Rebecca Minkoff Apparel, LLC, Respondent,

This opinion will be unpublished and
may not be cited except as provided by
Minn. Stat. § 480A.08, subd. 3 (2016).

STATE OF MINNESOTA
IN COURT OF APPEALS
A18-0107

Rebecca Minkoff Apparel, LLC,
Respondent,

vs.

Rebecca Minkoff, LLC,
Appellant.

Filed June 18, 2018
Affirmed
Bjorkman, Judge

Hennepin County District Court
File No. 27-CV-17-12627

Mark S. Enslin, Kathryn E. Wendt, Ballard Spahr LLP, Minneapolis, Minnesota (for
respondent)

Seth Leventhal, Brandon Meshbesher, LEVENTHAL pllc, Minneapolis, Minnesota (for
appellant)

Considered and decided by Bjorkman, Presiding Judge; Schellhas, Judge; and
Larkin, Judge.
U N P U B L I S H E D O P I N I O N
BJORKMAN, Judge
Appellant challenges the district court’s denial of its motion to dismiss respondent’s
breach-of-contract action for lack of personal jurisdiction. We affirm.

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FACTS
Appellant Re becca Minkoff LLC (RM) is a Florida company, with its principal
place of business i n New York. RM markets and sells women’s fashion apparel and
accessories under its own name.
In early 2016, RM approached Décor Global, Inc., a Minnesota-based corporation,
about the possibility of providing “design and product p roduction services ” to RM. In
response to RM’s inquiry, Décor Global formed respondent Rebecca Minkoff Apparel
LLC (Apparel), as a Delaware company, with its principal place of business in Minnesota.
From May 2016 to early 2017, RM and Apparel discussed the possibility of Apparel
providing the requested service , negotiating via phone and email. RM and Apparel
executed a written contract on February 8, 2017 (contract). The contract notes that Apparel
had already provided product to RM as of January 31, 2017, and anticipate s that Apparel
would make regular product shipments to RM, and invoice RM according to a coordinated
pricing scheme, through approximately February 2018. Payment terms expressly include
transportation costs and port fees Apparel incurred bringing the product into the country
from Shanghai, China.
On August 16, 2017, Apparel initiated this action alleging that RM breached the
contract by failing to pay invoices totaling more than $900,000. RM moved to dismiss
based on lack of personal jurisdiction and forum non conveniens. RM asserted that Apparel
“was formed directly or indirectly” by a Chinese company, Décor (Suzhou) Co., Ltd.
(Décor China), with which RM had executed a garment design and production contract in
April 2016, and that Apparel is bound by the clause in that contract requiring dispute

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resolution in New York, under New York law. And RM alleged that it signed the 2017
contract with Apparel under duress because Décor China threatened to default on its
obligations under the 2016 contract, imperiling RM’s brand. The district court denied the
motion, reasoning that Apparel is not a party to the 2016 contract and the 2017 contract
established contact s sufficient to exercise specific personal jurisdiction over RM. RM
appeals.
D E C I S I O N
I. Minnesota courts have specific personal jurisdiction over RM.
Whether personal jurisdiction exists over a defendant is a question of law, which we
review de novo. Juelich v. Yamazaki Mazak Optonics Corp., 682 N.W.2d 565, 569 (Minn.
2004). When a defendant challenges personal jurisdiction, the plaintiff must make a prima
facie showing that jurisdiction exists. Id. at 569-70. But the plaintiff’s allegations and
supporting evidence must be taken as true.1 Id. at 570. Any doubts about jurisdiction are
“resolved in favor of retention of jurisdiction.” Hardrives, Inc. v. City of LaC rosse, 307
Minn. 290, 296, 240 N.W.2d 814, 818 (1976).
Minnesota courts may exercise personal jurisdiction over a nonresident corporation
when Minnesota’s long -arm statute, Minn. Stat. § 543.19 (2016), authorizes it and the
exercise of such jurisdiction does not violate the due -process requirements of the United
States Constitution. Domtar, Inc. v. Niagara Fire Ins. Co. , 533 N.W.2d 25, 29 (Minn.

1 Because we must assume the truth of the affidavit of Apparel CEO Brian Peck, we quote
from that document in our analysis.

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1995). Because Minnesota’s long-arm statute is coextensive with the federal constitutional
limits of due process, we focus our analysis on those requirements. Id. at 29-30.
Due process requires that a defendant “have certain minimum contacts” with the
forum state so that the exercise of personal jurisdiction “does not offend the traditional
notions of fair play and substantial justice.” Int’l Shoe Co. v. Washington , 326 U.S. 310,
316, 66 S. Ct. 154, 158 (1945) (quotation omitted). This requirement is met if a defendant
has “purposefully availed itself of the privilege of conducting business in this state so as to
invoke the benefits and protection of Minnesota laws,” making i t reasonably foreseeable
that it would be “haled into Minnesota’s courts.” TRWL Fin. Establishment v. Select Int’l,
Inc., 527 N.W.2d 573, 576 (Minn. App. 1995).
Minnesota courts use a five-factor test to determine whether the exercise of personal
jurisdiction over a nonresident defendant satisfies due process .2 Juelich, 682 N.W.2d at
570. Under this test, courts assess (1) the quantity of contacts the nonresident defendant
has with Minnesota, (2) the nature and quality of those contacts, (3) the connection of the
cause of action with those contacts, (4) Minnesota’s interest in providing a forum, and
(5) the parties’ convenience. Id. The first three factors address the “key inquiry” of
whether minimum contacts exist ; the last two factors “determine whether jurisdiction is
reasonable according to traditional noti ons of fair play and substantial justice.” Rilley v.
MoneyMutual, LLC, 884 N.W.2d 321, 328 (Minn. 2016). A “strong showing” on the last

2 “The nature and quality of the requisite contacts varies depending on whether the type of
jurisdiction being asserted is general or specific.” Juelich, 682 N.W.2d at 570 n.3. Apparel
asserts only that Minnesota has specific personal jurisdiction based on the contract between
RM and Apparel that is the subject of this litigation.

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two factors “may serve to fortify a borderline showing of minimum-contacts factors.” Id.
(quotation omitted).
RM argues that the quantity, nature, and quality of its contacts with Minnesota do
not satisfy the minimum-contacts standard. Because RM’s contacts with Minnesota arise
from its contract with Appare l, we consider whether the contract has “ a ‘substantial
connection’ with the forum state.” Domtar, 533 N.W.2d at 31 (quoting McGee v. Int’l Life
Ins. Co., 355 U.S. 220, 223, 78 S. Ct. 199, 201 (1957)). In doing so, we recognize that a
contract is more than just a document ; it is “an intermediate step in the process of
negotiation and future performance.” Id. Accordingly, we evaluate all phases of the
parties’ contractual relationship—initiation, negotiation, contract terms, and actual course
of dealing—to determine whether RM established minimum contacts with Minnesota by
contracting with Apparel. See id. (citing Burger King Corp. v. Rudzewicz , 471 U.S. 462,
479, 105 S. Ct. 2174, 2185-86 (1985)).
We first consider who initiated the contact that led to contract formation . A
nonresident’s solicitation of a Minnesota resident to transact business, whether as a buyer
or as a seller, indicates purposeful availment of the privilege of doing business in
Minnesota. TRWL, 527 N.W.2d at 577-78; see also Dent-Air, Inc. v. Beech Mountain Air
Serv., Inc. , 332 N.W.2d 904, 907 (Minn. 1983) (recognizing “traditional” buyer-seller
distinction but emphasizing that “only one due process standard, the requirement of
minimum contacts, applies to all defendants” (quotation omitted)). That is what happened
here. RM initiated contact with Minnesota by approaching Décor Global, a Minnesota -
based company, to obtain “design and product production services .” This solicitation led

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Décor Global to create Apparel, another M innesota-based company , to provide the
requested services. Thereafter, RM and Apparel continued to discuss , for approximately
six months, “the possibility of an arrangement whereby Apparel would provide and deliver
garment product to RM.”
From those discussions emerged formal contract negotiations, during which RM
continued to make repeated and deliberate contact s with Minnesota. RM negotiated
directly with Apparel for at least two months . See KSTP-FM, LLC v. Specialized
Commc’ns, Inc. , 602 N.W .2d 919, 924 (Minn. App. 1999) (considering whether
nonresident contracted with an intermediary or directly with Minnesota resident). RM did
not travel to Minnesota for those negotiations, but “physical presence is not determinative.”
See Dent-Air, 332 N .W.2d at 90 8. Electronic communications targeting Minnesota
residents may support personal jurisdiction in the absence of physical presence in the state.
Rilley, 884 N.W.2d at 331-32; see also Viking Eng’g & Dev., Inc. v. R.S.B. Enters., Inc. ,
608 N.W.2d 166, 170 (Minn. App. 2000) (affirming exercise of personal jurisdiction in
contract action where nonresident manufacturer/seller never physically traveled to
Minnesota), review denied (Minn. May 23, 2000). Throughout negotiations, RM contacted
Apparel at Minnesota-based phone numbers. Apparel’s side of the email correspondence
routinely included a Minneapolis address in signature blocks , and Apparel provided the
same Minneapolis address in response to RM’s request for billing information. Based on
these communications, RM knew that entering into a contract with Apparel meant contact
with Minnesota.

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Indeed, the contract itself reflects that the contemplated contact would be frequent
and substantial, not a single, “isolated” transaction. Compare Marshall v. Inn on Madeline
Island, 610 N.W.2d 670, 675-76 (Minn. App. 2000) (stating that if a nonresident “creates
continuing obligations” between itself and a Minnesota resident, that purposeful act
supports the exercise of personal jurisdiction), with KSTP, 602 N.W.2d at 924 (stating that
an “isolated” commercial transaction, such as a single sale of goods, will not give rise to
personal jurisdiction). The contract establishes a business relationship that would continue
for approximately one year and expressly contemplates ongoing contact and cooperation
throughout the course of that relationship , including regular product request -and-
production cycles and Apparel’s agreement to “work with RM” to manage profit margins.
RM relies on TRWL to support its c ontention that the “back-office functions”
Apparel performed under the contract are insufficient to establish minimum contacts
because the “goods” were not made in or transported to Minnesota. We disagree. Unlike
the agreement to purchase numerous pairs of pajamas in TRWL, 527 N.W.2d at 575, t he
contract does not contemplate a simple sale of a defined quantity of “goods.” Rather, by
its terms and context, the contract obligates Apparel to perform services—product design
and management of the manuf acturing and distribution processes according to and in
ongoing cooperation with RM. And while the contract does not state that Apparel would
perform these services in Minnesota, Apparel’s description of the parties’ course of dealing
sufficiently confirms that it did so. 3 Apparel states that at least five Apparel employees

3 Apparel did not detail the actual work its Minnesota -based employees performed under
the contract. Such information would have better supported Apparel’s claim that it

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worked for RM in Minneapolis, and that RM maintained “regular, consistent contact” with
them via the same Minneapolis-oriented email addresses and phone numbers utilized
during contract negotiations. Apparel also points to the work these employees performed
by stating that RM sent them fabric swatches, design sketches, and returned sample
products, by mail to its Minneapolis address. And Apparel states that, consistent with its
representations during negotiations, it regularly sent RM invoices instructing RM to direct
payment to Apparel’s Minneapolis address.
In short, by contracting and doing business with Minnesota-based Apparel for more
than a year , RM exercised its privilege to conduct business in this state , making it
reasonably foreseeable that RM would be “haled into Minnesota’s courts.” See TRWL, 527
N.W.2d at 576.4 Because the contract at the center of RM’s Minnesota contacts is the basis
of this action, satisfying the third minimum-contacts factor, we conclude that Apparel has
demonstrated sufficient minimum contacts to support specific personal jurisdiction.
We therefore turn to the two reasonableness factors of the jurisdiction analysis.
Minnesota has an in terest in providing a forum for this litigation, as i t is well established
that “Minnesota has ‘an interest in providing a forum for its residents who have allegedly

performed substantial work for RM in Minnesota. Nonetheless, because we take as true
Apparel’s statements about its work here, Juelich, 682 N.W.2d at 570, and resolve doubts
in favor of jurisdiction, Hardrives, 307 Minn. at 296, 240 N.W.2d at 818, we conclude that
Apparel’s showing is sufficient.

4 In support of its motion to dismiss, RM submitted the declaration of Craig Fleishman (an
officer and general counsel of RM), which challenges Apparel’s jurisdictional affidavit and
alleges that RM was coerced into entering into the contract. At the pretrial stage, we must
assume the plaintiff’s allegations are true. Juelich, 682 N.W.2d at 570. But we note RM
may present this argument in defense of this action.

9
been wronged.’” Volkman v. Hanover Invs., Inc., 843 N.W.2d 789, 797 (Minn. App. 2014)
(quoting Dent-Air, 332 N.W.2d at 908). The practicalities of litigation also favor
Minnesota as the forum for this action because Apparel asserts (and we take as true) that
its witnesses with knowledge of this dispute and the “majority” of its relevant r ecords and
documents are located in Minnesota. See Hardrives, 307 Minn. at 299, 240 N.W.2d at 819
(favoring location where witnesses and documentary materials are present). Finally, while
RM argues for dismissal based on forum non conveniens, which we ad dress below, RM
does not claim that it would actually be inconvenient for it to litigate in Minnesota . On
this record, we conclude Minnesota courts have specific personal jurisdiction over RM for
purposes of this litigation.5
II. The district court did not abuse its discretion by declining to dismiss this action
based on forum non conveniens.

“The doctrine of forum non conveniens allows a district court with jurisdiction over
the subject matter and the parties discretion to decline jurisdiction over a cause of action
when another forum would be more convenient for the parties, the witnesses, and the
court.” Paulownia Plantations de Panama Corp. v. Rajamannan , 793 N.W.2d 128, 133
(Minn. 2009) . “Dismissal of a case on the grounds of forum non conv eniens may be
appropriate when the exercise of personal jurisdiction imposes a hardship that does not rise

5 RM argues that even if the record supports personal jurisdiction, it should be afforded
jurisdictional discovery for the purpose of defeating personal jurisdiction. This argument
runs contrary to the well-established principle that this court takes Apparel’s complaint and
supporting affidavit as true for purposes of evaluating personal jurisdic tion, Juelich, 682
N.W.2d at 570, and its corollary that j urisdictional discovery “is unnecessary where the
discovery is unlikely to lead to facts establishing jurisdiction,” Behm v. John Nuveen &
Co., 555 N.W.2d 301, 305 (Minn. App. 1996).

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to the level of a due process violation.” C.H. Robinson Worldwide, Inc. v. FLS Transp.,
Inc., 772 N.W.2d 528, 538 -39 (Minn. App. 2009) (quotation omitted). Bu t Minnesota
recognizes a “presumption in favor of the plaintiff’s choice of forum.” Kennecott Holdings
Corp. v. Liberty Mut. Ins. Co., 578 N.W.2d 358, 360 (Minn. 1998).
RM invokes forum non conveniens based solely on the New York forum-selection
clause in its 2016 contract with Décor China. Apparel is not a party to that contract, and
nothing in the record indicates that Apparel assumed any of the obligations of that contract.
RM insists that Apparel should nonetheless be bound by the forum -selection clause
because Apparel and the 2017 contract are closely related to the 2016 contract, citing C.H.
Robinson. We are not persuaded. A non-party may be bound by a forum-selection clause
when the non-party is “closely related to the dispute such that it bec omes foreseeable that
it will be bound.” C.H. Robinson, 772 N.W.2d at 534-35 (quotation omitted). The dispute
here concerns the 2017 contract, not the 2016 contract. And i t is not foreseeable that
Apparel would be bound by a contract that is not in dispute and to which it is not a party.
Accordingly, we conclude that the district court did not abuse its discretion by declining to
dismiss on grounds of forum non conveniens.
Affirmed.