J-A11033-18

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* Retired Senior Judge assigned to the Superior Court.

NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37

SUNLION ENERGY SYSTEMS, INC.

 Appellant

v.

JONES FAMILY FARM, LESTER C. 

JONES & SONS, INC., LESTER JONES 

JR., SEAN JONES, TAMELA K. JONES 

AND ENERGY SYSTEMS AND 

INSTALLATIONS, INC.

 Appellees

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 IN THE SUPERIOR COURT OF

 PENNSYLVANIA

 No. 1452 MDA 2017

Appeal from the Order Entered August 31, 2017

in the Court of Common Pleas of Lancaster County 

Civil Division at No.: CI-16-07401

BEFORE: STABILE, J., NICHOLS, J., and PLATT*, J.

MEMORANDUM BY PLATT, J.: FILED AUGUST 14, 2018

Appellant, SunLion Energy Systems, Inc., appeals from the trial court’s 

order sustaining the preliminary objections filed by Appellees, Jones Family 

Farm, Lester C. Jones & Sons, Inc., Lester Jones Jr., Sean Jones, and Tamela 

K. Jones, and dismissing its action without prejudice for lack of personal 

jurisdiction.1 We affirm.

The trial court aptly summarized the background of this case as follows:

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1 Appellant also sued Energy Systems and Installations, Inc., a Pennsylvania 

corporation, which did not respond to the complaint. Default judgment was 

entered against it on October 12, 2016. 
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Lester C. Jones & Sons, Inc. (Jones & Sons) is incorporated 

in New Jersey, and registered to do business in Maryland. (See

Complaint, 8/17/16, at 3 ¶ 3).[2] Jones & Sons does not transact 

business in Pennsylvania, has no offices in Pennsylvania, has no 

agents or employees in Pennsylvania, does not pay taxes in 

Pennsylvania, is not registered to conduct business in 

Pennsylvania, and does not own or lease property in Pennsylvania. 

(See Appellees’ Supplemental Brief, 6/15/17, Exhibit A 

(Supplemental Affidavit of Sean Jones) at 1 ¶ 3).

Sean Jones, Tamela Jones and Lester Jones, Jr. (the 

individual Joneses) reside in Maryland. (See Complaint, at 3 ¶¶ 

4-6). None of the individual Joneses personally transact business 

in Pennsylvania, have a home or office in Pennsylvania, pay taxes 

in Pennsylvania, or own or lease property in Pennsylvania. (See

Appellees’ Brief, 12/01/16, Exhibit A (Affidavit of Sean Jones) at 

2 ¶ 7; Exhibit B (Affidavit of Tamela K. Jones) at 2 ¶ 5; Exhibit C 

(Affidavit of Lester Jones, Jr.) at 2 ¶ 5). . . . 

[Appellant] alleges on August 21, 2012, [Appellees] had a 

discussion with [Appellant] about the installation of a solar power 

array on the Jones Family Farm located at 12667 Massey Road in 

Maryland. (See Complaint, at 4 ¶¶ 11-12). This discussion was 

not precipitated by any inquiry from Jones & Sons, but rather was 

the result of a cold-call by [Appellant]. (See Appellees’ 

Supplemental Brief, Exhibit A (Supplemental Affidavit of Sean 

Jones) at 1-2 ¶ 4).

[Appellant] alleges that it completed some initial work 

relating to the solar system, which included the submission of an 

interconnect agreement and drawings for review by a local utility 

in Maryland. (See Complaint, at 4 ¶ 13). This work was allegedly 

paid for by [Appellees]. (See id.).

[Appellant] alleges it then provided a contract for the next 

phase of the work, which was signed by Sean Jones, as vice 

president of Jones & Sons. (See id. at ¶¶ 14-15; see also Exhibit 

A (Contract) at 2). [Appellant] alleges that it performed “[a]ll of 

the obligations under this contract” in a “timely and efficient 

manner” and that [Appellees] submitted a payment of $40,000.00 

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2 Jones Family Farm is not a recognized legal entity. (See Appellees’ Brief, 

12/01/16, Exhibit A (Affidavit of Sean Jones) at 2 ¶ 6).
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to [Appellant]. (Complaint, at 5 ¶ 18; see id. at ¶ 19). 

[Appellant] further alleges that [Appellees] requested a copy of 

the drawings and design for the solar power system for their 

“review” and that said documents were “loaned” by [Appellant] 

with the understanding that they remained the property of 

[Appellant]. (Id. at ¶ 20).

It is [Appellant’s] contention that [Appellees] stopped 

payment on the $40,000.00 check, “reneged” on their contractual 

obligation to have [Appellant] install the solar power system, and 

repeatedly refused to return the drawings and designs. (Id. at ¶ 

22; see id. at 5-6 ¶¶ 21-25). [Appellant] further alleges that 

[Appellees] gave [Appellant’s] drawings and designs to a 

competitor, Energy Systems, which allegedly used them to 

complete the solar project on the Jones Family Farm. (See id. at 

6 ¶¶ 26, 28).

(Trial Court Opinion, 11/20/17, at 3-5) (footnotes omitted; record citation 

formatting provided).

On September 8, 2016, Appellees filed preliminary objections to the 

complaint, arguing that the trial court should dismiss the action against them 

for lack of personal jurisdiction. On August 31, 2017, following oral argument, 

the court sustained Appellees’ preliminary objections and dismissed the 

complaint without prejudice for lack of personal jurisdiction. This timely

appeal followed.3

Appellant raises the following questions for our review:

1. Whether the trial court erred in dismissing [Appellant’s] 

complaint for lack of personal jurisdiction in failing to recognize 

that [Appellees’] failure to return [Appellant’s] property was not 

proper as this harm is a violation of 42 Pa.C.S.A. § 5322(3) and 

(4) and creates Pennsylvania jurisdiction[?]

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3 Appellant filed a timely, court-ordered concise statement of errors 

complained of on appeal on November 1, 2017. The trial court entered an 

opinion on November 20, 2017. See Pa.R.A.P. 1925.
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2. Whether the trial court erred in dismissing [Appellant’s] 

complaint for lack of personal jurisdiction by court order dated 

August 31, 2017 by failing to recognize that [Appellant] plead 

sufficient facts to meet the minimum contacts test as set forth in 

Pennsylvania’s Long Arm Statute[,] 42 Pa.C.S.[A.] § 5322(b)[?]

(Appellant’s Brief, at 3-4) (unnecessary capitalization omitted).

We will address Appellant’s issues, both of which challenge the trial 

court’s determination that it lacked personal jurisdiction over Appellees, 

together. We begin by noting the relevant scope and standard of review: 

The scope of review in determining whether a trial court 

erred in sustaining preliminary objections and dismissing a 

complaint is plenary.

In determining whether the trial court properly sustained 

preliminary objections, the appellate court must examine the 

averments in the complaint, together with the documents and 

exhibits attached thereto, in order to evaluate the sufficiency of 

the facts averred. When sustaining the trial court’s ruling will 

result in the denial of claim or a dismissal of suit, preliminary 

objections will be sustained only where the case is free and clear 

of doubt, and this Court will reverse the trial court’s decision 

regarding preliminary objections only where there has been an 

error of law or an abuse of discretion.

Moreover,

when deciding a motion to dismiss for lack of 

personal jurisdiction[,] the court must consider the 

evidence in the light most favorable to the nonmoving party. This Court will reverse the trial court’s 

decision regarding preliminary objections only where 

there has been an error of law or an abuse of 

discretion. Once the moving party supports its 

objections to personal jurisdiction, the burden of 

proving personal jurisdiction is upon the party 

asserting it.
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Sulkava v. Glaston Finland Oy, 54 A.3d 884, 889 (Pa. Super. 2012), appeal 

denied, 75 A.3d 1282 (Pa. 2013) (citations omitted).

With respect to the appropriate exercise of personal jurisdiction in 

Pennsylvania, this Court has explained:

The Due Process Clause of the Fourteenth Amendment to 

the United States Constitution limits the authority of a state to 

exercise in personam jurisdiction over non-resident defendants. 

The extent to which jurisdiction is proscribed by the Due Process 

Clause is dependent upon the nature and quality of the 

defendant’s contacts with the forum state. Where a defendant 

has established no meaningful contacts, ties or relations with the 

forum, the Due Process Clause prohibits the exercise of personal 

jurisdiction. However, where a defendant has purposefully 

directed his activities at the residents of the forum, he is presumed 

to have fair warning that he may be called to suit there.

A defendant’s activities in the forum State may give rise to 

either specific jurisdiction or general jurisdiction. Specific 

jurisdiction . . . depends on an affiliatio[n] between the forum and 

the underlying controversy, principally, activity or an occurrence 

that takes place in the forum State and is therefore subject to the 

State’s regulation. Because due process may permit specific 

jurisdiction based solely on single or occasional acts purposefully 

directed at the forum, it is narrow in scope, limiting a cause of 

action to the extent that it arises out of or relates to the very 

activity that establishes jurisdiction.

Alternatively, general jurisdiction involves circumstances, or 

a course of conduct, from which it is proper to infer an intention 

to benefit from[,] and thus an intention to submit to[,] the laws 

of the forum State[.] For an individual, the paradigm forum for 

the exercise of general jurisdiction is the individual’s domicile; for 

a corporation, it is an equivalent place, one in which the 

corporation is fairly regarded as at home. Thus, general 

jurisdiction may be exercised against foreign corporations when 

their affiliations with the [forum] State are so continuous and 

systematic as to render them essentially at home [there]. In 

contrast to specific jurisdiction, a state that has general 
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jurisdiction may adjudicate both matters that originate within the 

State and those based on activities and events elsewhere.

Mendel v. Williams, 53 A.3d 810, 817 (Pa. Super. 2012) (citations and 

quotation marks omitted).

Here, Appellant argues that Appellees are subject to specific personal 

jurisdiction. (See Appellant’s Brief, at 15-20, 24).4

A foreign defendant who does not have sufficient contacts 

with Pennsylvania to establish general jurisdiction may 

nevertheless be subject to specific jurisdiction in Pennsylvania 

pursuant to the Pennsylvania Long–Arm Statute, 42 Pa.C.S.A. § 

5322 (Bases of personal jurisdiction over persons outside this 

Commonwealth). Section 5322(a) contains ten paragraphs that 

specify particular types of contact with Pennsylvania deemed 

sufficient to warrant the exercise of specific jurisdiction. 42 

Pa.C.S.A. § 5322(a). In addition, section 5322(b) operates as a 

“catchall,” providing that jurisdiction may be exercised over 

persons who do not fall within the express provisions of section 

5322(a) to the fullest extent permitted by the Due Process Clause 

of the United States Constitution. 42 Pa.C.S.A. § 5322(b). 

Regardless, if a defendant’s activities in Pennsylvania only give 

rise to jurisdiction under section 5322(a) or (b), the plaintiff’s 

cause of action is limited to those activities which formed the basis 

of jurisdiction. See 42 Pa.C.S.A. § 5322(c).

Once it is determined that jurisdiction is authorized by the 

Long–Arm Statute, the party seeking relief must demonstrate that 

the exercise of jurisdiction conforms with the Due Process Clause. 

Whether specific jurisdiction is proper under the Due Process 

Clause requires a two-part analysis: first, the plaintiff must 

demonstrate that the defendant purposefully established 

minimum contacts with the forum state; and second, the 

maintenance of the suit must not offend “traditional notions of fair

play and substantial justice.” Schiavone v. Aveta, 41 A.3d 861, 

869 (Pa. Super. 2012), aff’d, 91 A.3d 1235 (Pa. 2014) (quoting 

Burger King Corp. v. Rudzewicz, 471 U.S. 462, 474 (1985).

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4 Appellant does not contend on appeal that Appellees are subject to general 

personal jurisdiction.
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Mendel, supra at 820–21 (some case citations omitted; citation formatting 

provided).

Here, the trial court determined that it lacked personal jurisdiction over 

Appellees. (See Trial Ct. Op., at 12). With respect to specific jurisdiction, it 

explained:

. . . [I]t is undisputed that [Appellees] do not reside in 

Pennsylvania. (See Complaint, at 1, 3 ¶¶ 2-6). As Maryland 

residents, [Appellees] contend that simply entering into a contract 

with a Pennsylvania plaintiff is not sufficient to establish 

“minimum contacts” with Pennsylvania. It is well settled that an 

individual’s contract with an out-of-state party alone cannot 

automatically establish sufficient minimum contacts in the other 

party’s home state. See Fid. Leasing, Inc. v. Limestone Cty. 

Bd. of Educ., 758 A.2d 1207, 1211 (Pa. Super. 2000).

While [Appellant] averred in its [c]omplaint that “the 

underlying contract [was] entered into in this jurisdiction,” 

(Complaint, at 4 ¶ 10), [Appellant] was careful elsewhere in the 

[c]omplaint and throughout these proceedings not to assert that 

the contract was signed in Pennsylvania, because it was not. (See 

id. at ¶ 15; see also Appellant’s Brief Regarding Personal 

Jurisdiction, 6/19/17, at unnumbered page 1). Sean Jones, vicepresident of Jones & Sons, offered undisputed testimony that all 

contract negotiations between the parties took place in Maryland, 

and that the contract at issue in this matter was prepared by 

[Appellant] in Pennsylvania but brought to Maryland where it was 

accepted and signed by Sean Jones in his capacity as a corporate 

officer of Jones & Sons. (See Appellees’ Supplemental Brief, 

Exhibit A (Supplemental Affidavit of Sean Jones), at 2 ¶ 5).

Still, [Appellant] claims that a few telephone calls to [it] 

were initiated by Sean Jones “in regard to work [it] had performed 

on [the] family’s farm,” and further that [Appellees’] $40,000.00 

check was mailed to a Pennsylvania address. (Appellant’s Motion 

for Reconsideration, 9/11/17 Exhibit “B” (Affidavit of Gerald K. 

Stern, Jr.) at unnumbered page 1 ¶ 3; see also Appellant’s Brief 
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Regarding Personal Jurisdiction, at unnumbered page 2).[

5] Our 

Superior Court in Hall-Woolford Tank Co., Inc. v. R.F. Kilns, 

Inc., 698 A.2d 80, 84 (Pa. Super. 1997), found almost the exact 

same evidence insufficient to support personal jurisdiction: “By 

merely entering into a contract with a Pennsylvania corporation, 

making several follow-up telephone calls and sending a payment 

invoice, it cannot be said that [the defendant] purposefully availed 

itself of our state’s benefits and protections such that it could 

reasonably anticipate being called to defend itself in our courts.” . 

. . Thus, the evidence established that the contract in this case 

was not formed in Pennsylvania. 

 * * *

After a review of the evidence in this case, it was clear that 

[Appellees] did not have those minimum contacts with 

Pennsylvania which are consistent with notions of fair play and 

substantial justice. See Burger King, supra at 474. [Appellees] 

could not have “reasonably anticipate[d] being haled into court” 

in this Commonwealth. Id. Under the circumstances of this case, 

personal jurisdiction over [Appellees] would violate Pennsylvania’s 

Long Arm Statute and federal due process. 

(Trial Ct. Op., at 9-12) (citation formatting provided; emphasis, footnote, 

some case citations, and some quotation marks omitted).

Upon review of the record, we agree with the trial court’s analysis, and 

discern no error of law or abuse of discretion regarding its decision that it 

lacked personal jurisdiction over Appellees. See Sulkava, supra at 889; 

Mendel, supra at 820–21. Accordingly, we affirm the order of the trial court.

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5 Sean Jones disputes that he mailed the check to Appellant, and avers that 

he handed it to Appellant’s representative in Massey, Maryland. (See 

Appellees’ Supplemental Brief, Exhibit A (Supplemental Affidavit of Sean 

Jones), at 2 ¶ 6).
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Order affirmed. 

Judgment Entered.

Joseph D. Seletyn, Esq.

Prothonotary

Date: 8/14/18