general or specific jurisdiction. See RAR, 107 F.3d at 1277.

General jurisdiction is permitted only where the defendant has
“*continuous and systematic general busiress contacts’ with the
forum.” Id. (quoting Helicopteros Nacionales de Colombia, S.A. v.
Hail, 466 U.S. 408, 414 n. 8). Here, MAC alleges several contacts
that NEI has had with Illinois. These contacts include a financing
transaction with Helier Financial of Illinois in 1993, purchase of
a printing press from Komori America of Illinois in 1998, another
financing transaction with Heller Finansial in 1999, various
equipment leases from Fuji Photo of Illinois in 1999 that included
annual purchasing requirements, attendance ut annual trade shows in
Chicago, and the regular purchasing of replacement parts from
Illinois. NEI responds that most of the negotiations and contract
executions relating to these transactions took place in New Jersey
through New Jersey representatives and distributors. Regardless
these sporadic contacts are not “continuous and systematic,” and
thus do not establish the minimum contacts necessary to support the
exercise of general personal jurisdiction ver NEI.

To determine whether minimum contacts exist to permit the
exercise of specific jurisdiction over a defendant, I must decide
whether the defendant “‘should reasonably anticipate being haled
into court [in Tllinois],’ because the defendant has ‘purposefully
avail[ed] itself of the privilege of conducting activities’ there.”

RAR, 107 F.3d at 1277 (quoting World-Wiae Volkswagen Corp. v.



process. Defendants’ motion to dismiss for lack of personal

jurisdiction is GRANTED.

ENTER ORDER:

Laws L Burhle

Elaine E. Bucklo
United States District Judge

pated: August Ql, 2002

9


negotiations were conducted, where the parties executed the
contract, and where the defendant weuld have performed the
contract. See Ameritech Servs., Inc. v. SCA Promotions, Inc., No.

99 C 4160, 2000 WL 283098, at *3 (N.

Ill. Mar. 6, 2000) (Moran,
J.). Here, these factors weigh against exercise of personal
jurisdiction over NEI and the guarantors.

NEI states that it did not initiate any contact with MAC
regarding the lease agreement. NEI also states that it conducted
negotiations regarding the lease from its place of business in New
Jersey. These claims are undisputed by MA", and thus I take them
as true. See Ameritech, 2000 WL 283098 at *3. With respect to
execution, the guarantors signed the guarantee agreements in New
Jersey. Swenson Aff. J 10; Breakstone Aff. | 6; Cestaro Aff. 9 6.
NEI states that it signed the lease agreement at its office in New
Jersey. It is unclear where MAC signed the agreement, and who
signed it last, but even if MAC signed the contract in Illinois
after NEI had signed it in New Jersey, this fact is not
dispositive. See Jamik, Inc. v. Days Inn, 74 F. Supp. 2d 818, 823
(N.D. Iil. 1999) ‘Alesia, J.) (finding no specific personal
jurisdiction over New Jersey defendant where contract at issue had
been sent to and signed in New Jersey; court made no reference to
where and when contract had been signed by Illinois plaintiff).

With respect to performance, NEI’s only connection with

Illinois was that payment was to be mame to MAC’s office in



Woodson, 444 U.S. 286, 297 (1980) and Burger King Corp. v.
Rudzewicz, 471 U.S. 462, 474-75 (1985)). In determining whether
minimum contacts exist for purposes of specific jurisdiction, I
look only to the contacts that the suit “arise[s] out of” or is
“related to.” RAR, 107 F.3d at 1277. fere, both sides have
discussed NEI’s contacts with Illinois related to its purchase
agreement with MLP in addition to its contacts related to the lease
agreement with MAC. However, “it is only the ‘dealings between the
parties in regard to the disputed contract’ that are relevant to
minimum contacts analysis.” Td. at 1278 (quoting Vetrotex
Certainteed Corp. v. Consol. Fiber Glass Prods. Co., 75 F.3d 147,
153 (3d Cir. 1996)). MLP is not a party ts this action, and thus
the purchase agreement between MLP and NEI is irrelevant in
determining whether I have specific personal jurisdiction over NEI
or the guarantors. Instead I look only “c NEI’s contacts with
Illinois relating to the lease agreement with MAC and the
guarantors’ contacts with Illinois relating to the guarantee
agreements.

An out-of-state party’s contract with an Illinois resident is
alone not sufficient to establish the requisite minimum contacts.
See RAR, 107 F.3d at 1277 (citing Burger king, 471 U.S. at 478).
Instead, courts look to a number of factor» when deciding whether
to exercise specific personal jurisdiction over a nonresident

defendant including who initiated the transaction, where the



at *4 (finding no personal jurisdiction over a Texas defendant who
was obligated to mail a check from Texas tc Illinois). Similarly,
with respect to the guarantors, the fact that payment was to be
sent to Illinois if NEI defaulted is alone net a sufficient contact
to support the exercise of personal urisdiction over the
guarantors. Cases in which personal jurisdiction has been
exercised over nonresident guarantors have venerally done so on the
basis of contacts more substantial than the fact that payment would
be sent to Tllinois in the event of default. See, @.g.,
Continental Bank, 742 7. Supp. at 509 (guaranty agreements
contained Illinois choice of law clause); M.S. Distrib. Co. v. Web

Records, Inc., No. 00 C 1436, 2000 WL 1898507, at *2-3 (N.D. Ill.

Dec. 21, 2000) (Lindberg, J.) (guarantor negotiated agreement in
Illinois, agreement contained Illinois choice of law clause);
Fountain Mktg. Group, Inc. v. Franklin Progressive Res., Inc., No.

96 C 2647, 1996 WL 406633 (N.D. Ill. July 16, 1996) (Conlon, J.)

(guarantor actively negotiated purchase agreement on behalf of

corporation that was subject to specific personal jurisdiction).
Because neither NEI nor guarantors have minimum contacts with

Tllinois arising out of their transactions with MAC, I canrot

exercise personal jurisdiction over them consistent with due



a.
Minate Order Farm (0697)

S “\? United States District Court, Northern District of Illinois
Name of Assigned Judge Elaine E. Bucklo Sitting Judge if Other
or Magistrate Judge than Assigned Judge
CASE NUMBER 02 € 187 DATE 8/21/2002
CASE MAC Funding Corp. vs. Northeast Impressions, Inc., et al.
TITLE

of the motion being presented. ]

MOTION:

[In the following box (a) indicate the party filing the motion. ¢.g,, plaintill. delendant, 3rd party plaintifY. and (b) state briefly the nature

DOCKET ENTRY:

(1) oO Filed motion of [ use listing in “Motion” box above.]

(2) oO Brief in support of motion due

(3) Oo Answer brief to motion due. Reply to answer brief due

(4) o Ruling/Hearing on _____set for at

(5) a Status hearing[held/continued to] jset for/re-set for]on set for at

(6) O Pretrial conference[held/continued to] [set for/re-set for] on setfor at
(7) oO Trial[set for/re-set for|on at,

(8) o [Bench/Jury trial] [Hearing] held/continuedto at

(9) oOo This case is dismissed [with/without] prejudice and without costs|by‘agreement/pursuant to]

OOFRCP4(m) ClLocal Rule 41.1 OO FRCP41(a)(1) 0 FROPA1(a)(2).

moot. Enter Memorandum Opinion and Order.

dl) @ [For further detail see order attached to the original minute order. ]

(10) Hl [Other docketentry] Defendants’ motion to dismiss for lack of personal jurisdiction (8-
and the case is dismissed. Any pending motion in this case. including #s 3-2 and 8-1, is terminated as

2) is granted

No notices required, advised in open court

No notices required number of notices

Document
Number

| Notices mailed by judge's staff AUG 22 2002
{
Notitied counsel by telephone. { date ducketed
Docketing to mail notices | pH
f | Mail AO 450 form Leng yay dockotng depny itis
ay thn
Copy te judge/magistrate judge. ”
were 8/21/2002,
e
Cs ate mailed notice
courteoom LOE bey o. asst ot
MP) deputy’s arr eae | MP?
initials " -
eas tlhe eiyog in
contral Clétk's Office g deputy ils



Illinois. While there are cases in which personal jurisdiction was

exercised over nonresident defendants based on their agreements to

make loan payments to Illinois residents, e Mors v. Williams, 791
F. Supp. 739, 742 (N.D. Ill. 1992) (Alesia, 3.); Continental Bank
N.A. v. Everett, 742 FP. Sapp. 508, 512 (N.D. 111. 1990) (Bua, J.),
aff’d, 964 F.2d 701 (7th Cir. 1992); Lyons Savings and Loan
Association v. Geode Inc., 626 F. Supp. 1141, 1143-44 (N.D. Tll.
1986) (Duff, J.), these cases are distinguishable. In Mors, it was
the out-of-state defendant who had initiated contact with the
Illinois plaintiff. The fact that defendant had sought cut a loan
from an Illinois resident was sufficient tc support a finding that

defendant had purposefully availed hims of the privilege of

conducting business in Illinois. See Mors, 191 F. Supp. at 742.
Here, NEI did not actively seek financing from MAC. In Continental
Bank and Lyons, the courts found it significant that the loan
agreements contained Illinois choice of !aw clauses, making it
reasonable for defendants to anticipate being subject to litigation
in Illinois. See Continental Bank, 742 F. Supp. at 510, 512;
Lyons, 626 F. Supp. at 1143-44. Here, the lease agreement does not
contain an Illinois choice of law clause, but rather a clause
indicating that New Jersey law will govern the lease. Absent other
relevant connections, the fact that payment was to be sent to MAC’s
office in Illinois is not a contact sufficient to support exercise

of personal jurisdiction over NEI. See Ameritech, 2000 WL 283098



jurisdiction “only when it is fair, just, and reasonable to require
a nonresident defendant to defend an action in Illinois,
considering the quality and nature of the defendant’s acts which
occur in Illinois or which affect interests located in Illinois.”
Rollins v. Ellwood, 565 N.E.2d 1302, 1316 (rll. 1990). Although
this standard offers protections independent from the federal due
process clause, see id, the Tllinois courts “have given little
guidance as to how state due process protection differs from
federal protection in the context of personal jurisdiction.” RAR,
107 F.3d at 1276. Because the parties also fail to address any
distinctions between the Illinois and federal due process
standards, and my own research reveals nothing that would affect
the analysis, I need not determine whether and to what extent the
Illinois’ due process guarantee differs from or exceeds federal due
process protections. See R.R. Donnelley & Sons Co. v. Hays Int’l
Mailing Serv., Inc., No. 98 C 8403, 1999 Wh 284798, at *2, (N.D.
Ill. Apr. 26, 1999) (Pallmeyer, J.).

The federal constitution requires that 1n order for a court to
exercise personal jurisdiction over a defencaant, the defendant have
“certain minimum contacts with [the state] such that the
maintenance of the suit does not offend ‘traditional notions of
fair play and substantial justice.” RAR, 107 F.3d at 1277 (quoting
International Shoe Co. v. Washington, 3z€ U.S. 310, 316 (1945))

What this standard means cepends on whether the court is exercising


jurisdiction pursuant to Fed. R. Civ. P. 12{b) (2). In a diversity
case, I have jurisdicticn over the defendants only if Tllinois
courts would have such jurisdiction. See Kiump v. Duffus, 71 F.3d
1368, 1371 (7th Cir. 1997). Generally, personal jurisdiction must
satisfy three requirements: state statutory law, state
constitutional law, and federal constitutional law. See RAR, Inc.
v. Turner Diesel, Ltd., 137 F.3d 1272, 1276 (7th Cir. 1997). With
respect to state statutory law, plainziff looks to sections 209 (a)
and (b) of the Illinois Long-Arm Statute, 735 ILCS 5/2-209,
claiming that the statute authorizes jurisliction over defendants
because they were “doing business” in Illinois, they entered into
a contract “substantially connected” with Illinois, or they had
completed a “transaction” of business in Illinois. However,
because the Illinois Long-Arm Statute authorizes personal
jurisdiction to the extent permitted by the Illinois and Federal
Constitutions, 735 ILCS 5/2-209(c), it is unnecessary to determine
whether the “doing business,” “substantially connected,” or

“transaction” provisions of the long-arm statute are satisfied so

long as the exercise of personal jurisdiction is within the limits
of both the Illinois and Federal Constitutions. See RAR, 107 F.3d
at 1276.

Under the doctrine of constitutionsl avoidance, I would

ordinarily address the state constitutional inquiry first. See id.

The Illinois Constitution permits the exercise personal


IN THE UNITED STATES DISTRICT COURT
FORT THE NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION

MAC FUNDING CORPORATION,
a Delaware Corporation,

Plaintiff,

v.
No. 02 C 0187
NORTHEAST IMPRESSIONS, INC.;
RICHARD BREAKSTONE; MICHAEL
CESTARO; and GARY SWENSON,

Defendants.

MEMORANDUM OPINION AND ORDER

MAC Funding Corporation (“MAC”), a Delaware corporation with
its principal place of business in Illinois, sues Northeast
Impressions Inc. (“NEI”), a New Jersey corporation with its
principal place of business in New Jersey, as well as Richard
Breakstone, Michael Cestaro, and Gary Swenson (“the guarantors”),
all citizens and residents of New Jersey.

In May of 2000, NEI entered into an agreement with MLP USA
Inc. (“MLP”) to purchase a printing press. The press was financed
by MAC by way of a lease agreement between MAC and NEI. The
guarantors guaranteed the obligations of NEI under the lease. MAC
now complains that NEI has failed to make ariy payments under the

lease agreement, anc seeks relief from NEI and guarantors.

NEI and the guarantors move to dimiss for lack of personal

DOCKETED

AUG 2 2 2002