1 – OPINION & ORDER

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF OREGON

PORTLAND DIVISION

REDI-CO, LLC, 

an Oregon limited liability company, 

No. 3:15-CV-01810-HZ

Plaintiff,

OPINION & ORDER

v.

PRINCE CASTLE, LLC,

a Delaware limited liability company,

Defendant.

George W. Mead

THE MEAD LAW FIRM PC

7455 SW Bridgeport Road, Suite 205

Tigard, OR 97224

Attorney for Plaintiff

Anna Helton

SCHWABE, WILLIAMSON & WYATT PC

1211 SW Fifth Avenue, Suite 1900

Portland, OR 97204
2 – OPINION & ORDER

J. David Duffy

Patrick Morales-Doyle

THOMPSON COBURN LLP

55 East Monroe Street, 37th Floor

Chicago, IL 60603

Attorneys for Defendant

HERNÁNDEZ, District Judge:

In this contract action, Plaintiff Redi-Co, LLC contends that Defendant Prince Castle, 

LLC breached the parties’ supply contract. Pursuant to Federal Rules of Civil Procedure 

12(b)(1), (2), and (6), Defendant moves to dismiss for lack of subject-matter jurisdiction, lack of 

personal jurisdiction, and failure to state a claim upon which relief can be granted. I grant the 

motion because the Court lacks personal jurisdiction over Defendant.

BACKGROUND

Plaintiff is an Oregon company with its principal place of business in West Linn, Oregon. 

Am. Compl., ¶ 1, ECF 43.

1 Defendant is a Delaware company with its principal place of business 

in Carol Stream, Illinois. Id., ¶ 2. On August 28, 2013, the parties entered into a written supply 

agreement for Plaintiff to sell grill scrapers and other related products to Defendant. Am.

Compl., Ex. 1. Slightly less than two years later, on or about August 18, 2015, Defendant 

notified Plaintiff that it would no longer purchase the products it had been ordering. Am. Compl., 

¶ 12. Several days later, Plaintiff sent Defendant a default notice stating its intent to pursue 

remedies. Am. Compl., Ex. 2.

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1 Previously, this Court dismissed for lack of subject-matter jurisdiction. Redi-Co, LLC v. Prince Castle, LLC, No. 

3:15-CV-01810-HZ, 2016 WL 740426, at *1 (D. Or. Feb. 24, 2016). The Ninth Circuit reversed. 715 F. App’x. 651, 

651 (9th Cir. 2018). Plaintiff then filed an Amended Complaint on September 27, 2018.
3 – OPINION & ORDER

STANDARDS

Under Federal Rule of Civil Procedure 12(b)(2), a defendant may move for dismissal on 

the grounds that the court lacks personal jurisdiction. Plaintiff has the burden of showing 

personal jurisdiction. Boschetto v. Hansing, 539 F.3d 1011, 1015 (9th Cir. 2008). When the 

district court decides a motion without an evidentiary hearing, “the plaintiff need only make a 

prima facie showing of the jurisdictional facts” based on the plaintiff’s pleadings and affidavits. 

Id. “Uncontroverted allegations in the plaintiff’s complaint must be taken as true,” and 

“[c]onflicts between the parties over statements contained in affidavits must be resolved in the 

plaintiff’s favor.” Id.

In diversity cases such as this, the court applies the law of the state in which it sits to 

determine whether it has personal jurisdiction over the nonresident defendant. Hunt v. Erie Ins. 

Grp., 728 F.2d 1244, 1246 (9th Cir. 1984). Generally, personal jurisdiction is proper if it is 

permitted by the forum state’s long-arm statute and if the exercise of that jurisdiction does not 

violate federal due process. Pebble Beach Co. v. Caddy, 453 F.3d 1151, 1154 (9th Cir. 2006). 

Because Oregon’s long-arm statute confers jurisdiction to the extent permitted by due process, 

the court proceeds directly to the federal due process analysis. Gray & Co. v. Firstenberg Mach. 

Co., 913 F.2d 758, 760 (9th Cir. 1990); see Harris Rutsky & Co. Ins. Servs., Inc. v. Bell & 

Clements Ltd., 328 F.3d 1122, 1129 (9th Cir. 2003) (when a state long-arm statute reaches as far 

as the Due Process Clause, the court need only analyze whether the exercise of jurisdiction 

complies with due process). To comport with due process, the nonresident defendant must have 

“certain minimum contacts” with the forum state so that the exercise of jurisdiction “does not 

offend traditional notions of fair play and substantial justice.” Daimler AG v. Bauman, 571 U.S. 

117, 126 (2014).
4 – OPINION & ORDER

The forum state may exercise either general or specific jurisdiction over a nonresident 

defendant. Boschetto, 539 F.3d at 1016. If the contacts are insufficient for a court to invoke 

general jurisdiction, the court then applies the relevant test to determine whether specific 

jurisdiction exists. In re Tuli, 172 F.3d 707, 713 n.5 (9th Cir. 1999).

DISCUSSION

Plaintiff concedes that Defendant’s contacts in Oregon are not so continuous and 

systematic as to warrant general jurisdiction. Pl.’s Resp., 12, ECF 49. Thus, I discuss only 

whether this Court has specific jurisdiction over Defendant.

The Ninth Circuit uses a three-prong test to determine whether a party has sufficient

minimum contacts for specific jurisdiction. Schwarzenegger v. Fred Martin Motor Co., 374 F.3d 

797, 802 (9th Cir. 2004). First, the defendant must “purposefully direct his activities or 

consummate some transaction with the forum or resident thereof; or perform some act by which 

he purposefully avails himself of the privilege of conducting activities in the forum, thereby 

invoking the benefits and protections of its laws.” Id. Second, “the claim must be one which 

arises out of or relates to the defendant’s forum-related activities.” Id. Third, the exercise of 

jurisdiction must be reasonable, meaning it comports with traditional notions of fair play and 

substantial justice. Id. Plaintiff bears the burden on the first two prongs of the test. Boschetto, 

539 F.3d at 1016. If the plaintiff establishes both prongs one and two, “the defendant must come 

forward with a compelling case that the exercise of jurisdiction would not be reasonable.” Id. If 

Plaintiff fails the first or second prong, “the jurisdictional inquiry ends, and the case must be 

dismissed.” Id.

Generally, “purposeful availment” is used in contract cases, like Plaintiff’s case, and 

“purposeful direction” in tort cases. Picot v. Weston, 780 F.3d 1206, 1212 (9th Cir. 2015).
5 – OPINION & ORDER

Purposeful availment requires “some type of affirmative conduct which allows or promotes the 

transaction of business within the forum state.” Boschetto, 539 F.3d at 1016. Prior negotiations, 

contemplated future consequences, terms of the contract, and actual course of dealing within the 

forum state may establish purposeful availment. Burger King Corp. v. Rudzewicz, 471 U.S. 462,

479 (1985). “Physical contact with the forum state is not a necessary condition.” Harris Rutsky 

& Co. Ins. Servs., Inc., 328 F.3d at 1130.

A. Purposeful Availment

The first prong of the specific jurisdiction test is whether Defendant purposefully availed 

itself of the benefits and protections of Oregon. Plaintiff brings several arguments attempting to 

satisfy purposeful availment, but none of these arguments are convincing.

Plaintiff first argues that Defendant purposefully availed itself of the privileges of the 

forum because Defendant contracted with Oregon-based Plaintiff. However, “the formation of a 

contract with a nonresident defendant is not, standing alone, sufficient to create jurisdiction.” 

Boschetto, 539 F.3d at 1017. Plaintiff traveled to Illinois to negotiate with Defendant and to 

pursue the contract to sell supplies to Defendant. The contract was then executed in Illinois. In 

connection with the contract in question, Defendant has no ties to Oregon except that Plaintiff is 

an Oregon company. “Merely random, fortuitous, or attenuated contacts are not sufficient.”

Picot, 780 F.3d at 1212. A defendant’s contacts must be attributable to his own actions, not the 

plaintiff’s. See World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 298 (1980) (“[M]ere 

unilateral activity of those who claim some relationship with a nonresident defendant cannot 

satisfy the requirement of contact with the forum State.”).

The contract’s terms do not mention where the products Plaintiff supplies to Defendant

will be manufactured, but in the course of performance, Plaintiff manufactured the products in 
6 – OPINION & ORDER

Oregon and shipped them to Defendant in Illinois. However, “the fact that . . . one party 

discharge[es] his obligations in the forum state cannot, standing alone, justify the exercise of 

jurisdiction over another party to the contract.” Picot, 780 F.3d at 1213. Plaintiff made the 

unilateral decision to manufacture the products in Oregon; the activity is not imputed to 

Defendant. See Walden v. Fiore, 571 U.S. 277, 285 (2014) (“[H]owever significant the plaintiff’s 

contacts with the forum may be, those contacts cannot be decisive in determining whether the 

defendant’s due process rights are violated.”). None of the contract’s terms are governed by 

Oregon law, and Defendant never traveled to Oregon in the course of dealing with Plaintiff. 

Defendant’s actions do not show that it intended to avail itself of the privileges of Oregon.

Plaintiff also contends that Defendant, by contracting with third parties to sell and service 

products in Oregon, purposefully availed itself of the forum by contemplating future 

consequences in Oregon. Although Defendant may have many contracts with third parties in 

Oregon, the Court must focus on the parties’ specific supply contract in question. The sole

objective of this contract was the sale of products from Plaintiff to Defendant. Unlike a contract 

that is “but an intermediate step serving to tie up prior business negotiations with future 

consequences which themselves are the real object of the business transaction,” the contract in 

question does not contemplate Defendant taking any future actions in Oregon. Burger King

Corp., 471 U.S. at 479; see, e.g., Helicopter Transp. Servs., LLC v. Sikorsky Aircraft Corp., 253 

F. Supp. 3d 1115, 1129 (D. Or. 2017) (finding that a contract for the sale of a helicopter from the 

defendant to the plaintiff contemplated future consequences when the real object of the business 

transaction was to sell exclusive replacement parts, maintenance services, and technical advice

for the helicopter to the plaintiff in the plaintiff’s forum state). Here, Plaintiff does not allege that 
7 – OPINION & ORDER

its supply contract with Defendant had any secondary purpose aside from selling supplies to 

Defendant. The parties’ contract does not contemplate future consequences in the forum.

Because neither the contract’s terms, nor negotiations, nor contemplated future 

consequences concern Oregon, and Defendant had no contact with Oregon in the course of 

dealing, Plaintiff fails to establish that Defendant purposefully availed itself of the benefits and 

protections of Oregon. Thus, Plaintiff fails to establish the first prong of the specific jurisdiction 

test.

B. Arising Out of Defendant’s Forum-Related Activities

The second prong of the specific jurisdiction test is whether a particular claim arises out 

of Defendant’s forum-related activities. Even assuming that Plaintiff could establish purposeful 

availment, Plaintiff fails to satisfy the second-prong of the specific jurisdiction test. 

A “but for” test is used to determine whether a particular claim arises out of a defendant’s 

forum-related activities. Ballard v. Savage, 65 F.3d 1495, 1500 (9th Cir. 1995). The Court asks: 

“but for [Defendant’s] contacts with [Oregon,] would [Plaintiff’s] claims against [Defendant]

have arisen?” Id. If Plaintiff’s injury occurred because Defendant had contacts in the forum, then 

Plaintiff satisfies the second prong of the specific jurisdiction test. Conversely, if Defendant’s 

contacts in the forum have no causal relationship to Plaintiff’s injury, then Plaintiff fails to 

satisfy the second prong of the specific jurisdiction test. Plaintiff cites to a number of 

Defendant’s forum-related contacts in an attempt to argue that Plaintiff’s claim would not have 

arisen but for Defendant’s contacts with Oregon.

First, Plaintiff avers that Defendant has sales and service rebate contracts with other 

entities in Oregon. However, no matter how many sales or service rebate contracts Defendant 

may have with third parties in Oregon, none of these contracts affect the supply contract between 
8 – OPINION & ORDER

Defendant and Plaintiff at issue in this case. Plaintiff fails the “but for” test because Plaintiff’s 

breach of contract claim against Defendant would arise even if Defendant had no third-party 

contracts. 

Second, Plaintiff posits that Defendant attempted to develop a market for its products in 

Oregon by selling and distributing kitchen equipment in Oregon, including equipment 

manufactured by Plaintiff. However, third-party sales are irrelevant to the supply contract in 

question. Plaintiff further contends that Defendant developed this market by attempting to 

exclude vendors of products similar to Defendant’s from the Oregon market. Again, Defendant’s 

efforts to exclude vendors from Oregon have no effect on Plaintiff’s supply contract with 

Defendant. Even if Defendant did not sell and distribute kitchen equipment in Oregon, and made 

no attempts to exclude similar vendors from the forum, Plaintiff’s breach of contract claim 

would still have arisen. Accordingly, Plaintiff fails the “but for” test.

Finally, Plaintiff argues that Defendant maintained a website accessible in Oregon which 

lists Oregon as a location where Defendant’s products may be bought or serviced. Again, 

however, Plaintiff’s breach of contract claim is unaffected by the website. Plaintiff pursued the 

contract because of the ongoing relationship between the parties, not because of Defendant’s 

passive website. Thus, Plaintiff fails the “but for” test, because even in the absence of a website, 

Plaintiff’s claim against Defendant would have arisen.

In sum, Plaintiff’s claim does not arise out of or result from any of Defendant’s forumrelated activities. Plaintiff’s claim against Defendant would have arisen regardless of 

Defendant’s contacts with Oregon, because Plaintiff cannot show that Defendant’s contacts in 

Oregon have any effect on Plaintiff’s claim. Consequently, Plaintiff fails to establish the second 

prong of the specific jurisdiction test.
9 – OPINION & ORDER

Because Plaintiff has failed to establish the first and second prongs of the specific 

jurisdiction test, I need not reach the third prong. This Court does not have specific jurisdiction 

over Defendant, and the Court cannot exercise personal jurisdiction over Defendant. 

Additionally, due to the lack of personal jurisdiction over Defendant, I decline to address 

Defendant’s additional arguments for lack of subject-matter jurisdiction and failure to state a 

claim upon which relief can be granted.

CONCLUSION

Defendant’s motion to dismiss [47] is granted.

IT IS SO ORDERED.

Dated this day of ________________ 2019.

 

MARCO A. HERNÁNDEZ

United States District Judge