IN THE UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

MEDLINE INDUSTRIES, INC., )

)

Plaintiff, )

) No. 20 C 4424

v. )

) Judge Ronald A. Guzmán 

DIVERSEY, INC. and WYPETECH, LLC, )

)

Defendants. )

MEMORANDUM OPINION AND ORDER

For the reasons explained below, the motion of defendant Diversey, Inc. (“Diversey”) to 

dismiss the First Amended Complaint is granted in large part for lack of personal jurisdiction, 

and the motion of plaintiff Medline Industries, Inc. (“Medline”) for leave to issue jurisdictional 

discovery is denied. 

BACKGROUND

Medline, which manufactures and sells medical supplies, brought this action against 

Diversey and Wypetech, LLC (“Wypetech”), a company that Diversey acquired in July 2020. 

According to the First Amended Complaint, Medline entered into a requirements contract in 

2014 with Wypetech’s predecessor, Multi-Pack, LLC (“Multi-Pack”), pursuant to which MultiPack supplied Medline with Medline-branded disinfectant wipe products. In April 2019, 

Wypetech became Multi-Pack’s assignee under the requirements contract, and Wypetech took 

over Multi-Pack’s Wisconsin plant that had been manufacturing disinfectant wipes for Medline. 

The complaint further alleges as follows. Under the contract, Medline would provide 

non-binding rolling ninety-day forecasts of its product requirements, and thereafter would submit 

purchase orders for the products. Wypetech, which the contract stated would be the exclusive 

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manufacturer of the products, was obligated to manufacture products in accordance with the 

forecasts and had the discretion to accept the portions of purchase orders that were in excess of 

the forecasts. The initial term of the contract ran through August 2019, with automatic renewal 

for one-year terms absent written notice to the contrary. The contract renewed in August 2019, 

and neither party provided notice of non-renewal this year, so it currently runs through August 

2021. 

Until this spring, Wypetech filled Medline’s purchase orders without issues. Even after 

the explosion in demand for disinfectant products and wipes that was caused by the COVID-19 

crisis, Wypetech worked closely with Medline to keep production at the levels Medline needed. 

In April 2020, Wypetech fulfilled Medline’s order for more than 60,000 cases of wipes, and 

Medline submitted additional forecasts for the following months at levels approximating that of 

April. 

Things changed in May. Wypetech’s delivery of disinfectant wipes began to run far 

behind Medline’s purchase orders. Wypetech representatives told Medline that the shortfall was 

due to Wypetech’s inability to obtain sufficient component materials, and assured Medline that 

Wypetech was working to secure the materials that would enable it to provide sufficient supply. 

But after the week of June 22, 2020, Wypetech ceased delivering wipes to Medline altogether, 

and stopped timely responding to Medline’s emails and phone calls. 

On July 9, 2020, Wypetech informed Medline in an email that Wypetech had been 

acquired by Diversey, a competitor of Medline with respect to disinfectant wipes. Wypetech 

also told Medline that it would not accept new purchase orders, based on the “integration of the 

Wypetech business into Diversey.” (ECF No. 41, 1st Am. Compl. ¶ 45.) In Medline’s view, “it 

quickly became apparent that Diversey had been involved in the slowdown of Wypetech’s 

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supply of [p]roducts to Medline and that Diversey intended to continue to control and direct how 

Wypetech would dedicate its capacity to fill customer orders in a way that would significantly 

delay and sharply curtai[l] deliveries to Medline.” (Id. ¶ 49.) Later in July, Diversey offered to 

allow Wypetech to provide Medline with 7,500 cases of wipes per month to fulfill previouslyaccepted orders, and then increased this number to 10,000, indicating that that was the most it 

would allow Wypetech to make for Medline. Diversey asserted that component-supply issues 

continued, but Medline says that Wypetech’s current manufacturing schedule belies that 

representation. 

Medline alleges that Diversey is instructing Wypetech to repudiate the requirements 

contract, and that this instruction renders Medline unable to fulfill its customers’ needs. Medline 

states that it is searching for an alternate supplier but has yet to obtain one and is unlikely to be 

able to do so until sometime in 2021. 

Medline asserts a claim against Wypetech for breach of contract and a claim against 

Diversey for tortious interference with contract and seeks preliminary and permanent injunctive 

relief as well as compensatory and punitive damages. Subject-matter jurisdiction is based on 

diversity of citizenship. Medline is a corporation incorporated in Illinois with a principal place 

of business in Illinois. Diversey is a corporation incorporated in Delaware with a principal place 

of business in South Carolina. Wypetech is a limited liability company whose sole member is 

Diversey; thus, Wypetech is also a citizen of Delaware and South Carolina. The forum-selection 

clause of the contract between Medline and Wypetech requires any claim arising under or related 

to the contract to be brought in state or federal court in Illinois. 

Diversey asserts that this Court lacks personal jurisdiction over it and that Medline fails 

to state a claim against it. The Court limits its analysis to the personal-jurisdiction issue because 

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it is dispositive.

DISCUSSION

A complaint need not include facts alleging personal jurisdiction, but once a defendant 

moves to dismiss the complaint under Federal Rule of Civil Procedure 12(b)(2), the plaintiff 

bears the burden of demonstrating the existence of jurisdiction. Purdue Rsch. Found. v. SanofiSynthelabo, S.A., 338 F.3d 773, 782 (7th Cir. 2003). When the court rules on the motion without 

a hearing, the plaintiff’s burden is to establish a prima facie case of personal jurisdiction. Kipp v. 

Ski Enter. Corp. of Wis., 783 F.3d 695, 697 (7th Cir. 2015). To determine whether plaintiff has 

done so, the Court reads the complaint “liberally, in its entirety, and with every inference drawn 

in favor” of plaintiff. Cent. States, Se. & Sw. Areas Pension Fund v. Phencorp Reinsurance Co., 

440 F.3d 870, 878 (7th Cir. 2006). 

“District courts exercising diversity jurisdiction apply the personal jurisdiction rules of 

the state in which they are located.” Philos Techs., Inc. v. Philos & D, Inc., 802 F.3d 905, 912 

(7th Cir. 2015). “Because Illinois permits personal jurisdiction if it would be authorized by 

either the Illinois Constitution or the United States Constitution, the state statutory and federal 

constitutional requirements merge.” uBID, Inc. v. GoDaddy Grp., Inc., 623 F.3d 421, 425 (7th 

Cir. 2010) (citing, inter alia, 735 ILCS 5/2-209(c)).

Personal jurisdiction can be general or specific, depending on the extent of the 

defendant’s contacts with the forum state. Id. Medline relies only on specific jurisdiction. 

Specific jurisdiction refers to jurisdiction over a defendant in a suit arising out of or related to the 

defendant’s contacts with the forum; those contacts must be “directly related to the conduct 

pertaining to the claims asserted.” Brook v. McCormley, 873 F.3d 549, 552 (7th Cir. 2017). 

Specific jurisdiction lies only where the defendant’s “‘suit-related conduct’” creates a 

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“‘substantial connection’” with the forum state. Advanced Tactical Ordnance Sys., LLC v. Real 

Action Paintball, Inc., 751 F.3d 796, 801 (7th Cir. 2014) (quoting Walden v. Fiore, 571 U.S. 

277, 284 (2014)). There are various formulations of the standard for establishing specific 

personal jurisdiction, but they can be condensed into three essential requirements: (1) the 

defendant must have purposefully availed itself of the privilege of conducting business in the 

forum state or purposefully directed its activities at the state; (2) the alleged injury must have 

arisen from the defendant’s forum-related activities; and (3) the exercise of jurisdiction must 

comport with traditional notions of fair play and substantial justice. Felland v. Clifton, 682 F.3d 

665, 673 (7th Cir. 2012). 

Courts evaluate specific jurisdiction “by reference to the particular conduct underlying 

the claims made in the lawsuit.” Tamburo v. Dworkin, 601 F.3d 693, 702 (7th Cir. 2010); see 

also Felland, 682 F.3d at 674. Medline’s claim against Diversey is for tortious interference with 

contract. For intentional torts, the purposeful-direction inquiry has three prongs, requiring “(1) 

intentional conduct (or ‘intentional and allegedly tortious’ conduct); (2) expressly aimed at the 

forum state; (3) with the defendant’s knowledge that the effects would be felt—that is, the 

plaintiff would be injured—in the forum state.” Tamburo, 601 F.3d at 703. 

The second prong, “express aiming,” is where the dispute lies. The Court considers 

whether the defendant’s suit-related conduct is connected to the forum state in a meaningful way. 

Walden, 571 U.S. at 286-90; Ariel Invs., LLC v. Ariel Cap. Advisors LLC, 881 F.3d 520, 522 (7th 

Cir. 2018). “The connection must be of the defendant’s creation, not of the plaintiff’s.” Ariel, 

881 F.3d at 522. “It is not enough that a defendant know that any injury resulting from alleged 

tortious conduct would be felt in the forum state.” Green Light Nat’l, LLC v. Kent, No. 17 C 

6370, 2018 WL 4384298, at *3 (N.D. Ill. Sept. 14, 2018); see also Ariel, 881 F.3d at 522 

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(“Knowing about a potential for harm in a particular state is not the same as acting in that state—

and it takes the latter to permit personal jurisdiction under state law.”)). 

Diversey contends that Medline’s personal-jurisdiction allegations are insufficient 

because they rely nearly entirely on Medline’s presence and alleged injury in Illinois to establish 

minimum contacts. Diversey acknowledges that the complaint refers to some email and 

telephone communications between Diversey and Medline, but contends that they are too 

minimal to give rise to personal jurisdiction and do not directly relate to the alleged conduct.

In response, Medline relies on the following contacts.

1

 In response to a July 17, 2020 

email from Medline in which Medline asked whether Diversey agreed that the contract between 

Medline and Wypetech was “binding on Diversey,” Diversey’s general counsel responded that 

while Diversey had purchased 100 percent of Wypetech’s membership interests, the parties to 

the contract remained Wypetech and Medline. (ECF No. 41-5.) During telephone calls with 

Medline representatives on July 22 and 23, 2020, Diversey representatives stated what the

“ceiling” would be on the number of cases of disinfectant wipes Diversey was allowing

Wypetech to make for Medline. (Compl. ¶ 50.) Diversey representatives “indicated” (the 

complaint does not say how they so communicated, when, to whom, or in what context) that 

Wypetech would not “promptly satisfy the outstanding backlog in purchase orders.” (Id. ¶ 67.) 

Aside from these contacts, Medline also cites some communications between Diversey and 

Wypetech, or between Wypetech and Medline, such as a statement from Wypetech, in response 

to Medline’s July 9 inquiry about an unspecified “offer bid,” that “all Medline/Wypetech 

 1 Medline does not rely on its allegations in the amended complaint that Diversey does 

business in this district, has “scores” of employees in the Chicago area, or invoked or submitted 

to the court’s jurisdiction in two other cases that were pending in the Northern District of Illinois. 

(Compl. ¶¶ 8-10.) Those factors are not relevant to this specific-jurisdiction analysis, in any 

event. Medline does point out that Diversey was “founded in Chicago and named for Diversey 

Avenue,” (ECF No. 73, Pl.’s Resp. at 14), but that bit of trivia is also irrelevant. 

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correspondence” had to go “through” a certain Diversey employee, (ECF No. 41-4). Medline 

characterizes these communications as interference with Wypetech’s “communications with 

Medline in Illinois,” or interference with Wypetech’s production and shipment of orders “to 

Illinois.” (ECF No. 73, Pl.’s Resp. at 10-11.) Medline further argues that at all relevant times,

Diversey was aware of the “Illinois-based” contract between Medline and Wypetech; caused 

Wypetech to breach that contract; acted with an intent to deprive Medline of its supply of a 

critical product at a critical time; and knew that Medline would feel the impact of this injury at 

its headquarters in Illinois. (Id. at 11.) 

The Court’s inquiry “focuses on whether the conduct underlying the claim was purposely 

directed at the forum state.” Felland, 682 F.3d at 674 (emphasis added and internal punctuation

and citation omitted). Medline’s claim against Diversey is based on the allegations that Diversey 

directed Wypetech to repudiate the requirements contract by instructing Wypetech to dishonor 

Medline’s purchase orders and to delay and limit deliveries to Medline. Those actions were not 

undertaken in Illinois; neither Diversey nor Wypetech is located in Illinois. Diversey’s principal 

place of business is in South Carolina, and Wypetech’s principal place of business is in 

Wisconsin. (And, as the complaint sets out, Wypetech manufactures Medline-branded wipes in 

Wisconsin.) Medline offers no evidence to suggest that the conduct underlying its claim against 

Diversey occurred in Illinois. As for the cited communications between Diversey and Medline, 

they are sparse and insufficient to create personal jurisdiction. The email from Diversey’s 

general counsel, described above and attached as Exhibit 5 to the complaint, was a response to an 

emailed question from Medline. Medline fails to provide details or submit evidence regarding 

the telephone calls or to submit evidence indicating that Diversey initiated the communications. 

Medline maintains that the communications “furthered Diversey’s tortious conduct directed at 

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Illinois,” (Pl.’s Resp. at 10), but does not explain this assertion. To establish a claim for tortious 

interference with contract, the only conduct by a defendant that a plaintiff must prove is the 

intentional and unjustified inducement of the breach of a valid and enforceable contract between 

plaintiff and another. See, e.g., Mission Measurement Corp. v. Blackbaud, Inc., No. 16 C 6003, 

2019 WL 4958236, at *3 (N.D. Ill. Oct. 8, 2019). Diversey’s communications with Medline did 

not cause the alleged injury, they were not the means by which Diversey allegedly accomplished 

the alleged tortious interference, and they did not “further” the alleged inducement of a breach. 

Contrary to Medline’s contention, those communications are not “directly related” to the tortious 

conduct, see Brook, 873 F.3d at 552; they are only tangentially related. See Monco v. Zoltek 

Corp., No. 17 C 6882, 2019 WL 952138, at *13 (N.D. Ill. Feb. 27, 2019) (rejecting plaintiff’s 

argument that defendant “expressly aimed” its tortious conduct at Illinois, where the actions 

alleged to underlie the tortious interference occurred in Missouri, and defendant’s 

communications with plaintiff were “simply part of the circumstances explaining [defendant’s]

alleged motive”). The remaining allegations Medline relies upon to establish jurisdiction are not 

founded on Diversey’s conduct, but on Medline’s presence in Illinois, and plaintiff cannot be the 

only link between the defendant and the forum in order to satisfy the express-aiming prong. See

Walden, 571 U.S. at 285; Weisskopf v. Marcus, 695 F. App’x 977, 978 (7th Cir. 2017) (observing 

that Walden “holds that it does not matter where effects are felt”). 

Medline fails to plead conduct or submit evidence establishing the required “substantial 

connection” between Diversey and Illinois.2 This action therefore will be dismissed as against 

Diversey for lack of personal jurisdiction. Diversey seeks a with-prejudice dismissal, but that is 

 2 Thus, the Court need not go further in the personal-jurisdiction analysis by analyzing the 

other requirements, such as “fair play and substantial justice.” See N. Grain Mktg., LLC v. 

Greving, 743 F.3d 487, 496 (7th Cir. 2014). 

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not an appropriate disposition. See, e.g., Peters v. Sloan, 762 F. App’x 344, 346 (7th Cir. 2019)

(dismissals for lack of personal jurisdiction ordinarily are without prejudice). The dismissal will 

be without prejudice, so that Medline can refile its claim against Diversey where a court would 

have personal jurisdiction. Given this ruling, the Court does not address Diversey’s arguments

for dismissal under Rule 12(b)(6). See Burmaster v. Herman, 737 F. App’x 790, 791 (7th Cir. 

2018). 

Medline moves alternatively for leave to issue jurisdictional discovery in the event that 

its allegations are found insufficient to confer personal jurisdiction. Medline must make a 

“colorable” showing of personal jurisdiction before discovery is allowed. See Seo v. H Mart 

Inc., No. 19 C 3248, 2020 WL 5547913, at *4 (N.D. Ill. Sept. 16, 2020); Bradford Victor-Adams 

Mut. Ins. Co. v. Electrolux Home Prods., Inc., No. 4:18-CV-04167-SLD-JEH, 2019 WL 

3604594, at *4 (C.D. Ill. Aug. 6, 2019).

3

 Generally, courts grant jurisdictional discovery if the 

factual record is ambiguous or unclear on the issue, Sullivan v. Sony Music Ent., No. 14 C 731, 

2014 WL 5473142, at *5 (N.D. Ill. Oct. 29, 2014), but when a lack of personal jurisdiction is 

clear, jurisdictional discovery would serve no purpose and should not be permitted, John Crane 

Inc. v. Simon Greenstone Panatier Bartlett, APC, No. 16 C 5918, 2017 WL 1093150, at *12 

(N.D. Ill. Mar. 23, 2017), aff’d sub nom. John Crane, Inc. v. Shein Law Ctr., Ltd., 891 F.3d 692 

(7th Cir. 2018). Medline has failed to establish a colorable basis for personal jurisdiction over 

 3 This Court agrees with the district court in Bradford Victor-Adams that since a “prima 

facie” showing based on the written submissions is sufficient to establish personal jurisdiction, 

“it seems illogical to apply this standard to a request for discovery,” and that the proper standard 

to apply to requests for jurisdictional discovery is the requirement of a “colorable” showing. 

2019 WL 3604594, at *4 n.4. 

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Diversey.4 There is no ambiguity here regarding the extent of Diversey’s suit-related contacts 

with Illinois, and Medline has had ample opportunity to submit evidence on that issue. 

Accordingly, the Court denies Medline’s motion for leave to conduct jurisdictional discovery. 

CONCLUSION

The motion of defendant Diversey, Inc. to dismiss the First Amended Complaint [46] is 

granted in large part. The First Amended Complaint is dismissed without prejudice as against 

Diversey, Inc. for lack of personal jurisdiction. Plaintiff’s motion for leave to issue jurisdictional 

discovery [74] is denied. 

DATE: September 28, 2020

Hon. Ronald A. Guzmán

United States District Judge

 4 Medline states in its motion for leave to issue discovery that Diversey is selling its own 

wipes to Medline in Illinois “that in the absence of the interference would have been 

manufactured for Medline by Wypetech,” and that this conduct “further closes the loop on 

Diversey’s interference” and “involves conduct connected to the tort that is targeted at Illinois.” 

(ECF No. 74, Pl.’s Mot. Leave Issue Disc. at 3-4.) The Court is unpersuaded, and agrees with 

Diversey that the argument “is merely a re-packaging of Medline’s claim that it was harmed in 

Illinois by Diversey’s conduct.” (ECF No. 81, Def.’s Resp. at 3.) 

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