Honeywell International Inc. v. Mek Chemical Corporation

BRIEF in Opposition

D.N.J.January 23, 2017

UNITED STATES DISTRICT COURT DISTRICT OF NEW JERSEY HONEYWELL INTERNATIONAL INC., Plaintiff, v. MEK CHEMICAL CORP., Defendant. CIVIL ACTION NO.: 2:16-CV-09322- SDW-LDW MOTION DAY: February 6, 2017 MEMORANDUM OF LAW IN SUPPORT OF PLAINTIFF HONEYWELL INTERNATIONAL INC.’S OPPOSITION TO DEFENDANT’S MOTION TO DISMISS, PRESENTING DEFENSES OF LACK OF PERSONAL JURISDICTION UNDER RULE 12(B)(2) AND OF IMPROPER VENUE UNDER RULE 12(B)(3) Joseph P. LaSala William F. O’Connor, Jr. MCELROY DEUTSCH MULVANEY & CARPENTER, LLP 1300 Mount Kemble Avenue P.O. Box 2075 Morristown, New Jersey 07962 (973) 993-8100 Attorneys for Plaintiff Honeywell International, Inc. Case 2:16-cv-09322-SDW-LDW Document 8 Filed 01/23/17 Page 1 of 26 PageID: 83 i TABLE OF CONTENTS I. Introduction......................................................................................................................... 1 II. Statement of Facts............................................................................................................... 1 III. Statement of the Law .......................................................................................................... 4 A. Personal Jurisdiction ............................................................................................... 4 B. New Jersey.............................................................................................................. 5 C. Venue ...................................................................................................................... 5 D. Jurisdictional Discovery.......................................................................................... 6 IV. Argument ............................................................................................................................ 7 A. This Court Can Properly Exercise Personal Jurisdiction Over MEK..................... 7 1. MEK “purposefully directed” its activities to the residents of New Jersey........................................................................................................... 8 a. MEK Has “Purposefully Directed” its Activities to New Jersey as it Exerts Control Over an Established Distribution Channel in this Forum..................................................................... 8 b. MEK Had a Reasonable Expectation that the Accused Products Were to be Marketed to the Forum ................................ 12 2. Honeywell’s Claims Against MEK Arise Out of its Activities in New Jersey................................................................................................ 14 3. The Assertion of Personal Jurisdiction Over MEK is Reasonable and Fair in this Case.................................................................................. 15 B. Venue is Proper in New Jersey Under Both 28 U.S.C. §§ 1391 and 1400(b).................................................................................................................. 16 1. Venue is Proper in this Court Under 28 U.S.C. § 1391............................ 16 2. Venue is Proper in this Court Under 28 U.S.C. § 1400(b) ....................... 17 C. Honeywell is Entitled to Jurisdictional Discovery................................................ 18 V. Conclusion ........................................................................................................................ 20 Case 2:16-cv-09322-SDW-LDW Document 8 Filed 01/23/17 Page 2 of 26 PageID: 84 ii TABLE OF AUTHORITIES Page(s) Cases AFTG-TG, LLC v. Nuvoton Tech. Corp., 689 F.3d 1358 (Fed. Cir. 2012)................................................................................................11 Akro Corp. v. Luker, 45 F.3d 1541 (Fed. Cir. 1995)..................................................................................................15 Beverly Hills Fan Co. v. Royal Sovereign Corp., 21 F.3d 1558 (Fed.Cir.1994)..................................................................................................4, 8 Bobel v. U. Lighting Am., Inc., No. 12 C 6064, 2013 WL 535553 (N.D. Ill., Feb. 12, 2013).....................................8, 9, 10, 11 Burger King Corp. v. Rudzewicz, 471 U.S. 462 (1985)...........................................................................................................11, 15 Celgard, LLC v. SK Innovation Co., 792 F.3d 1373 (Fed. Cir. 2015)............................................................................................5, 19 In re Chocolate Confectionary Antitrust Litig., 602 F. Supp. 2d 538 (M.D. Pa. 2009) ........................................................................................7 Colida v. LG Elecs., Inc., 77 F. App’x 523 (Fed. Cir. 2003) ............................................................................................14 Corigliano v. Classic Motor, Inc., 611 F. App’x 77 (3d Cir. 2015) ...............................................................................................15 Int’l Playthings LLC v. Toy Teck Ltd., LLC, No. CIV. 2:11-6832 KM, 2013 WL 8184357, at *4 (D.N.J. July 23, 2013) ...........................19 J. McIntyre Machinery, Ltd. v. Nicastro, 131 S. Ct. 2780 (2011).............................................................................................................11 MAGICorp. v. Kinetic Presentations, Inc., 718 F.Supp. 334 (D.N.J.1989) .................................................................................................18 Medical Solutions, Inc. v. C Change Surgical LLC, 541 F.3d 1136 (Fed. Cir. 2008)..................................................................................................5 Metcalfe v. Renaissance Marine, Inc., 566 F.3d 324 (3d Cir. 2009)...................................................................................................5, 7 Case 2:16-cv-09322-SDW-LDW Document 8 Filed 01/23/17 Page 3 of 26 PageID: 85 iii Miller Yacht Sales, Inc. v. Smith, 384 F.3d 93 (3rd Cir. 2004) ...................................................................................................5, 8 Nova Design Techs., Ltd. v. Walters, No. CIV.A. 10-7618, 2011 WL 5084566 (E.D. Pa. Oct. 25, 2011)...........................................4 Nuance Commc’ns, Inc. v. Abbyy Software House, 626 F.3d 1222 (Fed. Cir. 2010)..............................................................................................4, 8 Oppenheimer Fund, Inc. v. Sanders, 437 U.S. 340 (1978)...................................................................................................................6 PNY Techs., Inc. v. Miller, Kaplan, Arase & Co., LLP, No. CIV.A. 14-4150 ES, 2015 WL 1399199 (D.N.J. Mar. 24, 2015) .....................................16 SoftwareArt Corp. v. Gopalakrishnan, No. CIV. 07-4755(GEB), 2008 WL 2876395 (D.N.J. July 22, 2008).....................................19 Spectathlete P’ship v. Rhubarb Sports, Ltd., No. CIV. A. 93-4294, 1993 WL 524151 (E.D. Pa. Dec. 14, 1993).........................................17 In re TC Heartland LLC, 821 F.3d 1338 (Fed. Cir. 2016)..................................................................................5, 6, 16, 18 Toys “R” Us, Inc. v. Step Two, S.A., 318 F.3d 446 (3d Cir.2003)..................................................................................................6, 18 VE Holding Corp. v. Johnson Gas Appliance Co., 917 F.2d 1574 (Fed. Cir. 1990)......................................................................................6, 16, 17 Vishay Dale Elecs., Inc. v. Cyntec Co., Ltd., No. 8:07CV191, 2008 WL 281686 (D. Neb., Jan. 29, 2008) ..................................8, 12, 13, 14 Weber v. Basic Comfort Inc., 155 F. Supp. 2d 283 (E.D. Pa. 2001) .......................................................................................17 WorldScape, Inc. v. Sails Capital Mgmt., No. CIV. 10-4207 ......................................................................................................................7 Statutes 28 U.S.C. § 271(g) .........................................................................................................................15 28 U.S.C. § 1391(b) .........................................................................................................5, 6, 16, 17 28 U.S.C. § 1391(c) .............................................................................................................6, 16, 17 28 U.S.C. § 1400(b) ...................................................................................................5, 6, 16, 17, 18 Case 2:16-cv-09322-SDW-LDW Document 8 Filed 01/23/17 Page 4 of 26 PageID: 86 iv Other Authorities Fed. R. Civ. P. 4...............................................................................................................................2 N.J. Court Rule 4:4-4 ...................................................................................................................5, 8 Case 2:16-cv-09322-SDW-LDW Document 8 Filed 01/23/17 Page 5 of 26 PageID: 87 1 I. Introduction This is a suit for patent infringement, and as described in Plaintiff Honeywell’s Complaint, Defendant MEK Chemical Corp. purchases the infringing chemical from a Chinese manufacturer for importation into the United States. None of those facts are disputed in MEK’s Motion. Instead, MEK argues that it has absolutely no contacts with the state of New Jersey, and therefore this Court lacks personal jurisdiction. Upon receipt of MEK’s motion, Honeywell provided a Bill of Lading listing MEK as the consignee of a shipment of the accused product into the United States with a “destination” of Newark, New Jersey. Notwithstanding this clear evidence of MEK’s infringing conduct in New Jersey, MEK has maintained its insistence that jurisdiction and venue are improper. Yet despite Honeywell’s request, MEK has refused to provide any information about this shipment to support its assertion that its importation of infringing goods through Newark, New Jersey, is insufficient to support personal jurisdiction and venue in this district. The Court should deny MEK’s motion because Honeywell has established a prima facie case that the Court can properly exercise personal jurisdiction over MEK, and that venue in the District of New Jersey is appropriate. In the alternative, to the extent this Court believes that additional evidence is necessary to the analysis, Honeywell requests that the Court permit jurisdictional discovery of MEK and its contacts with the state of New Jersey. II. Statement of Facts On December 16, 2016, Honeywell filed a Complaint in this Court against MEK alleging infringement of U.S. Pat. No. 5,902,912 (“the ʼ912 patent”). The ʼ912 patent is directed to the manufacture of HFC 1,1,1,3,3-pentafluoropropane (“HFC-245fa”), which is used in thermal insulating applications, including building insulation. D.E. 1 at ¶¶ 7-9. Manufacturers of HFC- 245fa, like Honeywell, sell the product to distributors who then sell the product to the end-users. Case 2:16-cv-09322-SDW-LDW Document 8 Filed 01/23/17 Page 6 of 26 PageID: 88 2 LaSala at Ex. A at ¶ 3. MEK, a supplier of HFC-245fa, is purchasing the accused product from a Chinese supplier who is manufacturing the HFC-245fa overseas. D.E. 1 at ¶¶ 14-16. MEK is importing the accused product into the United States for resale within the country to other third parties who eventually sell the products to end-users. D.E. 1 at ¶¶ 14-16. Honeywell is a Delaware corporation with its principal place of business in Morris Plains, New Jersey. D.E. 1 at ¶ 1. MEK is an Illinois corporation, and, according to the online Corporation/LLC Database at the Office of the Illinois Secretary of State, Mr. Botoa Liu is the president, secretary, and registered agent of MEK. See Joseph P. LaSala Certification (“LaSala Cert.”), Ex. B (showing a report on MEK’s status as a corporation in Illinois). Additionally, according to the Corporation/LLC Database, Mr. Liu can be served, as MEK’s agent, at 1674 Hinterlong Lane, Naperville, IL 60563. Further, according to a Dun & Bradstreet report, MEK’s corporate address is located at 4320 Winfield Rd. Ste 200, Warrenville, IL 60555. LaSala Cert. at Ex. C (showing a Dun & Bradstreet report on MEK Chemical Corporation). Pursuant to Fed. R. Civ. P. 4, Honeywell attempted to serve a copy of the Summons and Complaint on Mr. Liu on numerous occasions via Great Lakes Professional Investigations, LLC, a process server located in Illinois. On December 20, 2016, counsel for Honeywell received a message from the process server stating that service to the address registered with the Secretary of State of Illinois was unsuccessful and that the “[a]ddress is a single-family home. . . . Package at the door is addressed to Terry Chang.” LaSala Cert. at Ex. D (December 20, 2016 email from Osojnak to Delphry). The process server unsuccessfully attempted service again the next day, and was told that Mr. Liu would be “out of town until Friday.” LaSala Cert. at Ex. E (December 21, 2016 email from Osojnak to Delphry). The process server then attempted service at MEK’s corporate address and informed counsel that “[p]er receptionist MEK Chemical has a virtual Case 2:16-cv-09322-SDW-LDW Document 8 Filed 01/23/17 Page 7 of 26 PageID: 89 3 office here, not a physical one.” LaSala Cert. at Ex. F (December 21, 2016 email from Osojnak to Delphry). The process server attempted service two additional times before Mr. Liu consented to voluntary service. LaSala Cert. Ex. G (December 23, 2016 email from Osojnak to Delphry (stating that the service was unsuccessful); LaSala Cert. at Ex. H (December 26, 2016 email from Osojnak to Delphry stating that service was unsuccessful); LaSala Cert. at Ex. I (December 27, 2016 email from Osojnak to Delphry stating that Mr. Liu agreed to be served at his home address). On January 5, 2017, MEK filed a Motion to Dismiss, Presenting Defenses of Lack of Personal Jurisdiction Under Rule 12(B)(2) and of Improper Venue Under Rule 12(B)(3).1 D.E. 5. In its Motion, MEK alleged, inter alia, that it has never “done any business in the state of New Jersey,” that it does not have “established channels of distribution in” New Jersey, and that it has never “caused to be shipped. . . any products into” New Jersey. D.E. 5-5 at ¶¶ 5, 8, 9. In an attempt to resolve MEK’s motion, counsel for Honeywell sent a letter to counsel for MEK on January 10, 2017, outlining Honeywell’s basis for asserting that the District of New Jersey can exercise personal jurisdiction over MEK and that venue is proper in the district. LaSala Cert. at Ex. J (January 10, 2017 letter from Rose to Economou). In particular, counsel for Honeywell attached a Bill of Lading to the letter showing that a shipment of the accused product, purchased by MEK, had been imported on September 24, 2015, at Newark, New Jersey. Id. In response, counsel for MEK stated that it “disagree[d] with the conclusions reached therein” on the basis that, inter alia, “[a]ny transport of goods in 2015 indeed at any time was made directly to MEK in Illinois” and “[a]ny transshipment of goods through other jurisdictions was not 1 MEK also served on Honeywell a “Notice of Motion for Sanctions Pursuant to FRCP Rule 11” and a “Memorandum of Law” in support of the same. Exs. N-O. Case 2:16-cv-09322-SDW-LDW Document 8 Filed 01/23/17 Page 8 of 26 PageID: 90 4 required by MEK and the route for any shipment was the sole responsibility of the shipper.” LaSala Cert. at Ex. K (January 11, 2017 letter from Economou to Rose). III. Statement of the Law A. Personal Jurisdiction The District Court for the District of New Jersey applies the law of the Federal Circuit when determining whether it may exercise personal jurisdiction over a patent infringement defendant. See Nova Design Techs., Ltd. v. Walters, No. CIV.A. 10-7618, 2011 WL 5084566, at *4 (E.D. Pa. Oct. 25, 2011) (citing Avocent Huntsville Corp. v. Aten Int’l Co., 553 F.3d 1324 (Fed. Cir. 2008)). The Federal Circuit has held that “[p]ersonal jurisdiction over an out-of-state defendant is appropriate if the relevant state’s long-arm statute permits the assertion of jurisdiction without violating federal due process.” Nuance Commc’ns, Inc. v. Abbyy Software House, 626 F.3d 1222, 1230 (Fed. Cir. 2010). Moreover, “[t]he constitutional touchstone for determining whether an exercise of personal jurisdiction comports with due process ‘remains whether the defendant purposefully established ‘minimum contacts’ in the forum State.’” Nuance Commc’ns, Inc., 626 F.3d at 1230-31 ((citing Burger King Corp. v. Rudzewicz, 471 U.S. 462, 474 (1985) (quoting Int’l Shoe Co. v. Washington, 326 U.S. 310, 316 (1945)). The Federal Circuit applies a three-part test to determine whether specific personal jurisdiction may be exercised consistent with due process: “(1) whether the defendant purposefully directed activities at residents of the forum; (2) whether the claim arises out of or relates to those activities; and (3) whether assertion of personal jurisdiction is reasonable and fair.” Id. In general, the Federal Circuit’s personal jurisdiction jurisprudence stems from Beverly Hills Fan Co. v. Royal Sovereign Corp., 21 F.3d 1558, 1566-67 (Fed.Cir.1994), which holds that the exercise of personal jurisdiction is proper where a defendant has placed an infringing product Case 2:16-cv-09322-SDW-LDW Document 8 Filed 01/23/17 Page 9 of 26 PageID: 91 5 in the stream of commerce and taken some additional action purposefully directed toward the forum state. The plaintiff has the burden to establish the first two elements of the test, and “[i]f the plaintiff meets its burden, the burden then shifts to the defendant to prove that personal jurisdiction is unreasonable.” Celgard, LLC v. SK Innovation Co., 792 F.3d 1373, 1378 (Fed. Cir. 2015) (internal citations omitted). When the district court bases its determination of personal jurisdiction “on affidavits and other written materials, and no jurisdictional hearing is conducted,” the court must resolve all factual disputes in the plaintiff’s favor. Id. (internal citations omitted); Metcalfe v. Renaissance Marine, Inc., 566 F.3d 324, 330 (3d Cir. 2009) (holding that a court is “required to accept the plaintiff’s allegations as true, and is to construe disputed facts in favor of the plaintiff” in deciding a motion to dismiss for lack of jurisdiction). B. New Jersey Because the Federal Circuit requires that the exercise of personal jurisdiction also be permissible under the forum state’s long-arm statute, Honeywell notes that New Jersey’s long- arm statute allows a court to exercise jurisdiction to the full extent allowed by federal due process requirements. Medical Solutions, Inc. v. C Change Surgical LLC, 541 F.3d 1136, 1139, (Fed. Cir. 2008); Miller Yacht Sales, Inc. v. Smith, 384 F.3d 93 (3rd Cir. 2004); N.J. Court Rule 4:4-4. Since the ultimate query under the Federal Circuit’s three-part test is whether the exercise of jurisdiction comports with due process, New Jersey’s long-arm statute is satisfied where the Federal Circuit’s test is met. C. Venue The Federal Circuit has held that two statutes govern whether venue is appropriate in a patent infringement case: 28 U.S.C. § 1391 and 28 U.S.C. § 1400(b). In re TC Heartland LLC, Case 2:16-cv-09322-SDW-LDW Document 8 Filed 01/23/17 Page 10 of 26 PageID: 92 6 821 F.3d 1338, 1341-43 (Fed. Cir. 2016); VE Holding Corp. v. Johnson Gas Appliance Co., 917 F.2d 1574, 1576 (Fed. Cir. 1990). In relevant part, 28 U.S.C. § 1391(b) states that [a] civil action may be brought in (1) a judicial district in which any defendant resides . . .; (2) a judicial district in which a substantial part of the events or omissions giving rise to the claim occurred . . .; or (3) . . . any judicial district in which any defendant is subject to the court’s personal jurisdiction with respect to such action. 28 U.S.C. § 1391(b). A corporation “resides” in any district that can exercise personal jurisdiction over the entity. 28 U.S.C. § 1391(c). 28 U.S.C. § 1400(b) states that “[a]ny civil action for patent infringement may be brought in the judicial district where the defendant resides, or where the defendant has committed acts of infringement and has a regular and established place of business.” Again, a corporation “resides” in any district that can exercise personal jurisdiction over the entity. In re TC Heartland LLC, 821 F.3d 1338, 1341-43 (Fed. Cir. 2016).Thus, in a patent infringement case venue is proper in any judicial district where a corporate defendant is subject to personal jurisdiction. D. Jurisdictional Discovery The Supreme Court has held that “where issues arise as to jurisdiction or venue, discovery is available to ascertain the facts bearing on such issues.” Oppenheimer Fund, Inc. v. Sanders, 437 U.S. 340, 351 n.13 (1978). Indeed, the Third Circuit has held that, in general, jurisdictional discovery should be allowed unless the plaintiff’s claim is “clearly frivolous.” Toys “R” Us, Inc. v. Step Two, S.A., 318 F.3d 446, 456 (3d Cir.2003) (internal quotations omitted). That is, if a plaintiff presents factual allegations that “suggest with reasonable particularity the possible existence of the requisite contacts between the party and the forum state, the plaintiff’s right to conduct jurisdictional discovery should be sustained. Id. (quoting Case 2:16-cv-09322-SDW-LDW Document 8 Filed 01/23/17 Page 11 of 26 PageID: 93 7 Mellon Bank (East) PSFS, Nat'l Ass'n v. Farino, 960 F.2d 1217, 1223 (3d Cir.1992)) (internal citations omitted). In order to be entitled to jurisdictional discovery, a plaintiff “must produce evidence suggesting that discovery will bear fruit.” In re Chocolate Confectionary Antitrust Litig., 602 F. Supp. 2d 538, 572 (M.D. Pa. 2009). Importantly, “[a] court weighing a jurisdictional discovery request must accept the plaintiff’s allegations as true, and . . . construe disputed facts in favor of plaintiff.” Id. Moreover, the Third Circuit has also held jurisdictional discovery to be especially appropriate when the defendant is a corporation. Metcalfe., 566 F.3d at 336. The Third Circuit explained in Metcalfe: A plaintiff who is a total stranger to a corporation should not be required, unless he has been undiligent, to try such an issue on affidavits without the benefit of full discovery. If the court did not choose to hear witnesses, this may well have been within its province, but in such event plaintiff was certainly entitled to file such further interrogatories as were reasonably necessary and, if he wished, to take depositions Id.at 336. Additionally, the Third Circuit has held the district court should use its discretion in determining the scope of discovery, but “it must be broad enough to allow the party to pursue both the ‘doing business’ and the minimum contacts theories, at least until one or the other is conclusively ruled out.” WorldScape, Inc. v. Sails Capital Mgmt., No. CIV. 10-4207 RBK/KMW, 2011 WL 3444218, at *7 (D.N.J. Aug. 5, 2011) (quoting Compagnie Des Bauxites de Guinee v. L'Union Atlantique S.A. D'Assurances, 723 F.2d 357, 363 (3d Cir.1983)). IV. Argument A. This Court Can Properly Exercise Personal Jurisdiction Over MEK As stated, the Federal Circuit applies a three-part test to determine whether specific personal jurisdiction may be exercised in accordance with due process: “(1) whether the Case 2:16-cv-09322-SDW-LDW Document 8 Filed 01/23/17 Page 12 of 26 PageID: 94 8 defendant purposefully directed activities at residents of the forum; (2) whether the claim arises out of or relates to those activities; and (3) whether assertion of personal jurisdiction is reasonable and fair.” Nuance Commc'ns, Inc, 626 F.3d at 1231.2 Below, Honeywell explains that all three elements of the test are met. Accordingly, the Court should deny MEK’s Motion. 1. MEK “purposefully directed” its activities to the residents of New Jersey The Federal Circuit has held that a defendant has “purposefully directed” its activities to a forum state when it has “placed [the accused product] in the stream of commerce, [knows] the likely destination of the products, and [has engaged in] conduct and connections with the forum state that were such that they should reasonably have anticipated being brought into court there.” Beverly Hills Fan Co., 21 F.3d at 1563. Two cases following Beverly Hills Fan are particularly instructive as they present facts analogous to those here. See Bobel v. U. Lighting Am., Inc., No. 12 C 6064, 2013 WL 535553 (N.D. Ill., Feb. 12, 2013); Vishay Dale Elecs., Inc. v. Cyntec Co., Ltd., No. 8:07CV191, 2008 WL 281686 (D. Neb., Jan. 29, 2008). These cases, discussed below, show that the Court can properly exercise personal jurisdiction over MEK because, by importing the infringing product into New Jersey, MEK has “purposefully directed” its activities to residents of this State. a. MEK Has “Purposefully Directed” its Activities to New Jersey as it Exerts Control Over an Established Distribution Channel in this Forum The aforementioned Bill of Lading shows that MEK committed an act of infringement in New Jersey by importing the accused product through Newark. Thus, MEK purposefully 2 Because the New Jersey long-arm statute extends jurisdiction over nonresident defendants so long as the exercise of jurisdiction comports with due process, the Federal Circuit’s test satisfies the requirements of the New Jersey statute. See Miller Yacht Sales, Inc. v. Smith, 384 F.3d 93 (3rd Cir. 2004); N.J. Court Rule 4:4-4. Case 2:16-cv-09322-SDW-LDW Document 8 Filed 01/23/17 Page 13 of 26 PageID: 95 9 directed its activities to New Jersey such that the Court may exercise personal jurisdiction over MEK. This evidence shows that MEK has established a distribution channel in New Jersey. See Bobel, 2013 WL 535553 at *3-*4; LaSala Cert. at Ex. L (Bill of Lading). Over a period of thirteen months, the Bobel defendant sent five shipments of infringing products to an Illinois location at the request of a distributor based in Quebec, Canada. Id. at *1- *3. The defendant argued that it was not subject to personal jurisdiction in the forum because it “lacked knowledge or control over [the distributor’s] distribution” and merely shipped the accused products to a distributor location at the distributor’s request. Id. at *2-*3. The court rejected defendant’s argument, held that shipment into the forum, itself, was sufficient purposeful contact, and held that the defendant’s lack of knowledge of the distribution channel was immaterial as specific jurisdiction is not “conditioned . . . on a party’s control or ownership of the distribution network that delivered an allegedly infringing product to the forum state.” Id. at *3-*4 (quoting Vice v. Woodline USA, Inc., No. C 1-04103, 2011 WL 207936 (N.D. Cal., Jan. 21, 2011)). Further, the court held that a defendant may not “insulate himself from the long arm of the courts by using an intermediary or by professing ignorance of the ultimate destination of his products.” Id. (quoting Honeywell, Inc. v. Metz Apparatewerke, 509 F.2d 1137, 1144 (7th Cir. 1975)). Similarly, here, the bill of lading obtained by Honeywell shows that MEK was the “consignee” of at least one shipment of infringing product, and that the product was delivered at MEK’s direction to New Jersey.3 LaSala Cert. at Ex. L (Bill of Lading). This indicates that MEK selected New Jersey as the delivery point for the accused products and, under Bobel, 3 Honeywell expects that jurisdictional discovery, discussed below, will unearth more such evidence. See infra Section IV(C). Case 2:16-cv-09322-SDW-LDW Document 8 Filed 01/23/17 Page 14 of 26 PageID: 96 10 requires the conclusion that MEK is subject to personal jurisdiction in New Jersey. Bobel, 2013 WL 535553 at *3-*4 (holding that shipment of the accused products into the forum is sufficient contact and that the defendant’s lack of knowledge of the distribution channel was immaterial as specific jurisdiction is not “conditioned . . . on a party’s control or ownership of the distribution network that delivered an allegedly infringing product to the forum state.”). Importantly, the Bill of Lading contradicts MEK’s and Mr. Liu’s statements that MEK has never shipped products into New Jersey as the Bill of Lading shows that the “U.S. Destination” for this particular shipment was Newark. Compare LaSala Cert. at Ex. L (Bill of Lading) with D.E. 5-1 at ¶¶ 6, 8, 9 & D.E. 5-2 at 4. MEK’s further argument that the Bill of Lading is missing “key information” because the “Final Destination” field is blank is of no moment. LaSala Cert. at Ex. K (Jan. 11, 2017 letter from Economou to Rose). This blank field clearly indicates that MEK intended the accused products be delivered to New Jersey in order to either, as Honeywell believes, sell the products to third parties in the state or purposefully use New Jersey as a pivot point for the accused products, which were eventually sold to third-parties in other parts of the country.4 In further similarity to Bobel, MEK, like the Bobel defendant, has claimed ignorance as to the point of entry into the U.S. of the accused product and, on this basis, has claimed that it is not subject to suit in the District of New Jersey. Id. The Bobel court rejected this argument, as should the Court here. Bobel, 2013 WL 535553 at *3-*4 (denying a motion to dismiss for lack of personal jurisdiction because the accused products were shipped into the forum state and 4 Again, Honeywell expects that jurisdictional discovery will provide additional evidence showing that MEK has purposefully directed its activities to New Jersey. Case 2:16-cv-09322-SDW-LDW Document 8 Filed 01/23/17 Page 15 of 26 PageID: 97 11 holding that a defendant may not “insulate himself from the long arm of the courts by using an intermediary or by professing ignorance of the ultimate destination of his products.”). MEK’s claim that it has no control over the route the accused products travel is not sufficient to justify dismissal for lack of personal jurisdiction. LaSala Cert. at Ex. K (Jan. 11, 2017 letter from Economou to Rose). The Bill of Lading showing that product purchased by MEK was to be imported into Newark demonstrates sufficient control over the shipments of the infringing product to support personal jurisdiction. It is unclear whether MEK subsequently shipped the product elsewhere, but given the holding of Bobel, which is based on Federal Circuit precedent, that is of no moment. Absent some other evidence relating to this shipment - and MEK has provided none - the Bill of Lading establishes that MEK intentionally directed that infringing product be shipped into the forum. See Bobel, 2013 WL 535553 at *3-*4.5 Furthermore, MEK’s statement that the accused product was transported “directly to MEK in Illinois” is inaccurate, and indeed is contradicted by the Bill of Lading. See LaSala Cert. at Ex. K (Jan. 11, 2017 letter from Economou to Rose). As stated, the accused product is 5 Indeed, MEK’s reliance on J. McIntyre Machinery, Ltd. v. Nicastro, cited in its January 11, 2017 correspondence with counsel for Honeywell, is inapposite as the Federal Circuit has since held that “[b]ecause McIntyre did not produce a majority opinion . . . the law remains the same after McIntyre.” AFTG-TG, LLC v. Nuvoton Tech. Corp., 689 F.3d 1358, 1363 (Fed. Cir. 2012). Moreover, the facts of J. McIntyre Machines, Ltd. v. Nicastro are very different from the facts in the instant case. J. McIntyre Machinery, Ltd. v. Nicastro, 131 S. Ct. 2780, 2790-92 (2011). In that case, J. McIntyre had no contacts with New Jersey except a sale of machines to a distributor, which eventually sold products into New Jersey. J. McIntyre Machinery, Ltd. v. Nicastro, 131 S. Ct. 2780, 2790-92 (2011). Here, despite its claim to the contrary, MEK purposefully shipped products to New Jersey. Indeed, MEK “seek[s] to serve” New Jersey’s market and, as such, the Court can exercise personal jurisdiction over MEK. Id. at 2788. MEK also cites to Burger King v. Rudzewicz in its correspondence; Burger King does not support MEK’s position. In that case, the Supreme Court held the exercise of personal jurisdiction proper. 471 U.S. 462, 462-463 (1985). Indeed, the principles articulated in that case are relevant here as the Court held that the defendant understood that he was availing himself of the laws of the forum state just as MEK has availed itself of the laws of New Jersey by shipping its products to the state. See id. at 481. Case 2:16-cv-09322-SDW-LDW Document 8 Filed 01/23/17 Page 16 of 26 PageID: 98 12 being imported into the United States from China. Any shipment with a destination of Illinois would most likely have a “U.S. Destination” of Los Angeles and not Newark as the bill of lading reflects. LaSala Cert. at Ex. A at ¶¶ 4-5; LaSala Cert. at Ex. L, (Bill of Lading showing “U.S. destination” as “Newark”). Therefore, MEK clearly intended the shipment of the infringing products described in the Bill of Lading to be delivered to New Jersey. That the shipment of accused products described by the Bill of Lading ultimately ended up in Illinois is highly unlikely.6 b. MEK Had a Reasonable Expectation that the Accused Products Were to be Marketed to the Forum In a similar case, Vishay Dale, the court denied a motion to dismiss for lack of personal jurisdiction, even though there was no evidence of any actual shipment or sales of the infringing product into Nebraska, the forum state. There the court held that it was sufficient to establish personal jurisdiction that the defendant “voluntarily placed allegedly infringing articles into the stream of commerce through sales to a distributor, with the reasonable expectation that the products were to be advertised and sold throughout the Midwest, if not throughout the country.” Vishay Dale Elecs., Inc., 2008 WL 281686 at *3-*4. Here, MEK has engaged in similar activity, and therefore, its motion should be denied. In Vishay Dale, the plaintiff alleged that a Japanese-based parent company of the defendant was conducting business in the United States through defendant by, inter alia, shipping accused products into the United States from Japan and selling the products to an out- 6 Indeed, it is unclear what corporate functions MEK fulfills in Illinois. As stated, the address of the registered agent, Mr. Liu, appears to be a residential address. LaSala Cert. at Ex. D (Dec. 20, 2016 email from Osojnak to Delphry). Moreover, in addition to serving as the registered agent, Mr. Liu also serves as MEK’s president and secretary. LaSala Cert. at Ex. B (showing a report on MEK’s status as a corporation in Illinois). Furthermore, MEK has only a “virtual office” in Illinois. Case 2:16-cv-09322-SDW-LDW Document 8 Filed 01/23/17 Page 17 of 26 PageID: 99 13 of-state, third-party distributor who solicited business in the forum state.7 Id. at *1-*3. The defendant moved to dismiss for lack of personal jurisdiction, or alternatively, to transfer venue, and argued that it lacked sufficient minimum contacts in Nebraska. Id. In support, the defendant submitted an affidavit showing that it “has no offices, inventory or employees in Nebraska [and] that it does not advertise in Nebraska or ship products to Nebraska.” Id. at *1. The defendant further argued that it did not “in any way direct subsequent sales of the products by [the out-of-state, third-party distributor].” Id. at *1-*3 (internal quotations omitted). The district court rejected the defendant’s argument and held that the defendant “purposefully directed its activities at the residents of [Nebraska] through its distributorship arrangement” as the distributor shipped catalogues to the state, allowed the infringing products to be purchased from a website accessible in Nebraska, and set up delivery in Nebraska in response to plaintiff’s telephone order. Id. at *1, *3-*4. The facts in the instant case are very similar to those in Vishay Dale. As an initial matter, the aforementioned Bill of Lading shows that the infringing products are actually entering New Jersey at the direction of MEK. LaSala Cert at Ex. L (Bill of Lading). Accordingly, MEK has, just as the Vishay Dale defendant, “voluntarily placed” the products “into the stream of commerce” and, therefore, must have a “reasonable expectation” that the accused products were to be sold throughout the country, including in New Jersey. Vishay Dale Elecs., Inc., 2008 WL 281686 at *3-*4. Moreover, MEK has submitted an affidavit making similar claims as made by the defendant in Vishay Dale, alleging that MEK has “no offices, facilities, agents, or employees, 7 Importantly, the Japanese parent corporation identified one of the defendants as performing only a “sales and marketing” function. Vishay Dale Elecs., Inc., 2008 WL 281686 at *1. Case 2:16-cv-09322-SDW-LDW Document 8 Filed 01/23/17 Page 18 of 26 PageID: 100 14 nor any contacts” in New Jersey and that it has never shipped products into New Jersey. D.E. 5- 1, ¶¶ 7, 9; see Vishay Dale Elecs., Inc., 2008 WL 281686 at *1. In further similarity, both MEK and the Vishay Dale defendant claimed that they have no distributor located in the state. D.E. 5- 1 at ¶ 8; Vishay Dale Elecs., Inc., 2008 WL 281686 at *1-*3 (stating defendant’s only distributor was located out of state). However, MEK, which claims to have a “worldwide distribution network” that can service a “wide variety of markets,” may very well solicit business from New Jersey itself.8 LaSala Cert. at Ex. M (pdf of www.mekchem.com/index.php/about-us). Further, because at least some of MEK’s sales of the accused product may pass through a third-party such as a distributor or retailer, as was the case with the Vishay Dale defendant’s distribution channel, the exercise of personal jurisdiction is proper as these third-parties almost certainly solicit business from the forum state.9 Vishay Dale Elecs., Inc., 2008 WL 281686 at *1, *3-*4. Accordingly, personal jurisdiction is proper under the holding of Vishay Dale because MEK has placed the infringing product into the stream of commerce, understanding that the products were likely to end up in New Jersey, and has likely been involved with at least the solicitation of business in the forum state even if it has not directly exerted any control over the actual solicitation. See id. 2. Honeywell’s Claims Against MEK Arise Out of its Activities in New Jersey In this case, MEK’s shipment of the accused product and other activities in New Jersey clearly give rise to the cause of action. D.E. 1 at ¶¶ 17-18. The Federal Circuit has held that “when the cause of action at issue arises out of or relates to [the defendant’s contacts with the 8 Honeywell expects jurisdictional discovery will provide additional evidence of this. 9 Again, Honeywell expects that jurisdictional discovery will lead to more information regarding this point. Case 2:16-cv-09322-SDW-LDW Document 8 Filed 01/23/17 Page 19 of 26 PageID: 101 15 forum], a court may properly assert personal jurisdiction.” Colida v. LG Elecs., Inc., 77 F. App’x 523, 525 (Fed. Cir. 2003) (quoting Red wing Shoe v. Hockerson-Halberstadt, Inc., 148 F.3d 1355, 1358 (Fed. Cir. 1998) (internal quotations omitted)). Indeed, the above-referenced Bill of Lading shows that the accused product was imported into Newark, and Honeywell’s claim for infringement is based, in part, on MEK’s importation of HFC-245fa into the United States. LaSala Cert. at Ex. L (Bill of Lading); D.E. 1 at ¶¶ 17-18; 28 U.S.C. § 271(g).10 Accordingly, this part of the Federal Circuit’s test is satisfied. 3. The Assertion of Personal Jurisdiction Over MEK is Reasonable and Fair in this Case Because Honeywell has shown that MEK has purposefully directed its activities towards New Jersey and that MEK’s actions gave rise to the instant claims, MEK bears the burden of proving that the exercise of personal jurisdiction is unreasonable and unfair in this case. See Akro Corp. v. Luker, 45 F.3d 1541, 1549 (Fed. Cir. 1995). MEK has failed to meet this burden as it is required to “present a compelling case that the presence of some other considerations would render jurisdiction unreasonable.” Burger King Corp. v. Rudzewicz, 471 U.S. 462, 477 (1985). Indeed, MEK’s only arguments in its motion are related to the first two parts of the test, which, as Honeywell has shown, have been met. D.E. 5-2 at 10-11. For example, MEK cites Corigliano v. Classic Motor, Inc., for the proposition that the first two prongs of the test have not been met. Corigliano, however, is inapposite. In that case, the dispute centered around a car the 10 The Bill of Lading identifies the shipped product as MK422 (1,1,1,3,3- PERFLUOROPROPANE) CLASS:2.2 UN NO:3163. However, that is not the correct chemical nomenclature, and Honeywell believes that the correct chemical is 1,1,1,3,3-Pentafluoropropane (HFC-245fa). Honeywell also notes that based on MEK’s website, MEK does not list perfluoropropane as a product, but does list “Pentafluoropropane, 1,1,1,3,3.” LaSala Cert. at Ex. P (pdf of www.mekchem.com/index.php/products, accessed January 9, 2017). Case 2:16-cv-09322-SDW-LDW Document 8 Filed 01/23/17 Page 20 of 26 PageID: 102 16 plaintiff purchased from the defendant - a California car dealership. Corigliano v. Classic Motor, Inc., 611 F. App’x 77, 78 (3d Cir. 2015). The plaintiff filed a complaint in the District of New Jersey, but failed to provide any evidence that the defendant had any purposeful contact with the state. Indeed, the car never even entered the state of New Jersey. Id. at 81. Here, Honeywell has set forth evidence showing that the infringing products were imported into New Jersey and has explained that MEK purposefully targeted the state. See supra Section IV(A). Accordingly, MEK utterly fails to make any additional argument that would suggest that the Court’s exercise of personal jurisdiction would not be reasonable. B. Venue is Proper in New Jersey Under Both 28 U.S.C. §§ 1391 and 1400(b) Because Honeywell has shown that this Court can properly exercise personal jurisdiction over MEK, MEK’s “venue point is a non-issue [as v]enue in a patent action against a corporate defendant exists wherever there is personal jurisdiction.” VE Holding Corp., 917 F.2d at 1583. In any event, venue is proper in this Court under both § 1391 and § 1400(b). 1. Venue is Proper in this Court Under 28 U.S.C. § 1391 As stated, 28 U.S.C. § 1391(c) states that, for the purposes of venue, a corporate defendant resides in any judicial district that has personal jurisdiction over the defendant. 28 U.S.C. § 1391(c). Accordingly, 28 U.S.C. § 1391(b)(1) is to be read to state that venue is proper in any judicial district where the defendant is subject to personal jurisdiction. 28 U.S.C. §§ 1391(b)(1) & (c). Here, Honeywell has shown that this Court can properly exercise personal jurisdiction over MEK. See supra Section IV(A). Therefore, venue is also proper in this Court in accordance with 28 U.S.C. §§ 1391(b)(1) and (c). See In re TC Heartland LLC, 821 F.3d at 1341-43; VE Holding Corp, 917 F.2d at 1576. Similar reasoning leads to the conclusion that venue is proper in New Jersey under 28 U.S.C. § 1391(b)(3). This subsection states that venue is proper in any court in which the Case 2:16-cv-09322-SDW-LDW Document 8 Filed 01/23/17 Page 21 of 26 PageID: 103 17 defendant is subject to personal jurisdiction. See PNY Techs., Inc. v. Miller, Kaplan, Arase & Co., LLP, No. CIV.A. 14-4150 ES, 2015 WL 1399199, at *13 (D.N.J. Mar. 24, 2015) (stating that § 1391(b)(3) does not apply in a scenario in which “there is a venue where the claim could be brought”); 28 U.S.C. § 1391(b)(3). Here, Honeywell has shown that this Court can properly exercise personal jurisdiction over MEK. See supra Section IV(A).11 28 U.S.C. § 1391(c)(2) demands a result that is the same as that articulated with respect to 28 U..C. §§ 1391(c)(1) and (c)(3). In particular, 28 U.S.C. § 1391(c)(2) leads to the conclusion that venue is proper in New Jersey as “a substantial part of the events giving rise to the claim” have been occurring in New Jersey. 28 U.S.C. § 1391(c)(2). This means that venue is proper at least where the infringement of Honeywell’s patent occurred. See Weber v. Basic Comfort Inc., 155 F. Supp. 2d 283, 284 (E.D. Pa. 2001) (granting a motion to transfer because, inter alia, the patent infringement occurred in the transferee district); see also Spectathlete P’ship v. Rhubarb Sports, Ltd., No. CIV. A. 93-4294, 1993 WL 524151, at *2 (E.D. Pa. Dec. 14, 1993) (finding that venue was proper where the infringement of plaintiff’s trademark occurred). Here, at least one of MEK’s infringing activities - importing the infringing products - occurred in New Jersey. LaSala Cert. at Ex. L (Bill of Lading). 2. Venue is Proper in this Court Under 28 U.S.C. § 1400(b) 28 U.S.C. § 1400(b) lays out two tests for determining venue in a patent infringement action. Venue is proper (1) where the defendant resides, or (2) “where the defendant has 11 Honeywell notes that MEK’s Motion provides no affirmative statement identifying the jurisdiction in which personal jurisdiction and venue are proper nor does it ask the Court to, as an alternative to granting its motion, transfer the case to a different jurisdiction. Given Honeywell’s observations regarding MEK’s corporate presence in Illinois, the state in which it is incorporated, MEK’s Motion appears to imply that it is not subject to suit anywhere in the United States. Case 2:16-cv-09322-SDW-LDW Document 8 Filed 01/23/17 Page 22 of 26 PageID: 104 18 committed acts of infringement and has a regular and established place of business.” 28 U.S.C. § 1400(b); VE Holding Corp., 917 F.2d at 1576. The Federal Circuit has held that a defendant “resides,” and therefore venue is proper under § 1400(b), in any judicial district that can exercise personal jurisdiction over the defendant. In re TC Heartland LLC, 821 F.3d at 1341-43 (citing VE Holding Corp., 917 F.2d at 1576). Here, Honeywell has shown that this Court can properly exercise personal jurisdiction over MEK. See supra Section IV(A). Therefore, venue is also proper in this Court in accordance with 28 U.S.C. § 1400(b).12 C. Honeywell is Entitled to Jurisdictional Discovery Honeywell believes that it has established a prima facie case for jurisdiction and venue such that MEK’s motion should be denied. However, in the alternative, and to the extent that this Court believes that additional evidence of MEK’s contacts with New Jersey is necessary, Honeywell requests the opportunity to seek jurisdictional discovery. Honeywell’s request should be granted because Honeywell has set forth factual allegations that suggest, with more than “reasonable particularity,” the existence of sufficient contacts between MEK and New Jersey. See Toys “R” Us, Inc. v. Step Two, S.A., 318 F.3d 446, 456 (3d Cir. 2003). Honeywell has articulated several means by which MEK has targeted New Jersey, and, therefore, discovery should be permitted because Honeywell’s claim is well-reasoned and 12 As to the second test set out by § 1400, Honeywell has shown that at least part of its claims of infringement against MEK have been carried out in New Jersey. See supra Section IV(A). However, Honeywell cannot, at this time, make any definitive statement as to whether MEK has a “regular and established place of business” in New Jersey given that the “regular and established place of business” requirement contemplates more significant interaction with the forum than the minimum contacts required to meet the rigors of the personal jurisdiction inquiry. MAGICorp. v. Kinetic Presentations, Inc., 718 F.Supp. 334, 340 (D.N.J.1989). Honeywell expects that jurisdictional discovery will provide more evidence as to MEK’s activities in New Jersey. Case 2:16-cv-09322-SDW-LDW Document 8 Filed 01/23/17 Page 23 of 26 PageID: 105 19 certainly not “clearly frivolous.” Id. (internal quotations omitted). Indeed, district courts in New Jersey have granted a plaintiff’s request for jurisdictional discovery even where the plaintiff has presented much more limited evidence than the evidence Honeywell has presented here. For example, in Int’l Playthings LLC v. Toy Teck Ltd., LLC, the court granted the plaintiff jurisdictional discovery even though the only evidence the plaintiff provided as its basis for personal jurisdiction was that the defendant aired an infringing advertisement nationwide, including in New Jersey. No. CIV. 2:11-6832 KM, 2013 WL 8184357, at *4 (D.N.J. July 23, 2013). MEK’s website and the statements made therein would alone satisfy the holding of Int'l Playthings. Further, in SoftwareArt Corp. v. Gopalakrishnan, No. CIV. 07-4755(GEB), the court granted the plaintiff jurisdictional discovery where the only concrete, relevant evidence plaintiff produced was email, telephone, and regular mail correspondence between defendant and contacts in New Jersey. 2008 WL 2876395, at *3 (D.N.J. July 22, 2008). 13 The Bill of Lading obtained by Honeywell provides much stronger evidence of MEK’s purposeful contacts with New Jersey than existed in Int’l Playthings and SoftwareArt, two cases where jurisdictional discovery was allowed. Moreover, the fact that very little public information regarding MEK’s activities is available underscores Honeywell’s need for jurisdictional discovery should the Court determine that the evidence presented so far by Honeywell is not sufficient. 13 The plaintiff also claimed that the defendant sent consultants to New Jersey, but the court stated that the record was “not clear regarding whether these contacts are related to one of Plaintiffs’ causes of action.” SoftwareArt Corp. v. Gopalakrishnan, No. CIV. 07-4755(GEB), 2008 WL 2876395, at *3 (D.N.J. July 22, 2008) Case 2:16-cv-09322-SDW-LDW Document 8 Filed 01/23/17 Page 24 of 26 PageID: 106 20 V. Conclusion For the foregoing reasons, Honeywell respectfully requests the Court deny MEK’s Motion to Dismiss or, in the alternative, grant Honeywell’s request to propound discovery upon MEK. Dated: January 23, 2017 McElroy, Deutsch, Mulvaney & Carpenter LLP /s/ Joseph P. LaSala Joseph P. LaSala 1300 Mount Kemble Ave P.O. Box 2075 Morristown, New Jersey 07962-2075 Tel: 973-993-8100 Fax: 973-425-0161 jlasala@mdmc-law.com ALSTON & BIRD LLP Bruce J. Rose 101 S. Tryon Street, Suite 4000 Charlotte, NC 28280-4000 Tel: 704-444-1000 Fax: 704-444-1111 bruce.rose@alston.com Attorneys for Plaintiff Honeywell International, Inc. Case 2:16-cv-09322-SDW-LDW Document 8 Filed 01/23/17 Page 25 of 26 PageID: 107 21 Case 2:16-cv-09322-SDW-LDW Document 8 Filed 01/23/17 Page 26 of 26 PageID: 108 Joseph P. La Sala, Esq. William F. O’Connor, Jr., Esq. McELROY, DEUTSCH, MULVANEY & CARPENTER, LLP 1300 Mount Kemble Avenue P.O. Box 2075 Morristown, New Jersey 07962-2075 (973) 993-8100 Attorneys for Plaintiff, Honeywell International, Inc. UNITED STATES DISTRICT COURT DISTRICT OF NEW JERSEY HONEYWELL INTERNATIONAL INC., Plaintiff, v. MEK CHEMICAL CORP., Defendant. CIVIL ACTION NO.: 2:16-CV-09322- SDW-LDW CERTIFICATE OF SERVICE I, Joseph P. LaSala, of full age, hereby declare under penalty of perjury as follows: 1. I am a member of the law firm of McElroy, Deutsch, Mulvaney & Carpenter, LLP, attorneys for plaintiff, Honeywell International, Inc. (“Plaintiff”). I am one of the attorneys responsible for handling this matter, and, as such, I have personal knowledge of the facts set forth herein. 2. On January 23, 2017, this office caused to be filed electronically with the United States District Court for the District of New Jersey the following: (a) Plaintiff’s Memorandum of Law in Opposition to MEK Chemical’s Motion to Motion to Dismiss for Lack of Personal Jurisdiction Case 2:16-cv-09322-SDW-LDW Document 8-1 Filed 01/23/17 Page 1 of 2 PageID: 109 pursuant to Rule 12(b)(2) and Improper Venue pursuant to Rule 12(b)(3); (b) Declaration of Sanjeev Rastogi, with exhibits; (c) Certification of Joseph P. LaSala, Esq., with exhibits; (d) Proposed Order; (e) Certification of Electronic Filing and Service. 3. The foregoing documents were also served this day, via ECF, upon: Michael J. Leegan Goldberg Segalla 902 Carnegie Center Suite 100 Princeton, NJ 08540 609-986-1300 Fax: 609-986-1301 Email: mleegan@goldbergsegalla.com 4. Two courtesy copies of these documents were sent by regular mail to the Honorable Susan D. Wigenton, U.S.D.J. I certify that the foregoing statements made by me are true, and if any of the foregoing statements made by me are willfully false, I am subject to punishment. Dated: January 23, 2017 By: /s/ Joseph P. LaSala Joseph P. LaSala Case 2:16-cv-09322-SDW-LDW Document 8-1 Filed 01/23/17 Page 2 of 2 PageID: 110 Joseph P. LaSala, Esq. McELROY, DEUTSCH, MULVANEY & CARPENTER, LLP 1300 Mount Kemble Avenue P.O. Box 2075 Morristown, New Jersey 07962-2075 (973) 993-8100 Attorneys for Plaintiff, Honeywell International, Inc. UNITED STATES DISTRICT COURT DISTRICT OF NEW JERSEY HONEYWELL INTERNATIONAL INC., Plaintiff, v. MEK CHEMICAL CORP., Defendant. CIVIL ACTION NO.: 2:16-CV-09322- SDW-LDW JURY TRIAL DEMANDED CERTIFICATION OF COUNSEL IN SUPPORT OF PLAINTIFF HONEYWELL INTERNATIONAL'S MEMORANDUM OF LAW IN SUPPORT OF PLAINTIFF HONEYWELL INTERNATIONAL INC.’S OPPOSITION TO DEFENDANT’S MOTION TO DISMISS, PRESENTING DEFENSES OF LACK OF PERSONAL JURISDICTION UNDER RULE 12(B)(2) AND OF IMPROPER VENUE UNDER RULE 12(B)(3) I, JOSEPH P. LASALA, ESQ., of full age, hereby certify as follows: 1. I am an attorney-at-law duly admitted to practice in the State of New Jersey and a partner with the law firm of McElroy, Deutsch, Mulvaney & Carpenter, LLP, attorneys for defendant Honeywell International Inc. (“Honeywell”) in the above- captioned matter. Case 2:16-cv-09322-SDW-LDW Document 8-2 Filed 01/23/17 Page 1 of 3 PageID: 111 2. I submit this Certification in support of Plaintiff Honeywell International’s Memorandum of Law in Support of Plaintiff Honeywell International Inc.’s Opposition to Defendant’s Motion to Dismiss, Presenting Defenses of Lack of Personal Jurisdiction Under Rule 12(B)(2) and of Improper Venue Under Rule 12(B)(3). 3. Attached hereto as Exhibit “A” is a true and accurate copy of the Declaration of Sanjeev Rastogi. 4. Attached hereto as Exhibit “B” is a true and accurate copy of the Corporation File Detail Report of MEK Chemical Corporation from the Office of the Illinois Secretary of State. 5. Attached hereto as Exhibit “C” is a true and accurate copy of a relevant Dun & Bradstreet report of MEK Chemical. 6. Attached hereto as Exhibit “D” is a true and accurate copy of a December 20, 2016 email between Jacob Osojnak and Tasneem Dharamsi Delphry. 7. Attached hereto as Exhibit “E” is a true and accurate copy of a December 21, 2016 email between Jacob Osojnak and Tasneem Dharamsi Delphry. 8. Attached hereto as Exhibit “F” is a true and accurate copy of a December 21, 2016 email between Jacob Osojnak and Tasneem Dharamsi Delphry. 9. Attached hereto as Exhibit “G” is a true and accurate copy of a December 23, 2016 email between Jacob Osojnak and Tasneem Dharamsi Delphry. 10. Attached hereto as Exhibit “H” is a true and accurate copy of a December 26, 2016 email between Jacob Osojnak and Tasneem Dharamsi Delphry. 11. Attached hereto as Exhibit “I” is a true and accurate copy of a December 27, 2016 email between Jacob Osojnak and Tasneem Dharamsi Delphry Case 2:16-cv-09322-SDW-LDW Document 8-2 Filed 01/23/17 Page 2 of 3 PageID: 112 12. Attached hereto as Exhibit “J” is a true and accurate copy of a January 10, 2017 letter from Bruce J. Rose to Vangelis Economou. 13. Attached hereto as Exhibit “K” is a true and accurate copy of a January 11, 2017 letter from Vangelis Economou to Bruce J. Rose. 14. Attached hereto as Exhibit “L” is a true and accurate copy of a Bill of Lading from PIERS.com. 15. Attached hereto as Exhibit “M” is a true and accurate copy of a pdf of the “About Us” page of MEK Chemical Corp.’s website. 16. Attached hereto as Exhibit “N” is a true and accurate copy of MEK Chemical Corp.’s Notice of Motions for Sanctions Pursuant to FRCP Rule 11. 17. Attached hereto as Exhibit “O” is a true and accurate copy of MEK Chemical Corp.’s Memorandum of Law in Support of Defendant’s Notice of Motion for Sanctions Pursuant to FRCP Rule 11. 18. Attached hereto as Exhibit “P” is a true and accurate copy of a pdf of the “Products” page of MEK Chemical Corp.’s website. I certify that all of the foregoing statements made by me are true. I am aware that if any of the foregoing statements made by me are knowingly or intentionally false, I am subject to punishment. By: s/ Joseph P. LaSala__________ Joseph P. LaSala Dated: January 23, 2017 Case 2:16-cv-09322-SDW-LDW Document 8-2 Filed 01/23/17 Page 3 of 3 PageID: 113 IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW JERSEY HONEYWELL INTERNATIONAL INC., Plaintiff, v. MEK CHEMICAL CORP., Defendant. CIVIL ACTION NO.: 2:16-CV-09322- SDW-LDW PROPOSED ORDER ORDER DENYING MEK CHEMICAL’S MOTION TO DISMISS FOR LACK OF PERSONAL JURISDICTION PURUSANT TO RULE 12(b)(2) AND IMPROPER VENUE PURSUANT TO RULE 12(b)(3) THIS MATTER having come before the Court on the motion by Defendant MEK Chemical Corporation, to dismiss Plaintiff Honeywell International, Inc.’s Complaint for lack of personal jurisdiction pursuant to Rule 12(b)(2) and for improper venue pursuant to Rule 12(b)(3); and the Court having considered the papers submitted in support thereof; and for the reasons set forth on the record; IT IS on this _______ day of _________________, 2017, ORDERED that MEK Chemical Corporation’s motion to dismiss pursuant to Rules 12(b)(2) and 12(b)(3) is hereby DENIED. ______________________________ Case 2:16-cv-09322-SDW-LDW Document 8-3 Filed 01/23/17 Page 1 of 1 PageID: 114 Exhibit A Case 2:16-cv-09322-SDW-LDW Document 8-4 Filed 01/23/17 Page 1 of 4 PageID: 115 UNITED STATES DISTRICT COURT DISTRICT OF NEW JERSEY HONEYWELL INTERNATIONAL INC., Plaintiff, v. MEK CHEMICAL CORP., Defendant. CIVIL ACTION NO.: 2:16-CV-09322- SDW-LDW JURY TRIAL DEMANDED DECLARATION OF SANJEEV RASTOGI I, Sanjeev Rastogi, declare as follows: 1. I am the Director of Performance Materials and Technologies at Honeywell International Inc. (“Honeywell”), which manufactures and, among other things, fluorocarbon materials such as sells HFC-245fa, which is at issue in this action. 2. As part of my role at Honeywell, I am responsible for the global business strategy and marketing, including tracking shipments of competitive shipments globally. The facts set forth herein are based on my personal knowledge. 3. Honeywell, as a manufacturer of HFC-245fa, sells the product primarily to distributors who then eventually sell the product to the end user. 4. On or about October 15th, 2015, Honeywell searched The Port Import and Export Reporting Service database, known as PIERS, for shipments received by MEK Chemical Corp. (“MEK”) in the United States. As a result of this search, we located a Bill of Lading, which is Exhibit L to Honeywell’s Memorandum of Law filed concurrently herewith. This Bill of Lading shows that MEK was the “consignee” of a shipment shown in Exhibit L. Case 2:16-cv-09322-SDW-LDW Document 8-4 Filed 01/23/17 Page 2 of 4 PageID: 116 - 2 - This Bill of Lading further shows that this shipment was delivered to Newark, New Jersey on September 24, 2015. 5. In a January 11, 2017 letter to Honeywell, MEK’s counsel represented that “[a]ny transport of goods in 2015 indeed at any time was made directly to MEK in Illinois” and that MEK “took possession [of the goods] in Illinois.” Ex. K, January 11, 2017 ltr from Economou to Rose. Based on my experience with domestic and international shipment of goods, I believe the representation made by MEK’s counsel is inaccurate. Any shipment coming from China with a destination of Illinois would most likely have a “U.S. Destination” of Los Angeles or some other port on the west coast of US or Canada and not Newark as the Bill of Lading reflects. This is because a shipment to Newark from China would need to pass through the Panama Canal and then travel north to Newark, whereas a shipment to Los Angeles (and then by rail to Illinois) would be considerably less expensive. 6. I declare under penalty of perjury that the foregoing is true and correct. Case 2:16-cv-09322-SDW-LDW Document 8-4 Filed 01/23/17 Page 3 of 4 PageID: 117 - 3 - Executed on January 23rd, 2017 Sanjeev Rastogi Case 2:16-cv-09322-SDW-LDW Document 8-4 Filed 01/23/17 Page 4 of 4 PageID: 118 Exhibit B Case 2:16-cv-09322-SDW-LDW Document 8-5 Filed 01/23/17 Page 1 of 2 PageID: 119 1/13/2017 CORP/LLC - File Detail Report https://www.ilsos.gov/corporatellc/CorporateLlcController 1/1 CORPORATION FILE DETAIL REPORT File Number 68042364 Entity Name MEK CHEMICAL CORPORATION Status ACTIVE Entity Type CORPORATION Type of Corp DOMESTIC BCA Incorporation Date (Domestic) 07/26/2011 State ILLINOIS Agent Name BOTAO LIU Agent Change Date 10/12/2011 Agent Street Address 1674 HINTERLONG LN President Name & Address BOTAO LIU Agent City NAPERVILLE Secretary Name & Address BOTAO LIU Agent Zip 60563 Duration Date PERPETUAL Annual Report Filing Date 07/03/2016 For Year 2016 Return to the Search Screen Purchase Certificate of Good Standing (One Certificate per Transaction) OTHER SERVICES File Annual Report Adopting Assumed Name Articles of Amendment Effecting A Name Change Change of Registered Agent and/or Registered Office Address BACK TO CYBERDRIVEILLINOIS.COM HOME PAGE Case 2:16-cv-09322-SDW-LDW Document 8-5 Filed 01/23/17 Page 2 of 2 PageID: 120 Exhibit C Case 2:16-cv-09322-SDW-LDW Document 8-6 Filed 01/23/17 Page 1 of 13 PageID: 121 Live Report : MEK CHEMICAL CORPORATION D-U-N-S® Number: 05-541-2781 Endorsement/Billing Reference: elizabeth.whyte@alston.com D&B Address Address 4320 Winfield Rd Ste 200 Warrenville, IL, US - 60555 Phone NONE Fax Location Type Single Location Web Endorsement : elizabeth.whyte@alston. com Company Summary Currency: Shown in USD unless otherwise indicated PAYDEX® Trend Chart Detailed Trade Risk Insight™ Days Beyond Terms Past 3 Months There is not sufficient reporting trading activity to generate 3 months Days Beyond Terms (a minimum of 3 trade experiences from at least 2 suppliers Recent Derogatory Events Sep-16 Oct-16 Nov-16 Placed for Collection - - - Bad Debt Written Off - - - Total Amount Current & Past Due - 12 Month Trend D&B Company Overview This is a single location Chief Executive BOTAO LIU, PRES Year Started 2011 Employees 4 Financing SECURED SIC 5169 Line of business Whol chemicals/ products NAICS 424690 History Status CLEAR FirstRain Company News This Company is not currently tracked for Company News Powered by FirstRain Score Bar PAYDEX® Unavailable Commercial Credit Score Class Moderate to High Risk of severe payment delinquency. Financial Stress Score Class Moderate Risk of severe financial stress. Credit Limit - D&B Conservative 2,500.00 Based on profiles of other similar companies. D&B Rating -- Unavailable. Printed By:Elizabeth Whyte Date Printed:December 12, 2016 1 Case 2:16-cv-09322-SDW-LDW Document 8-6 Filed 01/23/17 Page 2 of 13 PageID: 122 D&B does not have enough information on this company to build a PAYDEX Trend Chart. Public Filings The following data includes both open and closed filings found in D&B's database on this company. Record Type Number ofRecords Most Recent Filing Date Bankruptcies 0 - Judgments 0 - Liens 0 - Suits 0 - UCCs 1 06/01/12 The public record items contained herein may have been paid, terminated, vacated or released prior to todays date. Predictive Scores Currency: Shown in USD unless otherwise indicated D&B Viability Rating Summary The D&B Viability Rating uses D&B's proprietary analytics to compare the most predictive business risk indicators and deliver a highly reliable assessment of the probability that a company will go out of business, become dormant/inactive, or file for bankruptcy/insolvency within the next 12 months. The D&B Viability Rating is made up of 4 components: Viability Score Compared to All US Businesses within the D&B Database: Level of Risk: Moderate Risk Businesses ranked 6 have a probability of becoming no longer viable: 13 % Percentage of businesses ranked 6: 30 % Across all US businesses, the average probability of becoming no longer viable: 14 % Portfolio Comparison Compared to All US Businesses within the same MODEL SEGMENT: Model Segment : Limited Trade Payments Level of Risk: Moderate Risk Businesses ranked 6 within this model segment have a probability of becoming no longer viable: 13 % Percentage of businesses ranked 6 with this model segment: 25 % Within this model segment, the average probability of becoming no longer viable: 11 % 2 Case 2:16-cv-09322-SDW-LDW Document 8-6 Filed 01/23/17 Page 3 of 13 PageID: 123 Data Depth Indicator Data Depth Indicator: Rich Firmographics Sparse Commercial Trading Activity No Financial Attributes Greater data depth can increase the precision of the D&B Viability Rating assessment. Company Profile Financial Data Trade Payments Company Size Years inBusiness Not Available Available (1-2Trade) Small Established Company Profile Details: Financial Data: Not Available Trade Payments: Available (1-2 Trade) Company Size: Small (Employees: <10 and Sales: <$10K or Missing) Years in Business: Established (5+) Credit Capacity Summary This credit rating was assigned because of D&B's assessment of the company's creditworthiness. For more information, see the D&B Rating Key D&B Rating : -- The blank rating symbol should not be interpreted as indicating that credit should be denied. It simply means that the information available to D&B does not permit us to classify the company within our rating key and that further enquiry should be made before reaching a decision. Some reasons for using a "-" symbol include: deficit net worth, bankruptcy proceedings, insufficient payment information, or incomplete history information. Below is an overview of the companys rating history since 02-15-2013 D&B Rating Date Applied -- 02-15-2013 Number of Employees Total: 4 Payment Activity: (based on 1 experiences) Highest Credit: 0 Total Highest Credit: 0 D&B Credit Limit Recommendation Conservative credit Limit 2,500 Aggressive credit Limit: 20,000 Risk category for this business : MODERATE The Credit Limit Recommendation (CLR) is intended to serve as a directional benchmark for all businesses within the same line of business or industry, and is not calculated based on any individual business. Thus, the CLR is intended to help guide the credit limit decision, and must be balanced in combination with other elements which reflect the individual company's size, financial strength, payment history, and credit worthiness, all of which can be derived from D&B reports. Risk is assessed using D&Bs scoring methodology and is one factor used to create the recommended limits. See Help for details. 3 Case 2:16-cv-09322-SDW-LDW Document 8-6 Filed 01/23/17 Page 4 of 13 PageID: 124 Financial Stress Class Summary The Financial Stress Score predicts the likelihood of a firm ceasing business without paying all creditors in full, or reorganization or obtaining relief from creditors under state/federal law over the next 12 months. Scores were calculated using a statistically valid model derived from D&Bs extensive data files. The Financial Stress Class of 3 for this company shows that firms with this class had a failure rate of 0.24% (24 per 10,000), which is lower than the average of businesses in D & B's database Financial Stress Class : Moderately lower than average risk of severe financial stress, such as a bankruptcy or going out of business with unpaid debt, over the next 12 months. Probability of Failure: Risk of Severe Financial Stress for Businesses with this Class: 0.24 % (24 per 10,000) Financial Stress National Percentile : 43 (Highest Risk: 1; Lowest Risk: 100) Financial Stress Score : 1469 (Highest Risk: 1,001; Lowest Risk: 1,875) Average Risk of Severe Financial Stress for Businesses in D&B database: 0.48 % ( 48 per 10,000) The Financial Stress Class of this business is based on the following factors: Limited time under present management control UCC Filings reported. Financial Stress Percentile Trend: Notes: The Financial Stress Class indicates that this firm shares some of the same business and financial characteristics of other companies with this classification. It does not mean the firm will necessarily experience financial stress. The Probability of Failure shows the percentage of firms in a given Class that discontinued operations over the past year with loss to creditors. The Probability of Failure - National Average represents the national failure rate and is provided for comparative purposes. The Financial Stress National Percentile reflects the relative ranking of a company among all scorable companies in D&Bs file. The Financial Stress Score offers a more precise measure of the level of risk than the Class and Percentile. It is especially helpful to customers using a scorecard approach to determining overall business performance. 4 Case 2:16-cv-09322-SDW-LDW Document 8-6 Filed 01/23/17 Page 5 of 13 PageID: 125 Norms National % This Business 43 Region: EAST NORTH CENTRAL 50 Industry: WHOLESALE 54 Employee range: 1-9 52 Years in Business: 3-5 39 This Business has a Financial Stress Percentile that shows: Higher risk than other companies in the same region. Higher risk than other companies in the same industry. Higher risk than other companies in the same employee size range. Lower risk than other companies with a comparable number of years in business. Credit Score Summary The Commercial Credit Score (CCS) predicts the likelihood of a business paying its bills in a severely delinquent manner (91 days or more past terms). The Credit Score class of 4 for this company shows that 9.4% of firms with this class paid one or more bills severely delinquent, which is lower than the average of businesses in D & B's database. Credit Score Class : Incidence of Delinquent Payment Among Companies with this Classification: 9.40 % Average compared to businesses in D&Bs database: 10.20 % Credit Score Percentile : 17 (Highest Risk: 1; Lowest Risk: 100) Credit Score : 469 (Highest Risk: 101; Lowest Risk:670) The Credit Score Class of this business is based on the following factors: No payment experiences reported Higher risk region based on delinquency rates for this region Limited time under present management control Higher risk industry based on delinquency rates for this industry Limited business activity signals reported in the past 12 months Credit Score Class Percentile Trend: 5 Case 2:16-cv-09322-SDW-LDW Document 8-6 Filed 01/23/17 Page 6 of 13 PageID: 126 Notes: The Commercial Credit Score Risk Class indicates that this firm shares some of the same business and financial characteristics of other companies with this classification. It does not mean the firm will necessarily experience severe delinquency. The Incidence of Delinquent Payment is the percentage of companies with this classification that were reported 91 days past due or more by creditors. The calculation of this value is based on D&B's trade payment database. The Commercial Credit Score percentile reflects the relative ranking of a firm among all scorable companies in D&B's file. The Commercial Credit Score offers a more precise measure of the level of risk than the Risk Class and Percentile. It is especially helpful to customers using a scorecard approach to determining overall business performance. Norms National % This Business 17 Region: EAST NORTH CENTRAL 54 Industry: WHOLESALE 54 Employee range: 1-9 66 Years in Business: 3-5 43 This business has a Credit Score Percentile that shows: Higher risk than other companies in the same region. Higher risk than other companies in the same industry. Higher risk than other companies in the same employee size range. Higher risk than other companies with a comparable number of years in business. Trade Payments 6 Case 2:16-cv-09322-SDW-LDW Document 8-6 Filed 01/23/17 Page 7 of 13 PageID: 127 Currency: Shown in USD unless otherwise indicated D&B PAYDEX® Timeliness of historical payments for this company. Current PAYDEX is Unavailable Industry Median is 80 Equal to generally within terms Payment Trend currently is Unavailable, compared to payments three months ago Indications of slowness can be the result of dispute over merchandise, skipped invoices etc. Accounts are sometimes placed for collection even though the existence or amount of the debt is disputed. Total payment Experiences in D&Bs File (HQ) 1 Payments Within Terms (not weighted) N/A Trade Experiences with Slow or Negative Payments(%) 0.00% Total Placed For Collection 0 High Credit Average N/A Largest High Credit 0 Highest Now Owing 0 Highest Past Due 0 D&B has not received a sufficient sample of payment experiences to establish a PAYDEX score.D&B receives nearly 400 million payment experiences each year. We enter these new and updated experiences into D&B Reports as this information is received. At this time, none of those experiences relate to this company. Payment Habits For all payment experiences within a given amount of credit extended, shows the percent that this Business paid within terms. Provides number of experiences to calculate the percentage, and the total credit value of the credit extended. $ Credit Extended # Payment Experiences Total Amount % of Payments Within Terms Over 100,000 0 0 0% 50,000-100,000 0 0 0% 15,000-49,999 0 0 0% 5,000-14,999 0 0 0% 1,000-4,999 0 0 0% Under 1,000 0 0 0% Based on payments collected over last 24 months. All Payment experiences reflect how bills are paid in relation to the terms granted. In some instances, payment beyond terms can be the result of disputes over merchandise, skipped invoices etc. Payment Summary There are 1 payment experience(s) in D&Bs file for the most recent 24 months, with 0 experience(s) reported during the last three month period. The highest Now Owes on file is 0 . The highest Past Due on file is 0 Below is an overview of the companys currency-weighted payments, segmented by its suppliers primary industries: 7 Case 2:16-cv-09322-SDW-LDW Document 8-6 Filed 01/23/17 Page 8 of 13 PageID: 128 Total Revd (#) Total Amts Largest High Credit Within Terms (%) Days Slow <31 31-60 61-90 90> (%) (%) Top Industries Other payment categories Cash experiences 1 0 0 Payment record unknown 0 0 0 Unfavorable comments 0 0 0 Placed for collections 0 N/A 0 Total in D&B's file 1 0 0 Accounts are sometimes placed for collection even though the existence or amount of the debt is disputed. Indications of slowness can be result of dispute over merchandise, skipped invoices etc. Detailed payment history for this company Date Reported (mm/yy) Paying Record High Credit Now Owes Past Due SellingTerms Last Sale Within (month) 07/16 (001) 0 0 0 Cash account 6-12 mos Payments Detail Key: 30 or more days beyond terms Payment experiences reflect how bills are paid in relation to the terms granted. In some instances payment beyond terms can be the result of disputes over merchandise, skipped invoices, etc. Each experience shown is from a separate supplier. Updated trade experiences replace those previously reported. Public Filings Currency: Shown in USD unless otherwise indicated Summary The following data includes both open and closed filings found in D&B's database on this company. Record Type # of Records Most Recent Filing Date Bankruptcy Proceedings 0 - Judgments 0 - Liens 0 - Suits 0 - UCCs 1 06/01/12 The following Public Filing data is for information purposes only and is not the official record. Certified copies can only be obtained from the official source. UCC Filings Collateral Inventory and proceeds - Account(s) and proceeds - Equipment and proceeds - General intangibles(s) and proceeds - and OTHERS Type Original Sec. Party LSQ FUNDING GROUP, L.C., MAITLAND, FL Debtor MEK CHEMICAL CORPORATION 8 Case 2:16-cv-09322-SDW-LDW Document 8-6 Filed 01/23/17 Page 9 of 13 PageID: 129 Filing No. 017328786 Filed With SECRETARY OF STATE/UCC DIVISION, SPRINGFIELD, IL Date Filed 2012-06-01 Latest Info Received 06/21/12 Government Activity Activity summary Borrower (Dir/Guar) NO Administrative Debt NO Contractor NO Grantee NO Party excluded from federal program(s) NO Possible candidate for socio-economic program consideration Labour Surplus Area N/A Small Business YES (2016) 8(A) firm N/A The details provided in the Government Activity section are as reported to Dun & Bradstreet by the federal government and other sources. History & Operations Currency: Shown in USD unless otherwise indicated Company Overview Company Name: MEK CHEMICAL CORPORATION Street Address: 4320 Winfield Rd Ste 200 Warrenville , IL 60555 Phone: NONE History Is clear Present management control 5 years History The following information was reported: 10/01/2016 Officer(s): BOTAO LIU, PRES DIRECTOR(S) : THE OFFICER(S) The Illinois Secretary of State's business registrations file showed that MEK Chemical Corporation was registered as a Corporation on July 26, 2011, under the file registration number 68042364. Business started 2011. 100% of capital stock is owned by Botao Liu. BOTAO LIU born 1961. 2011-present active here. 2005-2011 employed as a Sales Manager by Unistar Chemical Inc, Wheeling, IL. 1999-2005 employed as the President by Zuke Computer, Inc. Business Registration 9 Case 2:16-cv-09322-SDW-LDW Document 8-6 Filed 01/23/17 Page 10 of 13 PageID: 130 CORPORATE AND BUSINESS REGISTRATIONS REPORTED BY THE SECRETARY OF STATE OR OTHER OFFICIAL SOURCE AS OF Dec 07 2016 Registered Name: MEK CHEMICAL CORPORATION Business type: DOMESTIC CORPORATION Corporation type: PROFIT Date incorporated: Jul 26 2011 State of incorporation: ILLINOIS Filing date: Jul 26 2011 Registration ID: 68042364 Duration: PERPETUAL Status: GOOD STANDING Where filed: SECRETARY OF STATE/CORPORATIONS DIVISION , SPRINGFIELD , IL Registered agent: BOTAO LIU , 1674 HINTERLONG LN , NAPERVILLE , IL , 605630458 Agent appointed: Oct 12 2011 Principals: BOTAO LIU PRESIDENT BOTAO LIU SECRETARY Common stock: Authorized shares: 100,000 Operations 10/01/2016 Description: Wholesales chemicals or allied products, specializing in polyurethane products (100%). Terms are Net 30 days. Sells to manufacturers. Territory : International. Employees: 4 which includes officer(s). Facilities: Leases 1,700 sq. ft. in a single story concrete block building. Location: Suburban business section This address has entities that have been confirmed by D & B as high risk. Additionally this address is believed to be mail-drop location including a commercial mail receiving agency (CMRA) address and may be a virtual office/executive suite address. SIC & NAICS SIC: Based on information in our file, D&B has assigned this company an extended 8-digit SIC. D&B's use of 8-digit SICs enables us to be more specific about a company's operations than if we use the standard 4-digit code. The 4-digit SIC numbers link to the description on the Occupational Safety & Health Administration (OSHA) Web site. Links open in a new browser window. 5169 0801 Polyurethane products NAICS: 424690 Other Chemical and Allied Products Merchant Wholesalers Financials Company Financials: D&B Additional Financial Data 10 Case 2:16-cv-09322-SDW-LDW Document 8-6 Filed 01/23/17 Page 11 of 13 PageID: 131 AS of September 16, 2016, attempts to contact the management of this business have been unsuccessful. Outside sources confirmed operation and location. Request Financial Statements Request Financial Statements Requested financials are provided byMEK CHEMICAL CORPORATIONand are not DUNSRight certified. Key Business Ratios D & B has been unable to obtain sufficient financial information from this company to calculate business ratios. Our check of additional outside sources also found no information available on its financial performance. To help you in this instance, ratios for other firms in the same industry are provided below to support your analysis of this business. Based on this Number of Establishments 20 Industry Norms Based On 20 Establishments This Business Industry Median Industry Quartile Profitability Return on Sales % UN 3.0 UN Return on Net Worth % UN 24.0 UN Short-Term Solvency Current Ratio UN 2.4 UN Quick Ratio UN 1.9 UN Efficiency Assets to Sales % UN 32.2 UN Sales / Net Working Capital UN 6.7 UN Utilization Total Liabilities / Net Worth (%) UN 65.4 UN UN = Unavailable Detailed Trade Risk Insight™ Detailed Trade Risk Insight provides detailed updates on over 1.5 billion commercial trade experiences collected from more than 260 million unique supplier/purchaser relationships. There is not sufficient reported trading activity to generate 3 month Days Beyond Terms (a minimum of 3 trade experiences from at least 2 companies). There is not sufficient reported trading activity to generate 12 month Days Beyond Terms (a minimum of 3 trade experiences from at least 2 companies). Days Beyond Terms - Past 3 & 12 Months Derogatory Events Last 12 Months from Dec 15 to Nov 16 No Derogatory trade Event has been reported on this company for the past 13 Months Total Amount Current and Past Due - 12 month trend from Dec 15 to Nov 16 11 Case 2:16-cv-09322-SDW-LDW Document 8-6 Filed 01/23/17 Page 12 of 13 PageID: 132 Status Dec-15 Jan-16 Feb-16 Mar-16 Apr-16 May-16 Jun-16 Jul-16 Aug-16 Sep-16 Oct-16 Nov-16 Total 0 0 0 0 0 0 0 0 0 0 0 0 Current - - - - - - - - - - - - 1-30 Days Past Due - - - - - - - - - - - - 31-60 Days Past Due - - - - - - - - - - - - 61-90 Days Past Due - - - - - - - - - - - - 90+ Days Past Due - - - - - - - - - - - - This information may not be reproduced in whole or in part by any means of reproduction. © 2005-2016 Dun & Bradstreet, Inc. 12 Case 2:16-cv-09322-SDW-LDW Document 8-6 Filed 01/23/17 Page 13 of 13 PageID: 133 Exhibit D Case 2:16-cv-09322-SDW-LDW Document 8-7 Filed 01/23/17 Page 1 of 3 PageID: 134 1 From: JACOB OSOJNAK Sent: Tuesday, December 20, 2016 12:55 PM To: Delphry, Tasneem Subject: [ServeManager] Job #1156604 Update Attempted Serve JACOB OSOJNAK shared a service notification with you: Details Process Server: JACOB OSOJNAK ILLINOIS PRIVATE DETECTIVE LICENSE #115.002263 Date & Time: Dec 20, 2016, 11:54 am CST Service Type: Unsuccessful Attempt Description of Service: Address is a single-family home. No answer at door, no vehicles in driveway. Package at the door is addressed to Terry Chang. Service Address 1674 HINTERLONG LANE, NAPERVILLE, IL 60563 Job & Case Job: 1156604 Priority: Rush Recipient: MEK CHEMICAL CORPORATION Case: 2:16-CV-09322-SDW-LDW Plaintiff: HONEYWELL INTERNATIONAL INC. Defendant: MEK CHEMICAL CORPORATION Court: UNITED STATES DISTRICT COURT DISTRICT OF NEW JERSEY County: CAMDEN Case 2:16-cv-09322-SDW-LDW Document 8-7 Filed 01/23/17 Page 2 of 3 PageID: 135 2 Shared with you by: JACOB OSOJNAK GREAT LAKES PROFESSIONAL INVESTIGATIONS, LLC jacob@greatlakespi.com 844-457-4669 Case 2:16-cv-09322-SDW-LDW Document 8-7 Filed 01/23/17 Page 3 of 3 PageID: 136 Exhibit E Case 2:16-cv-09322-SDW-LDW Document 8-8 Filed 01/23/17 Page 1 of 3 PageID: 137 1 From: JACOB OSOJNAK Sent: Wednesday, December 21, 2016 9:14 AM To: Delphry, Tasneem Subject: [ServeManager] Job #1156604 Update Attempted Serve JACOB OSOJNAK shared a service notification with you: Details Process Server: JACOB OSOJNAK ILLINOIS PRIVATE DETECTIVE LICENSE #115.002263 Date & Time: Dec 21, 2016, 8:13 am CST Service Type: Unsuccessful Attempt Description of Service: Botao's wife says that he is out of town until Friday. Service Address 1674 HINTERLONG LANE, NAPERVILLE, IL 60563 Job & Case Job: 1156604 Priority: Rush Recipient: MEK CHEMICAL CORPORATION Case: 2:16-CV-09322-SDW-LDW Plaintiff: HONEYWELL INTERNATIONAL INC. Defendant: MEK CHEMICAL CORPORATION Court: UNITED STATES DISTRICT COURT DISTRICT OF NEW JERSEY County: CAMDEN Case 2:16-cv-09322-SDW-LDW Document 8-8 Filed 01/23/17 Page 2 of 3 PageID: 138 2 Shared with you by: JACOB OSOJNAK GREAT LAKES PROFESSIONAL INVESTIGATIONS, LLC jacob@greatlakespi.com 844-457-4669 Case 2:16-cv-09322-SDW-LDW Document 8-8 Filed 01/23/17 Page 3 of 3 PageID: 139 Exhibit F Case 2:16-cv-09322-SDW-LDW Document 8-9 Filed 01/23/17 Page 1 of 3 PageID: 140 1 From: JACOB OSOJNAK Sent: Wednesday, December 21, 2016 3:41 PM To: Delphry, Tasneem Subject: [ServeManager] Job #1160026 Update Attempted Serve JACOB OSOJNAK shared a service notification with you: Details Process Server: JACOB OSOJNAK ILLINOIS PRIVATE DETECTIVE LICENSE #115.002263 Date & Time: Dec 21, 2016, 2:35 pm CST Service Type: Non-Service Description of Service: Address is a Regus office. Per receptionist MEK Chemical has a virtual office here, not a physical one. Service Address 4320 WINFIELD RD SUITE 200, WARRENVILLE, IL 60556 Job & Case Job: 1160026 Recipient: MEK CHEMICAL CORPORATION Case: 2:16-CV-09322-SDW-LDW Plaintiff: HONEYWELL INTERNATIONAL INC. Defendant: MEK CHEMICAL CORPORATION Court: UNITED STATES DISTRICT COURT DISTRICT OF NEW JERSEY County: CAMDEN Case 2:16-cv-09322-SDW-LDW Document 8-9 Filed 01/23/17 Page 2 of 3 PageID: 141 2 Shared with you by: JACOB OSOJNAK GREAT LAKES PROFESSIONAL INVESTIGATIONS, LLC jacob@greatlakespi.com 844-457-4669 Case 2:16-cv-09322-SDW-LDW Document 8-9 Filed 01/23/17 Page 3 of 3 PageID: 142 Exhibit G Case 2:16-cv-09322-SDW-LDW Document 8-10 Filed 01/23/17 Page 1 of 3 PageID: 143 1 From: JACOB OSOJNAK Sent: Friday, December 23, 2016 8:31 PM To: Delphry, Tasneem Subject: [ServeManager] Job #1156604 Update Attempted Serve JACOB OSOJNAK shared a service notification with you: Details Process Server: JACOB OSOJNAK ILLINOIS PRIVATE DETECTIVE LICENSE #115.002263 Date & Time: Dec 23, 2016, 7:30 pm CST Service Type: Unsuccessful Attempt Description of Service: No answer at door. Lights were on inside, no movement was observed. Service Address 1674 HINTERLONG LANE, NAPERVILLE, IL 60563 Job & Case Job: 1156604 Priority: Rush Recipient: MEK CHEMICAL CORPORATION Case: 2:16-CV-09322-SDW-LDW Plaintiff: HONEYWELL INTERNATIONAL INC. Defendant: MEK CHEMICAL CORPORATION Court: UNITED STATES DISTRICT COURT DISTRICT OF NEW JERSEY County: CAMDEN Case 2:16-cv-09322-SDW-LDW Document 8-10 Filed 01/23/17 Page 2 of 3 PageID: 144 2 Shared with you by: JACOB OSOJNAK GREAT LAKES PROFESSIONAL INVESTIGATIONS, LLC jacob@greatlakespi.com 844-457-4669 Case 2:16-cv-09322-SDW-LDW Document 8-10 Filed 01/23/17 Page 3 of 3 PageID: 145 Exhibit H Case 2:16-cv-09322-SDW-LDW Document 8-11 Filed 01/23/17 Page 1 of 3 PageID: 146 1 From: JACOB OSOJNAK Sent: Monday, December 26, 2016 8:56 PM To: Delphry, Tasneem Subject: [ServeManager] Job #1156604 Update Attempted Serve JACOB OSOJNAK shared a service notification with you: Details Process Server: JACOB OSOJNAK ILLINOIS PRIVATE DETECTIVE LICENSE #115.002263 Date & Time: Dec 26, 2016, 7:55 pm CST Service Type: Unsuccessful Attempt Description of Service: Botao's son said that he isn't in right now. Gave him my card and asked that he have Botao call me to set a voluntary service. Service Address 1674 HINTERLONG LANE, NAPERVILLE, IL 60563 Job & Case Job: 1156604 Priority: Rush Recipient: MEK CHEMICAL CORPORATION Case: 2:16-CV-09322-SDW-LDW Plaintiff: HONEYWELL INTERNATIONAL INC. Defendant: MEK CHEMICAL CORPORATION Court: UNITED STATES DISTRICT COURT DISTRICT OF NEW JERSEY County: CAMDEN Case 2:16-cv-09322-SDW-LDW Document 8-11 Filed 01/23/17 Page 2 of 3 PageID: 147 2 Shared with you by: JACOB OSOJNAK GREAT LAKES PROFESSIONAL INVESTIGATIONS, LLC jacob@greatlakespi.com 844-457-4669 Case 2:16-cv-09322-SDW-LDW Document 8-11 Filed 01/23/17 Page 3 of 3 PageID: 148 Exhibit I Case 2:16-cv-09322-SDW-LDW Document 8-12 Filed 01/23/17 Page 1 of 2 PageID: 149 Delphry, Tasneem From: JACOB OSOJNAK Sent: Tuesday, December 27, 2016 12:57 PM To: Delphry, Tasneem Subject: RE: Service of MEK Dear Tasneem: Great news! I left my card yesterday and Mr. Liu just called agreed to be served at the home address between 1:00- 1:30PM this afternoon. Jacob Osojnak, PI Great Lakes Professional Investigations, LLC 50 South Main Street, Suite 200 Naperville IL 60540 250 Monroe Avenue NW, Suite 400 Grand Rapids, MI 49503 p 844-GLPI-NOW p 844-457-4669 PLEASE SEND ALL MAIL TO OUR NAPERVILLE OFFICE UNLESS INSTRUCTED OTHERWISE www.greatlakespi.com Case 2:16-cv-09322-SDW-LDW Document 8-12 Filed 01/23/17 Page 2 of 2 PageID: 150 Exhibit J Case 2:16-cv-09322-SDW-LDW Document 8-13 Filed 01/23/17 Page 1 of 7 PageID: 151 Case 2:16-cv-09322-SDW-LDW Document 8-13 Filed 01/23/17 Page 2 of 7 PageID: 152 Case 2:16-cv-09322-SDW-LDW Document 8-13 Filed 01/23/17 Page 3 of 7 PageID: 153 Case 2:16-cv-09322-SDW-LDW Document 8-13 Filed 01/23/17 Page 4 of 7 PageID: 154 Exhibit A Case 2:16-cv-09322-SDW-LDW Document 8-13 Filed 01/23/17 Page 5 of 7 PageID: 155 11/3/2016 TradeIntelligence@PIERS.com http://piersti.piers.com/module/search/viewProduct.do?productId=00000000000341334785&typeOfCargo=IMPORT&searchName=New%20Search&weightUnit… 1/2 Bill of Lading Detail Master | House Print Close Import Bill of Lading Detail : House Bill Shipper Consignee YANTAI BNC IMP EXP MEK CHEMICAL NO 150 CHANGJIANG ROAD ETDZ 4320 WINFIELD ROAD STE 200 YANTAI CITY CHINA YANTAI CITY CN WARRENVILLE IL60555 US Notify Party Also Notify ORDER ORDER PACKAGING INFORMATION Weight: 260.00 KG Measure: 2 X Quantity: 1 CTN TEUs: 0.17 SHIPMENT DETAIL Carrier: HYUNDAI Country of Origin: PEOPLES REP OF CHINA SCAC: VGLT Coastal Region: East Coast Vessel: HYUNDAI DYNASTY Port of Arrival: 4601 - NEW YORK Voyage: 042E Port of Departure: 57035 - SHANGHAI Bill of Lading Number: VGLTUILE15060253 U.S. Destination: NEWARK Pre Carrier: SHANGHAI Final Destination: IMO Number: 9347578 Mode of Transport: 11 Inbond Code: 0 Arrival Date: 09/24/2015 Estimated Value: $2,935.92 AMS COMMODITIES Container Qty Description HDMU2559263 1 • MK422 (1,1,1,3,3-PERFLUOROPROPANE) CLASS:2.2 UN NO:3163 Marks & Numbers Container Marks & Numbers HDMU2559263 • NO MARKSNO MARKS PIERS Commodity Description Qty Units PIERS Commodity Description HS Code JOC Code 1 CTN MK 847989 6785000 Case 2:16-cv-09322-SDW-LDW Document 8-13 Filed 01/23/17 Page 6 of 7 PageID: 156 11/3/2016 TradeIntelligence@PIERS.com http://piersti.piers.com/module/search/viewProduct.do?productId=00000000000341334785&typeOfCargo=IMPORT&searchName=New%20Search&weightUnit… 2/2 * * * Data available via a different service level. © 2013 JOC Group Inc. Case 2:16-cv-09322-SDW-LDW Document 8-13 Filed 01/23/17 Page 7 of 7 PageID: 157 Exhibit K Case 2:16-cv-09322-SDW-LDW Document 8-14 Filed 01/23/17 Page 1 of 3 PageID: 158 Case 2:16-cv-09322-SDW-LDW Document 8-14 Filed 01/23/17 Page 2 of 3 PageID: 159 Case 2:16-cv-09322-SDW-LDW Document 8-14 Filed 01/23/17 Page 3 of 3 PageID: 160 Exhibit L Case 2:16-cv-09322-SDW-LDW Document 8-15 Filed 01/23/17 Page 1 of 3 PageID: 161 11/3/2016 TradeIntelligence@PIERS.com http://piersti.piers.com/module/search/viewProduct.do?productId=00000000000341334785&typeOfCargo=IMPORT&searchName=New%20Search&weightUnit… 1/2 Bill of Lading Detail Master | House Print Close Import Bill of Lading Detail : House Bill Shipper Consignee YANTAI BNC IMP EXP MEK CHEMICAL NO 150 CHANGJIANG ROAD ETDZ 4320 WINFIELD ROAD STE 200 YANTAI CITY CHINA YANTAI CITY CN WARRENVILLE IL60555 US Notify Party Also Notify ORDER ORDER PACKAGING INFORMATION Weight: 260.00 KG Measure: 2 X Quantity: 1 CTN TEUs: 0.17 SHIPMENT DETAIL Carrier: HYUNDAI Country of Origin: PEOPLES REP OF CHINA SCAC: VGLT Coastal Region: East Coast Vessel: HYUNDAI DYNASTY Port of Arrival: 4601 - NEW YORK Voyage: 042E Port of Departure: 57035 - SHANGHAI Bill of Lading Number: VGLTUILE15060253 U.S. Destination: NEWARK Pre Carrier: SHANGHAI Final Destination: IMO Number: 9347578 Mode of Transport: 11 Inbond Code: 0 Arrival Date: 09/24/2015 Estimated Value: $2,935.92 AMS COMMODITIES Container Qty Description HDMU2559263 1 • MK422 (1,1,1,3,3-PERFLUOROPROPANE) CLASS:2.2 UN NO:3163 Marks & Numbers Container Marks & Numbers HDMU2559263 • NO MARKSNO MARKS PIERS Commodity Description Qty Units PIERS Commodity Description HS Code JOC Code 1 CTN MK 847989 6785000 Case 2:16-cv-09322-SDW-LDW Document 8-15 Filed 01/23/17 Page 2 of 3 PageID: 162 11/3/2016 TradeIntelligence@PIERS.com http://piersti.piers.com/module/search/viewProduct.do?productId=00000000000341334785&typeOfCargo=IMPORT&searchName=New%20Search&weightUnit… 2/2 * * * Data available via a different service level. © 2013 JOC Group Inc. Case 2:16-cv-09322-SDW-LDW Document 8-15 Filed 01/23/17 Page 3 of 3 PageID: 163 Exhibit M Case 2:16-cv-09322-SDW-LDW Document 8-16 Filed 01/23/17 Page 1 of 3 PageID: 164 1/15/2017 About Us http://www.mekchem.com/index.php/about-us 1/2 Home About Us Products Media Center Contact US Login Tetrabromophthalate Diol Synonyms:PHT-4 Diol; SaytexB RB-79 CAS Number: 77098-07-8 TCPP Tris(1-chloro-2-propyl)phosphate) Synonyms:TCPP CAS Number: 13674-84-5 TBPA Diol TEP Triethyl Phosphate Synonym: TEP CAS Number: 78-40-0 Foam Blowing Agent Pentafluoropropane, 1,1,1, Synonym: R-245fa; HFC-245fa; CAS Number: 460-73-1 Home About Us MEK Chemical Corporation is a trusted supplier of flame retardants and blowing agents to the polyurethane spray foam industry. Since our inception in 2011, we have provided customers across the U.S. and in Canada with TCPP, TEP and PHT-4 Diol products. In 2014, through a joint development venture with a Chinese manufacturer, we expanded our product line to include Pentafluoropropane, 1,1,1,3,3 (HFC-245fa), a blowing agent. MEK takes pride in providing superior customer service. Our four warehouses ensure fast, reliable delivery of quality chemicals in a wide variety of markets. We source products globally from a network of trusted suppliers and we work closely with our customers to understand their business requirements. You can draw on our own knowledge and experience as well as on our global network of suppliers to meet any need at a cost‐compe嫼�嫼�ve price. Our goal is to develop a trusted relaꬅonship with our customers and be your partner for the long‐term. MEK Chemical Corporation Chicago Warehouse St. Louis Warehouse Dallas Warehouse Toronto Warehouse 4320 Winfield Road, Ste.200 One Genstar Drive 1220 North Price Road 1312 W Crosby Road Coming Soon Warrenville IL 60555 Joliet IL 60435 St. Louis MO 63132 Carrollton TX 75006 Sunday 15 Jan 2017 Case 2:16-cv-09322-SDW-LDW Document 8-16 Filed 01/23/17 Page 2 of 3 PageID: 165 1/15/2017 About Us http://www.mekchem.com/index.php/about-us 2/2 Case 2:16-cv-09322-SDW-LDW Document 8-16 Filed 01/23/17 Page 3 of 3 PageID: 166 Exhibit N Case 2:16-cv-09322-SDW-LDW Document 8-17 Filed 01/23/17 Page 1 of 6 PageID: 167 5995304.1 Michael J. Leegan, Esq. [ID#: 026311995] GOLDBERG SEGALLA LLP 902 Carnegie Center, Suite 100 Princeton, New Jersey 08540-6530 Tel.: (609) 986-1300 Fax.: (609) 986-1301 e-mail: mleegan@goldbergsegalla.com Vangelis Economou, Esq. (pro hac vice to be filed) ECONOMOU IP LAW P.O. Box A-3220 Chicago, IL 60690-3220 Tel.: (847) 644-3500 Fax: (312) 427-9438 e-mail: Van@EconomouIP.com Attorneys for Defendant, MEK Chemical Corporation UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW JERSEY HONEYWELL INTERNATIONAL INC., Plaintiff, vs. MEK CHEMICAL CORPORATION Defendant. Civil Action No.: 2:16-cv-09322 NOTICE OF MOTION FOR SANCTIONS PURSUANT TO FRCP RULE 11 Return Date: February 21, 2017 Oral Argument Requested TO THE COURT AND TO PLAINTIFF AND THE ATTORNEYS OF RECORD: NOTICE IS HEREBY GIVEN that on February 21, 2017, at 9:00 a.m. or as soon thereafter as the Court may hear the parties, in Courtroom No. MLK 5C, before the Honorable Susan D. Wigenton, United States District Court Judge, located at Martin Luther King Building & U.S. Courthouse, 50 Case 2:16-cv-09322-SDW-LDW Document 8-17 Filed 01/23/17 Page 2 of 6 PageID: 168 5995304.1 2 Walnut Street, Newark, NJ 07101, Newark, New Jersey in the following Motion for Sanctions Pursuant to Rule 11 of the Federal Rules of Civil Procedure will be heard. Pursuant to Federal Rules of Civil Procedure 11(c)(2), Defendant MEK Chemical Corporation (hereinafter “MEK Chemical”) hereby moves before the Court to determine if Federal Rules of Civil Procedure 11(b) has been violated on the grounds that Plaintiff Honeywell International Inc. (“Honeywell”), by and through counsel, has filed with the Court, in violation of Rule 11(b) of the Federal Rules of Civil Procedure, a Complaint that contains claims, factual contentions and allegations which have no evidentiary support and have not been specifically identified to have evidentiary support after a reasonable opportunity for further investigation or discovery, and that Honeywell, and its counsel, within 21 days after service of the instant motion, have failed to withdraw such Complaint, or have failed to correct such claims, contentions and allegations in the Complaint. Finally, pursuant to Federal Rules of Civil Procedure 11(c)(2), Defendant MEK Chemical hereby moves before the Court for an award of the reasonable expenses incurred as a result of this immediate motion and the necessity to defend against such unfounded claims, contentions and allegations. In support of this motion, the Court is respectfully referred to the accompanying memorandum of law. Issue Presented: Whether sanctions against Honeywell, their counsel and the law firm Alston and Bird LLP are appropriate in light of their submission in Paragraphs 5 and 6 of the Complaint filed in this Court on December 16, 2016 that is based on misrepresentations and allegations which have no evidentiary support and are not specifically identified to have evidentiary support after a reasonable opportunity for further investigation or discovery. Case 2:16-cv-09322-SDW-LDW Document 8-17 Filed 01/23/17 Page 3 of 6 PageID: 169 5995304.1 3 Specifically, whether the allegations in support of Honeywell’s assertions of personal jurisdiction and venue set forth in paragraphs 5 and 6, respectively, of the Compliant were made without adequate support and in the face of evidence to the contrary, and were made without proper and reasonable investigation of the facts alleged therein. Oral argument is requested. GOLDBERG SEGALLA LLP BY: /s/ Michael J. Leegan, Esq. Michael J. Leegan, Esq. [ID#: 026311995] 902 Carnegie Center, Suite 100 Princeton, New Jersey 08540-6530 (609) 986-1300 (609) 986-1301 (fax) Attorneys for Defendant, MEK Chemical Dated: January ___, 2017 Case 2:16-cv-09322-SDW-LDW Document 8-17 Filed 01/23/17 Page 4 of 6 PageID: 170 5995304.1 Michael J. Leegan, Esq. [ID#: 026311995] GOLDBERG SEGALLA LLP 902 Carnegie Center, Suite 100 Princeton, New Jersey 08540-6530 Tel.: (609) 986-1300 Fax.: (609) 986-1301 e-mail: mleegan@goldbergsegalla.com Vangelis Economou, Esq. (pro hac vice to be filed) ECONOMOU IP LAW P.O. Box A-3220 Chicago, IL 60690-3220 Tel.: (847) 644-3500 Fax: (312) 427-9438 e-mail: Van@EconomouIP.com Attorneys for Defendant, MEK Chemical Corporation UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW JERSEY HONEYWELL INTERNATIONAL INC., Plaintiff, vs. MEK CHEMICAL CORPORATION Defendant. Civil Action No.: 2:16-cv-09322 CERTIFICATE OF SERVICE I certify that on January 5, 2017 I served Defendant MEK Chemical’s Notice of Motion and Memorandum in Support thereof for Sanctions Pursuant to Rule 11 of the Federal Rules of Civil Procedure on the following parties through their counsel by email and first class mail at the following addresses: Case 2:16-cv-09322-SDW-LDW Document 8-17 Filed 01/23/17 Page 5 of 6 PageID: 171 5995304.1 2 Bruce J. Rose, Esquire ALSTON & BIRD LLP 101 South Tryon Street, Suite 4000 Charlotte, North Carolina 28280-4000 bruce.rose@alston.com Joseph P. LaSala, Esquire William T. Walsh, Jr., Esquire McElroy, Deutsch, Mulvaney & Carpenter LLP 1300 Mt. Kemble Avenue P.O. Box 2075 Morristown, NJ 07962-2075 jlasala@mdmc-law.com wwalshjr@mdmc-law.com GOLDBERG SEGALLA LLP BY: /s/ Michael J. Leegan, Esq. Michael J. Leegan, Esq. [ID#: 026311995] 902 Carnegie Center, Suite 100 Princeton, New Jersey 08540-6530 (609) 986-1300 (609) 986-1301 (fax) Attorneys for Defendant, MEK Chemical Dated: January 5, 2017 Case 2:16-cv-09322-SDW-LDW Document 8-17 Filed 01/23/17 Page 6 of 6 PageID: 172 Exhibit O Case 2:16-cv-09322-SDW-LDW Document 8-18 Filed 01/23/17 Page 1 of 14 PageID: 173 UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW JERSEY HONEYWELL INTERNATIONAL INC., Plaintiff, vs. MEK CHEMICAL CORPORATION Defendant. Electronically Filed Civil Action No.: 2:16-cv-09322 _____________________________________________________________________ MEMORANDUM OF LAW IN SUPPORT OF DEFENDANT’S NOTICE OF MOTION FOR SANCTIONS PURSUANT TO FRCP RULE 11 RETURN DATE: February 21, 2017 ______________________________________________________________________ Michael J. Leegan, Esq. [ID#: 026311995] GOLDBERG SEGALLA LLP 902 Carnegie Center, Suite 100 Princeton, New Jersey 08540-6530 Tel: (609) 986-1300 Fax: (609) 986-1301 e-mail: mleegan@goldbergsegalla.com Vangelis Economou, Esq. (pro hac vice to be filed) ECONOMOU IP LAW P.O. Box A-3220 Chicago, IL 60690-3220 Tel.: (847) 644-3500 Fax: (312) 427-9438 e-mail: Van@EconomouIP.com On the Brief: Michael J. Leegan, Esquire Vangelis Economou, Esquire Case 2:16-cv-09322-SDW-LDW Document 8-18 Filed 01/23/17 Page 2 of 14 PageID: 174 i 5994917.1 TABLE OF CONTENTS INTRODUCTION AND SUMMARY ........................................................................................ 1 PROCEDURAL HISTORY ......................................................................................................... 2 LEGAL ARGUMENT .................................................................................................................. 4 CONCLUSION ............................................................................................................................. 9 Case 2:16-cv-09322-SDW-LDW Document 8-18 Filed 01/23/17 Page 3 of 14 PageID: 175 ii 5994917.1 TABLE OF AUTHORITIES Page(s) Cases Balfour Guthrie, Inc. v. Hunter Marine Transport, Inc., 118 F.R.D. 66 at 76 (M.D. Tenn. 1987) ....................................................................................................................... 7 Brunner v. AlliedSignal, Inc., et al., 198 F.R.D. 612; 2001 U.S. Dist. LEXIS 335 (D.N.J., 2001)............................................................................................................................... 5 Cooter & Gell v. Hartmarx Corp., 496 U.S. 384 at 393 (1990) ..................................................... 5 Fellheimer, Eichen & Braverman, P.C., v. Charter Technologies, 57 F.3d 1215, 1223, n.5 (3rd Cir. 1995)............................................................................................................................... 5 In re Taylor, 655 F.3d 274, 287; 2011 U.S. App. LEXIS 17651 (3rd Cir. 2011)........................ 5, 6 Levine v. FDIC, 2F.3d 476 at 479 (2nd Cir. 1993) ......................................................................... 7 Lieb v. Topstone Indus., Inc., 788 F.2d 151 at 157 (3d Cir. 1986) ................................................. 5 Methode Electronics v. Adam Technologies, Inc., No. 03-C-2971, 2003 WL 21799934 at *11 (N.D. Ill. July 25, 2003), aff’d, 371 F.3d 923 (7th Cir. 2004) .......................................... 6 Peerless Industries Paint Coatings, Co. v. Canam Steel Corporation, 979 F.2d 685 at 686-87 (8th Cir. 1992) ............................................................................................................. 6 Religious Technology Center v. Gerbode, No. CV 93-2226 AWT, 1994 WL 228607, at **4-5 (C.D. Cal. May 2, 1994) ................................................................................................ 5 Schrag v. Dinges, 73 F.3d 374 (Table), 1995 WL 675475, at *12 (10th Cir. Nov. 14, 1995) ....... 6 Truesdell v. S. Cal. Permanente Medical Group, 293 F.3d 1146 at 1153-54 (9th Cir. 2002) .... 6, 7 Zatko v. Rowland, 835 F. Supp. 1174 at 1181-82 (N.D. Cal. 1993) ............................................... 7 Statutes 35 USC. §271 .................................................................................................................................. 2 Case 2:16-cv-09322-SDW-LDW Document 8-18 Filed 01/23/17 Page 4 of 14 PageID: 176 iii 5994917.1 Rules Fed. R. Civ. P. 11 ............................................................................................................................ 7 Fed. R. Civ. P.11(b)(3)................................................................................................................ 2, 4 Fed.R.Civ.P.11(c)(1)(A) ................................................................................................................. 4 Rule 11 Advisory Committee Notes (1993) ................................................................................... 5 Case 2:16-cv-09322-SDW-LDW Document 8-18 Filed 01/23/17 Page 5 of 14 PageID: 177 1 5994917.1 INTRODUCTION AND SUMMARY Rule 11 of the Federal Rules of Civil Procedure (“Rule 11”) requires that an attorney and the party represented thereby exercise a duty of care in alleging factual matters in a pleading, written motion, or other paper filed with the Court. The Rule empowers the Court to sanction parties and their attorneys for failure of the duty of candor or when they assert a factual statement without first conducting a reasonable inquiry under the circumstances, including a reasonable investigation of the factual basis of the allegations made in a Complaint or other paper filed with the Court. An attorney or unrepresented party who certifies that to the best of the person's knowledge, information, and belief, formed after an inquiry reasonable under the circumstances and has failed to make such inquiry before making factual allegations in a paper or other assertion submitted to the court which have no evidentiary support is sanctionable by the Court. Plaintiff Honeywell International Inc. (“Honeywell), by and through its counsel, Bruce J. Rose, et al. (“counsel”), has filed with the Court a Complaint that violates Rule 11 in this respect and warrants an award of sanctions. Moreover, despite notice under the “safe harbor” provision of Rule 11, Plaintiff and counsel have refused to withdraw the misrepresentations made in the Complaint. Because the Complaint contains allegations which are factually and legally groundless and indeed misrepresent that counsel has made reasonable inquiry prior to making such allegation, the Court should impose appropriate sanctions against Honeywell and/or counsel to deter Plaintiff and counsel from engaging in such actions in the future. As the attorneys who signed the Complaint, counsel propounded certain factual allegations as facts, without qualification that they were made upon information and belief. Counsel should have made a reasonable inquiry. By filing the Complaint without conducting adequate investigation, counsel certified that “to the best of Case 2:16-cv-09322-SDW-LDW Document 8-18 Filed 01/23/17 Page 6 of 14 PageID: 178 2 5994917.1 [his] knowledge, information, and belief, formed after an inquiry reasonable under the circumstances…the allegations and other factual contentions [in the Complaint] have evidentiary support.” Federal Rules of Civil Procedure 11(b)(3). No evidentiary support is tendered in the Compliant, and to the best knowledge of Defendant MEK Chemical no such evidence can be found because it does not exist. Unfortunately, Plaintiff’s Complaint fails to satisfy pleading requirements to survive a Motion to Dismiss pursuant to Federal Rules of Civil Procedure 12(b)(2) and 12(b)(3). The Motion to Dismiss was submitted to the Court on or about January 5, 2017 and which dispositive Motion remains pending before this Court. Specifically, Plaintiff claims personal jurisdiction over MEK Chemical by alleging “facts” in numbered paragraph 5 of the Complaint which are unfounded. A reasonable inquiry by counsel would have determined such factual allegations to be unfounded. These allegations have been refuted by MEK Chemicals in an affidavit, Exhibit A, filed with Defendant’s Motion to Dismiss, signed by MEK Chemical’s President, Botao Liu. For the Court’s convenience, a filed copy of MEK Chemical’s motion to dismiss with brief and all exhibits is being filed as Exhibit A with this motion. Continuing in making the unfounded allegations after expiration of the 21 day “safe harbor” period which Honeywell is provided to withdraw the unfounded allegations, is clearly a continued violation of Rule 11(b). PROCEDURAL HISTORY Plaintiff filed its Complaint with this Court on December 16, 2016 alleging patent infringement of U.S. Patent No. 5,902,912 as a violation of 35 USC. §271 against defendant MEK Chemical. In Paragraph 5 of the Complaint, Honeywell has made the following allegations as factual assertions, ostensibly after reasonable inquiry: Case 2:16-cv-09322-SDW-LDW Document 8-18 Filed 01/23/17 Page 7 of 14 PageID: 179 3 5994917.1 5. This Court has personal jurisdiction over MEK Chemical under the provisions of the New Jersey Long Arm Statute, N.J. CT R. 4:4-4, and consistent with the underlying due process principles of the U.S. Constitution. MEK Chemical is doing business in New Jersey, has offered for sale and sold products made by an infringing process in New Jersey, and has purposely shipped or caused to be shipped products made by an infringing process into New Jersey. Upon information and belief, MEK Chemical has significant contacts in New Jersey and has built established distribution channels in New Jersey. See Exhibit B, a copy of plaintiff’s filed complaint. Exhibit A attached to the Motion to Dismiss, the Botao Affidavit, has refuted each of these factual allegations as follows (see attached Exhibit A containing said Affidavit): 6. My searches and from personal memory I can unequivocally state that MEK Chemical is not now nor has ever done any business in the State of New Jersey or in this district. 7. MEK Chemical has no established place of business nor owns any property in New Jersey. It has no offices, facilities, agents or employees nor any contacts with any person or entity in the State of New Jersey or in this district. 8. MEK Chemical does not have a distribution agent or other contact nor any established channels of distribution in the State of New Jersey or in this district. 9. To my personal knowledge, MEK Chemical has not ever produced, distributed, sold, shipped, caused to be shipped into or offered for sale any Case 2:16-cv-09322-SDW-LDW Document 8-18 Filed 01/23/17 Page 8 of 14 PageID: 180 4 5994917.1 products into the State of New Jersey, and specifically has never sold or offered for sale any products related to the HFC-245fa (1,1,1,3,3 pentafluoropropane) into the State of New Jersey nor has performed any services in State of New Jersey or this district. Defendant MEK Chemical filed its Motion to Dismiss and served same upon Honeywell’s counsel, together with a Notice of Motion for Sanctions under Rule 11 on January 5, 2017, which is in the present form of this Motion. LEGAL ARGUMENT Plaintiff Honeywell has made misrepresentations in Paragraph 5 of its Complaint, which were factual allegations that Honeywell was required to make to satisfy the pleading requirements of the Federal Rules of Civil Procedure to enable this court to assert personal jurisdiction over the Defendant MEK Chemical. Rule 11 provides, in relevant part: By presenting to the court (whether by signing, filing, submitting, or later advocating) a pleading, written motion, or other paper, an attorney…is certifying that to the best of the person’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances,… the allegations and other factual contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery. Fed.R.Civ.P.11 (b)(3) (emphasis added). Case 2:16-cv-09322-SDW-LDW Document 8-18 Filed 01/23/17 Page 9 of 14 PageID: 181 5 5994917.1 Plaintiff Honeywell has made allegations in Paragraph 5 of its Complaint without serious regard to the facts, and apparently without any factual basis or, alternatively was grossly negligent in failing to perform a reasonable investigation of the facts underlying its allegations. Sanctions must be imposed on any party, attorney, or law firm that has violated Rule 11(b) or is responsible for the violation. Fed.R.Civ.P.11(c)(1)(A) (“Absent exceptional circumstances, a law firm shall be held jointly responsible for violations committed by its partners, associates, and employees.”); see also Rule 11 Advisory Committee Notes (1993) (“Since … a [sanctions] motion may be filed only if the offending paper is not withdrawn or corrected within 21 days after service of the motion, it is appropriate that the law firm ordinarily be viewed as jointly responsible under established principles of agency.”); Religious Technology Center v. Gerbode, No. CV 93-2226 AWT, 1994 WL 228607, at **4-5 (C.D. Cal. May 2, 1994). It is “appropriate to extend sanctions to the [Law] Firm itself. Rule 11 explicitly allows the imposition of sanctions against law firms. In re Taylor, 655 F.3d 274, 287; 2011 U.S. App. LEXIS 17651 (3rd Cir. 2011) Citing Fellheimer, Eichen & Braverman, P.C., v. Charter Technologies, 57 F.3d 1215, 1223, n.5 (3rd Cir. 1995) (discussing imposition of sanctions against parties, law firms, and co-counsel). As described by the Supreme Court, the “central purpose of Rule 11 is to deter baseless filings in District Court and thus … streamline the administration and procedure of the federal courts … Although the Rule must be read in light of concerns that it will spawn satellite litigation and chill vigorous advocacy … any interpretation must give effect to the Rule’s central goal of deterrence.” Cooter & Gell v. Hartmarx Corp., 496 U.S. 384 at 393 (1990). Designed for deterrence, the Rule is governed by an objective standard of reasonableness; no showing of subjective intent or bad faith is required. “In construing Rule 11, the Third Circuit has explained that this Rule ‘imposes on counsel a duty to look before leaping and may be seen as a litigation Case 2:16-cv-09322-SDW-LDW Document 8-18 Filed 01/23/17 Page 10 of 14 PageID: 182 6 5994917.1 version of the familiar railroad admonition to 'stop, look, and listen.’ Brunner v. AlliedSignal, Inc., et al., 198 F.R.D. 612; 2001 U.S. Dist. LEXIS 335 (D.N.J., 2001) citing Lieb v. Topstone Indus., Inc., 788 F.2d 151 at 157 (3d Cir. 1986). By requiring certification that a pleading’s allegations and factual contentions have evidentiary support, Rule 11 imposes three related obligations on counsel. First, counsel must conduct a reasonable investigation into the factual allegations. In re Taylor, 655 F.3d 274 at 283. Second, counsel must act reasonably in the face of the results of the investigation. See, Schrag v. Dinges, 73 F.3d 374 (Table), 1995 WL 675475, at *12 (10th Cir. Nov. 14, 1995); Rule 11 requires that an attorney act reasonably based on the information he learns from a pre-filing investigation into the facts … If, after inquiry, the facts do not support the claims, counsel should not sign the complaint.”) (citations omitted); In re Taylor, 655 F.3d 274 at 283 (“. . . Rule 11 of the Federal Rules of Civil Procedure, requires that parties making representations to the court certify that ‘the allegations and other factual contentions have evidentiary support or, if specifically so identified, are likely to have evidentiary support.’) Id. Third - and axiomatically - counsel must not misrepresent the results of his investigation to the Court. Indeed, the law on this point is unmistakable: filing a pleading containing false allegations is grounds for sanctions under Rule 11. See, e.g., Truesdell v. S. Cal. Permanente Medical Group, 293 F.3d 1146 at 1153-54 (9th Cir. 2002) (upholding sanctions against counsel under Rule 11 where complaint stated allegations that counsel “must have known were false” based on his representation of another client); In re Taylor, 655 F.3d 274 at 284 (holding that the attorney must make a reasonable independent investigation of the facts before signing a pleading; “. . . reasonable reliance on a client's representations assumes a reasonable attempt at eliciting them by the attorney. That is, an attorney must, in her independent professional judgment, make a reasonable effort to determine what facts are likely to be relevant to a Case 2:16-cv-09322-SDW-LDW Document 8-18 Filed 01/23/17 Page 11 of 14 PageID: 183 7 5994917.1 particular court filing and to seek those facts from the client. She cannot simply settle for the information her client determines in advance . . . that she should be provided with.”), Peerless Industries Paint Coatings, Co. v. Canam Steel Corporation, 979 F.2d 685 at 686-87 (8th Cir. 1992) (upholding Rule 11 sanctions against counsel where pleadings misstated known, relevant facts); Methode Electronics v. Adam Technologies, Inc., No. 03-C-2971, 2003 WL 21799934 at *11 (N.D. Ill. July 25, 2003), aff’d, 371 F.3d 923 (7th Cir. 2004) (Rule 11 sanctions against counsel warranted where complaint contained false venue allegation in effort to deceive court and litigate in convenient forum) (emphasis added); Truesdell, 293 F.3d 1146 at 1153-54 (imposition of Rule 11 sanctions against counsel “independently justified” by fact that counsel filed complaint containing claim that he must have known was false, by virtue of his representation of another client); Zatko v. Rowland, 835 F. Supp. 1174 at 1181-82 (N.D. Cal. 1993) (sanctioning pro se plaintiff under Rule 11 for filing a complaint containing untrue factual allegations and material misrepresentations); Balfour Guthrie, Inc. v. Hunter Marine Transport, Inc., 118 F.R.D. 66 at 76 (M.D. Tenn. 1987) (sanctioning plaintiff and its counsel under Rule 11 for filing complaint after pre-filing investigation “disclosed facts that only exculpated defendant”). As the United States Court of Appeals for the Second Circuit has aptly noted, “the creativity of an attorney may not transcend the facts of a given case; counsel in his attempts at creativity concocted “facts” that were not well grounded, and therefore exceeded the bounds of conduct acceptable of members of the bar of this court as well as those incorporated in Fed. R. Civ. P. 11.” Levine v. FDIC, 2F.3d 476 at 479 (2nd Cir. 1993). Here, Defendant MEK Chemical has motioned for dismissal of this Action based on the unfounded factual allegations and misrepresentations made with respect to Defendant’s alleged status as a resident in New Jersey and its allegations regarding MEK Chemical’s “doing business into New Jersey” selling, offering to sell and purposely shipping allegedly infringing products Case 2:16-cv-09322-SDW-LDW Document 8-18 Filed 01/23/17 Page 12 of 14 PageID: 184 8 5994917.1 into New Jersey. These allegations were not made upon information and belief, but were statements purportedly made as knowing factual representations. The only allegation in Paragraph 5 made upon information and belief is that “MEK Chemical has significant contacts in New Jersey and has established distribution channels in New Jersey.” All these allegations have been refuted in The Liu Affidavit, Exhibit A to MEK Chemical’s Motion to Dismiss. Unless Plaintiff Honeywell can substantiate the factual allegations, or show that there was reasonable reliance on evidence or reasonable belief a such evidence would be late forthcoming, so as to permit are reasonable belief in the factual basis of the allegations of Paragraph 5 of the Complaint, the award of actions is appropriate. Plaintiffs’ counsel was accorded the 21 day “safe harbor” provision in which they had sufficient time to reconsider and withdraw the misleading statements, lacking in any evidentiary support, from the document signed by Plaintiff’s counsel and yet failed to do so. By making these unfounded allegations and claims, sanctions are warranted under Federal Rule of Civil Procedure Rule 11, at least to the extent of all of the reasonable attorney's fees and other expenses directly resulting from the necessity of Defendant MEK Chemical in defending against the unfounded allegations made in Paragraph 5 of Honeywell’s Complaint. Case 2:16-cv-09322-SDW-LDW Document 8-18 Filed 01/23/17 Page 13 of 14 PageID: 185 9 5994917.1 CONCLUSION For the foregoing reasons, Defendant MEK Chemical respectfully moves the Court to sanction Plaintiff, Honeywell International Inc., its attorneys Bruce J. Rose, Scott B. Pleune, Tasneem A. Dharamsi and the law firm Alston and Bird LLP, for violations of Rule 11(b)(3) of the Federal Rules of Civil Procedure, committed by Honeywell International Inc. and its attorneys. GOLDBERG SEGALLA LLP BY: /s/ Michael J. Leegan, Esq. Michael J. Leegan, Esq. [ID#: 026311995] 902 Carnegie Center, Suite 100 Princeton, New Jersey 08540-6530 (609) 986-1300 (609) 986-1301 (fax) Attorneys for Defendant, MEK Chemical Dated: January ___, 2017 Case 2:16-cv-09322-SDW-LDW Document 8-18 Filed 01/23/17 Page 14 of 14 PageID: 186 Exhibit P Case 2:16-cv-09322-SDW-LDW Document 8-19 Filed 01/23/17 Page 1 of 3 PageID: 187 1/9/2017 Products http://www.mekchem.com/index.php/products 1/2 TCPP Tris(1-chloro-2-propyl)phosphate) CAS Number: 13674-84-5 TDCP Tris-(1,3- dichloropropyl)phosphate) CAS Number: 13674-87-8 TEP Triethyl Phosphate CAS Number: 78-40-0 BDP Bisphenol A-bis(diphenyl phosphate) CAS Number: 5945-33-5 Home About Us Products Media Center Contact US Login You are here: Home Products Flame Retardant Product Name: Tris(1-chloro-2-propyl) phosphate Synonyms: TCPP ; Tris(1-Chloro-2-Propyl)phosphate CAS Number 13674-84-5 Product Name: Tetrabromophthalate Diol(TBPA Diol)/LV Synonyms: TBPA Diol - diol ester of tetrabromophthalic anhydride; TBPA Diol; SaytexB RB-79; PHT-4 Diol; 1,2-Benzenedicarboxylic acid, 3,4,5,6-tetrabromo-, 2-(2- hydroxyethoxy)ethyl 2-hydroxypropyl ester; CAS Number 77098-07-8 Product Name: PT-50, mix compound of PHT-4 Diol with TCPP CAS Number N/A Product Name: PT-60, mix compound of PHT-4 Diol with TCPP CAS Number N/A Foam Blowing Agent Product Name: Pentafluoropropane, 1,1,1,3,3 Synonym: R-245fa; HFC-245fa; Enovate 3000; Genetron 245fa; AC1Q4KND; UNII-TA9UOF49CY CAS Number 460-73-1 Copyright © 2017 MEK Chemical Corporation. Designed by Zuke Coporation Monday 09 Jan 2017 Case 2:16-cv-09322-SDW-LDW Document 8-19 Filed 01/23/17 Page 2 of 3 PageID: 188 1/9/2017 Products http://www.mekchem.com/index.php/products 2/2 ^ Back to top Case 2:16-cv-09322-SDW-LDW Document 8-19 Filed 01/23/17 Page 3 of 3 PageID: 189