Cambria Company LLC v. Disney Worldwide Services, Inc.

Background

Cambria Company LLC brought claims against Disney Worldwide Services, Inc. for breach of contract, unjust enrichment, account stated, and promissory estoppel. Cambria alleged that Disney failed to pay more than $500,000 in invoices for quartz slabs delivered under a 2016 agreement. Cambria alleged that Disney purchased 5,389 slabs through nine purchase orders for nine projects. It alleged total invoicing of $5,914,744.76 and payments of $5,396,256.23. Cambria also alleged that Disney received transportation-related benefits through discounted truckload pricing without paying the corresponding transportation costs.

Cambria is a Minnesota limited liability company with its principal place of business in Minnesota. Disney is a Florida corporation with its principal place of business in Lake Buena Vista, Florida. The agreement identified Cambria as residing in Minnesota and Disney as residing in Florida. It did not contain a choice-of-law or venue provision.

Disney’s Motion

Disney moved to dismiss the complaint under Federal Rule of Civil Procedure 12(b)(2), which permits dismissal for lack of personal jurisdiction. Personal jurisdiction is a court’s authority to exercise power over a defendant. Disney argued that it did not have sufficient contacts with Minnesota.

At the motion-to-dismiss stage, the court evaluated whether Cambria made a preliminary showing that jurisdiction existed. The court viewed factual conflicts in Cambria’s favor. The court applied the Eighth Circuit’s five factors: the nature and quality of the contacts, the quantity of the contacts, the relationship between the contacts and the claims, Minnesota’s interest in providing a forum, and the convenience or inconvenience to the parties.

Court’s Analysis

The court found that the nature and quality of Disney’s contacts favored jurisdiction. Disney knew Cambria was based in Minnesota and that Cambria’s products were made there. The court also credited Cambria’s account that Disney initiated negotiations through calls to Minnesota-based staff. The agreement created a multi-year business relationship involving substantial coordination and contemplated purchases worth millions of dollars.

The court also found that performance of the agreement supported jurisdiction. Disney placed purchase orders with Cambria’s Minnesota staff, communicated about additional and changed orders, discussed pricing and product availability, and requested emergency shipments. Cambria estimated that Disney employee Moe Kashi exchanged more than 500 emails with Cambria staff between 2016 and 2020. Disney purchased more than 5,000 slabs over five years, and the purchase orders were sent to Minnesota. The court stated that physical entry into Minnesota was not required when business was conducted through communications across state lines.

The court determined that Disney’s contacts were directly related to Cambria’s claims because Cambria alleged that Disney failed to pay under the agreement. This supported specific personal jurisdiction, meaning jurisdiction based on contacts connected to the claims at issue. Minnesota also had a strong interest in providing a forum for a dispute involving one of its residents.

The convenience factor narrowly favored Disney because a central issue concerned products received in Florida, Cambria had a presence there, and many relevant third parties were there. But Disney did not identify a specific or significant burden from defending itself in Minnesota, and this factor did not outweigh the others.

Ruling

Judge John R. Tunheim concluded that Disney had sufficient contacts with Minnesota and that exercising personal jurisdiction was proper. The court therefore denied Disney’s Motion to Dismiss [Docket No. 17]. The ruling addressed only whether the case could proceed in Minnesota; it did not decide the merits of Cambria’s payment and related claims.