Quaker Chemical Corporation v. Protectoplas Company

MOTION to Dismiss for Lack of Jurisdiction , MOTION to Dismiss for Insufficiency of Service of Process, MOTION to Transfer Venue

E.D. Pa.July 29, 2016

IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF PENNSYLVANIA QUAKER CHEMICAL CORPORATION, Plaintiff, vs. PROTECTOPLAS COMPANY, Defendant. : : : : : : : : : CIVIL ACTION NO. 16−cv−2306 Hon. Gerald A. McHugh DEFENDANT’S MOTION TO DISMISS PLAINTIFF’S COMPLAINT, OR, IN THE ALTERNATIVE, TO TRANSFER VENUE Pursuant to Federal Rules of Civil Procedure 12(b)(2) and 12(b)(5), and 28 U.S.C. § 1391(b)(2), Defendant Protectoplas Company (“Defendant”) hereby moves this Court for an Order dismissing Plaintiff Quaker Chemical Corporation’s Complaint for (i) lack of personal jurisdiction, (ii) insufficiency of service of process, and (iii) lack of appropriate venue. In the alternative, pursuant to 28 U.S.C. § 1404(a), Defendant hereby moves this Court for an Order transferring the action to the United States District Court for the Northern District of Ohio. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Case 2:16-cv-02306-GAM Document 9 Filed 07/29/16 Page 1 of 2 In support hereof, Defendant incorporates by reference its Brief in Support of its Motion for Dismiss Plaintiff’s Complaint, or, in the alternative, to Transfer Venue filed contemporaneously herewith. Dated: July 29, 2016 BENESCH, FRIEDLANDER, COPLAN & ARONOFF LLP BY: /s/ Michael J. Barrie Michael J. Barrie, Esq. (Pa. Bar. No. 85625) 1650 Market Street, Suite 3628 Philadelphia, PA 19103 Telephone: (302) 442-7010 Facsimile: (302) 442-7012 Email: mbarrie@beneschlaw.com Counsel for Defendant Case 2:16-cv-02306-GAM Document 9 Filed 07/29/16 Page 2 of 2 IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF PENNSYLVANIA QUAKER CHEMICAL CORPORATION, Plaintiff, vs. PROTECTOPLAS COMPANY, Defendant. : : : : : : : : : CIVIL ACTION NO. 16−cv−2306 Hon. Gerald A. McHugh DEFENDANT’S OPENING BRIEF IN SUPPORT OF ITS MOTION TO DISMISS PLAINTIFF’S COMPLAINT, OR, IN THE ALTERNTAIVE, TO TRANSFER VENUE Defendant, Protectoplas Company (hereinafter referred to as “Protectoplas” or “Defendant”), by and through its undersigned counsel, hereby moves this Court for an Order dimissing the Complaint filed against it by Plaintiff Quaker Chemical Corporation (hereinafter referred to as “Quaker” or “Plaintiff”) for (i) lack of personal jursidiction under Fed. R. Civ. P. 12(b)(2), (ii) insufficiency of service of process under Fed. R. Civ. P. 12(b)(5), and (iii) lack of appropriate venue under 28 U.S.C. § 1391(b)(2). In the alternative, pursuant to 28 U.S.C. § 1404(a), Defendant hereby moves this Court for an Order transferring the action to the United States District Court for the Northern District of Ohio. This is Defendant’s Opening Brief in support of its Motion to Dismiss. I. INTRODUCTION Plaintiff’s Complaint fails to allege facts etablishing that any substantial part of the events or omissions giving rise to its claim occurred in, or a substantial part of property that is the subject of the action is situated in, the Commonwealth of Pennsylvania. See 28 U.S.C. § 1391(b)(2). Rather, Plaintiff’s Complaint alleges that all of the events took place outside of Pennsylvania. Plaintiff placed an order for storage tanks with Protectoplas, a company located in 9389059 v2 Case 2:16-cv-02306-GAM Document 9-1 Filed 07/29/16 Page 1 of 13 2 Streetsboro, Ohio. The tanks were delivered and installed at a facility in Calvert, Alabama. The alleged defect in the tanks took place in Alabama. Protectoplas delivered a replacement tank to Alabama. Plaintiff alleges that the replacement tank, located in Alabama, was also defective. Nowhere in the Complaint does Plaintiff assert that any activity related to the commercial transaction between Plaintiff and Protectoplas occurred in the Commonwealth of Pennsylvania. Nor does the Complaint allege that any property subject to this action is situated in Pennsylvania. See Complaint, generally. Furthermore, Protectoplas is not amenable to personal jurisdiction in this Court. Quaker alleges in a conclusory fashion that Protectoplas is subject to personal jurisdiction, while alleging no facts to support this allegation. No factual allegations are made concerning Protectoplas’ contacts with the Commonwealth of Pennsylvania. See Complaint, generally. Plaintiff has not alleged facts demonstrating that a substantial part of the events upon which its claim is based occurred in Pennsylvania. Additionally, there are no facts to sustain the exercise of personal jurisdiction over Protectoplas in Pennsylvania. Accordingly, the Court should dismiss the Complaint for lack of personal jurisdiction pursuant to Rule 12(b)(2) of the Federal Rules of Civil Procedure. In the alternative, pursuant to 28 U.S.C. § 1404, the Court should transfer the action to the United States District Court for the Northern District of Ohio. II. GENERAL BACKGROUND This action arises out of the design and construction of an industrial storage tank by Protectoplas and sale to Plaintiff. See Complaint, generally; see also Affidavit of Zach Eberly at ¶¶ 7-10 (hereinafter, “Eberly Aff. at ¶ __”), a true and correct copy of which is attached hereto as Exhibit A and incorporated herein by reference. Plaintiff initited contact with Protectoplas and engaged it to design and build an industrial storage tank for use in a facility in Calvert, Alabama. Case 2:16-cv-02306-GAM Document 9-1 Filed 07/29/16 Page 2 of 13 3 Eberly Aff. at ¶¶ 7, 11. The transaction was inititated by Plaintiff. See Complaint, generally; see also Eberly Aff. at ¶ 7. Protectoplas does not direct any advertising to the Commonwealth of Pennsylvania, nor does it send any agents to Pennsylvania to solicit business on behalf of the company. Id. at ¶ 4. All of Protectoplas’s work was performed outside of the Commonwealth of Pennsylvania. Id. at ¶¶ 7, 11. The tank specifications and drawings were prepared in Streetsboro, Ohio. Id. at ¶ 7. The storage tank was constructed in Iowa and then installed in a facility owned by the Plaintiff located in Alabama. Id. at ¶¶ 7, 11. Protectoplas’ only contact with Pennsylvania is certain emails and phone calls directed to representatives of Plaintiff after Plaintiff solicited work from Protectoplas. Id. at ¶ 13. After Plaintiff engaged Protectoplas to design storage tanks, Plaintiff refused to disclose the type of chemical substances it intended to store within said storage tank. Id. at ¶ 8. As a result, Protectoplas made clear disclosures to Plaintiff that it does not warrant against chemical attack1 for its products. Id. at ¶ 6. Therefore, it was Plaintiff’s duty to determine the appropriate materials for use in the construction of any given storage tank. Months after constructing and intalling the requested storage tank, Plaintiff notified Protectoplas that the tank had failed but would not provide details about the exact nature of failure or specify the substances that Plaintiff placed in the tank. Id. at ¶¶ 8, 12. Protectoplas provided a replacement tank at no charge. See Complaint, generally. Not long after, the replacement tank failed. Id. Plaintiff again refused to disclose what types of chemicals were placed in the replacement tank, citing trade secret protection. Eberly Aff. at ¶ 8. Based on limited information about the nature of the tank failures, Protectoplas represenatives deduced that Plaintiff had attempted to store chemicals in the tanks that were not compatible with the 1 A “chemical attack” in this context is a term of art in the storage tank industry meaning any kind of adverse chemical reaction that could cause a storage tank to fail or deteriorate. Case 2:16-cv-02306-GAM Document 9-1 Filed 07/29/16 Page 3 of 13 4 materials used in the storage tanks. Id. at ¶ 12. To this day, Plaintiff will not provide details about what substances it was storing in the storage tanks provided by Protectoplas. Id. at ¶¶ 8, 12. III. FACTUAL BACKGROUND A. Facts Relating to Protectoplas’s Lack of Contacts with Pennsylvania (1) A substantial part of the events comprising Plaintiff’s claim occurred outside of the Commonwealth of Pennsylvania Protectoplas is an Ohio corporation with its principal place of business located in Streetsboro, Ohio. Id. at ¶ 2. Representatives of Plaintiff initiated contact with Protectoplas in order to purchase industrial storage tanks for use in a facility in Calvert, Alabama. Id. at ¶¶ 7, 11. All of the communication between the companies took place via telephone and electronic mail. Id. at ¶ 13. No representative or agent or Protectoplas entered the Commonwealth of Pennsylvania, nor were any goods delivered within the state. Id. at ¶ 11. (2) Protectoplas has no systemic and continuous contacts with Pennsylvania Protectoplas operates as an Ohio corporation with its principal place of business in Streetsboro, Ohio. Id. at ¶ 2. Protectoplas is a designer, manufacturer and distributor of industrial storage and process equipment. Id. at ¶ 3. During its existence, Protectoplas has never (a) obtained a business license or registered to do business in Pennsylvania; (b) maintained a bank account in Pennsylvania; (c) had a business office in Pennsylvania; (d) had agents, employees, or representatives in Pennsylvania; (e) owned real property in Pennsylvania; (f) owned any interest in any company registered as doing business in Pennsylvania or that was owned by Pennsylvania persons or entities; (g) targeted Pennsylvania customers directly through advertisements, broachers or sales and marketing materials; or (h) reached out to procure ongoing sales in the Commonwealth of Case 2:16-cv-02306-GAM Document 9-1 Filed 07/29/16 Page 4 of 13 5 Pennsylvania. Id. at ¶ 4. At most, Protectoplas made infrequent sales to customers based in Pennsylvania that resulted from customers initiating contact with Protectoplas. Id. at ¶ 5. Over the last five (5) years, less than one-half percent (0.5%) of Protectoplas’s gross sales have been to entities based in Pennsylvania. Id. Plaintiff is a Pennsylvania corporation with facilities and subsidiary entities located throughout the word, including an operating facility in Dayton, Ohio through its subsidiary, G.W. Smith & Sons, Inc.2 Plaintiff is registered as a foreign entity in numerous states throughout the country, including the State of Ohio. See Plaintiff’s foreign entity registration in the State of Ohio, a true and copy of which is attached hereto as Exhibit B and incorporated herein by reference. Plaintiff initiated the business relationship between itself and Protectoplas by contacting Defendant via telephone and inquiring about utilizing Protectoplas’s services to design and build an industrial storage tank for use in a facility located in Alabama. See Complaint, generally; see also Eberly Aff. at ¶ 11. No representative of Protectoplas visited Pennsylvania during the course of the parties’ business relationship. Eberly Aff. at ¶ 11. (3) Protectoplas’s indirect and limited contacts with Pennsylvania do not give rise or relate to Plaintiff’s lawsuit for breach implied warranty of merchantability Protectoplas’s primary business activity is to design, engineer, and manufacture industrial storage tanks and other process equipment. Id. at ¶ 3. Protectoplas does not maintain any physical presence in Pennsylvania and does not directly target customers based within the forum. Id. at ¶ 4. The entirety of the work performed by Protectoplas that forms the basis of Plaintiff’s claim occurred outside of Pennsylvania. Id. at ¶¶ 7, 11. 2 Plaintiff openly discloses its various worldwide locations on its website, with its North American locations listed at http://www.quakerchem.com/about-quaker-chemical/contact-us/locations-phone-numbers/#NorthAmerica. Case 2:16-cv-02306-GAM Document 9-1 Filed 07/29/16 Page 5 of 13 6 (4) Protectoplas’s quote and invoice state that all disputes will be settled in Cuyahoga, Ohio The parties did not engage in a formal written contract for the transaction in question. Protectoplas, from its offices in Ohio, consulted with Plaintiff about its storage tank needs. Id. at ¶¶ 7, 13. Protectoplas provided a quote that included design specifications for the storage tanks. Id. at ¶ 7. The design specifications clearly state that customer must “CHECK ALL CHEMICAL AND TEMPERATURE COMPATIBILITY WITH CONSTRUCTION MATERIAL PRIOR TO TANK USE.” Id. at ¶ 8. Protectoplas also offered a limited warranty to Plaintiff, but Plaintiff refused to sign the warranty acknowledgment offered. Id. at ¶¶ 6, 10. The limited warranty also provided that Protectoplas would not cover chemical incompatibility with the storage tanks. Id. at ¶¶ 6, 8. Plaintiff approved the quote and design specifications and sent a purchase order to Protectoplas to initate the build of the storage tanks. Id. at ¶ 9. Protectoplas then submitted an order acknowledgment invoice that states “[a]ny disputes shall be settled in Cuyahoga County, Ohio.” 3 A true and copy of the order acknowledgment invoice is attached hereto as Exhibit C and incorporated herein by reference. Plaintiff subsequently accepted and paid such invoice. Eberly Aff. at ¶ 9. B. Facts Relating to the Insufficency of Service of Process Plaintiff alleges personal service upon Zach Eberly, the alleged “Custodian of Records” for Protectoplas. Mr. Eberly holds no such designation with Protectoplas. Id. at ¶ 1. Furthermore, no personal service of Plaintiff’s summons in this matter was made on Zach Eberly or any other agent, employee or other representative of Protectoplas. Id. at ¶ 14. 3 Defendant requests that the Court to take judicial notice that the United States District Court for the Northern District of Ohio is located in Cuyahoga County, Ohio. Case 2:16-cv-02306-GAM Document 9-1 Filed 07/29/16 Page 6 of 13 7 IV. ARGUMENT A. Standard of Review (1) Personal Jurisdiction Pennsylvania state law recognizes both general and specific personal jurisdiction. See 42 Pa.C.S. § 5322(b). The Court, therefore, need only to determine whether it may exercise personal jurisdiction under the United States Constitution. See Pennzoil Prods. Co. v. Colelli & Assocs., Inc., 149 F.3d 197, 200 (3d Cir. 1998). A court may exercise general jurisdiction over a party that mantains ”systematic and continuous contacts” with the forum state. Reassure America Life Ins. Co. v. Midwest Resources Ltd., 721 F. Supp. 2d 346, 353 (E.D. Pa. 2010). “The defendant must maintain perpetual, abiding ties with the forum.” In re Chocolate Confectionary Antitrust Litigation, 641 F. Supp. 2d 367, 383 (M.D. Pa. 2009) (citations omitted). Sporadic, ephemeral or deciduous contacts are insufficient. Id. (citation omitted). Further, “[i]n the corporate context, courts have historically applied general jurisdiction to organizations that hire employees, owned real property, maintained bank accounts, apply for business licenses, advertise, and regularly solicit sales within the relevant forum.” Id. (citations omitted). The “continuous and systematic contacts and global standard for general jurisdiction is not easy to meet.” Surgical Laser Tech, Inc. v. C.R. Bard, Inc. 921 F. Supp. 281, 284 (E.D. Pa. 1996). In the absence of continuous and systematic contacts, a state may exercise specific personal jurisdiction over a party with minimum contacts to the state. Reassure America Life Ins. Co., 721 F. Supp. 2d at 353. Courts in the Third Circuit use a three-part inquiry to determine whether specific personal jurisdiction exists over a party: First, the [party] must have purposefully directed [its] activities at the forum. Second, the litigation must “arise out of or relate to” at least one of those activities. And thirdly, if Case 2:16-cv-02306-GAM Document 9-1 Filed 07/29/16 Page 7 of 13 8 the first two requirements have been met, a court may consider whether the exercise of jurisdiction otherwise “comports with a fair play and substantial justice.” D’Jamoos v. Pilatus Aircraft Ltd., 566 F.3d 94, 102 (3d Cir. 2009). It is well established that the existence of a contract with a party does not demonstrate by itself activities purposefully directed to the parties forum. “A contract alone does not ‘automatically establish sufficient minimum contacts in the other parties home.’” Grand Entertainment Group, Ltd. v. Star Media Sales, Inc., 988 F.2d 476, 482 (3d Cir. 1993) (quoting Burger King Corp., Rudzewicz, 471 U.S. 462, 478 (1985)). Rather, to determine whether a defendant purposefully directed activities to Pennsylvania by entering into a contract with a company headquartered in Pennsylvania, the Court must consider the parties “’prior negotiations and contemplated future consequences, along with the terms of the contract and the parties actual course of dealing.’” Vetrotex Certainteed Corp. v. Consol. Fiber Glass Products Co., 75 F.3d 147, 151 (3d Cir. 1996) (quoting Burger King Corp., 471 U.S. at 479)). (2) Service of Process A motion authorized under Rule 12(b)(5) permits a defendant to challenge any departure from the procedure for serving him with the summons and complaint for purposes of giving notice of the action’s commencement. See Fed. R. Civ. P. 12(b)(5). Under these provisions, a defendant may object to the plaintiff’s failure to comply with the procedural requirements for proper service set forth in or incorporated by Rule 4. Id. In resolving a motion under Rule 12(b)(5), the party making the service has the burden of demonstrating its validity when an objection to service is made. Grand Entertainment Group, Ltd. v. Star Media Sales, Inc., 988 F.2d 476, 488- 489 (3d Cir. 1993). Specifically, Rule 4(h) governs the service of process upon corporations and associations and provides that service shall be effected “(1) in a judicial district of the United States in the Case 2:16-cv-02306-GAM Document 9-1 Filed 07/29/16 Page 8 of 13 9 manner prescribed for individuals by subdivision (e)(1), or by delivering a copy of the summons and of the complaint to an officer, a managing or general agent, or to any other agent authorized by appointment or by law to receive service of process and, if the agent is one authorized by statute to receive services and the statute so requires, by also mailing a copy to the defendant.” Fed. R. Civ. P. 4(h). B. The Court Should Dismiss Plaintiff’s Complaint for Lack of Personal Jurisdiction under Rule 12(b)(2) of the Federal Rules of Civil Procedure (1) Defendant is not subject to general jurisdiction in Pennsylvania Plaintiff’s sparse Complaint does not appear to allege that Protectoplas is amenable to general personal jurisdiction in Pennsylvania. See Complaint, generally. At no time has Protectoplas maintained “perpetual, abiding ties with [Pennsylvania].” In re Chocolate Confectionary Antitrust Litigation, 641 F. Supp. 2d at 383. As set forth at length above, Protectoplas never hired employees, owned real property, maintained bank accounts, applied for business licenses, registered to do business, advertised or regularly solicited sales in Pennsylvania. Eberly Aff. at ¶ 4. At most, Protectoplas made infrequent sales to customers based in Pennsylvania that resulted from customers reaching out to Protectoplas. Id. at ¶ 5. These limited activities do not constitute the type of “systematic and continuous” contacts necessary to support the exercise of general jurisdiction over Defendant. The Third Circuit has refused to hold that parties having far more extensive contacts with the forum are amenable to general jurisdiction. See Gehling v. St. George’s School of Medicine, Ltd. 773 F.2d 539, 540 (3d Cir. 1985). Case 2:16-cv-02306-GAM Document 9-1 Filed 07/29/16 Page 9 of 13 10 (2) Defendant Protectoplas is not amenable to specific personal jurisdiction in Pennsylvania (i) Protectoplas did not purposefully direct its activities to Pennsylvania It is well established that “[t]he unilateral activity of those who claim some relationship with a nonresident defendant cannot satisfy the requirement of contact with the forum state.” See Reliance Steel Prodcucts Co. v. Watson, Ess, Marshall & Enggas, 675 F.2d 587, 589 (3d Cir. 1982). In this case, Protectoplas did not direct its activities to Pennsylvania. "[S]ome minimal correspondence alone will not satisfy minimum contacts." Fagan v. Pelayo, 2015 U.S. Dist. LEXIS 90929 (E.D. Pa. July 14, 2015) (quoting Carteret Sav. Bank, FA v. Shushan, 954 F.2d 141, 149 (3d Cir. 1992)); Burger King Corp. v. Rudzewicz, 471 U.S. 462, 486 (1985) (the "quality and nature" of an interstate transaction may sometimes be so random, fortuitous, or attenuated that it cannot fairly be said that the potential defendant "should reasonably anticipate being haled into court in another jurisdiction."). In Fagan, the Court held that when a majority of the events comprising a claim arise outside of Pennsylvania, personal jurisdiction cannot found even when a small portion of events are comprised of defendant intentionally directing its defamatory communications to recipients inside the Commonwealth of Pennsylvania. Id. (ii) Plaintiff’s claim does not arise from or relate to Protectoplas’s limited contacts with Pennsylvania For specific jurisdiction to exist, the Plaintiff’s claim must “arise out of or related to” the contacts of Protectoplas with Pennsylvania. O’Connor v. Sandy Lane Hotel Co., Ltd., 496 F.3d 312, 318 (3d Cir. 2007); see also 42 Pa.C.S. § 5322(c). The “animating principle behind the relatedness requirement is the notion of a tacit quid pro quo that makes litigation in the forum reasonably foreseeable.” O’Connor, 496 F.3d at 322. In contract cases, the defendant’s contacts Case 2:16-cv-02306-GAM Document 9-1 Filed 07/29/16 Page 10 of 13 11 with the forum must be instrumental to the breach of the contract. General Elec. Co. v. Deutz AG, 270 F.3d 144, 150 (3d Cir. 2001). Protectoplas’s activity that was instrumental to the alleged breach of implied warranty of merchantability was the design, build and installation of the storage tank purchased by Plaintiff for use in the Calvert, Alabama location. See Complaint, generally; see also Eberly Aff. at ¶ 11. Pennsylvania had no regular part in Protectoplas’s activities except as a destination for certain phone calls and electronic messages between the parties. Eberly Aff. at ¶ 13. The lawsuit does not arise out of and is not related to Protectoplas’s limited contacts with Pennsylvania. (3) The exercise of jurisdiction over Protectoplas does not comport with the notions of fair play and substantial justice The Court need only address this element if the first two parts of the three-part specific jurisdiction inquiry have been met. D’Jamoos, 566 F.2d at 102. In analyzing the concepts of fair play and substantial justice in the context of personal jurisdcition, courts must consider “the burden on the defendant, the forum State’s interest in adjudicating the dispute, the plaintiff’s interest in obtaining covenient and effective relief, [and] the . . . judicial system’s interest in obtaining the most efficient resolution of controversies.” O’Connor, 496 F.3d at 324 (citations omitted). Specific jurisdiction cannot be established when Plaintiff initates dealings with an out of state entity to perform services outside of the Commonwealth of Pennsylvania and the entirety of the relationship is maintained via telephone and mail. See Poole, et al. v. Sasson, 122 F. Supp. 2d 556 (E.D. Pa. 2000) (plaintiffs have failed to establish defendant’s minimum contacts with Pennsylvania. Defendant’s telephone calls and letters to the forum, even if transmitting negligent advice, do not suffice to confer jurisdiction over defendant); see also Vetrotex, 75 F.3d at 152 (defendant’s several informational telephone calls and letters to Pennsylvania do not support Case 2:16-cv-02306-GAM Document 9-1 Filed 07/29/16 Page 11 of 13 12 assertion of personal jurisdiction); Reliance Steel, 675 F.2d 587, 589 (defendant’s giving of negligent legal advice over phone and submitting bills to Pennsylvania resident insufficient contacts for personal jurisdiction). Pennsylvania’s interest in resolving this dispute is marginal at best. Protectoplas is an Ohio company with no continuous ties to the forum and minimal dealings with forum residents. Eberly Aff. at ¶¶ 4, 5. Protectoplas’s only ties to the Commonwealth of Pennsylvania in this matter amount to emails and phone calls for the purpose of responding to Plaintiff’s request for services and to submit invoices. Id. at ¶ 13. The exercise of jurisdiction in Pennsylvania, therefore, does not comport with fair play and substantial justice. C. Plaintiff’s Complaint Should be Dismissed for Insufficiency of Service of Process Despites its claims to the contrary, Plaintiff failed to sufficiently serve Protectoplas in this matter in compliance with the Federal Rules of Civil Procedure. Plaintiff did not hand deliver the Summons and Complaint to Protectoplas. Id. at ¶ 14. Plaintiff also failed to serve Protectoplas via mail requiring a return receipt and cannot provide evidence to the contrary. Id. Plaintiff’s Complaint should be dismissed for insufficiency of service of process pursuant to Fed. R. Civ. P. 12(b)(5). D. In the Alternative, the Court Should Transfer Venue to the United States District Court for the Northern District of Ohio In the alternative, the Court should transfer this action to the United States District Court for the Northern District of Ohio “[f]or the convenience of parties and witnesses [and] in the interest of justice.” 28 U.S.C. § 1404(a). The language “interests of justice” encapsulates “private and public interests.” Reassure America Life Ins., 721 F. Supp. 2d at 358. Case 2:16-cv-02306-GAM Document 9-1 Filed 07/29/16 Page 12 of 13 13 V. CONCLUSION Based on the foregoing arguments and legal authorities cited in support thereof, Defendant Protectoplas respectfully requests that, pursuant to Rule 12(b)(2) of the Federal Rules of Civil Procedure, the Court grant its Motion to Dismiss for lack of personal jurisdiction. Additionally, its Motion to Dismiss should be granted for insufficiency of service of process pursuant to Rule 12(b)(5) of the Federal Rules of Civil Procedure. In the alternative, Defendant respectfully requests that, pursuant to 28 U.S.C. § 1404(a), the Court transfer the action to the United States District Court for the Northern District of Ohio. Dated: July 29, 2016 Respectfully submitted, BENESCH, FRIEDLANDER, COPLAN & ARONOFF LLP BY: /s/ Michael J. Barrie Michael J. Barrie, Esq. (Pa. Bar. No. 85625) 1650 Market Street, Suite 3628 Philadelphia, PA 19103 Telephone: (302) 442-7010 Facsimile: (302) 442-7012 Email: mbarrie@beneschlaw.com Counsel for Defendant Protectoplas Company Case 2:16-cv-02306-GAM Document 9-1 Filed 07/29/16 Page 13 of 13 Case 2:16-cv-02306-GAM Document 9-2 Filed 07/29/16 Page 1 of 5 Case 2:16-cv-02306-GAM Document 9-2 Filed 07/29/16 Page 2 of 5 Case 2:16-cv-02306-GAM Document 9-2 Filed 07/29/16 Page 3 of 5 Case 2:16-cv-02306-GAM Document 9-2 Filed 07/29/16 Page 4 of 5 Case 2:16-cv-02306-GAM Document 9-2 Filed 07/29/16 Page 5 of 5 Case 2:16-cv-02306-GAM Document 9-3 Filed 07/29/16 Page 1 of 7 Case 2:16-cv-02306-GAM Document 9-3 Filed 07/29/16 Page 2 of 7 Case 2:16-cv-02306-GAM Document 9-3 Filed 07/29/16 Page 3 of 7 Case 2:16-cv-02306-GAM Document 9-3 Filed 07/29/16 Page 4 of 7 Case 2:16-cv-02306-GAM Document 9-3 Filed 07/29/16 Page 5 of 7 Case 2:16-cv-02306-GAM Document 9-3 Filed 07/29/16 Page 6 of 7 Case 2:16-cv-02306-GAM Document 9-3 Filed 07/29/16 Page 7 of 7 Case 2:16-cv-02306-GAM Document 9-4 Filed 07/29/16 Page 1 of 2 Case 2:16-cv-02306-GAM Document 9-4 Filed 07/29/16 Page 2 of 2 9391465 v1 IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF PENNSYLVANIA QUAKER CHEMICAL CORPORATION, Plaintiff, vs. PROTECTOPLAS COMPANY, Defendant. : : : : : : : : : CIVIL ACTION NO. 16−cv−2306 Hon. Gerald A. McHugh ORDER GRANTING DEFENDANT’S MOTION TO DISMISS PLAINTIFF’S COMPLAINT, OR, IN THE ALTERNATIVE, TO TRANSFER VENUE AND NOW, on this _____day of August, 2016, upon consideration of Defendant’s Motion to Dismiss Plaintiff’s Complaint, or, in the alternative, to Transfer Venue (the “Motion”), it is hereby ORDERED, that the Motion is GRANTED; and it is further ORDERED, that Plaintiff’s Complaint is DISMISSED WITH PREJUDICE. BY THE COURT: ___________________________________ Gerald A. McHugh, U.S.D.J. Case 2:16-cv-02306-GAM Document 9-5 Filed 07/29/16 Page 1 of 1 CERTIFICATE OF SERVICE I, Michael J. Barrie, Esquire, do hereby certify that on July 29, 2016, I caused a copy of the foregoing Defendant’s Motion to Dismiss Plaintiff’s Complaint, or, in the Alternative, to Transfer Venue and Defendant’s Opening Brief in Support of Its Motion to Dismiss Plaintiff’s Complaint or, in the Alternative, to Transfer Venue to be served upon the Plaintiff’s counsel, via the Court’s cm/ecf system and at the address listed below, via U.S. First Class Mail. Brittany Marie Wilson, Esquire Ballard Spahr 1735 Market Street, 51st Floor Philadelphia, PA 19103-7599 /s/ Michael J. Barrie MICHAEL J. BARRIE Case 2:16-cv-02306-GAM Document 9-6 Filed 07/29/16 Page 1 of 1