Vision Controls/Champ Inc. v. College of Westchester (2010)

MEMORANDUM OF DECISION RE MOTION TO DISMISS # 102

On November 7, 2009, the plaintiff, Vision Controls/Champ, Inc., commenced the present suit by service of process on the defendant, the College of Westchester.   The plaintiff, a corporation organized under the laws of Connecticut and d/b/a Champ Direct Printing Co., with its principal place of business in the city of Milford, Connecticut brought a two-count complaint against the defendant, a corporation organized under the laws of New York, with its principal place of business in the city of White Plains, New York seeking damages for breach of contract and alleging the following.

The plaintiff and the defendant engaged in a course of business for a number of years during which time the plaintiff completed various printing work for the defendant.   On or about October 29, 2008, the defendant “ordered 72,000 specially made plastic envelopes” from the plaintiff.   On or about November 3, 2008, the plaintiff sent samples to the defendant to obtain approval before proceeding with the order.   The plaintiff delivered the specially made envelopes, along with an invoice, to the defendant on or about November 13, 2008.   On November 14, 2008, the defendant informed the plaintiff that it did not want the envelopes and sought to return them.   The defendant has since “neglected and refused to pay” the plaintiff for the 72,000 specially made envelopes.

In count one of its complaint, the plaintiff seeks to recover the full purchase price of the envelopes from the defendant under the Uniform Commercial Code (UCC), General Statutes § 42a-2-709.   In count two, the plaintiff seeks to recover damages pursuant to the UCC, General Statutes § 42a-2-708, because the defendant “initially accepted the conforming goods but nonetheless wrongfully repudiated its acceptance of these envelopes.”

The defendant filed its appearance on December 1, 2009, and filed the present motion to dismiss the plaintiff's cause of action on the ground that the court lacks personal jurisdiction on December 29, 2009.   The defendant also filed a memorandum of law in support with its motion to dismiss.¹  On March 10, 2010, the plaintiff filed an objection and memorandum of law in opposition to the defendant's motion.²  This matter was heard at short calendar on June 15, 2010.

DISCUSSION

“A motion to dismiss ․ properly attacks the jurisdiction of the court, essentially asserting that the plaintiff cannot as a matter of law and fact state a cause of action that should be heard by the court ․ A motion to dismiss tests, inter alia, whether, on the face of the record, the court is without jurisdiction” (Internal quotation marks omitted.)  Caruso v. Bridgeport, 285 Conn. 618, 627, 941 A.2d 266 (2008).  “When a court ․ decides a jurisdictional question raised by a pretrial motion to dismiss, it must consider the allegations of the complaint in their most favorable light ․ The motion to dismiss ․ admits all facts which are well pleaded, invokes the existing record and must be decided upon that alone ․ Where, however ․ the motion is accompanied by supporting affidavits containing undisputed facts, the court may look to their content for determination of the jurisdictional issue ․” (Citation omitted;  internal quotation marks omitted.)  Cogswell v. American Transit Ins. Co., 282 Conn. 505, 516, 923 A.2d 638 (2007).  “If the defendant challenging the court's personal jurisdiction is a foreign corporation or a nonresident individual, it is the plaintiff's burden to prove the court's jurisdiction.”  Id., 515.

In its memorandum of law,³ the defendant argues that it would violate the due process clause for the plaintiff's action to be heard by a Connecticut court because “the defendant is a New York corporation that does not have the minimum required contact with Connecticut to establish personal jurisdiction.”   In particular, the defendant asserts that it “has not purposefully directed its activities at residents of Connecticut, nor has [it] had continuous and systematic general business contacts with Connecticut.”   Furthermore, the defendant contends that it is the plaintiff which “has availed itself of the laws of New York as it has reached into New York to obtain business.”

In response to the defendant's motion to dismiss, the plaintiff counters that it has “sufficiently [pleaded] facts from which the court could find that the parties reached an agreement when [the plaintiff] accepted the [defendant's] order, in Connecticut, and undertook from Connecticut all of the activities that were necessary to complete the order.”   Specifically, the plaintiff argued at short calendar that the applicable longarm statute, General Statutes § 33-929(f)(1), is satisfied where a company in Connecticut makes arrangements for the delivery of goods from its Connecticut headquarters, regardless of whether the goods ever enter Connecticut.   The plaintiff further contends that the requirements of due process are satisfied because the instances of communication between the plaintiff and the defendant are sufficient to create specific jurisdiction over the disputes arising from their contract.⁴  Lastly, the plaintiff maintains that “[s]ince the defendant entered into a contract in Connecticut that would be performed in Connecticut, it should certainly have anticipated that if a breach occurred, it would be brought into a Connecticut court.”

“When a defendant challenges personal jurisdiction in a motion to dismiss, the court must undertake a two-part inquiry to determine the propriety of its exercising such jurisdiction over the defendant.   The trial court must first decide whether the applicable state long-arm statute authorizes the assertion of jurisdiction over the [defendant].   If the statutory requirements [are] met, its second obligation [is] then to decide whether the exercise of jurisdiction over the [defendant] would violate constitutional principles of due process.”   (Internal quotation marks omitted.)  Cogswell v. American Transit Ins. Co., supra, 282 Conn. 514-15.   Therefore, the court must determine first whether § 33-929(f)(1) authorizes jurisdiction over the defendant, and if so, whether the defendant has the requisite minimum contacts with this state to satisfy constitutional due process

A

Longarm Statute

Section 33-929(f) provides, in relevant part, as follows:  “Every foreign corporation shall be subject to suit in this state, by a resident of this state or by a person having a usual place of business in this state, whether or not such foreign corporation is transacting or has transacted business in this state and whether or not it is engaged exclusively in interstate or foreign commerce, on any cause of action arising as follows:  (1) Out of any contract made in this state or to be performed in this state ․”

Cases interpreting General Statutes § 33-929(f) direct the court “to inquire not only into the various elements of the plaintiff's cause of action ․ but also into the totality of contacts which the defendant may have with the forum ․ [I]n enacting [§ 33-929(f) ] ․ the legislature intended to exercise its full constitutional power over foreign corporations in cases falling within one of the designated causes of action.   Under [§ 33-929(f) ], consistent with the constitutional demands of due process, it is the totality of the defendant's conduct and connection with this state that must be considered, on a case by case basis, to determine whether the defendant could reasonably have anticipated being haled into court here.”  (Internal. quotation marks omitted.)  Thomason v. Chemical Bank, 234 Conn. 281, 291, 661 A.2d 595 (1995).  “Several factors are relevant to the consideration of whether an out-of-state defendant has transacted business in Connecticut, including:  (1) whether the defendant has an on-going contractual relationship with a [Connecticut] corporation;  (2) whether the contract was negotiated or executed in [Connecticut] and whether, after executing a contract with a [Connecticut] business, the defendant visited [Connecticut] for the purpose of meeting with parties to the contract regarding the relationship;  (3) what the choice-of-law clause is in any such contract ․ The Connecticut Supreme Court construes transacts any business to embrace a single purposeful business transaction ․” (Internal quotation marks omitted.)   Dime Bank v. Merrill Lynch, Pierce, Fenner & Smith, Inc., Superior Court, complex litigation docket at Stamford Docket No. X05 CV 09 4017091 (January 15.2010, Blawie, J.).   Moreover, “[t]he language of § 33-929(f)(1) does not expressly require contemplated performance in this state by the party over whom jurisdiction is sought ․ There is no indication ․ that the Connecticut legislature intended that the language ‘to be performed in this state’ should be given a limited construction to require performance in this state by the party over whom jurisdiction is sought.   Furthermore, because [§ 33-929] apparently was enacted to extend the scope of Connecticut's service of process ․ it should be construed liberally in favor of that objective.”  (Citation omitted;  internal quotation marks omitted.)   Elstein & Elstein, P.C. v. TrafficCast, Inc., Superior Court, judicial district of Fairfield.   Docket Number CV 05 4011761 (May 24, 2006, Gilardi, J.) (41 Conn. L. Rptr. 388, 389).

“[S]ome federal judges in the District of Connecticut have held that [w]henever a plaintiff has sought to rely on its own performance of the contract in Connecticut to satisfy the long-arm statute, the courts have found jurisdiction only where (1) the contract expressly contemplated or required performance in Connecticut;  or (2) the plaintiff had actually performed its obligations in Connecticut and such performance was the most substantial part of the obligations to be performed under the contract.”  (Emphasis in original;  internal quotation marks omitted.)   Lifecare, Inc. v. Lipton Corporate Child Care Centers;  Inc., Superior Court, judicial district of Ansonia-Milford, Docket No. 07 5004429 (January 11,2008, Levin, J.), quoting General Star Indemnity Co. v. Anheuser-Busch Companies, Inc., United States District Court, Docket No. 3:97 CV 2542(EBB) (D.Conn. August 24, 1998), aff'd, 199 F.3d. 1322 (2d Cir.1999);  see also SDA Laboratories, Inc. v. Hogil Pharmaceutical Corp., Superior Court, judicial district of Stamford-Norwalk at Stamford, Docket No. CV 08 5008828 (January 8, 2010, Tierney, J.T.R.) (49 Conn. L. Rptr. 174).

At oral argument, the plaintiff relied on the decision reached by this court in Santa Buckley Energy v. Blue Sky Holdings, Inc., Superior Court, judicial district of Fairfield, Docket No. CV 09 5021606 (May 27, 2009, Bellis, J.), in opposition to the defendant's motion to dismiss.   In Santa Buckley Energy, the plaintiff, a Connecticut corporation, had contracted through its agent, a Pennsylvania corporation, to furnish natural gas to the defendant, a Massachusetts corporation with its principal place of business in that commonwealth.   The defendant moved to dismiss for, inter alia, lack of personal jurisdiction.

This court engaged in an analysis of the totality of the circumstances to determine whether the plaintiff had satisfied the requirements of § 33-929(1)(1).   I found that the written contract between the plaintiff's agent and the defendant did not require any performance on the part of the plaintiff in Connecticut, but did include a Connecticut choice of law clause.   I found further that the plaintiff arranged from its offices in Bridgeport, on a monthly basis, for natural gas to be provided to the defendant.   I concluded that “[a]s the plaintiff's sole obligation under the terms of this contract was to cause a delivery to arrive at the buyer's utility in Massachusetts, the plaintiff has completed a substantial portion of its performance under the contract, if not its whole performance, in Connecticut.”  Id. (“so long as a plaintiff corporation, from its Connecticut headquarters, arranged for a delivery of goods, the plaintiff corporation ‘performed’ the contract in this state, even if the goods never touched Connecticut”);  see also Thornton & Co., Inc. v. Pennsak, Inc., Superior Court, judicial district of New Britain, Docket No. CV 98 049067 (November 20, 1998, Robinson, J.) (23 Conn. L. Rptr. 532, 534) (“because the plaintiff performed all of its obligations under the agreement, in the state of Connecticut, the statutory requirement of in-state performance for personal jurisdiction is met”).⁵

The present case is similar to Santa Buckley Energy.   In that case, the defendant's agent entered into a written contract with the plaintiff in Connecticut, which contained a Connecticut choice of law clause, and the defendant moved to dismiss the plaintiff's complaint based on its lack of “purposeful Connecticut-related activity.” id.   In Santa Buckley Energy, the plaintiff performed its obligations under the contract from Connecticut, even though the goods that were the subject of the contract were neither produced in, nor did they pass through, Connecticut.   There, the plaintiff's “sole obligation under the terms of [the] contract was to cause a delivery to arrive” at the defendant's out-of state place of business.

In the present case, the plaintiff submitted an affidavit of Klausman, attested to the fact that he had a working relationship with the defendant for a period of fifteen years as the plaintiff's agent.   Based on his personal knowledge, Klausman testified that the plaintiff invoiced forty completed jobs with the defendant between December 2007 and March 2009.   Klausman testified that all of the contracts for goods between the parties were initiated by the defendant's agent through e-mails or telephone calls to him in Milford, Connecticut, and all orders were confirmed at the plaintiff's headquarters in Milford by e-mails, telephone calls and faxes.

Regarding the contract at issue, Klausman testified that the defendant's agent, Bennett, contacted him in October 2008, to inquire about the plaintiff's ability to duplicate a sample envelope.   Klausman further testified that their communications regarding the order included the sending of quotations, orders, and sample envelopes.⁶  Klausman's communications with the defendant bore the plaintiff's Milford business address.   In addition, one such communication, the form that accompanied the plaintiff's proof letter, which was signed by the defendant's agent, included boilerplate that stated, in part, that “payment will be made at the offices of' Visual Controls/Champ Inc.” Moreover, both the quotation and the invoice sent by Klausman to the defendant included the plaintiff's Milford address.

The evidence submitted by the plaintiff suggests that a contract ⁷ was formed through the communications between Klausman, as the plaintiff's agent, and Bennett, as the defendant's agent, in which the plaintiff completed its sole obligation under the contract, i.e., to produce and have shipped 72,000 specially made envelopes to the defendant's place of business in White Plains, New York, from its Connecticut headquarters.   The totality of the defendant's conduct in this case indicates that it had knowledge, through Bennett, that it was assuming an obligation to pay the plaintiff in Connecticut, and that the plaintiff would perform its obligations in Connecticut.   Moreover, based on the longstanding relationship between the parties, the defendant could reasonably have expected to be brought into court in Connecticut.   Therefore, the plaintiff has proved that the requirements of § 33-929(f)(1) have been met.

B

Constitutional Requirement of Due Process

As the plaintiff has satisfied the threshold requirement of compliance with the applicable longarm statute, the court must determine next whether the defendant has the requisite minimum contacts with this state to satisfy constitutional due process.   Constitutional due process requires that “in order to subject a defendant to a judgment in personam, if he be not present within the territory of the forum, he have certain minimum contacts with it such that maintenance of the suit does not ‘offend traditional notions of fair play and substantial justice.’  “ International Shoe Co. v. Washington, 326 U.S. 310, 316, 66 S.Ct. 154, L.Ed. 95 (1945):  “The due process test for personal jurisdiction has two related components:  the minimum contacts inquiry and the reasonableness inquiry.   The court must first determine whether the defendant has sufficient contacts with the forum state to justify the court's exercise of personal jurisdiction.”  (Internal quotation marks omitted.)  Cogswell v. American Transit Ins. Co., supra, 282 Conn. 524.

There are “two types of personal jurisdiction.   Either specific jurisdiction or general jurisdiction can satisfy the constitutional requirement of sufficient minimum contacts between the defendant and the forum.”  (Internal quotation marks omitted.)  Id., 524.  “A state court will have specific jurisdiction over a nonresident defendant whenever the defendant has purposefully directed [its] activities at residents of the forum ․ and the litigation [has] result[ed] from alleged injuries that arise out of or relate to those activities ․ Alternatively, [e]ven when the cause of action does not arise out of or relate to the foreign corporation's activities in the forum State, due process is not offended by a State's subjecting the corporation to its in personam jurisdiction if the defendant has had continuous and systematic general business contacts with the state.”  (Citations omitted;  internal quotation marks omitted.)  Thomason v. Chemical Bank, supra, 234 Conn, 288.

“Whether a given defendant has contacts with the forum state sufficient to satisfy due process is dependent upon the facts of the particular case.   Like any standard that requires a determination of reasonableness, the minimum contacts test of International Shoe Co. [v. Washington, supra, 326 U.S. 316], is not susceptible of mechanical application rather the facts of each case must be weighed to determine whether the requisite affiliating circumstances are present,” (Internal quotation marks omitted.)  Cogswell v. American Transit Ins. Co., supra, 282 Conn, 525.[PAGE 11

In its memorandum of law, the defendant argues that it did not engage in “continuous and systematic general business contacts” with the state of Connecticut to satisfy due process.   In opposition to the motion to dismiss, the plaintiff counters that the contract in this case is sufficient to create specific jurisdiction over the defendant because the defendant purposefully directed its activities to the plaintiff at its Milford, Connecticut headquarters, and the present case arises from those activities.   Accordingly, the plaintiff maintains that since the activities of the defendant regarding the contract at issue in this case comport with traditional notions of fair play and substantial justice, the minimum contacts requirement of due process is satisfied.

The evidence submitted by the plaintiff shows that Bennett reached out to Klausman to solicit an agreement to provide and deliver envelopes to the defendant in New York. The communication from the defendant to the plaintiff's headquarters in Milford indicating an order for 72,000 envelopes from the plaintiff, together with the defendant's obligation to pay the plaintiff at its headquarters in Milford, indicates that the defendant purposefully directed its activities at a corporate resident of the forum.   While it is possible that the aggregate of the course of dealings between these two parties might not arise to the level of continuous and systematic contact with Connecticut that would give rise to general jurisdiction, it is clear that the contractual relationship between the parties gives rise to specific jurisdiction over the defendant.   Therefore, the minimum contacts requirement of International Shoe Co. v. Washington, supra, 326 U.S. 316, is satisfied.

“Once minimum contacts have been established, [t]he second stage of the due process inquiry asks whether the assertion of personal jurisdiction comports with traditional notions of fair play and substantial justice-that is, whether it is reasonable under the circumstances of the particular case.”  (Internal quotation marks omitted.)  Cogswell v. American Transit Ins. Co., supra, 282 Conn. 525.  “While the exercise of jurisdiction is favored where the plaintiff has made a threshold showing of minimum contacts at the first stage of the inquiry, it may be defeated where the defendant presents a compelling case that the presence of some other considerations would render jurisdiction unreasonable.”  (Internal quotation marks omitted.)  Id., 525.  “[T]he court must evaluate the following factors as part of this reasonableness analysis:  (1) the burden that the exercise of jurisdiction will impose on the defendant;  (2) the interests of the forum state in adjudicating the case;  (3) the plaintiff's interest in obtaining convenient and effective relief;  4) the interstate judicial system's interest in obtaining the most efficient resolution of the controversy;  and (5) the shared interest of the states in furthering substantive social policies.”  (Internal quotation marks omitted.)   Panganiban v. Panganiban, supra, 54 Conn.App. 640.

The defendant's memorandum of law in support of its motion to dismiss does not address the second prong of the due process test.   At short calendar, the defendant argued, however, that it would be unfair for it to be subject to the jurisdiction of the Connecticut courts because the defendant might wish to implead Poly-Pak Industries, and a Connecticut court would lack the power to subpoena Poly-Pak Industries and its members because it is a New York Corporation.   The plaintiff countered that it would be fair to subject the defendant to an action in the Connecticut courts because the defendant entered into a contract that would require the plaintiff to perform its obligations in Connecticut.

The defendant has not provided any evidence in its affidavit relating to the issue of Poly-Pak Industries as a potential party.   Moreover, Poly-Pak Industries has not been impleaded in this action, and the defendant's assertion that it may implead is no sufficient to demonstrate an unreasonable burden.   See also Santa Buckley Energy v. Blue Sly Holdings, Inc., supra, Superior Court, Docket No. CV 095021606 (expense of litigating a civil action out-of-state not unfair where defendant could have reasonably foreseen being haled into court there.)   Thus, the interest of Connecticut in adjudicating this case and the plaintiff's interest in obtaining relief outweigh any potential burden that the defendant might face in litigating in a Connecticut court.

Here, it is not unfair for a Connecticut court to assert personal jurisdiction over the defendant as the complaint alleges that the defendant's agent reached out to the plaintiff's agent in Connecticut for the sale of specially made envelopes and, subsequently, breached the contract by neglecting and refusing to pay the plaintiff for them.   By ordering the envelopes from the plaintiff, the defendant could have reasonably anticipated that the plaintiff would perform its obligations under the contract in Connecticut.   Therefore, the fairness prong of the due process test is satisfied inasmuch as it is reasonably foreseeable that the plaintiff would seek redress in the Connecticut courts.

CONCLUSION

For the foregoing reasons, the defendant's motion to dismiss the plaintiff's cause of action for lack of personal jurisdiction is denied.

BELLIS, S.

FOOTNOTES

FN1. In support of its motion and memorandum, the defendant filed an affidavit of Mary Bennett, an employee of the defendant for three years as a media resource assistant..  FN1. In support of its motion and memorandum, the defendant filed an affidavit of Mary Bennett, an employee of the defendant for three years as a media resource assistant.

FN2. In support of the plaintiff's objection, the plaintiff submitted an affidavit of Mike Klausman, a salesman who works for the plaintiff.   Appended to Klausman's affidavit are several documents, which Klausman authenticated in his affidavit as true and accurate copies:  (1) a price quote from Poly-Pak Industries to the plaintiff, dated October 29, 2008, giving a quote for 72,000 envelopes, (2) a copy of an e-mail sent by Bennett to Klausman stating an order for 72,000 envelopes, (3) a copy of the plaintiff's work order for 72,000 envelopes, (4) a quotation made by the plaintiff and sent to the defendant dated November 3, 2008. confirming the quantity of envelopes, their description and a price of $9,123.60, (5) a copy of the proof letter sent by the plaintiff to the defendant for the defendant's approval on November 3, 2008, (6) a copy of the purchase order between the plaintiff and Poly-Pak Industries, which was to produce the envelopes for the defendant's order, (7) a copy of an e-mail of November 4, 2008 from Bennett to Klausman confirming that the proof envelope was acceptable, (8) a copy of the invoice made on November 11, 2008 from Poly-Pak Industries to the plaintiff for the production of the envelopes, stating an amount of $5,866.24, (9) a copy of an e-mail of November 12, 2008 from Bennett to Klausman requesting confirmation of delivery of the envelopes for the next day, and (10) an invoice dated November 13, 2008 from the plaintiff to the defendant for $9,123.84..  FN2. In support of the plaintiff's objection, the plaintiff submitted an affidavit of Mike Klausman, a salesman who works for the plaintiff.   Appended to Klausman's affidavit are several documents, which Klausman authenticated in his affidavit as true and accurate copies:  (1) a price quote from Poly-Pak Industries to the plaintiff, dated October 29, 2008, giving a quote for 72,000 envelopes, (2) a copy of an e-mail sent by Bennett to Klausman stating an order for 72,000 envelopes, (3) a copy of the plaintiff's work order for 72,000 envelopes, (4) a quotation made by the plaintiff and sent to the defendant dated November 3, 2008. confirming the quantity of envelopes, their description and a price of $9,123.60, (5) a copy of the proof letter sent by the plaintiff to the defendant for the defendant's approval on November 3, 2008, (6) a copy of the purchase order between the plaintiff and Poly-Pak Industries, which was to produce the envelopes for the defendant's order, (7) a copy of an e-mail of November 4, 2008 from Bennett to Klausman confirming that the proof envelope was acceptable, (8) a copy of the invoice made on November 11, 2008 from Poly-Pak Industries to the plaintiff for the production of the envelopes, stating an amount of $5,866.24, (9) a copy of an e-mail of November 12, 2008 from Bennett to Klausman requesting confirmation of delivery of the envelopes for the next day, and (10) an invoice dated November 13, 2008 from the plaintiff to the defendant for $9,123.84.

FN3. The defendant limits its argument to the due process analysis for determining personal jurisdiction..  FN3. The defendant limits its argument to the due process analysis for determining personal jurisdiction.

FN4. The plaintiff also argues in its objection that the affidavit of Mary Bennett states “in conclusory fashion that the defendant ‘has not had continuous and systematic general business contacts with the state of Connecticut.’   But the factual background of the parties' long commercial relationship contradicts this assertion.' “.  FN4. The plaintiff also argues in its objection that the affidavit of Mary Bennett states “in conclusory fashion that the defendant ‘has not had continuous and systematic general business contacts with the state of Connecticut.’   But the factual background of the parties' long commercial relationship contradicts this assertion.' “

FN5. But see SDA Laboratories, Inc. v. Hogil Pharmaceutical Corp., supra, Superior Court.   Docket No. CV 08 5008828 (granting defendant's motion to dismiss for lack of personal jurisdiction applying factors adopted by Federal District Court for the District of Connecticut;  court found that plaintiff performed contract for goods in Connecticut, but that most substantial part of its obligations, producing, packing and shipping to out-of-slate defendant, did not take place in Connecticut)..  FN5. But see SDA Laboratories, Inc. v. Hogil Pharmaceutical Corp., supra, Superior Court.   Docket No. CV 08 5008828 (granting defendant's motion to dismiss for lack of personal jurisdiction applying factors adopted by Federal District Court for the District of Connecticut;  court found that plaintiff performed contract for goods in Connecticut, but that most substantial part of its obligations, producing, packing and shipping to out-of-slate defendant, did not take place in Connecticut).

FN6. As noted in footnote 2, these documents were all submitted and authenticated by the plaintiff.   Bennett's affidavit, however, does not provide any information that would contradict these statements.   Rather, Bennett's affidavit contains unsupported legal conclusions that the defendant has not directed its business activities at the residents of the state of Connecticut and has not maintained continuous and systematic business contacts with the state of Connecticut..  FN6. As noted in footnote 2, these documents were all submitted and authenticated by the plaintiff.   Bennett's affidavit, however, does not provide any information that would contradict these statements.   Rather, Bennett's affidavit contains unsupported legal conclusions that the defendant has not directed its business activities at the residents of the state of Connecticut and has not maintained continuous and systematic business contacts with the state of Connecticut.

FN7. At oral argument, the defendant admitted that a contract existed between it and the plaintiff..  FN7. At oral argument, the defendant admitted that a contract existed between it and the plaintiff.

Bellis, Barbara N., J.