J-A11033-18
NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37
SUNLION ENERGY SYSTEMS, INC. : IN THE SUPERIOR COURT OF
: PENNSYLVANIA
Appellant :
:
v. :
:
JONES FAMILY FARM, LESTER C. :
JONES & SONS, INC., LESTER JONES :
JR., SEAN JONES, TAMELA K. JONES :
AND ENERGY SYSTEMS AND :
INSTALLATIONS, INC. : No. 1452 MDA 2017
Appellees
Appeal from the Order Entered August 31, 2017
in the Court of Common Pleas of Lancaster County
Civil Division at No.: CI-16-07401
BEFORE: STABILE, J., NICHOLS, J., and PLATT*, J.
MEMORANDUM BY PLATT, J.: FILED AUGUST 14, 2018
Appellant, SunLion Energy Systems, Inc., appeals from the trial court’s
order sustaining the preliminary objections filed by Appellees, Jones Family
Farm, Lester C. Jones & Sons, Inc., Lester Jones Jr., Sean Jones, and Tamela
K. Jones, and dismissing its action without prejudice for lack of personal
jurisdiction.1 We affirm.
The trial court aptly summarized the background of this case as follows:
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1Appellant also sued Energy Systems and Installations, Inc., a Pennsylvania
corporation, which did not respond to the complaint. Default judgment was
entered against it on October 12, 2016.
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* Retired Senior Judge assigned to the Superior Court.
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Lester C. Jones & Sons, Inc. (Jones & Sons) is incorporated
in New Jersey, and registered to do business in Maryland. (See
Complaint, 8/17/16, at 3 ¶ 3).[2] Jones & Sons does not transact
business in Pennsylvania, has no offices in Pennsylvania, has no
agents or employees in Pennsylvania, does not pay taxes in
Pennsylvania, is not registered to conduct business in
Pennsylvania, and does not own or lease property in Pennsylvania.
(See Appellees’ Supplemental Brief, 6/15/17, Exhibit A
(Supplemental Affidavit of Sean Jones) at 1 ¶ 3).
Sean Jones, Tamela Jones and Lester Jones, Jr. (the
individual Joneses) reside in Maryland. (See Complaint, at 3 ¶¶
4-6). None of the individual Joneses personally transact business
in Pennsylvania, have a home or office in Pennsylvania, pay taxes
in Pennsylvania, or own or lease property in Pennsylvania. (See
Appellees’ Brief, 12/01/16, Exhibit A (Affidavit of Sean Jones) at
2 ¶ 7; Exhibit B (Affidavit of Tamela K. Jones) at 2 ¶ 5; Exhibit C
(Affidavit of Lester Jones, Jr.) at 2 ¶ 5). . . .
[Appellant] alleges on August 21, 2012, [Appellees] had a
discussion with [Appellant] about the installation of a solar power
array on the Jones Family Farm located at 12667 Massey Road in
Maryland. (See Complaint, at 4 ¶¶ 11-12). This discussion was
not precipitated by any inquiry from Jones & Sons, but rather was
the result of a cold-call by [Appellant]. (See Appellees’
Supplemental Brief, Exhibit A (Supplemental Affidavit of Sean
Jones) at 1-2 ¶ 4).
[Appellant] alleges that it completed some initial work
relating to the solar system, which included the submission of an
interconnect agreement and drawings for review by a local utility
in Maryland. (See Complaint, at 4 ¶ 13). This work was allegedly
paid for by [Appellees]. (See id.).
[Appellant] alleges it then provided a contract for the next
phase of the work, which was signed by Sean Jones, as vice
president of Jones & Sons. (See id. at ¶¶ 14-15; see also Exhibit
A (Contract) at 2). [Appellant] alleges that it performed “[a]ll of
the obligations under this contract” in a “timely and efficient
manner” and that [Appellees] submitted a payment of $40,000.00
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2Jones Family Farm is not a recognized legal entity. (See Appellees’ Brief,
12/01/16, Exhibit A (Affidavit of Sean Jones) at 2 ¶ 6).
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to [Appellant]. (Complaint, at 5 ¶ 18; see id. at ¶ 19).
[Appellant] further alleges that [Appellees] requested a copy of
the drawings and design for the solar power system for their
“review” and that said documents were “loaned” by [Appellant]
with the understanding that they remained the property of
[Appellant]. (Id. at ¶ 20).
It is [Appellant’s] contention that [Appellees] stopped
payment on the $40,000.00 check, “reneged” on their contractual
obligation to have [Appellant] install the solar power system, and
repeatedly refused to return the drawings and designs. (Id. at ¶
22; see id. at 5-6 ¶¶ 21-25). [Appellant] further alleges that
[Appellees] gave [Appellant’s] drawings and designs to a
competitor, Energy Systems, which allegedly used them to
complete the solar project on the Jones Family Farm. (See id. at
6 ¶¶ 26, 28).
(Trial Court Opinion, 11/20/17, at 3-5) (footnotes omitted; record citation
formatting provided).
On September 8, 2016, Appellees filed preliminary objections to the
complaint, arguing that the trial court should dismiss the action against them
for lack of personal jurisdiction. On August 31, 2017, following oral argument,
the court sustained Appellees’ preliminary objections and dismissed the
complaint without prejudice for lack of personal jurisdiction. This timely
appeal followed.3
Appellant raises the following questions for our review:
1. Whether the trial court erred in dismissing [Appellant’s]
complaint for lack of personal jurisdiction in failing to recognize
that [Appellees’] failure to return [Appellant’s] property was not
proper as this harm is a violation of 42 Pa.C.S.A. § 5322(3) and
(4) and creates Pennsylvania jurisdiction[?]
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3 Appellant filed a timely, court-ordered concise statement of errors
complained of on appeal on November 1, 2017. The trial court entered an
opinion on November 20, 2017. See Pa.R.A.P. 1925.
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2. Whether the trial court erred in dismissing [Appellant’s]
complaint for lack of personal jurisdiction by court order dated
August 31, 2017 by failing to recognize that [Appellant] plead
sufficient facts to meet the minimum contacts test as set forth in
Pennsylvania’s Long Arm Statute[,] 42 Pa.C.S.[A.] § 5322(b)[?]
(Appellant’s Brief, at 3-4) (unnecessary capitalization omitted).
We will address Appellant’s issues, both of which challenge the trial
court’s determination that it lacked personal jurisdiction over Appellees,
together. We begin by noting the relevant scope and standard of review:
The scope of review in determining whether a trial court
erred in sustaining preliminary objections and dismissing a
complaint is plenary.
In determining whether the trial court properly sustained
preliminary objections, the appellate court must examine the
averments in the complaint, together with the documents and
exhibits attached thereto, in order to evaluate the sufficiency of
the facts averred. When sustaining the trial court’s ruling will
result in the denial of claim or a dismissal of suit, preliminary
objections will be sustained only where the case is free and clear
of doubt, and this Court will reverse the trial court’s decision
regarding preliminary objections only where there has been an
error of law or an abuse of discretion.
Moreover,
when deciding a motion to dismiss for lack of
personal jurisdiction[,] the court must consider the
evidence in the light most favorable to the non-
moving party. This Court will reverse the trial court’s
decision regarding preliminary objections only where
there has been an error of law or an abuse of
discretion. Once the moving party supports its
objections to personal jurisdiction, the burden of
proving personal jurisdiction is upon the party
asserting it.
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Sulkava v. Glaston Finland Oy, 54 A.3d 884, 889 (Pa. Super. 2012), appeal
denied, 75 A.3d 1282 (Pa. 2013) (citations omitted).
With respect to the appropriate exercise of personal jurisdiction in
Pennsylvania, this Court has explained:
The Due Process Clause of the Fourteenth Amendment to
the United States Constitution limits the authority of a state to
exercise in personam jurisdiction over non-resident defendants.
The extent to which jurisdiction is proscribed by the Due Process
Clause is dependent upon the nature and quality of the
defendant’s contacts with the forum state. Where a defendant
has established no meaningful contacts, ties or relations with the
forum, the Due Process Clause prohibits the exercise of personal
jurisdiction. However, where a defendant has purposefully
directed his activities at the residents of the forum, he is presumed
to have fair warning that he may be called to suit there.
A defendant’s activities in the forum State may give rise to
either specific jurisdiction or general jurisdiction. Specific
jurisdiction . . . depends on an affiliatio[n] between the forum and
the underlying controversy, principally, activity or an occurrence
that takes place in the forum State and is therefore subject to the
State’s regulation. Because due process may permit specific
jurisdiction based solely on single or occasional acts purposefully
directed at the forum, it is narrow in scope, limiting a cause of
action to the extent that it arises out of or relates to the very
activity that establishes jurisdiction.
Alternatively, general jurisdiction involves circumstances, or
a course of conduct, from which it is proper to infer an intention
to benefit from[,] and thus an intention to submit to[,] the laws
of the forum State[.] For an individual, the paradigm forum for
the exercise of general jurisdiction is the individual’s domicile; for
a corporation, it is an equivalent place, one in which the
corporation is fairly regarded as at home. Thus, general
jurisdiction may be exercised against foreign corporations when
their affiliations with the [forum] State are so continuous and
systematic as to render them essentially at home [there]. In
contrast to specific jurisdiction, a state that has general
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jurisdiction may adjudicate both matters that originate within the
State and those based on activities and events elsewhere.
Mendel v. Williams, 53 A.3d 810, 817 (Pa. Super. 2012) (citations and
quotation marks omitted).
Here, Appellant argues that Appellees are subject to specific personal
jurisdiction. (See Appellant’s Brief, at 15-20, 24).4
A foreign defendant who does not have sufficient contacts
with Pennsylvania to establish general jurisdiction may
nevertheless be subject to specific jurisdiction in Pennsylvania
pursuant to the Pennsylvania Long–Arm Statute, 42 Pa.C.S.A. §
5322 (Bases of personal jurisdiction over persons outside this
Commonwealth). Section 5322(a) contains ten paragraphs that
specify particular types of contact with Pennsylvania deemed
sufficient to warrant the exercise of specific jurisdiction. 42
Pa.C.S.A. § 5322(a). In addition, section 5322(b) operates as a
“catchall,” providing that jurisdiction may be exercised over
persons who do not fall within the express provisions of section
5322(a) to the fullest extent permitted by the Due Process Clause
of the United States Constitution. 42 Pa.C.S.A. § 5322(b).
Regardless, if a defendant’s activities in Pennsylvania only give
rise to jurisdiction under section 5322(a) or (b), the plaintiff’s
cause of action is limited to those activities which formed the basis
of jurisdiction. See 42 Pa.C.S.A. § 5322(c).
Once it is determined that jurisdiction is authorized by the
Long–Arm Statute, the party seeking relief must demonstrate that
the exercise of jurisdiction conforms with the Due Process Clause.
Whether specific jurisdiction is proper under the Due Process
Clause requires a two-part analysis: first, the plaintiff must
demonstrate that the defendant purposefully established
minimum contacts with the forum state; and second, the
maintenance of the suit must not offend “traditional notions of fair
play and substantial justice.” Schiavone v. Aveta, 41 A.3d 861,
869 (Pa. Super. 2012), aff’d, 91 A.3d 1235 (Pa. 2014) (quoting
Burger King Corp. v. Rudzewicz, 471 U.S. 462, 474 (1985).
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4Appellant does not contend on appeal that Appellees are subject to general
personal jurisdiction.
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Mendel, supra at 820–21 (some case citations omitted; citation formatting
provided).
Here, the trial court determined that it lacked personal jurisdiction over
Appellees. (See Trial Ct. Op., at 12). With respect to specific jurisdiction, it
explained:
. . . [I]t is undisputed that [Appellees] do not reside in
Pennsylvania. (See Complaint, at 1, 3 ¶¶ 2-6). As Maryland
residents, [Appellees] contend that simply entering into a contract
with a Pennsylvania plaintiff is not sufficient to establish
“minimum contacts” with Pennsylvania. It is well settled that an
individual’s contract with an out-of-state party alone cannot
automatically establish sufficient minimum contacts in the other
party’s home state. See Fid. Leasing, Inc. v. Limestone Cty.
Bd. of Educ., 758 A.2d 1207, 1211 (Pa. Super. 2000).
While [Appellant] averred in its [c]omplaint that “the
underlying contract [was] entered into in this jurisdiction,”
(Complaint, at 4 ¶ 10), [Appellant] was careful elsewhere in the
[c]omplaint and throughout these proceedings not to assert that
the contract was signed in Pennsylvania, because it was not. (See
id. at ¶ 15; see also Appellant’s Brief Regarding Personal
Jurisdiction, 6/19/17, at unnumbered page 1). Sean Jones, vice-
president of Jones & Sons, offered undisputed testimony that all
contract negotiations between the parties took place in Maryland,
and that the contract at issue in this matter was prepared by
[Appellant] in Pennsylvania but brought to Maryland where it was
accepted and signed by Sean Jones in his capacity as a corporate
officer of Jones & Sons. (See Appellees’ Supplemental Brief,
Exhibit A (Supplemental Affidavit of Sean Jones), at 2 ¶ 5).
Still, [Appellant] claims that a few telephone calls to [it]
were initiated by Sean Jones “in regard to work [it] had performed
on [the] family’s farm,” and further that [Appellees’] $40,000.00
check was mailed to a Pennsylvania address. (Appellant’s Motion
for Reconsideration, 9/11/17 Exhibit “B” (Affidavit of Gerald K.
Stern, Jr.) at unnumbered page 1 ¶ 3; see also Appellant’s Brief
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Regarding Personal Jurisdiction, at unnumbered page 2).[5] Our
Superior Court in Hall-Woolford Tank Co., Inc. v. R.F. Kilns,
Inc., 698 A.2d 80, 84 (Pa. Super. 1997), found almost the exact
same evidence insufficient to support personal jurisdiction: “By
merely entering into a contract with a Pennsylvania corporation,
making several follow-up telephone calls and sending a payment
invoice, it cannot be said that [the defendant] purposefully availed
itself of our state’s benefits and protections such that it could
reasonably anticipate being called to defend itself in our courts.” .
. . Thus, the evidence established that the contract in this case
was not formed in Pennsylvania.
* * *
After a review of the evidence in this case, it was clear that
[Appellees] did not have those minimum contacts with
Pennsylvania which are consistent with notions of fair play and
substantial justice. See Burger King, supra at 474. [Appellees]
could not have “reasonably anticipate[d] being haled into court”
in this Commonwealth. Id. Under the circumstances of this case,
personal jurisdiction over [Appellees] would violate Pennsylvania’s
Long Arm Statute and federal due process.
(Trial Ct. Op., at 9-12) (citation formatting provided; emphasis, footnote,
some case citations, and some quotation marks omitted).
Upon review of the record, we agree with the trial court’s analysis, and
discern no error of law or abuse of discretion regarding its decision that it
lacked personal jurisdiction over Appellees. See Sulkava, supra at 889;
Mendel, supra at 820–21. Accordingly, we affirm the order of the trial court.
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5 Sean Jones disputes that he mailed the check to Appellant, and avers that
he handed it to Appellant’s representative in Massey, Maryland. (See
Appellees’ Supplemental Brief, Exhibit A (Supplemental Affidavit of Sean
Jones), at 2 ¶ 6).
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Order affirmed.
Judgment Entered.
Joseph D. Seletyn, Esq.
Prothonotary
Date: 8/14/18
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