Mississippi Lime Company v. RJR Mining Company, Inc.

CourtDistrict Court, E.D. Missouri
DecidedJuly 27, 2023
Docket4:22-cv-00910
StatusUnknown

This text of Mississippi Lime Company v. RJR Mining Company, Inc. (Mississippi Lime Company v. RJR Mining Company, Inc.) is published on Counsel Stack Legal Research, covering District Court, E.D. Missouri primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Mississippi Lime Company v. RJR Mining Company, Inc., (E.D. Mo. 2023).

Opinion

UNITED STATES DISTRICT COURT EASTERN DISTRICT OF MISSOURI EASTERN DIVISION

MISSISSIPPI LIME COMPANY, ) ) Plaintiff, ) ) v. ) Case No. 4:22-cv-00910-AGF ) RJR MINING COMPANY, INC., ) ) Defendant. )

MEMORANDUM AND ORDER This matter is before the Court on Defendant RJR Mining Company, Inc.’s (“RJR”) motion to dismiss for lack of personal jurisdiction and improper venue under Fed. R. Civ. P. 12(b)(2) and (3). ECF Nos. 12 and 13. RJR argues it is not subject to personal jurisdiction in Missouri because it is not subject to Missouri’s long-arm statute, Mo. Rev. Stat. § 506.600.1, and lacks sufficient minimum contacts with Missouri. RJR further argues that venue is improper in the Eastern District of Missouri, and requests that, if the Court finds personal jurisdiction over RJR, the Court transfer the case to the Northern District of Alabama under 28 U.S.C. § 1404(a) for the convenience of the parties and witnesses. Plaintiff Mississippi Lime Company (“MLC”) opposes the motion, arguing that RJR’s actions in entering into a contract with MLC in Missouri confers jurisdiction under Missouri’s long-arm statute and that RJR has sufficient minimum contacts with Missouri to confer this Court with jurisdiction. MLC also argues that venue is proper in this Court and that transfer is unnecessary. ECF No. 17. RJR filed a reply in support of its motion. ECF No. 20. Plaintiff then filed a sur-

reply with leave of court. ECF No. 25. This matter is now fully briefed and ready for disposition. For the reasons discussed below, the Court will grant Defendant’s motion to dismiss for lack of personal jurisdiction. Background Plaintiff’s Complaint arises out of Defendant’s alleged breaches of a coal supply agreement (the “Agreement”). ECF No. 1. The bulk of the facts pertaining to

jurisdiction are undisputed. MLC is a Missouri corporation with its principal place of business in Missouri. RJR is an Alabama corporation with its principal place of business in Alabama. In early 2020, RJR’s Alabama-based Manager of Coal Sales and Quality, Justin Marcum, contacted MLC’s Missouri-based employee, Christopher Daniel, to solicit MLC’s business.1 Declaration of Jo Anna Bailey (“Bailey Declaration”), ECF No.

17-2 at ¶ 4. Mr. Marcum continued discussions with Mr. Daniel and another of MLC’s Missouri-based employees, Jo Anna Bailey. Id. at ¶ 5. Mr. Marcum later called Ms. Bailey to make another pitch for MLC’s business. Id. at ¶ 6; ECF No. 17-3. Mr. Marcum, while still in Alabama, negotiated the terms of the Agreement with Ms. Bailey by phone and email while Ms. Bailey was in Missouri. Bailey Declaration at ¶ 9.

1 RJR has submitted the Declaration of Otis R. Robinson, Jr., RJR’s president, to support its motion to dismiss. See ECF No. 13-1 (“Robinson Declaration”). He declares that “RJR has never directly advertised or solicited business in Missouri.” Id. at ¶ 6. For the purposes of this motion to dismiss, the Court need not resolve factual disputes. Angelica Corp. v. Gallery Mfg. Corp., 904 F. Supp. 993, 996 (E.D. Mo. 1995). The parties entered into the Agreement in September 2020. Under the Agreement’s terms, RJR was to supply coal to MCL’s production facility in Calera,

Alabama (the “Calera Facility”). The Agreement included requirements for the quantity of coal to be delivered, the timing of deliveries, minimum quality standards of the coal to be delivered, and price. All of the coal was to be mined at RJR’s Shannon Mine site in Alabama. ECF No. 1 at ¶¶ 11, 17,19–22; ECF No. 1-1 at 1. The Agreement specifies that Alabama law will govern the agreement. ECF No. 1 at ¶ 24; ECF No. 1-1 at 4. Plaintiff alleges that, by early 2022, RJR began to repeatedly breach the

Agreement. MLC alleges that between January and July 2022, RJR repeatedly failed to make timely coal deliveries to the Calera Facility and that coal that was delivered failed to meet the Agreement’s quality requirements. ECF No. 1 at ¶ 26. Next, MLC alleges that on March 10, 2022, while Ms. Bailey was visiting RJR’s facility in Alabama, RJR threatened to breach the Agreement unless it could: (1) include a fuel surcharge on any

future deliveries, and (2) increase the coal’s price per ton from $91 to $139. Id. at ¶¶ 34– 35, 36, 39. MLC alleges that it accepted the $4.50 per ton fuel surcharge and agreed to pay the requested $139 price per ton on a temporary basis, subject to certain conditions. Id. at ¶¶ 38, 41–42. MLC alleges that RJR immediately began invoicing deliveries with the fuel surcharge and at the higher per ton price while it continued to violate the

Agreement and MLC’s new conditions. Id. at ¶¶ 43–45, 48, 50. MLC then alleges that in May 2022, RJR again threatened to breach the Agreement, saying it would curtail or close down operations at the Shannon Mine site and stop all coal deliveries to the Calera Facility within a matter of weeks. Id. at ¶ 57–58. Finally, MLC alleges that MLC terminated the Agreement in writing on July 15, 2022. Id. at ¶¶ 62–63. Based on these allegations, MLC raises five separate claims for breach of contract:

Count I – for breaches of the Agreement’s timing and quantity requirements; Count II – for breaches of the Agreements’ quality requirements; Count III – for overcharging via the increased price per ton; Count IV – for overcharging via the $4.50 fuel surcharge; and Count V – for repudiation of the Agreement. Plaintiff brings this action pursuant to the Court’s diversity jurisdiction under 28 U.S.C. § 1332, as MLC is a Missouri corporation with its principal place of business in

Missouri, RJR is an Alabama corporation with its principal place of business in Alabama, and the amount in controversy exceeds the sum or value of $75,000. MCL claims venue is proper under 28 U.S.C. § 1391(b)(2) and (3) because “a substantial part of the events giving rise to [its] claim occurred in this District” and RJR “is subject to this Court’s personal jurisdiction with respect to this action.” ECF No. 1 at ¶ 5. In support of this

latter claim, MLC alleges that the Agreement was formed in Missouri when MLC accepted RJR’s offer at MLC’s corporate offices in Missouri, thus triggering Missouri’s long-arm statute. Id. at ¶ 6 (citing Mo. Rev. Stat. § 506.500.1(2)). MLC also alleges that RJR has sufficient minimum contacts with Missouri to satisfy the requirements of due process, namely that:

7. . . . Defendant purposefully availed itself of the forum by transacting repeated business with Plaintiff, a Missouri-based company whose corporate representatives are based in, and operate from, Missouri, and by sending a contract offer into Missouri, which was then accepted by a Missouri corporation in Missouri, and thus making a contract in Missouri— the contract out of which this dispute arises. 8. Further, Defendant and its representatives interacted with Plaintiff’s Missouri-based representatives on multiple occasions; attempted to negotiate accommodations in connection with Defendant’s obligations under the Agreement, which are part of the subject matter of Plaintiff’s claims herein, with Plaintiff’s Missouri-based representatives on multiple occasions; and sent to Plaintiff’s Missouri offices on multiple occasions product invoices directly tied to the subject matter of Plaintiff’s claims herein, which Plaintiff paid from Missouri. ECF No. 1 at ¶¶ 7–8. Legal Standard “When personal jurisdiction is challenged by a defendant, the plaintiff bears the burden to show that jurisdiction exists.” Fastpath, Inc. v. Arbela Techs.

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Mississippi Lime Company v. RJR Mining Company, Inc., Counsel Stack Legal Research, https://law.counselstack.com/opinion/mississippi-lime-company-v-rjr-mining-company-inc-moed-2023.