Time Share Vacation Club v. Atlantic Resorts, Ltd. And Coastal Marketing Associates, Inc. And Schuman, Martin L., Jr

SEITZ, Chief Judge, dissenting.

I find myself unable to agree with the majority opinion, based on my understanding of Pennsylvania law. I read the majority opinion as holding that the allegations contained in the plaintiffs affidavit were insufficient, as a matter of law, to show the defendants’ amenability to suit in Pennsylvania. Federal Rule of Civil Procedure 4(e) provides that the sufficiency of the affidavit is a matter of Pennsylvania law. Pennsylvania courts test the existence of minimum contacts sufficient for exercise of long-arm jurisdiction under the three-part test set out in Proctor & Schwartz v. Cleveland Lumber Co., 323 A.2d 11 (Pa.Super.1974). My reading of Pennsylvania cases leads me to conclude that the plaintiff’s affidavit was sufficient under the Proctor & Schwartz test to make a prima facie showing of minimum contacts.

The first part of the Proctor & Schwartz test looks to whether the defendants “purposefully availed” themselves of the privilege of acting within Pennsylvania. This part of the test is satisfied where the parties enter into a contract which will be performed in Pennsylvania. Kingsley & Keith (Canada) Ltd. v. Mercer International Corp., 291 Pa.Super. 96, 435 A.2d 585 (Pa.Super.1981); affd by an equally divided court, 500 Pa. 371, 456 A.2d 1333 (Pa.1983). This is no less true where the contract calls for the plaintiff rather than the defendant to perform in Pennsylvania. Koenig v. International Brotherhood of Boilermakers, 284 Pa.Super. 558, 426 A.2d 635 (Pa.Super.1980); Proctor & Schwartz, supra. The contract here called for plaintiff to solicit Pennsylvania purchasers for defendants’ time shares, and thus required performance to take place in Pennsylvania.

The second part of the test looks to whether the cause of action arises from the defendants’ activities within the forum state. This part of the test is met where the defendants breach a contract which is to be performed in Pennsylvania. “The activity which satisfies the ‘purposefully availed' test above is the entering into [of] contractual obligations. The cause of action arises from the breach of those same obligations.” Proctor & Schwartz, supra at 15. See also Kingsley & Keith, 435 A.2d at 591; Koenig, 426 A.2d at 642.

The third part of the test looks to whether the exercise of in personam jurisdiction would be fair and reasonable under the circumstances. The fairness of the exercise of long-arm jurisdiction is judged by due process standards, the test being whether “the defendant’s conduct and connection with the forum state are such that he should reasonably anticipate being haled into court there.” World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 297-298, 100 S.Ct. 559, 567, 62 L.Ed.2d 490 (1980). I believe that the defendants should forsee the possibility of being sued in Pennsylvania when they breach a contract with a Pennsylvania firm which they intend to be performed in Pennsylvania. I therefore conclude that due process per*68mits a finding that the defendants are amenable to suit in Pennsylvania.

The majority holds that the acts described in plaintiffs affidavit cannot be the basis for long-arm jurisdiction because they constitute mere “unilateral activity” by the plaintiff which coincidentally took place in Pennsylvania, citing Hanson v. Denkla, 357 U.S. 235, 253, 78 S.Ct. 1228, 1239, 2 L.Ed.2d 1283 (1958). I disagree. The contacts relied on by plaintiff are not its own unilateral activities, but were instead acts constituting actual performance of the contract. Furthermore, plaintiffs performance took place in Pennsylvania by design, not by coincidence. In these respects the facts of this case are closer to those in Proctor & Schwartz, Kingsley & Keith, and Koenig than to those in Baron & Co. v. Bank of New Jersey, 497 F.Supp. 534 (E.D.Pa.1980), on which the majority relies.

The third part of the test also looks to the totality of circumstances to see whether it is fair to expect defendants to appear in a Pennsylvania court. Relevant factors include the state’s interest in ensuring that contracts performed in Pennsylvania by Pennsylvanians are not breached, Kingsley & Keith, supra at 591, the provision in the contract making Pennsylvania law controlling, Proctor & Schwartz, supra at 15; Erie Press Systems Etc. v. Shultz Steel Co., 548 F.Supp. 1215, 1221 (W.D.Pa.1982); and such facts as defendants’ sending a private aircraft to Philadelphia to transport potential buyers solicited by plaintiff to Maryland.

Because I believe that plaintiffs allegations, if proved, would have permitted service of process under § 5322(b), I would hold that the district court should not have granted defendant’s motion to quash and dismiss based solely on the unproved and conflicting allegations in both sides’ affidavits. Instead, the district court should have held an evidentiary hearing to give the parties an opportunity to prove their allegations. See 2 Moore’s Federal Practice 11 4.41 — 1[3] at 4-469 n. 59.

I do not regard the absence of the contract as critical at this stage of the proceedings. On a motion to quash and dismiss we must accept as true the allegations of the non-moving party. Significantly, defendants have conceded the existence of the contract and have not challenged plaintiff’s allegations as to its provisions. If plaintiff failed to present the contract at the eviden-tiary hearing, defendants would of course be free to make objections based on the best evidence rule. I do not believe, however, that the best evidence rule, or any other rule or statute, provides a basis here to quash or dismiss for failure to include the contract with the pleadings or affidavits or in the appendix on appeal.

I would reverse the order of the district court and remand for an evidentiary hearing.