CSS Antenna, Inc. v. Amphenol-Tuchel Electronics, GmbH
764 F. Supp. 2d 745
D. Maryland2011Background
- ATE is a German company with a U.S. office in Canton, Michigan; CSS is a Maryland corporation selling antenna components.
- CSS and ATE negotiated starting in 2004; initial inquiries and negotiations occurred via Michigan and Maryland offices.
- The parties conducted business through a purchase-order/purchase-confirmation system, culminating in an Inventory and Supply Agreement in April 2005 and ongoing PO/confirmation thereafter.
- ATE representatives made four additional trips to CSS’s Maryland offices; CSS’s orders were invoiced from Maryland and shipped from Michigan.
- CSS alleged deficiencies in ATE cables leading to site failures in 2006; CSS filed suit in Maryland on July 30, 2009.
- ATE moved to dismiss for lack of personal jurisdiction, improper venue, or transfer/forum non conveniens; CSS opposed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Maryland has specific personal jurisdiction over ATE | ATE purposefully availed Maryland and contacts arise from Maryland activities. | Contacts largely occurred in Michigan; no Maryland-based contract performance. | MDSpecific jurisdiction exists; exercise of jurisdiction is constitutional. |
| Whether a forum selection clause is binding and governs venue | General Conditions clause not incorporated; CSS did not consent to forum clause. | Purchase confirmations referenced General Conditions; CISG effects; clause binding. | Under CISG, forum clause not clearly incorporated; improper venue denied without prejudice. |
| Whether transfer or dismissal on forum non conveniens is appropriate | MD has substantial connection; transfer would be burdensome for CSS. | Michigan convenient for witnesses and evidence; forum non conveniens warranted. | Transfer and forum non conveniens denied; case to remain in Maryland. |
| Whether venue is improper under federal venue rules | Venue proper in Maryland given contract-related actions and injuries in state. | Forum selection and CISG considerations could render venue improper. | Improper venue denial without prejudice; not dispositive on the merits. |
Key Cases Cited
- Consulting Engineers Corp. v. Geometric Ltd., 561 F.3d 273 ((4th Cir. 2009)) (merges long-arm with due process analysis for Md. jurisdiction)
- Carefirst of Maryland, Inc. v. Carefirst Pregnancy Centers, Inc., 334 F.3d 390 ((4th Cir. 2003)) (long-arm statue and due-process inquiries merge)
- AL S Scan, Inc. v. Digital Serv. Consultants, Inc., 293 F.3d 707 ((4th Cir. 2002)) (specific vs. general jurisdiction framework)
- CFA Inst. v. Inst. of Chartered Fin. Analysts of India, 551 F.3d 285 ((4th Cir. 2009)) (purposeful availment and Connecticut Virginia-type analysis in specific jurisdiction)
- Gulf Oil Corp. v. Gilbert, 330 U.S. 501 ((1947)) (forum non conveniens framework and balancing private/public factors)