Tarkett USA, Inc. v. Harnix Corporation, 1:16-cv-02400

Background

Tarkett USA (Ohio) supplied vinyl composite tile (VCT) under a 1996 reseller/installation agreement with Harnix Corp. d/b/a Linron (Texas), which included a one‑year post‑termination non‑compete and obligations to remove/return old flooring for recycling.
The parties worked together for nearly 20 years; substantial sales to Walmart occurred, including installation and removal work at Walmart stores in Ohio.
In 2014 Tarkett moved VCT production to Alabama; Linron allegedly misrepresented to Tarkett that Walmart rejected the Alabama product and then continued to sell competitors’ products to Walmart despite metrics showing the Alabama VCT met Tarkett standards.
Tarkett sued for breach of contract, breach of implied contract, intentional misrepresentation, and tortious interference; Defendants moved to dismiss for lack of personal jurisdiction or, alternatively, to transfer venue to Texas.
Defendants argued their only Ohio connection was Tarkett’s relocation and that the operative conduct occurred in Texas; Tarkett submitted affidavits showing Linron placed orders, oversaw installations, inspected Ohio stores, sent samples and reimbursement requests to Ohio, and negotiated/amended agreements with Tarkett in Ohio.
The court treated the record in Tarkett’s favor (prima facie standard), concluded Linron transacted business in Ohio and purposefully availed itself of the forum, and denied the motion to dismiss and the motion to transfer venue.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Personal jurisdiction (Ohio)	Linron transacted business in Ohio: orders, installations, inspections, samples, reimbursements, contract negotiations/execution directed to Ohio.	Only contact is Tarkett’s unilateral move to Ohio; operative acts (Walmart negotiations, returns, misrepresentations) occurred in Texas/other states.	Court found specific jurisdiction: Linron purposefully availed itself and obligations/acts arose from Ohio contacts; motion to dismiss denied.
Long‑arm statute applicability	Ohio R.C. §2307.382(A)(1) covers transacting business via continuing obligations and contract performance in Ohio.	Implied that statute should not reach because primary performance/negotiations occurred elsewhere.	Court held prima facie showing met under the long‑arm statute (transacting business).
Due process—purposeful availment	Linron’s repeated sales, installations, inspections, communications and agreements with an Ohio plaintiff establish purposeful availment.	Contacts are insufficient and arise only from plaintiff’s relocation; defendants lacked foreseeable exposure to suit in Ohio.	Court held purposeful availment satisfied given the record at this stage.
Motion to transfer venue (28 U.S.C. §1404(a))	Ohio has strong interest in enforcing contracts; witnesses and evidence split between Ohio and Texas.	Texas is more convenient: defendants and many witnesses reside there; operative facts occurred there.	Court denied transfer: no compelling private or public factors favoring transfer; witnesses likely split and Ohio has an interest in enforcement.

Key Cases Cited

Burger King Corp. v. Rudzewicz, 471 U.S. 462 (1985) (purposeful availment and continuing obligations support jurisdiction)
World–Wide Volkswagen Corp. v. Woodson, 444 U.S. 286 (1980) (foreseeability that defendant could be haled into court in the forum is required)
Hanson v. Denckla, 357 U.S. 235 (1958) (plaintiff’s unilateral activity insufficient for jurisdiction)
J. McIntyre Mach., Ltd. v. Nicastro, 564 U.S. 873 (2011) (forum‑by‑forum analysis and the need for conduct directed at the forum)
CompuServe, Inc. v. Patterson, 89 F.3d 1257 (6th Cir. 1996) (contacts related to operative facts support specific jurisdiction)
Air Prods. & Controls, Inc. v. Safetech Int’l, Inc., 503 F.3d 544 (6th Cir. 2007) (prima facie standard for jurisdiction when court relies on written materials)
Kerry Steel, Inc. v. Paragon Indus., 106 F.3d 147 (6th Cir. 1997) (distinction between general and specific jurisdiction)
Cole v. Mileti, 133 F.3d 433 (6th Cir. 1998) (where first two jurisdictional prongs are met, reasonableness is usually satisfied)