Anzures v. Flagship Restaurant Group
2016 U.S. App. LEXIS 7314
| 10th Cir. | 2016Background
- Plaintiff Joe Anzures (Colorado) and nonparty Mitilier (California) formed Industria Payment Solutions, LLC as a Nevada LLC with its registered office and agent in Nevada; Industria’s operating agreement listed its principal place of business at Flagship’s Omaha, Nebraska address.
- Industria had three members: Anzures (25%), Mitilier (25%), and Flagship (50%); Hogan (Nebraska) held a 31.4% interest in Flagship and was a manager of Industria; Anzures was the sole employee and presiding manager and worked from Colorado to solicit business (e.g., Western Union).
- Anzures alleges defendants (Hogan and Flagship, Nebraska) made fraudulent/negligent misrepresentations and breached fiduciary duties and contract by failing to make promised capital contributions, attempting to reduce his compensation, and making false accusations to remove him.
- Anzures sued in Colorado state court; defendants removed under diversity jurisdiction and moved to dismiss for lack of personal jurisdiction. After limited jurisdictional discovery, the district court dismissed; Anzures appealed.
- The Tenth Circuit reviewed de novo (prima facie showing standard) and considered only specific jurisdiction (plaintiff did not contest lack of general jurisdiction).
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Colorado courts have specific jurisdiction over defendants for tort claims | Anzures: defendants’ conduct related to Industria injured him in Colorado; Industria’s operations and his activities were centered in Colorado, so defendants expressly aimed conduct at Colorado | Hogan/Flagship: defendants’ conduct concerning Industria’s funding/ownership and compensation was tied to Nevada/Nebraska entity choices, not Colorado; any effect in Colorado is insufficient | No specific jurisdiction: defendants did not purposefully direct conduct at Colorado; plaintiff’s Colorado contacts cannot substitute for defendants’ contacts with the forum |
| Whether Colorado courts have specific jurisdiction for breach-of-contract claim against Flagship | Anzures: contract claim arises from Flagship’s alleged failure to perform obligations to Industria/Anzures | Flagship: contract specified Nevada LLC, Nebraska principal place of business, and Nevada choice-of-law; Flagship did not purposefully avail itself of Colorado | No specific jurisdiction: Flagship didn’t purposefully avail itself of Colorado; contractual structure pointed to Nevada/Nebraska |
| Whether contacts that defendants had with Colorado lawyers or with plaintiff create jurisdiction | Anzures: Hogan’s communications with Colorado counsel and interactions with Anzures in Colorado connect defendants to forum | Defendants: communications with counsel and with plaintiff do not amount to contacts with Colorado sufficient for due process | No: Walden and related precedents require defendant-created contacts with the forum itself, not merely effects on a forum resident |
| Whether exercise of jurisdiction would comport with fair play and substantial justice | Anzures: jurisdiction is reasonable given defendants’ role in Industria and harm to him in Colorado | Defendants: no foreseeability of being haled into Colorado courts for disputes about a Nevada LLC and Nebraska principal place of business | Court did not reach fairness analysis after finding insufficient minimum contacts |
Key Cases Cited
- Dudnikov v. Chalk & Vermilion Fine Arts, Inc., 514 F.3d 1063 (10th Cir.) (governs purposeful-direction analysis in tort contexts)
- International Shoe Co. v. Washington, 326 U.S. 310 (1945) (minimum contacts and due process framework for personal jurisdiction)
- Walden v. Fiore, 134 S. Ct. 1115 (2014) (jurisdiction requires defendant’s own contacts with the forum; plaintiff’s forum ties insufficient)
- Calder v. Jones, 465 U.S. 783 (1984) (specific jurisdiction where defendants expressly aimed tortious conduct at forum state)
- Burger King Corp. v. Rudzewicz, 471 U.S. 462 (1985) (purposeful availment and relatedness between suit and forum contacts)
- World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286 (1980) (foreseeability of being haled into court in forum relevant to due process)