J.C. Snavely & Sons, Inc. v. Springland Associates, Inc.

600 A.2d 972, 411 Pa. Super. 1, 1991 Pa. Super. LEXIS 3901

• Court: Superior Court of Pennsylvania
• Decided: December 17, 1991
• Docket: No. 00410
• Status: Published

Opinions

MONTGOMERY, Judge:

This is an appeal from the trial court’s order granting preliminary objections. The order dismissed appellant’s case for lack of in personam jurisdiction.

The sole issue before this court is whether the trial court correctly concluded that it did not have personal jurisdiction over appellee Charles W. Knapp. Appellant, J.C. Snavely & Sons, Inc., a Pennsylvania corporation with its principal place of business in Landisville, Pennsylvania, entered into an agreement to supply building materials to Springland Associates, Inc., a Delaware corporation with its principal place of business in New York, New York. Appellee, the Vice President of Springland Associates, Inc., and a resident of New York, signed as personal guarantor to a credit agreement between the companies. When evaluating the product for his employer, Mr. Knapp visited appellant’s factory in Pennsylvania two or three times. There was no evidence of further contacts between Mr. Knapp and the forum.

When a preliminary objection results in the dismissal of an action it is sustained only in those cases which are “clear and free from doubt.” Kenneth H. Oaks, Ltd. v. Josephson, 390 Pa.Super. 103, 568 A.2d 215, 216 (1989). The court must view the evidence in a light most favorable to the nonmoving party. Id.

Pennsylvania retains personal jurisdiction over nonresidents to the fullest extent permitted by the United States Constitution. 42 Pa.C.S. § 5322(b), Temtex Products Inc. v. Kramer, 330 Pa.Super 183, 479 A.2d 500 (1984). Accordingly, the sole limitations on jurisdiction are those set forth in the Due Process Clause of the Fourteenth Amendment of the United States Constitution. Id. Specifically, due process requires that the defendant have sufficient contacts with the forum such that granting jurisdiction would not offend traditional notions of fair play and substantial justice. International Shoe Co. v. Washington, 326 U.S. 310, 66 S.Ct. 154, 90 L.Ed. 95 (1945).

Analysis of what constitutes minimum contacts is not a formulaic process, but requires a case by case analysis. Skinner v. Flymo, Inc., 351 Pa.Super. 234, 505 A.2d 616 (1986) (citing Burger King Corp. v. Rudzewicz, 471 U.S. 462, 105 S.Ct. 2174, 85 L.Ed.2d 528 (1985)). Random, fortuitous or attenuated contacts do not constitute the requisite minimum contacts. Id. Nor will the existence of a contract with an out of state party, alone, suffice to establish jurisdiction. Burger King Corp. v. Rudzewicz, supra. The court must consider whether the defendant should reasonably anticipate being haled into court as a result of conduct and connections with the forum state. Id. It is critical that the defendant avail himself of the privilege of conducting activities in the forum state and that it is not merely the result of unilateral activity on the part of a third person or another party. Id.

Appellant cites “two or three” visits to Pennsylvania “to view the Snavely operation and to examine the type of material Springland would be purchasing ...” as the necessary minimum contacts. Appellant’s brief at 11. This evidence does not constitute sufficient minimum contacts to establish in personam jurisdiction. Two types of in per-sonam jurisdiction must be considered. General jurisdiction exists where a defendant’s activities are substantial and continuous within the forum, regardless of the nexus to the cause of action. Skinner v. Flymo, Inc., supra. Specific jurisdiction is based upon a defendant’s acts within the forum which give rise to the cause of action. Id.

There exists no basis for a finding of general jurisdiction. Mr. Knapp’s sole contacts with Pennsylvania consist of two or three visits. Appellant’s activities within Pennsylvania do not rise to the continuous and substantial standard. See Nolt & Nolt, Inc. v. Rio Grande, Inc., 738 F.Supp. 163 (E.D.Pa.1990).

Additionally, there exists no support for a finding of specific jurisdiction. The guarantee between Mr. Knapp and appellant constitutes a separate and independent contract. Hyster Credit Corp. v. O’Neill, 582 F.Supp. 414 (E.D.Pa.1983). As noted in appellant’s brief, the personal guaranty was signed “in [Mr. Knapp’s] individual capacity.” Appellant’s brief at 10. When seeking to establish specific jurisdiction, only those contacts which relate to Mr. Knapp’s agreement with appellant are significant. Skinner v. Flymo, Inc., supra. Mr. Knapp’s contacts as an agent of Springland Associates are not attributable to him for purposes of establishing specific jurisdiction. See, e.g., Babich v. Karsnak, 364 Pa.Super. 558, 528 A.2d 649 (1987).

There exist no contacts between Mr. Knapp, as an individual, and the forum. Mr. Knapp traveled to Pennsylvania, in his capacity as an employee, to view the products his employer proposed to buy. Appellant’s cause of action with defendant arises from the guaranty signed by Mr. Knapp. Accordingly, these visits cannot be considered for purposes of establishing specific jurisdiction.

Moreover, there exists no evidence of further contacts between Mr. Knapp and Pennsylvania. The guaranty was signed in New York. No further interactions regarding this agreement occurred. Appellant cites phone , calls, mailings and invoices as evidence of contacts. These contacts were all contacts between the corporations, in reference to their agreement, and there is no indication of Mr. Knapp’s involvement in any manner.

The conclusion we reach is supported by Reverse Vending Associates v. Tomra Systems U.S., Inc., 655 F.Supp. 1122 (E.D.Pa.1987). Tomra Systems U.S., Inc., (Tomra U.S.) incorporated and located in Atlanta, Georgia, was a wholly owned subsidiary of A/S Tomra Systems (Tomra Norway), located in Asker, Norway. Tomra U.S. executed two contracts with Reverse Vending, a partnership located in Pennsylvania. However, before entering the agreement Reverse Vending requested and received a guaranty from Tomra Norway. Reverse Vending stated that there would be no agreement if the guaranty was not forthcoming. Tomra Norway signed the document in Norway and mailed it to their subsidiary in Atlanta. In turn, Tomra Systems U.S. passed the agreement on to the plaintiff. The Tomra court concluded that there were insufficient minimum contacts to exercise jurisdiction.

Noting the lack of physical contacts the Tomra court then considered whether Tomra Norway had purposefully directed its efforts towards Pennsylvania residents. A purposeful availment of the benefits arising from the forum state may constitute grounds for jurisdiction, notwithstanding the lack of physical contacts. Burger King Corp. v. Rudzewicz, supra. The analysis of this issue is similar in both Tomra and the instant case. In both cases the Pennsylvania resident sought the guaranty. There is no evidence that any phone calls, negotiations or meetings regarding the guaranty took place in Pennsylvania. Finally, as in Tomra, there is no evidence Mr. Knapp “sought to participate in benefits from the local Pennsylvania economy.” Reverse Vending Associates v. Tomra Systems, U.S., Inc., 655 F.Supp. at 1127. Accordingly, we affirm.

Order affirmed.

HUDOCK, J. files a Dissenting Opinion.