DocketNumber: No. CV00-0179423
Citation Numbers: 2001 Conn. Super. Ct. 3008
Judges: HICKEY, JUDGE.
Filed Date: 2/27/2001
Status: Non-Precedential
Modified Date: 4/18/2021
The second count of the complaint alleges that on or about November, 1999, the plaintiff entered into a second agreement (second agreement) with the defendants, under which the defendants were to prepare a business plan based on the defendants' providing the services required under the first agreement. The plaintiff distributed this plan to investors and business associates and made representations to investors based upon it. Based on the alleged failure of performance under the first agreement, the plaintiff alleges that it lost investors and has strained its relationship with its business associates, resulting in damages to the plaintiff.
The third count of the complaint alleges that on or about October 27, 1999, the plaintiff entered into a third agreement (third agreement) with the defendants whereby the defendants agreed not to disclose any "confidential information," as defined in the agreement. The plaintiff alleges that the defendants breached the agreement by disclosing such confidential information to third parties, resulting in damages to the plaintiff. The third count, therefore, states a breach of contract claim.
The defendants moved to dismiss the action, pursuant to Practice Book §
"A motion to dismiss admits all facts well pleaded and invokes any record that accompanies the motion, including supporting affidavits that contain undisputed facts." (Internal quotation marks omitted) Coughlinv. Waterbury,
"When a defendant files a motion to dismiss challenging the court's jurisdiction, a two-part inquiry is required. The trial court must first decide whether the applicable state long-arm statute authorizes the assertion of jurisdiction over the [defendant]. If the statutory requirements [are] met, its second obligation [is] then to decide whether the exercise of jurisdiction over the [defendant] would violate constitutional principles of due process." (Brackets in original; internal quotation marks omitted.) Id., 606.
A. The Long-arm Statute Inquiry
In their memorandum in support of their motion to dismiss, the defendants argue that Coffey's conduct on behalf of MSA is insufficient for the court's exercise of jurisdiction over the defendants because Coffey did not transact any business within Connecticut for the following reasons. The defendants argue that all agreements between the parties were negotiated in Texas and that all of Coffey's services under the agreements were performed in Texas. Further, the defendants argue that the parties agreed that the first agreement would be subject to Texas law. Finally, the defendants argue that neither Coffey nor any of her employees ever traveled to Connecticut and that all communications with the plaintiff were carried out by email or telephone.
In support of its opposition to the defendant's motion to dismiss, the plaintiff has filed a memorandum of law accompanied by a copy of the parties' first agreement and a copy of a search memo prepared by Coffey (Exhibit A) and the affidavit of Lawrence Rezak, a member of the plaintiff.
The parties disagree on where their agreements were negotiated. Rezak asserts in his affidavit that the October 1999 agreement was negotiated by him from his office in Stamford, Connecticut and executed there as well. The defendants argue that the agreement was negotiated in Texas. Rezak further avers, contrary to the defendants' argument, that at no time did the parties agree "that jurisdiction over the agreement would be CT Page 3011 in the State of Texas or that Texas law should apply to the agreement."
When adjudicating a motion to dismiss where no evidentiary hearing has been requested by the parties, the court accepts all undisputed factual allegations in the complaint and affidavits when determining whether the plaintiff has sustained its burden to prove that the court has personal jurisdiction. Knipple v. Viking Communication, supra,
Also relevant to the court's determination of jurisdiction is the defendants' July 7, 2000 demand letter contained in this case file,3 which indicates that "presenting a candidate" under the parties' agreement entails identifying the candidate, interviewing the candidate by phone and subsequently arranging for an interview. The letter further states that a total of seven candidates were presented to the plaintiff.
"The General Statutes do not define what the phrase "transacts any business' means in the context of §
"In the George v. Reiner case, the New York Court of Appeals found jurisdiction over a nonresident defendant who worked outside of New York and came to New York only one time to negotiate an employment contract CT Page 3012 with the plaintiff company . . . A purposeful business transaction is one in which the defendant has engaged in some form of affirmative conduct allowing or promoting the transaction of business with the forum state."Integrated Corp. Rel. v. Stolimeyer, Superior Court, judicial district of Fairfield at Bridgeport, Docket No. 363254 (November 16, 1999, Melville,J.).
The defendants' search for candidates in Connecticut to present to the plaintiff and all that is entailed in that process necessarily engages the defendants in a form of affirmative conduct allowing or promoting the transaction of business within Connecticut, notwithstanding the defendants' operation from Texas. Section
B. The Due Process Inquiry
Having determined that jurisdiction may be exercised pursuant to §
The defendants' contacts with Connecticut were sufficient to satisfy due process requirements. The defendants argue that MSA and Coffey did not purposefully avail themselves of the privileges of conducting activities within Connecticut. As previously explained, however, the defendants could only perform the services required under the parties' agreement by reaching into Connecticut, as they did, to locate and contact the resources, i.e., the potential employees. "[T]he totality of the defendant's conduct and connection with this state . . . must be considered . . . to determine whether the defendant could reasonably have anticipated being haled into court here." Frazer v. McGowan,
The defendants additionally argue that the first agreement confirms that both parties agreed that any actions that arose under the contract would be governed by Texas law given that all executive searches originated from there. The plaintiff asserts in response that the contract does not specify jurisdiction within the state of Texas, nor that Texas law would govern. This is supported by the evidence. As previously discussed, the first agreement contains no choice of law provision, nor a forum selection provision, and the defendants did not offer any additional evidence to support their argument. The defendants also appear to be arguing that the plaintiff must have impliedly agreed that Texas law governs by the mere fact that it knew that all searches would be conducted from Texas, as provided by the first agreement. Even assuming, however, that knowledge of the sole fact that the searches would be conducted from Texas could give rise to an implied agreement on the choice of Texas law, "[a] choice of law provision cannot be construed as a voluntary submission. to the personal jurisdiction of [a state's courts) in the absence of any express contractual understanding to that effect." Agrashell, Inc. v. Bernard Sirotta Co.,
Finally, "jurisdiction may not be asserted in such a way as to make litigation so gravely difficult and inconvenient that a party unfairly is at a severe disadvantage in comparison to his opponent." (Internal quotation marks omitted.) United States Trust Co. v. Bohart, supra,
The plaintiff has met its burden of proof and has established facts sufficient for this court to exercise personal jurisdiction over the defendants pursuant to General Statutes §
HICKEY, J.
agrashell-inc-v-bernard-sirotta-company-edwin-m-sirotta-and-milton-a , 344 F.2d 583 ( 1965 )
Upson v. State , 190 Conn. 622 ( 1983 )
International Shoe Co. v. Washington , 66 S. Ct. 154 ( 1945 )
Zartolas v. Nisenfeld , 184 Conn. 471 ( 1981 )
Reiner & Co. v. Schwartz , 41 N.Y. 648 ( 1977 )
World-Wide Volkswagen Corp. v. Woodson , 100 S. Ct. 559 ( 1980 )