THOMPSON, Circuit Judge.
The sole question presented on appeal is whether the district court has personal jurisdiction over the defendant. The district court did not think it did and so dismissed the complaint. After carefully considering the matter, we find the requirements for personal jurisdiction have been satisfied and we reverse.
The defendant Matrix Construction Co., Inc. ("Matrix"), as the name suggests, is in the construction business. It is a South Carolina corporation with its principal place of business in Anderson, South Carolina. In 2010, it was hired as the general contractor for a project involving renovations to three schools in Anderson. In connection with the project, Matrix solicited bids from building supply companies. Contract Supply, LLC ("Contract Supply"), a South Carolina company with its principal place of business in Mauldin, South Carolina, submitted a bid to supply hollow metal frames and wooden doors. Matrix accepted the bid; the quoted price was around $150,000.
At the time, Contract Supply had a relationship with the plaintiff BlueTarp Financial, Inc. ("BlueTarp"), a company that provides commercial credit to the construction industry. BlueTarp is a Delaware corporation with its principal place of business in Portland, Maine.
The credit application, which called for various bits of information about the applicant company, indicated that upon completion it could be returned to the materials dealer (here Contract Supply), or to BlueTarp via a toll free fax number, email, or by mail to a P.O. Box in Portland, Maine. The application also contained a second page titled "BlueTarp Financial Account Agreement" (the "account agreement"), which laid out the terms and conditions of
Matrix says its policy was to pay for building materials by check whenever possible and, when credit was needed, to use the line of credit it had with a bank. Nonetheless, to avoid any delays, Matrix's office manager completed and signed the credit application. However, she left the requested credit line blank because, according to Matrix, it did not intend to purchase anything using the credit. The application was faxed to Contract Supply in South Carolina.
Contract Supply forwarded the application to BlueTarp, which denied it because the application was not signed by a Matrix corporate officer and because the requested credit line was left blank. On May 24, 2010, BlueTarp sent a fax to Matrix indicating that it could not process the credit application for those reasons. The fax directed Matrix to resubmit its application to BlueTarp via fax. One of BlueTarp's employees followed up with Matrix during the ensuing week by phone and fax asking for a completed application.
On June 2, Matrix submitted a new application, again containing the account agreement on the second page. This one was signed by Matrix's president, H.M. King, Jr., with a requested credit line of $5,000 (an intentionally limited amount because, again, Matrix says it never intended to use the credit). Using BlueTarp's toll free fax number, Matrix faxed the application to BlueTarp's office in Portland, Maine. The application was approved that day. On or around June 8, 2010, BlueTarp sent Matrix a welcome letter. The letter, which listed BlueTarp's address as being in Maine, indicated that Matrix's initial credit limit was $10,000 and it provided billing, payment, and online account set-up information including an account number, sign-on password, and a purchaser identification number. The second page of the letter was another copy of the account agreement.
Right around this time, on June 6, 2010, Matrix submitted its first purchase order to Contract Supply, a $44,134.00 order. A $51,078.92 order followed on January 14, 2011 and then a $71,880.40 order on May 5, 2011. Contract Supply billed Matrix for the ordered materials directly, sending a little more than twenty invoices from September 2010 to May 2011. Contract Supply's name and its South Carolina address were listed at the top of each invoice. Under a box labeled "Terms" on the invoices it said "BlueTarp." Then at the bottom of each invoice it said "BlueTarp Customers Only Please Remit to BlueTarp Financial, Inc." and it provided a P.O. Box located in Atlanta, Georgia.
At the same time, BlueTarp was also billing Matrix from its Maine office. It was doing this because it was advancing Contract Supply money as payment for Matrix's purchases. Specifically, from July 2010 to May 2011, BlueTarp approved $169,217.58 in charges made on Matrix's BlueTarp credit account. And so from July 2010 to June 2011, BlueTarp sent Matrix a billing statement once a month (twelve total). On the billing statements BlueTarp's address was listed as the P.O.
Matrix elected to pay Contract Supply directly for the materials. From September 2010 to April 2011 Matrix sent checks to Contract Supply in South Carolina. Matrix sent eleven checks, the payments totaling about $50,500. Matrix never made any payments to BlueTarp. However, apparently unbeknownst to Matrix, Contract Supply was forwarding the checks to BlueTarp. Contract Supply was sending the checks to a bank lockbox that BlueTarp maintained — this was the Georgia P.O. Box.
During this time (June 2010 to June 2011 to be exact) Matrix and BlueTarp were intermittently communicating on the phone and by email. Based on the communication logs that BlueTarp kept and an accompanying affidavit, it appears there was in the vicinity of fifteen calls or emails, all of which went through BlueTarp's Maine office. The bulk of the communications originated from BlueTarp. There were, however, a couple of emails sent from Matrix's office manager to BlueTarp; both times she was responding to a communication from BlueTarp.
In June 2011, Matrix learned that Contract Supply was not paying its suppliers. As a result, Matrix stopped paying Contract Supply. It says it did this on the advice of legal counsel to protect against the risk of double payment to Contract Supply and its suppliers under South Carolina law. On June 15, 2011, a collections manager from BlueTarp sent Matrix a letter. In it, BlueTarp conceded that Contract Supply had not paid some of its suppliers. It went on to say that if Matrix was considering paying the bilked suppliers directly, such payment would not relieve it of its obligations to BlueTarp. The letter continued by indicating that BlueTarp had paid Contract Supply in full for all of Matrix's purchases and therefore Matrix owed BlueTarp a balance of $118,201.50.
In July 2011, BlueTarp filed this lawsuit in the United States District Court for the District of Maine invoking diversity jurisdiction. See 28 U.S.C. § 1332(a)(1). The complaint, which included a breach of contract claim and an unjust enrichment/equitable indemnity claim, alleged that Matrix owed BlueTarp $121,708.80 for unpaid purchases and interest. Matrix, the following month, turned around and filed its own lawsuit. It sued BlueTarp, Contract Supply, and two of Contract Supply's suppliers in South Carolina state court. The gist of the claim was that Matrix had never accessed its BlueTarp credit and that it was Contract Supply, not Matrix, who owed BlueTarp money.
The South Carolina decision issued first. The court stayed the case pending the district court of Maine's resolution of Matrix's motion to dismiss. If jurisdiction was found in Maine, the South Carolina court said it would dismiss Matrix's complaint; if not, it would allow the case to go forward.
The federal district court of Maine's decision followed. It granted the motion to dismiss holding that it lacked personal jurisdiction over Matrix. It started by saying that the forum selection clause in the account agreement permitted BlueTarp to file suit in the state courts of Maine but did not require it. It then turned to the question of personal jurisdiction, noting first that general jurisdiction clearly did not exist and that the operative question was whether there was specific jurisdiction. In deciding that the answer was no, the court reviewed Matrix's contacts with Maine and in essence decided that they were too tenuous to establish jurisdiction. Because it found personal jurisdiction lacking, the court did not analyze the other grounds that Matrix advanced to support dismissal. In a footnote, the court did however note that BlueTarp had established a basis for subject matter jurisdiction because it was not clear to any legal certainty that BlueTarp's claims were worth less than the $75,000 required for diversity jurisdiction.
BlueTarp appealed the grant of the motion to dismiss to this court. On appeal, it argues that the forum selection clause itself authorizes jurisdiction in the Maine district court and, in the event we disagree with that proposition, that Matrix had sufficient connections with Maine to satisfy the requirements of personal jurisdiction. Matrix as would be expected takes the opposite position on both issues.
When a district court reviews a motion to dismiss under the prima facie standard, which is what it did here, our review is de novo.
In order to subject a defendant who is not present in the forum state to a personal judgment, the Due Process Clause requires that the defendant "have certain minimum contacts with [the forum] such that the maintenance of the suit does 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) (internal quotation marks omitted). Personal jurisdiction over a defendant can come in the form of general or specific jurisdiction. Harlow, 432 F.3d at 57. For general jurisdiction the defendant must have continuous and systematic contacts with the forum state, but the particular cause of action may be unrelated to those contacts. Id. General jurisdiction "broadly subjects the defendant to suit in the forum state's courts in respect to all matters," regardless of whether the matter before the court has anything to do with the defendant's contacts with the state. Cossaboon, 600 F.3d at 31 (internal quotation marks omitted). In this way general jurisdiction is different than specific jurisdiction because specific jurisdiction depends on an "affiliatio[n] between the forum and the underlying controversy." Goodyear Dunlop Tires Operations, S.A. v. Brown, ___ U.S. ___, 131 S.Ct. 2846, 2851, 180 L.Ed.2d 796 (2011) (internal quotation marks omitted) (alteration in original); see Harlow, 432 F.3d at 57 (holding that "[f]or specific jurisdiction, the plaintiff's claim must be related to the defendant's contacts"). There is no claim of general jurisdiction here; only specific jurisdiction is at issue.
Courts may assert specific jurisdiction over a defendant when it is permissible under both the forum state's long-arm statute and the Due Process Clause of the United States Constitution. Carreras v. PMG Collins, LLC, 660 F.3d 549, 552 (1st Cir.2011). Maine's long arm statute extends to the fullest extent permitted by the Due Process Clause of the Constitution, Me.Rev.Stat. tit. 14, § 704-A(1); Harlow, 432 F.3d at 57, and so we turn
To satisfy the relatedness prong, the cause of action must arise from or relate to the defendant's contacts with the forum state. Carreras, 660 F.3d at 554; Phillips, 530 F.3d at 27. A consideration in a contract action such as this is whether the defendant's forum-based activity was instrumental in the contract's formation or breach. Adelson v. Hananel, 510 F.3d 43, 49 (1st Cir.2007). Inferences can be drawn from the parties' "prior negotiations and contemplated future consequences, along with the terms of the contract and the parties' actual course of dealing." Platten v. HG Bermuda Exempted Ltd., 437 F.3d 118, 135 (1st Cir. 2006) (internal quotation marks omitted).
BlueTarp filed suit because Matrix allegedly owes it money based on a relationship that was formed when Matrix sent the completed credit application (containing the account agreement) to BlueTarp in Maine. Before this formation there was some back and forth. First, Matrix's office manager completed the application leaving the credit line blank. When BlueTarp declined this offer, the application apparently went up the corporate food chain to Matrix's president, King, who completed and signed the application with the requested credit amount and sent it off to Maine. Sending the application to Maine, the culmination of this back and forth negotiation, resulted in the formation of the contract and relationship at issue.
Besides Maine playing a role in the agreement's negotiation and formation, the resulting relationship contemplated the future consequences of Matrix using the credit account and thus continuing to interact with BlueTarp in Maine. These ramifications would be bills issuing from Maine, employees in Maine keeping track of Matrix's purchases and balance, Maine employees making decisions regarding credit adjustments and limits, and Matrix communicating with those employees to address any issues that arose (in essence, to the extent permitted by the account agreement, BlueTarp became Matrix's payment agent). And, as evidenced by the billing statements and phone and email communications between the parties, just such interplay did take place.
Matrix, however, tries to put distance between it and BlueTarp, emphasizing that it never placed orders with, or made payments directly to, BlueTarp. While this is true, Matrix did receive bills from Contract Supply that said Matrix's payment
On top of everything else, the very terms of the account agreement indicated that it would be governed by the laws of Maine and that Matrix may be sued in the courts of the state of Maine.
Given all this, we find this cause of action arises out of Matrix's Maine contacts. See, e.g., Astro-Med, Inc. v. Nihon Kohden Am., Inc., 591 F.3d 1, 10 (1st Cir.2009) (a contract's choice of law and consent to jurisdiction provisions were some of the Rhode Island connections the court found sufficient to satisfy the relatedness prong); Daynard v. Ness, Motley, Loadholt, Richardson & Poole, P.A., 290 F.3d 42, 61 (1st Cir.2002) (finding relatedness when suit arose out of Massachusetts activities that were instrumental in the contract's formation, including partial performance of the agreement in Massachusetts along with contemplated ongoing interaction with the state). Most notably, faxing the credit application to Maine is what created the contract that BlueTarp claims was breached.
Specific jurisdiction further requires that the defendant's contacts "represent a purposeful availment of the privilege of conducting activities in the forum state, thereby invoking the benefits and protections of that state's laws and making the defendant's presence before the state's courts foreseeable." Hannon v. Beard, 524 F.3d 275, 284 (1st Cir.2008) (internal quotation marks omitted). We have called it akin to a "rough quid pro quo," that is, "when a defendant deliberately targets its behavior toward the society or economy of a particular forum, the forum should have the power to subject the defendant to judgment regarding that behavior." Carreras, 660 F.3d at 555. In the purposeful availment inquiry the focus is on the defendant's intentions, id., and the cornerstones are voluntariness and foreseeability, Hannon, 524 F.3d at 284. The defendant's contacts "must be deliberate, and not based on the unilateral actions of another party." Phillips, 530 F.3d at 28 (internal quotation marks omitted).
Matrix would have us believe that it was sheer chance it ended up dealing with a Maine company and that it never deliberately targeted Maine. However, Matrix's contacts with Maine were voluntary to the extent that it knowingly entered into a credit relationship with a company that it knew (it was clear on the account agreement's face) was located in Maine and it voluntarily sent the completed agreement to Maine. Though Matrix alleges that when it entered into the contract it did not intend to use the credit and it was simply complying with a precondition of doing business with Contract Supply, this does not change things. Regardless of whether Contract Supply required all suppliers to work with BlueTarp, or whether, as BlueTarp suggests, only customers who wanted to buy on credit had to fill out the application, Matrix voluntarily completed the application. It did not refuse or try to negotiate around it.
Of course simply entering into a contract with a company in the forum state does not automatically establish the requisite contacts, Adams v. Adams, 601 F.3d 1, 7 (1st Cir.2010), but here we have more. First, as we outlined above in our relatedness analysis, the record makes clear that Matrix not only contracted with a Maine entity but that it followed through with the contract's expectations and actually used BlueTarp's services. Matrix's contacts with Maine were deliberate and ongoing rather than simply founded on the one-sided actions of BlueTarp. See Phillips, 530 F.3d at 28. Second (and very significantly), based on the choice of law provision and the forum selection clause, it was eminently foreseeable that Matrix would be held accountable for any breach in Maine's courts. Compare Burger King Corp. v. Rudzewicz, 471 U.S. 462, 482, 105 S.Ct. 2174, 85 L.Ed.2d 528 (1985) (finding that a choice of law provision, combined with the defendant's relationship with the forum, reinforced the defendant's "deliberate affiliation with the forum State and the reasonable foreseeability of possible litigation there"), with Adams, 601 F.3d at 8 (noting that the absence of a choice of law provision in a promissory note weighed against a finding that the defendant had purposefully availed himself of the benefits and protections of Massachusetts law). This all leaves us convinced that Matrix's
The final piece of the puzzle is that an exercise of jurisdiction must be reasonable, in other words, consistent with principles of justice and fair play. Carreras, 660 F.3d at 554; Phillips, 530 F.3d at 27. A set of "gestalt factors" guides us in making this determination. N. Laminate Sales, Inc. v. Davis, 403 F.3d 14, 26 (1st Cir.2005). These factors include: Matrix's burden of appearing, the forum state's interest in adjudicating the dispute, BlueTarp's interest in obtaining convenient and effective relief, the interstate judicial system's interest in efficient resolution of the matter, and the common interests of all states in promoting substantive social policies. See Adelson v. Hananel, 652 F.3d 75, 83 (1st Cir.2011); N. Laminate Sales, Inc., 403 F.3d at 26 (citing Burger King Corp., 471 U.S. at 477, 105 S.Ct. 2174).
Weighing the factors, the balance here tips in favor of jurisdiction. First, mounting an out-of-state defense most always means added trouble and cost and therefore, "`this factor is only meaningful where a party can demonstrate some kind of special or unusual burden.'" Hannon, 524 F.3d at 285 (quoting Pritzker v. Yari, 42 F.3d 53, 64 (1st Cir.1994)). No particular or unique burden has been shown here.
Second, Maine has an interest in this matter's resolution. BlueTarp, through its principal place of business, conducts business in Maine. Maine has an interest in redressing harms committed against its companies by out-of-state companies, see N. Laminate Sales, Inc., 403 F.3d at 26, the interest here being to ensure that an out-of-state entity settles up its supposed debts. Along these same lines, Maine has a stake in being able to provide a convenient forum for its slighted residents. See Adelson, 510 F.3d at 51.
Also cutting in favor of jurisdiction is BlueTarp's interest in convenient and effective relief. We have repeatedly said, "`a plaintiff's choice of forum must be accorded a degree of deference with respect to the issue of its own convenience.'" Hannon, 524 F.3d at 285 (quoting Sawtelle v. Farrell, 70 F.3d 1381, 1395 (1st Cir. 1995)). Further, according to BlueTarp, all relevant documents and potential witnesses are located in Maine.
Fourth, given that there is a lawsuit in South Carolina state court involving this matter, there is at least a question as to whether the instant lawsuit serves the interstate judicial system's interest in efficient resolution. But the existence of the South Carolina lawsuit, which we note was filed after this one, is insufficient to tip the constitutional balance. See Adelson, 652 F.3d at 84. Concluding with the final factor, we see no substantive social policy at issue here.
The district court's exercise of jurisdiction over this matter is reasonable.
Having found the relatedness, purposeful availment, and reasonableness factors satisfied, we conclude that it has been established that the district court has personal jurisdiction over Matrix. The district court's dismissal of the complaint is reversed.
Additionally, Matrix contends that the district court's finding of subject matter jurisdiction (made in passing) was erroneous. We disagree. It is undisputed that the two parties are citizens of different states. See 28 U.S.C. § 1332(a). As for the amount in controversy, it is not obvious that the claim involves less than the requisite $75,000. See id. BlueTarp's Vice President of Credit Risk Management completed an affidavit, which indicates that Matrix did not pay approximately $118,000 in charges or the resulting late fees and interest. This amount matches up with BlueTarp's billing statements and its collections letter. Moreover, Matrix admits it stopped paying. While Matrix may ultimately be able to argue that BlueTarp should not prevail because Matrix never paid BlueTarp directly or authorized the credit increase, at this stage it is not apparent to a legal certainty that BlueTarp cannot recover the approximately $120,000 it claimed. See St. Paul Mercury Indem. Co. v. Red Cab Co., 303 U.S. 283, 289, 58 S.Ct. 586, 82 L.Ed. 845 (1938); Stewart v. Tupperware Corp., 356 F.3d 335, 338 (1st Cir.2004).