United States District Court, N.D. Texas, Dallas Division
SANTANDER CONSUMER USA, INC. Plaintiff,
UNION PONTIAC-GMC, INC., Defendant.
MEMORANDUM OPINION AND ORDER
BARBARA M. G. LYNN O CHIEF JUDGE
the Court is Defendant Union Pontiac-GMC, Inc.'s Motion
to Dismiss for Lack of Personal Jurisdiction, or
Alternatively, Motion to Transfer [ECF No. 10]. After
carefully reviewing the motions, the Court determines that it
lacks personal jurisdiction over the Defendant. However,
rather than dismiss for lack of personal jurisdiction, the
Court transfers this action to the United States District
Court for the District of New Jersey, pursuant to 28 U.S.C.
case involves a contract dispute between Plaintiff Santander
Consumer USA, Inc., an Illinois corporation with its
principal place of business in Dallas County, Texas, and
Union Pontiac-GMC, Inc., a Delaware corporation with its
principal place of business in New Jersey. Pl. Pet. [ECF No.
1-3] ¶¶ 2-3. The parties entered into a
Non-Recourse Dealer Retail Agreement (the
“Agreement”) governing the sale and purchase of
retail installment sales contracts in connection with the
sale of automobiles. Id. ¶ 7.
to the allegations in Plaintiffs Petition, filed in state
court prior to removal, Plaintiff is in the business of
purchasing automobile retail installment sales contracts from
automobile dealers such as Defendant. Id. ¶ 6.
Plaintiff alleges that Defendant assigned four separate
retail installment contracts (the “Missing Equipment
Contracts”) to Plaintiff, in which Defendant
misrepresented the condition of the vehicles, and the
equipment options included with the vehicles. Id.
¶¶ 9-10. Plaintiff maintains that these
misrepresentations violate paragraph 8(J) of the Agreement,
which obligated Defendant to repurchase the Missing Equipment
Contracts. Id. Further, Plaintiff maintains that
Defendant misrepresented customer information in violation of
paragraph 8(h) of the Agreement, obligating Defendant to
repurchase 102 contracts. Id. ¶ 14. Plaintiff
also alleges various other violations of the Agreement,
including failure to tender payment for cancelled
“Additional Products and Services, ” pursuant to
paragraph 4(c) of the Agreement, and failure to pay the value
of reserve amounts. Id. ¶¶ 11-13.
contends that it is not a Texas business, does not maintain
any physical presence or employees in Texas, does not solicit
or advertise in Texas, and does not own or lease property in
Texas. Defendant also contends that the Agreement was not
negotiated or signed in Texas, does not reference Texas, and
does not impose any contractual obligations to be performed
26, 2016, Plaintiff filed its Original Petition in the 192nd
Judicial District Court in Dallas County, Texas. Defendant
timely removed the case to this Court on the basis of
diversity jurisdiction. Defendant now moves to dismiss this
action for lack of personal jurisdiction or, in the
alternative, to transfer the case to the United States
District Court for the District of New Jersey.
defendant challenges personal jurisdiction, the plaintiff
bears the burden of “mak[ing] a prima facie showing
that personal jurisdiction is proper.” Monkton Ins.
Servs., Ltd. v. Ritter, 768 F.3d 429, 431 (5th Cir.
2014) (citing Luv N' Care, Ltd. v. Insta-Mix,
Inc., 438 F.3d 465, 469 (5th Cir. 2006)). The Court
“must accept the plaintiff's uncontroverted
allegations, and resolve in [its] favor all conflicts between
the facts contained in the parties' affidavits and other
documentation.” Monkton, 768 F.3d at 431
(quoting Revell v. Lidov, 317 F.3d 467, 469 (5th
Cir. 2002)). In reviewing a motion to dismiss for lack of
personal jurisdiction, the Court “may consider
‘affidavits, interrogatories, depositions, oral
testimony, or any combination of the recognized methods of
discovery.'” Revell, 317 F.3d at 469
(quoting Stuart v. Spademan, 772 F.2d 1185, 1192
(5th Cir. 1985)).
Court has the power to exercise personal jurisdiction over a
defendant only if the following conditions are satisfied:
“(1) the long-arm statute of the forum state confers
personal jurisdiction over that defendant; and (2) exercise
of such jurisdiction by the forum state is consistent with
due process under the United States Constitution.”
In re Chinese-Manufactured Drywall Prods. Liab.
Litig., 753 F.3d 521, 535 (5th Cir. 2014) (quoting
Ainsworth v. Moffett Eng'g, Ltd., 716 F.3d 174,
177 (5th Cir. 2013)). Because “[t]he Texas long-arm
statute extends to the limits of the Constitution, ”
only the second prong of the test is at issue. Stroman
Realty, Inc. v. Antt, 528 F.3d 382, 385 (5th Cir. 2008).
are two categories of personal jurisdiction, general and
specific. Daimler AG v. Bauman, 134 S.Ct. 746, 754
(2014). General jurisdiction exists when a foreign
corporation's “affiliations with the State are so
‘continuous and systematic' as to render them
essentially at home in the forum State.” Goodyear
Dunlop Tires Operations, S.A. v. Brown, 564 U.S. 2846,
2851 (2011) (citing Int'l Shoe Co. v.
Washington, 326 U.S. 310, 317 (1945)). For the Court to
exercise specific jurisdiction over a nonresident who has not
consented to suit in the forum, the nonresident must have
contacts with the forum state that “arise from or are
directly related to the cause of action.” Marathon
Oil Co. v. A.G. Ruhrgas, 182 F.3d 291, 295 (5th Cir.
1999) (citing Helicopteros Nacionales de Colombia, S.A.
v. Hall, 466 U.S. 408, 414 (1984)).
as the party seeking to invoke the Court's power, bears
the burden of establishing the Court's jurisdiction over
Defendant. See Pervasive Software Inc. v. Lexware GmbH
& Co. KG, 688 F.3d 214, 219 (5th Cir. 2012) (citing
cases). If a district court, as here, decides a motion to
dismiss without holding an evidentiary hearing, a prima facie
case suffices to establish jurisdiction. See Wilson v.
Belin, 20 F.3d 644, 648 (5th Cir. 1994) (citing
Thompson v. Chrysler Motors Corp., 755 F.2d 1162,
1165 (5th Cir. 1985)). A court must take uncontroverted
allegations in the complaint as true, and it must resolve all
factual conflicts favor of the plaintiff. Pervasive
Software, 688 F.3d at 220 (citing Freudensprung v.
Offshore Technical Servs., Inc., 379 F.3d 327, 343 (5th
Cir. 2004)). In deciding the motion, a court may consider
“affidavits, interrogatories, depositions, oral
testimony, or any combination of the recognized methods of
discovery.” Quick Techs., Inc. v. Sage Grp.
PLC, 313 F.3d 338, 344 (5th Cir. 2002) (citing
Thompson, 755 F.2d at 1165).