Background - Plaintiffs Cathrine and Cornelius Van Rooyen, South African residents, purchased U.S. investment property marketed as Dallas build-to-rent homes and wired deposits after communications with defendants (Greystone Home Builders and related individuals/entities). - Disputed transactions: Real Estate Purchase and Sale Agreement for Dallas property (Shortleaf alleged), deposit receipts that reference different properties, photos and lease guarantees, and a promissory Note from Greystone after Greystone purportedly canceled the sale. - Plaintiffs allege a multi-defendant fraud scheme and assert RICO and state-law claims; most defendants (except Reiter) moved to dismiss for lack of personal jurisdiction or improper venue, or alternatively to transfer under 28 U.S.C. § 1404(a). - The court found prima facie facts supporting general jurisdiction over Ryan Texas (headquartered in Dallas) and specific jurisdiction over other defendants based on communications and marketing directed at Texas real estate investors. - The Note contained a Michigan choice-of-law and forum-selection clause; the court concluded the Note’s merger clause covered claims arising from the Real Estate Agreement and that the forum-selection clause is enforceable. - Balancing public-interest factors and giving controlling weight to the valid forum-selection clause, the court transferred the entire case (including Reiter) to the Eastern District of Michigan under § 1404(a); motions to dismiss for lack of jurisdiction or improper venue were denied. ### Issues | Issue | Plaintiff's Argument | Defendant's Argument | Held | |---|---:|---:|---:| | Personal jurisdiction (general over Ryan Texas) | Ryan Texas acted as JGL's agent, had office and contracts in Texas; therefore Texas courts have general jurisdiction | Defendants are Michigan residents; communications were online; contacts insufficient for Texas general jurisdiction | Court: General jurisdiction over Ryan Texas satisfied ("essentially at home" in Texas) | | Personal jurisdiction (specific over other defendants) | Defendants purposely directed fraudulent marketing and communications about Texas property to plaintiffs; claims arise from those contacts | Communications occurred over internet with foreign plaintiffs; Note governed by Michigan law so contacts relate to Michigan | Court: Prima facie showing of specific jurisdiction satisfied because defendants directed fraud-related communications at Texas and claims arise from Texas real estate transaction | | Enforceability of forum-selection clause in Note | Plaintiffs argued overall fraud induced the Note but did not show fraud specific to the forum clause or that Michigan forum is unfair | Defendants relied on the Note’s Michigan governing law and forum clause to seek transfer | Court: Federal law presumes clauses enforceable; plaintiffs failed heavy burden to show unreasonableness; clause enforceable | | Transfer under § 1404(a) (including nonsignatories and non-moving defendant) | Plaintiffs urged Texas as proper venue because underlying real estate and evidence are Texas-based | Defendants sought transfer to Eastern District of Michigan per forum clause; argued convenience and governing law favor Michigan | Court: Forum clause controls; public-interest factors (congestion, governing law familiarity) favor transfer; equitable estoppel binds nonsignatories; transferred case (including Reiter) to Eastern District of Michigan | ### Key Cases Cited Daimler AG v. Bauman, 571 U.S. 117 (general jurisdiction requires affiliations making corporation "essentially at home") Goodyear Dunlop Tires Operations, S.A. v. Brown, 564 U.S. 915 (general jurisdiction standard) Burger King Corp. v. Rudzewicz, 471 U.S. 462 (specific jurisdiction and purposeful availment analysis) Atlantic Marine Construction Co. v. U.S. District Court for Western District of Texas, 571 U.S. 49 (forum-selection clauses alter § 1404(a) analysis) M/S Bremen v. Zapata Off-Shore Co., 407 U.S. 1 (forum-selection clauses presumptively enforceable absent unreasonableness) Haynsworth v. The Corp., 121 F.3d 956 (party resisting forum clause bears heavy burden) Latshaw v. Johnston, 167 F.3d 208 (prima facie burden on plaintiff to show minimum contacts) Mink v. AAAA Development LLC, 190 F.3d 333 (specific vs. general jurisdiction framework) Grigson v. Creative Artists Agency L.L.C., 210 F.3d 524 (equitable estoppel can bind nonsignatory to contractual forum/arbitration clauses) Hellenic Investment Fund, Inc. v. Det Norske Veritas, 464 F.3d 514 (nonsignatory bound by forum clause based on estoppel)