from the United States District Court for the Eastern
District of Kentucky at Lexington. No. 5:18-cv-00466-Danny C.
Reeves, District Judge.
D. Edwards, Jr., Andrew R. Smith, MILLER EDWARDS RAMBICURE
PLLC, Lexington, Kentucky, for Appellant.
William H. Mooney, LYNCH, COX, GILMAN & GOODMAN, PSC,
Louisville, Kentucky, for Appellees.
Before: SUTTON, BUSH, and LARSEN, Circuit Judges.
SUTTON, CIRCUIT JUDGE.
Missouri corporation financed part of its purchase of
property through a Nevada investment company. Before long,
the investment company ended up with the property,
discovering some problems with the deal along the way. It
filed this lawsuit in Kentucky court against the Missouri
defendants, which removed the case to federal court. The
district judge dismissed the case for lack of personal
jurisdiction over the Missouri defendants. We reverse.
Becker, a Missouri citizen, wanted to buy the Ashley Power
Plant in St. Louis. Built to power the World's Fair, the
plant has generated steam heat and electricity on the banks
of the Mississippi since 1904. Becker (through a Missouri
corporation, SL EC, LLC) secured financing from Power
Investments, which is incorporated in Nevada and has one
member, Mason Miller, who lives in Lexington, Kentucky, and
practices law there. Through Miller, Power Investments loaned
SL EC about $300, 000 in 2016 and 2017 to cover rising costs
as Becker prepared to purchase the power plant. Miller also
arranged for a private equity fund to loan SL EC the purchase
price of the plant. Over the course of these negotiations,
Becker called, texted, and emailed Miller many times, seeking
funds and making many allegedly false assurances.
Becker (through another Missouri entity, Ashley Energy)
signed a purchase agreement for the plant. The sale fell
apart at closing. Power Investments agreed to buy out
Becker's controlling interest in Ashley Energy, assuming
the obligation to follow through on the power-plant deal.
Power Investments thus now owns the plant.
came to believe that Becker had been less than honest about
his use of the loaned funds as well as Ashley Energy's
liabilities and the plant's operating costs. Power
Investments and Becker proceeded to a duel, using lawsuits as
their weapons of choice. Miller filed the first lawsuit in
state court in Kentucky based on fraudulent misrepresentation
and unjust enrichment. Becker filed the second lawsuit in
state court in Missouri based on breach of contract and
fraudulent conveyance. Becker removed the Kentucky case to
federal court on the basis of diversity jurisdiction, then
moved to dismiss it for lack of personal jurisdiction.
(Miller by the way successfully removed the Missouri case to
federal court in Missouri.) The district court granted
Becker's motion to dismiss the case. Power Investments
exercise jurisdiction over an out-of-state individual, a
federal court must satisfy the long-arm law of the State and
federal due process. Miller v. AXA Winterthur Ins.
Co., 694 F.3d 675, 679 (6th Cir. 2012). All agree that
Miller's lawsuit satisfies the Kentucky long-arm statute
because Becker directed his allegedly fraudulent emails and
phone calls to Miller and so "transact[ed] . . .
business" and made "a telephone solicitation"
within the meaning of Kentucky law. Ky. Rev. Stat. §
454.210(2)(a)(1), (9). That leaves due process.
Process Clause of the Fourteenth Amendment limits a
State's power to bind an out-of-state defendant to a
judgment of its courts. World-Wide Volkswagen Corp. v.
Woodson, 444 U.S. 286, 291 (1980). Only if the
out-of-state defendant has "minimum contacts" with
the State sufficient to accord with "traditional notions
of fair play and substantial justice" may the state
court exercise power over it. Int'l Shoe Co. v.
Washington, 326 U.S. 310, 316 (1945) (quoting
Milliken v. Meyer, 311 U.S. 457, 463 (1940)).
of that, a State may invoke two types of personal
jurisdiction against a defendant. One is "general"
and turns on the defendant's generic connections to the
State-say that it resides there or regularly does business
there-connections that need not have any relationship to the
allegations in the complaint. See Daimler AG v.
Bauman, 571 U.S. 117, 127 (2014). The other is
"specific" and turns on the defendant's
case-related contacts to the jurisdiction. See Burger
King Corp. v. Rudzewicz, 471 U.S. 462, 472 (1985). The
parties and the district court agree that this case turns on
specific jurisdiction. So do we.
jurisdiction requires us to focus on the "affiliation
between the forum and the underlying controversy."
Goodyear Dunlop Tires Operations, S.A. v. Brown, 564
U.S. 915, 919 (2011) (quotation omitted). The foreign
defendant's "suit-related conduct" must
establish "a substantial connection with the forum
State." Walden v. Fiore, 571 U.S. 277, 284
(2014). The plaintiff must show that the defendant
"purposefully avail[ed] himself of the privilege of
acting in the forum state." Miller, 694 F.3d at
680 (quotation omitted).
this rule can be "more aspirational than
self-defining" in practice, Dudnikov v. Chalk &
Vermilion Fine Arts, Inc., 514 F.3d 1063, 1071 (10th
Cir. 2008) (Gorsuch, J.), we have a few guideposts. A foreign
defendant's relationship with an in-forum plaintiff does
not suffice "standing alone" to confer
jurisdiction. Walden, 571 U.S. at 286. The defendant
needs its "own affiliation" with the State.
Id. A single deal with an in-forum resident also
does not by itself suffice. Burger King, 471 U.S. at
478. But a contract that bears a "substantial
connection" to the forum, such as one designed to
exploit the forum's market, Walden, 571 U.S. at
284-85 (emphasis added), or a "20-year relationship that
envisioned continuing and wide-reaching contacts with [the
plaintiff] in [the forum]," makes the cut, Burger
King, 471 U.S. at 479-80; seeNeogen Corp.