COMPUTER METHODS CORP V TECHNOLOGY INTEGRATION GROUP INC
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STATE OF MICHIGAN
COURT OF APPEALS
COMPUTER METHODS CORP.,
UNPUBLISHED
August 4, 1998
Plaintiff-Appellant,
v
TECHNOLOGY INTEGRATION GROUP, INC.,
DAVID HURN, MICHAEL LANGFORD, JEFFREY
BRUNS, RICHARD TALLMAN, DONNA
LIOTTA, WILLIAM JOHNSON and LISA
DIMENT,
No. 199828
Wayne Circuit Court
LC No. 96-636421-CZ
Defendants-Appellees,
and
JEFFREY BROZOVICH and TODD BALK,
Defendants-Not Participating.
Before: Cavanagh, P.J., and White and Young, Jr., JJ
PER CURIAM.
Plaintiff appeals as of right from an order granting defendants’ joint motion for summary
disposition pursuant to MCR 2.116(C)(1) for lack of jurisdiction. We affirm.
Plaintiff, a Michigan corporation, filed a complaint alleging that it employed the individual
defendants, who were Illinois residents, to provide computer software consulting services for a number
of plaintiff’s customers and that in the course of performing these services, the individual defendants
developed a relationship of trust and confidence with plaintiff’s customers, obtained information
concerning the customers’ methods of operation and the customers’ special needs and requirements
and, while still employed by plaintiff or shortly thereafter, solicited plaintiff’s customers’ business and
formed a new company named Technology Integration Group, Inc.1 Plaintiff alleged that defendants
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usurped the business and business opportunities that plaintiff had and would have continued to have with
its customers.
In lieu of an answer, defendants filed a joint motion for summary disposition pursuant to MCR
2.116(C)(1), alleging that they did not have the requisite minimum contacts with Michigan to support the
exercise of limited personal jurisdiction. The circuit court granted defendants’ motion.
Plaintiff argues that defendants directly, or indirectly through their coconspirators, had sufficient
contacts with Michigan to support the exercise of limited personal jurisdiction. We disagree.
Jurisdictional rulings are reviewed by this Court de novo. Jeffrey v Rapid American Corp,
448 Mich 178, 184; 529 NW2d 644 (1995). The plaintiff has the burden of establishing jurisdiction
over the defendant, but need only make a prima facie showing of jurisdiction to defeat a motion for
summary disposition. Id. Affidavits and other documentary evidence submitted by the parties must be
considered, and all factual disputes resolved in the nonmovant’s favor. Id.
Michigan may exercise limited personal jurisdiction under its long-arm statute if two things are
established: (1) the rules of statutory construction must support the exercise of jurisdiction over the
defendant; and (2) the exercise of limited personal jurisdiction may not violate the Due Process Clause
of the Fourteenth Amendment. Starbright Dist v Excelda Mfg Co, 454 Mich 302, 304; 562 NW2d
640 (1997). Plaintiff alleged jurisdiction over the individual defendants under MCL 600.705; MSA
27A.705, and over the corporate defendant under MCL 600.715; MSA 27A.715, on the basis that
defendants transacted business within the state.2 The phrase “any business” has been interpreted
broadly to include even the slightest transactions. Sifers v Horen, 385 Mich 195, 199 n 2; 188 NW2d
623 (1971). The lack of physical presence is not an impediment to asserting jurisdiction over a non
resident defendant. Witbeck v Bill Cody’s Ranch Inn, 428 Mich 659, 668; 411 NW2d 439 (1987).
Michael Juchno’s affidavit, the only documentary evidence plaintiff attached to its response to
defendants’ motion, does not support that defendant corporation, an Illinois corporation located in and
doing business in Illinois, or its agents, transacted business within the state of Michigan. Nor have we
found such support elsewhere in the record. Plaintiff thus failed to make out a prima facie showing of
jurisdiction over defendant corporation. Jeffrey, supra, 448 Mich at 184.
Regarding the individual defendants, Juchno’s affidavit stated that several made trips to
Michigan to discuss business, faxed or caused to be faxed expense reports to plaintiff in Michigan,
prepared and submitted to plaintiff their business plans and projections for the Chicago office, ordered
supplies for the Chicago office from Michigan that were delivered to a defendant while the defendant
was in Michigan, and communicated via telephone, voice mail, and fax with plaintiff in Michigan.
Assuming arguendo that these activities satisfied section one of the long-arm statute, we nonetheless
conclude that the individual defendants did not have sufficient minimum contacts with Michigan to
support the exercise of limited personal jurisdiction.
The constitutional inquiry whether the exercise of personal jurisdiction would violate the Due
Process Clause focuses on whether the defendant purposefully established minimum contacts in the
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forum state such that the maintenance of the suit does not offend traditional notions of fair play and
substantial justice. Starbrite, supra, 454 Mich at 308-309. In determining whether sufficient minimum
contacts exist between a defendant and Michigan, the Court must apply a three-pronged test: (1) the
defendant must have purposefully availed itself of the privilege of conducting activities in Michigan, thus
invoking the benefits and protections of this state's laws; (2) the cause of action must arise from the
defendant's activities in the state; and (3) the defendant's activities must be so substantially connected
with Michigan to make the exercise of jurisdiction over the defendant reasonable. Id. at 309. The
purposeful availment requirement ensures that a defendant will not be haled into a jurisdiction solely as a
result of a random, fortuitous, or attenuated contacts. Id. at 310. The defendant’s own conduct and
connection with the forum must be examined in order to determine whether the defendant should
reasonably anticipate being haled into court there. Jeffrey, supra 448 Mich at 187. Where the
defendant deliberately has engaged in significant activities with a State, or has created ‘continuing
obligations’ between himself and residents of the forum, he manifestly has availed himself of the privilege
of conducting business there, and because his activities are shielded by ‘the benefits and protections’ of
the forum’s laws it is presumptively not unreasonable to require him to submit to the burdens of litigation
in that forum as well. Starbrite, supra at 310, quoting Burger King Corp v Rudzewicz, 471 US 462,
475-476; 105 S Ct 2174; 85 L Ed 2d 528 (1985).
The individual defendants worked for plaintiff in Illinois serving Illinois clients, and are not
Michigan residents. Although they were employees of a Michigan corporation, they did not reach out to
Michigan; rather, plaintiff affiliated with them to reach the Illinois market. The telephone, fax, and other
communications between plaintiff and its Illinois employees, and the occasional visits to Michigan by
some of the defendants to attend company functions do not constitute “purposeful availment” by
defendants of the privilege of doing business in Michigan. Further, the cause of action does not arise out
of these activities.
We are not persuaded by plaintiff’s reliance on Superior Consulting Co v Walling, 851 F
Supp 839 (ED Mich, 1994) and Lanier v American Board of Endodontics, 843 F 2d 901 ( CA 6,
1998). In Lanier, the defendant Board purposefully availed itself of the privilege of doing business in
Michigan by undertaking to certify a Michigan dentist. “The Board sought both to acquire a Michigan
resident’s fees… and to extend its influence and prestige in Michigan as the principal national determiner
of special competence for the practice of endodontics.” 843 F 2d at 911. And, while there is, indeed,
some similarity between Superior Consulting and the instant case, the level of contacts in Superior
Consulting exceeded those involved here. Further, in Superior Consulting, the employment contract
contained a choice of law provision expressly stating that Michigan law governed. The district court
found this significant in determining whether defendant purposefully invoked the benefits and protections
of Michigan law.
Affirmed.
/s/ Mark J. Cavanagh
/s/ Helene N. White
/s/ Robert P. Young, Jr.
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1
Defendants maintain that their relationships with plaintiff’s Illinois customers preceded defendants’
association with plaintiff.
2
MCL 600.705; MSA 27A.705 provides in pertinent part:
The existence of any of the following relationships between an individual or its
agent and the state shall constitute a sufficient basis of jurisdiction to enable a court of
record of this state to exercise limited personal jurisdiction over the individual and to
enable the court to render personal judgments against the individual or his representative
arising out of an act which creates any of the following relationships:
(1) The transaction of any business within the state.
***
MCL 600.715; MSA 27A.715 provides in pertinent part:
The existence of any of the following relationships between a corporation or its
agent and the state shall constitute a sufficient basis of jurisdiction to enable the courts of
record of this state to exercise limited personal jurisdiction over such corporation and to
enable such courts to render personal judgments against such corporation arising out of
the act or acts which create any of the following relationships:
(1) The transaction of any business within the state.
***
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