Pursuant to Ind. Appellate Rule 65(D), this

Memorandum Decision shall not be regarded as precedent or cited before any court except for the purpose of establishing the defense of res judicata, collateral estoppel, or the law of the case.

ATTORNEY FOR APPELLANT ALPLY ARCHITECTURAL BUILDING SYSTEMS LLC :

BRENT R. BORG Church, Church, Hittle & Antrim Fishers, Indiana



## IN THE

COURT OF APPEALS OF INDIANA

ALPLY ARCHITECTURAL BUILDING ) SYSTEMS LLC, ALPLY, INC., and ) JOHN PETERS, ) ) Appellants

- Defendants, ) )

vs. ) No. 29A02

- 1111

- CC

- 1032 ) CORRLINES LLC and DAVID J. SMITH, ) ) Appellees

- Plaintiffs. )

INTERLOCUTORY APPEAL FROM THE HAMILTON SUPERIOR COURT

The Honorable Steven R. Nation , Judge The Honorable Todd L. Ru e t z, Magistrate Cause No. 29D01

- 1012

- CC

- 1559

May 17, 2012

MEMORANDUM DECISION

- NOT FOR PUBLICATION

CRONE, Judge2 Case Summary

Corrlines LLC, an Indiana business, contacted Alply Architectural Building Systems

LLC (“Alply”)
, a Mississippi b usiness, to offer its architectural drafting and drawing
services. Alply accepted. Alply then offered additional drafting projects to Corrlines, which
Corrlines accepted. The drafting services were pe r formed in Corrlines’ Indiana offices.

Corrlines fil ed suit in Indiana against Alply for breach of contract

. Alply moved to dismiss
the suit based on lack of personal jurisdiction , which the trial court denied

. Alply brings this
interlocutory appeal , arguing that it has insufficient minimum contacts with Indiana for the

trial court to exercise personal jurisdiction over it. Finding no error in the trial court’s denial
of Alply’s motion to dismiss, we affirm.
Facts and Procedural History
The facts are derived from the jurisdictional allegations in Corrlin es’ second amended
complaint, the exhibits attached thereto, and the affidavit of Alply’s manager and part owner,

John Peters. Corrlines is an Indiana corporation with its principal place of business in

Carmel

. Corrlines produc es computer

- aided architect ural designs. David Smith is the
principal shareholder and owner of Corrlines (collectively referred to as “Corrlines”).
Alply is headquartered in DeKalb, Mississippi
, and is engaged in the business of
manufacturing high

- end custom metal architectural pa nel systems, principally for use in
hospitals, universities, and biomedical facilities. 1 Alply maintains a website that is accessible

1 Alply avers th at it is an Illinois corporation, while Corrlines alleged in its complaint that Alply is a Mississippi corporation. The state in which Alply is incorporated is irrelevant to the issue before us.3

via the World Wide Web. Alply principally conducts business in Mississippi, Washing ton , California, T exas, North Carolin a , South Carolina, New York
, and Alabama. At any given
time, it has approximately thirty

- five to sixty projects in various stages of development.
Alply does not have any offices or own any property in Indiana or deal with any Indiana

based brokers

.
In September 2009, Smith sent an unsolicited voicemail and email to A l ply offering

Corrlines ’ services and products

. Alply accepted the offer and entered into a contract with

Corrlines to draft a computer

- aided design plan for one of its projects

. Alply su bsequently

solicited and entered into additional contracts with Corrlines for services and products for
other Alply projects. The contracts were set in writing in the form of written purchase orders

via email. None of the designs created by Corrlines inv olved a project located in Indiana.
None of Alply ’ s agents or employees travelled to Indiana to meet Smith. All business was
conducted through email, regular mail, and telephone.

On December 6, 2010, Corrlines filed a breach of contract complaint in H amilton
Superior Court against Alply, Alply, Inc. (collectively “Defendants”), and John Peters. The
complaint was amended twice, and the second amended complaint did not name Peters as a

defendant. The second amended complaint alleged that Defendants fai led to pay Corrlines
for completed drafting services and cancelled the remaining open contracts and prayed for
damages in the amount of $17,238 plus statutory interest.
On February 25, 2011, D efendants filed a motion to dismiss for lack of personal
juri sdiction. Following a hearing, the trial court issued an order granting the motion to4

dismiss with respect to Alply, Inc., finding that Alply, Inc.
, was dissolved in December 2007
prior to the dealings between Corrlines and Alply. The trial court found t hat with respect to
Peters, Defendants’ motion to dismiss was moot because Peters was not named as a
defendant in the second amended complaint. However, with respect to Alply
, the trial court

den i ed the motion to dis miss. In relevant part, the trial cour t found that it had personal
jurisdiction over Alply based on the following:

5. .... Over the following 14 months Alply and Corrlines entered into multiple contracts through which Alply purchased computer aided architectural draftings and designs from Corr lines. In turn, Alply used the draftings and designs to bid for contracts and install custom metal panels in construction projects out side the State of Indiana. Although Corrlines initially offered its services and products to Alply, subsequently, Alply solicited and obtained the services and products of Corrlines over a sustained period of time.

6. B y purchasing Corrlines’ services and products rendered, designed, manufacture d , located and sold in Indiana, Alply has purposely availed itself of the priv ilege of conducting activit i es with this State thereby invoking the benefits and protections of its laws.

Id . at 9. Alply filed a motion to certify order for interlocutory appeal, which the trial court
granted. This Court accepted the appeal.

Discussio n and Decision
Initially, we note that Corrlines has not filed an a ppellee’s brief.
When the appellee has failed to submit an answer brief we need not undertake the burden of develop ing an argument on the appellee’ s behalf. Rather, we will reverse the t rial co urt’ s judgment if the appellant’ s brief presen ts a case of prima facie error. Prima facie error in this context is defined as, at first sight, on first appearance, or on the face of it. Where an appellant is unable to meet this burden, we will aff

irm.5

Fifth Third Bank v. PNC Bank , 885 N.E.2d 52, 54 (Ind. Ct. App. 2008) (citations and
quotation marks omitted).
Alply contends that the trial court erred as a matter of law in finding that it had
personal jurisdiction over it. Pers onal jurisdiction i s the “court’ s power to bring an
individual to its adjudicative process” and to enforce a judgment against th at individual

. Am.

Econ. Ins. Co. v. Felts
, 759 N.E.2d 649, 65 3 (Ind. Ct. App. 2001) (quoting B LACK ’ S L AW

D ICTIONARY 857 (7th ed. 1999)). The per son attacking the court’ s jurisdiction “ bears the
burden of proof upon that issue by a preponderance of the evidence, unless the lack of
jurisdiction is apparent upon the face of the complaint. ” Attaway v. Omega , 903 N.E.2d 73,
76 (Ind. Ct. App. 2009)

. O ur review of the trial court’s determination on the issue of
personal jurisdiction is de novo. JPMorgan Chase Bank, N.A. v. Desert Palace, Inc. , 882
N.E.2d 743, 747 (Ind. Ct. App. 2008)
, trans. denied

. However, t o the extent that the trial

court found fa cts to support jurisdiction, we review those factual findings for clear error. Id

. Indiana Trial Rule 4.4(A), Indiana’ s long

- arm provision , provides that “a court of this
state may exercise jurisdiction on any basis not inconsistent with th e Constitution s of this

state or the United States,” and thus is coextensive with the requirements of the Federal Due

Process Clause of the Fourteenth Amendment

. LinkAmerica Corp. v. Albert , 857 N.E.2d

961, 965 (Ind. 2006)

. 2 The exercise of personal jurisdiction over a non

- resident defendant

2 “Rule 4.4(A) serves as a handy checklist of activities that usually support personal jurisdiction but does not serve as a limitation on the exercise of personal jurisdiction by a court of this state.” LinkAmerica
, 857 N.E.2d at 967. In LinkAmerica
, our supreme court held that the catchall language, in essenc e, “reduce[s] analysis of personal jurisdiction to the issue of whether the exercise of personal jurisdiction is consistent with the Federal Due Process Clause.” Id. at 967.6

comports with t he Due Process Clause when the defendant ha s “certain minimum contacts

with [the forum state] such that the maintenance of the suit does not offend ‘traditional
notions of fair play and substantial justice.’” Int’ l Shoe Co. v. Wash.
, 326 U.S. 310, 316
(1945) (quoting Milliken v. Meyer
, 311 U.S. 457, 463 (1940)). Thus, due process requires

that (1) there be sufficient minimum contacts and (2) that the exercise of personal jurisdiction
over the defendant comport s wit h fair play and substantial justice. 3 Burger King Corp. v.

Rudzewicz , 471 U.S. 462, 476 (1985)

.
The “minimum contact s” required to satisfy due process fall into two categories,
general and specific.

If the defendant’ s contacts with the state are so “continuous and systematic” that the defendant should reasonably anticipate being haled into the courts of that state for any matter, then the defendant is subject to general jurisdiction, even in causes of ac tion unrelated to the defendant’ s contacts with the forum state.

If the defendant’ s contacts with the forum state are not “continuous and systematic,” specific jurisdiction may be asserted if the controversy is related to or arises out of the defendant’ s contacts with the forum state. Specific juris diction requires that the defendant purposefully availed itself of the privilege of conducting activities within the forum state so that the defendant reasonably anticipates being haled into court there. A single contact with the forum state may be suffic ient to establish specific jurisdiction over a defendant, if it creates a “substantial connection” with the forum state and the suit is related to that connection. But a defendant cannot be haled into a jurisdiction solely as a result of random, fortuitous , or attenuated contacts or of the unilateral activity of a nother party or a third person.

LinkAmerica , 857 N.E.2d at 967 (citations and quotation marks omitted).

3 Alply’s argument is limited solely to the minimum contacts requirement. See A ppellant’s Br. at 8 n 2. Accordingly, we need not address the fair play and substantial justice requirement.7

Because the facts found by the trial court are restricted to the Indiana contacts that
Alp ly had with Corrlines , it appears that the trial court’s ruling is based on specific
jurisdiction. 4 W hether sufficient minimum contacts exist to give rise to specific jurisdiction

is a fact

- specific inquiry and is assessed on a case

- by

- case basis. Keesli ng v. Winstead , 858
N.E.2d 996, 1003 (Ind. Ct. App. 2006)

.
Factors to conside r when evaluating the defendant’ s contacts with the forum state are: (1) whether the claim arises from the defendant’ s forum contacts; (2) the overall contacts of the defendant o r its agent with the forum state; (3) the foreseeability of being haled into court in that state; (4) who initiated the contacts; and (5) whether the defendant expected or encouraged contacts with the state.

Id

. (quoting Brockman v. Kravic , 779 N.E.2d 1 250, 1257 (Ind. Ct. App. 2002)).
Alply argues that none of the above factors weigh in favor of specific jurisdiction.

While not all the factors support the exercise of specific jurisdiction, a sufficient number do.
As to the first factor, Alply argues that its two prior Indiana projects and an annual trip to
meet with an Indiana customer have nothing to do with Corrlines ’ breach of contract claim

.
That much is true
, but Alply’s contention completely ignores Alply ’s multiple contracts with

4 The trial court’s order does not mention the following Indiana contacts set forth in Peters’ affidavit :

8. Alply LLC has undertaken two pro jects in Indiana, one for Getrag Corporate Group in Tipton, and another for Columbus East High School in Columbus. The Getrag project was the result of an unsolicited referral from a customer in Michigan, and the Columbus East project was the result of an unsolicited referral from an independent broker in Ohio. ....

9. [Peters] travel[s] to Indianapolis once a year to meet a customer, ProClad, Inc., which is headquartered in Noblesville, though the only work Alply LLC has performed with ProClad concerned a project located in Louisville, Kentucky.
Appellant’s App. at 24

. Whether these contacts are sufficient to find general jurisdiction is not a question that we need to address.8

Corrlines fo r architectural designs for multiple projects . Alply’s business dealings with

Corrlines , an Indiana business performing its services for Alply in Indiana, are contact s with

Indiana
, and clearly Corrlines ’ breach of contract claim is based on its contracts with Alply.
Turning to the fourth factor, the trial court found, and Alply does not dispute, that

“ [a]lthough Corrlines initially offered it s services and products to Alply, Alply subsequently
solicited and obtained the services and products of Corrlines over a sustained period of time

. ”
Appellant’s App. at 9. Alply thus pursued an ongoing relationship with Corrlines. Th is
ongoing relationship between Alply and Corrlines is also relevant to the third factor, as we
think that by engaging in multiple con tracts for Corrlines ’ services, services that were
performed in Indiana
, it is foreseeable that Alply could be haled into Indiana courts. 5
Accordingly, we find no error in the trial court’s denial of Alply’s motion to dismiss.

Affirmed.

VAIDIK, J., and BRADFORD, J., concur.

5 Alply’s argument to the contrary is unavailing because all the cases it rel ies on are distinguishable. In Hotmix & Bituminous Equipment, Inc. v. Hardrock Equipment Corp. , 719 N.E.2d 824, 830 (Ind. Ct. App. 1999), the services that the Indiana company provided for the New York company were performed in Ohio. In Dura

- Line Corp. v . Sloan , 487 N.E.2d 469, 471 (Ind. Ct. App. 1986) , the services that the Indiana resident performed for the Kentucky business consisted of calling someone in Minnesota to sell equipment located in Kentucky. Finally, in Harold Howard Farms v. Hoffman , 585 N.E.2d 18, 22 (Ind. Ct. 1992), the Indiana resident took his mare to the Michigan resident’ s farm in Michigan for breeding with the Michigan resident’s stud.