Full opinion text
ORDER MARCUS, District Judge. THIS CAUSE comes before the Court upon the following motions: (1) Defendant Tae II Media’s Emergency Motion for PreJudgment Replevin, Attachment and/or Preliminary Injunction and Order to Show Cause, filed December 5, 1995; (2) Defendants Tae II USA, Techmedia and Otomation’s Rule 12(b)(6) Motion to Dismiss Plaintiffs Complaint, filed January 16, 1996; (3) Defendants Tae II USA, Techmedia, Otomation and Park’s Rule 56 Motion for Summary Judgment Dismissing Plaintiffs Complaint, filed January 16, 1996; (4) Defendant Park’s Rule 12(b)(6) Motion to Dismiss Complaint, filed January 16, 1996; and (5) Defendants Tae II USA, Techmedia, Otomation and Park’s Rule 12(b)(2) Motion to Dismiss for Lack of Personal Jurisdiction, filed January 16,1996. After a thorough review of the record and pleadings, and having considered the argument of counsel, Defendant Tae II Media’s emergency motion for pre-judgment replevin, attachment and/or preliminary injunction and order to show cause must be and is DENIED. Defendants Tae II USA, Techmedia and Otomation’s motion to dismiss for lack of personal jurisdiction is GRANTED as to Defendant Tae II USA, and the Plaintiffs complaint is DISMISSED as to this Defendant. The motion is DENIED as to the other Defendants. Defendants Tae II USA, Techmedia and Otomation Rule 12(b)(6) motion to dismiss, Tae II USA, Techmedia, Oto-mation and Park’s Rule 56 motion for summary judgment and Park’s motion to dismiss are all GRANTED IN PART and DENIED IN PART. The Plaintiffs breach of contract claims in Counts I, III, IV and IX are DISMISSED to the extent that they concern these Defendants. In all other respects, the motions to dismiss and motions for summary judgment are DENIED. I. Plaintiff Future Tech International, Inc. filed this diversity action on November 13, 1995 against Defendants Tae II Media, Ltd., Tae II USA, Inc., Tech Media Computer Systems, Inc. (“Techmedia”), Otomation Engineering, Inc. and Andrew Park. Future Tech, a buyer/distributor of computer equipment, alleges among other things that the Defendants, manufacturers of computer equipment, have engaged in conduct designed to usurp its Latin American distribution network. The complaint alleges breach of contract (Count I), fraud in the inducement (Count II), breach of purchase orders by failing to deliver product and late deliveries (Count III), breach of contract and warranty (Count IV), tortious interference with business relationships (Count V), theft of trade secret (Count VI), breach of fiduciary duty (Count VII), bad checks (Count VIII), breach of contract (Count IX) and trade dress infringement (Count X). As relief, Future Tech seeks $100,000,000.00 in compensatory damages and an additional $100,000,-000.00 in punitive damages, plus costs and interest. The allegations in the complaint can be summarized as follows. Future Tech was established in 1988, and thereafter entered the Latin American market as a distributor of Samsung monitors and other computer products. In 1993, Future Tech determined that brand loyalty was important, and that it would offer its own brand of computer products in order to strengthen market share. In •view of previous problems regarding Samsung, which allegedly interfered with Future Tech’s distribution channel by attempting to sell its products directly to customers in Latin America, Future Tech insisted that companies manufacturing products for its new brand (MarkVision) promise not to interfere with its network of customers. In the summer of 1994, according to the Plaintiff, it agreed with Defendant Tae II Media, Ltd. that Tae II Media would be the sole manufacturer of monitors and computer systems for its MarkVision brand. Tae II Media also committed to maintain a $5 million dollar line of credit. Future Tech now asserts that the Defendants (all of whom are associated with Tae II Media, Ltd.) “never intended to live up to any contract or promise [and instead] intended to put a strangle hold on [Future Tech] and [its] plan to build the MarkVision name by aggressively developing branded loyalty to Defendants’ own brand, Tech Media.” Id. at ¶28. Plaintiff insists that the Defendants (1) withheld products and falsely promised a catch-up schedule; (2) took orders knowing they could not deliver the products; (3) provided Tech Media branded products for MarkVision products; (4) solicited Future Tech’s customers; (5) delayed the delivery of MarkVision products, creating a need on the part of Future Tech customers and facilitating their secret competition with the Plaintiff; and (6) used Future Tech’s “motherboards, cases, and bezels” in their own systems, creating customer confusion. Id. Plaintiff also alleges that it agreed with Defendants as early as June, 1994 that, in order to avoid customer confusion, no other monitors or systems produced by Tae II Media would be distributed in Latin America, and Future Tech would be given certain trade appearance and price protections. More specifically, Future Tech maintains that untimely shipments emerged as a problem from the very outset of the parties’ relationship, with the first shipping delay announced in writing by the Defendants on July 14, 1994. Plaintiff adds that problems relating to exclusivity began by late November, 1994. A meeting was held in Korea in December, 1994, after which Future Tech allegedly received new assurances relating to exclusivity and price protection. In January and February, 1995, Plaintiff says that the Defendants provided additional assurances to address continuing problems regarding exclusivity and price protection. During this time, the Defendants represented to Future Tech that its products would have the lowest prices in South America, and also assured Plaintiff that they were “not interested in interfering in the South American mar-ket_ In no circumstances will Tech Media knowingly sell our products for direct sales to the South American Market.” Id. at ¶ 52. Further problems relating to price protection and delays in filling orders took place between February and July of 1995, although additional promises and assurances were made during this time. At one point in March, 1995, Future Tech felt compelled to re-label and re-box products of Defendant Teehmedia in order to alleviate delays in the delivery of its Mark Vision products. In July, 1995, the parties reached still another agreement addressing issues of price and exclusivity. Nevertheless, Plaintiff submits that it learned that Tae II Media was breaching the agreement “literally as the ink was drying,” and that Tae II Media “never had any intent to perform.” Id. at ¶79. In particular, Future Tech alleges that it learned Tae II Media “had sent several containers of its products direct[ly] into South America, promoting its brand over that of Plaintiff, including motherboards and bezels, while withholding shipments of MarkVision branded products. [Tae II Media] sold then-products using Future Tech International’s motherboard and case bezels to pawn those ‘covered over’ motherboards and pawning off specifically designed products owned by Future Tech International as its own.” Id. Plaintiff alleges that Defendants’ secret sales in Latin America enabled them, as of October, 1995, to sever their relationship with Future Tech, and permitted Tae II Media to repudiate its contracts with the Plaintiff in favor of establishing its own Techmedia distribution channel in Latin America. Tae II Media responded to Future Tech’s complaint by filing an answer and counterclaim. Tae II Media takes the position that the Court does not have personal jurisdiction over it. It adds, however, that to the extent that this Court exercises personal jurisdiction, then Tae II Media must seek relief of its own against Future Tech. Answer of Def. Tae II Media, at ¶34. Tae II Media says that since approximately 1983, it has been in the business of manufacturing and distributing computer equipment under the Techme-dia name, and that it also operates as an original equipment manufacturer (“OEM”), making products to specification for buyers. Tae II Media says that it has developed its Techmedia brand to be distinct from the unbranded OEM product that it sells to buyers like Future Tech. According to Tae II Media, it began delivering OEM equipment to Future Tech in May, 1994, but thereafter Future Tech “regularly made belated and partial payments on the Tae II Media invoices.” Id. at ¶ 48. This Defendant further alleges that Future Tech sold Tae II Media’s Techmedia equipment by removing the trademark without its permission and mislabeling the same as “MarkVision.” Id. at ¶ 49. Tae II Media says that the relabeling of the product was a false representation which had a misleading and deceptive effect on customers. In addition, Tae II Media says that Future Tech failed to make payments and is now past due on its invoices. The counterclaim alleges breach of contract (count I), action for price (Count II), action for replevin (count III), action for attachment (Count IV), and federal statutory unfair competition (Count V), and seeks damages based on over $16,000,000 of equipment allegedly manufactured and sold to Future Tech. The parties appeared before this Court for a status conferences on April 29, 1996, at which time the Court took argument on the various pending motions. II. Defendant Tae II Media has moved for pre-judgment replevin, attachment and/or preliminary injunction, or an Order to show cause why this relief should not be provided pursuant to Fed.R.Civ.P. 64. Future Tech responded on December 19, 1995, and Tae II Media replied on January 2,1996. With this application, Tae II Media seeks: (1) the issuance of a pre-judgment writ of replevin or attachment; and (2) the issuance of a temporary and preliminary injunction concerning shipping containers of computer equipment worth somewhere between $7,000,000.00 and $16,384,810.00, presently in the possession of Future Tech, and/or its ocean carrier and/or bailee. As noted above, Tae II Media contends that since August 1995, it has manufactured, sold and delivered to Future Tech’s freight forwarder and ocean carrier, Maersk Lines, equipment covered by invoices totaling some $16 million dollars. The shipments were made F.O.B. Pusan, Korea and the payment terms were “net 90 days.” Tae II Media argues that, as of November 26, 1995, Future Tech was past due on the invoices to the extent of $3,808,528.00 of the $16,384,-810.00. Due to this asserted failure to pay invoices, and in view of the Future Tech’s commencement of this lawsuit, Tae II Media deemed itself insecure as to Future Tech’s willingness to meet its contractual obligations, and exercised its rights under Fla. Stat. § 672.609 to demand adequate assurances of Plaintiffs future performance. Not having received the sought-after assurances, Tae II Media says it properly exercised its right under Fla.Stat. § 672.705 to stop delivery of the containers in transit, and direct the carrier to deliver the equipment back to it. Tae II Media now indicates that Future Tech is threatening to take possession of the Maersk Lines containers, even though it has failed to pay for the equipment. Based on these facts and circumstances, Tae II Media maintains that injunctive relief pending a hearing on its application for prejudgment remedies of a writ of replevin or a writ of attachment is warranted, and additionally contends that the underlying application for the prejudgment remedies is appropriate. In response, Future Tech asserts that Tae II Media has not made a sufficient showing for the relief that it seeks. A. Tae II Media’s Application for a Writ of Replevin Defendant Tae II Media seeks a writ of replevin under Florida law to recover items of computer equipment that it claims it is entitled to possess. Count III of Tae II Media’s Counterclaim alleges the following: Count III (Action for Replevin) 68. This is an action to recover possession of personal property in the Southern District of Florida, described as all Tae II Media Equipment (the “Equipment”) in possession of Future Tech and/or its carrier and/or its bailee. 69. To the best of Tae II Media’s knowledge, information and belief, the price of the Equipment equals or exceeds approximately $7,000,000.00, and includes Equipment in the process of being delivered and any Equipment already delivered to Future Tech which has not yet been disposed of by Future Tech. 70. Tae II Media has made demand on Future Tech for the return of the Equipment to no avail and has made demand on the carrier to stop delivery to Future Tech and to redeliver the Equipment to Tae II Media. 71. Tae II Media is entitled to possession of the Equipment based upon, including without limitation, Tae II Media’s proprietary interest as manufacturer and seller of the Equipment, Future Tech’s breach of its contract with Tae II Media by its failure to pay past due invoices as agreed, and Future Tech’s failure to provide Tae II Media with adequate assurance when demanded by Tae II Media. 72. To the best of Tae II Media’s knowledge, information and belief, the Equipment is located at the Port of Miami in possession of the freight forwarder Mercantile Logistics, Inc. and/or the ocean carrier Maersk Line or at Future Tech’s facilities within the Southern District of Florida. 78. The equipment is being wrongfully detained by Future Tech and Future Tech has engaged in or about to engage in conduct that may place the computer equipment, in whole or in part, in danger of concealment, waste, removal from the state, removal from the jurisdiction of the Court, or transfer to an innocent purchaser during the pendency of this action. 74. The Equipment has not been taken for a tax, assessment of fine, nor under execution or attachment against the Equipment or property of Tae II Media. C’claim, at ¶¶ 67-74. In support of its application for the writ, Defendant Tae II Media has submitted a declaration from Byungil Park, the directing manager of the Overseas Sales Department of Tae II Media. Park attests, in pertinent part, as follows: 2. This declaration is submitted at the request of Tae II Media in support of its Emergency Motion for Replevin and Other Temporary Relief regarding approximately US$7,000,000.00 of containers of computer equipment shipped by Tae II Media to Future Tech International, Inc. (“Future Tech”). All or a large part of these containers of computer equipment are currently in possession of Future Tech, or Maersk Lines, an ocean carrier, and/or Mercantile Logistics, Inc., bailee. Tae II Media seeks to stop delivery of this equipment to Future Tech and to return to any equipment in Future Tech’s possession which has not been sold to third parties, based upon Tae II Media’s proprietary interest as manufacturer and seller of the equipment, Future Tech’s breach of its contract with Tae II Media by its failure to pay approximately US$3.8 million in past due invoices as agreed, and Future Tech’s failure to provide Tae II Media with adequate assurance when demanded by Tae II Media. 4. Since August 1995, Tae II Media has manufactured and delivered to Future Tech’s freight forwarder and ocean carrier computer equipment and mailed invoices totaling $16,384,810.00. These shipments were made F.O.B. Pusan, Korea, and the payment terms were “net 90 days.” Attached to this declaration as Exhibit “A” is a summary of Tae II Media’s shipments, sales and invoices to Future Tech. 5. As of November 26,1995, Future Tech is past due on Tae II Media invoices in the amount of US$3,808,528.00, of the total $16,384,810.00, for computer equipment Tae II Media sold and delivered to Future Tech. Attached to this declaration as Exhibit “B” is a summary of Future Tech’s past due status which shows the invoice number and amount, model and quantity of equipment shipped, the price of the equipment shipped, the due date and the payment status. Future Tech has failed to pay these invoices as agreed. Tae II Media has demanded payment from Future Tech of these invoices but Future Tech has not made payment to Tae II Media as demanded. 10. In disregard of Tae II Media’s directions to Future Tech, the carrier and/or bailee, and Tae II Media’s proprietary interest as seller, Future Tech is threatening to take possession of the containers of computer equipment from the carrier and bailee, even though Future Tech failed to pay for the equipment. The carrier and bailee is threatening to deliver the equipment based on Future Tech’s presentment of bills of lading and tender of the freight charges. To the best of Tae II Media’s knowledge, information and belief, the invoice price of the Equipment in possession of Future Tech, the carrier and/or bailee is approximately $7,000,000.00. I have written Maersk Line and Mercantile Logistics and have asked for the number of containers in their possession, but have not been given that information. Based upon delivering dates, it is my belief that of the containers of computer equipment delivered by Tae II Media to Future Tech’s carrier priced in excess of $16 million, approximately $7 million is in transit, or in the carriers’ storage facilities, and the balance of approximately $9 million has already been delivered by the carrier to Future Tech. 12. Tae II Media is entitled to possession of the computer equipment based upon, including without limitation, Tae II Media’s interest as manufacturer and seller of the computer equipment, Future Tech’s breach of its contact with Tae II Media by its failure to pay past due invoices as agreed, and Future Tech’s failure to provide Tae II Media with adequate assurance when demanded by Tae II Media. 13. To the best of Tae II Media’s knowledge, information and belief, the computer equipment is located at Future Tech’s facilities in Dade County, Florida and/or the Port of Miami in possession of the freight forwarder Mercantile Logistics, Inc. and/or the ocean carrier Maersk Line. 14. The Computer equipment is being wrongfully detained by Future Tech and the carrier and/or bailee and Future Tech has engaged in or is about to engage in conduct that may place the computer equipment, in whole or in part, in danger of concealment, waste, removal from the state, removal from the jurisdiction of the Court, or sale by Future Tech to an innocent purchaser during the pendency of the action. Def.Emerg.Mot., Dec. of Byungil Park, at ¶¶ 2, 4, 5,10,12-14. Future Tech has submitted a declaration from Marcel Crespo, its Vice-President of Purchasing, in opposition to Tae II Media’s motion: 8. By agreement of the parties, the terms of the sale were open account, F.O.B. Bu-san, Korea, net ninety (90) days. Tae II Media agreed to manufacture and deliver to the carrier selected by Future Tech, Maersk Line, Future Tech’s cargo consisting of MARKVISION monitors and MARKVISION computer systems and peripherals designed by Future Tech. Thereafter, Mercantile, on behalf of Future Tech, booked the cargo on Maersk Line vessels, the carrier selected by Future Tech. See Declaration of Ms. Jennifer Seijas, Comptroller, Future Tech International, attached hereto as exhibit “A.” 10. Based upon Tae Il[] Media’s agreement to sell F.O.B. Korea, and as admitted by Tae II Media in its Motion, Mercantile, a freight forwarder selected by Future Tech agreed to act as shippers agent for Future Tech International and agreed to arrange, book, and otherwise prepare the required documentation for the transportation of Future Tech’s cargo with Maersk Line. 11. At all times relevant to Future Tech’s shipment of its cargo, Mercantile arranged, booked, and otherwise prepared bills of lading at the instructions of Future Tech. After receiving delivery of MARKVISION monitors and computer systems from the manufacturer, Tae II Media, Maersk Line would then issue either a straight or order bill of lading naming either Future Tech as the shipper or consignee on a straight bill and to “order of Future Tech” on an order bill. On some bills of lading Future Tech’s customers appears as the consignee, or Mercantile appears as agent for the shipper, Future Tech. 13. Future Tech also purchased marine insurance for all of its shipments originating at [P]usan, Korea and destined to either Miami, Florida, Long Beach, California, or various destinations in Latin America. Future Tech insured its cargo because the terms of sale were F.O.B. Korea and I understand that under this shipping term, risk of loss passed to Future Tech once the goods were delivered to the carrier and loaded on the vessel. Insurance was important to secure payment in the event of loss, damage, or destruction of Future Tech’s monitors and computer systems. 14. At all times, Future Tech acted as the lawful shipper for its cargo and as such assumed risk of loss and control of the routing and direction of its cargo to ultimate destination in Latin America based on its customers’ need and demand. 32. I have read the Declaration of Mr. Park and it appears that he has not properly described the shipments he seeks possession of by reference to any bills of lading number, date of shipment, ultimate destination, and name of shipper or consignee. In his Declaration, Mr. Park only refers to the “return of any equipment in Future Tech’s possession which has not been sold to third parties.... ” Park [aff.], ¶ 2, page 2. Notice of Filing Dec. of Marcel Crespo, December 19, 1995, at ¶¶ 8, 10, 11, 13, 14, 32. Under Florida law, replevin is a legal action to obtain the recovery of property and/or damages for the wrongful detention of the property. See Delco Light Co. v. John Le Roy Hutchinson Properties, 99 Fla. 410, 128 So. 831, 835 (1930). In order to secure re-plevin relief, “the plaintiff must show a right of possession in himself. He must show that he was entitled to the possession of the property when the action was brought.... The gist of the action is not the taking of the property, but rather the wrongful detention of it and the plaintiffs right to immediate possession.” Id. This common law formulation has been incorporated into a Florida statute, which provides that: Any person whose personal property is wrongfully detained by any other person or officer may have a writ of replevin to recover said personal property and any damages sustained by reason of the wrongful taking or detention as herein provided. Fla.Stat. § 78.01. Pursuant to the statute, a prejudgment writ of replevin requires the recitation of the following information: (1) A description of the claimed property that is sufficient to make possible its identification and a statement, to the best knowledge, information, and belief of the plaintiff of the value of such property and its location. (2) A statement that the plaintiff is the owner of the claimed property or is entitled to possession of it, describing . the source of such title or right. If the plaintiffs interest in such property is based on a written instrument, a copy of said instrument must be attached to the complaint. (3) A statement that the property is wrongfully detained by the defendant, the means by which the defendant came into possession thereof, and the cause of such detention according to the best knowledge, information and belief of the plaintiff. (4) A statement that the claimed property has not been taken for a tax, assessment, or fine pursuant to law. (5) A statement that the property has not been taken under an execution or attachment against the property of the plaintiff or, if so taken, that it is by law exempt from such taking, setting forth a reference to the exemption law relied upon. Fla.Stat. § 78.055. Moreover, a prejudgment writ of replevin: (1) ... may be issued and the property seized delivered forthwith to the petitioners when the nature of the claim and the amount thereof, if any, and the grounds relied upon for the issuance of the writ clearly appear from the specific facts shown by verified petition, or by separate affidavit of the petitioner. (2) This prejudgment writ of replevin may issue if the court finds, pursuant to subsection (1), that the defendant is engaging in, or is about to engage in, conduct that may place the claimed property in danger of destruction, concealment, waste, removal from the state, removal from the jurisdiction of the court, or transfer to an innocent purchaser during the pendency of the action or that the defendant has failed to make payment as agreed. Fla.Stat. § 78.068. In determining whether a writ of replevin should issue, the Court must: consider the affidavits and other showings made by the parties appearing and make a determination of which party, with reasonable probability, is entitled to the possession of the claimed property pending final adjudication of the claims by the parties. This determination shall be based on a finding as to the probable validity of the underlying claim alleged against the defendant. If the court determines that the plaintiff is entitled to take possession of the claimed property, it shall issue an order directing to clerk of the court to issue a writ of replevin. However, the order shall be stayed pending final adjudication of the claims of the parties if the defendant files with the court a written undertaking executed by a surety approved by the court in an amount equal to the value of the property. Fla.Stat. § 78.067. It is important to underscore that an action for replevin “is not brought, like the action of assumpsit, for example, for the purpose of recovering the amount which might be found to be due from the defendant to the plaintiff on account, but to recover the property in dispute.” Johnson v. Clutter Music House, 55 Fla. 385,46 So. 1, 2 (1908). Again, in a replevin proceeding, “the main issue is the right of possession.” Sandy Isles of Miami, Inc. v. Futernick, 154 So.2d 355 (Fla.3d Dist.Ct.App.1963). A corollary of the general theory of the replevin action is that: [t]he plaintiffs choice of remedies is of importance, for he may waive his right to the property by seeking a remedy that affirms title and right to possession of the property in another, as, for instance, where he sues the vendee for the purchase price, Coronet Kitchens, Inc. v. Mortgage Mart, Inc., 146 So.2d 768, 769 (Fla.2d Dist.Ct.App.1962) (emphasis added). We are not persuaded that, on this record, Tae II Media has met its burden of establishing its right to replevy of the two containers currently held by Maersk Lines. To begin with, Tae II Media has failed to demonstrate to a reasonable probability that it is “the owner of the claimed property or is entitled to possession of it.” Id. The record makes clear that Future Tech, not Tae II Media, has title to the computer equipment in the containers. The parties seem to agree that the goods in question were sold on the terms F.O.B. Pusan, Korea and “net 90 days.” In other words, “delivery” to Future Tech occurred not in Miami, but in Pusan, where title and the risk of loss passed to Future Tech. Thus, although the goods were — and continue to be — in the possession of Future Tech’s shipper, Future Tech has had lawful title to the equipment since delivery at Pusan. See, e.g., Charia v. Cigarette Racing Team, Inc., 588 F.2d 184, 188 (5th Cir.1978) (stating that “[s]hipment ‘FOB Florida’ simply means that title to the goods and the risk of their loss passed to Charia in Florida, and Charia bore the cost of shipping from Florida to Louisiana”); Jacobson v. Neuensorger Korbwaren-Indus. F.K, K-G., 109 So.2d 612, 614 (Fla. 3d Dist.Ct.App.1959) (stating that “[t]he provision of the contract for sale of the merchandise stating the price and providing ‘f.o.b. Hamburg order Bremen’ resulted in title to the goods passing to the purchaser at that point of shipment (Hamburg) .... From that point, and dining the balance of the journey, the risk of loss was on the purchaser.”) (citations omitted). It is noteworthy that Park’s affidavit never suggests that Future Tech, the consignee on the bills of lading and the insurer of the goods, does not have title to the equipment. Moreover, the fact that actual delivery of the equipment to Future Tech has not yet been effected by Maersk Lines is of no moment to our analysis. The law in Florida is clear that a writ of replevin may only issue against specific property as to which a claimant has a possessory right. In Prestige Rent-A-Car v. Advantage Car Rental and Sales, 656 So.2d 541 (Fla. 5th Dist.Ct.App.1995), for example, the court found a right to possession for purposes of a replevin action where the parties’ lease agreement gave the moving party the express right to possession upon default under the contract. Id. at 545. Similarly, in Morse Operations, Inc. v. Superior Rent-A-Car, Inc., 598 So.2d 1079 (Fla. 5th Dist.Ct. App.1992) — a case which, according to Tae II Media, is on point — the right to possession was found to be demonstrated to a reasonable probability not only because the non-moving party breached the parties’ lease agreement, but also because a bankruptcy court order formally “empowered [Morse] to replevy the cars” from the non-moving party. Id. at 1080-81. But Tae II Media has not called our attention to any provision in its contract(s) with Future Tech that affords it an express right to retake possession of the computer equipment, once title has passed, upon a showing that Future Tech is in complete or partial default. See, e.g., Medina v. Star Holding Co. No. 1., Inc., 588 So.2d 1032 (Fla. 3d Dist.Ct.App.1991) (awarding prejudgment writ of replevin against stock certificates owned by the defendant, where the issuer established that it was entitled to possession of the certificates under a pledge agreement between the parties); compare McMurrain v. Fason, 573 So.2d 915 (Fla. 1st Dist. Ct App.1990) (dissolving writ where the parties’ agreement for operation of a computer store did not authorize the franchisor “to take possession, immediately or otherwise,” of the franchisee’s inventory upon the occurrence of the events alleged in the franchisor’s complaint). Nor has Tae II Media called our attention to another legal authority, such as a bankruptcy court order, affording it a right of immediate possession. Tae II Media nevertheless suggests that a seller may obtain a writ of replevin over goods sold to a buyer upon the mere showing that the buyer has not paid for the goods, even though title to the goods has passed to the buyer and no right of possession has been shown. As support for this proposition, the Defendant cites, among other cases, Transtar Corporation v. Intex Recreation Corp., 570 So.2d 366 (Fla. 4th Dist.Ct.App. 1990) and Landmark First National Bank v. Beach Bait and Tackle Shop, Inc., 449 So.2d 1287 (Fla. 4th Dist.Ct.App.1983). We do not agree that these cases establish the principle for which they are cited. In Transtar, the plaintiff obtained a writ of replevin over certain goods sold to the defendant. The defendant moved to dissolve the writ. The trial court denied relief, after which the defendant appealed. The Fourth District Court of Appeals affirmed the trial court’s ruling in a terse opinion that reads as follows: After appellant purchased certain goods from appellee but failed to pay, appellee successfully sought replevin of the goods. The trial court denied appellant’s Motion to Dissolve Prejudgment Writ of Replevin. It is appellant’s position on appeal that replevin does not lie in the absence of a security interest or other independent pos-sessory interest in the goods sought to be replevied. This is clearly wrong. The applicable statute is section 78.068, Florida Statutes (1989), which authorizes the issuance of a pre-judgment writ of replevin where “the defendant has failed to make payment as agreed.” We have previously applied this statute in accordance with the position taken by appellee in this ease. Accordingly, we affirm. 570 So.2d at 367 (citations omitted). Trans-tar does not contain any discussion of the terms of the parties’ contract of sale, or otherwise shed light on the circumstances surrounding the transaction at issue. Absent this information, it is difficult to read the opinion as anything more than a straightforward confirmation of the fact that a buyer’s failure to pay for goods is one of the conditions identified in section 78.068(2) as a possible trigger for prejudgment replevin. The effect of reading the ease otherwise would be curious indeed. Section 78.068(2) sets forth some of the conditions upon which a writ of replevin may be issued, including the removal of property from the jurisdiction, threatened transfer to innocent purchasers and failure to pay as agreed. However, nothing in this section contradicts other parts of the replevin scheme, which require the court to first determine to a reasonable probability who has a lawful right to possession of the property. Fla.Stat. § 78.055(2); see also Ethiopian Zion Coptic Church v. City of Miami Beach, 376 So.2d 925, 926 (Fla. 3d Dist.Ct.App.1979) (dismissing replevin claim brought to recover marijuana plants seized from church because the plants were contraband and the church had no right to possess them, and adding that “the main issue [in a replevin action] is the right to immediate possession”). Put another way, a court need only reach the question of right to possession if one of the conditions in Fla.Stat. § 78.068(2) is shown, but that is altogether different than saying that a right to possession need not even be shown, and that satisfaction of the conditions in Fla.Stat. § 78.068(2) is in and of itself sufficient for the issuance of a writ of replevin. To accept this theory would be to stand the replevin statutory scheme on its head. For similar reasons, the Defendant’s reliance on Landmark is unpersuasive. In that case, the Fourth District Court of Appeal discussed the power of a trial judge to dissolve a writ of replevin even though the movant establishes the “failure to pay” condition. As in Transtar, however, the Landmark panel did not lay out the facts of the case before it, which makes it impossible for us to discern whether the Court was in fact doing away with the threshold statutory requirement that the petitioner prove his right to possess the property to be replevied. Neither of these cases expressly holds that a seller may obtain replevin of goods even though lawful title and actual possession of the goods are with the buyer. Under the facts and circumstances of this lawsuit, we accord little weight to these opinions, and instead follow the plain and unambiguous language of the statute, as reflected in cases like Prestige Rent-A-Car and McMurrain. But even assuming arguendo that Trans-tar stands for the sweeping proposition that the Defendant asserts, and in so doing properly states the law of Florida, the reasoning of that case is unhelpful to Tae II Media, because it has failed to prove with particularity that the items it seeks to replevy — the two containers retained by Maersk Lines— hold the specific items of computer equipment as to which Future Tech is in default. If nothing else, Transtar presupposes that the seller can establish a clear and unmistakable nexus between the debt and the specific goods to be replevied. At best, the pleadings and declarations submitted in support of Tae II Media’s application reveal that (1) the Maersk Lines containers hold products that have been shipped to Future Tech from Tae II Media; and (2) Future Tech may not be current on its accounts with Tae II Media. Nothing in the record establishes that any, let alone all, of the specific items in the containers are the items for which payment allegedly has not been made. Absent this particularized showing, the issuance of a writ of replevin would be improper. Tae II Media cites nothing to establish that a seller may obtain replevin of a buyer’s entire warehouse of purchased goods upon the mere showing that the buyer may be delinquent in some of his accounts as to some of the products sold. At all events, we stress that a seller who claims that a buyer has failed to pay for certain products has ample vehicles, other than an action for replevin, to obtain satisfactory relief. To the extent that the goods are unique or perishable, the buyer may move for entry of an injunction. To the extent that the goods are ordinary, the remedy is money damages, to be obtained through an action for breach of contract. For this reason, the Florida courts have recognized that a party pleading a contract cause of action essentially concedes that it does not have a possessory right to the goods in dispute, and therefore is not entitled to seek replevin. See Coronet Kitchens, 146 So.2d at 769. Here, Tae II Media can, and indeed has, asserted a cause of action to recover the price of the equipment it sold and for which it has not been paid. Count II of the Defendant’s counterclaim, entitled “Action for Price,” alleges in pertinent part: 65. Tae II Media manufactured, sold and delivered equipment to Future Tech. 66. Future Tech failed to pay Tae II Media the price of the equipment as it became due, thereby entitling Tae II Media to recover from Future Tech damages in the principal amount of the price of the equipment, incidental damages incurred in shipping delivery, and in the transportation, care and custody of the goods in connection with the return or resale of the equipment under Florida Statute § 672.710, prejudgment interest, court costs and attorney’s fees pursuant to the Agreement between the parties. C’elaim, at ¶¶ 65-66. The pleading of this cause of action, which is arguably available on these facts, is inconsistent with the asserted right to replevin. While alternate theories of relief undoubtedly may be pleaded under the Federal Rules, Florida ease law suggests that a contract claim like Count II may defeat a co-extensive claim for replevin. See Coronet Kitchens, 146 So.2d at 769 (stating that “[t]he plaintiffs choice of remedies is of importance, for he may waive his right to the property by seeking a remedy that affirms title and right to possession of the property in another, as, for instance, where he sues the vendee for the purchase price”). In short, there is nothing on this record to establish that there is a “reasonable probability” that Tae II Media is entitled to possession of the equipment held in the two containers located in this District. Even assuming that Tae II Media manufactured and sold the equipment, and assuming further that Future Tech has not paid the balance of the outstanding invoices, these facts, standing alone, do not confer on Tae II Media an immediate right to possess the equipment. The statutory requirements have not been met on this record, and accordingly the prejudgment remedy of replevin is unwarranted. In light of this holding, we need not discuss whether principles of set-off or other defenses preclude Tae II Media from obtaining replevin. B. Tae II Media’s Application for In-junctive Relief Defendant Tae II Media next seeks injunc-tive relief “directing Future Tech and its carrier to not deliver possession of the containers of computer equipment to any third party, thereby maintaining the status quo.” Def.Emerg.Mot., at 4. Defendant Tae II Media suggests that a limited injunction over a discrete res, the computer equipment for which it seeks replevin and attachment, is warranted under the circumstances. We are not persuaded. In Rey v. Guy Gannett Publishing Co., 766 F.Supp. 1142 (S.D.Fla.1991), this Court set forth the governing law as to the propriety of injunctive relief: It is undisputed that under federal law in this Circuit Plaintiffs must prove four elements to obtain a preliminary injunction. Pursuant to Fed.R.Civ.P. 65, a district court is reposed with discretionary power to grant preliminary injunctive relief. United States v. Lambert, 695 F.2d 536, 539 (11th Cir.1983); Deerfield Medical Center v. City of Deerfield Beach, 661 F.2d 328, 332 (5th Cir.1981). In exercising its discretion, however, the court must evaluate and balance four recognized prerequisites to preliminary injunctive relief: (1) a substantial likelihood that the movant will prevail on the underlying merits of the case; (2) a substantial threats that the moving party will suffer irreparable damage if relief is denied; (3) a finding that the threatened injury to the movant outweighs the harm the injunction may cause defendant; and (4) a finding that the entry of a preliminary injunction would not dis-serve the public interest. Tally-Ho, Inc. v. Coast Community College District, 889 F.2d 1018, 1022 (11th Cir.1989). It is also well-established in this Circuit that Plaintiffs bear the burden of persuasion on all four preliminary injunctive standards. United States v. Jefferson County, 720 F.2d 1511 (11th Cir.1983). Moreover, in exercising its discretion, a court is guided by established rules and principles of equity jurisprudence. Muss v. City of Miami Beach, 312 So.2d 553, 554 (Fla. 3d Dist Ct.App.), cert. denied, 321 So.2d 553 (Fla.1975). And we are reminded that “a preliminary injunction is an extraordinary and drastic remedy; it the exception and not the rule.” Canal Authority v. Callaway, 489 F.2d 567, 573 (5th Cir.1974). Id. at 1145-46. Defendant’s application, which in essence seeks a freeze on the equipment contained in the two containers with Maersk Lines, lacks a sufficient foundation, at least on this record. To begin with, Tae II Media makes no attempt to explain how the four prerequisites to injunctive relief are satisfied here. An injunction, even a limited one over specific items of property, remains an extraordinary remedy. Id. Yet Tae II Media never makes the kind of “extraordinary” showing that might convince the Court to exercise its discretion in favor of imposing an injunction in this case. First of all, Tae II Media has not demonstrated a substantial likelihood that it will prevail on the underlying merits of its case. As discussed above, the limited record before us does not establish that Tae II Media has a right to possess the equipment in the containers. Moreover, the evidence in the record is insufficient, at this time, to establish that Tae II Media will prevail on its counterclaims for recovery of the contract price. Second, Tae II Media has failed to show that it faces a substantial threat of irreparable damage if injunctive relief is denied. Even viewing the facts in a light most favorable to this Defendant, the harm that would result from Future Tech’s alleged wrongful taking of the containers of computer equipment without proper payment could be remedied quite simply and precisely with money damages. Notably, Tae II Media has not asserted that the computer equipment is not fungible, or that it has some type of special value for which damages could not, at some point in the future, form adequate compensation in the event that it prevails on its claims. Nor has the Defendant established a substantial likelihood that Future Tech will be unable to satisfy a judgment against it. We stress that “[m]ere injuries, however substantial, in terms of money ... are not enough. The possibility of adequate compensatory or other corrective relief will be available at a later date, in the ordinary course of litigation weighs heavily against a claim of irreparable harm.” Id. at 1147-48 (quoting Jefferson County, 720 F.2d 1511). Tae II Media fares no better upon a review of the balance of the hardships. There are multiple reasons supporting Future Tech’s view that injunctive relief in this case would harm it far more than the absence of injunctive relief would harm the Defendant. The continued detention of the computer equipment, which is intended for resale to the Plaintiffs customers in Latin America, may irrevocably damage Future Tech’s business relationship with its customers. Moreover, even a small time lag in bringing computer products to the market may result is a significant drop in the value of the products, in view of the continually evolving nature of technical knowledge and product development in the computer equipment industry. In short, the balance of hardships does not weigh strongly in Tae II Media’s favor. We note further that Tae II Media has not explained how the public interest would be served by the issuance of an injunction. Preventing marketable computer products from entering the stream of commerce while permitting them to lose value hardly would be in the public interest, especially since money damages will adequately compensate the Defendant for any improper or unlawful conduct by Future Tech. For all of the foregoing reasons, Tae II Media has not met its burden of making the extraordinary showing needed to obtain injunctive relief. C. Tae II Media’s Application for a Writ of Attachment Tae II Media also seeks a writ of attachment based in part on the Plaintiffs “own admissions” that it is removing the disputed computer equipment from the jurisdiction. Florida law provides that: [A] creditor may have an attachment on a debt actually due to the creditor by his or her debtor, when the debtor: (1) will fraudulently part with the property before judgment can be obtained against him or her; (2) is actually removing the property out of the state; (3) is about to remove the property out of the state; (4) resides out of the state; (5) is actually moving himself or herself out of the state; (6) is about to move himself or herself out of the state; (7) is absconding; (8) is concealing himself or herself; (9) is secreting the property; (10) is fraudulently disposing of the property; (11) is actually removing himself or herself beyond the limits of the judicial circuit in which he or she resides; (12) is about to remove himself or herself out of the limits of sueh judicial circuit. Fla.Stat. § 76.04. However, “[bjeeause of the extraordinary nature of attachment proceedings, the terms of the statute must be narrowly construed.” Cema v. Swiss Bank Corp., 503 So.2d 1297 (Fla. 3d Dist.Ct.App. 1987). Tae II Media has not adequately established its compliance with several procedural thresholds to relief. For example, it has not demonstrated that it has supplied a bond in an amount equal to twice the debt, as required by Fla.Stat. § 76.12. See Frio Ice, S.A v. SunFruit, Inc., 724 F.Supp. 1373, 1379-80 (S.D.Fla.1989), rev’d on other grounds, 918 F.2d 154 (11th Cir.1990) (denying request for prejudgment attachment in part because the movant failed to prove compliance with the bond requirement of section 76.12). Moreover, Florida courts have observed that the issuance of prejudgment attachment is “only appropriate in extraordinary circumstances or when legal remedies are shown to be inadequate, and the right to recover is clear.” Cohen v. Hardman, 416 So.2d 498, 500 (Fla. 5th DistCt.App.1982). Defendant Tae II Media’s showing is quite minimal in this regard. At no point does this Defendant articulate why the extraordinary relief of attachment is required in this case— or, concomitantly, why relief could not be eventually satisfied by the award of money damages after trial. For all of the foregoing reasons, Defendant Tae II Media’s emergency motion for prejudgment replevin, attachment and/or preliminary injunction and Order to show cause must be denied. III. Defendants Tae II USA, Teehmedia, Oto-mation and Park have moved to dismiss pursuant to Fed.R.Civ.P. 12(b)(2) for lack of personal jurisdiction, arguing that there is no basis for the exercise of long-arm jurisdiction and that the movants lack sufficient minimum contacts with Florida to subject them to this forum consonant with due process. Plaintiff answers that the Court can exercise jurisdiction in accordance with the Florida long-arm statute based on the Defendants’ business transactions in Florida, the commission of torts in this State and the breach of contracts in this State. Plaintiff further answers that sufficient minimum contacts exist with Florida to subject the Defendants to the jurisdiction of this Court. Future Tech also notes that Defendant Park may not employ the corporate shield doctrine as an argument against jurisdiction. For the following reasons, we grant the motion to dismiss as to Tae II USA, but deny it as to the other Defendants. In evaluating personal jurisdiction, we look first at the applicable state statute, and, second, at federal due process requirements. In diversity cases, ‘“the federal court is bound by state law concerning the amenability of a person or a corporation to suit, so long as state law does not exceed the limitations imposed by the Due Process Clause of the Fourteenth Amendment.’ ” Pesaplastic, C.A. v. Cincinnati Milacron Co., 750 F.2d 1516, 1521 (11th Cir.1985) (citations omitted). The law is clear that a federal court in a diversity case may exercise jurisdiction over a nonresident defendant only to the extent permitted by the long-arm statute of the forum state. Because the reach of the Florida long-arm statute is a question of Florida state law, federal courts are requires to construe it as would the Florida Supreme Court. The Florida long-arm statute is strictly construed, and the person invoking jurisdiction under it has the burden of proving facts which clearly justify the use of this method of service of process. Oriental Imports & Exports, Inc. v. Maduro & Curiel’s Bank, N.V., 701 F.2d 889, 890-91 (11th Cir.1983) (citations omitted). In resolving issues of personal jurisdiction, the Court must make a threshold ruling whether Plaintiffs’ complaint alleges sufficient facts to meet the requirement of Florida’s long-arm statute. As the Florida Supreme Court explained in Venetian Salami Co. v. Parthenais, 554 So.2d 499 (Fla.1989): Initially, the plaintiff may seek to obtain jurisdiction over a nonresident defendant by pleading the basis for service in the language of the statute without pleading the supporting facts. By itself, the filing of a motion to dismiss on grounds of lack of jurisdiction over the person does nothing more than raise the legal sufficiency of the pleadings. A defendant wishing to contest the allegations of the complaint concerning jurisdiction or to raise a contention of minimum contacts must file affidavits in support of his position. The burden is then placed upon the plaintiff to prove by affidavit the basis upon which jurisdiction may be obtained. [Where the affidavits of the parties cannot be reconciled], the trial court will have to hold a limited evidentiary hearing in order to determine the jurisdiction issue. Id. at 502-08 (citations omitted). The requirements set forth in Venetian Salami Co. were explained in more detail by the Fourth District Court of Appeal in Elmex Corp. v. Atlantic Federal Savings & Loan Ass’n, 325 So.2d 58 (Fla. 4th Dist.Ct. App.1976) in these terms: A defendant seeking to challenge the legal sufficiency of matters alleged in a complaint relating to the application of the long-arm statute may do so by filing a motion to dismiss (or abate) on the ground of lack of jurisdiction over the person. The motion, in essence, must be treated as admitting all facts properly pleaded pertinent to the conduct and activities of the defendant in the forum state and constitutes an assertion that as a matter of law such facts are nevertheless legally insufficient to demonstrate the applicability of the long-arm statute. It may be unnecessary for the defendant to do anything more than file a simple (unsupported) motion where the allegations of the complaint are legally insufficient. However, a complaint may present jurisdictional facts which (when deemed admitted for the purposes of the motion) would be sufficient to withstand such motion. The determination of the motion is based on the ... facts reflected in the pleadings or apparent from the face of the record. The court determines whether the facts are sufficient as a matter of law to justify the application of the long-arm statute. A defendant seeking to inject factual matters which do not appear on the face of the record is required to support the motion to dismiss with an affidavit, deposition or other proof. If the supporting proof reflects facts in opposition to or in contravention of those matters contained in the complaint the issue becomes then “one of proof’ with the burden shifting to the plaintiff to clearly show by competent proof that the allegations of the complaint justify the application of the long-arm statute. For example where an affidavit is presented, reciting various activities and conduct in which a defendant does not engage in the forum state thereby negating or opposing the allegations of fact in the complaint, then the burden shifts to the plaintiff to present by opposing affidavit or other proof those material facts supporting the allegations in the complaint which, as a matter of law, would give rise to a determination that the defendant is “doing business” in the forum state. Competent proof presented by a plaintiff may be evidenced by a sworn affidavit either reciting matters substantially alleged in the complaint or asserting with particularity specific facts which support a general allegation in the complaint. Id. at 61-62. (citations omitted). If the requirements of the state long-arm statute have been met, the next inquiry is whether Plaintiffs have pled and can demonstrate “minimum contacts” to satisfy constitutional due process requirements. Venetian Salami Co., 554 So.2d at 503. A. Florida Long-Arm Statute Initially, we address whether the jurisdictional facts alleged in the complaint fall within the scope of the Florida long-arm statute. Fla.Stat. § 48.193 provides in pertinent part: 48.193. Acts subjecting person to jurisdiction of courts of state (1) Any person, whether or not a citizen or resident of this state, who personally or through an agent does any of the acts enumerated in this subsection thereby submits himself and, if he is a natural person, his personal representative to the jurisdiction of the courts of this state for any cause of action arising from the doing of any of the following acts: (a) Operating, conducting, engaging in, or carrying on a business or business venture in this state or having an office or agency in this state. (b) Committing a tortious act within this state. (g) Breaching a contract in this state by failing to perform acts required by the contract to be performed in this state. (2) A defendant who is engaged in substantial and not isolated activity within this state, whether such activity is wholly interstate, intrastate, or otherwise, is subject to the jurisdiction of the courts of this state, whether or not the claim arises from that activity. Fla.Stat. § 48.193(l)(a), (b), (g), (2). Plaintiff Future Tech contends that the moving Defendants’ conduct falls within each of these subsections of the Florida long arm statute. First, Plaintiff argues that the moving Defendants have engaged in substantial and systematic business activity in the State of Florida dating back to mid-1994, conferring general jurisdiction pursuant to section 48.193(2). In support of this argument, Plaintiff submits that Defendants Otomation, Techmedia, Tae II Media and Park have solicited Future Tech’s competitors in Miami, Florida. This argument is based upon the affidavits of Marcel Crespo, Vice-President of Purchasing for Future Tech, and Louis Leonardo, the President of Future Tech. Aff. of Marcel Crespo, March 4, 1995, ¶ 39; Aff. of Louis Leonardo, March 4, 1995, at ¶ 19. In addition, Future Tech asserts that Park and other representatives of Otomation and Techmedia have traveled to Miami for business relating to the instant case on at least six occasions, and have attended a minimum of three major meetings in Miami with Future Tech, during which the parties negotiated their contractual arrangements and discussed their respective rights under the arrangements. Crespo aff., ¶¶7, 13, 37; Leonardo aff., ¶¶ 3, 6,17. Moreover, Crespo and Leonardo averred that, during these meetings, representatives of Tae II Media, Techmedia and Otomation were present. Id. Furthermore, Crespo and Leonardo state that Otomation, Techmedia and Park have engaged in extensive correspondence, phone conversations and telefaxes with Future Tech in Miami during which numerous material misrepresentations were made. Crespo aff., at ¶¶ 9-14, 20-23, 25-36; Leonardo aff., at ¶¶ 5,12. In support of their motion, the moving Defendants submit that Park is a “resident of the State of California and ha[s] resided in California since 1985. I have never resided in Florida, nor do I own or have an interest in any real or personal property in Florida.” Appendix to Mem. of Law in Supp. of Defs. Rule 9, Rule 12 and Rule 56 Mot. to Dismiss and for Summ. J’ment, January 19, 1996, Dec. of Andrew Park, at ¶ 3. Defendant Park also attests that there “were numerous substantive negotiations, meetings and discussions between Future Tech and Tae II Media in Las Vegas, Nevada, Seoul, Korea, New York, New York, and Miami, Florida,” but that “[m]y contacts in Florida were minimal and incidental to these numerous discussions that occurred outside of Florida. I attended three meetings in Miami, Florida with Future Tech solely in my capacity as President of Otomation in the summer of 1994 and I met with Future Tech and Tae II Media persons in February 1994 solely in my capacity as President of Teehmedia.” Id. at ¶ 17. The moving Defendants further assert that “Teehmedia is not registered or authorized to conduct business in Florida,” nor does Teehmedia maintain offices, own real estate, or have any agents or physical presence in Florida. Id. at ¶ 13. Defendants add that while Future Tech did place orders for computer equipment from Teehmedia in 1995, “Techmedia’s sales to Future Tech were short-term, one-time sales agreements and particular sales and were not part of ongoing or continuing obligations with [ ] Future Tech or negotiations.” Id. at ¶ 14. Park makes a similar declaration concerning Otomation’s lack of authority to conduct business in Florida, as well as its lack of employees or agents, property or a physical presence in the State. Id. at ¶ 11. Finally, Park declares that “[n]either I, nor Otomation, nor Teehmedia are signatories or parties to the document entitled “Agreement” between Tae II Media and Future Tech International dated August 10, 1994. Neither I, nor Otomation, nor Teehmedia were signatories or parties to the documents dated July 26, 1995, attached as Exhibit ‘E’ to Mr. Crespo’s Declaration. I did not sign that document nor was I present at the meeting where that document was allegedly signed.” Id. at ¶ 16. With respect to Defendant Tae II USA, the moving Defendants offer the declaration of Yoon H. Choo, President of Tae II USA, who states as follows: Tae II USA does not now and never did have any officers, agents or employees located in the State of Florida. Tae II USA has never had an office in Florida nor has it ever been authorized to conduct business in Florida. Tae II USA does not own or lease any property in Florida nor does it pay any taxes in Florida. Tae II USA does not now nor has it ever had a telephone listing in Florida, a mailing address nor has it ever advertised in Florida. Tae II USA has never transacted business in Florida. Mr. Jung Kyun Bae, the person identified in the Affidavit of Service on Tae II Media U.S.A., Inc., is not a Managing Director, officer or employee of Tae II USA. Id. at Dec. of Yoon Choo, ¶ 4. This declarant also states that “Tae II USA had no dealings and transacted no business with Plaintiff Future Tech.... I have searched the business records of Tae II USA and there are no purchase orders, contracts, invoices or correspondence of any kind between Tae II USA and Future Tech.” Id. at ¶ 3. Having considered this record evidence submitted on the threshold question of personal jurisdiction, we are satisfied