United States District Court, D. Colorado
Raymond P. Moore Judge
a diversity matter alleging breach of contract and related
recovery theories. Before the Court is Deco Lightning,
Inc.'s motion to dismiss for lack of personal
jurisdiction or transfer venue to the Central District of
California (Motion, ECF No. 8; Reply, ECF No. 13), to which
Arrow Electronics, Inc. responded (Response, ECF No. 9). The
Court referred the Motion to Magistrate Judge Kristen Mix,
who recommended that it be denied in full. (Recommendation,
ECF No. 29.) Deco timely objected (Objection, ECF No. 30) and
Arrow responded. (Objection Response, ECF No. 34.)
Objection does not debate the facts or overarching legal
principles as set out by the magistrate judge. Instead, Deco
objects that the Recommendation (1) improperly viewed Arrows
alleged Colorado injury as “arising from”
Deco's omissions in California in finding personal
jurisdiction; and (2) misapprehended the relative weight to
be afforded each factor under venue-transfer analysis. The
Court disagrees and affirms the Recommendation.
Recommendation pulled the following facts from the Complaint
and attachments. (ECF No. 1.) Arrow is a New York Corporation
with its principal place of business in Colorado. (Compl.
¶ 6.) It is a global provider of products, services, and
solutions to industrial and commercial users of electronic
products, components, and enterprise computing solutions.
(Id. ¶ 12.) Deco is a California company
organized and existing under the laws of California and has
its principal place of business there. (Id. ¶
7.) The parties entered into a Logistic Services Agreement
(the “Agreement”) dated February 15, 2016.
(Id. ¶ 1.)
the Agreement, Deco appointed Arrow to provide logistic
services in support of Deco's business of manufacturing
and distributing various lighting products
(“Products”). (Id. ¶ 2.) Deco
ordered the Products; Arrow then acquired them and
facilitated their movement from Chinese factories to
Deco's customers. (Id. ¶ 3.) The Agreement
required Arrow to pay for and acquire title to the Products
Deco ordered. (Agreement ¶¶ 10, 13, ECF No. 1-1.)
Arrow would then arrange to deliver the Products from China
to its warehouse in Reno, Nevada via Los Angeles.
(Id. ¶¶ 1-2, 4, 13.) Arrow stored the
Products there until Deco requested Arrow to deliver them to
Deco's customers, at which point Arrow invoiced Deco in
accordance with the Agreement. (Id. ¶ 10.) Deco
agreed to pay Arrow for these logistics services no later
than ninety days from receipt of invoices. (Id.
¶¶ 7, 10.)
alleges that in 2017, Deco began to default on its obligation
under the Agreement to pay for products and services, and
Arrow refused to provide further services without advance
payment. (Compl. ¶ 35.) On February 27, 2018, Arrow
notified Deco of its overdue debt of approximately $5, 159,
000. (Id. ¶ 37.) Arrow further alleges that
despite Deco's obligations under the Agreement and notice
of the outstanding balance, Deco has refused to pay for and
take delivery of the Products. (Id. ¶ 47.)
result, Arrow commenced this action on May 8, 2018, asserting
claims sounding in breach of contract (Id.
¶¶ 42-52), promissory estoppel (Id.
¶¶ 53-59), and unjust enrichment (Id.
¶¶ 60-66). Arrow asks the Court for damages, plus
applicable fees, costs, and statutory interest (or
restitution). (Id. ¶ 67.) In response, Deco
filed the Motion, which seeks dismissal for lack of personal
jurisdiction pursuant to Fed.R.Civ.P. 12(b)(2) or, in the
alternative, to transfer venue to the Central District of
California pursuant to Fed.R.Civ.P. 12(b)(3).
there is some suggestion by Arrow to the contrary, the Court
reviews the Recommendation de novo. Fed.R.Civ.P.
72(b)(3). Arrow correctly notes that where a party fails to
make sufficiently specific objections-or where it raises new
theories in those objections-the same may be waived. See
Summers v. State of Utah, 927 F.2d 1165, 1167 (10th Cir.
1991) (“In the absence of timely objection, the
district court may review a magistrate's report under any
standard it deems appropriate.”). Arrow insinuates, in
several places, that Deco has pushed forth novel arguments in
the Objection which the Court should not entertain. (See,
e.g., Objection Response at 16 (noting the presence of a
“separate, broad argument, offered now” that the
magistrate judge improperly elevated a single consideration
over the others).) The Court does not agree that treating
Deco's Objection arguments as novel is appropriate under
the circumstances. Viewed as a whole, the Objections do not
provide fresh legal or factual theories so much as they ask
this Court to re-evaluate, reassign, and shift the weight the
magistrate judge assigned to the relevant legal
considerations-an argument it was impossible for Deco to make
before having the benefit of reading and considering the
Recommendation. Therefore, the Court examines the
Recommendation de novo.
The Court has personal jurisdiction over Deco.
Recommendation provided a correct summary of the legal
hurdles a plaintiff must overcome for the Court to have
personal jurisdiction over a defendant. (Recommendation at 4-
5.) Colorado's long-arm statute requirements must be met:
Under it, exercise of personal jurisdiction is appropriate
“to the fullest extent permitted by the [D]ue [P]rocess
[C]lause of the United States Constitution, ” Mr.
Steak, Inc. v. Dist. Court In & For Second Judicial
Dist., 574 P.2d 95, 96 (Colo. 1978), which demands that
a defendant must have “certain minimum contacts with
[the forum] such that the maintenance of the suit does not
offend traditional notions of fair play and substantial
justice.” Int'l Shoe Co. v. Washington,
326 U.S. 310, 316 (1945) (internal quotation omitted). The
“minimum contacts” standard is usually met in
terms of “general” or “specific”
jurisdiction. See, e.g., Goodyear Dunlop Tires
Operations, S.A. v. Brown, 564 U.S. 915 (U.S. 2011).
parties and the magistrate judge agree that Arrow is not
invoking general personal jurisdiction. (See
Recommendation at 6, 8; Objection at 7; Response at 5 n.3.) A
court may assert specific jurisdiction over a
nonresident defendant “if the defendant has
‘purposefully directed' his activities at residents
of the forum, and the litigation results from alleged
injuries that ‘arise out of or relate to' those
activities.” OMI Holdings, Inc. v. Royal Ins. Co.
of Canada, 149 F.3d 1086, 1090-91 (10th Cir. 1998)
(quoting Burger King Corp. v. Rudzewicz, 471 U.S.
This “‘purposeful availment' requirement
ensures that a defendant will not be haled into a
jurisdiction solely as a result of ‘random,'
‘fortuitous,' or ‘attenuated' contacts,
or of the ‘unilateral activity of another party or a
third person[, but] where the contacts proximately result
from actions by the defendant himself that create a
‘substantial connection' with the forum
State.” Burger King Corp, 471 U.S. at 475
(quoting Keeton v. Hustler Magazine, Inc., 465 U.S.
770, 774 ...