Four Winds Plaza Corp. v. Caribbean Fire & Associates, Inc.

48 V.I. 899, 2007 WL 1795734, 2007 U.S. Dist. LEXIS 44920
CourtDistrict Court, Virgin Islands
DecidedApril 18, 2007
DocketCivil No. 2005-201
StatusPublished
Cited by11 cases

This text of 48 V.I. 899 (Four Winds Plaza Corp. v. Caribbean Fire & Associates, Inc.) is published on Counsel Stack Legal Research, covering District Court, Virgin Islands primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Four Winds Plaza Corp. v. Caribbean Fire & Associates, Inc., 48 V.I. 899, 2007 WL 1795734, 2007 U.S. Dist. LEXIS 44920 (vid 2007).

Opinion

GOMEZ, Chief Judge

MEMORANDUM OPINION

(April 18, 2007)

Before the Court are two motions to dismiss. One is filed by defendant Ferguson Fire and Fabrication (“Ferguson Fire”) and the other is filed by defendant Caribbean Fire and Associates, Inc. (“Caribbean Fire”). Both raise the same arguments as- to why the Court should dismiss the complaint filed by Four Winds Plaza, Corp. (“Four Winds”) and Joseph [902]*902Bonanno (“Bonanno”) (collectively the “Plaintiffs”). For the reasons discussed below, the Court will grant both motions to dismiss.

I. Facts

Four Winds is a Virgin Islands Corporation. Bonanno is an.officer, employer, and agent of Four Winds, and a resident of the Virgin Islands. Caribbean Fire, is a Florida corporation with its principal place of business in Florida. Ferguson Fire is a California corporation with its principal, place of business in Virginia and forty-three locations nationwide.1

According to the Plaintiffs, the Fire Marshal of the St. Thomas Fire Department has issued fire violations against Four Winds for failure to have an updated sprinkler system. The Fire Marshal required that a fire pump be installed immediately, among other changes.

On May 25; 2004, Caribbean Fire made an offer to Bonanno to sell and deliver the material for a fire pump to St. Thomas, VI.2 The proposal quoted a price of $9,740, with $4,870 due immediately and $4,870 due upon delivery, for materials. Both parties signed the proposal. On May 26, 2004, Four Winds wrote a check to Caribbean Fire for $4,870. The memo line on the check indicates it is for “Fire pump parts/materials delivered to St. Thomas.” [Opp. to Mot., Ex. 3.] The Plaintiffs allege that the loose materials consisted of a fire pump system for Four Winds and that the agreement covered all components, materials, and start up for the system. Caribbean Fire purchased the fire pump system materials from Ferguson Fire.

The Plaintiffs scheduled a meeting with Caribbean Fire on March 9, 2005, at the Plaintiffs’ St. Thomas location to start the fire punip. The Plaintiffs brought a crew of five people from New Jersey to St. Thomas for eight days to help make the changes required to satisfy the Fire Marshal’s requests. When Caribbean Fire did not appear as agreed, the Plaintiffs attempted to install the fire pump system. The Plaintiffs [903]*903determined the fire pump system was non-conforming, that the parts were not compatible, and that the system was unable to operate.

Four Winds filed a complaint in this Court on December 9, 2005. That same day, summons were issued by the Court to both defendants. An Amended Complaint was filed on January 18, 2006, adding Bonanno as a plaintiff.

Count One alleges breach of contract by Caribbean Fire. Specifically, the Plaintiffs allege that they relied on Caribbean Fire to “recommend, procure, ship to St. Thomas and start up a fire pump system suitable for Plaintiff[s’] needs and the requirements of the Virgin Islands fire marshal.” [Compl. át 3.] The Plaintiffs allege Caribbean Fire provided non-conforming goods and failed to appear for start-up.

Count Two alleges breach of contract by Ferguson Fire. The Plaintiffs state that they became a third party beneficiary to the agreement between Caribbean Fire and Ferguson Fire. The Plaintiffs allege Fergusori Fire “failed and refused' to provide - conforming goods for which the Plaintiff[s] contracted.”3 [Compl. at"4.]

■The Plaintiffs seek general, special, and consequential damages for breach of contract.4 Additionally, Plaintiffs seek attorney’s fees and exemplary, or punitive, damages.

Both defendants moved for summary judgment arguing the following:

( 1. This Court lacks subject matter jurisdiction because the amount in controversy is not met;

2. This Court lacks personal jurisdiction over the defendants;

3. The Amended Complaint was not served upon an authorized representative of either corporation;

4. The summons served were deficient.

■ On'November 17, 2006, this Court held a hearing on the motions. The Court granted Ferguson Fire’s motion to dismiss for reasons discussed [904]*904below. The Court also requested supplemental briefs regarding the amount in controversy. On November 27, 2006, the Plaintiffs filed a two page brief and copies of five checks tendered to Caribbean Fire totaling $37,240. The Plaintiffs also attached the affidavit of Patrick Turzi (“Turzi”), Four Winds’ property manager, which avers that the Plaintiffs have incurred consequential losses. Turzi’s affidavit does not indicate any dollar amounts that reflect the losses incurred other than the near $40,000 that Plaintiffs paid to Caribbean Fire. Turzi’s affidavit does not explain the purpose for which each check was tendered or how each check relates to the contract in dispute.

On January 26, 2007, the Court ordered the parties to “file supplemental briefs discussing how the checks attached to the Plaintiffs’ November 27, 2006, Memorandum on Jurisdictional Amount in Controversy are related to the contract at the center of the dispute before this Court ... .” On February 5, 2007, the Plaintiffs filed the same memorandum originally filed on November 27, 2006, accompanied by new exhibits. The exhibits include a photocopy of the May 25, 2004, proposal signed by both parties; a photocopy of another proposal signed by Caribbean Fire on June 1, 2004, but not signed by the Plaintiffs; and photocopies of documents that appear to be invoices.

II. Personal Jurisdiction

A. Discussion

”In deciding a motion to dismiss for lack of personal jurisdiction, [the Court] take[s] the allegations of the complaint as true. But once a defendant has raised a jurisdictional defense, a plaintiff bears the burden of proving by affidavits or other competent evidence that jurisdiction is proper.” Dayhoff Inc. v. H.J. Heinz Co., 86 F.3d 1287, 1302 (3d Cir. 1996) (internal citations omitted). The plaintiff must establish personal jurisdiction by a preponderance of the evidence. Manbodh v. Hess Oil V.I. Corp. (In re Kelvin Manbodh Asbestos Litig. Series), 47 V.I. 267, 278 (Super. Ct. 2005) (citing Marine Midland Bank, N.A. v. Miller, 664 F.2d 899, 904 (2d Cir. 1981)).

Generally, this Court follows a two-step analysis to determine if personal jurisdiction is proper: (1) whether jurisdiction is authorized by the forum’s long-arm statute and (2) whether the exercise of personal jurisdiction over the defendant would comport [905]*905with due process under the United States Constitution, which requires that the defendants have certain “minimum contacts” with the forum.

Yusuf v. Adams, 33 Media L. Rep. 1157 (D.V.I. 2004); see also Fin. Trust Co. v. Citibank, N.A., 268 F. Supp. 2d 561, 566 (D.V.I. 2003) (citing Int’l Shoe v.

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Bluebook (online)
48 V.I. 899, 2007 WL 1795734, 2007 U.S. Dist. LEXIS 44920, Counsel Stack Legal Research, https://law.counselstack.com/opinion/four-winds-plaza-corp-v-caribbean-fire-associates-inc-vid-2007.