Andersen Corporation and Eagle Window & Door Manufacturing v. Ohio

Background

This contract dispute concerns the development and delivery of automated equipment for a window factory. Andersen Corporation entered into a confidentiality agreement with ATS Corporation on March 29, 2018. That agreement stated that the parties submitted to Minnesota state and federal courts and consented to personal jurisdiction there for disputes arising out of or connected with the agreement, its subject matter, or its formation, including noncontractual claims.

In 2020, Andersen entered into a Master Engineering Services and Equipment Purchase Agreement with ATS Ohio, ATS Corporation’s wholly owned subsidiary, concerning equipment and goods. A 2022 project document called Exhibit #6 concerned automated equipment for Andersen’s affiliate, Eagle Window & Door Manufacturing, Inc. The Master Agreement incorporated the confidentiality agreement. Plaintiffs later sued, alleging that ATS breached the agreements by missing deadlines, stopping work, and failing to deliver the equipment. Plaintiffs alleged that ATS Corporation was liable under an alter-ego or corporate veil-piercing theory.

Motion and jurisdictional standard

ATS Corporation moved under Federal Rule of Civil Procedure 12(b)(2) to dismiss for lack of personal jurisdiction. Personal jurisdiction is a court’s authority to exercise power over a particular defendant. The parties agreed that the question was whether Minnesota had specific personal jurisdiction over ATS Corporation, meaning jurisdiction connected to the dispute at issue.

At this stage, the plaintiffs needed to make a prima facie showing—a preliminary showing based on the pleadings and submitted evidence—that personal jurisdiction existed. Because the court did not hold an evidentiary hearing, it viewed the evidence in the light most favorable to the plaintiffs and resolved factual conflicts in their favor.

Court’s analysis

The court explained that a nonresident defendant may consent to personal jurisdiction by entering into a contract with a valid clause selecting a forum. The court found that the confidentiality agreement’s language was broad because it covered disputes arising “out of or in connection with” the agreement and expressly included disputes connected with its subject matter or formation.

The court concluded that the plaintiffs made the required preliminary showing that the clause covered this dispute. The confidentiality agreement addressed business between Andersen, ATS Corporation, and their parent, subsidiary, and affiliated companies. The court reasoned that the dispute over the alleged breach of the Master Agreement by ATS Ohio and ATS Corporation was connected to the confidentiality agreement because the Master Agreement incorporated that agreement’s terms.

Disposition

The court denied ATS Corporation’s motion to dismiss for lack of personal jurisdiction. Because it found that ATS Corporation consented to jurisdiction, the court did not reach the parties’ arguments concerning the minimum-contacts test or corporate veil piercing.

The court also ordered that the sealed order be unsealed in its entirety 30 days after filing unless the parties showed good cause to keep specific portions sealed. It directed the parties to meet and confer about necessary redactions and to file a joint letter and proposed redacted order within 14 days after filing.