Keaty LLC v. Blueprint Summer Programs Inc., 010920 UTCA, 20180447-CA

Opinion JudgeHAGEN, Judge.
Party NameKeaty LLC, TM Keaty and Associates Inc., and Steven Keaty, Appellants, v. Blueprint Summer Programs Inc. and Michael Dodson, Appellees.
AttorneyJay L. Springer, Attorney for Appellants Justin D. Heideman and Thomas R. McCosh, Attorneys for Appellees
Judge PanelJudge Diana Hagen authored this Opinion, in which Judges Kate Appleby and Jill M. Pohlman concurred.
Case DateJanuary 09, 2020
CourtUtah Court of Appeals

2020 UT App 9

Keaty LLC, TM Keaty and Associates Inc., and Steven Keaty, Appellants,

v.

Blueprint Summer Programs Inc. and Michael Dodson, Appellees.

No. 20180447-CA

Court of Appeals of Utah

January 9, 2020

Third District Court, Salt Lake Department The Honorable Richard D. McKelvie No. 179910990

Jay L. Springer, Attorney for Appellants

Justin D. Heideman and Thomas R. McCosh, Attorneys for Appellees

Judge Diana Hagen authored this Opinion, in which Judges Kate Appleby and Jill M. Pohlman concurred.

HAGEN, Judge.

¶1 Keaty LLC, TM Keaty and Associates Inc., and Steven Keaty (collectively, the Keaty parties) appeal the district court's dismissal of their claims arising out of their business dealings with Blueprint Summer Programs Inc. (Blueprint) based on lack of personal jurisdiction. We conclude that Blueprint's affiliations with Utah are insufficient to establish general jurisdiction and that the facts alleged relating to the Keaty parties' individual claims are insufficient to establish specific jurisdiction. Accordingly, we affirm.

BACKGROUND1

¶2 Steven Keaty is a Nevada resident who operates two businesses: Keaty LLC and TM Keaty and Associates Inc. (TM Keaty). Keaty LLC is a Nevada limited liability company with a Utah address that offers business consulting services. TM Keaty is a Utah corporation with a Utah address that offers accounting and personal assistance services.

¶3 Blueprint is a company that runs summer camp programs for high school students from across the country at college campuses, none of which are in Utah. Blueprint is incorporated and has offices in North Carolina. Michael Dodson is an executive director at Blueprint and also resides in North Carolina.

¶4 In February 2016, Keaty, Dodson, and another Blueprint executive met at Blueprint's office in North Carolina to arrange for Keaty LLC to provide consulting services to Blueprint (the February meeting). Keaty LLC agreed to provide consulting services to Blueprint for compensation in an amount to be determined at a later date. Beginning shortly thereafter, Keaty and Dodson participated in regular telephone or video conference calls through which consulting services were provided. Keaty participated in most, if not all, of those calls from locations in Utah and Nevada.

¶5 During this course of dealing, Blueprint began to receive accounting and personal assistance services through Keaty's other company, TM Keaty. One particular TM Keaty employee provided personal assistance services from Salt Lake City, Utah. The agreement under which the employee provided these services "expressly required her to remain an employee of TM Keaty while providing services to Blueprint, and also prohibited [the employee] from seeking employment with Blueprint or entering into an employment relationship with Blueprint." Additionally, Blueprint agreed "not [to] seek to employ, nor actually employ, [the employee] directly for a reasonable period based on the services [the employee] provided to [Blueprint]." From March to August 2016, TM Keaty regularly sent invoices to Blueprint for services that were provided by TM Keaty employees who lived and worked in Utah. Blueprint timely remitted payments for those services to TM Keaty's Utah address.

¶6 By around August 2016, the relationship between the Keaty parties and Blueprint had begun to deteriorate. When Keaty sought clarification from Blueprint regarding compensation for the consulting services provided by Keaty LLC, Blueprint stopped returning calls for several weeks. Finally, during a phone call with Dodson in October 2016, Keaty again asked about the compensation for the consulting services, but Blueprint was unwilling to address the issue. In December, the Keaty parties sent Blueprint an invoice for Keaty's services in the amount of $9, 338.80.

¶7 Also in August 2016, the TM Keaty employee who had performed personal assistance services to Blueprint informed TM Keaty that she intended to seek employment with Blueprint. TM Keaty informed the employee that doing so would violate her employment agreement. Then, "in anticipation of being terminated," the employee quit her job with TM Keaty. Immediately after that, the employee began working for Blueprint. The employee's unexpected departure "caused TM Keaty financial harm and caused TM Keaty to incur executive costs."

¶8 As a result of the above-described facts, the Keaty parties brought suit in Utah against Blueprint for numerous claims. The district court dismissed all of the claims based on lack of personal jurisdiction over Blueprint and Dodson. The Keaty parties now appeal.

ISSUE AND STANDARD OF REVIEW

¶9 The Keaty parties contend the district court erred by concluding that it lacked personal jurisdiction over Blueprint. "Because the propriety of a motion to dismiss is a question of law, we review for correctness, giving no deference to the decision of the trial court."

Wagner v. Clifton, 2002 UT 109, ¶ 8, 62 P.3d 440 (cleaned up).

ANALYSIS

¶10 "Personal jurisdiction means the power to subject a particular defendant to the decisions of the court." Rocky Mountain Claim Staking v. Frandsen, 884 P.2d 1299, 1301 (Utah Ct. App. 1994) (cleaned up). "A court may take personal jurisdiction of a nonresident defendant if the requirements of due process and the state's long-arm statute are met." Id. Utah's long-arm statute is coextensive with the constitutional limitations imposed by the federal Due Process Clause. Pohl, Inc. of Am. v. Webelhuth, 2008 UT 89, ¶ 32, 201 P.3d 944; accord Utah Code Ann. § 78B-3-205 (LexisNexis 2018). Therefore, to succeed on appeal, the Keaty parties must have alleged facts sufficient for us to conclude that Blueprint's affiliations with and connections to Utah are "such that the maintenance of the suit does not offend traditional notions of fair play and substantial justice." Pohl, 2008 UT 89, ¶ 23 (cleaned up); see also International Shoe Co. v. Washington, 326 U.S. 310, 316 (1945).

¶11 There are two categories of personal jurisdiction: general and specific. General jurisdiction, also known as all-purpose jurisdiction, "permits a court to exercise power over a defendant without regard to the subject of the claim asserted and is dependent on a showing that the defendant conducted substantial and continuous local activity in the forum state." Pohl, 2008 UT 89, ¶ 9 (cleaned up). In contrast, "specific personal jurisdiction gives a court power over a defendant only with respect to claims arising out of the particular activities of the defendant in the forum state and only if the defendant has certain minimum local contacts." Id. ¶ 10 (cleaned up). The Keaty parties argue that Utah courts may exercise both general and specific jurisdiction over Blueprint in relation to their claims, 2 and so we address each in turn.

I. General Personal Jurisdiction

¶12 A party is subject to general personal jurisdiction when its affiliations with the forum state "indicate[] general submission to a State's powers." J. McIntyre Mach., Ltd. v. Nicastro, 564 U.S. 873, 880 (2011). "With respect to a corporation, the place of incorporation and principal place of business are paradigm bases for general jurisdiction," Daimler AG v. Bauman, 571 U.S. 117, 137 (2014) (cleaned up), because they evidence "an intention to benefit from and thus an intention to submit to the laws of the forum State," Nicastro, 564 U.S. at 881. Functionally, a court can exercise general jurisdiction over a corporation where "that corporation's affiliations with the State are so continuous and systematic as to render it essentially at home in the forum State." Daimler, 571 U.S. at 138-39 (cleaned up). "By contrast, those who . . . operate primarily outside a State have a due process right not to be subjected to judgment in its courts as a general matter." Nicastro, 564 U.S. at 881.

¶13 We cannot conclude, based on the Keaty parties' factual allegations, that Blueprint's affiliations with Utah are "so continuous and systematic as to render it essentially at home" in Utah. See Daimler, 571 U.S. at 139. The amended complaint makes clear that Blueprint is a North Carolina corporation and that its offices are located in North Carolina. Only two facts are alleged that could possibly demonstrate Blueprint's continuous affiliation with Utah: (1) one of Blueprint's executives has a Utah residential address, and (2) Blueprint's summer programs accept applicants from any state, including Utah. An allegation that an executive of a corporation resides in Utah is, without more, insufficient to show that the corporation itself is at home here. See DeLorenzo v. Viceroy Hotel Group, LLC, 757 Fed.Appx. 6, 9 (2d Cir. 2018) (concluding that a defendant corporation was not subject to general jurisdiction in New York even where the plaintiff alleged that the defendant's "former director of sales and marketing . . . is purportedly a New York...

To continue reading

Request your trial

VLEX uses login cookies to provide you with a better browsing experience. If you click on 'Accept' or continue browsing this site we consider that you accept our cookie policy. ACCEPT