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UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF OHIO

WESTERN DIVISION

SARA HAWES, et al.,

Plaintiffs,

vs.

MACY’S INC., et al.,

Defendants.

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Case No. 1:17-cv-754

Judge Timothy S. Black

ORDER GRANTING 

DEFENDANT AQ TEXTILES LLC’s MOTION TO DISMISS

This civil action is before the Court upon Defendant AQ Textiles LLC (“AQ”)’s 

motion to dismiss for lack of personal jurisdiction, lack of standing, and failure to state a 

claim (Doc. 16) and the parties’ responsive memoranda (Docs. 26 and 33). Ultimately, 

the Court lacks personal jurisdiction over AQ, and therefore the Court need not address 

Defendant’s arguments that the complaint should be dismissed for lack of standing and 

failure to state a claim.

I. BACKGROUND

For purposes of this motion to dismiss, the Court must: (1) view the complaint in 

the light most favorable to Plaintiffs; and (2) take all well-pleaded factual allegations as 

true. Tackett v. M&G Polymers, 561 F.3d 478, 488 (6th Cir. 2009). 

Plaintiffs Sara Hawes and Amy Hill are unsatisfied customers who claim that the 

bed sheets they purchased in California and Missouri, respectively, were labeled with
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inflated thread counts. (Doc. 1 at ¶¶ 11–12). Plaintiffs claim that Defendants Macy’s 

Inc. (“Macy’s”), AQ, and Creative Textile Mills Pvt. Ltd. (“Creative”) are responsible for 

deceiving and misleading them, and the American consumer public, into buying the bed 

sheets with inflated thread counts.

For the purposes of this motion, AQ’s conduct and connection with Ohio is 

critical. AQ is a North Carolina LLC with its principal place of business in North 

Carolina. (Id. at ¶ 16). Macy’s is a Delaware corporation with its principal place of 

business in Ohio. (Id. at ¶ 13). AQ imports and distributes sheets and bedding products 

to Macy’s. (Id. at ¶ 18). AQ allegedly participated in developing the labeling and 

packaging that included inflated thread counts. (Id. at ¶ 37). Plaintiffs state that contracts 

between AQ, Creative, and Macy’s “provided for products warranted to be of a particular 

thread count.” (Id. at ¶ 86). The complaint blanketly states that “Defendants conduct 

business in this District and have intentionally availed themselves of the laws and 

markets of this District, and a substantial part of the events or omissions giving rise to 

claims occurred in this district.” (Id. at ¶ 8).

II. STANDARD OF REVIEW

Plaintiffs bear the burden of establishing personal jurisdiction. Mich. Nat'l Bank v. 

Quality Dinette, Inc., 888 F.2d 462, 466 (6th Cir.1989). This burden, however, is 

“relatively slight.” Coast to Coast Health Care Serv., Inc. v. Meyerhoffer, 2:10-cv-734, 

2012 WL 169963, at *3 (S.D. Ohio Jan. 19, 2012). In deciding whether personal 

jurisdiction exists, a court has discretion to hold a hearing or to rely on the affidavits and
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factual allegations in the pleadings. Id.

When a defendant files a properly supported motion to dismiss, “the plaintiff may 

not stand on [its] pleadings but must, by affidavit or otherwise, set forth specific facts 

showing that the court has jurisdiction.” Theunissen v. Matthews, 935 F.2d 1454, 1458 

(6th Cir. 1991). A plaintiff “need only make a prima facie showing of jurisdiction.” Id. 

Dismissal is proper where a plaintiff's factual allegations taken together fail to establish 

a prima facie case for personal jurisdiction. CompuServe, Inc. v. Patterson, 89 F.3d 

1257, 1262 (6th Cir. 1996). In ruling on a 12(b)(2) motion, the “court will not consider 

facts proffered by the defendant that conflict with those offered by the plaintiff.” Neogen 

Corp. v. Neo Gen Screening, Inc., 282 F.3d 883, 887 (6th Cir. 2002). A court must 

construe the facts presented in the pleadings and affidavits in the light most favorable to 

the nonmoving party. See Serras v. First Tenn. Bank Nat’l Ass’n, 875 F.2d 1212, 1214 

(6th Cir. 1989). 

III. ANALYSIS

A federal court “generally may not rule on the merits of a case without first 

determining that it has jurisdiction over the category of claim in suit (subject-matter 

jurisdiction) and the parties (personal jurisdiction).” Sinochem Int'l Co. Ltd. v. Malaysia 

Int'l Shipping Corp., 549 U.S. 422, 430-31 (2007). Here, AQ asserts that the Court lacks 

personal jurisdiction over AQ. The Court agrees.

Generally, this Court is permitted to exercise personal jurisdiction over out-ofstate defendants when the defendant has “certain minimum contacts with [Ohio] such that 
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maintenance of the suit [here] does not offend ‘traditional notions of fair play and 

substantial justice.’” International Shoe Co. v. Washington, 326 U.S. 310, 316 (1945) 

(quoting Milliken v. Meyer, 311 U.S. 457, 463 (1940)). 

There are two types of personal jurisdiction: general and specific jurisdiction. 

Courts may exercise general jurisdiction against a corporation in a place where “the 

corporation is fairly regarded at home.” Goodyear Dunlop Tires Operations, S.A. v. 

Brown, 564 U.S. 915, 924 (2011). However, specific jurisdiction is different. “In order 

for a state court to exercise specific jurisdiction, ‘the suit’ must ‘aris[e] out of or relat[e] 

to the defendant’s contacts with the forum.’” Bristol-Myers Squibb Co. v. Superior Court 

of California, San Francisco Cty., 137 S. Ct. 1773, 1780 (2017) (quoting Daimler AG v. 

Bauman, 134 S. Ct. 746, 754 (2014). Here, Plaintiffs do not suggest that the Court has 

general jurisdiction over AQ; therefore, the specific question presented is whether 

specific jurisdiction over AQ exists.

In diversity cases, “we look to the law of the forum state to determine whether 

personal jurisdiction exists.” Calphalon Corp. v. Rowlette, 228 F.3d 718, 721 (6th Cir. 

2000). In order to determine whether personal jurisdiction exists over an out-of-state 

corporation, the Court must examine: (1) whether Ohio’s long-arm statute permits the 

exercise of jurisdiction and (2) if so, whether exercising personal jurisdiction would 

violate constitutional due process. Citizens Bank v. Parnes, 376 Fed. App’x 496, 501 

(6th Cir. 2010).
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a. Long–Arm Statute

“Although the Ohio Supreme Court has determined the Ohio long-arm statute does 

not extend to the constitutional limits of the Due Process Clause, [the] central inquiry is 

whether minimum contacts are satisfied so as not to offend ‘traditional notions of fair 

play and substantial justice.’” Calphalon, 228 F.3d at 721. 

Ohio's long-arm statute provides in relevant part: 

(A) A court may exercise personal jurisdiction over a person 

who acts directly or by an agent, as to a cause of action 

arising from the person's:

(1) Transacting any business in this state;

(2) Contracting to supply services or goods in this state;

Ohio Rev. Code § 2307.382(A)(1), (2). “When jurisdiction over a person is based solely 

upon this section, only a cause of action arising from acts enumerated in this section may 

be asserted against him.” Id. at subsection (C).

1. Transacting Business

The term “transacting any business” as used in the statute is given broad 

interpretation. Brunner v. Hampson, 441 F.3d 457, 464 (6th Cir. 2006). However, the 

out-of-state defendant must have “ongoing substantive contacts,” and “the existence of a 

contract or simply soliciting business in Ohio is not enough.” Evenflo Co., Inc. v. 

Augustine, No. 3:14-cv-00076, 2014 WL 3105016, at *4 (S.D. Ohio July 3, 2014).

Plaintiffs contend they have shown that AQ transacted business in Ohio because 

the complaint states, “Defendant AQ Textiles. . . imports and distributes the relevant 
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sheet and bedding product to Defendant Macy’s.” (Doc. 1 at ¶ 18). Plaintiffs claim that 

AQ sold the products in many markets, including Ohio, and intended to target consumers 

in states like Ohio. (Id. at ¶¶ 8, 45, 56, 86). Yet Plaintiffs do not actually allege that AQ 

imports and distributes its products to Ohio. AQ argues that there are no allegations that 

(1) AQ has ever done business in Ohio; (2) AQ sells or ships products to Ohio; (3) AQ 

owns or leases property or employs persons in Ohio, (4) AQ has participated in any 

conduct in Ohio; (5) any representative of AQ has ever been to Ohio. (Doc. 33 at 4).

Two factors help determine whether an out-of-state defendant “transacted 

business” within the meaning of the long-arm statute. Hitachi Med. Sys. Am., Inc. v. St. 

Louis Gynecology & Oncology, LLC, No. 5:09-cv-2613, 2011 WL 711568, at *4–5 (N.D.

Ohio Feb. 22, 2011).

The first factor is whether the out-of-state defendant initiated the dealing. If it 

were the defendant who “reached out” to the forum state to create a business relationship, 

the defendant has transacted business within the forum state. The question of who 

initiates the contact, however, is but one factor to be considered and the determination is 

not always dependent upon who initiates the contact. Id. at *5. Here, the complaint is 

devoid of any allegation that AQ reached out to Ohio to create a business relationship 

with Macy’s. Thus, the first factor weighs in AQ’s favor.

The second factor is “whether the parties conducted their negotiations or 

discussions in the forum state, or with terms affecting the forum state.” Id. If the parties 
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negotiated in Ohio with provisions affecting Ohio, the nonresident transacted business in 

Ohio. Cole v. Mileti, 133 F.3d 433, 436 (6th Cir. 1998) (“When a nonresident defendant 

transacts business by negotiating and executing a contract via telephone calls and letters 

to an Ohio resident, then the defendant has purposefully availed himself of the forum by 

creating a continuing obligation in Ohio.”). However, merely directing communications 

to an Ohio resident for the purpose of negotiating an agreement, without more, is 

insufficient to constitute “transacting business.” “Rather, there must additionally be 

some continuing obligation that connects the non-resident defendant to the state or some 

terms of the agreement that affect the state.” Shaker Const. Group, LLC v. Schilling, 

2008 WL 4346777, at *3 (S.D. Ohio Sept. 18, 2008) (citing Kentucky Oaks Mall Co. v. 

Mitchell's Formal Wear, Inc., 53 Ohio St.3d 73, 559 N.E.2d 477, 480 (1990)). Here, 

while Plaintiffs allege that there is a contract between AQ and Macy’s (Id. at ¶ 86), there 

are no allegations that the contract was negotiated in Ohio, was signed in Ohio, was 

performed in Ohio, or includes terms affecting the forum state. Thus, the second factor 

weighs in AQ’s favor.

Nevertheless, although the Court finds that Plaintiffs have failed to meet their 

burden to establish that AQ transacted business in Ohio, even assuming AQ did transact 

business within Ohio, Plaintiffs have failed to show their claims arise from AQ’s contact 

with Ohio.
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2. AQ’s contacts with Ohio are not the proximate cause of 

Plaintiffs’ injury

Ohio’s “long-arm statute requires a ‘proximate cause’ relationship between a 

plaintiff’s personal injury claim and the defendant’s conduct in Ohio.” Brunner, 441 

F.3d at 466 (analyzing Goldstein v. Christiansen, 70 Ohio St. 3d 232, 1994-Ohio-229, 

638 N.E.2d 541 (1994)). “Even if a defendant’s activity in the state is a “but-for” cause

of a [plaintiff]’s injuries, that’s not enough under Ohio’s long-arm statute.” Seitz v. U.S. 

Nat’l Whitewater Ctr., Inc., No. 2:17-cv-524, 2018 WL 582553, at *2 (S.D. Ohio Jan. 26, 

2018) (citing Brunner, 441 F.3d at 465–66; Goldstein, 70 Ohio St. 3d at 238 n.1). Merely 

soliciting business in Ohio is insufficient “to sustain personal jurisdiction.” Brunner, 441 

F.3d at 467. “For a court to assert specific jurisdiction, the contact with the forum state 

must be proximately related to the plaintiff’s injuries.” Seitz, 2018 WL 582553, at *2.

Here, Plaintiffs have simply failed to allege that any business that AQ transacted 

with Macy’s in Ohio proximately caused Plaintiffs’ injury. Plaintiffs’ alleged injuries 

relate to their purchase of bed sheets in California and Missouri. These injuries are 

unrelated to any purported business that AQ has conducted in Ohio.

Moreover, even if AQ engaged in a nationwide course of conduct to sell bed 

sheets, including in Ohio, that is insufficient for specific jurisdiction in Ohio to be 

appropriate. The analysis of specific jurisdiction in the case of Demaria v. Nissan N. Am. 

Inc., No. 15 C 3321, 2016 WL 374145 (N.D. Ill. Feb. 1, 2016), although under the 
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“arising from” prong of the due process evaluation,

1 is informative.2

 In that case, the 

court found that it did not have specific jurisdiction over several potential class action 

plaintiffs who had not been injured in the forum state. Id. at *8 (“each plaintiff’s claim is 

predicated on the law of the particular state where he or she purchased a car and the 

claims of the other plaintiffs as alleged remain unrelated to anything that transpired in 

[the forum state].” Here, the Court cannot find that AQ’s conduct in Ohio was the 

proximate cause of any injuries suffered by the Plaintiffs in California and Missouri.

The Court finds that Ohio’s long-arm statute does not authorize personal 

jurisdiction over AQ. Accordingly, the Court need not examine whether exercising 

personal jurisdiction over AQ would be permissible under the Due Process Clause. 

Having found that the Court lacks personal jurisdiction, AQ may currently rest easy.

 1 The Sixth Circuit’s due process analysis requires that three prongs be satisfied: “First, the 

defendant must purposefully avail himself of the privilege of acting in the forum state or causing 

a consequence in the forum state. Second, the cause of action must arise from the defendant's 

activities there. Finally, the acts of the defendant or consequences caused by the defendant must 

have a substantial enough connection with the forum state to make the exercise of jurisdiction 

over the defendant reasonable.” Means v. United States Conference of Catholic Bishops, 836 

F.3d 643, 649 (6th Cir. 2016).

2 Notably, “[t]he requirement that contacts be the proximate cause of the asserted harm to satisfy 

the long-arm statute is necessarily more restrictive than the but-for “arising from” standard 

applicable in the due process context.” Burnshire Dev., LLC v. Cliffs Reduced Iron Corp., 198 

Fed. App’x 425, 432 n.2 (6th Cir. 2006)
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IV. CONCLUSION

For the foregoing reasons, Defendant AQ Textile LLC’s motion to dismiss 

(Doc. 16) is GRANTED, and claims against it are DISMISSED without prejudice.

IT IS SO ORDERED.

Date: 

Timothy S. Black

United States District Judge

9/28/18