Kaman Aerospace Corp. v. Cent. Copters

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KAMAN AEROSPACE CORP., Plaintiff, v. CENTRAL COPTERS, INC., Defendant.

No. 3:22-CV-1445 (SVN)

United States District Court, D. Connecticut

August 28, 2023

RULING AND ORDER ON CENTRAL COPTERS' MOTION TO DISMISS

Sarala V. Nagala, United States District Judge.

Plaintiff Kaman Aerospace Corp. (“Kaman”), a manufacturer of helicopters, parts, and equipment, brought this breach of contract action against a customer, Defendant Central Copters, Inc. (“Central Copters”), contending that Central Copters has not paid for parts purchased from Kaman. Central Copters has now moved to dismiss the present action or, in the alternative, transfer it to the District of Montana so it can proceed along with a related pending action. Specifically, Central Copters contends that this Court lacks personal jurisdiction over it and that transfer would be in the interest of justice. In response, Kaman contends that its breach of contract claim is subject to a forum selection clause incorporated into the parties' transactions, through which Central Copters effectively consented to personal jurisdiction in Connecticut. For the following reasons, the Court agrees with Kaman, and Central Copters' motion to dismiss or transfer is thus DENIED.

I. FACTUAL BACKGROUND^[1]

Kaman is a corporation organized under Delaware law with its principal place of business in Bloomfield, Connecticut. Compl., ECF No. 1, ¶ 4; Perreault Decl., ECF No. 20-2 ¶ 7. Kaman manufactures and sells the component parts and equipment for the K-MAX K-1200 model helicopter. Compl. ¶ 6. Central Copters is a corporation organized under Montana law with its principal place of business in Gallatin County, Montana. Id. ¶ 5; Duffy Decl., ECF No. 16-2, ¶ 3. Central Copters “utilizes a fleet of helicopters to provide services such as aerial firefighting, aerial surveying, and search and rescue missions throughout the western part of the United States.” Duffy Decl. ¶ 4. Prior to the relevant events, Central Copters purchased helicopters, parts, and equipment from Kaman. See id. ¶ 5; Perreault Decl. ¶¶ 8, 12, 16.

According to Central Copters, its representatives met with Kaman's representatives in California in 2019, to discuss Central Copters' need to purchase various parts for a K-MAX helicopter. Duffy Decl. ¶ 14. Kaman communicated that it did not have those parts ready to ship at that time, and the parties discussed the timing of Central Copters' need for the parts in subsequent phone calls. Id. Then, in August of 2020, a pilot employed by Central Copters was flying a K-MAX helicopter to fight a fire in Oregon when he was killed in a helicopter accident. Id. ¶ 6.

In the spring of 2021, Kaman informed Central Copters that it had the parts Central Copters requested in 2019 available to ship from Connecticut to Montana. Id. ¶ 15. Between the spring and summer of 2021, Central Copters drafted and submitted purchase orders for the parts, totaling more than $500,000, and Kaman began to ship the parts in June of 2021. Compl. ¶ 8; Perreault Decl. ¶¶ 18-19; Duffy Decl. ¶ 15.

Central Copters contends that, in August of 2021, Central Copters “took all of its K-Max helicopters out of service” because of various defects discovered following the death of a Central Copters pilot in 2020. Duffy Decl. ¶ 20. Central Copters further contends that, because it grounded the fleet, it did not require the parts shipped by Kaman in the summer of 2021, and it then attempted to return them. Id. Kaman represents that Central Copters contacted it around this time asking to return certain parts, and that Kaman authorized the return of all parts that had been delivered within thirty days of the request, per Kaman's policy that returns be requested within thirty days of delivery. Perreault Decl. ¶¶ 24, 26. Specifically, Kaman represents that it authorized the return of $122,237.00 worth of parts, but that Central Copters never actually shipped those parts back. Id. ¶ 27. Nor has Central Copters paid its outstanding balance of $520,284.90. Compl. ¶¶ 12-13.

II. PROCEDURAL HISTORY

In August of 2021, around the same time Central Copters grounded its fleet of K-MAX helicopters, Central Copters and the estate of the deceased pilot (represented by the pilot's father, who is the President of Central Copters) initiated an action for product liability and wrongful death against Kaman in Montana state court, and the action was subsequently removed to the U.S. District Court for the District of Montana. Duffy Decl. ¶ 8; Duffy v. Kaman Aerospace Corp., 590 F.Supp.3d 1317, 1322 (D. Mont. 2022). Kaman moved to dismiss that action for lack of personal jurisdiction or to, in the alternative, transfer venue to the District of Connecticut pursuant to forum selection clauses contained in various documents underlying the parties' transactions. Duffy, 590 F.Supp.3d at 1328. The district court denied the motion in its entirety, finding that it had personal jurisdiction over Kaman, and that the forum selection clauses did not bind the estate of the deceased pilot and did not govern Central Copters' claims in that suit. Id. at 1329-30. Kaman then filed an answer to the complaint raising various affirmative defenses and counterclaims of contribution, none of which addressed Central Copters' outstanding balance. See generally Jensen Decl., ECF No. 16-3, Ex. 2. That case has proceeded to discovery.

Meanwhile, in November of 2022, Kaman initiated the present two-count action for breach of contract and unjust enrichment under Connecticut state law, invoking this Court's diversity jurisdiction. Compl. ¶¶ 1, 14-23. Central Copters then filed the present motion, seeking dismissal of the complaint for lack of personal jurisdiction and improper venue pursuant to Federal Rules of Civil Procedure 12(b)(2) and 12(b)(3), or, alternatively, seeking transfer of venue to the District of Montana pursuant to 28 U.S.C. §§ 1404(a) or 1406(a).

III. PERSONAL JURISDICTION

A. Federal Rule of Civil Procedure 12(b)(2)

Federal Rule of Civil Procedure 12(b)(2) permits a defendant to raise lack of personal jurisdiction as a defense by motion before a responsive pleading. The plaintiff bears the burden of establishing personal jurisdiction over the defendant. MacDermid, Inc., 702 F.3d at 728. The showing a plaintiff must make “varies depending on the procedural posture of the litigation.” Dorchester Fin. Sec., Inc. v. Banco BRJ, S.A., 722 F.3d 81, 84 (2d Cir. 2013). While a plaintiff bears the “ultimate burden” of establishing jurisdiction over a defendant by a preponderance of the evidence, until an evidentiary hearing is held, the plaintiff “need make only a prima facie showing by its pleadings and affidavits that jurisdiction exists.” CutCo Indus., Inc. v. Naughton, 806 F.2d 361, 365 (2d Cir. 1986). This prima facie showing requires “an averment of facts that, if credited by the ultimate trier of fact, would suffice to establish jurisdiction over the defendant.” Licci ex rel. Licci v. Lebanese Canadian Bank, SAL, 673 F.3d 50, 59 (2d Cir. 2012). Here, neither party has requested, and the Court has not held, an evidentiary hearing. Thus, Kaman is required to make only a prima facie showing that this Court possesses personal jurisdiction over Central Copters.

The Court must construe any pleadings, affidavits, and other evidence in the light most favorable to Kaman, and all factual disputes must be resolved in its favor. See transport Wiking Trader Schiffarhtsgesellschaft MBH & Co., Kommanditgesellschaft, 989 F.2d at 580; CutCo Indus., Inc., 806 F.2d at 365.

“Personal jurisdiction over a defendant in a diversity action is determined by the law of the forum in which the court sits.” CutCo Indus., Inc., 806 F.2d at 365. In moving to dismiss the complaint, Central Copters contends that Connecticut's long-arm statute does not support the Court's exercise of personal jurisdiction over it, and that, even if it did, such exercise of personal jurisdiction would violate the Fourteenth Amendment's Due Process Clause. See Samelko v. Kingstone Ins. Co., 329 Conn. 249, 256 (2018); Chloe v. Queen Bee of Beverly Hills, LLC, 616 F.3d 158, 163-64 (2d Cir. 2010). In response, Kaman contends that Central Copters consented to personal jurisdiction in Connecticut through a forum selection clause Kaman claims was incorporated into purchase orders Central Copters submitted to Kaman. The Court considers this last issue first, as it is dispositive.

B. Forum Selection Clause

1. Legal Standard

“Parties can consent to personal jurisdiction through forum-selection clauses in contractual agreements.” D.H. Blair & Co. v. Gottdiener, 462 F.3d 95, 103 (2d Cir. 2006) (citing Nat'l Equip. Rental, Ltd. v. Szukhent, 375 U.S. 311, 315-16 (1964)). See also Burger King Corp. v. Rudzewicz, 471 U.S. 462, 472 n.14 (1985). To determine the enforceability of a forum selection clause for the purpose of personal jurisdiction, a court proceeds through a four-step analysis. Martinez v. Bloomberg LP, 740 F.3d 211, 217 (2d Cir. 2014); Phillips v. Audio Active Ltd., 494 F.3d 378, 383 (2d Cir. 2007). “The first inquiry is whether the clause was reasonably communicated to the party resisting enforcement.” Phillips, 494 F.3d at 383 (citing Gottdiener, 462 F.3d at 103). At the second step, the court must “classify the clause as mandatory or permissive, i.e., to decide whether the parties are required to bring any dispute to the designated forum or simply permitted to do so.” Id. (emphasis in original). At the third step, the court must consider “whether the claims and parties involved in the suit are subject to the forum selection clause.” Id.

If those three steps support the enforceability of the forum selection clause, the clause becomes presumptively enforceable. Id. That presumption may be overcome...