Fulbright & Jaworski LLP v. Eighth Judicial Dist. Court of State

• Decision Date: 05 February 2015
• Docket Number: No. 65122.,65122.
• Citation: 342 P.3d 997,131 Nev. Adv. Op. 5
• Parties: FULBRIGHT & JAWORSKI LLP, A Texas Limited Liability Partnership; And Jane Macon, A Texas Resident, Petitioners, v. The EIGHTH JUDICIAL DISTRICT COURT of the State of Nevada, in and for the County of Clark; and the Honorable Nancy L. Allf, District Judge, Respondents, and Verano Land Group, LP, A Nevada Limited Partnership, Real Party in Interest.
• Court: Nevada Supreme Court

342 P.3d 997
131 Nev. Adv. Op. 5

FULBRIGHT & JAWORSKI LLP, A Texas Limited Liability Partnership; And Jane Macon, A Texas Resident, Petitioners
v.
The EIGHTH JUDICIAL DISTRICT COURT of the State of Nevada, in and for the County of Clark; and the Honorable Nancy L. Allf, District Judge, Respondents
and
Verano Land Group, LP, A Nevada Limited Partnership, Real Party in Interest.

No. 65122.

Supreme Court of Nevada.

Feb. 5, 2015.

342 P.3d 999

Snell & Wilmer L.L.P. and Alex L. Fugazzi and Kelly H. Dove, Las Vegas; Snell & Wilmer L.L.P. and Matthew L. Lalli, Salt Lake City, Utah, for Petitioners.

Kemp, Jones & Coulthard, LLP, and J. Randall Jones, Matthew S. Carter, and Carol L. Harris, Las Vegas, for Real Party in Interest.

BEFORE HARDESTY, C.J., DOUGLAS and CHERRY, JJ.

OPINION

By the Court, HARDESTY, C.J.:

In this original petition for a writ of prohibition, we consider whether a Texas-based law firm's representation of a Nevada client in a Texas matter, by itself, provides a basis for specific personal jurisdiction in Nevada. While we conclude that it does not and grant petitioners' petition for a writ of prohibition insofar as it seeks to vacate the district court's order denying their motion to dismiss, we nonetheless, deny petitioners' writ petition to the extent that it seeks to direct the district court to grant their motion to dismiss because additional evidence may have been procured in discovery while this writ petition was pending that may support a prima facie showing of personal jurisdiction.

FACTS

The underlying lawsuit seeks redress for complications that arose in connection with a real-estate development project in San Antonio, Texas. As is relevant to this writ petition, the project began in 2006 when three individuals, who were the managers of a Nevada limited liability company named Triple L Management, LLC, began acquiring parcels of real estate in San Antonio. The real estate was acquired based on its proximity to a yet-to-be-constructed branch campus of Texas A & M University, and Triple L's managers solicited funds from investors based on the real estate's projected increase in value.

By July 2006, Triple L's managers had raised more than $20 million from individual investors who were predominantly Nevada residents, and escrow closed on the acquired property that same month.¹ Title to the property was put in the name of real party in interest Verano Land Group, LP, a limited partnership created by Triple L's managers wherein Triple L retained managerial control as Verano's general partner and the investors were designated as limited partners. Verano was registered as a Texas partnership, and in December 2006, Verano (via its general partner Triple L, via Triple L's three managers) sought out and retained the Texas law firm of Fulbright & Jaworski LLP, a petitioner herein, to provide Verano with legal guidance pertaining to the development project.² At the time of this case's underlying

342 P.3d 1000

events, Fulbright & Jaworski was a limited liability partnership registered in Texas with offices throughout the United States, although it had no offices in Nevada and none of its attorneys were licensed to practice in Nevada. As Verano's complaint in the underlying action would later explain, Verano solicited Fulbright & Jaworski based upon the fact that one of its partners, petitioner and Texas resident Jane Macon, was the former city attorney for San Antonio and was therefore “highly experienced and connected in the San Antonio development and planning arena.”

Between 2006 and 2010, Macon served as Fulbright & Jaworski's point of contact for Verano, and Macon, in turn, dealt with Verano's general partner, Triple L, regarding the legal matters pertaining to Verano's development project. During that time, Macon sent numerous e-mails and placed repeated phone calls to Triple L's managers in Nevada concerning Verano's project. Petitioners also sent billing invoices to Triple L's Nevada mailing address, which were paid from a Nevada bank account. During 2007 and 2008, Macon worked with Triple L, Texas A & M, and the City of San Antonio to finalize an agreement wherein Verano would donate a portion of its real estate to Texas A & M and, in exchange, the City of San Antonio would provide Verano with roughly $250 million in public funds, which Verano would use to further develop the property that it retained. As part of consummating this agreement, however, Macon and Triple L created a separate entity, VTLM Texas, LP, that was to serve as Verano's agent for purposes of dealing with Texas A & M and the City of San Antonio.³ Consequently, under the finalized exchange agreement, Verano donated roughly 700 acres of land to Texas A & M, and VTLM Texas was denominated as the entity entitled to receive the public funds.

In August and September of 2010, Macon traveled to Las Vegas on two occasions to participate in two presentations to Verano's investors regarding the project's status. Shortly after those presentations, and allegedly as a result of the information conveyed at the presentations, Verano's investors began to question whether Triple L and its managers were adequately representing Verano's interests. Thereafter, near the end of 2010, a supermajority of Verano's investors voted to remove Triple L from its role as Verano's general partner and to replace Triple L with a new general partner. Throughout most of 2011, Macon continued to represent Verano, and in so doing, communicated with Verano's new general partner regarding the status of the project. By late 2011, however, the attorney-client relationship between petitioners and Verano had terminated. The record does not clearly reflect the date on which the relationship was terminated or which party terminated the relationship, but in any event, in November 2011, Verano's new general partner reregistered Verano as a Nevada partnership.

Verano then instituted the underlying action in 2012, naming petitioners as defendants.⁴ Generally speaking, Verano's complaint alleged that petitioners had breached their fiduciary duties and engaged in self-dealing by donating more of Verano's land to Texas A & M than Verano had originally intended to donate and by assisting Triple L in creating VTLM Texas in order to usurp the City of San Antonio's public funds. Petitioners filed a motion to dismiss, contending that their contacts with Nevada were insufficient to subject them to personal jurisdiction. Verano opposed the motion, arguing that petitioners were subject to both general and

342 P.3d 1001

specific personal jurisdiction. In particular, Verano contended that Fulbright & Jaworski's contacts with Nevada in unrelated matters were sufficient to subject the firm to general personal jurisdiction for purposes of the underlying matter. Additionally, Verano contended that petitioners were subject to specific personal jurisdiction because they had purposefully availed themselves of the privilege of acting in Nevada by agreeing to represent a Nevada-based client, by directing correspondence to that client in Nevada, and by participating in two presentations in Nevada.

The district court agreed that Verano had made a prima facie showing that petitioners were subject to both general and specific personal jurisdiction and denied petitioners' motion to dismiss. Petitioners then filed this writ petition. After the writ petition was filed, the parties continued to engage in discovery in preparation for trial until this court entered an order staying the underlying proceedings.

DISCUSSION

Standard of review

“A writ of prohibition is available to arrest or remedy district court actions taken without or in excess of jurisdiction.” Viega GmbH v. Eighth Judicial Dist. Court, 130 Nev. ––––, ––––, 328 P.3d 1152, 1156 (2014). Writ relief is an extraordinary remedy, and this court typically exercises its discretion to consider a writ petition only when there is no plain, speedy, and adequate remedy in the ordinary course of law. Id. While an appeal is generally considered to be an adequate legal remedy precluding writ relief, Pan v. Eighth Judicial Dist. Court, 120 Nev. 222, 224, 88 P.3d 840, 841 (2004), the right to appeal is inadequate to correct an invalid exercise of personal jurisdiction over a defendant. Viega, 130 Nev. at ––––, 328 P.3d at 1156. Because petitioners challenge the district court's ruling regarding personal jurisdiction, we elect to exercise our discretion and consider this writ petition. Id. This court reviews de novo a district court's determination of personal jurisdiction. Id.

Jurisdiction over a nonresident defendant

When a nonresident defendant challenges personal jurisdiction, the plaintiff bears the burden of showing that jurisdiction exists. Trump v. Eighth Judicial Dist. Court, 109 Nev. 687, 692, 857 P.2d 740, 743–44 (1993). In so doing, the plaintiff must satisfy the requirements of Nevada's long-arm statute and show that jurisdiction does not offend principles of due process. Id. at 698, 857 P.2d at 747; NRS 14.065. Under the Fourteenth Amendment's Due Process Clause, a nonresident defendant must have sufficient “minimum...