809 F. Supp. 2d 1300
N.D. Okla.2011Background
- Plaintiffs Sleepy Lagoon, Ltd. and McWhorter Family Trust, along with others, held Preserver stock; Tower Group, Inc. agreed to buy it under a stock purchase agreement (SPA).
- Plaintiffs reside in Oklahoma, Texas, Louisiana, and other states; Tower is a Delaware corporation with principal place of business in New York.
- SPA provides New York law and ongoing post-closing communications and potential additional purchase price payments.
- Tower states it conducts no Oklahoma business; plaintiffs allege post-closing contacts and notices occur through Oklahoma counsel.
- Post-closing disputes include final base purchase price determination and potential additional purchase price; notices were sent to Oklahoma counsel.
- Court addresses whether it has personal jurisdiction over Tower and whether venue should be transferred to SDNY.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Oklahoma may exercise personal jurisdiction over Tower | Tower initiated negotiations with Oklahoma residents | Tower lacks general jurisdiction; only specific jurisdiction possible | Court finds specific jurisdiction exists |
| Whether venue should be transferred to SDNY | Plaintiffs’ forum choice should be deference honored | SDNY is more convenient; transfer warranted | Transfer denied; venue proper in Oklahoma |
Key Cases Cited
- Intercon, Inc. v. Bell Atl. Internet Solutions, Inc., 205 F.3d 1244 (10th Cir.2000) (collapses long-arm and due process analysis)
- OMI Holdings, Inc. v. Royal Ins. Co. of Canada, 149 F.3d 1086 (10th Cir.1998) (minimum contacts for general jurisdiction)
- Burger King Corp. v. Rudzewicz, 471 U.S. 462 (1985) (purposeful availment and reasonableness in due process)
- Pro Axess, Inc. v. Orlux Distribution, Inc., 428 F.3d 1270 (10th Cir.2005) (sliding scale for due process in jurisdiction analysis)
- AST Sports Science, Inc. v. CLF Distribution Ltd., 514 F.3d 1054 (10th Cir.2008) (contract case factors for specific jurisdiction)
- Chrysler Credit Corp. v. Country Chrysler, Inc., 928 F.2d 1509 (10th Cir.1991) (Chrysler factors for transfer analysis)
- Scheidt v. Klein, 956 F.2d 963 (10th Cir.1992) (considerations for transfer convenience and witnesses)
- Employers Mut. Cas. Co. v. Bartile Roofs, Inc., 618 F.3d 1153 (10th Cir.2010) (deference to plaintiff’s forum choice; strong showing needed to transfer)