Hughes et al v. Reitnouer Enterprises, Inc. et al

IN THE UNITED STATES DISTRICT COURT
WESTERN DISTRICT OF ARKANSAS
EL DORADO DIVISION
DOYLE WESLEY HUGHES and
HOLLY HUGHES 	PLAINTIFFS
v. 	Case No. 1:22-cv-01020
FORD MOTOR COMPANY;
WRAY FORD, INC.;
DONLEN CORPORATION;
DONLEN TRUST; DONLEN TRUST II;
DONLEN MOBILITY SOLUTIONS, INC.;
REITNOUER ENTERPRISES, INC.;
REITNOUER, INC.; and
STEADY SOURCE CO d/b/a STEADY LANES 	DEFENDANTS
ORDER
Before the Court is Separate Defendant Wray Ford, Inc.’s Motion to Dismiss for Lack of
Jurisdiction. ECF No. 27. Plaintiffs have responded. ECF No. 29.0F
1 Therefore, the matter is ripe
for consideration.
BACKGROUND
On November 12, 2020, Plaintiffs Doyle Wesley Hughes and Holly Hughes filed this
action in the Circuit Court of Columbia County, Arkansas. On March 28, 2022, Defendants Ford
Motor Company, Wray Ford, Inc., Donlen Corporation, Donlen Trust, Donlen Trust II, Donlen
Mobility Solutions, Inc., Reitnouer Enterprises, Inc., Reitnouer, Inc., and Steady Source Co (d/b/a
Steady Lanes) removed the action to the United States District Court for the Western District of
1The Court twice granted Wray Ford, Inc.’s Motion for Leave to File Reply to Plaintiffs’ Response to Motion to
Dismiss. See ECF Nos. 32, 35. However, Wray Ford, Inc. has not replied to Plaintiffs’ Response, and the time to do
so has passed. See ECF No. 35 (requiring Wray Ford, Inc. to file its reply brief on or before July 15, 2022).
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Arkansas, El Dorado Division. 	ECF No. 2. 	On March 28, 2022, Plaintiffs filed an amended
complaint in which they allege that, on November 14, 2019, Plaintiff Doyle Hughes was driving a
2017 Ford transit van in Arkansas when he collided with a semi-trailer. ECF No. 6, at 1. Plaintiffs
further allege that the vehicle’s underride guard failed to prevent the crash and that, because of the
vehicle’s 	defective firewall, 	an 	ensuing 	fire 	entered 	the passenger 	compartment 	“almost
immediately,” seriously injuring Plaintiff Doyle Hughes. ECF No. 6, at 1, 7. Then, on March 29,
2022, Wray Ford, Inc. filed an answer to Plaintiffs’ Amended Complaint, raising, as is relevant
here, lack of personal jurisdiction as an affirmative defense. ECF No. 8.
On May 27, 2022, Wray Ford, Inc. filed the instant motion, asking the Court to dismiss it
from the lawsuit for lack of personal jurisdiction pursuant to Federal Rule of Civil Procedure
12(b)(2). ECF No. 27. Wray Ford, Inc. argues that “specific jurisdiction is lacking in this case
because no claimed act or omission of Wray Ford occurred within or was otherwise directed
toward Arkansas.” ECF No. 27, at 1. Wray Ford, Inc. states that the at-issue collision occurred in
Arkansas, but Wray Ford, Inc. is organized in Louisiana; has its principal place of business in
Louisiana; does not have offices or regular business operations in Arkansas; is not registered to do
business in Arkansas; and did not sell the vehicle involved in the collision, but rather, received the
vehicle in a “drop shipment” from Separate Defendant Donlen Corporation, performed a “cursory
inspection” of the vehicle, and “facilitated a pickup” of the vehicle. ECF No. 27, at 1-3. In support
of the instant motion, Wray Ford, Inc. attached a declaration from Greg Snelling, its general
manager, in which Snelling reiterates the facts set forth in the motion and additionally states that
Wray Ford, Inc. was “not involved in the design, manufacture, or testing of the vehicle,” “did not
title the vehicle,” “never had any contact with the plaintiffs in this lawsuit,” did not have “contact
with plaintiffs’ employer, the owner of the subject vehicle,” “did not know, and had no way of
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knowing, that the subject vehicle would end up in Arkansas,” “does not conduct any regular
business operations in Arkansas,” “does not engage in telephone marketing to Arkansas citizens,”
“owns no property in Arkansas,” “has no mailing address in Arkansas,” “maintains no bank
accounts in Arkansas,” and “has no employees in Arkansas.” ECF No. 27-1, at 1-3. Additionally,
Wray Ford, Inc. attached documents from Louisiana’s Secretary of State demonstrating that Wray
Ford, Inc. is incorporated and domiciled in Louisiana. ECF No. 27-1, at 4-7.
In response, Plaintiffs first argue that Wray Ford, Inc.’s motion to dismiss is untimely
because it raised the defense of lack of personal jurisdiction in its answer (ECF No. 8) rather than
in a separate motion to dismiss. See ECF No. 29, at 2 (“[Federal Rule of Civil Procedure] 12(b)(2)
brokers no discussion – Defendant Wray must have filed its Motion to Dismiss before it filed its
Answer. Its failure to do so is fatal and the law requires that Defendant Wray’s Motion to Dismiss
be denied.”). Plaintiffs alternatively argue that the Court has personal jurisdiction over Wray Ford,
Inc. because Wray Ford, Inc. supplied the at-issue vehicle and because Wray Ford, Inc. markets
its sales and services to Arkansas. ECF No. 29, at 4. More specifically, Plaintiffs argue that Wray
Ford, Inc. “supplied,” “received,” “inspected,” and “facilitated the pickup” for the 2017 Ford
transit van. ECF No. 29, at 9. In support of their argument that Wray Ford, Inc. has availed itself
to the forum state, Plaintiffs attached photographs of Wray Ford, Inc.’s website. ECF No. 29-1.
On that website, Wray Ford, Inc. states, in relevant part, that it “serve[s]” Magnolia, Arkansas, El
Dorado, Arkansas, and Hope, Arkansas. ECF No. 29-1, at 4. However, Plaintiffs argue that if the
Court is unable to discern whether personal jurisdiction exists, the Court should grant leave to
allow Plaintiffs to conduct jurisdictional discovery. ECF No. 29, at 12.
ANALYSIS
First, Wray Ford, Inc.’s motion to dismiss is timely. Federal Rule of Civil Procedure 12(b)
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provides, in relevant part, that a motion asserting lack of personal jurisdiction as a defense “must
be made before pleading if a responsive pleading is allowed.” Plaintiffs note that Wray Ford, Inc.
responded to Plaintiffs’ Amended Complaint on March 29, 2022, and later, on May 27, 2022, filed
the instant Motion to Dismiss for Lack of Jurisdiction. 	However, Rule 12(h) contemplates the
possibility that, rather than raising an affirmative defense by motion, a party may first raise it in a
responsive pleading. 	See Fed. R. Civ. P. 12(h)(1) (providing, in relevant part, that “[a] party
waives 	any 	defense 	listed 	in 	Rule 	12(b)(2)-(5) 	by 	failing 	to 	either 	make 	it 	by
motion . . . or include it in a responsive pleading.” (emphasis added)). 	Further, federal courts
commonly find that where a party raises the defense of lack of personal jurisdiction in its answer,
that party does not waive the defense. See, e.g., Scroggins v. McGee, No. 4:10-cv-01121, 2011
WL 4018049, at *3 n.6 (E.D. Ark. Sept. 12, 2011) (finding defense not waived where raised as
affirmative defense in answer to plaintiff’s complaint); Pope v. Elabo GmbH, 588 F. Supp. 2d
1008, 1013 (D. Minn. 2008) (same); Molnlycke Health Care AB v. Dumex Med. Surgical Prods.
Ltd., 64 F. Supp. 2d 448, 449 n.1 (E.D. Penn. 1999) (same); Royal Globe Ins. Co. v. Logicon, Inc.,
487 F. Supp. 1245, 1247 n.6 (N.D. Ill. 1980) (same); cf. Alger v. Hayes, 452 F.2d 841, 844 (8th
Cir. 1972) (“However, it is a well settled rule that if the defense is neither raised by motion before
answer nor stated in the answer, it cannot be raised for the first time by motion after the answer.”).
Therefore, because Wray Ford, Inc. raised the defense of lack of personal jurisdiction in its answer
(ECF No. 8, at 3), it preserved the defense, and the instant motion is timely.
Having resolved the timeliness of Wray Ford, Inc.’s instant motion, the Court turns to Wray
Ford, Inc.’s argument that the Court lacks personal jurisdiction. 	“Once the defendant moves to
dismiss the complaint under Rule 12(b)(2) for lack of personal jurisdiction, the plaintiff bears the
burden of demonstrating the existence of jurisdiction.” Montel Aetnastak, Inc. v. Miessen, 998 F.
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Supp. 2d 694, 707 (N.D. Ill. Jan. 28, 2014). The plaintiff must only make a prima facie showing
of jurisdiction, Epps v. Stewart Info. Servs. Corp., 327 F.3d 642, 646-47 (8th Cir. 2003), and “[a]
prima facie showing ‘is accomplished by pleading sufficient facts “to support a reasonable
inference that the defendant can be subjected to jurisdiction within the state,”’” Brothers & Sisters
in Christ, LLC v. Zazzle, Inc., 42 F.4th 948, 951 (8th Cir. 2022) (citation omitted). The plaintiff,
rather than “rest[ing] on the conclusory allegations in his complaint,” should “rebut [the moving
party’s] assertions with testimony, affidavits, or other documents.” Dever v. Hentzen Coatings,
Inc., 380 F.3d 1070, 1074 (8th Cir. 2004); see also Hill v. Capital One Bank (USA), N.A., No. 14-
cv-6236, 2015 WL 468878, at *3 (N.D. Ill. Feb. 3, 2015) (“When the defendant challenges by
declaration a fact alleged in the plaintiff’s complaint, the plaintiff has an obligation to go beyond
the pleadings and submit affirmative evidence supporting the exercise of jurisdiction.”). “If a court
does not hold a hearing on personal jurisdiction but instead bases its determination on the parties’
written submissions, the court must view the facts in the light most favorable to the nonmoving
party.” 	Travis v. Asustek Computer, Inc., No. 6:19-cv-06118, 2021 WL 1209192, at *1 (W.D.
Ark. Mar. 30, 2021).
Two types of personal jurisdiction exist: general (meaning that the “defendant is
‘essentially at home’ in the State”) and specific (meaning that the defendant has “purposefully
avail[ed] itself of the privilege of conducting activities with the forum State”). See Ford Motor
Co. v. Mont. Eighth Jud. Dist. Ct., 141 S.Ct. 1017, 1024 (2021) (citations omitted). Only specific
personal jurisdiction is at issue here, as neither party contends that Wray Ford, Inc. is “essentially
at home” in Arkansas. 	See id. (citation omitted). 	“When the defendant is not a resident of the
forum state, the district court may only exercise jurisdiction if ‘personal jurisdiction exists under
the forum state’s long-arm statute and . . . the exercise of personal jurisdiction is consistent with
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due process.’” Esposito v. Airbnb Action, LLC, No. 5:20-cv-5204, 2021 WL 411140, at *2 (W.D.
Ark. Feb. 5, 2021) (quoting Wells Dairy, Inc. v. Food Movers Int’l, Inc., 607 F.3d 515, 518 (8th
Cir. 2010)). 	Pursuant to Arkansas’s long-arm statute, “courts of this state shall have personal
jurisdiction of all persons, and all causes of action or claims for relief, to the maximum extent
permitted by the due process of law clause of the Fourteenth Amendment of the United States
Constitution.” Ark. Code Ann. § 16-4-101(B). Therefore, the question before the Court is whether
exercising personal jurisdiction over Wray Ford, Inc., a Louisiana business, is consistent with the
Due Process Clause of the Fourteenth Amendment. See id.
The Fourteenth Amendment’s Due Process Clause allows a court to exercise personal
jurisdiction over a nonresident defendant where that defendant has “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. Washington, 326 U.S. 310, 316 (1945) (citation
omitted). “The defendant’s conduct and connection with the state must be such that the defendant
should ‘reasonably anticipate being haled into court there.’” 	Travis, 2021 WL 1209192, at *2
(quoting World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 297 (1980)). Further, “[t]he
defendant’s contacts with the forum state generally must not arise due to mere fortuity, but must
arise because the defendant has purposefully availed [itself] of the privilege of conducting
activities in the state.’” 	Skroch v. LabCorp, Inc., No. 3:19-cv-3069, 2019 WL 6174340, at *2
(W.D. Ark. Nov. 20, 2019) (quoting Pangaea, Inc. v. Flying Burrito LLC, 647 F.3d 741, 745 (8th
Cir. 2011)); see also Ford Motor Co., 141 S.Ct. at 1025 (“The contacts must be the defendant’s
own choice and not ‘random, isolated, or fortuitous.’ [The plaintiffs] must show that the defendant
deliberately ‘reached out beyond’ its home—by, for example, ‘exploi[ting] a market’ in the forum
State or entering a contractual relationship centered there.” (citations omitted)); Bristol-Myers
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Squibb Co. v. Super. Ct. of California, 137 S.Ct. 1773, 1780 (2017) (asking whether there is “an
affiliation between the forum and the underlying controversy, principally, [an] activity or an
occurrence that takes place in the forum State and is therefore subject to the State’s regulation”
(alteration in original) (citation omitted)); Walden v. Fiore, 571 U.S. 277, 285 (2014) (recognizing
that “minimum contacts” sufficient to support the exercise of specific personal jurisdiction exists
where “defendants . . . have purposefully ‘reach[ed] out beyond’ their State and into another by,
for example, entering a contractual relationship that ‘envisioned continuing and wide-reaching
contacts’ in the forum State, or by circulating magazines to ‘deliberately exploit[t]’ a market in the
forum state” (alterations in original) (citations omitted)). However, there is no requirement that a
“strict causal relationship between the defendant’s in-state activity and the litigation” exist, but
rather, as the Supreme Court has previously stated, “specific jurisdiction attaches in cases . . . when
a company . . . serves a market for a product in the forum State and the product malfunctions
there.” Ford Motor Co., 141 S.Ct. at 1026-27. Notably, “[t]he limits imposed on state jurisdiction
by the Due Process Clause, in its role as a guarantor against inconvenient litigation, have been
substantially relaxed over the years.” World-Wide Volkswagen Corp., 444 U.S. at 292
Here, the Court finds that Plaintiffs have pled “sufficient facts ‘to support a reasonable
inference that [Wray Ford, Inc.] can be subjected to jurisdiction within the state.’” 	Brothers &
Sisters in Christ, LLC, 42 F.4th at 951 (citation omitted). Although Wray Ford, Inc. is undisputedly
incorporated and domiciled in Louisiana, viewing the facts in the light most favorable to Plaintiffs,
the Court is convinced that it may exercise personal jurisdiction over Wray Ford, Inc. without
“offend[ing] ‘traditional notions of fair play and substantial justice’” and in accordance with the
Fourteenth Amendment Due Process Clause. See Int’l Shoe Co., 326 U.S. at 316 (citation omitted).
Wray Ford, Inc. received the at-issue vehicle in a shipment from Donlen Corporation, performed
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an inspection of the vehicle, and facilitated the pickup of the vehicle such that the vehicle could
be 	transported 	to 	Arkansas, 	the 	forum 	state. 	Once 	in 	Arkansas, 	the 	vehicle 	allegedly
malfunctioned, severely injuring Plaintiff Doyle Hughes in a collision. 	Further, on its website,
Wray Ford, Inc. specifically represents that it “serve[s]” the forum state, specifically, Magnolia,
Arkansas, El Dorado, Arkansas, and Hope, Arkansas. Ultimately, Wray Ford, Inc.’s contacts with
the forum state are not “random, isolated, or fortuitous,” but rather, Wray Ford, Inc. “serve[s] a
market . . . in the forum State” and the at-issue vehicle (which Wray Ford, Inc. received, inspected,
and facilitated the transport of) allegedly malfunctioned in the forum State. See Ford Motor Co.,
141 S.Ct. at 1025, 1027 (citation omitted). Although Wray Ford, Inc. may not have known that
the vehicle would end up in Arkansas and be driven by Plaintiff Doyle Hughes, that does not
foreclose the Court’s exercise of personal jurisdiction. 	In sum, based on Wray Ford, Inc.’s
involvement with the at-issue vehicle—notably, its inspection of the at-issue vehicle—and the fact
that it represents itself as “serv[ing]” Arkansas, Wray Ford, Inc. “should [have] ‘reasonably
anticipate[d] being haled into court [here].’” See Travis, 2021 WL 1209192, at *2 (quoting World-
Wide Volkswagen Corp., 444 U.S. at 297).
Therefore, the Court finds that personal jurisdiction exists, and Wray Ford, Inc.’s Motion
to Dismiss for Lack of Jurisdiction (ECF No. 27) is DENIED.1F
2
IT IS SO ORDERED, this 7th day of September, 2022.
/s/ Susan O. Hickey
Susan O. Hickey
Chief United States District Judge
2Because the Court finds that personal jurisdiction exists, Plaintiffs’ alternative request for jurisdictional discovery is
moot.
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