RICHARD H. KYLE, District Judge.
Plaintiff Lexion Medical, LLC ("Lexion") and Defendant SurgiQuest, Inc. ("SurgiQuest") manufacture and sell insufflation devices used in laparoscopic surgery.
Lexion is a Delaware company headquartered in St. Paul, Minnesota. (Am.
SurgiQuest is a Delaware corporation headquartered in Connecticut. (Id. ¶ 2.) It manufactures and sells the "AirSeal" device used in laparoscopic surgery, which works differently than Lexion's Insuflow device. (Id. ¶ 11.) SurgiQuest's device is valveless and utilizes "a horizontal air barrier" to prevent insufflation gas from escaping. (Dugan Decl. ¶ 5.) As a result, it "constantly re-circulates and filters the original [insufflation] gas, without the need to introduce large amounts of additional gas." (Id.) Heating and humidifying is not required when using the AirSeal device, according to SurgiQuest, because the device "does not cause meaningful cooling or drying of the [surgical] environment," as it does not permit insufflation gas to escape and, hence, additional cold, dry gas need not be pumped into the patient. (Id. ¶¶ 3, 5.)
Lexion commenced this action against SurgiQuest on September 6, 2013. It alleges that SurgiQuest's marketing materials "falsely state its AirSeal [device] is capable of reducing the side effects linked to the use of unconditioned insufflation gas" and that "it is unnecessary to warm and humidify the insufflation gas to reduce side effects." (Am. Compl. ¶¶ 13-14.) It further alleges that SurgiQuest's employees repeated these "misrepresentations" in sales meetings held throughout the United States, including in Minnesota. (Id. ¶¶ 15-16.) And it claims that due to these "misrepresentations," doctors and others were influenced to purchase the AirSeal device, which has caused it (Lexion) to lose sales to prospective customers. (Id. ¶¶ 18-21.) This conduct, according to Lexion, constituted false advertising in violation of the Lanham Act, 15 U.S.C. § 1051 et seq., and deceptive and unlawful trade practices under Minnesota law.
SurgiQuest has no physical presence in Minnesota. (Dugan Decl. ¶ 8.) It owns no property here, has no offices here, and does not manufacture products here. (Id.) It is not registered to do business in Minnesota and has never been subject to Minnesota income taxes. (Id. ¶ 7.) It does not direct, and has never directed, any advertisements of any kind regarding its AirSeal device or any other product to Minnesota. (Id. ¶¶ 9, 12.) Instead, SurgiQuest's Minnesota contacts are primarily limited to the following:
First, in 2012, surgeons at Mercy Hospital ("Mercy") in Coon Rapids, Minnesota, heard about the AirSeal device and wanted to learn more about it. (Dooher Decl. ¶ 3.) Mercy set up a meeting in Minnesota with two SurgiQuest employees, who provided additional information about the device. Mercy then obtained an AirSeal device and evaluated it in surgeries in October and November 2012. That eventually led Mercy to decide to purchase the device in March 2013, at a cost of approximately
SurgiQuest moved to dismiss this case in October 2013, arguing that personal jurisdiction is lacking in Minnesota. Lexion responded with an Amended Complaint amplifying its allegations and citing the sale to Mercy, of which it learned via early discovery, as a Minnesota contact. SurgiQuest now moves to dismiss the Amended Complaint for lack of personal jurisdiction or, alternatively, to dismiss Lexion's state-law causes of action for failure to state a claim. The Motion has been fully briefed, the Court heard argument on March 11, 2014, and the Motion is ripe for disposition.
In order to survive SurgiQuest's Motion, Lexion must make only a prima facie showing of jurisdiction. E.g., Epps v. Stewart Info. Servs. Corp., 327 F.3d 642, 647 (8th Cir.2003). This requires it to proffer "sufficient facts ... to support a reasonable inference that [SurgiQuest] can be subjected to jurisdiction within [Minnesota]." Dairy Farmers of Am., Inc. v. Bassett & Walker Int'l, Inc., 702 F.3d 472, 475 (8th Cir.2012) (citations omitted). Because SurgiQuest controverts the existence of jurisdiction, Lexion's showing "must be tested[ ] not by the pleadings alone, but by the affidavits and exhibits presented with the motion[ ] and in opposition thereto." Id. (citations omitted). And where, as here, the Court does not hold an evidentiary hearing, it must "look at the facts in the light most favorable to the nonmoving party, and resolve all factual conflicts in favor of that party." Pangaea, Inc. v. Flying Burrito LLC, 647 F.3d 741, 745 (8th Cir. 2011) (citation omitted).
To establish a prima facie case of personal jurisdiction, Lexion must show that Minnesota's long-arm statute has been satisfied and that exercising jurisdiction would comport with the Due Process Clause of the Fourteenth Amendment.
Lexion first argues that SurgiQuest's contacts with Minnesota are so continuous and systematic as to justify the exercise of general jurisdiction. (See Mem. in Opp'n at 9-10.) The Court does not agree.
In support of its argument, Lexion hones in on the "ongoing, multiyear relationship" between Mercy, a Minnesota hospital, and SurgiQuest. (Id. at 9.)
Here, the record simply does not support the conclusion that Minnesota may be fairly characterized as SurgiQuest's "home." Though it has repeatedly transacted
Lexion next argues that the Court may exercise specific jurisdiction over SurgiQuest. In support, it again focuses on SurgiQuest's lone sale in this state, noting that SurgiQuest has sent marketing materials and made sales calls to, engaged in repeated sales (of consumables) to, and regularly communicated with, Mercy. (Mem. in Opp'n at 10-16.) And it contends that its claims—alleging SurgiQuest "has committed false advertising and misrepresentation in conjunction with the sale of its AirSeal System"—arise out of these Minnesota contacts. (Id. at 20-21 (arguing that documents produced by Allina "have already yielded marketing material containing precisely the misrepresentations that form the basis of this action").)
But Lexion overlooks that some of these purported Minnesota contacts are in fact unrelated to this litigation. For example, it harps on Mercy's repeated purchases of consumables from SurgiQuest, yet nothing before the Court suggests those purchases involved (alleged) misrepresentations regarding the AirSeal device. Moreover, Lexion pays no heed to the fact that Mercy initiated contact with SurgiQuest, rather than the other way around. (See Dooher Decl. ¶ 3 ("[S]everal surgeons at Mercy had heard about [the] AirSeal system and were interested in learning more. Mercy [then] set up a meeting with two SurgiQuest representatives.") (emphasis added).) Minnesota courts have recognized that a "crucial factor in determining whether the defendant availed itself of jurisdiction is the nonresident defendant's effort to initiate or induce the transaction." Viracon, Inc. v. J & L Curtain Wall LLC, 929 F.Supp.2d 878, 884 (D.Minn.2013) (Kyle, J.) (quotation marks and citation omitted).
Regardless, Lexion's argument misapprehends the specific-jurisdiction inquiry. As the Supreme Court emphasized just last month, the analysis must "look[ ] to the defendant's contacts with the forum State itself, not the defendant's contacts with persons who reside there." Walden v. Fiore, ___ U.S. ___, 134 S.Ct. 1115, 1122, 188 L.Ed.2d 12 (2014) (emphasis added); accord id. at 1124 (courts must not "shift[ ] the analytical focus from [the defendant's] contacts with the forum to [its] contacts with" forum residents) (emphasis added). A defendant's "relationship with a
Viewed in the context of the allegations in the Amended Complaint, Lexion must show something more than the sale of a lone device by SurgiQuest to a single Minnesota entity—even one that contemplated a continuing relationship through purchases of consumables. See id. at 1122 (noting that specific jurisdiction requires a contractual relationship that "envisioned continuing and wide-range contacts in the forum State") (emphasis added). Rather, Lexion must show SurgiQuest "purposefully reached ... into" Minnesota to "exploit" the market here. Id. It has failed to meet that standard. As noted above, SurgiQuest does not direct, and has never directed, advertisements of any kind regarding its AirSeal device or any other product to Minnesota.
Finally, Lexion requests that the Court permit jurisdictional discovery if the present record does not suffice to deny SurgiQuest's Motion. (Mem. in Opp'n at 23-24.) But in the Court's view, jurisdictional discovery would be inappropriate for two reasons. First, this is not a case in which the plaintiff has been afforded no opportunity to explore the defendant's forum contacts. Lexion already has obtained discovery regarding SurgiQuest's dealings with Mercy, SurgiQuest has denied other sales or marketing to Minnesota, and Lexion has not offered any compelling argument why SurgiQuest's denial is suspect. See, e.g., Vetta-Zelo, Inc. v. Ideum, Inc., Civ. No. 13-367, 2013 WL 3177804, at *9 (D.Minn. June 24, 2013) (Davis, C.J., adopting Report & Recommendation of Keyes, M.J.) (denying jurisdictional discovery where defendant "provided a sworn affidavit showing what appears to be the entirety of any potential
Based on the foregoing, and all the files, records, and proceedings herein, it is