The Plaintiff, CSS Antenna, is a Maryland corporation
headquartered in Edgewood, Maryland. Aphenol-Tuchnel Electronics (“ATE”) is a
German company with one location in the United States from which it conducts its
U.S. operations. ATE’s U.S. office is located in Caton, Michigan. The parties
began a business relationship in 2004 in which CSS purchased cable components
manufactured by ATE for use in CSS’s cellular phone signal towers. The parties
did not have an exclusive purchase agreement or an in-depth written contract.
Rather CSS would issue purchase orders, and ATE would fill the orders and
provide purchase order confirmations. ATE employees visited CSS headquarters on
four (4) separate occasions to discuss these purchases and the business
relationship.
In 2006, CSS began to experience failure of its cell
towers where ATE cables were installed. CSS believed that the failures were
resulting from water infiltration despite ATE’s assurance that the cables
were watertight. In 2009, CSS filed this action against ATE. ATE filed a
Motion to Dismiss for lack of personal jurisdiction, and moved alternatively
for a transfer of venue.
The Court was first able to dispense of ATE’s argument
that the Court lacked personal jurisdiction. The Court noted that Maryland’s
long-arm statute for asserting personal jurisdiction, Md. Code Ann., Cts. &
Jud. Proc. § 6-103, provides jurisdiction to the full extent permitted by
constitutional due process. To satisfy due process under the standard of
Int’l Shoe Co. v. Washington, 326 U.S. 310,
316 (1945), a defendant must have sufficient “minimum contacts” with the
forum state such that the exercise of personal jurisdiction “does not offend
traditional notions of fair play and substantial justice.”
The Court then looked to ATE’s conduct regarding its
business relationship with CSS. ATE communicated directly with the Maryland
headquarters of CSS, visited the CSS headquarters on several occasions,
accepted purchase orders from Maryland and issued purchase order
confirmations there. The Court determined that ATE had purposefully availed
itself of the privilege of doing business in Maryland, and that it was not
constitutionally unreasonable for ATE to be hailed into court in Maryland.
ATE argued alternatively that if the matter was not
dismissed, it should be transferred to a different venue, particularly the
Eastern District of Michigan as a result of a forum selection clause, and/or
forum non conveniens. ATE argued that a forum
selection clause in its own General Conditions requires any dispute to be
brought in Michigan. However, the parties used a purchase order, and
purchase order confirmation exchange system in their dealings, and the Court
determined that ATE’s references to its General Conditions in a purchase
order confirmation were too ambiguous to bind CSS.
Finally, the Court determined that ATE was not entitled
to transfer of venue due to inconvenience. Citing
Davis Media Group, Inc. v. Best Western Int’l, Inc., 302 F. Supp.
2d 464, 470 (D. Md. 2004) the Court identified the
relevant factors for a motion to transfer venue: “(1) the weight accorded
the plaintiff’s choice of venue, (2) witness convenience and access, (3)
convenience of the parties, and (4) the interests of justice.” The Court
noted that ATE failed to meet its burden, and no basis for placing the
inconvenience of traveling instead onto CSS.
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