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Blue Acquistion Member, LLC v. Bailey Peavy Bailey, PLLC

United States District Court, D. Nevada

June 9, 2015

BLUE ACQUISTION MEMBER, LLC, Plaintiff,
v.
BAILEY PEAVY BAILEY, PLLC, Defendant.

ORDER

GLORIA M. NAVARRO, Chief District Judge.

Pending before the Court is Defendant Bailey Peavy Bailey's Motion to Dismiss for Lack of Personal Jurisdiction (ECF No. 32), to which Plaintiff Blue Acquisition Member, LLC responded (ECF No. 38). For the reasons discussed below, the Motion will be GRANTED.

I. BACKGROUND

Plaintiff filed its Complaint on December 4, 2014, alleging breach of contract, promissory estoppel, and equitable estoppel against Defendant. (Compl. 4:24-5:23, ECF No. 1). Plaintiff alleges that Defendant executed an operating agreement (the "Operating Agreement") in Houston, Texas with Plaintiff's predecessor in interest, North Carolina Land Acquisition, LLC, on October 23, 2013. ( Id. at 3:12-16). The Operating Agreement provided for the formation of B&B Opportunity Fund, LLC ("B&B"), a limited liability company which was created to purchase a specific parcel of real estate in Texas. ( Id. at 3:12-13). Pursuant to the Operating Agreement, Defendant was obligated to contribute $15, 000, 000 to B&B. ( Id. at 3:24-26).

Plaintiff's claims center upon allegations that Defendant breached the Operating Agreement by failing to provide the agreed upon funds to B&B. ( Id. at 4:8-14). Prior to the execution of the Operating Agreement, one of Defendant's principals, F. Kenneth Bailey, Jr., traveled to Nevada three times to meet with Plaintiff's agent, Robert Entler, to negotiate the terms of the Operating Agreement. (Def.'s Resp. 3:1-6, ECF No. 38). Plaintiff is a limited liability company organized under the laws of the state of Delaware. (Compl. 2:2-4). Plaintiff's principal and only member is a Nevada resident. ( Id. ). Defendant is a limited liability company organized under the laws of the state of Texas. ( Id. at 2:5-10). Defendant has three members, all of whom are Texas residents. ( Id. ). B&B is a limited liability company organized under the laws of the state of Delaware. ( Id. at 3:20-23).

In the instant Motion, Defendant argues that this case should be dismissed for lack of personal jurisdiction pursuant to Federal Rule of Civil Procedure 12(b)(2).

II. LEGAL STANDARD

Pursuant to the Federal Rules of Civil Procedure, Rule 12(b)(2), a defendant may move to dismiss an action where a court lacks personal jurisdiction. "Although the burden is on the plaintiff to show that the court has jurisdiction over the defendant, in the absence of an evidentiary hearing, the plaintiff need only make a prima facie showing of jurisdictional facts to withstand the motion to dismiss." Washington Shoe Co. v. A-Z Sporting Goods Inc., 704 F.3d 668, 671-72 (9th Cir. 2012) (internal quotation marks omitted). "Additionally, the court resolves all disputed facts in favor of the plaintiff." Id.

In order for a court to exercise jurisdiction where no applicable federal statute governs personal jurisdiction, personal jurisdiction must exist under the laws of the state where it is asserted. CollegeSource, Inc. v. AcademyOne, Inc., 653 F.3d 1066, 1073 (9th Cir. 2011). Further, the exercise of jurisdiction must satisfy due process. Id. The Nevada jurisdictional analysis is essentially the same as the analysis under the Due Process Clause, U.S. Const. amend. XIV, § 1, because Nevada's long arm statute, Nev. Rev. Stat. § 14.065(1), extends personal jurisdiction over defendants to the limits of the state and federal constitutions. See Trump v. Eighth Jud. Dist. Ct., 857 P.2d 740, 747 (Nev. 1993).

"There are two types of personal jurisdiction, specific and general." Brand v. Menlove Dodge, 796 F.2d 1070, 1073 (9th Cir. 1986). "General personal jurisdiction, which enables a court to hear cases unrelated to the defendant's forum activities, exists if the defendant has substantial' or continuous and systematic' contacts with the forum state." Id. (citing Helicopteros Nacionales de Colombia, S.A. v. Hall, 466 U.S. 408, 414 (1984)). This standard is "fairly high" and uncommonly met. Id.

Specific jurisdiction, unlike general jurisdiction, allows a court to hear claims that arise out of a defendant's activities within the forum state. Helicopteros, 466 U.S. at 414. Specific jurisdiction exists if the following three requirements are met:

(1) The non-resident defendant must purposefully direct his activities or consummate some transaction with the forum or resident thereof; or perform some act by which he purposefully avails himself of the privilege of conducting activities in the forum, thereby invoking the benefits and protections of its laws;
(2) the claim must be one which arises out of or relates to the defendant's forumrelated activities; and
(3) the exercise of jurisdiction must comport with fair play and substantial justice, ...

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