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Trinity Packaging Supply, LLC v. Countrywide Pallet, Inc.

United States District Court, D. New Jersey

June 26, 2019


          DAVID FORNAL SHAWN DAVID EDWARDS MASELLI WARREN PC Attorney for Plaintiff Trinity Packaging Supply, LLC.

          FRANCIS X. RILEY III MICHAEL ROWAN SAUL EWING ARNSTEIN & LEHR LLP Attorney for Defendant Countrywide Pallet, Inc. d/b/a Select Pallet.


          NOEL L. HILLMAN, U.S.D.J.

         This is a breach of contract and fraud action concerning an agreement for packaging supplies made between the parties. Presently before the Court is Defendant Countrywide Pallet, Inc. d/b/a Select Pallet's Motion to Dismiss the Complaint Pursuant to Federal Rule of Civil Procedure 12(b)(2) (the “Motion to Dismiss”) and Plaintiff Trinity Packaging Supply, LLC's Motion to File a Sur-Reply Brief. For the reasons discussed herein, this Court will deny Defendant's Motion to Dismiss and grant Plaintiff's Motion to File a Sur-Reply Brief.


         The Court takes its facts from Plaintiff's Complaint and the parties' filings as appropriate. According to Defendant's Amended Notice of Removal, Plaintiff is a limited liability company with one member, Anthony Magaraci, whose citizenship is New Jersey. Defendant is a California corporation with its principal place of business in California. Defendant asserts it operates exclusively in California. (Def.'s Mot. to Dismiss 2.)

         Plaintiff's Complaint reveals its business consists of wholesale packaging supply. On October 23, 2013 Plaintiff entered into a “Product Supply Agreement” (the “Contract”) with a “national warehouse and freight distribution company” (the “Company”) to service all of its packaging and packaging supply needs, including pallets. (Pl.'s Compl. ¶ 5.) Plaintiff arranged for Defendant to deliver and retrieve pallets for the Contract. Plaintiff alleges that Defendant agreed it would be “the exclusive broker, procuring agent and point of contact” with the Company. (Pl.'s Compl. ¶ 7.) According to Plaintiff, all business between Defendant and the Company was to “be processed through” Plaintiff. (Pl.'s Compl. ¶ 7.)

         Payment - and the actions of a so-called rogue employee of Defendant - is where the controversy in this case lies. Plaintiff and Defendant agreed Plaintiff would pay Defendant the unit cost per pallet delivered to the Company, but that Defendant would credit Plaintiff for any recycled wooden pallets (“Cores”) that Defendant retrieved from the Company. (Pl.'s Compl. ¶ 8.) Depending on the quality of the Cores, Plaintiff could receive more or less in credits. Plaintiff alleges that Defendant circumvented this process by “engaging with a rogue employee of the Company and paying that employee approximately $30, 000 cash on [a] monthly basis to permit removal of Cores that would not be reported to Trinity or the Company.” (Pl.'s Compl. ¶ 13.) This resulted in over-billing.

         Once Plaintiff learned of this issue, Plaintiff terminated its relationship with Defendant. Plaintiff alleges that “the invoices that [it] paid during the entirety of the . . . relationship [with Defendant] have been false, misleading and incorrect.” (Pl.'s Compl. ¶ 16.) Plaintiff not only complains of overpayment, but it also complains of damages done to the Contract it had with the Company. As a result of Defendant's conduct, Plaintiff alleges that it had to investigate its entire business with the Company and had to re-bid the Contract. This resulted in lower prices for the Company and consequently less money for Plaintiff.

         Plaintiff filed its Complaint on October 12, 2018 in the Superior Court of New Jersey, Law Division, Camden County. The Complaint contains eight counts, which Plaintiff summarizes as “claims for breach of contract, quantum meruit, fraud, unjust enrichment, tortious interference with prospective economic relations, and conversion.” (Pl.'s Opp'n Br. 6.)

         Defendant filed a Notice of Removal on November 13, 2018 in this Court. This Court issued an Order to Show Cause on November 14, 2018 requiring Defendant to amend its Notice of Removal to properly plead the citizenship of the parties. Defendant filed an Amended Notice of Removal on November 15, 2018 properly alleging the citizenship of the parties. On November 20, 2018 Defendant filed its Motion to Dismiss. Plaintiff filed opposition, Defendant replied, and Plaintiff filed a Motion to File a Sur-Reply Brief on January 4, 2019. The two motions presently before the court have been fully briefed and are therefore ripe for adjudication.


         A. Subject Matter Jurisdiction

         This Court possesses subject matter jurisdiction over this matter pursuant to 28 U.S.C. § 1332 as the parties are diverse and the amount in controversy exceeds $75, 000.

         B. Motion to Dismiss for Lack of Personal Jurisdiction Standard

         A defendant may move to dismiss, in lieu of an answer, on grounds that the Court lacks personal jurisdiction to adjudicate a matter concerning a particular defendant. See Fed.R.Civ.P. 12(b)(2). Once a Rule 12(b)(2) motion is filed, “a plaintiff bears the burden of establishing the court's jurisdiction over the moving defendants.” Miller Yacht Sales, Inc. v. Smith, 384 F.3d 93, 97 (3d Cir. 2004) (citing Pinker v. Roche Holdings, Ltd., 292 F.3d 361, 368 (3d Cir. 2002)). See also Dayhoff Inc. v. H.J. Heinz Co., 86 F.3d 1287, 1302 (3d Cir. 1996) (“[O]nce a defendant has raised a jurisdictional defense, a plaintiff bears the burden of proving by affidavits or other competent evidence that jurisdiction is proper.” (citing Narco Avionics, Inc. v. Sportsman's Mkt., Inc., 792 F.Supp. 398, 402 (E.D. Pa. 1992))).

         When an evidentiary hearing is not held, a “plaintiff need only establish a prima facie case of personal jurisdiction.” Miller Yacht Sales, 384 F.3d at 97 (citing Pinker, 292 F.3d at 368). In that case, “a plaintiff is entitled to have its allegations taken as true and all factual disputes drawn in its favor.” Id. But, even so, “a plaintiff may not ‘rely on the bare pleadings alone' in order to withstand a motion to dismiss for lack of personal jurisdiction.” Demetro v. Nat'l Ass'n of Bunco Investigations, No. 14-6521 (KM/SCM), 2017 U.S. Dist. LEXIS 145061, at *17 (D.N.J. Sept. 7, 2017). A plaintiff must still provide “actual proofs, not mere allegations." Id. (quoting Patterson v. FBI, 893 F.2d 595, 604 (3d Cir. 1990)).

         If a plaintiff is successful in doing so, the burden shifts back to the moving defendant. “Once the plaintiff has made out a prima facie case in favor of personal jurisdiction, the defendant ‘must present a compelling case that the presence of some other considerations would render jurisdiction unreasonable.'” Mellon Bank PSFS, Nat'l Ass'n v. Farino, 960 F.2d 1217, 1226 (3d Cir. 1992) (quoting Carteret Sav. Bank, FA v. Shushan, 954 F.2d 141, 150 (3d Cir. 1992)).

         C. Motion to Dismiss for Lack of Personal Jurisdiction

         Defendant argues this case should be dismissed because this Court lacks personal jurisdiction over it or the claims against it. Defendant's arguments can be broken down into two broad categories. First, Defendant argues it is not subject to this Court's general jurisdiction because there are no allegations of continuous and systematic contacts with New Jersey. Second, Defendant argues it is not subject to this Court's specific jurisdiction because it did not purposefully avail itself of the laws of New Jersey. ...

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