ROBERT PRATT, District Judge.
Before the Court is Watts Regulator Co.'s ("Watts" or "Defendant") Motion to Dismiss ("Motion") for lack of personal jurisdiction, filed September 12, 2014. Clerk's No. 7. Allianz Global Corporate and Specialty Marine Insurance Company ("Allianz" or "Plaintiff") was granted two unresisted extensions of time to file a response to the Motion (see Clerk's Nos. 9, 19), and filed a response on January 9, 2015 (Clerk's No. 21). Watts replied on January 26, 2015. Clerk's No. 28. A hearing on the Motion was held on February 10, 2015. Clerk's No. 35. The matter is fully submitted.
Allianz is an Illinois corporation in the business of providing insurance and financial services to customers across the United States, including in Iowa. Am. Compl. ¶ 1 (Clerk's No. 3). Allianz insured a property in West Des Moines that was owned by Wright Service Corporation ("Wright"), an Iowa corporation that provides vegetation management and utility services. Id. ¶¶ 2-3. Watts designs, manufactures, and sells plumbing products, and is a Massachusetts corporation with its primary place of business in Massachusetts. Id. ¶ 4.
On March 17, 2013, Wright's property suffered significant flooding and water damage. Id. ¶ 8. An Allianz adjuster concluded that the flooding was caused by a failed "strainer valve on the backflow system." Clerk's No. 21-18 at 4. The failed strainer was identified as a Watts Regulator Bronze Series Wye Strainer manufactured between 2001 and 2007.
Allianz now asserts four claims against Watts in connection with the allegedly faulty wye strainer: (1) negligence; (2) products liability; (3) breach of the implied warranty of merchantability; and (4) breach of the implied warranty of fitness for a particular purpose. Id. ¶¶ 10-29. Allianz seeks to recover the $628,183.71 it paid under Wright's insurance policy. Id. Watts moved to dismiss the case for lack of personal jurisdiction, and the parties conducted limited jurisdictional discovery. See Clerk's Nos. 7, 9.
"To survive a motion to dismiss for lack of personal jurisdiction, a plaintiff must state sufficient facts in the complaint to support a reasonable inference that the defendant[] can be subjected to jurisdiction within the state. Once jurisdiction has been controverted or denied, the plaintiff has the burden of proving such facts." Dever v. Hentzen Coatings, Inc., 380 F.3d 1070, 1072 (8th Cir.2004) (internal quotation omitted). When the Court holds an evidentiary hearing on the issue of personal jurisdiction, the plaintiff bears the burden of proving the existence of jurisdiction by a preponderance of the evidence. See Dakota Indus., Inc. v. Dakota Sportswear, Inc., 946 F.2d 1384, 1387 (8th Cir.1991). The plaintiff's burden is tested "not by the pleadings alone, but by the affidavits and
In a diversity action, the Court may assert jurisdiction over a nonresident defendant only to the extent allowed by Iowa's long-arm statute and the Due Process Clause of the United States Constitution. Id. at 1073. "Because Iowa's long-arm statute `provides for the broadest expanse of personal jurisdiction consistent with due process,' the Court's analysis is limited to whether the exercise of personal jurisdiction comports with due process." Wells Fargo Fin. Leasing, Inc. v. NCH Healthcare Sys., Inc., 756 F.Supp.2d 1086, 1091 (S.D.Iowa 2010) (quoting State ex rel. Miller v. Grodzinsky, 571 N.W.2d 1, 3 (Iowa 1997)).
Due process mandates that personal jurisdiction exists only if a defendant has sufficient "minimum contacts" with the forum state, such that summoning the defendant to the forum state would not offend "`traditional notions of fair play and substantial justice.'" Int'l Shoe Co. v. Washington, 326 U.S. 310, 316, 66 S.Ct. 154, 90 L.Ed. 95 (1945) (quoting Milliken v. Meyer, 311 U.S. 457, 463, 61 S.Ct. 339, 85 L.Ed. 278 (1940)). To maintain personal jurisdiction, a defendant's contacts with the forum state must be more than "random," "fortuitous," or "attenuated." Burger King Corp. v. Rudzewicz, 471 U.S. 462, 475, 105 S.Ct. 2174, 85 L.Ed.2d 528 (1985). Sufficient contacts exist when "the defendant's conduct and connection with the forum State are such that he should reasonably anticipate being haled into court there." World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 297, 100 S.Ct. 559, 62 L.Ed.2d 490 (1980). In evaluating a defendant's reasonable anticipation, there must be "`some act by which the defendant purposefully avails itself of the privilege of conducting activities within the forum State, thus invoking the benefits and protections of its laws.'" Burger King Corp., 471 U.S. at 475, 105 S.Ct. 2174 (quoting Hanson v. Denckla, 357 U.S. 235, 253, 78 S.Ct. 1228, 2 L.Ed.2d 1283 (1958)). Jurisdiction is proper, therefore, where the contacts proximately result from actions by the defendant that create a "substantial connection" with the forum state. Id.; World-Wide Volkswagen, 444 U.S. at 297, 100 S.Ct. 559. "The Supreme Court has set forth two theories for evaluating minimum contacts, general jurisdiction and specific jurisdiction."
General Jurisdiction stands for the proposition that a defendant's contacts with a State are sufficiently broad so that "due process is not offended" by subjecting
Under this standard, it is clear that Watts is not subject to general jurisdiction in Iowa. Watts is incorporated and has its primary place of business in Massachusetts. Am. Compl. ¶ 4. Watts has no property, mailing addresses, bank accounts, phone numbers, employees or branch offices in Iowa. Clerk's No. 7-1 at 7; see Guinness Import Co. v. Mark VII Distrib., Inc., 153 F.3d 607, 614 (8th Cir.1998) (discussing these factors as part of the jurisdiction analysis). Watts does not pay taxes in Iowa, and has no agent for service of process in Iowa. Clerk's No. 7-1 at 7. Allianz argues that Watts utilizes a regional distribution system to "pour its products" into Iowa, such that general jurisdiction is appropriate. See Clerk's No. 21 at 12-13. But although this type of stream of commerce analysis may support the imposition of specific jurisdiction, it is an inadequate basis for the exercise of general jurisdiction. See Viasystems, Inc. v. EBM-Papst St. Georgen GmbH & Co., KG, 646 F.3d 589, 597 (8th Cir.2011) (citing Goodyear, 131 S.Ct. at 2851). Accordingly, Allianz has not met its burden of proving the Court has general jurisdiction over Watts.
Specific jurisdiction over a defendant arises when the defendant "purposefully direct[s]" its activities at the forum state, and the plaintiff's injury "`arise[s] out of or relate[s] to' those activities." Burger King Corp., 471 U.S. at 472-73, 105 S.Ct. 2174 (quoting Keeton v. Hustler Magazine, Inc., 465 U.S. 770, 774, 104 S.Ct. 1473, 79 L.Ed.2d 790 (1984)). The exercise of jurisdiction must also comport with "traditional notions of fair play and substantial justice." Asahi Metal Indus. Co. v. Superior Court of Cal., 480 U.S. 102, 113-14, 107 S.Ct. 1026, 94 L.Ed.2d 92 (1987).
Here, Watts' connection to Iowa stems from its placement of plumbing products into the stream of commerce. The Supreme Court originally recognized the stream of commerce theory in World-Wide Volkswagen. See 444 U.S. at 297-98, 100 S.Ct. 559 ("The forum State does not exceed its powers under the Due Process Clause if it asserts personal jurisdiction over a corporation that delivers its products into the stream of commerce with the expectation that they will be purchased by consumers in the forum state."). Since then, the Supreme Court has decided two important stream of commerce cases, with neither case producing a majority opinion. In Asahi, a four-justice concurrence written by Justice Brennan noted that simply placing goods into the stream of commerce is enough to establish personal jurisdiction "[a]s long as a participant in this process is aware that the final product is being marketed in the forum State." 480 U.S. at 117, 107 S.Ct. 1026. In contrast, the four-justice plurality opinion written by Justice
Following Asahi, stream of commerce cases have split, with some circuits adopting Justice Brennan's more lenient approach, and some adopting Justice O'Connor's "plus" approach. See id. at 480 ("we make clear today our preference for Justice O'Connor's stream of commerce `plus' approach"); Dehmlow v. Austin Fireworks, 963 F.2d 941, 947 (7th Cir.1992) (explaining that it was deciding the case "on the basis of the more permissive stream of commerce theory" rather than "the more stringent minimum contacts test set forth in Justice O'Connor's plurality opinion in Asahi").
In the Eighth Circuit, it is not clear that either approach has been wholly adopted. In Falkirk Mining Co. v. Japan Steel Works, Ltd., the Eighth Circuit relied on Justice O'Connor's opinion in concluding that a Japanese company that "place[d] a product into the stream of commerce, without more, [did] not constitute an act... purposefully directed toward the forum State." 906 F.2d 369, 376 (8th Cir. 1990) (citing Asahi, 480 U.S. at 112, 107 S.Ct. 1026). Later, in Barone v. Rich Brothers Interstate Display Fireworks Co., 25 F.3d 610, 614 (1994), the Eighth Circuit appeared to adopt Justice Brennan's more lenient view by stating "it appears that five justices [in Asahi] agreed that continuous placement of a significant number of products into the stream of commerce with knowledge that the product would be distributed into the forum state represents sufficient minimum contacts to satisfy due process." But in Vandelune v. 4B Elevator Components Unlimited, 148 F.3d 943, 947-48 (8th Cir.1998), the court declined to take a clear position, noting that "whether introducing products into the `stream of commerce' satisfies the due process requirement of minimum contacts in a product liability case ... remains an open question" after the Asahi split.
In 2011, the Supreme Court decided J. McIntyre Machinery, Ltd. v. Nicastro, ___ U.S. ___, 131 S.Ct. 2780, 180 L.Ed.2d 765 (2011), which also failed to garner a majority opinion. In that case, Justice Kennedy wrote for a three-justice plurality. The plurality held that a British company was not subject to personal jurisdiction in New Jersey when the company had targeted the entire United States for sale of its metal-shearing machines, and only four of those machines ended up in New Jersey. 131 S.Ct. at 2786. The plurality rejected Justice Brennan's approach in Asahi by concluding that "fairness and foreseeability" are not enough to establish jurisdiction over a defendant who places goods in the stream of commerce. Id. at 2788. Instead of fairness, the Nicastro plurality stated that the focus should be on the defendant's actions, specifically "whether a defendant has followed a course of conduct directed at the society of economy existing within the jurisdiction of a given sovereign, so that the sovereign has the power to subject the defendant to judgment concerning that conduct." Id. at 2789. The Nicastro plurality noted that its decision was "consistent with Justice O'Connor's opinion in Asahi." Id. at 2790.
Justice Breyer, writing for a two-justice concurrence in Nicastro, saw no need for the Court "to announce a rule of broad applicability without full consideration of the modern-day consequences." Id. at
The Eighth Circuit has not reconsidered its application of the stream of commerce theory since Nicastro was decided.
In contrast, several district courts have concluded that Justice Breyer's Nicastro concurrence actually rejected Justice Brennan's more lenient approach, and delineated requirements that more closely resembled those announced by Justice O'Connor in Asahi. See Smith v. Teledyne Continental Motors, Inc., 840 F.Supp.2d 927, 931 (D.S.C.2012) ("This Court therefore construes [Nicastro] as rejecting the foreseeability standard of personal jurisdiction."); Windsor v. Spinner Indus. Co., Ltd., 825 F.Supp.2d 632, 638 (D.Md.2011) ("[Nicastro] clearly rejects foreseeability as the standard for personal jurisdiction."); Oticon, Inc. v. Sebotek Hearing Sys., LLC, 865 F.Supp.2d 501, 516 (D.N.J.2011) ("Neither knowledge or expectation of sales to a particular forum state is enough to establish jurisdiction according to both the plurality opinion and the concurring opinion [in Nicastro]."); see also Monje v. Spin Master
The two most relevant Eighth Circuit cases are Barone and Vandelune. The facts of this case are very similar to Barone. There, the court concluded that a Japanese fireworks manufacturer was subject to personal jurisdiction in Nebraska based on its utilization of an independent distributor in South Dakota that distributed fireworks on a regional scale. Barone, 25 F.3d at 611-12. The court noted that the manufacturer's nationwide distribution system with "strategically placed distributors" was evidence of its "efforts to place its products in the stream of commerce in the Midwest." Id. at 614. In Vandelune, the Eighth Circuit similarly held that a British manufacturer of a grain elevator part was subject to personal jurisdiction in Iowa because the manufacturer utilized a distributor in Peoria, Illinois to market its product here. 148 F.3d at 948. Vandelune concluded that "when a foreign manufacturer `pours its products' into a regional distributor with the expectation that the distributor will penetrate a discrete, multi-State trade area, the manufacturer has `purposefully reaped the benefits' of the laws of each State in that trade area for due process purposes." Id. (citing Barone, 25 F.3d at 615); see also Clune v. Alimak AB, 233 F.3d 538, 543 (8th Cir.2000) (stating that "when a seller heads a distribution network it realizes the much greater economic benefit of multiple sales in distant forums, which in turn may satisfy the purposeful availment test") (internal quotation omitted).
Watts distributes its products nationwide by utilizing independent regional sales companies. Clerk's No. 7-2 at 4. Watts' website allows people to locate sales representatives in their area. Clerk's No. 22-1 at 9. In Iowa, Watts' sales representative is Mack McClain & Associates ("McClain"). Id. McClain sells plumbing products, manufactured by Watts and several other companies, in Iowa, Nebraska, Kansas, Missouri, and Illinois. See Clerk's No. 222. McClain has offices in West Des Moines. Clerk's No. 21-6 at 4. Watts' sales data shows that it had sales of approximately $10 million in Iowa for each of the two years preceding this lawsuit. Clerk's No 7-2 at 5; Hr'g Tr. at 2. That total included sales of between 1,193 and 1,369 wye strainers per year in Iowa alone. Clerk's No. 22-9 at 2; Hr'g Tr. at 2. Although those numbers may represent a small percentage of Watts' nationwide sales, the numbers prove that the presence of Watts' products in the Iowa market is not the result of "attenuated, random, or fortuitous" circumstances. See Vandelune, 148 F.3d at 948. Rather Watts utilized a local sales representative to continuously "pour its products" into Iowa. See Barone, 25 F.3d at 615. Thus, the evidence shows that Watts purposefully
The Court also concludes that the facts of this case allow specific personal jurisdiction over Watts even under the more stringent stream of commerce plus test first articulated by Justice O'Connor in Asahi. Justice O'Connor noted that "[t]he substantial connection between the defendant and the forum State necessary for a finding of minimum contacts must come about by an action of the defendant purposefully directed toward the forum state." 480 U.S. at 112, 107 S.Ct. 1026. Examples of actions that "indicate an intent or purpose to serve the market in the forum State" include "designing the product for the market in the forum State, advertising in the forum State, establishing channels for providing regular advice to customers in the forum State, or marketing the product through a distributor who has agreed to serve as the sales agent in the forum State." Id. at 113, 107 S.Ct. 1026. On the other hand, simple "awareness that the stream of commerce may or will sweep the product into the forum State" does not constitute action "purposefully directed toward the forum State." Id. Nicastro similarly articulated that the focus of the due process analysis is on the defendant's actions directed toward the forum state. See 131 S.Ct. at 2789 ("The question is whether a defendant has followed a course of conduct directed at the society or economy existing within the jurisdiction of a given sovereign, so that the sovereign has the power to subject the defendant to judgment concerning that conduct.").
The facts of this case are readily distinguishable from those of Nicastro and Asahi, where the Supreme Court concluded that the exercise of personal jurisdiction violated due process. Nicastro concluded that a British company could not be subject to personal jurisdiction in a state where only a few of its products were sold when the company marketed in the United States generally and could not be said to have targeted that particular state. 131 S.Ct. at 2786; see also Williams v. Romarm, SA, 756 F.3d 777, 785 (D.C.Cir. 2014) (concluding that a foreign firearms manufacturer was not subject to personal jurisdiction in Washington, D.C., based on the use of one distributor that sold its products across the entire United States); Powell v. Profile Design, LLC, 838 F.Supp.2d 535, 542-46 (S.D.Tex.2012) (concluding that a company was not subject to personal jurisdiction in Texas when the company never shipped products to Texas and utilized only one nationwide-distributor, which was located in Minnesota). In Asahi, the Supreme Court concluded that California did not have specific jurisdiction over a Japanese manufacturer who "did not create, control, or employ the distribution system that brought its valves to California." 480 U.S. at 106, 112, 107 S.Ct. 1026.
In this case, the defendant is a domestic corporation that utilizes a regional distribution system to permeate its products into specific areas of the United States. Unlike the Japanese manufacturer in Asahi, Watts has control over its distribution system and can choose where and how it sells its products. Watts utilized a sales representative with offices in Iowa and had sales totaling several million dollars per year in this state. See Asahi, 480 U.S. at 112, 107 S.Ct. 1026 (identifying the use of a "sales agent in the forum State" as evidence of purposeful availment). The sales were fairly consistent in the three years preceding this lawsuit, showing that Watts "followed a course of conduct directed at the society or economy existing within the jurisdiction" of Iowa, Nicastro, 131 S.Ct. at 2789, and demonstrating that the wye
Watts argues that its sales in Iowa represented only a small percentage of its nationwide sales. For example, in 2013, Watts' Iowa sales represented only 1.52% of its nationwide sales total.
Watts also argues that Allianz hasn't shown that the wye strainer at issue was actually purchased in Iowa; thus even if Watts has purposefully availed itself of the Iowa market, specific jurisdiction is not appropriate in this case. The Court disagrees. Allianz produced a plumbing permit for the Wright property in West Des Moines that shows the plumbing work for the building was conducted by an Iowa plumbing contractor in 2007. Clerk's No. 21-16. Allianz produced evidence that McClain, a dedicated sales representative for the state of Iowa with offices in Iowa, is a part of Watts' distribution system. See Clerk's No 21-17 at 7. Records show that McClain sold Watts' wye strainers to several Iowa plumbing supply businesses, including some with zip codes in the Des Moines metro area. See Clerk's No. 22-8 at 2. Although the Court is aware that Watts does not have the burden of proving jurisdiction, it is notable that Watts cannot offer any evidence to show the wye strainer was not purchased in Iowa. Based on the facts proven by Allianz — that the wye strainer was installed in an Iowa building by an Iowa corporation and that Watts has a sales distribution network in Iowa — it is a logical inference that the wye strainer at the Wright property was in fact purchased in this state. Accordingly, the Court concludes that Allianz has proven by a preponderance of the evidence that its injury arose out of Watts' activities in Iowa.
When evaluating whether jurisdiction comports with traditional notions of fair play and substantial justice
Asahi, 480 U.S. at 113, 107 S.Ct. 1026 (quoting World-Wide Volkswagen, 444 U.S. at 292, 100 S.Ct. 559). In evaluating the burden to the defendant, Nicastro illustrated a scenario where, under a more
Watts argues that Iowa has no interest in resolving this dispute because Allianz is an Illinois corporation and Watts is a Massachusetts corporation. Hr'g Tr. at 8. But the wye strainer at the heart of this case was installed in an Iowa business, allegedly failed in Iowa, and was subsequently tested at Iowa State University. See Clerk's No. 21-19. Further, the scope of Watts' business in Iowa bolsters the state's interest in resolving this dispute, and any others that may arise involving Watts' products. The Court also concludes that it would be most efficient to resolve this dispute in Iowa, where, as noted, the wye strainer allegedly failed and all subsequent inspection and testing of the product was performed. Accordingly, the exercise of jurisdiction over Watts comports with "traditional notions of fair play and substantial justice."
In sum, the Court concludes that Watts has sufficient minimum contacts with Iowa because it purposefully directed its activity at the state by utilizing a regional distributor with offices in Iowa to market and sells its products here. The injury to Allianz arose out of those actions when one of the products distributed by Watts caused substantial flooding at the Wright property. Accordingly, asserting personal jurisdiction over Watts is consistent with due process. Defendant's Motion to Dismiss (Clerk's No. 7) is DENIED.
IT IS SO ORDERED.