Opinion
No. FST CV 06 4008327 S
January 26, 2007
MEMORANDUM OF DECISION
On February 3, 2006, plaintiff, BCH America, Inc. ("BCH America"), filed a three-count complaint against the defendant, DEKO International Company, Ltd. Therein, the plaintiff alleges the following facts. The plaintiff is a chemical wholesale company incorporated in Delaware. Its principal place of business, however, is in Connecticut, and at all relevant times, plaintiff's actions occurred in Connecticut. The defendant is a foreign corporation, with its principal place of business in Missouri.
Plaintiff alleges the following. On January 6, 2004, defendant contacted the plaintiff by telephone regarding the purchase of ascorbic acid from plaintiff. In response to defendant's contact, plaintiff called an out-of-Connecticut supplier and determined that it could fill defendant's order. It then informed the defendant by telephone that it could sell defendant 10,000 kilograms of ascorbic acid at a price of $9.60 per kilogram. At that time, defendant stated that it would accept that amount at the quoted price. Consistent with the parties' prior course of dealing, defendant sent plaintiff's Connecticut office a "purchase order" via facsimile, and on the same date plaintiff accepted said order via a faxed confirmation (the document, Exhibit C, is headed "Sales Contract," although one will see, infra, that defendant calls this document a "proposed agreement"). Delivery was scheduled to occur in late February 2004. Defendant, however, never took delivery of or paid for the 10,000 kilograms of ascorbic acid. Plaintiff claims that it has incurred and will continue to incur the costs associated with storing and attempting to resell the ascorbic acid, as well as attorneys fees and costs.
The plaintiff alleges that, also pursuant to the parties' prior course of dealing, delivery was to occur ex warehouse, Port Newark, New Jersey.
The defendant has filed a motion to dismiss for lack of personal jurisdiction on the ground that it is a foreign corporation without sufficient contacts with Connecticut to satisfy either the applicable longarm statute or the due process clause of the fourteenth amendment of the United States Constitution.
"A motion to dismiss . . . properly attacks the jurisdiction of the court, essentially asserting that the plaintiff cannot as a matter of law and fact state a cause of action that should be heard by the court . . . A motion to dismiss tests, inter alia, whether, on the face of the record, the court is without jurisdiction." (Internal quotation marks omitted.) Cox v. Aiken, 278 Conn. 204, 210-11, 897 A.2d 71 (2006). "If a challenge to the court's personal jurisdiction is raised by a defendant either by a foreign corporation or by a nonresident individual, the plaintiff must bear the burden of proving the court's jurisdiction." Knipple v. Viking Communications, Ltd., 236 Conn. 602, 607, 674 A.2d 426 (1996). "When a . . . court decides a jurisdictional question raised by a pretrial motion to dismiss, it must consider the allegations of the complaint in their most favorable light." (Internal quotation marks omitted.) Cox v. Aiken, supra, 211. Thus, in general, "[t]he motion to dismiss . . . admits all facts which are well pleaded, invokes the existing record and must be decided upon that alone." (Internal quotation marks omitted.) Ferreira v. Pringle, 255 Conn. 330, 346, 766 A.2d 400 (2001).
Defendant's motion to dismiss contests the jurisdictional facts that plaintiff alleges in its complaint. "[W]hen a motion to dismiss for lack of personal jurisdiction raises a factual question which is not determinable from the face of the record, the burden of proof is on the plaintiff to present evidence which will establish jurisdiction." (Internal quotation marks omitted.) Reiner, Reiner Bendett, P.C. v. Cadle Co., 278 Conn. 92, 109, 897 A.2d 58 (2006).
"Where . . . the motion [to dismiss] is accompanied by supporting affidavits containing undisputed facts, the court may look to their content for determination of the jurisdictional issue and need not conclusively presume the validity of the allegations of the complaint." (Emphasis added; internal quotation marks omitted.) Ferreira v. Pringle, supra, 255 Conn. 346-47. On the other hand, "[w]here the facts necessary to determine jurisdiction are disputed, due process requires that a trial-like hearing be held, [at the request of either party] in which an opportunity is provided to present evidence and to cross-examine adverse witnesses." (Internal quotation marks omitted.) Knipple v. Viking Communications, Ltd, supra, 236 Conn. 608 n. 10. In the present case, the defendant attached to its motion the affidavit of Peter Guo, the president of the defendant corporation, in which Guo attests to facts that contradict those alleged by the plaintiff. Therefore, an evidentiary hearing should be available to either party, upon request. Because neither party has made such a request, this memorandum bases its holding on the evidence presently on the record and discusses whether the plaintiff has produced sufficient evidence to satisfy its burden of proving that personal jurisdiction is proper. See also Pitruzello v. Muro, 70 Conn.App. 309, 315, 798 A.2d 469 (2002) ("[o]nce the plaintiff's factual allegations [regarding personal jurisdiction] were disputed . . . the trial court could not avoid scrutiny of the plaintiff's affidavit to determine whether it could provide a sufficient basis for the court to assume in personam jurisdiction") (internal quotation marks omitted); Olson v. Accessory Controls Equipment Corp., 54 Conn.App. 506, 513, 735 A.2d 881 (1999), aff'd, 254 Conn. 145, 757 A.2d 14 (2000) (upholding trial court's reasoning that "because [the defendant] submitted `competing affidavits,' the plaintiff . . . would not be able to rely on the contradictory allegations in his complaint to establish jurisdiction"). Here, the plaintiff has submitted affidavits of its president, Derek Boot as well as documentation of the defendant's purchase order and the plaintiff's confirmation thereof.
Defendant argues that its contacts with Connecticut are insufficient to satisfy either the Connecticut longarm statute applicable to foreign corporations or the due process clause of the federal constitution. In particular, defendant argues that it is not registered to do business in Connecticut and "has no offices, facilities, employees, property, bank accounts, equipment, telephone numbers, or agents in Connecticut." Defendant also maintains that it has had only a "sporadic relationship" with plaintiff. Although defendant had purchased ascorbic acid from the plaintiff on three occasions in 2003, the defendant nonetheless emphasizes that it did not send any representatives to Connecticut to make such purchases, and none of the products purchased were received in Connecticut.
As to this purported contract, the defendant claims the following. In January 2004, it had telecopied a purchase order to plaintiff for ascorbic acid, in order to fulfill a request from defendant's customer in Florida. The next day, Peter Guo, defendant's president, called Dirk Boot, plaintiff's president, to determine whether and how quickly the order could be filled. Over the course of the following days, Boot told Guo that he [Boot] had not located any ascorbic acid to sell to defendant. The following week, defendant's customer cancelled its order with defendant. Guo then relayed the cancellation to Boot, who did not indicate at that time that there was any problem with the cancellation. More than a month later, Boot called Guo inquiring as to why defendant had not picked up the ascorbic acid in New Jersey. Guo reiterated that the order had been cancelled. Boot did not indicate at that time that he had thought there was a deal or that defendant was responsible for payment for the product.
The defendant therefore argues that the parties never entered into a binding agreement that would support personal jurisdiction. Defendant further asserts that it never received or countersigned what defendant calls the "proposed agreement," which the plaintiff allegedly sent to the defendant, and which is headed "Sales Contract." Even if had done so, the defendant argues, the "proposed agreement" added a new, material term regarding brand, see infra, and thus could not have functioned as a valid acceptance of the defendant's purchase order. In addition, defendant argues that no performance occurred in Connecticut for purposes of the longarm statute, because no valid contract ever existed. Finally, as to the constitutional requirements for personal jurisdiction, defendant argues that the plaintiff is attempting to "bootstrap" its own activities into acts of defendant, the purported eight-year business relationship being the result of the plaintiff's own purposeful reaching out to the defendant in Missouri.
The plaintiff counters that defendant has sufficient ties to Connecticut to warrant the court's exercise of personal jurisdiction in this case. Specifically, plaintiff claims that over the course of an eight-year business relationship with the defendant, plaintiff, as a buyer, placed approximately eighteen orders with defendant for food additives. Plaintiff reiterates that defendant billed plaintiff for those orders at plaintiff's Connecticut office, and the plaintiff paid defendant for each order by checks originating from its Connecticut office. In addition, plaintiff states that in 2003 and 2004, defendant placed orders to purchase with the plaintiff at the plaintiff's Connecticut office, plaintiff billed defendant for those orders from its Connecticut office, and defendant submitted payment to plaintiff's Connecticut office. With regard to the purported contract at issue, plaintiff maintains that defendant never contacted plaintiff to cancel the order.
According to plaintiff, therefore, the longarm statute is satisfied, because a valid contract was formed in Connecticut and, alternatively, because the contract was performed in Connecticut. As to the constitutional standard, plaintiff argues that contract formation within the state is sufficient although it also cites additional contacts, including but not limited to performance of the contract in Connecticut. Moreover, the plaintiff argues that the exercise of personal jurisdiction is appropriate in this case, because defendant reasonably should have anticipated being sued in Connecticut. Exercise of jurisdiction also is reasonable, according to plaintiff, because it would not unduly burden defendant, Connecticut has a strong interest in the resolution of such a case, and plaintiff has a strong interest in obtaining relief in the state where it maintains its principal place of business.
CONNECTICUT'S LONGARM STATUTE
"When a defendant files a motion to dismiss challenging the court's jurisdiction, a two part inquiry is required. The trial court must first decide whether the applicable state long-arm statute authorizes the assertion of jurisdiction over the [defendant]. If the statutory requirements [are] met, its second obligation [is] then to decide whether the exercise of jurisdiction over the [defendant] would violate constitutional principles of due process." (Internal quotation marks omitted.) Knipple v. Viking Communications, Ltd., supra, 236 Conn. 606. Under the first step of the personal jurisdiction analysis, therefore, "[a] foreign corporation may be haled into court in Connecticut only if a plaintiff alleges jurisdictional facts that, if proven, would satisfy one of the provisions of [the] longarm statute, General Statutes § 33-929(f)." Pitruzello v. Muro, supra, 70 Conn.App. 311.
Section 33-929(f) provides: "Every foreign corporation shall be subject to suit in this state, by a resident of this state or by a person having a usual place of business in this state, whether or not such foreign corporation is transacting or has transacted business in this state and whether or not it is engaged exclusively in interstate or foreign commerce, on any cause of action arising as follows: (1) Out of any contract made in this state or to be performed in this state; (2) out of any business solicited in this state by mail or otherwise if the corporation has repeatedly so solicited business, whether the orders or offers relating thereto were accepted within or without the state; (3) out of the production, manufacture or distribution of goods by such corporation with the reasonable expectation that such goods are to be used or consumed in this state and are so used or consumed, regardless of how or where the goods were produced, manufactured, marketed or sold or whether or not though the medium of independent contractors or dealers; or (4) out of tortious conduct in this state, whether arising out of repeated activity or single acts, and whether arising out of misfeasance or nonfeasance."
Section 33-929(f)(1) authorizes the court to exercise jurisdiction over a foreign corporation on the basis of "any contract made in this state or to be performed in this state." The defendant, however, contends that it is not subject to the corporate longarm statute, because plaintiff cannot satisfy the initial § 33-929(f)(1) burden of establishing that a valid contract existed. Indeed, "[i]n determining whether personal jurisdiction is proper pursuant to § 33-929(f)(1), the plaintiff must initially establish prime facie that a contract existed . . ." Integrated Corporate Relations, Inc. v. Zoggle.com, Inc., Superior Court, judicial district of Fairfield, Docket No. CV 00376468 (December 11, 2000, Melville, J.). See also Gamlestaden PLC v. Lindholm, Superior Court, judicial district of Stamford-Norwalk at Stamford, Docket No. CV 93 0130058 (February 28, 1996, Karazin, J.); H. Lewis Packaging, LLC v. Spectrum Plastics, Inc., 296 F.Sup.2d 234, 239 (D.Conn. 2003); Chemical Trading, Inc. v. Manufacture de Produits Chimiques de Tournan, 870 F.Sup. 21, 23-24 (D.Conn. 1994); Bowman v. Grolsche Bierbronwerij B.V., 474 F.Sup. 725, 729 (D.Conn. 1979). Defendant, as noted, first states that it neither received nor countersigned what it refers to as plaintiff's "proposed agreement," which, it argues, was necessary to form a contract. The defendant further argues, also as noted, that even if it had received the "proposed agreement," that document could not have served as an acceptance of the defendant's purchase order, because it added a new, material term (regarding brand). Therefore, according to the defendant, the Proposed Agreement constituted the plaintiff's counteroffer, which defendant did not accept, and no valid contract came into existence as required to invoke § 33-929(f)(1).
Although the plaintiffs might have attempted to rely on § 33-929(f)(2), arguing that the defendant had solicited business in Connecticut through its contact with the plaintiff and other corporations, courts applying § 33-929(f)(2) have tended to focus on defendants' advertisements to potential customers or clients in the forum state or similar activities geared towards broadening the defendants' general consumer bases. See, e.g., Thomason v. Chemical Bank, 234 Conn. 281, 284-85, 661 A.2d 595 (1995) (reversing lower court's dismissal for lack of personal jurisdiction where defendant advertised its services in national publications distributed in Connecticut, as well as participated as mortgagee in substantial number of mortgage transactions in Connecticut, issued credit cards to substantial number of Connecticut residents and regularly sent Connecticut credit card customers statements that included advertisements for merchandise); Frazer v. McGowan, 198 Conn. 243, 251, 502 A.2d 905 (1986) ("solicitation" found for purposes of satisfying corporate longarm statute where "the record [revealed] that [the defendant hospital] took affirmative measures designed to attract Connecticut patients"); Pomazi v. Health Industries of America, 869 F.Sup. 102 (D.Conn. 1994) ("[p]laintiff has not established that [the defendant] solicited business in Connecticut . . . To the contrary, defendant's affidavit establishes that [the defendant] never advertised services or programs in any publication or medium reasonably expected to circulate in Connecticut." (Citations omitted; internal quotation marks omitted.). The Superior Court has taken the position that to use the service of process provisions that apply to foreign corporations; see General Statutes § 33-929(f)(2); "the plaintiff must show that the defendant repeatedly engaged in solicitation that directly targeted Connecticut customers." Antoine v. Syracuse University, Superior Court, judicial district of New Haven, Docket No. CV 03 0473601 (October 20, 2003, Arnold, J.). Furthermore, in Thomason v. Chemical Bank, supra, 298, the court characterized the defendant's activities as "affirmative measures designed to attract Connecticut customers . . ." (Internal quotation marks omitted.) Although the plaintiff in the present case alleges that the defendant has reached out to the plaintiff in prior transactions, as well as in the transaction at issue in this case, the Appellate Court reasoned in Pitruzello that "[e]ven if the plaintiff were to have alleged, with specificity, how the defendant initiated contacts with himself and the underlying plaintiffs, he has not sufficiently alleged that the defendant repeatedly solicited in this state." (Emphasis in original.) Pitruzello v. Muro, supra, CT Page 1764 70 Conn.App. 320. In Pitruzello, the court held that the plaintiff did not sufficiently demonstrate "solicitation" where it alleged that the defendant had solicited custodial business with approximately twenty Connecticut clients. In the present case, the plaintiff does not allege facts that would suggest solicitation even on the level of Pitruzello. In light of these cases, therefore, the plaintiff probably should not be able to assert personal jurisdiction over the defendant on the basis of § 33-929(f)(2).
The defendant's arguments and competing affidavits are unavailing, however, because an examination of the facts which are not in dispute supports the court's exercise of personal jurisdiction over the defendant pursuant to § 33-929(f)(1). See Knipple v. Viking Communications, Ltd., supra, 236 Conn. 608 (noting that the Supreme Court "has previously considered the undisputed factual allegations in the complaint as well as the undisputed factual allegations in the various affidavits when adjudicating the motion [to dismiss] where no evidentiary hearing has been held"). In the present case, defendant confirms plaintiff's allegation that defendant contacted plaintiff by telephone on January 6, 2004, to inquire as to whether plaintiff could procure ascorbic acid to sell to defendant. Although the parties offer contradictory versions of plaintiff's response to defendant's inquiry, plaintiff alleges subsequent conduct, which if proven, would support a finding that a contract was formed. Specifically, plaintiff alleges that after receiving defendant's purchase order, plaintiff accepted the defendant's order via facsimile on January 6, 2004, the same date on which the defendant initially contacted the plaintiff.
The plaintiff alleges and Boot attests that following the defendant's telephone inquiry, it contacted its supplier, determined that it could make the sale, and told the defendant as much over the telephone. The plaintiff further alleges that the defendant stated over the telephone that it would accept the stated amount of ascorbic acid at the stated price. According to the defendant and as Guo attests, however, the plaintiff never communicated to the defendant that the plaintiff in fact could make the sale. Instead, the defendant maintains that it repeatedly contacted the plaintiff, which told the defendant each time that it had not yet determined whether it could go forward with the sale. The defendant further alleges that before the plaintiff could make arrangements with its supplier, the defendant cancelled its order with the plaintiff.
"It is elementary that to create a contract there must be an unequivocal acceptance of an offer." Bridgeport Pipe Engineering Co. v. DeMatteo Construction Co., 159 Conn. 242, 246, 268 A.2d 391 (1970). Pursuant to General Statutes § 42a-2-206(1), which governs contracts for the sale of goods, "[u]nless otherwise unambiguously indicated by the language or circumstances . . . an offer to make a contract shall be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances . . ." According to its affidavit, plaintiff sent via facsimile a confirmation that it would fulfill defendant's purchase order. The defendant does not contend that it did not authorize an acceptance via facsimile or in the form of a confirmation notice. Moreover, this court previously has determined that "[a]n enforceable agreement may be created by a confirmation notice." Thornton Company, Inc. v. Pennsak, Inc., Superior Court, judicial district of New Britain, Docket No. CV 98 0490607 (November 20, 1998, Robinson, J.) ( 23 Conn. L. Rptr. 532, 534) (citing Silvilla v. Philips Medical Systems, 46 Conn.App. 699, 709, 700 A.2d 1179 (1997)). Therefore, this court is constrained to find that plaintiff's facsimile functioned as its acceptance of defendant's offer, which thus created an enforceable contract. The defendant's contention that it never received or countersigned plaintiff's confirmation does not change this result because as the Appellate Court has made clear, an "[a]cceptance is operative, if transmitted by means which the offeror has authorized, as soon as its transmission begins and it is put out of the offeree's possession . . . irrespective of whether or when it is received by the offeror." (Internal quotation marks omitted.) Brzezinek v. Covenant Ins. Co., 74 Conn.App. 1, 5, 810 A.2d 306 (2002), cert. denied, 262 Conn. 946, 815 A.2d 674 (2003). See also L.E. Wertheimer, Inc. v. Wehle-Hartford Co., 126 Conn. 30, 35, 9 A.2d 279 (1939) (same).
Nor can defendant prevail on its argument that plaintiff's January 6, 2004 facsimile was a counteroffer with a new, material term, rather than an acceptance. In particular, defendant points to plaintiff's brand specification, Habei Welcome. Defendant maintains that its purchase order contained no such specification, that it would not have accepted Habei Welcome ascorbic acid without conferring with its Florida customer and that it did not so confer. General Statutes § 42a-2-207(1) undermines the defendant's position, however, in stating: "A definite and seasonable expression of acceptance or a written confirmation which is sent within a reasonable time operates as an acceptance even though it states terms additional to or different from those offered or agreed upon, unless acceptance is expressly made conditional on assent to the additional or different terms." See also Saturn Construction v. U.S. Concrete Systems Corp., Superior Court, judicial district of Hartford, CV 91 0702238 (January 6, 1992, Schalle, J.) [ 5 Conn. L. Rptr. 394] ("[u]nder section [42a]2-207 [a definite and seasonable] expression of acceptance or written confirmation operates as an acceptance, notwithstanding the fact that the response is not a `mirror image' of the original, unless the expression of acceptance was `expressly made conditional on assent to the additional or different terms' "). The defendant does not assert, nor produce evidence to suggest, that plaintiff's facsimile confirmation was conditional on the defendant's acceptance of the brand specification. Therefore, the plaintiff's acceptance was effective upon its dispatch from Connecticut, despite its inclusion of an arguably additional term. But see Senco, Inc. v. Fox-Rich Textiles, Inc., 75 Conn.App. 442, 445, 816 A.2d 654 , cert. denied, 263 Conn. 916, 821 A.2d 770 (2003) (even in context of contract for sale of goods, "[t]o constitute an offer and acceptance sufficient to create an enforceable contract, each must be found to have been based on an identical understanding by the parties"); Bridgeport Pipe Engineering Co. v. DeMatteo Construction Co., supra, 159 Conn. 249 (same in construction context).
General Statutes § 42a-2-207(2) further provides, with regard to additional terms: "Between merchants such terms become part of the contract unless: (a) The offer expressly limits acceptance to the terms of the offer; (b) they materially alter it; or (c) notification of objection to them has already been given or is given within a reasonable time after notice of them is received."
Furthermore, for purposes of § 33-929(f)(1), this contract was made in Connecticut. "It is the general rule, followed in Connecticut, that a contract is considered made when and where the last thing is done which is necessary to create an effective agreement." Electric Regulator Corp. v. Sterling Extruder Corp., 280 F.Sup. 550, 555 (1968). See also Alfred M. Best Co., Inc. v. Goldstein, 124 Conn. 597, 602, 1 A.2d 140 (1938); Centennial Helicopters, Inc. v. Sterling Corp., Superior Court, judicial district of Middlesex, Docket No. CV 05 4002666 (November 22, 2005, Silbert, J.) ( 40 Conn. L. Rptr. 342). The plaintiff's confirmation, which originated from Connecticut, was the last thing necessary to create the contract presently at issue. This court has found that a contract was formed in Connecticut under similar circumstances. See Thornton Company, Inc. v. Pennsak, Inc., supra, 23 Conn. L. Rptr. 534 (section 33-929(f)(1) satisfied where defendant sent third party purchase order in Connecticut, and third party issued acceptance from Connecticut). Therefore, this court must find that a valid contract was formed in Connecticut and is sufficient to provide a basis for personal jurisdiction pursuant to § 33-929(f)(1).
This statement assumes the credibility of the defendant's claim that the plaintiff did not inform the defendant on January 6, 2004, that it could procure the ascorbic acid from its supplier. If, on the other hand, the plaintiff can prove that it did so inform the defendant over the telephone and that, in fact, the defendant indicated its assent to the sale at that time, then arguably the contract was formed by the plaintiff's oral acceptance of the defendant's purchase order. The subsequent facsimile confirmation only would have corroborated the parties' agreement. See Chemical Trading v. Manufacture de Produits, supra, 870 F.Sup. 23 ("[t]he confirmation did not effectuate an agreement, but rather verified one's existence"). If that were the case, the contract still would have been made in Connecticut for purposes of § 33-929(f)(1). See Pomazi v. Health Industries of America, 869 F.Sup. 102, 105 (D.Conn. 1994) ("[a] contract entered into over the telephone is created in the state in which the party accepts").
The contract also was, or was to be, performed in Connecticut within the meaning of § 33-929(f)(1). This court repeatedly has held that "[t]he phrase `to be performed in this state' does not require performance in this state by the party over whom jurisdiction is sought." Resource System Group, Inc. v. Internetcash Corp., Superior Court, judicial district of Stamford-Norwalk at Stamford, Docket No. CV 00 0181480 (June 12, 2001, Lewis, J.). Thus, although defendant notes that plaintiff does not allege that defendant's order for ascorbic acid was to be filled or delivered in Connecticut, or that the product at any time was to pass through the state, it is sufficient that plaintiff alleges that its own actions occurred entirely within Connecticut.
Resource System Group, Inc. v. Internetcash Corp. cited numerous cases in support of the proposition that the plaintiff's performance in Connecticut is sufficient for purposes of § 33-929(f)(1), including: Integrated Corporate Relations, Inc. v. Zoggle.com, Inc., supra, Superior Court, Docket No. CV 00376468; Gamlestaden PLC v. Lindholm, supra, Superior Court, Docket No. CV 93130058; Advanced Claims Service v. Franco Enterprises, Superior Court, judicial district of Fairfield, Docket No. CV 000374548 (October 13, 2000, Melville, J.); IDV North America v. Illva Saronno, S.P.A., Superior Court, judicial district of Hartford, Docket No. CV 99 058059 (September 9, 1999, Teller, J.); Thornton Co., Inc. v. Pennsak, Inc., supra, 23 Conn. L. Rptr 532; Merrick v. Sandair Nevada, Inc., Superior Court, judicial district of Fairfield, Docket No. CV 97345327 (April 7, 1998, Stodolink, J.) ( 21 Conn. L. Rptr. 600).
Thornton Company, Inc. v. Pennsak, Inc., supra, 23 Conn. L. Rptr. 532, presents analogous facts. There, the court found performance in Connecticut where the plaintiff located, purchased and tracked the goods from Connecticut, as well as issued an invoice from Connecticut. The court, therefore, rejected the defendant's argument that the contract was not performed in Connecticut merely because the goods never touched the state. Similarly, in the present case, plaintiff procured and arranged for delivery of the ascorbic acid from its Connecticut office. It is irrelevant for purposes of § 33-929(f)(1) that plaintiff secured a New Jersey supplier and that delivery also was scheduled to occur in New Jersey for ultimate use in Florida. Rather, it is sufficient that plaintiff itself performed its work in Connecticut. On this additional basis, the court must find that plaintiff has satisfied § 33-929(f)(1) and, thus, the first step in the personal jurisdiction analysis.
II CONSTITUTIONAL ANALYSIS
"Compliance with [the longarm] statute is necessary but not sufficient to establish personal jurisdiction. Even if the requirements of [the] statute are met, a plaintiff must also demonstrate that it would not violate constitutional norms of due process to assert personal jurisdiction over the defendant in this state." Pitruzello v. Muro, supra, 70 Conn.App. 311 n. 1. In International Shoe Co. v. Washington, 326 U.S. 310, 316, 66 S.Ct. 154, 90 L.Ed. 95 (1945), the United States Supreme Court established that "due process requires only that in order to subject a defendant to a judgment in personam, if he be not present within the territory of the forum, he have certain minimum contacts with it such that the maintenance of the suit does not offend traditional notions of fair play and substantial justice." Thus, this second step of the personal jurisdiction analysis requires a two-part inquiry.
First, "[i]n judging minimum contacts, a court properly focuses on the relationship among the defendant, the forum, and the litigation." (Internal quotation marks omitted.) Calder v. Jones, 465 U.S. 783, 788, 104 S.Ct. 1482, 79 L.Ed.2d 804 (1984). See also Thomason v. Chemical Bank, supra, 234 Conn. 288-89. "Whether sufficient minimum contacts exist for a court to have jurisdiction is clearly dependent on the facts of each particular case. Like any standard that requires a determination of reasonableness, the minimum contacts test of International Shoe is not susceptible of mechanical application; rather, the facts of each case must be weighed to determine whether the requisite affiliating circumstances are present." (Internal quotation marks omitted.) Standard Tallow Corp. v. Jowdy, 190 Conn. 48, 52, 459 A.2d 503 (1983). Furthermore, with respect to the minimum contacts analysis, "it is essential in each case that there be some act by which the defendant purposefully avails itself of the privilege of conducting activities within the forum State, thus invoking the benefits and protections of its laws." Hanson v. Denckla, 357 U.S. 235, 253, 78 S.Ct. 1228, 1239, 2 L.Ed.2d 1283 (1958). This requirement of purposeful availment "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." (Citations omitted; internal quotation marks omitted.) Burger King Corp. v. Rudzewicz, 471 U.S. 462, 475, 105 S.Ct. 2174, 85 L.Ed.2d. 528 (1985).
Moreover, "[e]ither `specific' jurisdiction or `general' jurisdiction can satisfy the constitutional requirement of sufficient minimum contacts between the defendant and the forum." Thomason v. Chemical Bank, supra, 234 Conn. 287-88. Specific jurisdiction exists "whenever the defendant has purposefully directed [its] activities at residents of the forum . . . and the litigation [has] result[ed] from alleged injuries that arise out of or relate to those activities . . ." (Citations omitted; internal quotation marks omitted.) Id., 288. On the other hand, where the court lacks specific jurisdiction over the defendant, its exercise of general jurisdiction is proper "if the defendant has had continuous and systematic general business contacts with the state." (Internal quotation marks omitted.) Id. In the present case, this court need not determine whether general jurisdiction exists, because plaintiff has pleaded sufficient facts to support the exercise of specific jurisdiction, which facts defendant has not adequately refuted.
In particular, defendant deliberately reached out to the plaintiff in Connecticut, seeking to purchase ascorbic acid. Having "manifestly . . . availed [itself] of the privilege of conducting business [here], and because [its] activities are shielded by the benefits and protections of the forum's laws it is presumptively not unreasonable to require [it] to submit to the burdens of litigation in [this] forum as well." (Internal quotation marks omitted.) Burger King Corp. v. Rudzewicz, supra, 471 U.S. 476. See also International Shoe Co. v. Washington, supra, 326 U.S. 319 ("to the extent that a corporation exercises the privilege of conducting activities within a state, it enjoys the benefits and protection of the laws of that state . . . [A] procedure which requires the corporation to respond to a suit brought to enforce [obligations arising from the exercise of such privileges] can, in most instances, hardly be said to be undue"). Furthermore, where there has been purposeful availment, "[j]urisdiction . . . may not be avoided merely because the defendant did not physically enter the forum State." (Emphasis in original.) Burger King Corp. v. Rudzewicz, supra, 476. Therefore, it is irrelevant that neither defendant nor any agent of defendant physically entered the state to conduct business.
The defendant nevertheless argues that it has insufficient contacts with Connecticut to merit the court's exercise of personal jurisdiction in this case. It maintains that it has only one customer in Connecticut, which it contacts by telephone from Missouri, and that its relationship with plaintiff has been "sporadic" during the several years leading up to the contract at issue. Concerning the purported agreement, defendant further minimizes its relationship with the plaintiff, characterizing it as consisting of "a limited number of facsimile transmissions and phone calls." Defendant, however, does not deny that it initiated contact with plaintiff in Connecticut for purposes of entering into a business transaction. Because, as discussed above, this contact resulted in an enforceable agreement between the parties, this transaction alone justifies the court's exercise of personal jurisdiction over the defendant. As the United States Supreme Court has held, "[s]o long as it creates a substantial connection with the forum, even a single act can support jurisdiction." (Internal quotation marks omitted.) Id., 475 n. 18.
In addition, Thornton Company, Inc., v. Pennsak, Inc., supra, 23 Conn. L. Rptr. 532, again provides analogous facts. There, in applying the minimum contacts analysis, the court found it critical that all of the plaintiff's activities took place in Connecticut and that the parties had engaged in substantially identical transactions nine times previously. The court also found it critical that the defendant knew from prior transactions that it was dealing with a Connecticut company, which would perform in Connecticut and that the defendant previously had sent payments and correspondence to Connecticut under their business agreements. Similarly, the plaintiff in the present case performed entirely in Connecticut, and the parties had engaged in similar transactions numerous times prior to entering into the contract at issue. In addition, because defendant had dealt with plaintiff before January 2004, it knew that plaintiff was a Connecticut company, which would perform in Connecticut. Finally, defendant does not dispute plaintiff's allegation that in the course of the parties' previous business dealings, defendant had invoiced and sent payments to the plaintiff's Connecticut office. Accordingly, plaintiff has alleged sufficient facts to support a finding that specific jurisdiction exists in the present case.
In the second part of the constitutional analysis, the court must determine whether exercise of personal jurisdiction "comports with traditional notions of fair play and substantial justice — that is, whether it is reasonable under the circumstances . . ." (Internal quotation marks omitted.) Panganiban v. Panganiban, 54 Conn.App. 634, 640, 736 A.2d 190, cert. denied, 251 Conn. 920, 742 A.2d 359 (1999). See also United States Trust Co. v. Bohart, 197 Conn. 34, 41-42, 495 A.2d 1034 (1985) (any exercise of jurisdiction must be reasonable and fair). " `Whether it is reasonable to exercise jurisdiction in a particular case depends on (1) the burden that the exercise of jurisdiction will impose on the defendant; (2) the interests of the forum state in adjudicating the case; (3) the plaintiff's interest in obtaining convenient and effective relief; (4) the interstate judicial system's interest in obtaining the most efficient resolution of the controversy; and (5) the shared interest of the states in furthering substantive social policies." (Internal quotation marks omitted.) Chaiken v. VV Publishing Corp., 119 F.3d 1018, 1028 (2d Cir. 1997), cert. denied, 522 U.S. 1149, 118 S.Ct. 1169, 140 L.Ed.2d 179 (1998). Although defendant argues that it is plaintiff's obligation to demonstrate that the exercise of personal jurisdiction would be fair, "where minimum contacts have been established the defendant `must present a compelling case that the presence of some other considerations would render jurisdiction unreasonable.' Burger King [Corp. v. Rudzewicz, supra, 471 U.S. 477]." Combustion Engineering, Inc. v. NEI International Combustion, Ltd, 798 F.Sup. 100, 106 (D.Conn. 1992).
The defendant does not present such compelling case. Instead, it relies on its assertions that it does not regularly conduct or solicit business in Connecticut and that, therefore, it should not reasonably be expected to be haled into court in the state. Notably, defendant does not argue that to defend a cause of action in Connecticut would be overly burdensome. Nor does the defendant contend that Connecticut does not have an interest in the outcome of the present case, that plaintiff is not entitled to convenient and efficient relief or that maintaining an action in Connecticut would not offer the most efficient resolution of this dispute or advance social policies. Thus, in light of the factors enumerated in Chaiken v. VV Publishing Corp., supra, 119 F.3d 1028, defendant has not sufficiently demonstrated that the court's exercise of personal jurisdiction over it would be unfair and unreasonable. The court finds that plaintiff has satisfied the second part of the constitutional inquiry. Thus plaintiff has satisfied its burden under the two-step personal jurisdiction analysis.
Motion to dismiss is denied.