ADDITIONAL CASES Provitas, LLC, Third-Party Plaintiff, v. Quality Ingredients Corporation, Third-Party Defendant; 1:20-CV-476 DECISION & ORDER Before the Court is Third-Party Defendant Quality Ingredients Corporation’s (“QIC”) motion to dismiss the Amended Third-Party Complaint of Defendant/Third-Party Plaintiff Provitas, LLC (“Provitas”). See dkt. # 22. In responding to the motion, Provitas moves to dismiss the case or transfer the litigation to the United States District Court for the District of Minnesota if the Court finds that the Court cannot extend personal jurisdiction over QIC. See dkt. # 35. The parties have briefed the issues and the Court will decide the matter without oral argument. I. BACKGROUND This case arises from an agreement between Plaintiff DSM Nutritional Products, LLC (“DSM”) and Provitas for Provitas to provide DSM with Vitamin D2 to be used in DSM’s vegan products. See Complaint, dkt. # 1. DSM provided a purchase order to Provitas for 500 kilograms of D2 on March 10, 2017. Id. at 9. The purchase order stipulated that the D2 would be delivered to DSM’s facility located at 2105 Technology Drive in Schenectady, New York. Id. at 11. DSM specified to Provitas that the product DSM ordered would be “free of animal-derived ingredients or contaminants.” Id. at 12. DSM intended to use the D2 in a vegan product. Id. Vitamin D2 is not derived from animals and can be “used in vegan products.” Id. at 13. Vitamin D3 can come from animal sources “and is generally unacceptable for vegan-labeled products.” Id. Provided delivered 500 KG of D2 as specified in the order on May 25, 2017 to DSM’s Schenectady, New York, facility. Id. at 14. Expecting that the D2 did not contain any animal-derived products, DSM incorporated that product in DSM’s “manufacturing process, which essentially requires the D2 to be mixed with other ingredients.” Id. at 15. In August 2017, however, Provitas notified DSM that the D2 the Defendant had provided had been “contaminated by certain quantities of animal-derived D3.” Id. at 16. The contaminated D2 had already been added to Plaintiff’s product, which made that product “unusable for its intended purpose.” Id. at 17. After the contamination, Provitas claimed to have undertaken an investigation to resolve the dispute. Id. at 18. Despite this promise, Plaintiff claims, Defendant “continues to refuse to compensate DSM for the damages” that resulted from Provitas’ alleged breach of contract. Id. at 19. That contamination of DSM’s product, the Complaint alleges, has caused $1.8 million in damages. Id. at 20. Provitas has refused to compensate Plaintiff for that damage. Id. at 24. The Complaint contains counts for breach of contract and breach of express warranty and seeks damages in the value of the unusable product. On May 15, 2020, after being served with the Complaint, Provitas filed a third-party complaint that named QIC as Defendant. See dkt. # 10. QIC filed a motion to dismiss that third-party complaint. See dkt. # 18.1 Provitas responded by filing an Amended Third-Party Complaint. See dkt. # 20. QIC moved to dismiss that Amended Third-Party Complaint. See dkt. # 22. That motion is currently before the Court. The Amended Third-Party Complaint acknowledges that DSM claims damages when “106,000 kg of its vegan soy milk product was damaged and rendered unusable as vegan.” Dkt. # 21 at 1. The damage came as a result of contaminated powdered Vitamin D2 mixed into the soy milk. Id. Provitas alleges that, after contracting to deliver the D2 to DSM, Provitas “placed an order with QIC to manufacture the dry Vitamin D2 that was ordered by DSM.” Id. at
13-14. QIC, Provitas contends, “was in the business of manufacturing dry powder products from liquid sources by means of a spray drying process[.]” Id. at 15. QIC produced the dry Vitamin D2 used to fill DSM’s order. Id. Provitas further alleges that QIC manufactured the D2, packaged it “in plastic lined cardboard boxes, labeled the boxes, and shipped them” on May 18, 2017. Id. at 16. DSM alleges, Provitas claims, that DSM only discovered the contaminated D2 after mixing the QIC-manufactured powder into the soy milk product DSM intended to sell. Id. at 17. While Provitas denies any liability and alleges that DSM’s own conduct caused the contamination, Provitas further alleges that “any damages which have been or will be incurred by Provitas” from the contaminated soy milk “were caused by QIC’s” conduct in preparing the D2 that Provitas distributed. Id. at 19. Provitas contends that no Provitas employs were present during the production, packaging, or labeling of the product shipped to DSM. Id. at
