Opinion
No. 99 C 3692
March 23, 2001
MEMORANDUM OPINION AND ORDER
Plaintiff Tri-Meats, Inc. (Tri-Meats) brings this diversity action against defendants NASL Corp. (NASL) and Joy-Lud Distributors International, Inc. (Joy-Lud) seeking to recover unpaid balances on several shipments of meat products. We entered default judgment against NASL several months ago, but Tri-Meats has been unable to obtain monetary satisfaction from that defendant. Tri-Meats therefore has switched tracks to pursue the debt from Joy-Lud on an agency theory. Joy-Lud now asks us to dismiss the complaint for lack of personal jurisdiction and failure to state a claim. For the reasons set forth below, we grant Joy-Lud's motion.
BACKGROUND
Tri-Meats is a wholesale meat seller based in Villa Park, Illinois. Sometime in early 1998 Tri-Meats began selling large volumes of frozen meat products to a New York based company called NASL. NASL would order the frozen meat from Tri-Meats, receive the goods at its storage facilities in Florida, and then ship the product to Russia for resale. Tri-Meats at first required immediate payment on delivery from NASL. As the business relationship developed, however, Tri-Meats agreed to sell to NASL on credit. NASL executed a form dated March 23, 1998 embodying the credit arrangement ("March 23 agreement") (Exh. E).' Under the auspices of this agreement Tri-Meats shipped goods to NASL on credit throughout the spring and summer of 1998.
While Tri-Meats provided NASL with frozen meat products, Joy-Lud provided NASL funds with which to buy those goods. Like NASL, Joy-Lud is a New York based company doing business with Russia. Joy-Lud's primary concern is the purchase and sale of oil, but its president, Tamir Sapir, is involved in a number of entities and engaged in a wide variety of operations. On June 11, 1998, Joy-Lud entered into a financing agreement with NASL and a third party named Prodintern ("June 11 agreement") (Exh. I). Under the terms of this contract Joy-Lud provided an $8 million line of credit to NASL to purchase meat products in the United States for resale in Russia. Joy-Lud charged a monthly interest rate of 3.25 per cent and required NASL to repay any utilized amount of credit within 60 days. Joy-Lud secured its loan by retaining title to the goods purchased on credit until NASL found buyers in Russia. Joy-Lud also protected its interests through the help of Surin Sandunian of Prodintern. Sandurian was knowledgeable about the Russian market for meat products and provided consulting services to Joy-Lud in connection with this [ending agreement.
All references are to the set of exhibits attached to Joy-Lud's reply brief.
In implementing the June 11 agreement, Joy-Lud did not advance loan funds to NASL but, rather, distributed the money directly to the wholesalers from whom NASL purchased meat products. The result of this practice was that Tri-Meats interacted with Joy-Lud to some extent in the course of its relationship with NASL. Specifically, from June through August 1998, Tri-Meats' experience with NASL and Joy-Lud was as follows: Jake Dinov, a sales representative of NASL, would call Anthony Mariotto, Tri-Meats' sales manager, to place an order for meat products; in response, Maniotto would arrange to ship the requested goods to NASL's facilities in Florida and would call Valentina Finkel, Joy-Lud's bookkeeper, to inform her of the price and terms he and Dinov had agreed upon; Maniotto would then draft an invoice for the order and send it to NASL and Joy-Lud in New York; and, finally, Tri-Meats would receive a wire transfer from Joy-Lud paying the balance stated on the invoice.
The parties engaged in this course of dealings without incident into late summer 1998. The Russian economy collapsed in August 1998. There is also evidence in the record suggesting a nefarious intent on the part of NASL (Sapir Dep. at 34-37). Whatever the reason, Tri-Meats ceased receiving payments from either NASL or Joy-Lud after August 28, 1998. Tri-Meats delivered two shipments of goods to NASL for which Tri-Meats was not paid. These shipments are reflected in invoices dated August 24, 1998 and October 6, 1998 (Exh. J), and are worth a total of approximately $250,000. In an attempt to salvage the debt Maniotto entered into negotiations with Dinov regarding the unpaid invoices. The two men agreed to restructure NASL's obligations to Tri-Meats. Their deal was formalized in a letter agreement dated October 2, 1998 ("October 2 agreement") and a supplemental agreement dated November 25, 1998 ("November 25 agreement") (Exh. G). Unfortunately for Tri-Meats, these agreements did not facilitate recovery of the debt. As of June 1, 1999, Tri-Meats was owed approximately $210,000 in principal plus interest on the two unpaid invoices.
On June 3, 1999, Tri-Meats filed this lawsuit against NASL and Joy-Lud seeking to recover the value of the unpaid shipments of meat to NASL. In October 1999, we entered default judgment against NASL and ordered it to pay Tri-Meats approximately $245,000 plus costs. NASL has not done so. Unable to collect from NASL, Tri-Meats has turned its focus to Joy-Lud. Tri-Meats alleges that the relationship between Joy-Lud and NASL was not merely one of lender and borrower. Rather, Tri-Meats claims that NASL was acting as Joy Lud's purchasing agent with regard to the frozen meat products bought from Tri-Meats and sold in Russia. Therefore, Tri-Meats seeks to hold Joy-Lud responsible for the debt owed by NASL.
Tri-Meats' amended complaint, filed on December 7, 1999, alleges three counts: complaint for goods sold and delivered (count 1), breach of contract (count II), and account stated (count III).
In response, Joy-Lud emphasizes that its relationship with NASL was that of lender/borrower and not principal/agent. Indeed, Joy-Lud states that it also lost money on its loans to NASL; according to Sapir, NASL owes Joy-Lud approximately $10 million in unpaid debt (Sapir Dep. at 42). Joy-Lud argues that Tri-Meats' claims fail because they are predicated on an agency relationship between Joy-Lud and NASL that simply did not exist. Since it was not NASL's principal, Joy-Lud argues, it cannot be held accountable for NASL's contacts in Illinois or its financial obligations to Tri-Meats. Accordingly, Joy-Lud seeks to dismiss Tri-Meats' complaint for lack of personal jurisdiction and failure to state a claim. We resolve Joy-Lud's motion on personal jurisdiction grounds.
Joy-Lud filed its motion to dismiss in September 1999. The parties have conducted discovery on certain matters related to Joy-Lud's motion over the past year and did not complete briefing on the motion until February 2001.
DISCUSSION
On a motion to dismiss the plaintiff bears the burden of demonstrating the prima facie existence of personal jurisdiction. RAR, Inc. v. Turner Diesel, Ltd., 107 F.3d 1272, 1276 (7th Cir. 1997). In determining whether personal jurisdiction exists, we may receive and consider affidavits and related evidence from both parties. Turnock v. Cope, 816 F.2d 332, 333 (7th Cir. 1987). We must resolve factual disputes in favor of the plaintiff, but take as true those facts that defendant offers that are unrefuted. Jamik, Inc. v. Days Inn of Mount Laurel, 74 F. Supp.2d 818, 821 (ND. Ill. 1999).
The personal jurisdiction question in this case depends on whether there was an agency relationship between Joy-Lud and NASL. Tri-Meats' theory is that NASL was acting as Joy-Lud's purchasing agent and therefore NASL's Illinois contacts are to be imputed to Joy-Lud. See 735 ILCS 5/2-209(a) (a non-resident can submit to Illinois jurisdiction through the acts of an agent); Wisconsin Electrical Mfa. Co. v. Pennant Products, Inc., 619 F.2d 676, 677-78 (7th Cir. 1980) (holding that personal jurisdiction can be established through an agent under the federal due process clause). Joy-Lud ripostes that it is not subject to personal jurisdiction in Illinois because it was not in a principal-agent relationship with NASL. The parties have conducted extensive discovery on the agency issue. They have deposed the major players on both sides, including Sapir and Mariotto, and also have collected documentary and affidavit evidence on the subject. We consider all of this information in resolving Joy-Lud's motion.
I. Actual Authority
An agency relationship can arise out of actual or apparent authority, and actual authority may be express or implied. Express authority exists when the principal explicitly grants an agent the authority to engage in specific conduct on behalf of the principal. See Opp v. Wheaton Van Lines, Inc., 231 F.3d 1060, 1064 (7th Cir. 2000) (summarizing Illinois agency law). There is no evidence establishing that Joy-Lud explicitly granted NASL the authority to purchase and sell meat products on Joy-Lud's behalf. Sapir denied the existence of any such authority (Exh. L). Joy-Lud's corporate counsel, Robert Epstein, and its bookkeeper, Valentina Finkel, concur with Sapir on this point (Epstein Dep. at 49; Exh. N). Tri-Meats does not rebut this direct testimony. Therefore, express actual authority is not an issue in this case.
"Implied authority is actual authority, circumstantially proved."Petrovich v. Share Health Plan of Illinois, Inc., 719 N.E.2d 756, 770 (Ill. 1999). In other words, "[i]mplied authority is that authority which is inferred from the words used, the customs, the nature of the authorization, or the relations of the parties." Kinesoft Development Corp. v. Softbank Holdings Inc., 2001 WL 184885, at *25 (N.D. Ill. Feb. 20, 2001). "The cardinal consideration for determining the existence of implied authority is whether the alleged agent retains the right to control the manner of doing the work" Petrovich, 719 N.E.2d at 770. The nature of the relationship between Joy-Lud and NASL warrants an examination into whether Joy-Lud exercised control over NASL rising to level of implied authority.
Lenders typically exercise some control over their borrowers, and Joy-Lud's relationship with NASL is no exception to this general practice. The lending contract itself contained many restrictions on NASL. The June 11 agreement required NASL to use loan funds only to purchase food products for resale in Russia, insure the goods designating Joy-Lud as the beneficiary, and repay any utilized credit within 60 days. Furthermore, the contract provided that Joy-Lud would retain title to the goods until resale as security for its loan (Exh. 1). The June 11 agreement also enlisted the services of Sandurian. Sandurian served as a consultant for Joy-Lud. When NASL sought to purchase meat products from Tri-Meats or other wholesalers, Sandunian would review the price and terms of the deal and advise Joy-Lud as to whether lending money to fund the purchase would be financially sound based on his knowledge of the Russian market for meat products. Joy-Lud usually followed Sandurian's advice when deciding whether to extend credit to NASL (Sapir Aft at 45-50, 63-65). Finally, Joy-Lud did not simply advance cash loan funds to NASL but, rather, required NASL to notify Joy-Lud whenever an order was placed with Tri-Meats so that Joy-Lud could wire the money directly to Tri-Meats. These wire transfers were approved and signed by a Joy-Lud executive (Sapir Dep. at 85-95; Cplt. Exh. C).
Based on the above conduct Tri-Meats argues that Joy Lud exercised enough control over NASL to give rise to an implied agency relationship. Agency law recognizes that a lender may become liable for the debts of a borrower in certain circumstances: "A creditor who assumes control of his debtor's business for the mutual benefit of himself and his debtor, may become a principal, with liability for the acts and transactions of the debtor in connection with the business." Restatement (Second) of Agency § 140. See Opp, 231 F.3d at 1064 (Illinois and federal law of agency are in accord with the Restatement); Secon Service System, Inc. v. St. Joseph Bank and Trust Co., 855 F.M 406, 417-19 (7th Cir. 1988) (discussing § 140). The lender must exercise a significant degree of control, however, before it will be held liable as a principal:
A security holder who merely exercises a veto power over the business acts of his debtor by preventing purchases or sales above specified amounts does not thereby become a principal. However, if he takes over the management of the debtor's business either in person or through an agent, and directs what contracts may or may not be made, he becomes a principal, liable as any principal for the obligations incurred thereafter in the normal course of business by the debtor who has not become his general agent The point at which the creditor becomes a principal is that at which he assumes de facto control over the conduct of his debtor, whatever the terms of the formal contract with his debtor may be.
Restatement (Second) of Agency § 140, comment a. The leading authorities on this issue confirm that something akin to day-to-day management of the debtor's business is required before a lender can be held liable under an agency theory. See A. Gay Jenson Farms Co. v. Cargill Inc. 309 N.W.2d 285, 290-93 (Minn. 1981); Buck v. Nash-Finch Co., 102 N.W.2d 84, 89-91 (S.D. 1960); see also Korea Express USA, Inc. v. K.K.D. Imports, Inc., 1999 WL 1034755, at *1 (S.D.N.Y. Nov. 15, 1999); Peoples Federal Savings Loan Ass'n v. Myrtle Beach Golf Yacht Club. 425 S.E.2d 764, 773 (S.C.App. 1992); Save Way Oil Co. Inc. v. Mehlman, 496 N.Y.S.2d 537, 538 (N.Y.A.D. 2 Dept 1985); J. Dennis Hynes, Lender Liability: The Dilemma of the Controlling Creditor, 58 Teun. L. Rev. 635 (Summer 1991).
The evidence indicates that Joy-Lud did not exert the degree of control necessary to morph its lender/borrower relationship into a principal/agent relationship. NASL's dealings with Tri-Meats show that NASL maintained management over its business affairs. On its own, NASL formed the business relationship with Tri-Meats, negotiated the quantity, price and terms of its purchases from Tri-Meats, received the goods at its facilities in Florida, arranged shipment of those goods overseas, stored the goods at its warehouses in Russia, and found buyers for the goods in Russia (Maniotto Dep. at 14-29). NASL relied on Joy-Lud to finance its operations and provided Joy-Lud with temporary tide to the goods as security, but NASL at all times remained responsible for the amount of credit it borrowed from Joy-Lud. Indeed, the contract required NASL to repay Joy-Lud for any utilized credit within 60 days, indicating that repayment of the loan was not conditioned on sale of the goods. Moreover, Joy-Lud did not share in the profits or losses on NASL's deals with Tri-Meats (Exhs. L, M). As for Sandunian, he influenced Joy-Lud's decisions but did not exert control over NASL's daily operations. His role was to protect Joy-Lud by advising as to whether it should finance a particular purchase of goods by NASL (Sapir Dep. at 45-50, 63-65). Joy-Lud usually followed Sandunian's advice, as he was knowledgeable of the relevant markets, but Joy-Lud was not bound by Sandunian's recommendations. More importantly, Sandurian could not control whether NASL pursued financing from Joy-Lud or elsewhere for a deal that he did not deem viable (Sapir Dep. at 109-115; Smurawski Dep. at 88-90).
Lenders often seek to minimize their risks by placing conditions on their loans and monitoring their borrowers' business practices. Such diligence does not transform the lender into a principal unless it rises to the level of " de facto control over the conduct of [the] debtor." Restatement (Second) of Agency § 140, comment a. Joy-Lud's behavior in this case did not cross that line. The facts and circumstances surrounding Joy-Lud's dealings with NASL indicate that Joy-Lud may have acted as a (perhaps overly) mindful lender, but its conduct did not amount to an implied agency relationship.
II. Apparent Authority
Having found that there is no express or implied actual authority here, we must proceed to consider whether Joy-Lud can be held accountable for NASL's conduct on an apparent authority theory. Under this doctrine "a principal will be bound not only by the authority it actually gives to another, but also by the authority that it appears to give." Petrovich, 719 N.E.2d at 765. "`Apparent authority arises when a principal creates, by its words or conduct, the reasonable impression in a third party that the agent has the authority to perform a certain act on its behalf.'"Opp, 231 F.3d at 1065 ( quoting Weil, Freiburg Thomas, P.C. v. Sara Lee Corp., 577 N.E.2d 1344, 1350 (Ill.App. 1 Dist 1991)). Thus, the "doctrine functions like an estoppel." Petrovich, 719 N.E.2d at 765.
With these principles in mind we must determine whether Joy-Lud's dealings with Tri-Meats created a reasonable impression that NASL was authorized to act on Joy-Lud's behalf. Joy-Lud interacted with Tri-Meats in only three ways: via invoices, wire transfers, and telephone conversations. We start with the invoices. NASL placed several orders with Tri-Meats during the course of their business relationship. Tri-Meats recorded each of NASL's purchase orders in an invoice. Some of the invoices were addressed solely to NASL, but others were made out to both NASL and Joy-Lud (Exhs. F, J). Tri-Meats argues that Joy-Lud's receipt of the jointly-addressed invoices shows that NASL was acting as a purchasing agent for Joy-Lud. We do not find this argument persuasive. The invoices were drafted and printed by Tri-Meats. Tri-Meats' conduct in addressing its own invoices provides little insight into the impressions created by the conduct of Joy-Lud. See Bethany Pharmacal Co., Inc. v. OVC. Inc., 2001 WL 175341, at *4 (7th or. Feb. 23, 2001) ("apparent authority can only be determined by evaluating the principal's conduct toward the third party."). In any event, the invoices did not require Joy-Lud to acknowledge receipt and the evidence indicates that JoyLud in fact received most of the invoices from NASL, and not directly from Tri-Meats (Exhs. L, N; Finkel Dep. at 40-42; 62). Joy-Lud's conduct with respect to the invoices did not give rise to apparent authority.
Tri-Meats' invoices listed NASL's address at "1325 Avenue of the Americas" and Joy-Lud's address at "100 Church Street," both in New York City. Joy-Lud was at one time located at 100 Church Street, but no longer has an office at that address (Finkel Dep. at 62). Richard Sniurawski, Tri-Meats' treasurer, testified that the invoices were generated in Tri-Meats' Illinois office and based on Information provided by Mariotto. He also stated that he believed the jointly-addressed invoices were sent to both locations (Smurawski Dep. at 59, 103).
Next, we turn to the issue of the wire transfers. Finkel testified that when she received an invoice regarding an NASL purchase, she would obtain approval from Sapir or another Joy-Lud executive, and then wire the appropriate funds to Tri-Meats (Finkel Dep. at 40-46). Sapir testified that he signed off on many of the wire transfers and his vice-president approved others (Sapir Dep. at 85-95). Tri-Meats contends that this conduct reflected Joy-Lud's agency relationship with NASL. We disagree. Joy-Lud's wire transfers merely create the accurate impression that Joy-Lud was funding NASL's purchases of meat products. Such conduct is consistent with the sort of lending arrangement Joy-Lud had entered into with NASL. Instead of providing cash advances to NASL, Joy-Lud simply distributed NASL's loan funds directly to Tri-Meats. Tri-Meats negotiated with NASL, agreed to prices and terms with NASL, and shipped goods to NASL (Mariotto Dep. at 14-29). Given these circumstances, the fact that Tri-Meats received payment for NASL's purchases via wire transfers from Joy-Lud is not enough to suggest an apparent agency relationship between Joy-Lud and NASL.
The third way Joy-Lud and Tri-Meats interacted was over the telephone. Specifically, Mariotto had a number of telephone conversations with Finkel during the spring and summer of 1998. Mariotto testified that each time NASL (through Dinov) placed an order with Tri-Meats, he would call Fiukel to notify her of the price and terms of the purchase order and provide her with the information Joy-Lud needed to wire the funds to Tri-Meats. According to Mariotto, Finkel would record the terms of the deal and "okay" the wire transfer. Mariotto was uncertain as to what precise words Finkel used during their telephone conversations, but he understood her statements to mean that she had authorized payment Mariotto would then ship the product to NASL's facilities in Florida and await the wire transfer from Joy-Lud (Mariotto Dep. at 18, 80, 98-110). As to the two unpaid invoices, Mariotto testified that he called Finkel in November or December 1998 to ask why Tri-Meats had not been paid and that Finkel informed him that the wire transfer would be issued soon (Mariotto Dep. at 36-42, 83-84). Finkel has a slightly different recollection of her telephone conversations with Mariotto. She testified that she spoke to Maniotto only on a few occasions. Finkel stated that Mariotto called once or twice to ask about confusing paperwork and that she may have called him a couple of times to obtain bank account information needed to complete wire transfers. Although she does not recall any other specific conversations regarding wire transfers, Finkel stated that if Maniotto had called to ask if a specific wire transfer had been sent she would provide him with that information (Finkel Dep. at 37-38, 46-47, 67-68).
Mariotto faxed bank account and outstanding balance information to Finkel on at least two occasions (Tri-Meats Exh. E).
Tri-Meats argues that Finkel's statements over the telephone gave Mariotto the impression that NASL was Joy-Lud's purchasing agent. This is not a reasonable conclusion to draw from the Maniotto/Finkel telephone conversations. The exchanges were fairly informal interactions between Tri-Meats' sales manager and Joy-Lud's bookkeeper. Maniotto knew that Finkel was a bookkeeper and not involved in the executive management of Joy-Lud (Mariotto Dep. at 56). He simply provided her with the price and terms of the deal and awaited a wire transfer from Joy-Lud. The (lack of) substance of Finkel's statements is also telling. Maniotto conceded in his deposition that when he called Finkel about an NASL purchase, Finkel did not explicitly state that Joy-Lud had authorized payment for that particular deal. Instead, she simply recorded and "okayed" the price and terms Mariotto stated to her. Mariotto assumed that Finkel's statements, along with Joy-Lud's past practice of wiring funds to Tri-Meats, meant that Joy-Lud had authorized payment for that deal (Mariotto Dep. at 98-102). But Finkel never stated as much.
Furthermore, Mariotto's own conduct has some relevance here. See Bethany, 2001 WL 175341, at *4; Petrovich, 719 N.E.2d at 765. Mariotto's only personal interaction with Joy-Lud was through Finkel. He did not contact Sapir or any other Joy-Lud executive with regard to payment authorizations or other matters. When Tri-Meats discovered that NASL had not paid on the two invoices in question, Mariotto traveled to New York to discuss the matter with Dinov The two men renegotiated NASL's obligations and executed the October 2 agreement. Mariotto did not attempt to contact Joy-Lud regarding this loan workout. A few weeks later Maniotto and Dinov amended their prior contract with the November 25 agreement. Mariotto again did not solicit Joy-Lud during the restructuring process or include Joy-Lud as a party to the contract (Mariotto Dep. at 57-59; Esh. G). Sometime after the November 25 agreement, Tri-Meats enlisted the services of a collection agency in an attempt to recover its debts, but once again did not direct any efforts toward Joy-Lud (Smurawski Pep. at 110-11; Exh H). Tri-Meats' only contacts with Joy-Lud regarding the delinquent invoices came in the form of two or three telephone calls made by Mariotto to Finkel (Maniotto Dep. at 80-84). Nearly all of Tri-Meats' conduct toward salvaging the debt was aimed at NASL, and not Joy-Lud. This behavior suggests an impression that NASL, not Joy-Lud, was responsible for the unpaid invoices.
Joy-Lud's words and conduct vis-a-vis Tri-Meats did not convey the message that NASL was Joy-Lud's purchasing agent The evidence regarding the invoices, wire transfers, and telephone conversations do not support such a conclusion, and Mariotto's contemporaneous behavior confirms that no apparent authority existed. Thus, Tri-Meats has not established the existence of an agency relationship, either actual or apparent, between Joy-Lud and NASL.
III. Joy-Lud's Illinois Contacts
Absent an agency relationship we cannot ascribe NASL's Illinois contacts to Joy-Lud. Joy-Lud must therefore rely on its own Illinois contacts to establish personal jurisdiction. Joy-Lud's sparse dealings with our state fall short of the mark. Joy-Lud received invoices from Tri-Meats' Illinois office and sent wire transfers to Tri-Meats in Illinois. This activity is not enough. See Asset Allocation Management Co. v. Western Employees Ins. Co., 892 F.2d 566 (7th Cir. 1989) (payment into Illinois not enough to subject payer to personal jurisdiction); FCNBD Mortg. Investments, Inc. v. CRL, Inc., 2000 WL 1100332, at *4 (N.D. Ill. Aug. 4, 2000) (sending wire transfers into Illinois not enough to trigger personal jurisdiction). As for the telephone conversations between Mariotto and Finkel, they took place between persons located in Florida and New York and thus do not constitute Illinois contacts. In short, Joy-Lud's connections to our state do not meet the minimum contacts test See Burger King Corp. v. Rudzewicz, 471 U.S. 462, 471-78 (1985). Therefore, Tri-Meats' claims against Joy-Lud are dismissed for lack of personal jurisdiction.
It is uncertain whether NASL's Illinois contacts would make a difference even if they did count The contractual relationship between NASL and Tri-Meats began when Mariotto, who was based out of Florida, contacted Dinov in New York (Mariotto Dep. at 14). All of the initial negotiations between NASL and Tri-Meats took place in Florida and New York between these two individuals, and the March 23 agreement was executed in New York by NASL. (Mariotto Dep. at 21-30; Exh. E). Similarly, the subsequent negotiations regarding each of NASL's purchases from Tri-Meats took place in Florida and New York. Furthermore, Tri-Meats filled NASL's purchase orders by transporting the requested goods from its storage sites (usually located outside of Illinois) to NASL's facilities in Florida (Maniotto Dep. at 44-46, 64-65). And when the deal went sour, Maniotto and Dinov worked in Florida and New York, with the minimal participation of Smurawski in Illinois, to negotiate and execute the October 2 and November 25 agreements (Mariotto Dep. at 58-60; Smurawski Dep. at 113-15; Exh. G). Thus, NASL's Illinois contacts are not particularly significant, either in quantity or in nature. See RAR 107 F.3d at 1277 (personal jurisdiction in contract cases depends on factors such as who initiated the transaction, where the negotiations took place, where the parties executed the contract, and where defendant performed the contract).
Two additional points deserve comment. First, Tri-Meats filed a motion to strike some of the exhibits attached to Joy-Lud's reply brief. As we have not retied on the disputed exhibits in resolving Joy-Lud's motion to dismiss, Tri-Meats' motion to strike is dismissed as moot. Second, Tri-Meats argues that the parties so far have conducted discovery only into the question of personal jurisdiction and therefore we should rely solely on the pleadings when resolving the Rule 12(b)(6) portion of Joy-Laid's motion. Tri-Meats' concerns did not materialize since we decided the motion on Rule 12(b)(2) grounds. It may be important to note, however, that our resolution of the personal jurisdiction question depended on our conclusion that there was no agency relationship between Joy-Laid and NASL. The merits of Tri-Meats' claims, at least in part, will likely depend on the same agency-related evidence we have reviewed here. See Matosantos Commercial Corp. v. Applebee's Int'l Inc., 64 F. Supp.2d 1105, 1109-ID (D.Kan. 1999) (discussing relevant case law).