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J.D. Fields & Co., Inc. v. Shoring Engineers

United States District Court, S.D. Texas, Houston Division

June 13, 2019

J.D. Fields & Co., Inc., Plaintiff,
v.
Shoring Engineers, Defendant.

          MEMORANDUM OPINION AND ORDER

          Gray H. Miller, Senior United S H. District Judge.

         Pending before this court is defendant Shoring Engineers's (“Shoring”) motion to dismiss for lack of personal jurisdiction and improper venue (Dkt. 5). Plaintiff J.D. Fields and Company, Inc. (“J.D. Fields”) responded. Dkt. 12. Shoring replied, and J.D. Fields filed a sur-reply. Dkt. 14 (Shoring's reply); Dkt. 15-1 (J.D. Field's sur-reply). Having considered the motions, responses, replies, and applicable law, the court is of the opinion that the motion to dismiss (Dkt. 5) should be DENIED.

         I. Background

         This is a breach of contract case. Shoring is incorporated and has its principal place of business in California, while J.D. Fields is incorporated and has its principle place of business in Texas. Dkt. 1 at 2. In January 2017, Shoring requested that J.D. Fields locate and supply specially fabricated steel piling for a project at the Los Angeles International Airport. Dkt. 1-1 at 3; Dkt. 5 at 5. J.D. Fields subsequently sent Shoring a price quote for the piling on company letterhead, which included J.D. Fields's Houston office address. Dkt. 1-1 at 4; Dkt. 5 at 5. The price quote expressly stated that “[o]nly a fully executed purchase agreement shall be binding.” Dkt. 12-4 at 2.

         On March 20, 2017, a Shoring representative emailed J.D. Fields and asked what Shoring would need to do for J.D. Fields to “hold that pipe.” Dkt. 12-3 at 3. A J.D. Fields representative responded that if Shoring replied to the quote with a signature, J.D. Fields would hold the piling until Shoring produced a formal purchase order. Id. A Shoring representative signed the quote, wrote “ACCEPTED” on the document, and sent the document back to J.D. Fields. Dkt. 12-4. However, Shoring never executed a formal purchase order.

         Shortly after receiving the signed quote, J.D. Fields sent Shoring a credit application. Id. Shoring executed the credit application, also on J.D. Fields letterhead, and returned the application to J.D. Fields. Dkt. 5 at 27. On March 24, J.D. Fields notified Shoring that Shoring's credit application had been approved. Dkt. 12-5 at 2. The credit notification included J.D. Fields's General Terms and Conditions of Sale (“GTCs”). Id. The GTCs expressly provided, in bold type, that “every sale by [J.D. Fields] shall in every case be subject to these terms and conditions to the exclusion of any other terms.” Id. at 3. The GTCs also included the following forum-selection clause:

2.1 CHOICE OF FORUM
All actions or proceedings either directly or indirectly arising from or related to this contract or transaction, regardless of whether grounded in contract, tort, or any other legal theory, shall be brought only in State or Federal Court in Harris County in the State of Texas, and Buyer hereby consents and submits to the exclusive jurisdiction and venue of such courts for the purpose of such actions or proceedings.

Id. (emphasis added). On April 13, a J.D. Fields representative emailed Shoring on same email chain that Shoring used to send the March 20 signed quote. Dkt. 24-8 at 2. J.D. Fields asked if Shoring was “still good on” the pipe for which Shoring had previously signed. Dkt. 12-2 at 4; Dkt. 24-8 at 2. Shoring replied that “[y]es, the other pipe is still good.” Dkt. 12-2 at 4; Dkt. 24-8 at 2. On April 19, J.D. Fields paid a third-party distributor, JCD International Services (“JCD”), approximately $193, 000 as a partial up-front payment to fill Shoring's order. Dkt. 12-2 at 5; Dkt. 24-2 at 4.

         In the following months, Shoring made multiple requests for changes to the order and provided fabrication instructions in furtherance of the contract. Dkt. 12 at 11. However, in July 2017, Shoring informed J.D. Fields that Shoring was repudiating the contract and would not take delivery of the pilings as previously agreed. Id. To date, Shoring has paid J.D. Fields $50, 019 in damages. Dkt. 12-2 at 5. J.D. Fields alleges that this payment only covers a “fraction” of its damages. Id.

         J.D. Fields filed suit in the 269th Judicial District Court of Harris County, Texas, alleging breach of contract and promissory estoppel. Dkt. 1. Shoring removed the action to this court. Id. Shoring then filed a Rule 12(b) motion to dismiss for lack of personal jurisdiction and improper venue. Dkt. 5.

         II. Standard of Review

         A. Rule 12(b)(2) Motion to Dismiss for Lack of Personal Jurisdiction

         A court must dismiss an action when it lacks personal jurisdiction over the defendant. Fed.R.Civ.P. 12(b)(2). When a non-resident defendant moves to dismiss for lack of personal jurisdiction, the resident plaintiff has the burden of establishing personal jurisdiction over the nonresident. Lewis v. Fresne, 252 F.3d 352, 358 (5th Cir. 2001). When a district court rules on personal jurisdiction without an evidentiary hearing, the plaintiff must make a prima facie showing of jurisdiction, and the court may consider the entire contents of the record, including affidavits. Quick Techs., Inc. v. Sage Grp. PLC, 313 F.3d 338, 344 (5th Cir. 2002). “The allegations of the complaint, except insofar as controverted by opposing affidavits, must be taken as true, and all conflicts in the facts must be resolved in favor of the plaintiffs for purposes of determining whether a prima facie case for personal jurisdiction has been established.” Thompson v. Chrysler Motors Corp., 755 F.2d ...


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