United States Court of Appeals, Eleventh Circuit.
No. 95-4395.
SCULPTCHAIR, INC., Plaintiff-Appellant,
v.
CENTURY ARTS, LTD., Defendant,
Chair Decor, Etc., formerly Sculptchair/Canada, Deena Rich,
individually, Benny Bien, individually, Mary Bien, individually,
Phyliss Rich, individually, Defendants-Appellees.
Sept. 6, 1996.
Appeal from the United States District Court for the Southern
District of Florida. (No. 94-6448-CIV-WJZ), William J. Zloch,
Judge.
Before EDMONDSON, Circuit Judge, and FAY and GIBSON*, Senior
Circuit Judges.
FLOYD R. GIBSON, Senior Circuit Judge:
Sculptchair appeals the district court's order dismissing its
complaint against defendants Century Arts, Ltd., Chair Decor, Etc.,
Chair Decor, Etc., of Sunrise, Florida, Benny Bien, Mary Bien,
Phyliss Rich, and Deena Rich for lack of personal jurisdiction. We
affirm in part and reverse and remand in part.
I. BACKGROUND
Michael Kelldorf, the inventor and United States patent holder
for a type of chair cover, is the owner and president of
Sculptchair, Inc. ("Sculptchair"), a Florida corporation that owns
the United States and Canadian trademark for "Sculptchair" and
markets, sells, and leases these chair covers under that name. In
late 1990, Benny Bien, a resident of Canada, contacted Kelldorf
seeking to obtain an exclusive licensing agreement to manufacture
*
Honorable Floyd R. Gibson, Senior U.S. District Judge for
the Eighth Circuit, sitting by designation.
and market the chair covers in Canada under the "Sculptchair" name.
After numerous telephone conversations, Benny Bien, his wife Mary
Bien, and her sister Phyliss Rich, both of whom are also residents
of Canada, traveled to Florida for a one-hour meeting in which the
terms of the deal were finalized.
The contract granted an exclusive license to manufacture, use,
sell, and lease the chair covers under the "Sculptchair" name in
Canada to Century Arts, Ltd. ("Century Arts"), a Canadian
corporation of which Mary Bien and Phyliss Rich were the sole
officers, directors, and shareholders. In exchange, Century Arts
agreed to pay Sculptchair a monthly fee. Benny Bien financed
Century Arts, but owned no stock therein and served Century Arts in
no official capacity. In February of 1991, Sculptchair signed the
agreement in Florida and forwarded it to Century Arts in Canada,
where it was signed by Phyliss Rich as President of that
corporation. Benny Bien also signed the agreement as a witness.
Neither Mary Bien nor Phyliss Rich ever signed the contract in
their individual capacities.
In March of 1991, Phyliss Rich traveled to Florida for a four
day logistical meeting with Kelldorf. The deal soon went south
just as quickly. Century Arts began experienced difficulties with
the maintenance and performance of Sculptchair's design. In
December of 1991, Mary Bien and Phyliss Rich traveled to Florida to
discuss these issues with Kelldorf, but were unable to reach a
solution. Century Arts soon ceased making the required monthly
payments, and Sculptchair terminated the agreement in April of 1991
for nonpayment of fees. Benny Bien subsequently obtained a
judgment against Century Arts for the value of his financing, and
the corporation was dissolved shortly thereafter.
Following the dissolution of Century Arts, Mary Bien and
Phyliss Rich formed a second corporation, Chair Decor, Inc. ("Chair
Decor of Canada"), another Canadian corporation which also marketed
chair covers. Once again, Mary Bien and Phyliss Rich served as its
sole officers, directors, and shareholders. In May of 1994,
Sculptchair filed suit against Chair Decor of Canada for patent
infringement in violation of 35 U.S.C. § 271 (1993), trademark
infringement in violation of 15 U.S.C. § 1114 (1993), unfair
competition in violation of 15 U.S.C. § 1125(a) (1993), and breach
of contract in the United States District Court for the Southern
District of Florida. The complaint also named Benny Bien, Mary
Bien, Phyliss Rich, and her daughter, Deena Rich, another resident
of Canada, in their individual capacities, as well as an entity
designated as "Chair Decor of Sunrise, Florida." On July 8, 1994,
the defendants moved to dismiss the complaint for lack of personal
jurisdiction. Following a lengthy evidentiary hearing and the
submission of numerous affidavits, the district court granted
defendants' motion and dismissed Sculptchair's complaint.
Sculptchair appeals.
II. DISCUSSION
In order to determine whether the district court has personal
jurisdiction over the nonresident defendants in this case, we must
undertake a two-part analysis. First we must determine whether the
Florida long-arm statute provides a basis for personal
jurisdiction. If so, then we must determine whether sufficient
minimum contacts exist between the defendants and the forum state
so as to satisfy "traditional notions of fair play and substantial
justice" under the Due Process Clause of the Fourteenth Amendment.
Robinson v. Giarmarco & Bill, P.C., 74 F.3d 253, 256 (11th
Cir.1996) (quoting International Shoe v. Washington, 326 U.S. 310,
316, 66 S.Ct. 154, 158, 90 L.Ed. 95 (1945) (quotation omitted)).
We review the district court's dismissal for lack of personal
jurisdiction de novo. Olivier v. Merritt Dredging Co., Inc., 979
F.2d 827, 830 (11th Cir.1992), cert. denied, 507 U.S. 983, 113
S.Ct. 1577, 123 L.Ed.2d 145 (1993).
A. The Florida Long-Arm Statute
When jurisdiction is based on a federal question arising
under a statute that is silent regarding service of process, Rule
4(e) of the Federal Rules of Civil Procedure directs us to look to
the state long-arm statute in order to determine the existence of
personal jurisdiction. Cable/Home Communication v. Network Prod's,
902 F.2d 829, 855 (11th Cir.1990). In this case, neither 35 U.S.C.
§ 271, nor 15 U.S.C. §§ 1114 or 1125(a) contain such service of
process provisions. As a result, we look to the Florida long-arm
statute in order to determine whether the district court may assert
personal jurisdiction over the nonresident defendants. "Since the
extent of the long-arm statute is governed by Florida law, federal
courts are required to construe it as would the Florida Supreme
Court." Id. at 856 (quotation omitted). Absent some indication
that the Florida Supreme Court would hold otherwise, we are bound
to adhere to decisions of its intermediate courts. Polskie Linie
Oceaniczne v. Seasafe Transp. A/S, 795 F.2d 968, 970 (11th
Cir.1986).
Florida's long-arm statute is to be strictly construed.
Oriental Imports & Exports, Inc. v. Maduro & Curiel's Bank, N.V.,
701 F.2d 889, 891 (11th Cir.1983). Under Florida law, the
plaintiff bears the burden of proving personal jurisdiction: "When
a defendant raises through affidavits, documents or testimony a
meritorious challenge to personal jurisdiction, the burden shifts
to the plaintiff to prove jurisdiction by affidavits, testimony or
documents." Jet Charter Serv., Inc. v. Koeck, 907 F.2d 1110, 1112
(11th Cir.1990), cert. denied, 499 U.S. 937, 111 S.Ct. 1390, 113
L.Ed.2d 447 (1991). Florida's long-arm statute, Fla.Stat. ch.
48.193 (1993), provides in relevant part:
(1) Any person, whether or not a citizen or resident of
this state, who personally or through an agent does any of the
acts enumerated in this subsection thereby submits himself ...
to the jurisdiction of the courts of this state for any cause
of action arising from the doing of any of the following acts:
(a) Operating, conducting, engaging in, or carrying on a
business or business venture in this state or having an office
or agency in this state....
(f) Causing injury to persons or property within this
state arising out of an act or omission by the defendant
outside this state, if, at or about the time of the injury,
either:
1. The defendant was engaged in solicitation or service
activities within this state; or
2. Products, materials, or things processed, serviced, or
manufactured by the defendant anywhere were used or
consumed within this state in the ordinary course of
commerce, trade, or use.
(g) Breaching a contract in this state by failing to
perform acts required by the contract to be performed in this
state.
Sculptchair asserts personal jurisdiction over each of the
defendants under varying combinations of these three subsections.
We address each subsection seriatim.
1. Carrying on a Business or Business Venture in Florida
Sculptchair first asserts personal jurisdiction over Chair
Decor of Canada, Benny Bien, Mary Bien, Phyliss Rich, Deena Rich,
and Chair Decor of Sunrise, Florida via section 48.193(1)(a), which
provides for personal jurisdiction over defendants who are
"carrying on a business or a business venture" or have an office or
agency in Florida. In order to establish that a defendant was
carrying on a business or business venture in the state, either
itself or through an agent, "[t]he activities of the [defendant]
sought to be served ... must be considered collectively and show a
general course of business activity in the State for pecuniary
benefit." Dinsmore v. Martin Blumenthal Associates, Inc., 314
So.2d 561, 564 (Fla.1975).
Deena Rich admittedly operated as an independent contractor
and sporadic sales representative for Chair Decor of Canada in her
spare time while attending school in Florida. While most of her
sales were based strictly on word of mouth, Deena Rich admitted
that she had circulated a price list to ten or so individuals
describing Chair Decor of Canada's product line and bearing the
number of a local telephone answering machine. She also testified
that she had traveled to four or five Florida businesses and had
given them product presentations. When a potential customer would
leave a message, she would forward the order to Chair Decor in
Canada where it would be filled. Deena Rich maintained no regular
office, maintained no inventory, and received no regular salary,
her salary consisting solely of commissions. Deena Rich's total
sales efforts amounted to three to five transactions grossing an
estimated $3,000. Although her sales efforts were sporadic at best
and the revenue generated therefrom was relatively insignificant,
we are left with the inescapable conclusion that her marketing
efforts, viewed collectively, qualify as a general course of
business activity in Florida for pecuniary benefit. See Bank of
Wessington v. Winters Gov't Sec. Corp., 361 So.2d 757, 759-60
(Fla.Dist.Ct.App.1978) (out-of-state bank's solicitation of ten
oral contracts for the sale of insurance qualified as "carrying on
a business" in Florida).
Applying the same standard, we conclude that neither Benny
Bien, Mary Bien, nor Phyliss Rich were carrying on a business or
business venture in Florida. None of these individuals
manufactured, sold, leased, or solicited orders for chair covers or
any other products in Florida. They maintained no offices or
agents in the state. Benny Bien's sole activities in Florida
amounted to a series of telephone conversations with Kelldorf's
Florida office and a one-hour meeting to facilitate a contract to
be performed wholly in Canada to which he was not even a party. We
have no difficulty concluding that Benny Bien's limited
intermediary activities fail to qualify as carrying on a business
or business venture in Florida. Mary Bien's contacts with the
State of Florida are limited to two brief logistical meetings with
Kelldorf. Her sister's contacts with Florida consist of three such
meetings. We need not determine whether these slightly more
extensive entanglements would rise to the level of carrying on a
business or business venture in Florida because it is apparent that
the two sisters were acting in their corporate representative
capacities as opposed to their individual capacities.
While a corporation itself may be subject to jurisdiction when
it transacts business through its agents operating in the
forum state, unless those agents transact business on their
own account in the state, as opposed to engaging in business
as representatives of the corporation, they are not engaged in
business so as to be individually subject to the state's
long-arm statute.
Excel Handbag Co. v. Edison Bros. Stores, 428 So.2d 348, 350
(Fla.Cir.Ct.App.1983). Consequentially, Mary Bien and Phyliss Rich
are not individually subject to the Florida long-arm statute for
carrying on a business or business venture based on their strictly
corporate acts.
We similarly conclude that the entity designated as Chair
Decor of Sunrise, Florida (as opposed to Chair Decor of Canada),
was not carrying on a business or business venture in Florida.
Moreover, we conclude that this entity never existed. Kelldorf and
Sam Hill, Sculptchair's national sales manager, both testified that
they attended a meeting at a Boca Raton office in May of 1994
posing as representatives of "Simon the Pie Man" where a Chair
Decor employee named Rachel Stern gave them a product presentation.
Both Rachel Stern and Deena Rich, however, testified that Rachel
Stern, a self-employed graphic artist, was never an employee of
Chair Decor, but merely a personal friend of Deena Rich who agreed
to meet with Kelldorf and Hill at her Boca Raton office as a favor
to Deena Rich, who was in Toronto at the time. In addition, Mary
Bien and Phyliss Rich each testified that Chair Decor of Canada
maintains no offices in Florida or anywhere else outside Canada.
Because there is no evidence that the entity identified by
Sculptchair as "Chair Decor of Sunrise, Florida" was ever in
existence, we correspondingly find no basis for asserting
jurisdiction over it under the Florida long-arm statute.
Because there is no evidence that Chair Decor of Canada ever
directly manufactured, sold, leased, or solicited orders for chair
covers or any other products in Florida, the question of whether
Chair Decor of Canada was ever carrying on a business or business
venture in Florida necessarily hinges on whether Deena Rich's
activities may be attributed to Chair Decor of Canada as its agent
in Florida. Pesaplastic, C.A. v. Cincinnati Milacron Co., 750 F.2d
1516, 1521-22 (11th Cir.1985). Under Florida law:
The existence of a true agency relationship depends on the
degree of control exercised by the principal. Generally, a
contractor is not a true agent where the principal controls
only the outcome of the relationship, not the means used to
achieve that outcome.
Dorse v. Armstrong World Indus., 513 So.2d 1265, 1268 n. 4
(Fla.1987). The facts in this case indicate that Deena Rich was
acting as an independent contractor as opposed to an agent. There
is no evidence whatsoever that Chair Decor of Canada exercised any
type of meaningful control over the means employed by Deena Rich to
market the product line. In fact, she set her own hours and chose
her own marketing methods, relying principally on word of mouth.
Deena Rich herself characterized her own position as that of an
independent contractor, and we agree. As a result, we conclude
that Chair Decor of Canada was not carrying on a business or
business venture in Florida either through the acts of Deena Rich
or otherwise within the meaning of subsection (a) of the Florida
long-arm statute.
2. Causing Injury to Persons or Property Within Florida
Sculptchair next argues that the defendants caused it
economic injury under section 48.193(1)(f)(1) and (2) by their
soliciting and/or marketing efforts in Florida. It is
well-established, however, that mere economic injury without
accompanying personal injury or property injury does not confer
personal jurisdiction over nonresident defendants under section
48.193(1)(f). Sun Bank, N.A. v. E.F. Hutton & Co., 926 F.2d 1030,
1033 (11th Cir.1991) (citing Aetna Life & Casualty Co. v. Therm-O-
Disc, Inc., 511 So.2d 992, 993-94 (Fla.1987)). Because Sculptchair
has neither alleged nor proven personal injury or property damage
aside from the purely economic loss pleaded in its complaint, we
find no basis for asserting personal jurisdiction over any of the
defendants under section 48.193(1)(f).
3. Breaching a Contract in Florida
Sculptchair next seeks to invoke section 48.193(1)(g), which
provides for personal jurisdiction over persons breaching a
contract within Florida by failing to perform acts required by the
contract to be performed in Florida, as a means of invoking
personal jurisdiction over Chair Decor of Canada, Benny Bien, Mary
Bien, and Phyliss Rich. Specifically, it claims that these
defendants breached Paragraph Eleven of the exclusive licensing
agreement by marketing similar chair covers. That provision
essentially forbids "the Principals [Mary Bien and Phyliss Rich]
and Benny Bien" from manufacturing, leasing, selling, or marketing
"chair covers or any product similar to the chair covers in Canada
or elsewhere, except as permitted under the terms of this
agreement."1
This argument overlooks the salient fact that none of the
defendants were a party to that particular contract, making it
difficult for them to breach its terms. The contract was between
Sculptchair and Century Arts exclusively. As the very first clause
of the agreement states, "THIS AGREEMENT is made between
SCULPTCHAIR, INC. ... and CENTURY ARTS, LIMITED." While Phyliss
Rich signed the contract, it is undisputed that she did so on
behalf of Century Arts in her official capacity, not in her
individual capacity. It is further undisputed that Benny Bien
signed the agreement as nothing more than a witness. Mary Bien
never signed the contract in any capacity whatsoever.
Nonetheless, Sculptchair seeks to estop Benny Bien from
denying that he was party to the contract on the basis that his
conduct reasonably led Sculptchair to believe that he had adopted
1
11. Agreement by Principals. Century represents to
Sculptchair that the individuals who are principals of
Century and who will be responsible for manufacturing,
leasing and sale of the chair covers in Canada are Mary
Bien and Phyliss Rich (the Principals). Each of the
Principals and Benny Bien each joins in the execution
of this agreement for the purpose of agreeing that none
of the principals or Benny Bien, acting together or
separately, will manufacture, cause to be manufactured,
lease, sell or market chair covers or any product
similiar [sic] to the chair covers in Canada or
elsewhere, except as permitted under the terms of this
agreement. This agreement by the Principals and Benny
Bien is a material consideration to Sculptchair for
execution of this agreement and granting the rights
granted hereunder. This agreenment [sic] by the
Principals and Benny Bien will survive the termination
of this agreement for any reason and will be
enforceable by injunction or other equitable remedy
without restricting the right of Sculptchair to seek
damages from each of the Principles and/or Benny Bien
violating the terms of this agreement.
the contract as his own. "Under Florida law, a party who appears
bound by a contract may be estopped from denying his obligations
under the contract as against one who has relied on that
appearance." Pinnacle Port Community Ass'n. v. Orenstein, 872 F.2d
1536, 1545 (11th Cir.1989) (citing Ayala v. Murrell, 97 So.2d 13,
15 (Fla.1957)). "[T]his doctrine requires no more reliance than a
party perform under the contract that the other party has
apparently adopted." Orenstein, 872 F.2d at 1545 (footnote
omitted). There are two problems with the application of this
doctrine to the instant case: First, there is no indication that
Benny Bien did anything that would remotely have lead Sculptchair
to reasonably believe that he was a party to the contract. His
signature appears solely in the capacity of a witness. Aside from
opening negotiations between Century Arts and Sculptchair, Benny
Bien took no part whatsoever in the active management of Century
Arts or the execution of the agreement, remaining instead passively
in the background in his role as financier. Sculptchair has come
forward with no evidence that Benny Bien adopted the contract as
his own by performing its terms or tricked Sculptchair into
believing he was a party thereto. In addition, Sculptchair failed
to reasonably rely on his conduct by continuing to perform under
the contract. Once the monthly payments stopped, Sculptchair
promptly terminated the agreement for nonpayment. If Benny Bien's
personal guarantee really was a material consideration for entering
into the contract as Sculptchair claims, it should have insisted
that he sign the contract as a party thereto instead of merely
seeking to bind him by invoking his name in Paragraph Eleven.
Finally, Sculptchair contends that Chair Decor of Canada
should be bound by the terms of Century Arts' contract as its
corporate successor in interest under Florida's "mere continuation
of business doctrine." We agree. "The concept of continuation of
business arises where the successor corporation is merely a
continuation or reincarnation of the predecessor corporation under
a different name." Amjad Munim, M.D., P.A. v. Azar, 648 So.2d 145,
154 (Fla.Dist.Ct.App.1994). A "mere continuation of business" will
be found where one corporation is absorbed by another, as evidenced
by an identity of assets, location, management, personnel, and
stockholders. While Mary Bien and Phyliss Rich deny that Chair
Decor of Canada ever assumed any of Century Arts' liabilities or
assets, there is an unmistakable identity of officers, directors,
shareholders, and location in this particular case. Once Century
Arts had been dissolved, its officers/directors/shareholders formed
Chair Decor of Canada to market the same type of product out of the
same address but without the contractual obligations of its
predecessor corporation. Chair Decor of Canada assumed Century
Arts' modus operandi and apparently remained in contact with its
former clients. Because these facts indicate that Chair Decor of
Canada is nothing more than Century Arts operating under a new
name, we hold Chair Decor of Canada to the continuing contractual
obligations undertaken by its corporate predecessor in interest.
As such, we conclude that Sculptchair has met its burden of proving
personal jurisdiction over Chair Decor of Canada under section
48.193(1)(g).
B. Due Process
Having determined that the reach of the Florida long-arm
statute extends to Deena Rich and Chair Decor of Canada, we next
engage in a two-part inquiry in order to determine whether that
reach comports with due process. First, we must determine whether
Deena Rich and Chair decor have established sufficient "minimum
contacts" with the state of Florida. Second, we must decide
whether the exercise of this jurisdiction over her would offend
"traditional notions of fair play and substantial justice."
Robinson, 74 F.3d at 258 (quoting International Shoe, 326 U.S. at
316, 66 S.Ct. at 158).
1. Minimum Contacts
Minimum contacts involve three criteria: First, the contacts
must be related to the plaintiff's cause of action or have given
rise to it. Second, the contacts must involve some purposeful
availment of the privilege of conducting activities within the
forum, thereby invoking the benefits and protections of its laws.
Finally, the defendant's contacts within the forum state must be
such that she should reasonably anticipate being haled into court
there. Francosteel Corp. v. M/V Charm, 19 F.3d 624, 627 (11th
Cir.1994).
We believe sufficient minimum contacts exist to justify
haling Deena Rich into a Florida court. There can be no legitimate
dispute that Deena Rich's marketing activities in the state of
Florida are intimately connected to Sculptchair's causes of action.
It is equally apparent that she purposefully availed herself of the
privilege of conducting business in Florida by marketing Chair
Decor of Canada's products in the state. Finally, this type of
marketing is the kind of activity that would lead a person to
reasonably expect the possibility of ensuing litigation in a
Florida court should some type of dissatisfaction or complications
arise.
We find Chair Decor of Canada's contacts with Florida
effectively indistinguishable from those found sufficient by the
Supreme Court in Burger King v. Rudzewicz, 471 U.S. 462, 105 S.Ct.
2174, 85 L.Ed.2d 528 (1985). In determining whether a Florida
court could constitutionally exercise personal jurisdiction over a
dispute arising from a franchise agreement between a Florida
corporation and a resident of Michigan, the Supreme Court
considered not only the contract itself, but "prior negotiations
and contemplated future consequences, along with the terms of the
contract and the parties' actual course of dealing." Id. at 479,
105 S.Ct. at 2185. Like the defendant franchisee in Burger King,
Chair Decor of Canada "reached out" beyond the borders of Canada
and entered into a carefully structured long-term agreement
envisioning "continuing and wide-reaching contacts" with
Sculptchair in Florida by seeking the exclusive licensing
agreement. Id. at 479-80, 105 S.Ct. at 2185-86 (quotation
omitted). Like the defendant franchisee in Burger King, Chair
Decor of Canada's contacts can in no way be considered "random,"
"fortuitous," or "attenuated." Id. at 480, 105 S.Ct. at 2186
(quotations omitted). Similarly, it was reasonably foreseeable
that Chair Decor of Canada's alleged breach of the exclusive
licensing agreement and infringement on Sculptchair's patent and
trademark rights was likely to lead to litigation in a Florida
court. Id. Paragraph 8(b) of the exclusive licensing agreement,
which provides that all disputes arising thereunder shall be
governed by Florida law in a Florida court, further reinforces
Chair Decor of Canada's "deliberate affiliation with the forum
State and the reasonable foreseeability of possible litigation
there." Id. at 482, 105 S.Ct. at 2187.
2. Fair Play and Substantial Justice
Having determined that Deena Rich and Chair Decor of Canada
have established sufficient minimum contacts with Florida, we must
next consider whether the exercise of personal jurisdiction over
them comports with "fair play and substantial justice." Id. at
476, 105 S.Ct. at 2184, (quoting International Shoe, 326 U.S. at
320, 66 S.Ct. at 160). Relevant factors include "the burden on the
defendant, the interests of the forum ..., and the plaintiff's
interest in obtaining relief." Asahi Metal Indus. Co. v. Superior
Court of California, 480 U.S. 102, 113, 107 S.Ct. 1026, 1032, 94
L.Ed.2d 92 (1987).
We are mindful that "[t]he unique burdens placed upon one who
must defend oneself in a foreign legal system should have
significant weight in assessing the reasonableness of stretching
the long arm of personal jurisdiction over national borders." Id.
at 114, 107 S.Ct. at 1033. These burdens are relatively
uncompelling in this case, however. Although she is a permanent
resident of Canada, Deena Rich has been temporarily residing in
Boca Raton, Florida, for several years while attending school and
plans to establish a permanent residence in Florida soon. While
Chair Decor of Canada's officers/directors/shareholders currently
reside in Toronto, modern methods of transportation and
communication have significantly ameliorated its burden. McGee v.
International Life Ins. Co., 355 U.S. 220, 223, 78 S.Ct. 199, 201,
2 L.Ed.2d 223 (1957). Counterweighted by Florida's obvious
interest in stamping out the type of nefarious economic chicanery
alleged in Sculptchair's complaint and Sculptchair's natural
interest in obtaining relief for these alleged injustices, we have
no difficulty concluding that the exercise of personal jurisdiction
over Deena Rich and Chair Decor of Canada comports with traditional
notions of substantial justice and fair play. See Asahi, 480 U.S.
at 114, 107 S.Ct. at 1033 ("When minimum contacts have been
established, often the interests of the plaintiff and the forum ...
will justify even the serious burdens placed on the alien
defendant.").
III. CONCLUSION
We conclude that the district court has personal jurisdiction
over Deena Rich and Chair Decor of Canada. Accordingly we REVERSE
the judgment of the district court with respect to Deena Rich and
Chair Decor of Canada and REMAND for further proceedings consistent
with this opinion. We AFFIRM the order of the district court in
all other respects.