{ "id": 349596, "name": "RUPRECHT COMPANY, Plaintiff-Appellee, v. SYSCO FOOD SERVICES OF SEATTLE, INC., Defendant-Appellant (Budreck Truck Lines, Defendant)", "name_abbreviation": "Ruprecht Co. v. Sysco Food Services of Seattle, Inc.", "decision_date": "1999-11-30", "docket_number": "No. 1\u201498\u20143917", "first_page": "113", "last_page": "124", "citations": [ { "type": "official", "cite": "309 Ill. App. 3d 113" } ], "court": { "name_abbreviation": "Ill. App. Ct.", "id": 8837, "name": "Illinois Appellate Court" }, "jurisdiction": { "id": 29, "name_long": "Illinois", "name": "Ill." }, "cites_to": [ { "cite": "421 N.E.2d 231", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1981, "pin_cites": [ { "parenthetical": "court disregarded plaintiffs affidavit where it was not based on personal knowledge and it did not affirmatively show that plaintiff, if sworn as a witness, could competently testify to facts alleged in the affidavit" } ], "opinion_index": 0 }, { "cite": "96 Ill. App. 3d 243", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 12128413 ], "year": 1981, "pin_cites": [ { "page": "249", "parenthetical": "court disregarded plaintiffs affidavit where it was not based on personal knowledge and it did not affirmatively show that plaintiff, if sworn as a witness, could competently testify to facts alleged in the affidavit" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/96/0243-01" ] }, { "cite": "596 N.E.2d 212", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1992, "opinion_index": 0 }, { "cite": "231 Ill. App. 3d 339", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 5203130 ], "year": 1992, "pin_cites": [ { "page": "343-44" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/231/0339-01" ] }, { "cite": "550 N.E.2d 645", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1990, "opinion_index": 0 }, { "cite": "193 Ill. App. 3d 767", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 2497066 ], "weight": 2, "year": 1990, "pin_cites": [ { "page": "773" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/193/0767-01" ] }, { "cite": "62 L. Ed. 2d 490", "category": "reporters:federal", "reporter": "L. Ed. 2d", "case_ids": [ 11306135 ], "weight": 2, "year": 1980, "pin_cites": [ { "page": "498" }, { "page": "564" } ], "opinion_index": 0, "case_paths": [ "/us/444/0286-01" ] }, { "cite": "444 U.S. 290", "category": "reporters:federal", "reporter": "U.S.", "year": 1980, "pin_cites": [ { "page": "292" } ], "opinion_index": 0 }, { "cite": "628 N.E.2d 990", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1993, "pin_cites": [ { "parenthetical": "\"Defendant's activities of maintaining the contractual relationship through its telephone and fax purchase orders is sufficient to satisfy [minimum contacts] requirements\"" } ], "opinion_index": 0 }, { "cite": "256 Ill. App. 3d 721", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 5383839 ], "year": 1993, "pin_cites": [ { "page": "725", "parenthetical": "\"Defendant's activities of maintaining the contractual relationship through its telephone and fax purchase orders is sufficient to satisfy [minimum contacts] requirements\"" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/256/0721-01" ] }, { "cite": "471 U.S. 462", "category": "reporters:federal", "reporter": "U.S.", "case_ids": [ 6205101 ], "weight": 18, "year": 1985, "pin_cites": [ { "page": "471-72" }, { "page": "540" }, { "page": "2181-82" }, { "page": "472" }, { "page": "540-41" }, { "page": "2182" }, { "page": "472" }, { "page": "540-41" }, { "page": "2182" }, { "page": "478" }, { "page": "544" }, { "page": "2185" }, { "page": "475-76" }, { "page": "542-43" }, { "page": "2183-84" }, { "page": "474" }, { "page": "541" }, { "page": "2183" } ], "opinion_index": 0, "case_paths": [ "/us/471/0462-01" ] }, { "cite": "311 U.S. 457", "category": "reporters:federal", "reporter": "U.S.", "case_ids": [ 6141572 ], "weight": 3, "year": 1940, "pin_cites": [ { "page": "463" }, { "page": "283" }, { "page": "343" } ], "opinion_index": 0, "case_paths": [ "/us/311/0457-01" ] }, { "cite": "326 U.S. 310", "category": "reporters:federal", "reporter": "U.S.", "case_ids": [ 6157001 ], "weight": 9, "year": 1945, "pin_cites": [ { "page": "316" }, { "page": "102" }, { "page": "158" }, { "page": "320" }, { "page": "104" }, { "page": "160" }, { "page": "317" }, { "page": "102" }, { "page": "158" } ], "opinion_index": 0, "case_paths": [ "/us/326/0310-01" ] }, { "cite": "572 N.E.2d 353", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1991, "opinion_index": 0 }, { "cite": "213 Ill. App. 3d 675", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 2606132 ], "weight": 2, "year": 1991, "pin_cites": [ { "page": "679" }, { "page": "680-81" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/213/0675-01" ] }, { "cite": "565 N.E.2d 1302", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1990, "opinion_index": 0 }, { "cite": "141 Ill. 2d 244", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 3238267 ], "weight": 3, "year": 1990, "pin_cites": [ { "page": "271" }, { "page": "275" }, { "page": "275" } ], "opinion_index": 0, "case_paths": [ "/ill-2d/141/0244-01" ] }, { "cite": "701 N.E.2d 105", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1998, "opinion_index": 0 }, { "cite": "299 Ill. App. 3d 522", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 221470 ], "weight": 2, "year": 1998, "pin_cites": [ { "page": "531" }, { "page": "531" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/299/0522-01" ] }, { "cite": "666 N.E.2d 866", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1996, "opinion_index": 0 }, { "cite": "281 Ill. App. 3d 854", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 150215 ], "year": 1996, "pin_cites": [ { "page": "858" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/281/0854-01" ] }, { "cite": "695 N.E.2d 518", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1998, "opinion_index": 0 }, { "cite": "296 Ill. App. 3d 520", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 222640 ], "weight": 6, "year": 1998, "pin_cites": [ { "page": "523" }, { "page": "523" }, { "page": "523" }, { "page": "523" }, { "page": "523-24" }, { "page": "524" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/296/0520-01" ] } ], "analysis": { "cardinality": 1037, "char_count": 25044, "ocr_confidence": 0.768, "pagerank": { "raw": 1.226415861750368e-07, "percentile": 0.604664789337139 }, "sha256": "d430670ad74e5c3fce81545f0346ea8a98f4641e2a8f1141e2ddc015f44a2890", "simhash": "1:b4ca77f6ef08f6a1", "word_count": 3999 }, "last_updated": "2023-07-14T20:36:09.526568+00:00", "provenance": { "date_added": "2019-08-29", "source": "Harvard", "batch": "2018" }, "casebody": { "judges": [], "parties": [ "RUPRECHT COMPANY, Plaintiff-Appellee, v. SYSCO FOOD SERVICES OF SEATTLE, INC., Defendant-Appellant (Budreck Truck Lines, Defendant)." ], "opinions": [ { "text": "JUSTICE McNULTY\ndelivered the opinion of the court:\nSysco Food Services of Seattle, Inc. (Sysco), a Delaware corporation, filed a petition for leave to appeal from an order of the circuit court denying Sysco\u2019s motion to quash service of process upon it for lack of personal jurisdiction. We find that the circuit court should have held an evidentiary hearing to determine the nature of the transaction between the parties in order to decide whether the court could exercise jurisdiction over Sysco. Accordingly, we reverse and remand for further proceedings.\nRuprecht Company (Ruprecht), an Illinois corporation, engaged in the meat wholesale business, filed a complaint for breach of contract against Sysco, a marketer and distributor of food-service products, and Budreck Truck Lines, Inc. (Budreck). In count I of the complaint, Ru-precht alleged that it furnished cartons of fresh meat to Sysco as ordered and that Sysco refused to pay the invoices for the meat. In count II of the complaint, Ruprecht alleged that it entrusted the cartons of meat to Budreck for shipment to Sysco and that Budreck failed to deliver the meat in good condition. Ruprecht sought to recover $30,000, the value of the cartons of meat, from Sysco and Budreck.\nSysco filed a special and limited appearance and a motion to quash service of process upon it for lack of personal jurisdiction. Sysco attached to its motion the affidavit of David Valentine, Sysco\u2019s vice-president of finance, wherein he stated that Sysco did not: (1) have any agents, employees, sales representatives or officers in Illinois; (2) hold any licenses, certificates or permits to conduct any business or other transactions in Illinois; (3) use or possess any real estate in Illinois; (4) own or possess a general place of business, a satellite office or any other facility, building or other improvement to real property in Illinois; (5) have a phone number or mailing address in Illinois; or (6) advertise in Illinois. Valentine averred that the terms of the invoices for the meat were \u201cF.O.B. Kent, Washington,\u201d and that, thus, the risk of loss passed within the State of Washington. Lastly, Valentine stated that no agent of Sysco had ever met with Ruprecht in Illinois.\nRuprecht filed a response to Sysco\u2019s motion to quash summons to which Ruprecht attached the affidavit of its employee Walter E. Som-mers. In his affidavit, Sommers stated that Sysco required Ruprecht to set up a vendor account with Sysco. It faxed Ruprecht a \u201cNew Product Information Form,\u201d a \u201cHold Harmless Agreement,\u201d a \u201cNew Vendor Information Form,\u201d and an \u201cEEOC Certificate of Compliance\u201d to complete before Sysco would make a purchase. In addition, he claimed that Catherine Kayser, Sysco\u2019s vice-president of multi-unit sales, telephoned Ruprecht three times in Chicago to set up the vendor account.\nSommers then stated that on April 6, 1998, Sysco faxed Ruprecht a purchase order for approximately 702 pounds of prime steak ready strips, 882 pounds of prime 190A beef tenderloin, and 156 pounds of prime top sirloin complete center cut. On April 13, 1998, Sysco faxed Ruprecht another purchase order for approximately 634 pounds of prime steak ready strips, 875 pounds of prime 190A beef tenderloin, and 165 pounds of prime top sirloin complete center cut. Sommers explained that to produce the prime steak ready strips, Ruprecht\u2019s butchers trimmed strip steaks leaving only a one-eighth-inch fat cover and less than a one-inch tail. The order of prime 190A beef tenderloin entailed resizing the meat to less than five pounds apiece and packing 10 pieces in each box. To produce the prime top sirloin complete center cut, Ruprecht\u2019s butchers trimmed all fat from the meat, resulting in 65% waste, and packed six pieces of meat, each approximately eight pounds, in each box. Sommers stated that Ruprecht produced all the items Sysco ordered according to Sysco\u2019s strict specifications. Prior to Sysco\u2019s order, Ruprecht had never sold prime top sirloin complete center cut. Lastly, Sommers stated that all of the modifications required by Sysco were done in Ruprecht\u2019s Chicago plant, after which the meat was shipped to Sysco in Seattle.\nSysco then filed the affidavits of Kayser and Paul Opray, Sysco\u2019s meat buyer, in support of its motion to quash service of process. In her affidavit, Kayser stated that, in late March or early April 1998, she spoke on the telephone to Bob Christiansen, a multi-unit sales representative for Sysco Food Services of Portland, Inc. (Sysco-Portland), and discussed a meeting he had attended in Portland, Oregon, with Sommers, Chris Westcott, regional manager of McCormick and Schmick\u2019s (McCormick), and other representatives of McCormick and Sysco Food Services. Sysco-Portland provides food service products to various McCormick restaurants in the Portland area. Kayser maintained that Sommers had traveled from Chicago in order to meet with the McCormick and Sysco-Portland representatives and discuss the specific types of products and product packaging that Ruprecht provided.\nKayser then stated that, after the meeting, Westcott telephoned her to discuss Sysco\u2019s obtaining Ruprecht\u2019s meats for McCormick\u2019s Seattle-area restaurants and requested that she call Sommers about Ruprecht\u2019s products. After speaking to Westcott, Kayser then called Christiansen to discuss the meeting in Portland and Sysco\u2019s possible arrangement with McCormick. Kayser then telephoned Sommers in Chicago to tell him that Opray would contact him to place an order. Kayser averred that this was her only conversation with Sommers and that she did not speak with any other Ruprecht representative.\nIn his affidavit, Opray stated that he telephoned Sommers in Chicago to obtain some basic information used to complete vendor forms required by Sysco, including a certificate of insurance and a hold harmless agreement. Sysco required all food-service suppliers to provide such information \u2014 even if Sysco only expected to order products from the vendor once or on a limited basis. After this initial telephone call, Opray and Sommers spoke on the phone briefly about two or three more times in order to finalize the vendor forms. Some of the calls were initiated by Opray and some by Sommers.\nOpray claims that he did not spend much time discussing the meat products Sysco was going to order because Sommers had already established the specifications and packaging with McCormick at the Portland meeting. Opray simply obtained a description of the products from Sommers and entered the information into Sysco\u2019s product database so that he could generate a purchase-order form. Opray stated that although the meat products at issue were high quality, they were common prime cuts of beef that were available in many fine dining restaurants and steak houses and that dining establishments with a prime-beef program such as McCormick\u2019s required specifications similar or identical to the specifications for the products ordered from Ruprecht. Lastly, Opray stated that he could obtain identical products from several meat companies in the Seattle market and that meat companies, such as Ruprecht, prepare these products on a daily basis.\nAs noted above, the circuit court denied Sysco\u2019s motion to quash service of process. The court did so without holding an evidentiary hearing. It then ordered that Sysco file an answer to the complaint or otherwise plead.\nOn appeal, Ruprecht maintains that the circuit court properly exercised jurisdiction over Sysco pursuant to the following portion of Illinois\u2019 long-arm statute:\n\u201c(a) Any person, whether or not a citizen or resident of this State, who in person or through an agent does any of the acts hereinafter enumerated, thereby submits such person, and, if an individual, his or her personal representative, to the jurisdiction of the courts of this State as to any cause of action arising from the doing of any of such acts:\n(1) The transaction of any business within this State;\n* * *\n(7) The making or performance of any contract or promise substantially connected with this State.\u201d 735 ILCS 5/2 \u2014 209 (West 1996).\nSysco contends that Ruprecht failed to meet its burden to establish personal jurisdiction because Sysco did not transact business in Illinois and was merely a passive purchaser of goods from Ruprecht. Sysco also argues that it did not have the minimum contacts with Illinois that would justify exercise of jurisdiction over a nonresident consistent with the due process clause of the fourteenth amendment. U.S. Const., amend. XIV\nSince the circuit court did not hold an evidentiary hearing on Sysco\u2019s motion attacking its jurisdiction, our review of the issue is de novo. Stein v. Rio Parismina Lodge, 296 Ill. App. 3d 520, 523, 695 N.E.2d 518 (1998); International Business Machines Corp. v. Martin Property & Casualty Insurance Agency, Inc., 281 Ill. App. 3d 854, 858, 666 N.E.2d 866 (1996). For this appeal, Ruprecht carries the burden of establishing a prima facie basis for personal jurisdiction through the pleadings, documents and affidavits. TCA International, Inc. v. B&B Custom Auto, Inc., 299 Ill. App. 3d 522, 531, 701 N.E.2d 105 (1998). Since Ruprecht and Sysco both submitted affidavits to the circuit court, we will resolve conflicts between Sysco\u2019s affidavits and Ruprecht\u2019s pleadings and affidavit in Ruprecht\u2019s favor for purposes of determining whether Ruprecht. has made a prima facie case for in personam jurisdiction. Stein, 296 Ill. App. 3d at 523.\nIf we find that Ruprecht has made a prima facie case for in personam jurisdiction, we must determine whether Sysco\u2019s affidavits present grounds for a finding that personal jurisdiction does not exist. If so, we must remand to the circuit court for an evidentiary hearing. TCA International, 299 Ill. App. 3d at 531; Stein, 296 Ill. App. 3d at 523. It is not the function of this court, but that of the trial court, to weigh the evidence presented by the parties. As we stated in Stein:\n\u201cIf the plaintiffs documentary evidence, including affidavits and depositions, contradicts the defendant\u2019s evidence on issues of fact that will determine whether the court has personal jurisdiction, the trial court must hear the testimony, evaluate its credibility, and resolve any material conflicts in the evidence. 735 ILCS 5/2 \u2014 301(b) (West 1994).\u201d Stein, 296 Ill. App. 3d at 523.\nAfter the trial court holds an evidentiary hearing, this court should defer to the trial court\u2019s findings, reversing the trial court\u2019s determination only if it is contrary to the manifest weight of the evidence. Stein, 296 Ill. App. 3d at 523-24.\nWhen determining whether the exercise of jurisdiction is proper over a nonresident defendant, the court applies a two-step test: (1) whether the facts of the case satisfy the statutory requirements of the long-arm statute and (2) whether jurisdiction is permissible under due process standards. Rollins v. Ellwood, 141 Ill. 2d 244, 271, 565 N.E.2d 1302 (1990). The court\u2019s analysis may begin with either step. Stein, 296 Ill. App. 3d at 524.\nAlthough both the state and the federal constitutions contain due process guarantees, they are not coextensive. Rollins, 141 Ill. 2d at 275. Federal due process outlines a state\u2019s outer jurisdictional limits (Ideal Insurance Agency, Inc. v. Shipyard Marine, Inc., 213 Ill. App. 3d 675, 679, 572 N.E.2d 353 (1991)), requiring that a nonresident defendant have \u201ccertain minimum contacts with [the forum state] such that the maintenance of the suit does not offend \u2018traditional notions of fair play and substantial justice\u2019 \u201d (International Shoe Co. v. Washington, 326 U.S. 310, 316, 90 L. Ed. 95, 102, 66 S. Ct. 154, 158 (1945), quoting Milliken v. Meyer, 311 U.S. 457, 463, 85 L. Ed. 278, 283, 61 S. Ct. 339, 343 (1940)). Illinois due process, however, dictates that a court may assert jurisdiction over a nonresident defendant only when \u201cit is fair, just, and reasonable to require a nonresident defendant to defend an action in Illinois, considering the quality and nature of the defendant\u2019s acts which occur in Illinois or which affect interests located in Illinois.\u201d Rollins, 141 Ill. 2d at 275.\nWe first consider whether exercise of jurisdiction over Sysco is permissible under the federal due process clause. In Burger King Corp. v. Rudzewicz, 471 U.S. 462, 471-72, 85 L. Ed. 2d 528, 540, 105 S. Ct. 2174, 2181-82 (1985), the Supreme Court explained that, under the due process clause, a court may exercise jurisdiction only over a defendant whose \u201ccontacts, ties, or relations\u201d in a state sufficiently provided fair warning that the defendant\u2019s activities may subject him to suit there. \u201c[T]his \u2018fair warning\u2019 requirement is satisfied if the defendant has \u2018purposefully directed\u2019 his activities at residents of the forum, [citation], and the litigation results from alleged injuries that \u2018arise out of or relate to\u2019 those activities [citation].\u201d Burger King, 471 U.S. at 472, 85 L. Ed. 2d at 540-41, 105 S. Ct. at 2182. This requirement permits nonresidents to structure their conduct with some degree of assurance as to whether they will be liable to suit in Illinois. Burger King, 471 U.S. at 472, 85 L. Ed. 2d at 540-41, 105 S. Ct. at 2182.\nWhile a resident\u2019s contract with a nonresident does not automatically establish minimum contacts in the resident\u2019s forum state (Burger King, 471 U.S. at 478, 85 L. Ed. 2d at 544, 105 S. Ct. at 2185), minimum contacts are satisfied when a nonresident \u201cdeliberately\u201d has engaged in significant activities within the forum state or has established \u201ccontinuing obligations\u201d with residents of the forum state (Burger King, 471 U.S. at 475-76, 85 L. Ed. 2d at 542-43, 105 S. Ct. at 2183-84). \u201c[T]he Due Process Clause may not readily be wielded as a territorial shield to avoid interstate obligations that have been voluntarily assumed.\u201d Burger King, 471 U.S. at 474, 85 L. Ed. 2d at 541, 105 S. Ct. at 2183.\nApplying these principles to the case at bar, and construing the documentary evidence in favor of Ruprecht, we conclude that Ruprecht has made a prima facie showing that Sysco purposefully directed its activities at an Illinois corporation. Sysco placed two orders of meat with Ruprecht. Sysco prepared the orders for the meat and faxed them to Ruprecht in Chicago. Sysco required that Ruprecht complete a number of documents prior to purchasing any meat from Ruprecht. Sysco\u2019s employee called Ruprecht in Chicago to explain the documents and obtain the information Sysco required. See Autotech Controls Corp. v. K.J. Electric Corp., 256 Ill. App. 3d 721, 725, 628 N.E.2d 990 (1993) (\u201cDefendant\u2019s activities of maintaining the contractual relationship through its telephone and fax purchase orders is sufficient to satisfy [minimum contacts] requirements\u201d).\nSince we have determined that Ruprecht has presented a prima facie showing that Sysco purposefully established minimum contacts with Illinois, we now must ascertain whether an assertion of jurisdiction would conform with \u201cfair play and substantial justice.\u201d International Shoe, 326 U.S. at 320, 90 L. Ed. at 104, 66 S. Ct. at 160. The relationship between Sysco and Illinois must be such that \u201cit [is] reasonable *** to require the corporation to defend the particular suit which is brought there.\u201d International Shoe, 326 U.S. at 317, 90 L. Ed. at 102, 66 S. Ct. at 158. In determining whether it is reasonable, we may consider the following factors: (1) Illinois\u2019 interest in adjudicating the dispute, (2) Ruprecht\u2019s interest in obtaining convenient and effective relief, (3) the interstate judicial system\u2019s interest in obtaining the most effective resolution of controversies, and (4) the states\u2019 shared interest in furthering social policies. World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 290, 292, 62 L. Ed. 2d 490, 498, 100 S. Ct. 559, 564 (1980).\nIn Chalek v. Klein, 193 Ill. App. 3d 767, 550 N.E.2d 645 (1990), this court adopted the distinction between active purchasers and passive purchasers used in cases from other jurisdictions to determine when it is fair and reasonable to require that a nonresident defend an action in a forum state. We summarized this approach as follows:\n\u201c[I]f the nonresident buyer is a passive party who merely places an order by mail, telephone, or to a salesperson and accepts the seller\u2019s price as stated in advertising or other forms of solicitation, the courts of the seller State will not .be able to exercise in personam jurisdiction over the buyer. [Citations.] If the buyer departs from a passive role by dictating or vigorously negotiating contract terms or by inspecting production facilities, the unfairness which would be associated with the exercise of long arm jurisdiction over that buyer dissipates, and he or she will be subject to personal jurisdiction in the courts of the seller\u2019s State. [Citation.]\nThe type of conduct which would characterize an active purchaser is far more typical in dealings between major business organizations than in transactions in which a consumer or even a small shopkeeper is the purchaser. [Citation.] Distinguishing between active and passive purchasers therefore protects the ordinary mail order consumer who merely orders an item of merchandise from a company in a distant State from having to submit to the jurisdiction of the courts of that State while at the same time it protects sellers who manufacture custom-built products according to a nonresident buyer\u2019s specifications.\u201d Chalek, 193 Ill. App. 3d at 773.\nReading the documentary evidence in the light most favorable to Ruprecht, we believe Ruprecht has presented a prima facie case that Sysco was an active purchaser of goods from an Illinois seller. Both of Sysco\u2019s meat orders required that Ruprecht produce certain cuts of meat according to Sysco\u2019s specifications. Sommers states in his affidavit that Ruprecht had never before sold one cut of the kind of meat that Sysco ordered. Sysco also specified in detail the packaging that it wanted Ruprecht to use for the meat. Lastly, the prices listed on Sysco\u2019s orders and on Ruprecht\u2019s invoices differ, with some of the prices being higher and one lower. This indicates that the parties may have actively negotiated the price of the different cuts of meat.\nSysco may not claim surprise at being called to defend an action in Illinois for the nonpayment of goods that it required Ruprecht to produce according to specifications. Ruprecht has an interest in obtaining convenient and effective relief for Sysco\u2019s failure to pay. Illinois also has an interest in making sure that its citizens are paid for goods that they manufacture.\nOur decision in Chalek now is read in conjunction with Rollins-, therefore, the distinction between passive and active purchasers also applies to whether it is fair, just, and reasonable to assert jurisdiction over a nonresident defendant as required by the Illinois Constitution. G.M. Signs, Inc. v. Kirn Signs, Inc., 231 Ill. App. 3d 339, 343-44, 596 N.E.2d 212 (1992). We have already established that Ruprecht made a prima facie showing that Sysco was an active purchaser. Further, we have outlined above the quality and nature of Sysco\u2019s acts that occurred in Illinois or that affected interests located in Illinois. We believe these facts establish that Ruprecht has made a prima -facie showing it is fair, just, and reasonable to require Sysco to defend an action in Illinois.\nWe now consider whether Ruprecht made a prima facie showing that the circuit court could assert personal jurisdiction over Sysco by means of the Illinois long-arm statute. Sysco entered into two contracts with an Illinois resident for the sale of meat produced according to Sysco\u2019s specifications. The modifications required by Sysco were made at Ruprecht\u2019s plant in Illinois, and the meat was shipped from Illinois. In light of the documentary evidence, we believe Rupre-cht has made a prima facie showing that Sysco entered into a contract substantially connected with Illinois.\nWe believe also that Ruprecht has made a prima facie showing that Sysco transacted business in Illinois. In Ideal Insurance, 213 Ill. App. 3d at 680-81, we summarized the factors to be considered in determining whether a defendant has transacted business in Illinois:\n\u201cTo constitute the \u2018transaction of any business\u2019 within this State, a defendant must voluntarily seek the benefits and protections of the laws of this State. [Citation.] Section 2 \u2014 209(a)(1) requires, essentially, that a plaintiffs claim he in the wake of the commercial activities by which the defendant allegedly submitted to the jurisdiction of Illinois courts. [Citation.] Only the acts of the defendant are considered when determining whether business was transacted in Illinois. [Citation.]\nThe determination of whether a defendant sufficiently transacted business in Illinois so as to avail himself of the benefits of Illinois law requires consideration of several factors, including who initiated the transaction, where the contract was entered into, and where the performance of the contract was to take place. [Citation.] While none of these factors is by itself controlling, each of them is significant ***.\u201d\nIn the case at bar, Kayser telephoned Sommers in Chicago and told him that Opray would contact him to place an order. Opray then contacted Sommers to obtain certain information Sysco required of all new vendors. Thus, it seems that Sysco initiated the transactions at issue. In her affidavit, Kayser stated that Sommers attended a meeting in Portland to market Ruprecht\u2019s products to McCormick and Sysco-Portland. She stated further that she contacted Sommers when asked to do so by Westcott. However, her affidavit indicates that she did not attend the meeting; therefore, she does not have personal knowledge as to who attended the meeting, who initiated the meeting, and the purpose of the meeting. We cannot take Kayser\u2019s statements regarding the meeting as true. See Kutner v. DeMasa, 96 Ill. App. 3d 243, 249, 421 N.E.2d 231 (1981) (court disregarded plaintiffs affidavit where it was not based on personal knowledge and it did not affirmatively show that plaintiff, if sworn as a witness, could competently testify to facts alleged in the affidavit).\nSysco faxed the orders to Ruprecht in Illinois. Ruprecht accepted Sysco\u2019s offer to purchase the meat by following Sysco\u2019s specifications, boxing the meat as required and shipping the meat to Sysco. Thus, the contracts for the sale of the meat were entered into in Illinois. The prices on the orders faxed by Sysco were crossed out and new prices inserted. The possibility exists that Ruprecht inserted the new prices and that Sysco accepted Ruprecht\u2019s counteroffer in Washington. However, at this stage of the proceedings, all inferences are to be in Ruprecht\u2019s favor.\nSommers stated in his affidavits that Ruprecht performed in Chicago all modifications required to comply with Sysco\u2019s specifications. Ruprecht packaged the meat in Illinois and shipped the meat to Sysco from Illinois. In his affidavit, Valentine stated that the meat was delivered \u201cF.O.B. Kent, Washington.\u201d We cannot say that this factor alone was sufficient to defeat a prima facie showing Sysco transacted business in Illinois.\nWe conclude that Ruprecht has made a prima facie showing that the circuit court properly exercised in personam jurisdiction over Sysco. We find, however, that certain crucial statements in Sommers\u2019 affidavit are contradicted by statements in Sysco\u2019s affidavits. In particular, Opray stated in his affidavit that the meat products at issue were common cuts of beef available in many fine dining restaurants and steak houses and that he could obtain identical products from several meat companies in the Seattle market. Further, Opray stated that he obtained a description of the products from Sommers and entered the information into Sysco\u2019s product database so that he could generate a purchase order form. We also note that the meat products were identified by manufacturer identification numbers on the order forms. Opray\u2019s statements, taken1 together with the identification numbers on the order forms, indicate that the meat products were not \u201ccustom manufactured\u201d for Sysco. Lastly, the affidavits do not account for the changed prices on the faxed orders. If Ruprecht changed the prices and faxed the orders back to Sysco, the contract may not have been formed until Sysco accepted the new prices in Washington.\nA hearing is necessary for the circuit court to weigh the evidence on jurisdiction. Accordingly, we reverse the order of the circuit court denying Sysco\u2019s motion to quash service of process and remand for further proceedings.\nReversed and remanded.\nGORDON and McBRIDE, JJ., concur.", "type": "majority", "author": "JUSTICE McNULTY" } ], "attorneys": [ "Fagel & Harper, of Chicago (Floyd Babbitt and Trent E Cornell, of counsel), for appellant.", "Joseph A. Macaluso, of Chicago, for appellee." ], "corrections": "", "head_matter": "RUPRECHT COMPANY, Plaintiff-Appellee, v. SYSCO FOOD SERVICES OF SEATTLE, INC., Defendant-Appellant (Budreck Truck Lines, Defendant).\nFirst District (2nd Division)\nNo. 1\u201498\u20143917\nOpinion filed November 30, 1999.\nFagel & Harper, of Chicago (Floyd Babbitt and Trent E Cornell, of counsel), for appellant.\nJoseph A. Macaluso, of Chicago, for appellee." }, "file_name": "0113-01", "first_page_order": 133, "last_page_order": 144 }