Opinion
No. C1-96-2368.
Filed July 8, 1997.
Appeal from the District Court, Ramsey County, File No. 62-C5-96-1834.
Steven E. Rau, Paul M. Floyd, Rau Floyd, P.L.L.P., (for Respondent).
Gerald L. Svoboda, Richard G. Jensen, Fabyanski, Svoboda, Westra Hart, P.A., (for Appellant).
Shepard Lane, (for Appellant).
This opinion will be unpublished and may not be cited except as provided by Minn. Stat. § 480A.08, subd. 3 (1996).
UNPUBLISHED OPINION
Appellant Columbia Laboratories, Inc. challenges the district court's denial of its motion to dismiss for lack of personal jurisdiction and forum non conveniens. We affirm.
FACTS
Respondent Minnesota Mining and Manufacturing Company (3M) commenced a collection action against appellant Columbia Laboratories, Inc. (Columbia) to recover monies allegedly due under a contract binding the parties' foreign subsidiaries in France, Laboratories 3M Santé (3M Santé) and Columbia Laboratories France (SARL).
Columbia is a wholesale pharmaceutical business incorporated in Delaware with its principal place of business in Florida. Columbia is traded publicly on the American Stock Exchange and has branch facilities in France and New York. Columbia's principal objective is "[t]o develop on a worldwide basis a portfolio of women's prescription and over-the-counter products, including those which prevent sexually transmitted diseases." Advertisements for Columbia's products appear regularly in magazines with national circulation such as Readers Digest , Modern Maturity , Prevention , and Walking Magazine . Columbia has invested heavily in a drug known as Tamoxifen.
The contract that gave rise to this litigation involves a foreseeability study conducted by 3M Santé and SARL. The study involves 3M's Transmucosal Delivery (TMD) (a vaginal bioadhesive product) and Columbia's drug Tamoxifen. The record indicates that the principal individuals involved in negotiating the contract were representatives from 3M's St. Paul, Minnesota headquarters and Mr. William Bologna, Columbia's Chairman of the Board of Directors, who resided in New York and worked at his Florida headquarters.
Although 3M's and Columbia's French subsidiaries were involved in the actual performance of the contract, the contract originated and was drafted in St. Paul, Minnesota, was written completely in English, and provided for payment in United States currency. 3M regularly sent bills for the TMD Study Contract from its St. Paul headquarters to Columbia's headquarters in Florida. In December 1994, Columbia directed correspondence, which acknowledged its delinquency under the terms of the contract, to 3M's St. Paul headquarters. 3M brought a claim against Columbia, alleging breach of contract, promissory estoppel, and unjust enrichment.
Columbia moved the district court to dismiss 3M's complaint without prejudice on the basis forum non conveniens and lack of personal jurisdiction. Columbia alleged that France was the proper venue to litigate this action because the contract was negotiated and performed entirely in France by representatives from 3M Santé and SARL. The district court denied Columbia's motion to dismiss, stating that 3M provided the court with more than sufficient basis to satisfy the criteria necessary for the court to exercise personal jurisdiction over Columbia.
DECISION I. Personal Jurisdiction
The question of personal jurisdiction is an issue of law, which this court reviews de novo. Stanek v. A.P.I., Inc. , 474 N.W.2d 823, 832 (Minn.App. 1990), review denied (Minn. Oct. 31, 1991), cert. denied 503 U.S. 977, 112 S.Ct. 1603 (1992). When a defendant challenges jurisdiction, the plaintiff bears the burden of proof to establish the minimum contacts necessary to satisfy due process. Hardrives, Inc. v. City of LaCrosse, Wisconsin , 307 Minn. 290, 293, 240 N.W.2d 814, 816 (1976). At the pretrial stage, however, this court treats as true all factual allegations regarding sufficient Minnesota-related activities set forth in the plaintiff's complaint and supporting evidence. Id.
Minnesota's long-arm statute provides for jurisdiction over nonresidents who transact business within Minnesota. Minn. Stat. § 543.19, subds. 1, 3 (1994). The supreme court has interpreted this statute to place no barriers upon personal jurisdiction beyond those imposed by the Due Process Clause of the Fourteenth Amendment to the U.S. Constitution. Valspar Corp. v. Lukken Color Corp. , 495 N.W.2d 408, 411 (Minn. 1992); Marquette Nat'l Bank v. Norris , 270 N.W.2d 290, 294 (Minn. 1978). Thus, if the federal due process requirements for personal jurisdiction are met, the long-arm statute is necessarily satisfied. Valspar , 495 N.W.2d at 411; see also Mid-Continent Freight Lines, Inc. v. Highway Trailer Indus., Inc. , 291 Minn. 251, 254, 190 N.W.2d 670, 673 (1971) (noting the purpose of the long-arm statute is to protect Minnesota resident plaintiffs).
"Due process requires that a defendant have minimum contacts with a jurisdiction before being required to defend against a lawsuit in that jurisdiction." Rostad v. On-Deck, Inc. , 372 N.W.2d 717, 719 (Minn. 1985) (citing International Shoe Co. v. Washington , 326 U.S. 310, 316, 66 S.Ct. 154, 158 (1945)), cert. denied , 474 U.S. 1006, 106 S.Ct. 528 (1985). In order to establish minimum contacts, the defendant must have "purposefully availed itself of the privilege of conducting activities within the jurisdiction." Id. (citing Hanson v. Denckla , 357 U.S. 235, 253, 78 S.Ct. 1228, 1239 (1958)). Additionally, the cause of action must arise out of or be related to the defendant's contact with the forum. National City Bank of Minneapolis v. Ceresota Mill Ltd. Partnership , 488 N.W.2d 248, 252 (Minn. 1992) (citing Helecopteros Nacionales de Colombia, S.A. v. Hall , 466 U.S. 408, 414 n. 8, 104 S.Ct. 1868, 1872 n. 8 (1984)). Finally, in close cases, courts should lean toward finding jurisdiction. Id.
Minnesota has adopted a five-factor test to determine whether a nonresident defendant has sufficient contacts with this state to allow Minnesota courts to exert personal jurisdiction over the defendant. Id. The factors that should be considered are: (1) the quantity of the defendant's contacts with Minnesota; (2) the nature and quality of the contacts; (3) the source and connection of the cause of action with the contacts; (4) Minnesota's interest in providing a forum; and (5) the convenience of the parties. Id. at 252-53. The first three factors are of greatest importance. Dent-Air, Inc. v. Beech Mountain Air Serv., Inc. , 332 N.W.2d 904, 907 (Minn. 1983).
A. Quantity of Contacts
Columbia has continuously and intentionally done business in Minnesota since 1990. Columbia's sales in Minnesota ranged between $50,372 in 1994 to $92,642 in 1995. The average price of each product is only $13, therefore, Columbia's sales ranged between approximately 3,874 units in 1994 to 7,126 units in 1995. Columbia ships products to 17 different Minnesota locations, some of which are distribution centers for other Minnesota points of sale. Additionally, Columbia's chairman of the board frequently communicated by telephone and mail with Minnesota resident plaintiff 3M. Columbia's chairman negotiated the contract terms by telephone with a 3M manager who was at 3M's headquarters in Minnesota. Columbia mailed contract payments to 3M in Minnesota. See Burger King Corp. v. Rudzewicz , 471 U.S. 462, 479-80, 105 S.Ct. 2174, 2181 (1985) (finding sufficient contacts where defendant communicated frequently by telephone and mail with resident plaintiff, sent payments by mail, negotiated terms of agreement by phone, and plaintiff's business partner made one trip to forum state).
B. Nature and Quality of Contacts
There is no doubt that Columbia "purposefully directed" its activities toward the state. Documents produced by Columbia in the course of the limited jurisdictional discovery show that Columbia's independent sales representative until 1993, United Sales, was a Minnesota entity. United Sales represented Columbia in Minnesota and in other surrounding states. An important factor is whether the defendant's conduct and connection with the forum state was such that he should have " `reasonably anticipate[ d] being haled into court there.'" Kreisler Mfg. Corp. v. Homstad Goldsmith, Inc. , 322 N.W.2d 567, 571 (Minn. 1982) (quoting World-Wide Volkswagen Corp. v. Woodson , 444 U.S. 286, 297, 100 S.Ct. 559, 567 (1980)) (emphasis in Kreisler ). A test that is often used is whether the defendant had " fair warning of being sued in the forum state." Real Properties, Inc. v. Mission Ins. Co. , 427 N.W.2d 665, 668 (Minn. 1988) (quoting Burger King , 471 U.S. at 472, 105 S.Ct. at 2181). To determine whether a defendant had "fair warning," the question is whether it "purposefully directed" its activities at the forum state. Id. (quoting Keeton v. Hustler Magazine, Inc. , 465 U.S. 770, 774, 104 S.Ct. 1473, 1478 (1984)).
Columbia's chairman deliberately negotiated with a manager at 3M's headquarters in St. Paul, Minnesota. Columbia availed itself of the privilege of conducting business in Minnesota. See Burger King , 471 U.S. at 467, 105 S.Ct. at 2179 (noting defendant's deliberate negotiations with resident company). Additionally, it was Columbia's chairman who sent a letter to 3M's manager in St. Paul, Minnesota, acknowledging Columbia's "desire to develop a transmucosal drug delivery system for tamoxifen utilizing the proprietary technology of 3M."
Further, Columbia advertises in national publications knowing that the publications will be distributed in Minnesota. Columbia has contracted on a long-term basis with at least three corporations with headquarters in Minnesota (United Sales, Richco Sales, Inc., and 3M). Columbia has sent and received checks to and from Minnesota. See State by Humphrey v. Columbia Pac. Univ. , 357 N.W.2d 359, 361-62 (Minn.App. 1985), review denied (Minn., Feb. 15, 1985) (holding that sufficient minimum contacts existed when a nonresident university: advertised in national publications that it knew would be distributed in Minnesota; entered into contracts with Minnesota residents; communicated with Minnesota residents about those contacts on a regular basis; and sent and received checks to and from Minnesota). In sum, there is no question but that the nature and quality of Columbia's contacts with Minnesota would support the exercise of jurisdiction.
C. Source and Connection of the Cause of Action with the Contacts
The source of 3M's cause of action was allegedly an unambiguous contract, drafted in Minnesota and negotiated by telephone with 3M's headquarters in Minnesota. The parties entered into a contract to achieve a common goal of jointly manufacturing and marketing a product on a world-wide basis. If a business problem were to arise in the contract, Columbia would turn to the manager at 3M's headquarters in Minnesota. Common business practice would suggest that because Columbia received the benefits of conducting business in Minnesota, it would be reasonable that Columbia considered itself to be subject to the laws of Minnesota. Columbia knew, or should have known, that its contacts with Minnesota would likely subject it to personal jurisdiction in Minnesota.
D. Minnesota's Interest in Providing a Forum
Columbia argues that since the actual work specified in the contract is being completed in another country, Minnesota does not have a significant interest in providing a forum. While this argument has merit, Minnesota still has a significant interest in the underlying transaction itself. Minnesota's long-arm statute was enacted for the protection of Minnesota residents. 3M's substantive and procedural rights would be significantly different if this matter were litigated in another forum. See National City Bank , 488 N.W.2d at 253 (noting the state's strong interest in seeing that resident businesses can enforce their contracts). E. Convenience of the Parties 3M has stated that nearly all of the people it will call for trial currently work at its headquarters in St. Paul, Minnesota. Additionally, 3M has stated that it will make all 3M employees available if Columbia wishes to call them at trial. While Columbia argues that jurisdiction in Minnesota is inconvenient, that argument is insignificant because: (1) many of Columbia's personnel reside in the United States, and (2) regardless of whether the trial is in Minnesota, Florida, New York, or even France, Columbia would still be required to transport the relevant employees from their various locations to the site of the trial. With respect to Columbia's convenience, Minnesota is as convenient as any other forum.
Looking at all five factors, we hold that Columbia is subject to personal jurisdiction in Minnesota. Four of the five factors are clearly satisfied, including the three most important ones: quantity of contacts, nature and quality of contacts, and source and connection of the cause of action with the contacts. As a result, this court is satisfied that it is fair to require Columbia to submit to jurisdiction of this state.
II. Forum Non Conveniens
When the exercise of personal jurisdiction imposes a hardship that does not rise to the level of a due process violation, dismissal on the basis of forum non conveniens may be an appropriate remedy. The remedy is an equitable one, however, and this court reviews the district court's determination only for an abuse of discretion. Rykoff-Sexton, Inc. v. American Appraisal Assocs., Inc. , 469 N.W.2d 88, 91 (Minn. 1991).
The district court found that because the 3M employees involved and the documents relating to the negotiations of the contract and its ensuing performance are located in Minnesota, and, because of deference due the plaintiff's choice of forum, the complaint should not be dismissed on the basis of forum non conveniens. See Bergquist v. Medtronic, Inc. , 379 N.W.2d 508, 511 (Minn. 1986) (stating that there is a strong presumption favoring a plaintiff's choice of forum). The important factors to be considered in analyzing the forum non conveniens issue are:
The relative ease of access to sources of proof; availability of compulsory process for attendance of unwilling, and the cost of obtaining attendance of willing, witnesses; possibility of view of premises, if view would be appropriate to the action; and all other practical problems that make trial of a case easy, expeditious and inexpensive. There may also be questions as to the enforceability of a judgment if one is obtained. The court will weigh relative advantages and obstacles to fair trial. It is often said that the plaintiff may not, by choice of an inconvenient forum, "vex," "harass," or "oppress" the defendant by inflicting upon him expense or trouble not necessary to his own right to pursue his remedy. But unless the balance is strongly in favor of the defendant, the plaintiff's choice of forum should rarely be disturbed. Hague v. Allstate Ins. Co. , 289 N.W.2d 43, 46 (Minn. 1978), affirmed , 449 U.S. 302, 101 S.Ct. 633 (quoting Gulf Oil Corp. v. Gilbert , 330 U.S. 501, 508, 67 S.Ct. 839, 843 (1947)) (emphasis added).
There is no showing that Columbia's witnesses would be unable to attend a trial in Minnesota, and most of 3M's witnesses are located in Minnesota. Additionally, 3M has agreed to make all its employees available to Columbia. In light of these facts, this court cannot say that the district court abused its discretion in finding the balance in favor of plaintiff 3M. Thus, the district court properly denied Columbia's motion to dismiss.