United States District Court, W.D. Oklahoma
CITIZENS STATE BANK and AMERICAN SOUTHWEST MORTGAGE FUNDING CORP., Plaintiffs,
BK EDGE, LP d/b/a REYNOLDS WILLIAMS GROUP, Defendant.
J. CAUTHRON UNITED STATES DISTRICT JUDGE
of 2016, Plaintiff Citizens Bank contacted Defendant in Texas
about performing a review of certain loans. The parties
entered into an agreement and Defendant began its work as
outlined in the agreement. Work was completed in August of
2016 and in February of 2019, Plaintiffs sued Defendant
alleging breach of contract as well as tort claims. Defendant
now seeks dismissal pursuant to Fed.R.Civ.P. 12(b)(2)
alleging the Court lacks personal jurisdiction over it.
defendant may move for dismissal on the basis of a lack of
personal jurisdiction pursuant to Fed.R.Civ.P. 12(b)(2). If a
defendant challenges the Court's jurisdiction,
“‘the plaintiff has the burden of proving
jurisdiction exists.'” Benton v. Cameco
Corp., 375 F.3d 1070, 1075 (10th Cir. 2004) (citing
Wenz v. Memery Crystal, 55 F.3d 1503, 1505 (10th Cir.
1995)). In analyzing personal jurisdiction, the Court
“‘take[s] as true all well-pled (that is,
plausible, non-conclusory, and non-speculative) facts alleged
in plaintiff['s] complaint'” and
“resolve[s] any factual disputes in the plaintiff's
favor.” Shrader v. Biddinger, 633 F.3d 1235,
1239 (10th Cir. 2011) (quoting Dudnikov v. Chalk &
Vermilion Fine Arts, Inc., 514 F.3d 1063, 1069-70 (10th
jurisdiction over a nonresident defendant must be proper
under the laws of both the forum state and the due process
clause of the United States Constitution. Emp'rs Mut.
Cas. Co. v. Bartile Roofs, Inc., 618 F.3d 1153, 1159
(10th Cir. 2010). Because Oklahoma's long-arm statute, 12
Okla. Stat. § 2004(F), “supports personal
jurisdiction to the full extent constitutionally permitted,
due process principles govern the inquiry.”
Shrader, 633 F.3d at 1239. The constitutional due
process analysis requires the defendant to have sufficient
“‘“minimum contacts” with the forum
state'” and for the exercise of personal
jurisdiction over the defendant not to
“‘“offend traditional notions of fair play
and substantial justice.”'” Id.
(quoting Dudnikov, 514 F.3d at 1070) (internal
citation omitted). There are two ways to satisfy the
“minimum contacts” test. If a defendant has
continuous or systematic contacts with the forum state, the
court may exercise general personal jurisdiction over the
defendant. Even if the court cannot exercise jurisdiction
over a nonresident defendant generally, the court may assert
specific jurisdiction “if the defendant has
‘purposefully directed' his activities at residents
of the forum, and the litigation results from alleged
injuries that ‘arise out of or relate to' those
activities.” Burger King Corp. v. Rudzewicz,
471 U.S. 462, 472 (1985) (internal quotations omitted).
argue that Defendant's actions in Oklahoma are sufficient
to support general jurisdiction. However, the evidence
offered in support of Plaintiffs' position is
insufficient to support a finding of general jurisdiction.
Thus, the analysis turns to whether specific jurisdiction is
first step in the specific jurisdiction analysis is whether
Defendant purposefully directed its activities at Oklahoma,
the forum state, and whether Plaintiffs' injuries arise
out of those activities. In Dudnikov, the Tenth
Circuit distilled the purposeful direction test set out by
the Supreme Court in Calder v. Jones, 465 U.S. 783
(1984), into three factors: (1) “an intentional
action” by the Defendants; (2) “that was . . .
expressly aimed at the forum state”; (3) with the
“knowledge that the brunt of the injury would be felt
in the forum state.” Dudnikov, 514 F.3d at
1072; see also Newsome, 722 F.3d at 1264-69
(applying the three-part Dudnikov test). The Court
concludes that Plaintiffs have met all three of the
Dudnikov/Calder factors with respect to
have made a prima facie showing that Defendant sought out
business in Oklahoma. The state court Petition alleges that
Defendant provided services in Oklahoma County and contracted
with Plaintiffs in Oklahoma County. Further, the affidavit
submitted in support of Defendant's Motion notes that
Defendant responded to Plaintiffs' request by sending an
engagement letter to Oklahoma. Plaintiffs' allegations of
breach of contract and tort arise from the business conducted
as a result of that engagement letter. The Court finds
Defendant purposefully directed its actions towards Oklahoma.
second factor to be considered is whether it is reasonable to
exercise jurisdiction over Defendant. Because Plaintiffs have
demonstrated that Defendant has sufficient contacts with
Oklahoma, the burden shifts to Defendant to
“‘present a compelling case that the presence of
some other considerations would render jurisdiction
unreasonable, '” Pro Axess, Inc. v.
Orlux Distribution, Inc., 428 F.3d 1270, 1280 (10th Cir.
2005) (quoting Burger King, 471 U.S. at
477), or that exercising personal jurisdiction over Defendant
“would ‘offend traditional notions of fair play
and substantial justice.'” Dudnikov, 514
F.3d at 1080 (quoting Int'l Shoe v. Washington,
326 U.S. 310, 316 (1945)). Five factors govern the
reasonableness of the Court's exercise of personal
“(1) the burden on the defendant, (2) the forum
state's interest in resolving the dispute, (3) the
plaintiff's interest in receiving convenient and
effective relief, (4) the interstate judicial system's
interest in obtaining the most efficient resolution of
controversies, and (5) the shared interest of the several
states in furthering fundamental social policies.”
Pro Axess, 428 F.3d at 1279-80 (quoting OMI
Holdings, Inc. v. Royal Ins. Co. of Canada, 149 F.3d
1086, 1095 (10th Cir. 1998)).
Court finds that overall the factors weigh in Plaintiffs'
favor. First, the burden on Defendant will be minimal as
“the majority of the work required in order to mount an
effective defense can, with the use of modern technology, be
accomplished from Defendant's [Texas] offices.”
A to Z Machining Serv., LLC v. Nat'l Storm Shelter,
LLC, No. CIV-10-422-C, 2010 WL 3081519, at *2 (W.D.
Okla. Aug. 6, 2010). Next, Oklahoma has “‘an
important interest in providing a forum in which [its]
residents can seek redress for injuries caused by
out-of-state actors.'” AST Sports Sci., Inc. v.
CLF Distrib. Ltd., 514 F.3d 1054, 1062 (10th Cir. 2008)
(quoting OMI Holdings, 149 F.3d at 1096).
Plaintiffs could potentially pursue their claims effectively
in Texas, Oklahoma is the most efficient forum, given that
the wrong underlying the suit occurred in Oklahoma. The final
factor is inapplicable, as the Court finds nothing to suggest
that exercising jurisdiction will affect the substantive
interests of Texas or any other state. Thus, it does not
offend fair play to see that Defendant could reasonably
anticipate being brought to Oklahoma to answer for alleged
wrongs arising from the engagement letter.
Defendant's Motion to Dismiss for Lack of Personal