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Vedicsoft Solutions, Inc. v. Millennium Consulting

October 22, 2010

VEDICSOFT SOLUTIONS, INC., PLAINTIFF-APPELLANT,
v.
MILLENNIUM CONSULTING, INC., DEFENDANT-RESPONDENT.



On appeal from the Superior Court of New Jersey, Law Division, Bergen County, Docket No. L-7755-09.

Per curiam.

NOT FOR PUBLICATION WITHOUT THE APPROVAL OF THE APPELLATE DIVISION

Argued September 28, 2010

Before Judges Parrillo and Yannotti.

Plaintiff Vedicsoft Solutions, Inc. (Vedicsoft) appeals from an order entered by the Law Division on December 10, 2009, dismissing its complaint against defendant Millennium Consulting, Inc. (Millennium) for lack of personal jurisdiction. We reverse.

I.

Vedicsoft is a New Jersey corporation with its principal place of business in Iselin, New Jersey. Vedicsoft is an information technology (IT) consulting firm, which employs IT consultants to be placed either directly or indirectly at client sites throughout the United States. Vedicsoft's employees are paid their salaries through Vedicsoft's New Jersey office.

Millennium is a Rhode Island corporation with its principal place of business in Wakefield, Rhode Island. Millennium is in the business of technology consulting, recruiting and staffing. Millennium's business includes the provision of the services of IT professionals to its clients on a temporary or project basis.

In 2005, Millennium placed certain advertisements on various internet job search websites seeking IT consultants to work on various projects for its clients. Millennium's job search postings typically describe the available job, its location and its requirements. Vedicsoft responded to Millennium's job postings and indicated that it had IT consultants who could fill the positions.

On October 11, 2005, Vedicsoft and Millennium entered into an Independent Contract Agreement (Agreement), whereby Vedicsoft agreed to supply IT consultants to work as Millennium subcontractors on various projects for Millennium's clients. The Agreement stated, among other things, that it "shall be governed by and construed in accordance with the laws of the State of Rhode Island and Providence Plantations, without giving effect to any principles of conflicts of laws."

Thereafter, in furtherance of the Agreement, Millennium and Vedicsoft executed a purchase order whenever a Vedicsoft IT consultant was placed on a specific Millennium project. Upon the performance of the services, Vedicsoft sent an invoice to Millennium, which remitted payment to Vedicsoft in New Jersey.

In the course of their contractual relationship, which extended over a four-year period, Millennium placed four Vedicsoft consultants with its clients -- three at a job in Rhode Island and one at a job in Massachusetts. Millennium paid Vedicsoft $857,476.00 for the services. Vedicsoft claims that Millennium owes it $35,936.50 for services provided by its consultants. Millennium disputes the claim, asserting that the amount sought by Vedicsoft is approximately twice the amount that may be due.

On September 4, 2009, Vedicsoft filed a complaint against Millennium in the Law Division seeking the monies allegedly due to it under the Agreement. On October 5, 2009, Millennium filed suit against Vedicsoft in the Rhode Island Superior Court, in which it asserted a claim for breach of contract and sought injunctive relief and damages.

On November 4, 2009, Millennium filed a motion in the Law Division to dismiss the complaint pursuant to Rule 4:6-2 for lack of personal jurisdiction. In support of its motion, Millennium submitted a certification of Charles Kyle Van Brocklin (Van Brocklin), its Chief Financial Officer.

In his certification, Van Brocklin asserted that after Vedicsoft responded to Millennium's internet job advertisements, the parties exchanged electronic mail messages and communicated through the mail and telephone prior to executing the Agreement and one or more of the purchase orders.

Van Brocklin stated that none of Millennium's officers, agents or employees entered New Jersey in connection with the execution or performance of the Agreement, and Millennium never engaged Vedicsoft or any of its employees or agents to perform any services in New Jersey. In addition, Van Brocklin asserted that the services at issue were performed on site for Millennium's clients in Rhode Island and Massachusetts.

Vedicsoft opposed Millennium's motion and submitted a certification from Sonia Minhas (Minhas), the Director of Operations. In her certification, Minhas stated, among other things, that all of the communications between the parties regarding ...


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