On appeal from Superior Court of New Jersey, Law Division, Mercer County.
Petrella, Baime and Conley. The opinion of the court was delivered by Baime, J.A.D.
Plaintiff Creative Business Decisions, Inc. appeals from the Law Division's order, dismissing its complaint against defendant Magnum Communications, Ltd. The Law Division found that defendant's contacts with New Jersey were insufficient to confer jurisdiction. Alternatively, the court dismissed the suit on the basis of forum non conveniens. We reverse.
At the outset, we note that the Law Division decided the jurisdictional issues presented on sketchy documentary submissions without the benefit of discovery or further development of the evidence. Our understanding of the facts is thus gleaned from the paltry and incomplete record submitted to us.
Plaintiff is a New Jersey corporation with its principal place of business in Princeton. It is in the business of developing and providing credit management decision and control systems for banks, retailers and other credit institutions. Defendant is a Georgia corporation and is engaged in the same type of business.
In its complaint, plaintiff sought damages from defendant for breach of contract and negligence. Two separate causes of action were alleged. The first pertained to commissions defendant allegedly owed plaintiff for customer referrals. Specifically, plaintiff contended that the parties had entered a joint venture in which the recipient company agreed to pay five percent of the total revenue generated as a result of customer referrals and that defendant had breached that agreement. Plaintiff asserted that defendant had failed to pay monies due on referral accounts including, but not limited to, Lomas Bank and Marshall Fields.
The second cause of action related to a longstanding marketing venture between the parties. Plaintiff claimed that, as an outgrowth of this venture, defendant agreed to organize and conduct a conference in Lake Lanier, Georgia. Plaintiff charged that defendant failed to properly coordinate the conference, resulting in excessive costs and loss of business.
We digress to observe that the second cause of action was inartfully drafted in the complaint. Although plaintiff sought damages based upon defendant's "negligence," the gist of the claim pertained to an alleged breach of contract resulting in consequential damages. Defendant's counterclaim supports our interpretation of plaintiff's cause of action. Referring to the same transaction, defendant asserted that plaintiff breached its agreement by failing to share in the funding of the conference.
In its answer and subsequent motion to dismiss the complaint, defendant asserted that New Jersey lacked jurisdiction. Specifically, defendant argued that its business operations had no nexus to New Jersey and that maintenance of plaintiff's suit in this State offended traditional notions of fair play and substantial Justice. Plaintiff's president, Pat Nanda, filed a certification in opposition to defendant's motion. According to Nanda, beginning in 1986, the parties entered into a series of overlapping joint ventures respecting customer referrals and marketing. The customer referral agreement was memorialized in a written contract signed by the presidents of both companies on June 6, 1986. The contract, entitled "FINDER'S FEE AND REVENUE SHARING AGREEMENT," provided commissions for customer referrals and stated that the companies would "equally share all future revenues generated by the development" of specified computer software.
In addition, the parties entered into an extensive marketing agreement commencing in April 1987 and continuing through September 1990. In furtherance of this agreement, the parties jointly hired Michael Lambert and Gregory Keyes to market and sell their products. Lambert was based in Georgia and was responsible for staffing and administration. Keyes operated as an
account executive from his base in plaintiff's Princeton office. Although a confirmation letter from defendant provided that the salaries of all personnel were to be jointly funded, plaintiff claimed that defendant paid the entire amount of Keyes' salary. Nanda further alleged that, as part of their joint marketing arrangement, the parties prepared a referral list, dividing responsibilities for customer solicitation. So too, sales territories were divided and ...