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Interstate Restoration, LLC v. Wilson Associates

United States District Court, D. Colorado

March 17, 2014



MICHAEL J. WATANABE, Magistrate Judge.

This case is before this court pursuant to an Order Referring Case (Docket No. 6) issued by Judge Robert E. Blackburn on December 24, 2013.


This matter involves work performed by plaintiff Interstate Restoration, LLC on a New Jersey building owned by defendant Wilson Associates. The parties dispute whether an enforceable written contract exists between them. The disputed contract contains a forum selection clause and a consent to personal jurisdiction wherein the parties agree to arbitrate any disputes in Denver, Colorado. On August 30, 2013, defendant filed an action in New Jersey Superior Court seeking a declaratory judgment as to whether the parties had entered into a contract. Shortly thereafter, on November 18, 2013, plaintiff filed a Motion to Compel Arbitration (Docket No. 3) in Denver County District Court (since removed to this court). On November 22, 2013, the New Jersey court ruled on plaintiff's motion to stay to enforce the contract's arbitration clause. The court denied plaintiff's motion to stay and found that the parties had not entered into a written contract.


Now before the court for a report and recommendation is Defendant's Motion to Dismiss (Docket No. 7). The court has carefully considered the subject motion (Docket No. 7), plaintiff's response (Docket No. 14), and defendant's reply (Docket No. 15). In addition, the court has taken judicial notice of the court's file, and has considered the applicable Federal Rules of Civil Procedure and case law. The court now being fully informed makes the following findings of fact, conclusions of law, and recommendations.

In its Motion to Dismiss, defendant argues that this court does not have personal jurisdiction over it. "Jurisdiction to resolve cases on the merits requires... authority over the parties (personal jurisdiction), so that the court's decision will bind them." Gadlin v. Sybron Int'l Corp. , 222 F.3d 797, 799 (10th Cir. 2000) (quoting Ruhrgas AG v. Marathon Oil Co. , 526 U.S. 574, 577 (1999)). "In determining whether a federal court has personal jurisdiction over a defendant, the court must determine (1) whether the applicable statute potentially confers jurisdiction by authorizing service of process on the defendant and (2) whether the exercise of jurisdiction comports with due process." Trujillo v. Williams , 465 F.3d 1210, 1217 (10th Cir. 2006) (internal quotation marks and citation omitted).

The plaintiff bears the burden of establishing personal jurisdiction over defendants. See Dudnikov v. Chalk & Vermilion Fine Arts, Inc. , 514 F.3d 1063, 1069 (10th Cir. 2008) (citation omitted). "Where... there has been no evidentiary hearing, and the motion to dismiss for lack of jurisdiction is decided on the basis of affidavits and other written material, the plaintiff need only make a prima facie showing that jurisdiction exists." Wenz v. Memery Crystal , 55 F.3d 1503, 1505 (10th Cir. 1995) (citations omitted).


In Defendant's Motion to Dismiss (Docket No. 7), defendant argues that it does not have the minimum contacts within Colorado required to confer personal jurisdiction over it.

In a diversity action, a federal court has personal jurisdiction over a defendant if jurisdiction is consistent with the state's long-arm statute and if jurisdiction does not violate the due process clause of the Fourteenth Amendment. Benton v. Cameco Corp. , 375 F.3d 1070, 1074-75 (10th Cir. 2004). The Colorado long-arm statute, Colo. Rev. Stat. § 13-1-124, has been construed to extend jurisdiction to the full extent of the Constitution, so the jurisdictional analysis here reduces to a single inquiry of whether jurisdiction offends due process. See Pro Axess, Inc. v. Orlux Distrib., Inc. , 428 F.3d 1270, 1276 (10th Cir. 2005); Archangel Diamond Corp. v. Lukoil , 123 P.3d 1187, 1193 (Colo. 2005).

Personal jurisdiction comports with due process where a defendant has minimum contacts with the forum state and where those contacts are such that jurisdiction does not offend "traditional notions of fair play and substantial justice." Int'l Shoe Co. v. Wash. , 326 U.S. 310, 316 (1945).

In support of its motion, defendant relies on three affidavits attached to its motion: (1) an affidavit executed by John Hennessey (Docket No. 7-1), plaintiff's Project Director; (2) an affidavit executed by Robert Wilson (Docket No. 7-2), operator and manager of defendant; and (3) an affidavit executed by Merrill O'Brien (Docket No. 7-3), defendant's New Jersey counsel. The following facts support defendant's argument that it lacks the required minimum contacts with Colorado.

GPA Holdings, LLC ("GPA") is the sole member of 425 Gotham Parkway LLC ("425 Gotham"), a New Jersey limited liability company. Wilson Aff. at ¶ 1. 425 Gotham owns the subject building located at 425 Gotham Parkway, Carlstadt, New Jersey. Id . "Wilson Associates" is a trade name used by 425 Gotham. Id . GPA has three members, each of whom are domiciled in New Jersey. Id. at ¶ 3. 425 Gotham, GPA, and Wilson Associates (collectively "defendant" or "Wilson Associates") do not conduct any business in Colorado, do not own property in the state, and are not registered ...

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