Yax Ecommerce LLC Wins Dismissal and then Loses for Lack of Personal Jurisdiction

MEMORANDUM AND ORDER

I. Background

Yax Ecommerce LLC, which is organized and has its principal place of business in Wyoming, provides its customers with software and physical inventory space to help them maintain and increase their online businesses.

In June 2023, Yax entered into an Asset Purchasing Agreement with Proficient Supply LLC, which is organized and has its principal place of business in North Carolina.

In the Agreement, Yax agreed to purchase:

(i) a subset of Proficient’s tangible assets located in Hickory, North Carolina;

(ii) the assignment of a leasehold interest covering warehouse facilities in Hickory (the “Hickory Warehouse”);

and

(iii) intangible assets (including Proficient’s proprietary software products).

(Docket Entry No. 3 at 4; Docket Entry No. 4 at 2).

The Agreement contains a “Dispute Resolution” clause, which includes a mandatory arbitration clause, a forum-selection clause, and a choice-of-law clause.

The Agreement states that any dispute arising out of or relating to the Agreement will be resolved by arbitration held in Texas and “shall be governed by the laws of the State of Texas.”

(Docket Entry No. 4-2 at 38).

The clause states, in full:

Section 9.3. Dispute Resolution. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Claims shall be heard by a single arbitrator. The place of arbitration shall be in Harris County, Texas. The arbitration shall be governed by the laws of the State of Texas. Each party will, upon written request of the other party, promptly provide the other with copies of all relevant documents. There shall be no other discovery allowed. The arbitrator will have no authority to award punitive or other damages not measured by the prevailing party’s actual damages, except as may be required by statute. The arbitrator shall not award consequential damages in any arbitration initiated under this section. Each party shall bear its own costs and expenses and an equal share of the arbitrator’s and administrative fees of arbitration. The award of the arbitrator shall be accompanied by a reasoned opinion. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

Docket Entry No. 4, Ex. B., sec. 9.3.

In April 2024, Yax sued Proficient, asserting three causes of action.

First, Yax alleged that Proficient materially breached the Agreement by:

(i) denying Yax access to the Hickory Warehouse beginning on January 3, 2024;

and

(ii) failing to provide Yax with the proprietary software it had purchased.

(Docket Entry No. 1 at 5-6).

Second, Yax alleged that Proficient fraudulently misrepresented that Proficient’s proprietary software existed.

Yax claims that such software “never existed” and that Proficient had made false representations to increase the purchase price.

(Docket Entry No. 3 at 8).

Third, Yax alleged that Proficient was liable for conversion by unlawfully assuming and exercising control over property in the Hickory Warehouse.

Yax alleged that this property included both items that Yax owned and products that Yax’s customers owned, which were “earmarked for inventory in . . . Amazon stores, as per the terms of Service Agreements between Yax and its customers.”

(Id. at ¶ 11).

Proficient moved to dismiss under Federal Rules of Civil Procedure 12(b)(1), (2), (3), and (6).

(Docket Entry No. 4).

Yax responded, (Docket Entry No. 10), and Proficient replied, (Docket  Entry No. 11).

This court granted Proficient’s motion to dismiss for lack of personal jurisdiction.

(Docket Entry No. 12).

Shawn Chapman and David Arnett, officers of Proficient, then filed their own motion to dismiss under Federal Rules of Civil Procedure 12(b)(1), (2), (3), and (6), (Docket Entry No. 17), as well as a motion for oral argument, (Docket Entry No. 19).

Yax responded, (Docket Entry No. 20), and the individual defendants replied, (Docket Entry No. 21).

II. The Rule 12(b)(2) Standards

A. General Personal Jurisdiction

A federal court may exercise general personal jurisdiction over a corporate defendant if its “affiliations with the State are so continuous and systematic as to render them essentially at home in the forum state.”

Daimler AG v. Bauman, 571 U.S. 117, 127 (2014) (citation and internal quotation marks omitted).

For an individual defendant, federal courts paradigmatically exercise general jurisdiction when that individual is domiciled in the forum state.

Goodyear Dunlop Tires Operations, S.A. v. Brown, 564 U.S. 915, 924 (2011).

If an individual defendant is physically served within the forum state, the defendant can expect to have to answer claims before its federal courts, regardless of where those claims arose.

See, e.g., Burnham v. Super. Ct., 495 U.S. 604, 610-11 (1990).

B. Specific Personal Jurisdiction

The Texas long-arm statute confers jurisdiction to the Constitutional limit.

Mink v. AAAA Dev. LLC, 190 F.3d 333, 335 (5th Cir. 1999).

This court’s determination of specific jurisdiction over a nonresident defendant in line with the traditional Fifth Circuit test is a three-step process. Ward v. Rhode, 544 Fed.Appx. 349, 352 (5th Cir. 2013) (citation omitted).

First, the defendant must have minimum contacts with the forum state. Id.

Establishing that a defendant has minimum contacts with the forum state protects against violations of due process.

Even a single contact, however, can support specific jurisdiction, if the defendant “purposefully avails itself of the privilege of conducting activities within the forum state, thus invoking the benefits and protections of its laws.”

Burger King Corp. v. Rudzewicz, 471 U.S. 462, 475 (1985) (quoting Hanson v. Denckla, 357 U.S. 235, 253 (1958)).

Second, the plaintiff’s cause of action must “arise out of or relate to” the defendant’s forum-related conduct.

Helicopteros Nacionales de Colombia, S.A. v. Hall, 466 U.S. 408, 414, 104 S.Ct. 1868, 1872, 80 L.Ed.2d 404 (1984).

Specific jurisdiction requires a nexus between the defendant’s contacts with the forum state and each underlying controversy in a suit.

Bristol-Myers Squibb Co. v. Superior Court of Ca., San Francisco Cty., 137 S.Ct. 1773, 1781 (2017);

see also Int’l Shoe Co. v. State of Wash., Off. of Unemployment Comp. & Placement, 326 U.S. 310, 318, 66 S.Ct. 154, 159, 90 L.Ed. 95 (1945).

A federal court may exercise specific jurisdiction over a defendant with respect to one particular cause of action, and not another cause of action.

Goodyear, 564 U.S. at 919.

When no such nexus exists for a particular claim, a federal court may not exercise specific jurisdiction, without regard to the defendant’s other connections and activities within the forum state.

Third, the exercise of personal jurisdiction must be fair and reasonable.

“The defendant’s contacts with the forum State must be such that maintenance of the suit ‘does not offend traditional notions of fair play and substantial justice.’”

Int’l Shoe, 326 U.S. 310 at 316 (quoting Milliken v. Meyer, 311 U.S. 457, 463, 61 S.Ct. 339, 342, 85 L.Ed. 278 (1940)).

In other words, the  nonresident’s “purposeful availment” must be such that the defendant “should reasonably anticipate being haled into court” in the forum state.

World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 297 (1980).

This fundamental notion of fairness helps protect against cases wherein a defendant is haled into a jurisdiction “solely as a result of random, fortuitous, or attenuated contacts, or of the unilateral activity of another party or a third person.”

Carmona v. Leo Ship Mgmt., Inc., 924 F.3d 190, 193-94 (5th Cir. 2019) (quoting Burger King, 471 U.S. at 475).

C. Burden of Proof

Under Federal Rule of Civil Procedure 12(b)(2), “[w]hen the district court rules on a motion to dismiss for lack of personal jurisdiction ‘without an evidentiary hearing, the plaintiff may bear his burden by presenting a prima facie case that personal jurisdiction is proper.’”

Quick Techs., Inc. v. Sage Grp. PLC, 313 F.3d 338, 343 (5th Cir. 2002) (quoting Wilson v. Belin, 20 F.3d 644, 648 (5th Cir. 1994)).

“Proof by a preponderance of the evidence is not required.”

Johnston, 523 F.3d at 609 (citing Bullion v. Gillespie, 895 F.2d 213, 217 (5th Cir. 1990)).

“[U]ncontroverted allegations in the plaintiff’s complaint must be taken as true, and conflicts between the facts contained in the parties’ affidavits must be resolved in the plaintiff’s favor for purposes of determining whether a prima facie case for personal jurisdiction exists.”

Id. (internal quotations omitted).

But the district court is not required “to credit conclusory allegations, even if uncontroverted.”

Panda Brandywine Corp. v. Potomac Elec. Power Co., 253 F.3d 865, 869 (5th Cir. 2001).

III. Analysis

A. General Personal Jurisdiction

“For general jurisdiction, the ‘paradigm forum’ is an ‘individual’s domicile,’ or, for corporations, ‘an equivalent place, one in which the corporation is fairly regarded as at home.”

Bristol-Myers Squibb Co. v. Superior Ct. of California, San Francisco Cnty., 582 U.S. 255, 25556 (2017)

(citing Goodyear, 564 U.S. at 924 (2011)).

Mr. Chapman and Mr. Arnett are not domiciled in Texas, nor was either defendant served while located in Texas.

The court does not have general personal jurisdiction over the defendants.

B. Specific Personal Jurisdiction

The Texas long-arm statute creates specific jurisdiction “to the limits of constitutional due process.”

Mink, 190 F.3d at 335. Determining specific jurisdiction in this case is a three-step analysis.

First, for each claim, Yax bears the burden of establishing that the individual defendants have minimum contacts with Texas and that they have purposefully availed themselves of the “privilege of conducting activities within the forum state.”

Burger King, 471 U.S. at 475 (quoting Hanson, 357 U.S. at 253).

Second, Yax must establish some nexus between Yax’s claims and the defendants’ contacts with Texas.

Bristol-Myers Squibb Co., 137 S.Ct. at 1781; see also Goodyear, 564 U.S. at 919.

Third, the defendants’ purposeful availment of the benefits and protections of Texas laws must show that they can “reasonably anticipate” being haled into Texas federal courts.

World-Wide Volkswagen Corp., 444 U.S. at 297.

Yax’s argument for establishing the defendants’ minimum contacts with Texas rests on two contentions:

(i) Mr. Chapman and Mr. Arnett, as members of Proficient, conducted contract negotiations with a Yax representative located in Texas;

and

(ii) Mr. Chapman’s and Mr. Arnett’s tortious activities caused harm in Texas.

(See generally Docket Entry No. 20).

Mr. Chapman’s and Mr. Arnett’s participation in contract negotiations with a Yax representative who happened to be located in Texas at the time of negotiating does not itself establish minimum contacts with Texas.

“Merely contracting” with a nonresident principal’s in-  state agent is insufficient to establish minimum contacts with the nonresident defendant or “constitute the required purposeful availment of the benefits and protections of Texas law.”

Moncrief Oil Int’l v. OAO Gazprom, 481 F.3d 309, 311-12 (5th Cir. 2007);

see also Hydrokinetics, Inc. v. Alaska Mech., Inc., 700 F.2d 1026, 1028 (5th Cir. 1983)

(“A plaintiff’s or third party’s unilateral activities cannot establish minimum contacts between the defendant and forum state.”).

Yax’s unilateral activity of sending an employee to Texas for contract negotiations with Proficient also fail to establish Mr. Chapman’s and Mr. Arnett’s minimum contacts with Texas.

Hanson, 357 U.S. at 253.

While certain negotiations might have occurred with Yax representatives who were physically located in Texas, Proficient employees did not travel to Texas to negotiate the Agreement.

(Docket Entry No. 4 at ¶ 5).

In addition, the Agreement was not signed in Texas and does not call for performance in Texas.

(Docket Entry No. 4-1 at ¶ 6; Docket Entry No. 4-2).

The Fifth Circuit has declined to exercise specific personal jurisdiction over individuals and corporations that maintained substantially greater contacts with Texas during the course of contract negotiations than Proficient did in this case.

See, e.g., Holt Oil & Gas Corp. v. Harvey, 801 F.2d 773, 787-88 (5th Cir. 1986)

(finding no specific jurisdiction in Texas over an Oklahoma corporation that

(i) entered into a contract with a Texas corporation,

(ii) sent a final contract agreement from Oklahoma to Texas,

(iii) sent three checks from Oklahoma to Texas in partial performance of its contractual obligations,

and

(iv) engaged in extensive telephonic and written communication with the corporation in Texas);

see also Patterson v. Dietze, Inc., 764 F.2d 1145, 1147 (5th Cir.  1985)

(holding that there was no specific jurisdiction in Texas when material performance under the contract was performed in Mexico).

Finally, there is no evidentiary basis for Yax’s contention that its alleged injuries were either “caused” or “felt” in Texas.

Even if allegedly false representations were made during contract negotiations between the defendants and Yax when Yax representatives were in Texas, the Agreement was not signed when either party was in the forum state.

(Docket No. 4-1 at ¶ 6).

The record suggests that the harm Yax alleges occurred either in North Carolina, where the Hickory Warehouse is located, or in Wyoming, where Yax has its principal place of business.

(Docket Entry No. 3 at ¶ 1).

The court lacks specific personal jurisdiction over Mr. Chapman and Mr. Arnett.

C. The Forum-Selection Clause

Yax argues that even if Mr. Chapman and Mr. Arnett lack minimum contacts with Texas, the court may still exercise specific personal jurisdiction over Proficient because of the Agreement’s forum-selection clause.

The clause states that “[t]he place of arbitration shall be in Harris County, Texas.

The arbitration shall be governed by the laws of the State of Texas.”

(Docket Entry No. 4-2 at 38).

“When a party agrees to arbitrate in a particular state, via explicit or implicit consent, the district courts of the agreed-upon state may exercise personal jurisdiction over the parties for the limited purpose of compelling arbitration.”

Int’l Energy Ventures Mgmt., L.L.C. v. United Energy Grp., Ltd., 818 F.3d 193, 212 (5th Cir. 2016) (emphasis added).

A forum-selection  clause that specifies the jurisdiction and venue for arbitration proceedings in Texas does not, itself, operate as consent to personal jurisdiction in Texas courts.

Id.

IV. Conclusion

The motion to dismiss is granted. (Docket Entry No. 17).

The motion for oral argument is denied. (Docket Entry No. 19).

The case is dismissed, without prejudice, for lack of personal jurisdiction over Mr. Chapman and Mr. Arnett.

Before the Court is a Motion to Dismiss for Lack of Jurisdiction or, in the Alternative, Motion to Compel Arbitration filed by the Defendant, Yax Ecommerce LLC.

The Plaintiff, Roger White, filed a response in opposition to the Motion.

After careful consideration of the parties’ memoranda, the record, and the applicable law, the Court GRANTS the Motion.

I. FACTUAL AND PROCEDURAL BACKGROUND

Plaintiff Roger White brings suit in this Court against Defendant Yax Ecommerce LLC d/b/a Wealth Assistants LLC (“Defendant”) on a claim of breach of contract.

Plaintiff alleges that on or about December 19, 2022, he and the Defendant entered into a contract wherein the Defendant agreed to manage the Plaintiff’s online “seller ID/merchant token” on the Amazon ecommerce platform.

According to the Plaintiff, the contract obligated the Defendant to “focus on customer satisfaction and other customer metrics such as reliably meeting customer demands and quality control, including but [sic] limited to Host account health parameters such as order  defect rate, cancellation rate, late dispatch rate, on-time delivery, and return dissatisfaction rate,” and to “fine tune the Plaintiff store’s reputation and position[] operations for a successful store.”

Plaintiff claims that Defendant failed to perform any of these obligations and responsibilities despite Plaintiff paying Defendant $55,000.00 on or about December 28, 2022.

Plaintiff contends that he has suffered damages, including financial losses and missed investment opportunities, as a result of the Defendant’s breach.

Shortly after Plaintiff filed his initial Complaint, this Court ordered the Plaintiff to file an amended Complaint properly establishing the citizenship of the Defendant to ensure that this Court may exercise diversity jurisdiction in this matter.

The Plaintiff timely filed an Amended Complaint with the requisite citizenship information of the Defendant.

Accordingly, all references to Plaintiff’s Complaint are to the First Supplemental and Amended Complaint for Breach of Contract (“Amended Complaint”).

In the instant Motion, Defendant asks the Court to either dismiss the Plaintiff’s Amended Complaint in its entirety due to the Court’s lack of personal jurisdiction over the Defendant or, alternatively, to compel arbitration of this dispute.

The Defendant argues that this Court lacks jurisdiction over it because the Defendant does not have sufficient minimum contacts with Louisiana to establish specific jurisdiction and because the requirements of general jurisdiction are not satisfied.

The Defendant contends that it does not have any offices, registered agents, bank accounts, employees, or property in Louisiana, that it does not advertise in Louisiana, that it does not sell or market any goods, services, or products in Louisiana, and does not pay any taxes in Louisiana.

According to the Defendant, its only contact with Louisiana-the contract it made with the Plaintiff-is insufficient to establish specific jurisdiction.

Similarly, Defendant argues that general jurisdiction is also improper because it is not “at home” in Louisiana.

Accordingly, the Defendant moves the Court to dismiss this action for lack of personal jurisdiction.

The Defendant also argues, in the alternative, that the Court should compel the parties to arbitrate this matter pursuant to the arbitration provision in the parties’ contract.Id.

The Plaintiff filed a brief response in opposition to the Motion, contending that this Court does have personal jurisdiction over the Defendant because the “plaintiff believes that the Defendant has sufficient minimum contacts with Louisiana.”

The Plaintiff argues that the “Defendant’s business activities, including the contract with the Plaintiff, have effects within this state” sufficient to constitute minimum contacts.

Regarding arbitration, the Plaintiff concedes that there is a binding arbitration clause in the contract with the Defendant and contends that he has  previously demanded arbitration of this matter.

The Plaintiff argues that the Defendant’s Motion to Dismiss is premature given that the Plaintiff has demanded arbitration and asks the Court to stay the proceedings pending arbitration.

II. LEGAL STANDARD

“Personal jurisdiction, [like subject matter jurisdiction], is ‘an essential element of the jurisdiction of a district . . . court,’ without which the court is ‘powerless to proceed to an adjudication.’”

Because personal jurisdiction is a “threshold ground[] for denying audience to a case on the merits,” a court must address the threshold personal jurisdiction claim before reaching a claim on the merits.

Therefore, to the extent that the Defendant styles its Motion in the alternative as a Motion to Compel Arbitration, the Court first takes up the jurisdictional matter of whether this Court has personal jurisdiction over the Defendant.

Ruhrgas AG v. Marathon Oil Co., 526 U.S. 574, 584 (1999)

(second alteration in original)

(quoting Emps. Reinsurance Corp. v. Bryant, 299 U.S. 374, 382 (1937)).

Id. at 584-85;

accord Pervasive Software Inc. v. Lexware GmbH & Co. KG, 688 F.3d 214, 232 (5th Cir. 2012).

When a nonresident defendant moves to dismiss for lack of personal jurisdiction under Federal Rule of Civil Procedure 12(b)(2), the burden of establishing jurisdiction belongs to the plaintiff.

A plaintiff, however, “need only present a prima facie case of personal jurisdiction to satisfy that burden[;] ‘[p]roof by a preponderance of the evidence is not required.’”

The Court takes all uncontroverted allegations in  the complaint as true and resolves conflicts in the plaintiff’s favor.

The Court may consider affidavits, interrogatories, depositions, or any combination of the recognized methods of discovery.

The Court may exercise personal jurisdiction over a nonresident defendant only if two requirements are satisfied:

(1) the forum state’s long-arm statute confers personal jurisdiction;

and

(2) the exercise of jurisdiction does not exceed the boundaries of due process.

Because the limits of Louisiana’s long-arm statute are co-extensive with the limits of constitutional due process, the inquiry is simply whether this Court’s exercise of jurisdiction over the defendant would offend due process.

Hebert v. Wing Sale, Inc., 337 F.Supp.3d 714, 717 (E.D. La. 2018)

(citing Luv N’ Care v. Insta-Mix, Inc., 438 F.3d 465, 469 (5th Cir. 2006)).

Halliburton Energy Servs., Inc. v. Ironshore Specialty Ins. Co., 921 F.3d 522, 539 (5th Cir. 2019)

(citing Stripling v. Jordan Prod. Co., LLC, 234 F.3d 863, 869 (5th Cir. 2000)

and quoting

Johnston v. Multidata Sys. Int’l Corp., 523 F.3d 602, 609 (5th Cir. 2008)).

Wilson v. Belin, 20 F.3d 644, 648 (5th Cir. 1994).

Jobe v. ATR Marketing, Inc., 87 F.3d 751, 752 (5th Cir. 1996).

Seiferth v. Helicopteros Atuneros, Inc., 472 F.3d 266, 270 (5th Cir. 2006).

See In re Chinese-Manufactured Drywall Products Liability Litigation, 753 F.3d 521, 547 (5th Cir. 2014).

The Due Process Clause protects an individual’s liberty interest in not being subject to the binding judgments of a forum with which he has established no meaningful “contacts, ties, or relations.”

As explained by the U.S. Supreme Court, “where individuals ‘purposefully derive benefit’ from their interstate activities, it may well be unfair to allow them to escape having to account in other States for consequences that arise proximately from such activities; the Due Process Clause may not readily be wielded as a territorial shield to avoid interstate obligations that have been voluntarily assumed.”

Accordingly, under federal due process requirements, the Court analyzes whether the nonresident defendant has certain  minimum contacts with the forum state, “such that the maintenance of the suit does not offend traditional notions of fair play and substantial justice.”

International Shoe Co. v. Washington, 326 U.S. 310, 319 (1945).

Burger King Corp. v. Rudzewicz, 471 U.S. 462, 479 (1985).

Daimler AG v. Bauman, 571 U.S. 117, 126 (2014)

(internal citation and quotation marks omitted).

There are two types of jurisdiction: general jurisdiction and specific jurisdiction.

“‘[G]eneral’ or ‘all purpose’ jurisdiction . . . permits a court to assert jurisdiction over a defendant based on a forum connection unrelated to the underlying suit (e.g., domicile).”

General jurisdiction is proper where a defendant’s “affiliations with the [forum] State are so ‘continuous and systematic’ as to render [it] essentially at home in the forum State.”

In contrast, “specific jurisdiction focuses on the relationship among the defendant, the forum, and the litigation,” and requires that “the defendant’s suit-related conduct . . . create a substantial connection with the forum State.”

The Fifth Circuit applies a three-step analysis for the specific jurisdiction inquiry:

Walden v. Fiore, 571 U.S. 277, 283 n.6 (2014).

Bauman, 571 U.S. at 139 (quoting Goodyear Dunlop Tires Operations, S.A. v. Brown, 564 U.S. 915, 919 (2011)).

Id. (quoting Keeton v. Hustler Magazine, Inc., 465 U.S. 770, 775 (1984)) (cleaned up).

(1) whether the defendant has minimum contacts with the forum state, i.e., whether it purposely directed its activities toward the forum state or purposefully availed itself of the privileges of conducting activities there;

(2) whether the plaintiff’s cause of action arises out of or results from the defendant’s forum-related contacts;

and

(3) whether the exercise of personal jurisdiction is fair and reasonable.

Seiferth v. Helicopteros Atuneros, Inc., 472 F.3d 266, 271 (5th Cir. 2006)

(quoting Nuovo Pignone, SpA v. STORMAN ASIA M/V, 310 F.3d 374, 378 (5th Cir. 2002)).

Jurisdiction is proper where the contacts proximately result from actions by the defendant himself that create a “substantial connection” with the forum State.

McGee v. Int’l Life Ins. Co., 355 U.S. 220, 223 (1957);

see also Kulko v. California Superior Court, 436 U.S. 84, 94 (1976).

Thus, where the defendant “deliberately” has engaged in significant activities within a state, or has created “continuing obligations” between himself and residents of the forum, he manifestly has availed himself of the privilege of conducting business there, and because his activities are shielded by “the benefits and protections” of the forum state’s laws, it is presumptively reasonable to require him to submit to the burdens of litigation in that forum as well.

Keeton v. Hustler Magazine, Inc., 465 U.S. 770, 784 (1984);

Travelers Health Assn. v. Virginia, 339 U.S. 643, 648 (1950).

III. ANALYSIS

For the reasons set forth above, the Court begins its inquiry narrowly focused on Defendant’s Motion to Dismiss for Lack of Jurisdiction.

This Court may only exercise personal jurisdiction over the Defendant if the Defendant has sufficient contacts with Louisiana to satisfy the requirements of either specific or general jurisdiction.

To resolve that inquiry, the Court considers whether Defendant’s contract with Plaintiff, a Louisiana citizen, constitutes sufficient minimum contacts with Louisiana to comport with the requirements of due process.

Because the Court finds that Plaintiff has not established a prima facie case of personal jurisdiction, the Court lacks both specific and general jurisdiction over the Defendant and therefore grants the Defendant’s Motion to Dismiss.

A. The Court Lacks General Jurisdiction Over the Defendant

The Court first addressees whether it may exercise general jurisdiction over the Defendant.

General jurisdiction is appropriate only where a defendant is  essentially “at home” in the forum State.

For a business entity, the “paradigm forum for the exercise of general jurisdiction” are the entities’ “place of incorporation, and principal place of business.”

Here, the Defendant is a Wyoming-registered limited liability company with a principal place of business in Texas.

Further, the members of the Defendant are themselves citizens of Texas and Florida.

The Defendant has no office, employees, or agents in Louisiana and is not registered to do business in Louisiana.

Bauman, 571 U.S. at 139 (quoting Goodyear, 564 U.S. at 919).

In Frank v. P N K (Lake Charles) L.L.C., 947 F.3d 331 (5th Cir. 2020), the Fifth Circuit explained that the “at home” analysis for general jurisdiction is not dependent on entity type and applies to limited liability companies as well as corporations.

Thus, the Court considers the Defendant’s domicile and principal place of business in analyzing whether it is “at home” in Louisiana.

The Court finds that the Defendant lacks the “continuous and systematic” connections sufficient to render the Defendant essentially “at home” in Louisiana.

The Defendant’s limited contacts with the state do not satisfy the requirements for the exercise of general jurisdiction.

Moreover, the Plaintiff does not contest the Defendant’s assertion that the requirements of general jurisdiction are not met here.

Bauman, 571 U.S. at 139 (quoting Goodyear, 564 U.S. at 919).

B. The Court Lacks Specific Jurisdiction Over the Defendant

The Defendant argues that this Court cannot exercise specific jurisdiction over it because it does not have sufficient minimum contacts with Louisiana.

Although the Defendant recognizes that it contracted with Plaintiff, a citizen of Louisiana, the Defendant contends that that connection, standing alone, is insufficient to meet the requirements for a court to exercise specific personal jurisdiction.

The Court agrees.

The Court again notes that it is Plaintiff’s burden to establish a prima facie case that the Court may exercise personal jurisdiction over the Defendant.

Here, the Plaintiff has only articulated one contact between the Defendant and the forum State-the contract between the parties to manage an ecommerce platform.

Although the Plaintiff summarily states in his Opposition brief that it “believes that the Defendant has sufficient minimum contacts with Louisiana,” and contends that “Defendant’s business activities . . . have effects within” Louisiana, the Plaintiff has not provided any evidence or specific facts to the Court of any contact by the Defendant with Louisiana other than the contract here.

Accordingly, the Court only considers that singular contact in its analysis.

The Supreme Court has explained that merely contracting with a party located in a state does not by itself establish sufficient minimum contacts with that state.

“[I]t is now well settled that ‘an individual’s contract with an out-of-state party alone [cannot] automatically establish sufficient minimum contacts in the other party’s home forum.’”

Only where a contractual relationship “envision[s] continuing and wide-reaching contacts” in the forum state are the requirements of minimum contacts  met.

A court must evaluate whether the “prior negotiations and contemplated future consequences, along with the terms of the contract and the parties’ actual course of dealing” demonstrate that a defendant purposefully established minimum contacts with the forum.

See Burger King Corp. v. Rudzewicz, 471 U.S. 462, 478 (1985).

Pervasive Software Inc. v. Lexware GmbH & Co. KG, 688 F.3d 214, 222-23 (5th Cir. 2012)

(quoting Burger King, 471 U.S. at 478);

accord Halliburton Energy Servs., Inc. v. Ironshore Specialty Ins. Co., 921 F.3d 522, 544 (5th Cir. 2019)

(explaining that a contract alone is not sufficient to constitute minimum contacts).

Burger King, 471 U.S. at 480;

accord Pervasive Software Inc., 688 F.3d at 224.

Pervasive Software Inc., 688 F.3d at 223

(quoting Burger King, 471 U.S. at 478-79).

Examining the contract at issue here, the Court does not find that it contemplates the sort of “continuing and wide-reaching contacts” with Louisiana sufficient to constitute minimum contacts with the state.

Other than the Plaintiff’s physical presence in the state, the contract bears no connection to Louisiana and only concerns services rendered for Plaintiff’s web-based Amazon ecommerce store.

There is no evidence that the contract was either negotiated in Louisiana or that it required performance in Louisiana.

Indeed, the Court is unaware of any ties the Defendant has with the state of Louisiana.

Plaintiff has pointed to no evidence that any of the services contemplated in the contract will be performed in Louisiana or that the contract envisions future purposeful contacts with Louisiana.

The fortuitous and attenuated connection between the Defendant and Louisiana is insufficient to satisfy Plaintiff’s burden in establishing specific jurisdiction over the Defendant.

Louisiana is not mentioned anywhere in the contract.

See, e.g., Halliburton, 921 F.3d at 544

(collecting cases and examining considerations courts look to in determining minimum contacts);

see also Monkton Ins. Servs., Ltd. v. Ritter, 768 F.3d 429, 433 (5th Cir. 2014)

(“We have previously explained that a defendant does not have minimum contacts with a state when it does not have a physical presence in the state; it did not conduct business in the state; and the contract underlying the business transaction at issue in the lawsuit was not signed in the state and did not call for performance in the state.”(citing Seiferth v. Helicopteros Atuneros, Inc., 472 F.3d 266, 272 (5th Cir. 2006))).

Because the requirements of general jurisdiction are likewise not established, the Court must dismiss this action for lack of personal jurisdiction.

Because the Court finds it proper to dismiss this action on personal jurisdiction grounds, the Court does not address Defendant’s alternative argument that the Court should compel arbitration in this matter.

IV. CONCLUSION

Because this Court lacks personal jurisdiction over the Defendant, IT IS HEREBY ORDERED that the Motion to Dismiss for Lack of Jurisdiction or, in the Alternative, Motion to Compel Arbitration is GRANTED.

IT IS FURTHER ORDERED that Plaintiff’s claims against the Defendant are DISMISSED WITHOUT PREJUDICE due to the Court’s lack of personal jurisdiction over the Defendant.