United States District Court, W.D. Wisconsin
OPINION AND ORDER
D. PETERSON DISTRICT JUDGE
Flambeau, Inc. asserts breach-of-contract and tort claims
against its former business partner, defendant GDL Brokerage,
Inc. Flambeau's claims arise out of two allegations: (1)
GDL refused to return its security deposit after Flambeau
ceased leasing GDL's warehouse in Laredo, Texas; and (2)
GDL failed transport a shipment of Flambeau products. GDL has
moved to dismiss the case for lack of personal jurisdiction,
or, in the alternative, to transfer the case to the United
States District Court for the Southern District of Texas.
Dkt. 10 and Dkt. 28.
court will deny both parts of GDL's motion. GDL had
extensive contacts with Wisconsin over the course of its
business relationship with Flambeau. These contacts are
sufficiently related to Flambeau's claims in this case to
allow the court to exercise personal jurisdiction over GDL in
Wisconsin. And GDL hasn't shown that considerations of
convenience or the interests of justice favor litigating this
case in Texas, so the court will not transfer the case.
court draws the following facts from the allegations in
Flambeau's amended complaint, Dkt. 24, as well as the
parties' evidentiary submissions, Dkt. 12; Dkt. 17; Dkt.
34; Dkt. 35, which the court may consider in deciding a
motion to dismiss on jurisdictional grounds. Felland v.
Clifton, 682 F.3d 665, 672 (7th Cir. 2012).
is a Wisconsin corporation with its principal place of
business in Baraboo, Wisconsin. GDL is a Texas logistics
corporation with its principal place of business in Laredo,
Texas. The parties' business relationship began in 2006,
although neither party provides details about their dealings
with each other in the initial years of that relationship.
Starting in 2012, Flambeau and GDL entered into multiple
agreements relevant to this case.
December 2012, Flambeau and GDL entered an agreement under
which GDL agreed to lease space to Flambeau in GDL's
Laredo warehouse for $21, 120 per month. See Dkt.
24-1. As part of that agreement, Flambeau paid GDL a security
deposit of $42, 240, the equivalent of two months' rent.
later, Flambeau and GDL entered into a separate contract for
distribution services, under which GDL agreed to ship
Flambeau's products to Flambeau's customers.
See Dkt. 24-2. Flambeau agreed to pay GDL an
additional $18, 000 per month, and committed to sign a new
three-year lease for the warehouse space. That same day, the
parties executed the lease, under which Flambeau agreed to
pay $22, 000 per month for the warehouse space. See
Dkt. 24-3. As with the 2012 lease agreement, the 2013 lease
agreement required Flambeau to pay a two-month security
deposit. Flambeau says that the security deposit it paid
under the 2012 lease agreement carried over to the 2013
agreement, so it didn't pay any additional deposit.
2013 lease and distribution agreements were set to terminate
three years later, on December 26, 2016. On December 22,
2016, Flambeau and GDL agreed to extend the lease and
distribution agreements on a month-to-month basis, with
slightly modified terms. Flambeau would continue to lease the
warehouse space from GDL for $22, 000 per month; GDL would
continue to provide distribution services for a reduced fee
of $8, 333.33 per month. See Dkt. 24-4.
February 2018, Flambeau notified GDL that it intended to
terminate the month-to-month agreement as of June 30, 2018.
In April, Flambeau reiterated its intent to terminate the
agreement and asked for the return of its security deposit.
When GDL failed to return the deposit after the agreement
terminated on June 30, Flambeau made additional follow-up
requests. GDL has refused to return the security deposit.
March 2019, counsel for GDL sent Flambeau a letter accusing
Flambeau of breaching its agreement with GDL and demanding
$362, 333.39 for unpaid invoices. See Dkt. 24-5, at
2. Included with the demand letter were copies of invoices
from January 2017 through June 2018, which listed
distribution service charges in the amount of $18, 000 per
month rather than the reduced $8, 333.33 amount that the
companies had previously negotiated. See Dkt. 24-5,
at 4- 21.
Freight forwarding agreement
addition to storage and distribution services, GDL and
Flambeau contracted for freight forwarding services. Under
the companies' freight forwarding agreement, GDL was
responsible for shipping Flambeau's products from a
Flambeau facility in Saltillo, Mexico to Flambeau's
warehouse in Laredo, Texas. In January 2019, GDL was supposed
to transport a shipment of Flambeau products valued at $11,
488.39. GDL charged Flambeau $650 for freight and drayage,
which Flambeau paid. Flambeau alleges that the ...