Weld Power Industries, Inc. v. C.S.I. Technologies, Inc.

467 A.2d 568, 124 N.H. 121, 1983 N.H. LEXIS 366
CourtSupreme Court of New Hampshire
DecidedOctober 26, 1983
DocketNo. 83-047
StatusPublished
Cited by17 cases

This text of 467 A.2d 568 (Weld Power Industries, Inc. v. C.S.I. Technologies, Inc.) is published on Counsel Stack Legal Research, covering Supreme Court of New Hampshire primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Weld Power Industries, Inc. v. C.S.I. Technologies, Inc., 467 A.2d 568, 124 N.H. 121, 1983 N.H. LEXIS 366 (N.H. 1983).

Opinion

Batchelder, J.

The defendant appeals from an order of the Superior Court (Dalianis, J.) denying its motion to dismiss the plaintiff’s writ for lack of in personam jurisdiction. The issues we face are whether the requirements of RSA 300:14, our long-arm statute, have been met and, if so, whether the defendant, a foreign corporation, has sufficient contacts with this State to enable the court to assert jurisdiction over it. For the reasons which follow, we hold that the defendant lacks sufficient contacts with this State to provide a basis for the court to assert jurisdiction, and therefore reverse.

The plaintiff, Weld Power Industries, Inc., sets out four counts against the defendant in the declaration to its writ, all grounded on the same alleged contractual agreement. Because the defendant is a foreign corporation having no registered agent in the State for receipt of process, the plaintiff’s writ was served upon the New Hampshire Secretary of State on November 24, 1981, pursuant to RSA 300:14. Appearing specially, the defendant filed a motion to dismiss the plaintiff’s writ for lack of in personam jurisdiction. The court, making no specific findings, denied the defendant’s motion and noted its exception.

In ruling on a motion to dismiss, all facts properly pleaded by the plaintiff are deemed true, and all reasonable inferences derived therefrom are construed most favorably to the plaintiff. Lawton v. Great Southwest Fire Ins. Co., 118 N.H. 607, 610, 392 A.2d 576, 578 (1978); Bell v. Pike, 53 N.H. 473, 475 (1873).

Nonetheless, the plaintiff retains the “burden of demonstrating sufficient facts to satisfy the statutory requirements regarding in personam jurisdiction.” Kibby v. Anthony Industries, Inc., 123 N.H. 272, 274, 459 A.2d 292, 293-94 (1983). The defendant raised the issue of the court’s jurisdiction by way of its motion to dismiss and thus put the plaintiff to its burden. The defendant’s motion was supported by an affidavit of its chairman of the board. The plaintiff filed no counter-affidavit. Consequently, where the defendant’s affidavit sets out uncontradicted facts, those facts must be taken as true.

[124]*124Of jurisdictional significance, the plaintiff’s declaration merely alleges that a contract for the sale of goods existed between the parties; that the defendant breached that contract by making a nonconforming tender of the goods; that the plaintiff justifiably made no payment for the goods; but that the defendant nevertheless improperly drew upon a letter of credit that the plaintiff had caused to be issued for the benefit of the defendant, all to the damage of the plaintiff.

The affidavit of the defendant’s chairman, accompanying the motion to dismiss, sets forth the following facts. The defendant has no agent in New Hampshire, has spent no funds for advertising specifically directed at New Hampshire companies, and is not registered with the New Hampshire Secretary of State as a foreign corporation doing business within the State. The defendant’s chairman goes on to state that the defendant does not do business in New Hampshire, does not solicit business in New Hampshire, and did not solicit business from the plaintiff, the contract at issue having been initiated through an intermediary which had had dealings with the parties individually in the past.

With respect to the contract at issue, the affidavit continues by stating that the defendant agreed to sell the plaintiff certain capacitors upon the following terms: the sale would be f.o.b. Escondido, California; the sale would be consummated by letter of credit obtained through a Boston bank; and the sale would be governed by California law.

The plaintiff contends that the facts, as alleged, demonstrate that the defendant did purposefully enter into a contract with a domestic corporation which required partial performance in New Hampshire. The plaintiff points to RSA 300:14, which provides that “[i]f a foreign corporation makes a contract to be performed in whole or in part by either party in New Hampshire,” the foreign corporation will be deemed to have done business in the State and thereby agreed to have the Secretary of State as its agent upon whom process may be served in connection with any litigation arising out of that contract. Id. The plaintiff maintains that its own acceptance constituted the contemplated partial performance in New Hampshire. It concludes from this that the superior court’s application of RSA 300:14 was correct and permissible under the federal constitution, since the defendant had the requisite “minimum contacts” with the State. See International Shoe Co. v. Washington, 326 U.S. 310, 316 (1945).

The performance of any part of a contract in New Hampshire by either the domestic or the foreign party renders RSA [125]*125300:14 applicable to the foreign corporation. Town of Haverhill v. City Bank and Trust Co., 119 N.H. 409, 411, 402 A.2d 185, 187 (1979). In Cove-Craft Industries v. B. L. Armstrong Co. Ltd., 120 N.H. 195, 199, 412 A.2d 1028, 1031 (1980), we held that a foreign corporation which arranged for shipment of goods to the New Hampshire purchaser “F.O.B. the [seller’s] Mill” came within the statute, based on the expectation that the goods would arrive in New Hampshire and on the plaintiff-purchaser’s obligations in New Hampshire to accept the goods and to pay for them. We find the rationale expressed in Cove-Craft to be apposite and hold that the activities of the parties in relation to the contract in question render RSA 300:14 applicable to the defendant.

Having determined that the contract in question brings the defendant within the purview of our long-arm statute, we must now determine whether subjecting the defendant to jurisdiction comports with federal constitutional due process. See Tavoularis v. Warner, 123 N.H. 423, 426, 462 A.2d 110, 112 (1983).

In order to subject a defendant to a personal judgment, the defendant must have certain “minimum contacts” with the forum State “such that the maintenance of the suit does not offend ‘traditional notions of fair play and substantial justice.’ ” International Shoe Co. v. Washington, 326 U.S. at 316 (citation omitted). In determining whether a nonresident has the required “minimum contacts” with a State, the “essential criterion in all cases is whether the ‘quality and nature’ of the defendant’s activity is such that it is ‘reasonable’ and ‘fair’ to require him to conduct his defense in [this] State.” Kulko v. California Superior Court, 436 U.S. 84, 92 (1978). See also, World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 292 (1980).

“The unilateral activity of those who claim some relationship with a nonresident defendant cannot satisfy the requirement of contact with the forum State.”

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Vermont Wholesale Building Products, Inc. v. J.W. Jones Lumber Co.
914 A.2d 818 (Supreme Court of New Hampshire, 2006)
Brother Records, Inc. v. HarperCollins Publishers
682 A.2d 714 (Supreme Court of New Hampshire, 1996)
Lavoie v. Town of Hudson
740 F. Supp. 88 (D. New Hampshire, 1990)
Concord Labs, Inc. v. Ballard Medical Products
701 F. Supp. 272 (D. New Hampshire, 1988)
Velcro Group Corp. v. Billarant
692 F. Supp. 1443 (D. New Hampshire, 1988)
Britton v. Cann
682 F. Supp. 110 (D. New Hampshire, 1988)
Phelps v. Kingston
536 A.2d 740 (Supreme Court of New Hampshire, 1987)
Jay Edwards, Inc. v. Baker
534 A.2d 706 (Supreme Court of New Hampshire, 1987)
Altshuler Genealogical Service v. Farris
508 A.2d 1091 (Supreme Court of New Hampshire, 1986)
Bagley v. Controlled Environment Corp.
503 A.2d 823 (Supreme Court of New Hampshire, 1986)
Ben's Marine Sales v. Sleek Craft Boats
502 A.2d 808 (Supreme Court of Rhode Island, 1985)
Mountain Springs Water Co. v. Mountain Lakes Village District
489 A.2d 647 (Supreme Court of New Hampshire, 1985)
Hartman v. Town of Hooksett
480 A.2d 12 (Supreme Court of New Hampshire, 1984)
Dancart Corp. v. St. Albans Rubber Co.
474 A.2d 1020 (Supreme Court of New Hampshire, 1984)
Computac, Inc. v. Dixie News Co.
469 A.2d 1345 (Supreme Court of New Hampshire, 1983)
Plante v. Engel
469 A.2d 1299 (Supreme Court of New Hampshire, 1983)

Cite This Page — Counsel Stack

Bluebook (online)
467 A.2d 568, 124 N.H. 121, 1983 N.H. LEXIS 366, Counsel Stack Legal Research, https://law.counselstack.com/opinion/weld-power-industries-inc-v-csi-technologies-inc-nh-1983.