Virginia Lawyers Weekly VA Lawyers Weekly
Where a Virginia-based company sued its Pennsylvania-based law firm for alleged malpractice in connection with a New Jersey lawsuit, but there were insufficient allegations showing the law firm purposefully availed itself of Virginia, the suit was transferred to Pennsylvania, where another dispute between the parties was already pending.
Background
On Nov. 23, 2021, White & Williams LLP filed a lawsuit in Pennsylvania state court against Crawl Space Door System Inc. to recover more than $670,000 in unpaid legal fees. After removal, Crawl Space filed a motion to transfer the Pennsylvania action to New Jersey. That motion was denied.
Crawl Space then filed this malpractice action against White & Williams on May 11, 2022, alleging the firm failed to exercise the knowledge and skill of attorneys of ordinary ability, and seeking $30,000,000 in damages. Crawl Space them moved the Pennsylvania district court to transfer the Pennsylvania action to this court. That motion was also denied. Now pending before the court is White & Williams’s motion to dismiss.
Jurisdiction
The Fourth Circuit has synthesized the specific personal jurisdiction inquiry to a three-part test under which the court considers “(1) the extent to which the defendant ‘purposefully avail[ed]’ itself of the privilege of conducting activities in the State; (2) whether the plaintiffs’ claims arise out of those activities directed at the State; and (3) whether the exercise of personal jurisdiction would be constitutionally ‘reasonable.’”
Crawl Space argues that White & Williams purposefully availed itself of Virginia by contracting to provide legal services to Crawl Space, a Virginia corporation. However, numerous courts have recognized that “a contract alone does not automatically establish minimum contacts in the plaintiff’s home forum.” Rather, there must be actions undertaken by the defendant that create a “substantial connection” with the forum state.
Perhaps recognizing this requirement, Crawl Space’s amended complaint additionally asserts in a conclusory fashion that White & Williams “reached out into Virginia and created a continuing relationship.” But this allegation, even viewed in the light most favorable to plaintiff, cannot be interpreted to mean that White & Williams solicited Crawl Space’s business.
The amended complaint is silent as to whether White & Williams solicited Crawl Space’s business or initiated contractual negotiations, or vice versa. Further, the amended complaint does not allege how and where contract negotiations occurred; whether the parties contractually agreed that Virginia state law would govern their agreement or whether attorneys for White & Williams came to Virginia during the business relationship.
Plaintiff’s final allegation that White & Williams “sen[t] and receive[ed] innumerable messages and documents electronically and otherwise,” while weighing in favor of finding personal jurisdiction, is insufficient to meet this burden. Correspondence alone, particularly in today’s digital age, is insufficient to establish personal jurisdiction. Even when considering those communications together with an existing contract, a plaintiff must allege facts regarding the extent and nature of the communications that demonstrate purposeful availment.
The remaining factual allegations of the amended complaint weigh overwhelmingly against a finding that White & Williams purposefully availed itself of Virginia. The amended complaint alleges that White & Williams is headquartered in Pennsylvania and maintains no offices within the state of Virginia; that the law firm was hired by Crawl Space to defend the company in a lawsuit brought against it in the New Jersey federal district court; that the case was ultimately tried in that court and that the actions giving rise to the malpractice claim occurred in New Jersey. Because plaintiff fails to make a prima facie showing that White & Williams purposefully availed itself of doing business in Virginia, the court finds that it lacks personal jurisdiction over White & Williams.
Transfer
A court finding a lack of personal jurisdiction may transfer the action to “any other such court in which the action … could have been brought at the time it was filed or noticed.” This matter could have been initially brought in the Eastern District of Pennsylvania. White & Williams resides in that judicial district. Accordingly, it is subject to that court’s personal jurisdiction and venue would also be proper under 28 U.S.C. § 1391(b)(1).
Further, that court is currently handling a related action that also stems from White & Williams’s representation of Crawl Space in the New Jersey litigation. As a result, the court finds that it is in the interest of justice to transfer the case to the Eastern District of Pennsylvania rather than dismiss it. Alternatively, even if the court had personal jurisdiction over the defendant, transfer under 28 U.S.C. § 1404(a) would likely be appropriate.
Case transferred to Eastern District of Pennsylvania.
Crawl Space Door System Inc. v. White & Williams LLP, Case No. 2:22-cv-00199, Nov. 22, 2022. EDVA at Norfolk (Hanes). VLW 022-3-535. 10 pp.
