Interdyne Co. v. SYS Computer Corp.

Opinion

KINGSLEY, J.

Plaintiff appeals (pursuant to subd. (e) of § 904.1 of the Code Civ. Proc.) from an order granting the motion of defendant, a foreign corporation, to quash the service of summons on that defendant. For the reasons hereinafter stated, we affirm the order.

Plaintiff is a California corporation, with its principal place of business in Los Angeles County. Defendant is a New York corporation, with its principal place of business in New Jersey. Plaintiff’s principal business is the construction of specialized electronic computer components; defendant is engaged in the manufacture and sale of computers into which such components are incorporated.

The relations between the parties began in 1969, when, in New Jersey, K & J Associates, an authorized sales representative for plaintiff,

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solicited

[510]

an order from defendant. This contact resulted in some other small orders,

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placed through the intermediary of K & J. In 1970, K & J asked plaintiff to submit to defendant a quotation for certain computer equipment.

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That request led to a series of direct communications between plaintiff and defendant, which ultimately resulted in an order for the goods herein involved.

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The negotiations between the parties were carried on by letter and by telephonic communications; they continued over several months and involved changes in the original order and revisions of its terms.

Ultimately, plaintiff shipped to defendant goods which it contends were in satisfaction of the 1970 contract, as finally revised. Payment not having been made, the instant law suit was filed.

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We note, at the outset, that, apart from the contracts with plaintiff, defendant had no California contacts: In the language of an affidavit filed in support of the motion to quash (not contradicted by plaintiff): “SYS, its officers, agents and employees have no offices or residences or places of business in the State of California. SYS has no agent, sales representative, manufacturer’s representative, exclusive agency or exclusive sales outlet, warehouse, stock of merchandise, property, or bank account in the State of California. SYS, its officers, employees and agents do not own any real property in the State of California. . . . [Defendant conducts no local advertising in the State of California, maintains no telephone directory listing in the State of California, and does not solicit actively or otherwise any business in the State of California. The stationery of defendant corporation lists no California office or telephone number for defendant. Defendant has never filed or attempted to file a Statement and Designation and Certificate of Good Standing in order to qualify defendant corporation for the transaction of intrastate business in the State of California.”