted). The Court should consider certain factors,

including:

the plaintiff’s choice of forum; the accessibility of witnesses and other

sources of proof, including the availability of compulsory process to insure

attendance of witnesses; the cost of making the necessary proof; questions as

to the enforceability of a judgment if one is obtained; relative advantages and

obstacles to a fair trial; difficulties that may arise from congested dockets;

the possibility of the existence of questions arising in the area of conflict of

laws; the advantage of having a local court determine questions of local law;

and, all other considerations of a practical nature that make a trial easy,

expeditious and economical.

Id. (internal quotation marks omitted); see Emp’rs Mut. Cas. Co. v. Bartile Roofs, Inc., 618

F.3d 1153, 1167 (10th Cir. 2010). The moving party “bears the burden of establishing that

the existing forum is inconvenient.” Scheidt v. Klein, 956 F.2d 963, 965 (10th Cir.1992)

(internal quotation marks omitted). “[U]nless the balance is strongly in favor of the

movant[,] the plaintiff’s choice of forum should rarely be disturbed.” Id. (internal

quotation marks omitted).

Defendant does not address whether the case could properly have been brought in

the Western District of Texas. Although Defendant emphasizes that its own witnesses and

documents will be located in Waco, Texas, Plaintiff represents that its employees, who

“inspected and counted the parts” and “identified each missing part and each missing

document,” are all located in Oklahoma. Pl.’s Resp. at 6. Plaintiff also argues that “the

parts and documentation that are the subject of this dispute . . . are being held at its Ponca

City facility.” Pl.’s Surreply at 5.

“Merely shifting the inconvenience from one side to the other . . . obviously is not

a permissible justification for a change of venue.” Scheidt, 956 F.2d at 966. Accordingly,

even assuming the action “might have been brought” in the Western District of Texas,

Defendant fails to demonstrate that transfer is warranted. 28 U.S.C. § 1404(a); see also

Atl. Marine Constr. Co. v. U.S. Dist. Ct. for the W. Dist. of Tex., 571 U.S. 49, 63 (2013)

(“[P]laintiffs are ordinarily allowed to select whatever forum they consider most

advantageous (consistent with jurisdictional and venue limitations).”).

CONCLUSION

In accordance with the above, Defendant’s Motion to Dismiss or Transfer (Doc. No.

2) is DENIED.

This case will be set for a status and scheduling conference on the Court’s next

available docket.

IT IS SO ORDERED this 24th day of March, 2025.

(Barba B. Kadota

United States District Judge

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