Citations
- 150 F. Supp. 3d 946
Full opinion text
MEMORANDUM OPINION AND ORDER
AMY J. ST. EVE, District Court Judge:
This is a case of alleged patent infringement and misappropriation of trade secrets between a former employee, the employee, and the new employer.. Plaintiffs INDAG GmbH & Co. Betriebs KG (“IND-AG”) and Wild Parma, S.r.L. (“Wild Par-ma,” collectively with INDAG, “Plaintiffs”) filed a Complaint on June 5, 2015, against Defendants IMA S.p.A., IMA North America, Inc. (“IMA North America”), IMA Industries Inc. (“IMA Industries”), IMA Industries North America Inc. (“IMA Industries North America,” collectively the “IMA Defendants”),, and FillShape S.r.l. (“FillShape,” collectively with the IMA Defendants, “Defendants”). (See generally, R.l, Compl.) Plaintiffs allege that Defendants infringed U.S. Patent No. 7,648,017 (“the ’017 patent”) by offering for sale within the United States pouch filling machinery. (Id., ¶¶42-49, Count I.) Plaintiffs further allege a violation of the Illinois Trade Secrets Act, 765 111. Comp. Stat. 1065/1 et seq. (“ITSA”). (Id., ¶¶ 50-60, Count II.) In the alternative to the ITSA claim, Plaintiffs allege violations of the Italian Industrial. Property Rights Code. (Id., ¶¶ 61-63, Count III.) Defendants filed a Motion to Dismiss Plaintiffs’ Complaint on three grounds. First, Defendants move for dismissal of Plaintiffs’ Complaint under Rule 12(b)(2) on the basis that the Court cannot, consistent with due-process, exercise personal jurisdiction over Defendants IMA S;p.A., IMA Industries North America, IMA North America, and FillShape (collectively, the “non-resident ' Defendant#’); (See R124.) Second, Defendants move under Rule 12(b)(6) asserting that Count I of the Complaint fails' to state a claim for patent infringement. (Id.) Lastly, Defendants move under Rule 12(b)(6) for dismissal of the claim of trade 'secret misappropriation under Illinois law (Count II) and Italian law (Count III) as to IMA Industries' because Plaintiffs do not set forth any facts to show they are entitled to relief. (Id.) Plaintiffs have also filed a motion for jurisdictional discovery related to the non-resident Defendants. (See R.32.) For the following reasons, the Court grants Defendants’ motion to dismiss and denies Plaintiffs’ request for jurisdictional discovery.
BACKGROUND
I. The Parties
Plaintiff INDAG is a German corporation with its principal place of business located in Heidelberg, Germany. (R.l, ¶ 8.) Plaintiff Wild - Parma, an Italian corporation, is a wholly owned subsidiary of IND-AG with its principal place of business in Collechio, Italy. (Id., ¶ 9.)
Defendant IMA S.p.A. is an Italian corporation with its- principal place of business located in Bologna, Italy. (Id., ¶ 10.) The remaining Defendants are all subsidiaries of IMA S.p.A.: IMA North America, IMA Industries, and IMA Industries North America as wholly owned U.S. subsidiaries and Fillshape as an Italian subsidiary. (Id., ¶¶ 11-14.) IMA Industries is an Illinois corporation with its principal place of business in Mundelein, Illinois. (Id., ¶ 12.) IMA North America is a Connecticut corporation with its principal place of business in Leominster, Massachusetts. (Id., ¶ 11.) IMA Industries North America is a Massachusetts corporation with its principal place of business in Leominster, Massachusetts. (Id., ¶ 13.) FillShape is an Italian corporation with its principal place of business in Bologna, Italy. (Id., ¶14.)
II. Facts Alleged
A. Plaintiffs’ Products & the ’017 Patent
Plaintiffs have been in the business of developing pouch technology for over 35 years. (R.l, ¶¶ 4, 23.) Spouted pouch technology has been in development since 2002 and over the years, Plaintiffs have worked in the design and construction of pouch making and 'filling machines to increase efficiency. (Id., ¶23.) Pouch welding and filling machinery can be used to fill a beverage pouch with liquid, e.g., fruit flavored beverages. (Id., ¶22.) A machine will, for example, first weld spouts and pouches and then sterilize and fill the pouch with product; (Id.) INDAG is the owner by assignment' of all right, title, and interests in U.S. Patent No. 7,648,017 (“the ’017 Patent”), entitled “Apparatus and Method for Feeding Pouches and Spouts for Processing”. (Id., ¶¶ 1, 43.) The United States Patent and Trademark Office (“PTO”) issued the ’017 Patent on January 19, 2010. (Id., ¶ 43; see R.l-1, the ’017 Patent, attached to Compl. as Ex. A.) The ’017 Patent is directed- to technology related to continuously feeding pouches and spouts to a pouch processing machine. Claim 1, for example, is directed to a system comprised of a transfer assembly that can simultaneously transfer a spout and pouch to an apparatus. (R.l, ¶ 44.)
Plaintiffs develop, sell,, and license pouch making and filling machinery, including hot filing machinery and-aseptic cold filling machinery. (R.l, ¶ 4.) Plaintiffs have developed numerous systems and have patented certain aspects of their machinery, while keeping other proprietary aspects as trade secrets. (Id., ¶ 5.) Plaintiffs’ methods for aseptic filling and capping, construction of welding grippers and the pouch portioning unit are examples of the types of information Plaintiffs allege they keep confidential or as trade secrets. (Id., ¶ 22.) Plaintiffs protect their information by, for example, including warnings on their drawings against unauthorized third-party use, physically surrounding their property with fencing and natural barriers, placing signs indicating authorized access only on their building, using an installed alarm and camera systems, and requiring visitors to be buzzed in through multiple doors, (Id., ¶ 55.) Plaintiffs also restrict computer network access through requiring passwords, and all licensees of Plaintiffs’ trade secrets sign confidentiality agreements. (Id.)
B. The Alleged Misappropriation & Defendants’ Products
Plaintiffs hired Mr. Filippo Furlotti in November 2007 to develop spouted pouch making and filling technology at Wild Par-ma. (R.l, ¶ 24.) While at Wild Parma, Mr. Furlotti also worked on aseptic spouted pouch making and filling technology and had access to confidential drawings of Plaintiffs’ machines, schematics of the individual machinery parts, and the identity of vendors and suppliers. (Id., ¶¶24, 25;) Mr. Furlotti also worked, from time to time, on various packaging technology for INDAG, who in turn provided drawings to Mr.-Fur-lotti related to'its machines. (Id., ¶24.) Plaintiffs allege that Kir. Furlotti met with Defendants ' and Defendants’ subsidiaries multiple times beginning as early as April 2012. (Id., ¶26.) In August 2013, Mr. Fur-lotti gave notice to Wild Parma of his resignation and negotiated for an expedited termination of his employment effective September 24,' 2013. (Id., ¶¶24, 27.) In October 2013, Mr. Furlotti began working for FillShape. (Id.)
Plaintiffs allege that Defendants hired Mr. Furlotti to develop a competing machine. (R.1, ¶.-6.) Plaintiffs further allege that.prior to joining Defendants, Mr. Fur-, lotti devised a scheme to steal and exploit Plaintiffs’ confidential and trade secret information and misappropriated such, information for use in developing competing pouch making and filling machines for De-; fendants. (Id., ¶¶’6, 25.) Plaintiffs also allege that Defendants’ employees entered the Wild Parma facility, at night, with Mr; Furlotti to see how the machinery operated. (Id., ¶ 26.)
According to the Italian Register of Companies, FillShape was incorporated in February of 2013, .but remained dormant until November 2013. (Id., ¶ 28.) After Mr. Furlotti’s arrival, FillShape began marketing filling machines that compete with Plaintiffs’ machines. (Id.) FillShape and IMA distributed a flyer dated September 2013 that highlighted an aseptic pouch-filling solution. (Id.; R.l-1, attached to Compl. as Ex. B, IMA-FillShape Spouted Pouches Flyer (the “Flyer”).) According to. Plaintiffs, this timing raises suspicions because it can take over 10 years to develop pouch- filling machinery, and prior to September 2013, FillShape was not in the business of making, using or selling aseptic pouch filling machines. (R.l, ¶ 28.)
C. Plaintiffs’ Investigation of Defendants’ Products
In July 2014, Plaintiffs learned that FillShape may be offering for sale competitive hot filling and aseptic cold filling machinery. (R.l, ¶29.) Plaintiffs responded and began an investigation to determine if Mr. Furlotti and Defendants misappropriated any of Plaintiffs’ technology and/or utilized INDAG’s patented technology in the design of Defendants’ hot filling machine and aseptic cold filling machine. (Id.) During the investigation, Plaintiffs learned that on multiple occasions shortly prior to Mr. Furlotti’s resignation, he copied over 25,000 electronic files onto an external hard drive without permission. (Id., ¶ 30.) The copied files include Plaintiffs’ drawings and schematics and the identification of vendors that supply components for Plaintiffs’ pouch making and filling technology. (Id.) Mr. Furlotti copied, for example, technical schematics of a gripper and linear filler portion of a pouch filling machinery. (Id., ¶ 32.) In addition, Mr. Furlot-ti and Defendants contracted with Plaintiffs’ vendors to construct their parts— vendors who Plaintiffs endeavored to keep their identity confidential and proprietary, (Id., ¶ 33.) Plaintiffs allege that Mr. Furlot-ti took the external hard drive with him when he left Wild Parma and — -with Defendants’ knowledge — has used and will continue to use the information during the course of his employment at FillShape to make a competing machine. (Id., ¶¶ 31, 32.) A forensic analysis of the Wild Parma laptop assigned to Mr. Furlotti showed that it had been wiped clean by a specialized cleaning software prior to Mr. Furlot-ti’s departure. (Id., ¶ 35.) The laptop of Mr. Furlotti’s assistant, Maria Francesca Iacci (who is also now employed at FillShape), had the same wiping software used on it. (Id.) '
As of the filing of the Complaint on June 5, 2015, Defendants have not yet completed building a machine. (R.l, ¶34.) Plaintiffs’ investigation revealed, however, that Defendants, have had certain parts of their machine built, including an apparatus for loading empty pouches onto a transfer wheel that later feeds the pouches to the spout welding rotor. (Id.) Plaintiffs allege that an examination of the parts for Defendants’r machine will show that Defendants’ misappropriated other technology including, but not limited to, the method of filling a pouch aseptically, using a brushless operated gripper in the welding carousel unit, and the. design and construction of the pouch portioning unit. (Id.) Plaintiffs further allege that Defendants’ pouch making and filling, .machine includes a transfer wheel and corresponding machinery that meets each limitation of at least Claim 1 of the ’017 Patent. (Id., ¶ 45.)
D. The Pack-Expo International Trade Show
In early November 2014, Defendants IMA and FillShape attended Pack-Expo International' Trade Show (“Pack-Expo trade show”) represented by Mr. Bianchi. (R.l, ¶ 36.) Plaintiffs allege that Defendants — through Mr. Bianchi — attended the Pack-Expo trade show for the purpose of marketing their pouch making and filling technology, including but not limited to, hot filling machinery and aseptic machinery, to customers in the United States. (Id., ¶¶ 36, 37.) At the' Pack-Expo trade show, according to Plaintiffs, Mr. Bianchi referred to taking Plaintiffs’ employees and building a team to develop a competing product, stating:
This technology was not offered to the market, it was used basically by one big player, that kept this technology for themselves. They have for ten years the competitive advantage of using this technology and not delivering to competitors. What we did, we took some people from this company, we build up a. new team, we design and we improve also this machine, some new concept with the background that we have !..
(Id., ¶¶ 38, 39.)'Defendants’ marketing materials and information from the Pack-Expo trade show, described Defendants’ aseptic filling-machines, and hot filling machines — machines that Plaintiffs allege use the technology of the ’017 -Patent and the technology- Mr. Furlotti knows and- took from Plaintiffs. (Id., ¶ 40.) Although Defendants have not completed any sales of the aseptic filling machine in the - United States, Plaintiffs allege they are actively seeking customers in the United. States. (Id., ¶ 41.)
III. Non-Resident Defendants’ Contacts with Illinois
Defendants moved for dismissal for lack of personal jurisdiction of non-resident Defendants and did not move to dismiss Defendant IMA Industries on-that basis. (See R.24; R.25, at 5-14.) Accordingly, for the purposes of its. jurisdictional analysis, the Court limits its discussion ,of Defendants’ contacts to the non-resident Defendants. (See id.', R.l, ¶¶10, 1Í, 13, 14.) In determining the non-resident Defendants’ contacts, the Court accepts as true all Plaintiffs’ well-pled factual allegations relating to those contacts and draws all reasonable inferences in Plaintiffs’ favor. See Pennington Seed, Inc. v. Produce Exch. No. 299, 457 F.3d 1334, 1338 (Fed.Cir.2006). In support of their motion to dismiss, Defendants submitted three declarations: (1) the declaration of Mr. Bianchi, the Sales Director for FillShape at the time- of the Pack-Expo trade show and currently Executive Vice President of IMA, S.p.A. and a Director of IMA Industries North America (R.25-1, Ex. 1, Bianchi Deck, ¶ 2); (2) the declaration of Mr. Marco Grassilli, Director of FillShape and Director of IMA Industries North America (R.25-2, Ex. 2, Grassilli Decl., ¶ 2); and (3) the declaration of Mr. Sergio Marzo, Assistant Vice President of IMA North America and Director of FillShape (R.25-3, Ex. 3, Marzo Decl., ¶ 2).
Collectively, the declarants state for all non-resident Defendants (Mr. Bianchi for IMA S.p.A., Mr. Grassilli for IMA Industries North America and FillShape, and Mr. Marzo for IMA North America) that their respective companies:
(1) have no offices or manufacturing facilities in Illinois;
(2) do not manufacture anything in Illinois;
(3) do not own any real property or other assets located in Illinois;
(4) have no bank accounts in Illinois;
(5) pay no Illinois income taxes;
(6) have no telephone number, telephone listings, or mailing address in Illinois; and
(7) have no registered agent for service of process in Illinois.
(See R.25-1, ¶ 4; R.25-2, ¶5; R.25-3, ¶5.)
According to Mr. Bianchi, the Pack-Expo trade show encompassed a wide variety of industrial packaging and processing , machinery in addition to the filling machinery at dispute in this case. (R.25-1, ¶7.) Mr. Bianchi further attests that IMA Industries’ trade show booth displayed brochures generally describing FillShape’s background and expertise in pouch processing machinery and a video showing a 3D rendering of a prototype of what FillShape’s machinery — not yet built— might look like when completed. (R.25-1, ¶ 6.) Mr. Bianchi attests that no Defendant provided price quotes for pouch filling machinery to any visitors or potential customers at the Pack-Expo trade show. (Id., ¶ 6.) Mr. Bianchi further explains that price quotes for or sales of pouch filling machinery are not provided prior to detailed discussions with potential customers about their particular requirements for the machinery. (Id., ¶8.) Such detailed discussions, according to Mr. Bianchi, include whether the machinery'is suitable for the customer’s intended application, as well as extensive negotiations regarding terms that will impact pricing, such as customization, delivery, maintenance, and support. (Id.) Mr. Bianchi further states that between the Pack-Expo and the filing of the Complaint, none of the Defendants provided any price quotes for poufeh filling’machinery to any potential customers in Illinois. (Id., ¶ 6.)
Plaintiffs do not dispute the lack of contacts identified by Defendants’ declarants and listed above, and instead primarily rely on Defendants’ contact with Illinois through the Pack-Expo trade show. In further support of their position and in response to Defendants’ declarations, Plaintiffs submitted the declaration of Mr. Joseph Metallo, the CEO of InnerValor, a corporate investigation and security consulting firm. (R.33-1, ¶ 1.) Plaintiffs hired Mr. Metallo to investigate IMA’s pouch filling machinery. (Id., ¶¶ 1, 2.) As part of his ongoing investigation, in early November 2014, Mr. Metallo attended the Pack-Expo trade show and while there met Mr. Bianchi at IMA North America’s booth. (Id., ¶¶4, 7, 36.) Mr. Bianchi’s business card identified him as Sales Director for IMA Industries, S.r.L., located in Bologna, Italy. (R.33-1, ¶ 5; id., Ex. 1.) Mr. Metallo attests that during their conversation, Mr. Bianchi represented himself as the Sales Director of “IMA” and indicated that he attended the Pack-Expo trade show on behalf of “IMA”, that “IMA” has a strong presence in the United States, and that he had background knowledge of the pouch filling machine. (Id., ¶¶ 6, 8.) Mr. Metallo and Mr. Bianchi discussed the purchase of filling machines for pouches, including both hot filling machinery and aseptic cold filling machinery. (Id., ¶7.)_ Mr. Bianchi represented that a pouch filling machine purchased in the United States would be manufactured in Italy, except for certain parts which are manufactured in the United States. (Id., ¶9.) Mr. Bianchi represented that the lead time for a hot filling machine would be 6-7 months. (Id., ¶ 10.) Mr. Bianchi asked Mr. Metallo what type of juices interested him — low-acid juice or high-acid juice. (Id., ¶ 11.) Mr. Bianchi informed Mr. Metallo that his company is the only one in the market that produces aseptic cold filling machines for low-acid fruit. (Id., ¶ 12.) According to Mr. Metallo, Mr. Bianchi stated that the lead time on such an aseptic cold filling machine would be 15-16 months, in part because the machine still needed approval from the FDA for use in the United States. (Id., ¶¶ 13, 24.)
Mr. Bianchi represented IMA made its aseptic cold filling machines to comply with FDA regulations for operation in the United States, which has more stringent requirements than European regulations. (R.33-1, ¶ 19.) In addition, Mr. Bianchi showed Mr. Metallo a presentation demonstrating the complete operation, from start to finish, of a machine for pouches and further explained the operation of an aseptic cold filling machine for pouches. (Id., ¶¶ 18, 19.) Mr. Bianchi represented that nine out of ten customers were interested in the aseptic cold filling machines. (Id, ¶24.) According to Mr. Metallo, Mr. Bian-chi represented that “though IMA began producing this technology earlier that year (2014), the technology had been used over the past ten years by one big player, who had kept the’ technology secret from its competitors, including IMA” (Id., ¶20.)
Mr. Metallo asserts that he discussed pricing information with Mr. Bianchi at the Pack-Expo trade show. (R.33-1, ¶¶ 14-17.) Namely, Mr. Bianchi represented that purchasing a hot filling machine that operates at a rate of 120 pouches per minute would require “an investment in the range of 1 million euro.” (Id, ¶ 14.) Mr. Bianchi further represented that an aseptic cold filling machine' would require “an investment in the range of 4 million euro.” (Id, ¶¶ 15, 16.) Mr. Bianchi further attested that the maintenance costs for the machine would range from 4 to 5% of the investment per year and that IMA had begun to introduce a proactive maintenance service, for predicting service before parts actually break down. (Id, ¶ 17.) Mr. Bianchi represented that, at that -time, although IMA’s hot filling machine was a prototype, it had sold a line to be delivered in February 2015 to an Italian company. (Id, ¶21.) Mr. Bianchi further represented that IMA had ended negotiations with an American company regarding delivery of the first aseptic cold filling machine and that Mr. Bianchi intended to travel to Puerto Rico after the Pack-Expo trade show to finalize the contract for that sale. (Id, ¶ 22.)
LEGAL STANDARD
I. Rule 12(b)(2)
“[Pjersonal jurisdictional issues in patent infringement cases are reviewed under Federal Circuit law, not regional circuit law.” Synthes (U.S.A.) v. G.M. Dos Reis Jr. Ind. Com de Equip. Medico, 563 F.3d 1285, 1293 (Fed.Cir.2009). A motion to dismiss for lack of .personal jurisdiction pursuant to .Rule 12(b)(2) tests whether a federal court has personal jurisdiction over a defendant. See Fed. R. Civ,. P., 12(b)(2); Beverly Hills Fan Co. v. Royal Sovereign Corp., 21 F.3d 1558, 1564-65 (Fed.Cir. 1994). When a court determines a Rule 12(b)(2) motion based on thS1 submission of written materials without holding an evi-dentiary hearing, as is the' casé here, thé plaintiff must make a “prima facie case for personal jurisdiction.” Grober v. Mako Prods., Inc., 686 F.3d 1335, 1345 (Fed.Cir. 2012); Autogenomics, Inc. v. Oxford Gene Tech., Ltd., 566 F.3d 1012, 1017 (Fed.Cir. 2009). In ruling on a Rule 12(b)(2) motion, courts are not limited to consideration of facts alleged in the complaint, but may also consider affidavits and other written materials in the absence of an evidentiary hearing. Autogenomics, 566 F.3d at 1017; Avocent Huntsville Corp. v. Aten Int’l Co., 552 F.3d 1324, 1328-29 (Fed.Cir.2008). In doing so, courts must construe the pleadings and affidavits in the light most favorable to the plaintiff. Avocent, 552 F.3d at 1329 (isiting Elecs, for Imaging, Inc. v. Coyle, 340 F.3d 1344, 1349 (Fed.Cir.2003)).
II. Rule 12(b)(6)
“A motion to dismiss pursuant to Federal Rule of Civil Procedure- 12(b)(6) challenges the viability of a complaint by arguing that it fails to state a claim upon which relief may be granted.” Camasta v. Jos. A. Bank Clothiers, Inc., 761 F.3d 732, 736 (7th Cir.2014). Under Rule 12(b)(6), a plaintiffs “[fjactual allegations must be enough to raise a right to relief above the speculative level.” Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 555, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007). Put differently, a “complaint must contain sufficient factual matter, accepted as true, to ‘state a claim' to relief that is plausible on its 'feteef ” Ashcroft v. Iqbal, 556 U.S. 662, 678, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009) (quoting Twombly, 550 U.S. at 570, 127 S.Ct. 1955). “A claim ’has facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged.” Iqbal, 556 U.S. at 678, 129 S.Ct. 1937. Under Rulé 8(a)(2)’, a complaint must include “a short and plain statement of the claim showing that the pleader , is entitled to relief.” Fed. R. Civ. P. 8(a)(2). The short and plain statement under Rule 8(a)(2) must “give the defendant fair notice of what the claim is and the grounds upon which it rests.” Twombly, 550 U.S. at 555, 127 S.Ct. 1955 (citation omitted). A district court’s analysis under Rule 12(b)(6) “rests on the complaint, and [the court] construefs] it in the light most favorable to the plaintiffs, accepting as true all well-pleaded facts alleged and drawing all permissible inferences in their favor.” Fortres Grand Corp. v. Warner Bros. Entm’t Inc., 763 F.3d 696, 700 (7th Cir.2014); see also Teamsters Local Union No. 705 v. Burlington N. Santa Fe, LLC, 741 F.3d 819, 823 (7th Cir.2014); Alam v. Miller Brewing Co., 709 F.3d 662, 665-66 (7th Cir.2013).
When ruling on a Rule 12(b)(6) motion, a court generally may consider only the plaintiffs complaint. Burke v. 401 N. Wabash Venture, LLC, 714 F.3d 501, 505 (7th Cir.2013) (citing Rosenblum v. Travelbyus.com Ltd., 299 F.3d 657, 661 (7th Cir. 2002)). Rule 10(c) provides, however,- ¡that “[a] copy of any written instrument which is an exhibit to a pleading is a part thereof for all purposes.” Fed. R. Civ. P. 10(c). When a party , attaches certain documents to a motion to dismiss, the court must either convert the Rule 12(b)(6) motion into a motion for summary judgment under Rule 56, or exclude the documents attached to the motion to. dismiss and continue under Rule 12. 188 LLC v. Trinity Indus., Inc., 300 F.3d 730, 735 (7th Cir. 2002) (citing Levenstein v. Salafsky, 164 F.3d 345, 347 (7th Cir.1998)); see also Fed. R. Civ. P. 12(d); Covington v. Illinois Security Service, Inc., 269 F.3d 863, 865 (7th Cir.2001) (“Although we have at times allowed the conversion of a motion to dismiss into one for summary judgment to be implicit, reversal of such a ruling may become necessary if the district court has not provided the adversely affected party with notice and an opportunity to' respond”). " ¡
A court may consider documents attached to a motion to dismiss, however, if they are referred to in the plaintiffs complaint and if they are central to the plaintiffs claim. Burke, 714 F.3d at 505 (citing McCready v. eBay, Inc., 453 F.3d 882, 891 (7th Cir.2006)). In' considering these documents, the court “is not bound to accept the pleader’s allegations as to the effect of the exhibit, but can iridepéndently examine the document and form its own conclusions as to the proper construction and meaning to be given the material. Id. (citing Rosenblum, 299 F.3d at 661). Because the Court is faced with challenges to the Complaint under Rule 12(b)(2) and 12(b)(6), it considers both Defendants’ and Plaintiffs’ declarations and exhibits for jurisdictional purposes, but does not consider them in the context of the . Rule 12(b)(6) challenge as they are neither referred to in Plaintiffs’ Complaint nor are they central to Plaintiffs’ claims. See Burke, 714 F.3d at 505.
ANALYSIS
Plaintiffs allege a claim for patent infringement against all Defendants, arising under federal law (see R.l, ¶¶ 42-49, Count I), and a violation of the ITSA, arising under state law (id., ¶¶ 50-60, Count II). In the alternative to their state law claim, Plaintiffs allege misappropriation of trade secrets under the Italian Industrial Property Rights Code. (Id., ¶¶ 61-63, Count III.)Before the Court is Defendants’ motion to dismiss brought pursuant to Federal Rules of Civil Procedure 12(b)(2) and 12(b)(6). Specifically, Defendants contend that due process precludes the exercise of personal jurisdiction over the non-resident Defendants and that Plaintiffs fail to state a claim for patent infringement against all Defendants and trade secret misappropriation against IMA Industries.
I. Plaintiffs’ Have Not Established the Court’s Personal Jurisdiction Over Non-Resident Defendants
The determination of personal jurisdiction for an out-of-state defendant requires a two-step inquiry: “whether ■ a forum state’s long-arm statute permits service of process and whether assertion of personal jurisdiction violates due process.” Grober, 686 F.3d at 1345 (citations omitted). The Illinois long-arm statute jpermits its courts to exercise personal jurisdiction “on any.. .basis now or hereafter permitted by the Illinois Constitution and the Constitution of the United States.” See 735 Ill. Comp. Stat. § 5/2-209(c). Because there is “no operative difference between those two constitutional limits”, the Illinois and federal due process inquiry collapses into “whether jurisdiction comports with due process.” See Mobile Anesthesiologists Chi, LLG v. Anesthesia Assocs. of Houston Metroplex, P.A., 623 F.3d 440, 443 (7th Cir.2010); see also Kipp v. Ski Enter. Corp. of Wisconsin, Inc., 783 F.3d 695, 697 (7th Cir.2015) (“The governing statute in Illinois permits its courts to exercise personal jurisdiction up to the limits of the Due Process .Clause of the Fourteenth Amendment”). “Courts may exercise personal jurisdiction over defendants on either of two bases — general or specific jurisdiction.” Touchcom, Inc. v. Bereskin & Parr, 574 F.3d 1403, 1410 (Fed.Cir.2009).
A. General Jurisdiction
“To establish the minimum contacts necessary to establish general personal jurisdiction, plaintiffs bear a high[ ] burden.” Avocent, 552 F.3d at 1330; see Daimler AG v. Bauman, — U.S. -, 134 S.Ct. 746, 753, 187 L.Ed.2d 624 (2014)); Goodyear Dunlop Tires Operations, S.A. v. Brown, 564 U.S. 915, 131 S.Ct. 2846, 2857, 180 L.Ed.2d 796 (2011). “General jurisdiction arises when a defendant maintains contacts with the forum state that are sufficiently ‘continuous and systematic’ even when the cause of action has no relation to those contacts.” Grober, 686 F.3d at 1346; Touchcom, 574 F.3d at 1410.
The Supreme Court has identified two “paradigm all-purpose-forums for general jurisdiction” for a corporation: the state of the- cdrporation’s principal place of business or the state of its incorporation. Daimler, 134 S.Ct. at 760. The -Supreme Court reasoned that limiting general jurisdiction to only- those forums in which a corporation is “at home” allows entities “to structure their primary conduct with some minimum assurance as to where that conduct will and will not render them liable to suit”' while also “affording] plaintiffs recourse to at least one clear and certain forum in which a corporate defendant may be sued on any and all claims.” Id. at 763 (citations and ‘ internal quotation ' marks omitted).
Absent these circumstances, “[a] court may assert general jurisdiction over foreign (sister-state or foreign-country) corporations to hear any and all claims against them when their affiliations with the State .are so ‘continuous and systematic’ as to render them essentially at home in the forum State.” Id. at. 754, (quoting Goodyear, 131 S.Ct. at 2851); Daimler, 134 S.Ct. at 761 (explaining that the inquiry “is not whether a foreign corporation’s in-forum contacts can be said to be in some sense ‘continuous, and systematic,’ it is whether that corporation's affiliations with the State are so ‘continuous and systematic’ as to render [it] essentially at home, in the forum State”). In fact, the Supreme Court has made clear, that to “approve the exercise of general jurisdiction in every State in which a corporation engages in a substantial, continuous, and systematic course of business... is unacceptably grasping.” Daimler, 134 S.Ct. at 757 (citations and internal. quotation marks omitted). With this background, the Court turns to the parties’ arguments.
Defendants do not challenge personal jurisdiction for -IMA- Industries, presumably because the paradigms set forth- in Daimler exist here — IMA Industries is an Illinois corporation with its principal place of business in Illinois. See Daimler, 134 S.Ct. at 760; (R.1, ¶ 18). Defendants do, however, assert that the Court lacks general jurisdiction over the non-resident Defendants. (R.24.) In response, Plaintiffs concede that the current facts fail to support a finding of general jurisdiction over three of the four non-resident Defendants — IMA North America, IMA Industries North America, and FillShape, but argue that the Court can exercise specific jurisdiction over three of the four nonresident Defendants, and that under Rule 4(k)(2) can exercise general jurisdiction over Defendant IMA S.p.A. (See R.33, at 11, n.l; id., at'7-11.) The Court addresses each argument in turn.
B. The Court Does Not Have General Jurisdiction over IMA S.p.A. Under Rule 4(k)(2)
Plaintiffs contend that the Court can exercise general jurisdiction over non-resident Defendant IMA S.p.A., a foreign corporation with its principal place of business in Italy, under Federal Rule of Civil Procedure 4(k)(2), (Id., at 11.) Defendants, reply that the burden on IMA S.p.A. to litigate in Illinois offends due process and that the Court has no significant interest in resolving a dispute between Plaintiffs INDAG (a German company) and Wild. Parma (its wholly owned Italian subsidiary), and Defendant IMA S.p.A., an Italian company, relating to events that primarily occurred in Italy. (R.37, at 8.)
The Federal Circuit has explained that the “analysis of personal jurisdiction in federal court begins with Rule 4 of the Federal Rules of Civil Procedure.” Touchcom, 574 F.3d at 1410. Rule 4(k)(2), entitled “Federal Claim Outside State-Court Jurisdiction,” states in relevant part: “For a claim that arises under federal law, serving a summons ... establishes personal jurisdiction over a defendant if:- (A) the defendant is not subject to jurisdiction in any state’s courts of general jurisdiction; and (B) exercising jurisdiction is consistent with the United States Constitution and laws.” Id. (citing Fed. R. Civ. P. 4(k)(2)). This Rule provides for jurisdiction over a foreign defendant when process has been served and three requirements are met: “(1) the plaintiffs claim arises under federal law, (2) the defendant is not subject to jurisdiction in any state’s courts of general jurisdiction, and (3) the exercise of jurisdiction comports with due process.” Id. (citing Synthes, 563 F.3d at 1294), The Federal Circuit has explained that “Rule 4(k)(2) closed a loophole” whereby “a nonresident defendant who did not have ‘minimum contacts’ with any individual state sufficient to support exercise of jurisdiction, but did not have sufficient contacts with the United States as. a whole, could escape jurisdiction in all fifty states.” Id. at 1414 (citations omitted).
Rule 4(k)(2) also requires -a due process analysis. See id. at 1411-12. The due process - analysis under Rule 4(k)(2), . however, slightly differs from the analysis under Rule 4(k)(l)(A) in that Rule 4(k)(2) “contemplated a defendant’s contacts with the entire United States, as opposed to the state in which the district court sits.” Id. at 1416 (citations omitted). Courts may engage in a Rule 4(k)(2j analysis when “the defendant contends that he cannot be sued in the forum state and refuses to identify any other where suit is possible.” Id. at 1415.
1. Applicability of Rule 4(k)(2)
The Supreme Court has explained that 28 U.S.C. § 1338 jurisdiction extends' to any case “in which a well-pleaded complaint establishes either that federal patent law creates the cause -of action or that the plaintiffs right to relief necessarily depends on resolution of a substantial question of-federal patent law, in that patent law is a necessary element of one of the well-pleaded complaints.” Christianson v. Colt Indus. Operating Corp., 486 U.S. 800, 809, 108 S.Ct. 2166, 100 L.Ed.2d 811 (1988).
Here, neither party disputes the first requirement — that IÑDAG’s patent infringement claim arises under federal law. See 28 U.S.C. § 1338 (2012). The second requirement of Rule 4(k)(2) is.that a defendant is not subject to the jurisdiction of any state’s court of general jurisdiction. Synthes, 563 F.3d at 1293. For this requirement, the Federal Circuit does not look to where the plaintiff has alleged that a defendant is subject to jurisdiction, rather, if “the defendant contends that hé cannot be sued in the forum state and refuses to identify any other where suit is possible, then the federal court is entitled to use Rule 4(k)(2).” Touchcom, 574 F.3d at 1415. The Federal Circuit’s reasoning for this rule is that “[Requiring a plaintiff to certify that a defendant is not subject to jurisdiction in any state forecloses an argument by the plaintiff that the defendant is subject to jurisdiction in the state in which the court resides.” Id.
Plaintiffs assert that IMA S.p.A. has represented that it cannot be sued in this forum and has not identified another forum where Plaintiffs could have brought suit against it. Indeed, Defendant IMA S.p.A. contends that it is not subject to the personal jurisdiction in Illinois and has not identified any other state where it would be subject to personal jurisdiction. This meets the second element of the Federal Circuit’s Rule 4(k)(2) jurisdictional test and the Court therefore engages in a Rule 4(k)(2) analysis. See Merial Ltd. v. Cipla Ltd., 681 F.3d 1283, 1294 (Fed.Cir.2012) (“[I]f the defendant contends that he cannot be sued in the forum state and refuses to identify any other where suit is possible, then the federal court is entitled to use Rule 4(k)(2).”. .
2. IMA S.p.A’s Alleged Contacts with the United States Are Insufficient for General Jurisdiction
As previously discussed, “[a] court may assert general jurisdiction over foreign (sister-state or foreign-country) corporations to hear any and all claims against them when their affiliation's with the State are so ‘continuous and systematic’ as to render them essentially at home in the forum State.” Daimler, 134 S.Ct. at 754. When applied under Rule 4(k)(2), however, a court must consider “defendant’s contacts with the entire United States, as opposed to the state in which the district court sits.” Touchcom, 574 F.3d at 1416. Thus, the inquiry becomes whether a defendant’s affiliations with the United States are so ‘continuous and systematic’ as to render it essentially at home in the United States. See Synthes, 563 F.3d at 1297 (explaining that the relevant contacts in the general jurisdiction analysis under Rule 4(k)(2) are with the United States as a whole). ■
IMA S.p.A. is an Italian corporation with its principal place of business located in Bologna, Italy. (Id.) Plaintiffs’ allegations as set forth in the Complaint pirovide that IMA S.p.A.:
1. wholly owns three subsidiaries in the United States;
2. shares at least two board members with, its United States subsidiaries;
3. advertises that one' of its United States’ subsidiaries, IMA Industries North America, is the representative ' of all IMA Industries for the United States; and
4. identifies that its Illinois subsidiary, IMA Industries, and another United States subsidiary, IMA Industries North America, market machines manufactured by the company group and provide the related customer service in their respective territories.
(R.l, ¶ 16.)
These contacts do not meet the high burden of general jurisdiction applicable here because they do not amount to “continuous and systematic” contacts by IMA S.p.A. to render it “essentially at home” in the United States as required by Daimler, 134 S.Ct. at 754; see also Synthes, 563 F.3d at 1297. A foreign corporation should not be dragged into a United States Court if its only contacts consist of owning a subsidiary in the United States or sharing one or more board members with a United States corporation. See Daimler, 134 S.Ct. at 759 (rejecting the exercise of general jurisdiction over foreign corporations based on the presence- of an in-state subsidiary or- affiliate). Plaintiffs state that “IMA S.p.A. can be ‘subject[] to [this] court’s general jurisdiction based on the contacts of its in-state subsidiary.’ ” ' (See R.33, at 12.) The phrase which Plaintiffs borrow from'Daimler, however, is not the definitive conclusion that Plaintiffs assert, as in full context it states, “[t]his Court has not yet addressed whether a foreign corporation may be subjected to a court’s general jurisdiction based on the contacts of its in-state subsidiary.” Daimler, 134 S.Ct. at 759. Indeed, as the Supreme Court goes on in Daimler to analyze the Ninth Circuit’s agency test imputing subsidiary contacts on the parent corporation, it finds that employing such á theory “appears to subject foreign corporations to general jurisdiction whenever they have an in-státe subsidiary or' affiliate,' an outcome that would sweep beyond even the ‘sprawling view of general jurisdiction’ we rejected iri Goodyear.” Daimler, 134 S.Ct. at 759-60.
Looking at the present case, Plaintiffs rely on the same type of contacts for IMA S.p,A. as those alleged in Daimler to support an agency theory for general jurisdiction that the Supreme Court rejected. As such, these contacts do not-suffice for the purposes of general jurisdiction. Such a broad application of jurisdiction is exactly what the Supreme. Court emphasized courts cannot do. Daimler, 134 S.Ct. at 759-60; see also id. at 757 (“[To] approve the exercise of general jurisdiction in every State in which a corporation engages in a substantial, continuous, and systematic course of business.. .is unacceptably grasping.”)
Lastly, even if the Court considered the trade show contact as imputable to IMA S.p.A., which, as discussed infra in Section C.i., it can do when taking the contradictory facts in the light most favorable to Plaintffs, this fact does not rescue the lack of general jurisdiction. Mr. Bianchi’s presence at the Pack-Expo trade show, alone or in combination with the above contacts with the United States, still fails to establish general jurisdiction. See Grober, 686 F.3d at 1346 (“[Attendance at] trade shows. ■.. does not rise above a sporadic and insubstantial contact.”); Synthes, 563 F.3d at 1297 (citing Helicopteros Nacionales de Colombia, S.A. v. Hall, 466 U.S. 408, 415-16, 104 S.Ct. 1868, 1872, 80 L.Ed.2d 404 (1984)) (finding a lack of general jurisdiction where the defendant’s contacts with the United States included attendance at trade shows, purchases of parts and a machine, the sale of a product for a veterinary application to one customer, and a pair of consultations about product development). Accordingly, the Court finds that it does not have general jurisdiction under Rule 4(k)(2) over IMA S.p.A. based on the facts alleged in Plaintiffs’ Complaint and the additional evidence provided by the parties in their declarations. Because Plaintiffs limited their argument to general jurisdiction under Rule 4(k)(2) (see R.33, at 11-13), the Court does not analyze whether Defendant IMA S.p.A. is subject to specific jurisdiction under Rule 4(k)(2) which also considers the United States as the forum. The Court, therefore, turns to whether it has specific jurisdiction over non-resident Defendants IMA S.p.A., IMA North America, IMA Industries North America, and FillShape based on their contacts with Illinois.
C. The Court Does Not Have Specific Jurisdiction over Non-Resident Defendants Based on Their Illinois Contacts
The Court’s determination of whether a defendant is subject to specific personal jurisdiction in the forum state involves two inquiries: (1) whether the forum state’s long-arm statute permits service of process and (2) whether the assertion of jurisdiction is consistent with due process. Celgard, LLC v. SK Innovation Co., 792 F.3d 1373, 1377-78 (Fed.Cir.2015), This second factor, under the Due Process Clause, constrains the courts’ “authority to bind a nonresident defendant to a judgment” unless the nonresident has “certain minimum contacts” with the forum. Walden v. Fiore, — U.S. -, 134 S.Ct. 1115, 1121, 188 L.Ed.2d 12 (2014). To determine whether a nonresident defendant has sufficient contacts with the forum for the Court to assert specific jurisdiction over that defendant, the Court must “focus[] on the relationship among the defendant, the forum, and the litigation.” Id. (internal quotations marks and citations omitted). The Supreme Court has cautioned, that not just any contacts will do: “[f]or a State to exercise jurisdiction consistent with due process, the defendant’s suit-related conduct must create a substantial connection with the forum State.” Id. at 1121 (emphasis added). Moreover, contacts with the forum that are “random”, “fortuitous,” or “attenuated,” or that re,suit from the “unilateral activity, of another party or third person” are not sufficient to establish personal jurisdiction. Burger King Corp. v. Rudzewicz, 471 U.S. 462, 475, 105 S.Ct. 2174, 2183, 85 L.Ed.2d 528 (1985). The “mere fact that [defendant’s] conduct affected ’ plaintiffs with connections to the forum State does not' suffice to authorize jurisdiction.” Walden, 134 S.Ct. at 1126. Lastly, the relationship between the defendant and the forum “must" arise out of contacts that the ‘defendant himself creates with the forum----” Id. at 1122 (quoting Burger King, 471 U.S. at 475, 105 S.Ct. 2174).
Due process also requires that the defendant’s “minimum contacts with the forum state” are sufficient, “such that maintenance of the suit does not offend traditional notions of fair play and substantial justice.” Celgard, 792 F.3d at 1377 (citing Int’l Shoe Co. v. Washington, 326 U.S. 310, 316, 66 S.Ct 154, 158, 90 L.Ed. 95 (1945)). The Federal Circuit “applies a three-part test to- determine whether this due process requirement for specific personal jurisdiction is met by considering: (1) whether the defendant purposefully directed its activities at residents of the forum state, (2) whether the claim arises out of or relates to the defendant’s activities with the forum state, and (3) whether assertion of personal jurisdiction is reasonable and fair.” Celgard, 792 F.3d at 1377-78 (citing Grober, 686 F.3d at 1346); see also Synthes, 563 F.3d at 1294. “The plaintiff bears the burden of affirmatively establishing the first two elements of the due process requirement” and if met, “the burden [then] shifts to the defendant to prove that personal jurisdiction is unreasonable.” Celgard, 792 F.3d at 1377-78 (citations omitted). “The first two factors correspond with the ‘minimum contacts’ prong” of International Shoe, “and the third factor corresponds with the ‘fair play and substantial justice’ prong.” Id. at 1377-78 (citing Inamed Corp. v. Kuzmak, 249 F.3d 1356, 1360 (Fed.Cir.2001)). Five additional factors are considered' in determining the third factor of whether the assertion of personal jurisdiction is reasonable and fair: “(1) the burden on the defendant, (2) the forum’s interest in' adjudicating the dispute, (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 controversies, and (5) the shared interest of the states in furthering fundamental substantive policies.” Synthes, 563 F.3d at 1299 (citing Burger King, 471 U.S. at 477, 105 S.Ct. 2174).
1. Plaintiffs Have Failed To Demonstrate that, Defendants Purposefully Directed their Activities at Illinois
In order for "the Court to exercise specific personal jurisdiction over the nonresident Defendants, Plaintiffs must show, inter alia, that Defendants have purposefully directed their activities at Illinois residents. See Burger King, 471 U.S. at 472-73, 105 S.Ct. 2174. Plaintiffs, however, have not satisfied the first prong of the specific jurisdiction test. See Celgard, 792 F.3d at 1377.
Plaintiffs assert that the Court has specific jurisdiction,over Defendants because they intentionally availed themselves of the privilege of conducting business in the state of Illinois. (R. 1, ¶¶ 16-20.) In support of their position, Plaintiffs rely on a single contact and assert that the Court has specific personal jurisdiction over IMA North America and IMA Industries North America because they conducted business within the State of Illinois when appearing at-the Pack-Expo trade show, in Chicago and promoting and offering for sale products that infringe the ’017 patent. (R. 1, ¶¶ 17, 19.) Plaintiffs further assert that the Court has specific personal jurisdiction over FillSh-ape “because FillShape was cognizant that its manufactured machines incorporating the patented technology and the misappropriated trade''secrets were to be offered for sale in the United States” through the marketing companies of IMA S.p.A. — IMA North America and I'MA Industries. (Id., ¶ 20.)
Plaintiffs rely on Defendants’ attendance at the Pack-Expo trade show, but the facts as alleged and provided in declarations do not provide a clear picture óf which Defendants actually attended the trade show. In early November of 2014, Mr. Bianchi attended the Pack-Expo in Chicago, Illinois. (R. 1, ¶ 36.) The parties provide conflicting factual evidence as to. who Mr. Bianchi represented while at the trade show. In Defendants’ declaration, Mr. Bianchi attests that at the time of the trade show, he was the Sales Director for FillShape (an Italian corporation), and that he currently serves as the Executive Vice President of IMA S.p.A. (an Italian corporation), and a Director of IMA Industries North America (a Massachusetts Corporation). (R. 25-1, ¶ 2.) Mr. Bianchi further attests that “IMA Industries” trade show booth displayed FillShape’s promotional materials ’ prototype video. (Id., ¶ 5.) It is not entirely dear if Mr. Bianchi meant IMA Industries (Illinois Corporation) or IMA Industries North America (Massachusetts Corporation). (Id., ¶ 5.) Plaintiffs respond and assert in the Metallo- Declaration that Mr. Metallo understood Mr. Bianchi as representing and supporting sales on behalf of the IMA Defendants. (R.33-1, ¶ 6.) Mr. Metallo’s declaration further asserted- the involvement of another, unnamed party listed on Mr. Bianchi’s business card— IMA Industries, S.r.l. (R.33-1, ¶ 5; see id., Ex. 1.) The business card attached to the Metallo Declaration states “IMA Industries” on the top and lists Mr. Bianchi as “Sales Director” with an email address @ima-industries.com. (R.33-1, Ex.l.) The business card also provides two addresses. The first address listed on the front of the card is for “IMA Industries S.r.l.” and states: 40069 Zola Predosa, (Bologna) Italy. (Id.) This address is the same as that listed in Plaintiffs’ Complaint for FillSh-ape; (See R.l, ¶ 14.) The second address listed on the back of the card is for “IMA Industries S.r.l; Unipersonale (Registered Office-)” and ■ states: 40064 Ozzano dell’Emilia (Bologna) Italy. (R.33-1, Ex.l.j This address is'the 'same as that listed in Plaintiffs’ Complaint for Ima S.p.A. (See R.l, ¶ 10.) Construing the evidence from the pleadings and affidavits in the light most favorable to Plaintiffs, it is reason1 able to infer that Mr. Bianchi’s presence at the Pack-Expo trade show was on behalf of all Defendants. See Avocent, 552 F.3d at 1329 (explaining that for a Rule 12(b)(2) motion, the court must construe the pleadings and affidavits in the light most favorable to the plaintiff). Avocent, 552 F.3d at 1329; see also Pennington, 457 F.3d at 1338.
Treating the trade show contact as Defendants’ contact, however, does not end the inquiry. The Court must determine whether that contact, alone is sufficient to ¡demonstrate purposeful availment. The Federal Circuit has addressed a trade show contact for the purposes of specific jurisdiction. See Synthes, 563 F.3d at 1297-99; Patent Rights Prot. Grp., LLC. v.Video Gaming Techs., Inc., 603 F.3d 1364, 1369-70 (Fed.Cir.2010); Med. Solutions, Inc. v. C Change Surgical, LLC., 541 F.3d 1136, 1140-41 (Fed.Cir.2008).
In Synthes, the Federal Circuit found it had personal jurisdiction over a Brazilian defendant that had appeared at a single trade show in the forum state. 563 F.3d at 1298. It did so, however, in the context of a Rule 4(k)(2) analysis, which required that it consider a defendant’s contacts with the nation as a whole. Id. at 1296. The same defendant had attended six other tradesh-ows elsewhere in the United States. Id. at 1291. On that basis, the court found that attendance at a single. trade show in the forum state, in addition to six other tra-deshow attendances in the United States together and other deliberate contacts with the United States, constituted sufficient contacts to establish that the Brazilian defendant purposely availed itself of the United States. Id, at 1298; see also Patent Rights, 603 F.3d at 1370 (finding the exercise-of specific jurisdiction fair and not particularly onerous where the defendants admitted presence at numerous trade shows in the forum state)., Qn the other hand, in Medical Solutions, the Federal Circuit expressly- considered the plaintiffs assertion that the defendants attendance at a trade show in the forum state where it displayed prototypes of the allegedly infringing product, staffed its booth with representatives, and made product brochures available constituted a “use” under 35 U.S.C. § 271(a) that conferred personal jurisdiction. 541 F.3d at 1140-41. The Federal Circuit rejected the plaintiffs argument, however, and affirmed the district court’s ruling that the trade show activities did not constitute a “use” of the allegedly infringing product rendering the plaintiffs prima facie case of jurisdiction unsupported. Id.
As established by the Federal Circuit, a single attendance at a trade show is not, alone, sufficient to support a prima facie case of personal, jurisdiction. Indeed, at least one district court has distinguished Synthes on this very basis. See e.g., Gro Master, Inc. v. Farmweld, Inc., 920 F.Supp.2d 974, 982 (N.D.Iowa.2013) (distinguishing Synthes for its multiple trade show contacts with the United States and finding a single trade show appearance in the forüm staté insufficient to support specific jurisdiction because it “is merely an insubstantial contact with the forum”). Indeed, Synthes “does not stand for the proposition that a single appearance at a trade show is sufficient to establish the minimum contacts required for the proper exercise of ‘specific’ personal jurisdiction.” Id.
Applying this background, it becomes apparent that Defendants’ single attendance — via Mr. Bianchi — at the Pack Expo trade show does not establish specific personal jurisdiction. Moreover, the trade show is the only contact Plaintiffs allege Defendants have with- Illinois. Thus, Defendants’ attendance at the Pack Expo— displaying promotional, materials,- describing FillShape’s background and expertise in the industry, and showing , a prototype video, without more, fails to establish that Defendants purposefully directed their activities toward the residents of Illinois.
2. Plaintiffs Have Failed to Establish that Their Claims of Infringement and Misappropriation Arose out of or Relate to Defendants’ Alleged Infringement at the Pack-Expo Trade Show
Given that Defendants’ trade show attendance alone is insufficient to establish purposeful direction, the Court’s specific jurisdictional inquiry could end here. Even if Defendants’ trade show attendance were enough, however, Plaintiffs have not shown that the factual basis- of the alleged claims of patent infringement and trade secret misappropriation relates to Defendants’ trade show activities. See Celgard, 792 F.3d at 1377-78 (explaining the second required'prong of the specific jurisdiction test of whether the claim arises out of or relates to1 the defendant’s activities with the forum state). Specifically, Plaintiffs factual basis demonstrating Mr. Bianchi’s conduct related to an alleged “offer for sale” of-an allegedly infringing machine under 35 U.S.C. § 271(a) is insufficient to confer specific jurisdiction under the second prong of the specific jurisdictional test. See 3D Sys., Inc. v. Aarotech Labs, Inc., 160 F.3d 1373, 1378-79 (Fed. Cir.1998) (analyzing an alleged offer for sale to determine whether it supports the second prong of the specific jurisdictional test).
Patent infringement occurs when an accused infringer “without authority makes, uses, offers to sell or sells any patented invention.” 35 U.S.C. § 271(a). Accordingly, in order for the Court to exercise specific jurisdiction over Defendants, Plaintiffs must sufficiently allege that Defendants did one of these listed activities. Here, Plaintiffs allege that Defendants engaged in an offer to sell at the Pack-Expo trade- show. The Federal Circuit has defined liability for an “offer to sell” under Section 271(a) “according to the norms of traditional contractual analysis.” MEMC Elec. Materials, Inc. v. Mitsubishi Materials Silicon Corp., 420 F.3d 1369, 1376 (Fed.Cir.2005) (citing Rotec Indus., Inc. v. Mitsubishi Corp., 215 F.3d 1246, 1254-55 (Fed.Cir.2000)). According to the Federal Circuit, in order to qualify as an “offer to sell” under Section 271(a), a defendant must “communicate[ ] a ‘manifestation of willingness to enter into a bargain, so made as to justify another person in understanding that his assent to that bargain is invited and will conclude it.’ ” Id. (quoting Restatement (Second) of Contracts § 24 (1979)). To constitute an “offer to sell” under traditional contract principles, an offer requires a definite price term, otherwise, the offeree could make the offer into a binding contract by a simple acceptance. See id. (citing Rotec Indus., 215 F.3d at 1251) (“[T]he e-mails, while containing a description of the allegedly infringing wafers, do not contain any price terms. Accordingly, on their face, the e-mails cannot be construed as an ‘offer’ which [the defendant’s customer] could make into a binding contract by simple acceptance.”).
The Federal Circuit provided further guidance as to what constitutes an offer for sale in In 3D Systems, the Federal Circuit determined that the price quotation letters constituted- an “offer-.to sell” since they contained a specific description of the accused product and the price at which it could be purchased. 160 F.3d at 1379. In HollyAnne Corp. v. TFT, Inc., the Federal Circuit noted in dicta that under Section 271(d) an offer to sell contains “the hallmarks of a potential ■ commercial transaction.- (i.e., á quotation of price and a product description, or a communication that the item was available for purchase by the intended donee).” 199 F.3d 1304, 1309-10 (Fed.Cir.1999) Thus, Federal Circuit law makes it clear that an “offer to sell” under Section 271 requires both a description of the product and a fixed price term. •
According to the Metallo Declaration, Mr. Bianchi provided estimated prices at the Pack-Expo trade show stating that purchasing a hot filling machine required “an investment in the range of 1 million euro” while purchasing an aseptic cold filling machine required “an investment in the range of 4 million euro”. (R, 33-1, ¶¶ 14,15; see also id., ¶ 16 (explaining that a cold filling machine for rigid containers required an investment of “about 4 million euro”).) Given the clear direction under Federal Circuit law, these verbal price estimates cannot reasonably be construed as an offer for which Mr. Bianchi understood to invite Mr. Metallo’s assent to the terms and if given, would conclude the bargain. See MEMC, 420 F.3d at 1376 (explaining that an “offer to sell” must “communicate[] a ‘manifestation of willingness, to enter into, a bargain, so made as to justify another person in understanding that his assent to that bargain is invited and will conclude it”) (emphasis added).
Plaintiffs further argue that according to the norms-of the industry an “offer to sell” may occür in certain circumstances without a price term. In support of their argument, Plaintiffs cite Mr. Bianchi’s declaration wherein he states: “[p]rice quotes for pouch filling machinery are not provided prior to, and sales of pouch filling machinery are preceded by, detailed discussions with potential customers about their particular requirements for machinery (including whether the machinery is suitable for the customer’s intended application), as well as extensive negotiation regarding terms that will impact price, such as. customization, delivery, maintenance, and support.” (R. 25-1, ¶ 8.) Plaintiffs argue that in such a . situation, an offer for sale may occur without a price term.
The Court disagrees. Even taken in the light most favorable to Plaintiffs, the situation described by Mr. Bianchi does not support the position Plaintiffs assert. Instead, the reasonable inference from Mr. Bianchi’s statement suggests that until Defendants engage in detailed discussions with potential customers, any preceding discussions lacking a complete description of the appropriate product for the customer’s use are incapable of expressing the willingness to enter into a bargain. See MEMC, 420 F.3d at 1376. Here, Mr. Bian-chi and Mr. Metallo did not discuss any of the specific details about the product being sold and failed to identify a definite price term. Notably, it is undisputed that Defendants had not yet built a filling machine at the time of the trade show. (See R.25-1, ¶ 6.) Plaintiffs also do not dispute that the trade show video showed only a prototype. (Id., ¶5.) Given these facts, a proposed loose agreement between the parties that d