Allure Pet Prod. v. Donnelly Mktg. & Dev.

477 N.J. Super. 541

308 A.3d 746

ALLURE PET PRODUCTS, LLC, PLAINTIFF-RESPONDENT, v. DONNELLY MARKETING & DEVELOPMENT LLC, D/B/A CONCORD EXPO GROUP, AND KATHY LYNN KAZMAIER DONNELLY, INDIVIDUALLY, DEFENDANTS-APPELLANTS.

DOCKET NO. A-0429-23

Superior Court of New Jersey Appellate Division

Argued January 8, 2024—Decided January 17, 2024

On appeal from an interlocutory order of the Superior Court of New Jersey, Law Division, Morris County, Docket No. L-1281-21.

Before Judges Sabatino, Mawla, and Marczyk.

Joshua Matthew Lurie argued the cause for appellants (Lurie Strupinksy, LLP, attorneys; Joshua Matthew Lurie, on the brief).

Joseph M. Morgese argued the cause for respondent (Wilson, Elser, Moskowitz, Edelman & Dicker, LLP, attorneys; Joseph M. Morgese, of counsel and on the brief).

The opinion of the court was delivered by

SABATINO, P.J.A.D.

This interlocutory appeal solely concerns an issue of personal jurisdiction. The issue is whether our state court has personal jurisdiction over a defendant Utah company and its owner who entered into a contract to reserve exhibition space for plaintiff, a New Jersey pet product supplier, at a biannual trade show in Germany planned for 2020. The trade show was eventually postponed because of the COVID-19 pandemic, and the company and its owner declined to refund plaintiff's payment or apply it to the next show in 2022.

Defendants argue they lacked the required "minimum contacts" to be sued in New Jersey, stressing that plaintiff originally initiated the parties’ relationship in 2011 by asking defendants to arrange for space at an earlier trade show in 2012. They further contend it would offend constitutional principles of fair play and substantial justice to compel them to litigate this civil case in this state so distant from Utah.

For the reasons that follow, we affirm the trial court’s finding of personal jurisdiction under these circumstances. As a matter of law, it is not dispositive that the New Jersey plaintiff originally initiated contact with the Utah company and its owner years before the present transaction. The record shows the Utah defendants sought and procured renewal contracts with plaintiff for the next four biannual trade shows, including 2020. In addition, the Utah defendants repeatedly solicited new or renewal business from at least ten other New Jersey pet companies during that time frame. Given that conduct, the Utah defendants "purposely availed" themselves of doing business with New Jersey customers to a level sufficient to satisfy the criteria for in personam jurisdiction under the Due Process Clause. The norms of fair play and substantial justice are not offended here.

I.

We derive the pertinent facts, as did the motion judge, from the jurisdictional discovery exchanged between the parties.

Plaintiff Allure Pet Products, LLC ("Allure") is a wholesale and consumer pet product supplier based in Denville, New Jersey. Allure is co-owned by two New Jersey residents. In this lawsuit, Allure seeks recovery of $14,256.80 it paid to defendant Donnelly Marketing & Development LLC (d/b/a "Concord"), a Utah company, for services it claims it did not receive.

Concord’s sole member and owner is co-defendant Kathy Lynn Kazmaier Donnelly. Her father had previously founded the company in or about 2003 or 2004, and she took over the business after he passed away in 2013. Donnelly operates the business from Utah.

As described in Donnelly’s deposition testimony, Concord organizes a variety of international trade shows. Among other things, Concord arranges for exhibitors to have booths to display their products and services at the trade shows, Concord’s "turnkey package" includes assistance with marketing and promotion within the trade show, hotel accommodations, translators, on-site cleaning, security, and lounges with food and drink.

One of those trade shows is "Interzoo," in which vendors of pet products and services from around the world participate. The Interzoo show is customarily held biannually. Apparently, the only means for an exhibitor to obtain space within the United States Pavilion at the show, other than through Concord, is to share a booth with another exhibitor or to make arrangements directly with Interzoo.

The parties’ relationship began in September 2011 when Robert Flynn, a co-owner of Allure, telephoned Donnelly and asked whether Allure could obtain a booth at the upcoming Interzoo show planned for 2012. Donnelly responded to Flynn through an email and offered her company’s services. She then contacted the Interzoo project team to arrange space for Allure at the 2012 show. That initial transaction went forward, with Allure paying Concord for its services.

In or about early 2013, Donnelly sent all of its 2012 Interzoo exhibitors, including Allure, what she described as a "special offer" to renew their space for the next Interzoo show in 2014. The offer extended to past customers the same space and services at the same rates. Allure took advantage of Concord’s renewal offer and, in fact, increased its amount of reserved space for the 2014 show.

The same pattern repeated for the 2016 and 2018 Interzoo shows, with Concord extending its special offer, and Allure renewing space through Concord, with some adjustments of its booth location. As Donnelly recalled, she generally sent the special offers by certified mail, to ensure their receipt by the past customers. Allure was among the clients that were mailed these special offers. If an exhibitor chose to renew, it would send back to Concord a signed copy of the contract and a check for the deposit.

The present dispute arose in connection with the Interzoo show that had been planned for May 2020 in Nuremberg, Germany. As per its custom, after the 2018 show, Concord extended Allure a special offer to renew for 2020.

On April 26, 2019, Donnelly sent Allure an email attaching the special offer for 2020. The special offer specified a 30.24 square meter "island turnkey stand" within the United States Pavilion, plus a catalogue listing and communications package, for a total price of $14,256.80. Donnelly asked Allure to respond by emailing back the signed contract within four days and paying a deposit within thirty days.

Allure’s representative, Julie Krauss, emailed Donnelly back and requested the tentative floor plan for the 2020 show. In reply, Donnelly emailed Krauss a working diagram of the floor plan but noted she had shared the diagram with a few other companies that also might want to move their booth location.

Four days after receiving Concord’s renewal offer for the 2020 show, Krauss emailed Donnelly and advised her that "after much deliberation," Allure agreed to renew the same booth from the 2018 show for 2020. The email noted "[w]e can work on the details later" and that Allure would arrange to pay the deposit, followed by the remaining balance due in December. Donnelly responded with more details and reminded Krauss to send back the contract and deposit in order to "secure the space." The parties thereafter mutually signed the contract, and Allure paid the full balance.

Subsequently, in early 2020, the worldwide COVTD-19 pandemic caused the sponsor to cancel the 2020 Interzoo show. The sponsor initially announced it would reschedule the event in 2021. At Concord’s suggestion, Allure agreed to take part in the rescheduled show in 2021 under their preexisting contract.

As the pandemic lingered, the sponsor decided to postpone the show until 2022. At that point, Allure asked Concord to apply its deposit to the 2022 show. When Concord declined to do so, Allure demanded its money back. Concord was unwilling to refund the money, asserting that Allure bore the risk of the 2020 show’s cancellation. It pointed to language within its form contract stating that plaintiff's deposit of the total participation fee was non-refundable.¹

These events prompted Allure to sue Concord and Donnelly in the Law Division, seeking repayment of the funds it paid and other relief. Defendants moved to dismiss the complaint under Rule 4:6-2,² alleging our courts lack personal jurisdiction over them. Defendants also asserted plaintiff’s complaint failed to state a claim upon which relief may be granted. The trial court ordered jurisdictional discovery, which the parties completed through the exchange of documents and interrogatory answers, and the remote depositions of Donnelly and Krauss.

One of the key documents supplied by defendants in discovery was a chart Donnelly prepared that shows Concord’s interactions with New Jersey customers for the 2012, 2014, 2016, 2018, and 2020 Interzoo shows.³ Depending on how the numbers are counted, the chart reflects that Concord has done business with ten or more New Jersey customers, including Allure, during that time span, most of them renewing their space every two years. As Donnelly recounted during her deposition and as the chart reflects, some of those New Jersey customers date back to the early 2000s when her father owned the business.

Upon considering the discovery and hearing oral argument, the trial court denied defendants’ motion. In his initial written decision, the motion judge concluded the court had specific, but not general, personal jurisdiction over defendants in connection with the contract. The judge observed, in particular, that the complaint alleges a contract involving a New Jersey company. The judge made other rulings bearing upon non-jurisdictional issues not before us.

Defendants moved for reconsideration. The judge again denied their motion. Among other things, the judge made note of plaintiff’s argument that the discovery showed defendants "were conducting business with New Jersey-based pet products entities over the course of [eight] years."

Defendants moved for leave to appeal, which we granted but "solely with respect to the jurisdictional ruling and the trial court’s subsequent denial of reconsideration."

II.

As we noted at the outset, defendants emphasize...