920 F. Supp. 2d 27
D.D.C.2013Background
- Ralls sues Terna in the D.D.C. seeking declaratory relief and injunctions regarding a wind-farm purchase.
- The four entities—Terna, Ralls, Intelligent Wind Energy, LLC, and Ralls Wind Farm, LLC—structured the Oregon wind-farm sale as a two-tier transaction.
- MIPSA and Guarantee Agreements established a sale framework with New York as the forum for disputes; Security Agreements secured those obligations and reference the MIPSA/Guarantee.
- Terna is a Delaware corporation with California operations; Ralls is a Delaware corporation based in Georgia; neither maintains District of Columbia offices or assets.
- The President’s CFIUS order prohibited the transaction and directed divestiture, prompting disputes about ownership, defaults, and collateral sale; Ralls sought to halt a planned public sale.
- The court held there is no DC-specific personal jurisdiction or proper venue, and dismissed the case without prejudice.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the court has personal jurisdiction over Terna | Ralls contends Terna’s DC contacts via CFIUS submission/meetings and national advertising show sufficient minimum contacts | Terna argues government-contacts exception and lack of targeted DC activity; no DC offices or activities | No personal jurisdiction over Terna |
| Whether venue is proper in the District of Columbia | Forum selection clauses should not foreclose venue because Security Agreements lack venue provision and events occurred here | New York forum clauses in MIPSA/Guarantee control; the District is improper | Venue improper; enforce forum clauses; dismiss without prejudice |
Key Cases Cited
- Envtl. Research Int’l v. Lockwood Greene Eng’rs, Inc., 355 A.2d 808 (D.C. 1976) (government contacts exception to personal jurisdiction)
- Brunson v. Kalil & Co., Inc., 404 F. Supp. 2d 221 (D.D.C. 2005) (government contacts, but not sufficient for jurisdiction)
- Atlantigas Corp. v. Nisource, Inc., 290 F. Supp. 2d 34 (D.D.C. 2003) (no jurisdiction from FERC filings/agency interactions alone)
- Shoppers Food Warehouse v. Moreno, 746 A.2d 320 (D.C. 2000) (advertising in major DC newspaper not targeted local solicitations)
- Rundquist v. Vapiano SE, 798 F. Supp. 2d 102 (D.D.C. 2011) (national advertising circulation does not suffice for DC jurisdiction)
- Commerce Consultants Int’l, Inc. v. Vetrerie Riunite, S.p.A., 867 F.2d 699 (D.C. Cir. 1989) (forum-selection clauses are prima facie valid and enforceable)
- First Chi. Int’l v. United Exch. Co., 836 F.2d 1375 (D.C. Cir. 1988) (prima facie jurisdictional showing required)