887 F. Supp. 2d 90
D.D.C.2012Background
- Johns contracted Newsmax to provide advertising services and manage an email list of ~100,000 addresses.
- The contract was negotiated via telephone from Johns’ DC office and Newsmax’s Florida office, with the DC office handling communications.
- Newsmax terminated the contract by email in October 2011 and ceased marketing with Johns’ list.
- The agreement contains a dispute resolution clause requiring arbitration in Florida and waiver of jury trial, plus a one-year limitations provision.
- Johns filed suit in DC alleging breach of contract, conversion, misappropriation, and interference with prospective business advantage; Newsmax moved to dismiss, transfer, or compel arbitration.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the court has personal jurisdiction over Newsmax | Newsmax transacted business in DC; formation and performance tied to DC office | No sufficient contacts to support jurisdiction | Specific jurisdiction established |
| Whether venue is proper in DC | Defendant is subject to jurisdiction in DC; thus venue proper | Could transfer to Florida for convenience | Venue in DC is appropriate; transfer denied |
| Whether the arbitration clause governs the disputes | Disputes do not arise under the contract or post-termination issues | All relevant claims arise under the contract and fall within arbitration | Arbitration clause enforceable; disputes within scope |
| Whether the arbitration provision survived termination and any waiver arguments | Clause may not survive; waiver of arbitration possible | Clause survives and no waiver occurred | Arbitration survives termination; no waiver found |
| Who decides arbitrability | Arbitrability is a question for the court, not arbitrators | Arbitrability can be decided by arbitrators if contract so provides | Court will decide arbitrability; not disputed here |
Key Cases Cited
- GTE New Media Servs. v. Bellsouth Corp., 199 F.3d 1343 (D.C. Cir. 2000) (long-arm jurisdiction breadth and due process connection)
- Asahi Metal Indus. v. Superior Ct. of Cal., 480 U.S. 102 (1988) (minimum contacts and purposeful availment standard)
- First Options of Chicago, Inc. v. Kaplan, 514 U.S. 938 (1995) (arbitrability questions typically reserved for courts unless contract provides otherwise)
- Moses H. Cone Mem'l Hosp. v. Mercury Constr. Corp., 460 U.S. 1 (1983) (liberal policy favoring arbitration; scope of arbitrable issues)
- Nolde Bros., Inc. v. Local No. 358, Bakery & Confectionery Workers Union, 430 U.S. 243 (1977) (arbitration clause survives contract termination when dispute concerns obligations under the contract)
- Litton Fin. Printing Div. v. N.L.R.B., 501 U.S. 190 (1991) (arbitration policy includes enforcing implied arbitration of disputes)
- Helmer v. Doletskaya, 393 F.3d 201 (D.C. Cir. 2004) (expansive view of DC long-arm jurisdiction)
- Doe I v. State of Israel, 400 F. Supp. 2d 86 (D.D.C. 2005) (minimal nexus suffices for transacting business in DC)
- AMAF Int'l Corp. v. Ralston Purina Co., 428 A.2d 849 (D.C. 1981) (general jurisdiction under DC code §13-334 requires service within DC)
- Nat'l Resident Matching Program v. Elec. Residency LLC, 720 F. Supp. 2d 92 (D.D.C. 2010) (service within DC crucial for general jurisdiction under §13-334)