GERALD AUSTIN McHUGH, District Judge.
This 30th day of July, 2015, upon consideration of Defendant Rimon, P.C.'s Motion to Dismiss Plaintiff's Amended Complaint and Plaintiff's Response thereto, Defendant's Motion is
Defendant moves to dismiss Plaintiff's Amended Complaint for lack of personal jurisdiction under Fed. R. Civ. P. 12(b)(2). In the event of a jurisdictional challenge, Plaintiff carries the burden to prove personal jurisdiction using "affidavits or other competent evidence."
Specific personal jurisdiction is a three-part inquiry in this Circuit. The Court must find that (1) the defendant "purposefully directed [its] activities at the forum"; (2) the litigation arose out of or related to one or more of these activities; and (3) jurisdiction "comport[s] with fair play and substantial justice."
In the specific context of "interstate contractual obligations, [the Supreme Court has] emphasized that parties who `reach out beyond one state and create continuing relationships and obligations with citizens of another state' are subject to regulation and sanctions in the other State for the consequences of their activities."
Here, the Amended Complaint alleges that Defendant approached Plaintiff for his services, the majority of which would be performed in Pennsylvania. Defendant thereafter entered into an ongoing contractual business relationship with Plaintiff, a Pennsylvania resident, which included directing communications to Plaintiff via email and telephone at his Pennsylvania office. Plaintiff specifically alleges that the parties' initial negotiations included the exchange of ongoing drafts of their contract, which required delivery to Plaintiff at his Pennsylvania office. Plaintiff further submits that the final, executed version of the contract was delivered to his Pennsylvania office. Moreover, under the terms of the agreement, Plaintiff contracted to provide services to Defendant via telephone from his Pennsylvania office. These key allegations are generally repeated in Plaintiff's supporting Declaration attached to his Opposition Brief.
Thus, construing the current record in the light most favorable to Plaintiff, Defendant purposefully directed business activities at Pennsylvania, this litigation arose out of those activities, and Defendant should have reasonably anticipated the possibility of appearing in court in Pennsylvania. In the specific context of contractual relations, Defendant reached outside California and created a continuing business relationship with a Pennsylvania citizen, thereby subjecting itself to Pennsylvania law regarding the consequences of the dissolution of that business relationship. Therefore, under the totality of the circumstances before the Court, exercising specific jurisdiction over Defendant comports with fair play and justice. Should the discovery process cast doubt on the extent of Defendant's relationship with this forum as characterized by Plaintiff, Defendant may reassert its jurisdictional argument at a later stage of this litigation.
Defendant similarly moves to dismiss for improper venue under Fed. R. Civ. P. 12(b)(3). In the case of a venue challenge, the burden of persuasion rests with the defense.
Based on the parties' submissions and the above jurisdictional analysis, I have no hesitancy in finding venue proper here, as a substantial part of the events giving rise to Plaintiff's contract claims occurred here in Pennsylvania. Defendant's alternative request to transfer venue because California would be more convenient for the defense is also denied. Pennsylvania is clearly more convenient for Plaintiff, who, as the master of his Complaint, has chosen to bring suit in this forum.
Defendant next moves to dismiss for failure to state a claim under Fed. R. Civ. P. 12(b)(6). Again viewing all facts and inferences in the light most favorable to Plaintiff at this early stage, Plaintiff has sufficiently pleaded his claims for breach of contract and unjust enrichment. Regarding Plaintiff's equitable accounting claim, under Pennsylvania law, "an equitable accounting is improper where no fiduciary relationship exists between the parties, no fraud or misrepresentation is alleged, the accounts are not mutual or complicated, or the plaintiff possesses an adequate remedy at law."
Finally, Defendant has moved for a more definite statement under Fed. R. Civ. P. 12(e). I find that the Amended Complaint pleads plausible claims for relief and effectively puts Defendant on notice of the claims against it, enabling Defendant to fully and fairly defend this matter. The paragraphs that Defendant has identified as "overly vague" are sufficient for the pleading stage. Defendants will of course have the opportunity to request additional information during discovery in order to test the merits of Plaintiff's claims. Accordingly, Defendant's request for a more definite statement is denied.
Based on the foregoing, Plaintiff's Equitable Accounting Claim under Count II of the Amended Complaint is hereby