Texas First Capital Fund I Inc v. RBR Global LLC et al

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IN THE UNITED STATES DISTRICT COURT
FOR THE WESTERN DISTRICT OF OKLAHOMA
OKLAHOMA FIRST CAPITAL FUND
X, INC., as authorized servicing agent
for BFG 108, LLC,
Plaintiff,
v.
RBR GLOBAL, LLC, et al.,
Defendants.
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) 	Case No. CIV-25-082-PRW
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ORDER
Before the Court is Defendant RBR Global, LLC’s and Richard DiBiase’s Motion
to Dismiss Plaintiff’s Amended Complaint (Dkt. 20) and Defendant Raymond Carapella’s
Amended Motion to Dismiss Plaintiff’s Complaint or In the Alternative Motion to Transfer
Venue (Dkt. 22). These matters are fully briefed and ripe for decision. For the following
reasons, the Court GRANTS the Motions (Dkts. 20, 22) and DISMISSES the Amended
Complaint (Dkt. 5) WITHOUT PREJUDICE.
Background
This case arises out of a contract dispute between BFG 108, LLC, RBR Global,
LLC, Richard DiBiase and Raymond Carapella. BFG, a New York limited liability
company, purchases accounts receivable from commercial entities, and those entities use
the funds they receive to purchase receivables from smaller businesses that need immediate
liquidity. RBR, a Florida limited liability company, is one of the commercial entities
working with BFG. In April 2021, RBR entered into a Master Funding Agreement with
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BFG wherein RBR agreed to convey certain future accounts receivable to BFG. In
connection with the Master Funding Agreement, RBR executed four Purchase and Sale
Agreements, in which the interests in receivables were transferred to BFG. RBR’s
principals, DiBiase and Carapella, signed performance guarantees and agreed to reimburse
BFG if RBR failed to remit funds associated with those receivables or breached another
part of the agreements. At no point during these exchanges did the parties do business or
agree to do business in Oklahoma.
Texas First Capital Fund I, Inc. originally brought this suit on behalf of BFG as its
servicing and litigation agent in the Western District of Oklahoma.1 The Amended
Complaint (Dkt. 5) alleges that RBR breached the Master Funding Agreement and
subsequent Purchase and Sale Agreements by failing to remit funds, failing to obtain proper
licenses in the jurisdictions in which it conducted business, and failing to disclose
management and ownership changes. Further, DiBiase and Carapella, as guarantors, are
liable for the damage resulting from RBR’s alleged breach of contract. The Amended
Complaint also includes claims for quantum meruit, promissory estoppel, common law
fraud, and common law conversion.
RBR and DiBiase, filing jointly, and Carapella, filing separately, moved to dismiss
this case for lack of personal jurisdiction and improper venue. Put generally, the
Defendants argue that personal jurisdiction does not exist because (1) DiBiase and
1 Texas First Capital filed for bankruptcy in December 2025. Oklahoma First Capital Fund
X, Inc. has been substituted as the named plaintiff in this case and now serves as BFG’s
servicing agent.
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Carapella are Florida residents, (2) RBR is “at home” in Florida, and (3) all three
defendants have not purposefully directed any conduct towards Oklahoma with respect to
injuries alleged in the Amended Complaint. Defendants also argue that venue is improper
because none of the Defendants’ alleged acts or omissions occurred within the Western
District of Oklahoma.
Legal Standard
The plaintiff has the burden of establishing that personal jurisdiction exists.2 When
addressing a motion to dismiss under Rule 12(b)(2) without conducting an evidentiary
hearing, the plaintiff need only make a prima facie showing of personal jurisdiction.3 “The
plaintiff may make this prima facie showing by demonstrating, via affidavit or other written
materials, facts that if true would support jurisdiction over the defendant.”4 To defeat a
plaintiff's prima facie showing, a defendant must show “that the presence of some other
considerations would render jurisdiction unreasonable.”5 The Court resolves all factual
disputes in favor of the plaintiff.6
2 OMI Holdings, Inc. v. Royal Ins. Co. of Can., 149 F.3d 1086, 1091 (10th Cir. 1998).
3 Old Republic Ins. Co. v. Cont'l Motors, Inc., 877 F.3d 895, 903 (10th Cir. 2017).
4 OMI Holdings, 149 F.3d at 1091 (quoting Burger King Corp. v. Rudzewicz, 471 U.S. 462,
477 (1985)).
5 Id.
6 Old Republic, 877 F.3d at 903.
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Discussion
I. 	Personal Jurisdiction
“A 	federal 	court 	may 	not 	exercise personal jurisdiction over 	an 	out-of-state
defendant unless (1) an applicable statute authorizes service of process on that defendant
and 	(2) 	the 	exercise 	of 	statutory 	jurisdiction 	comports 	with 	constitutional 	due
process.”7 Because Oklahoma law permits courts to “exercise jurisdiction on any basis
consistent 	with 	the 	Constitution 	of 	this 	state 	and 	the 	Constitution 	of 	the 	United
States,”8 “the personal jurisdiction inquiry under Oklahoma law collapses into the single
due process inquiry.”9
Exercising jurisdiction over a nonresident defendant “comports with constitutional
due process” if there are “sufficient ‘minimum contacts between the defendant and the
forum state,’”10 such that “having to defend the lawsuit there would not offend traditional
notions of fair play and substantial justice.”11 Those minimum contacts may support
general or specific jurisdiction.12 But because general jurisdiction isn't related to “events
giving rise to the suit, courts impose a more stringent minimum contacts test, requiring the
7 XMission, L.C. v. Fluent LLC, 955 F.3d 833, 839 (10th Cir. 2020).
8 Okla. Stat. tit. 12, § 2004(F).
9 Monge v. RG Petro-Mach. (Grp.) Co., 701 F.3d 598, 613 (10th Cir. 2012).
10 Id. (quoting World–Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 291 (1980)).
11 Eighteen Seventy, LP v. Jayson, 32 F.4th 956, 965 (10th Cir. 2022).
12 XMission, 955 F.3d at 840.
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plaintiff to demonstrate the defendant's continuous and systematic general business
contacts.”13
A. 	General Jurisdiction
“For an individual, the paradigm forum for the exercise of general jurisdiction is the
individual's domicile; for a corporation, it is an equivalent place, one in which the
corporation is fairly regarded as at home.”14 A corporation is “at home” where its state of
incorporation and principal place of business is. And courts have routinely applied the
personal jurisdiction rules regarding corporations to limited liability companies.15
With respect to the individual defendants, both DiBiase and Carapella are residents
of Florida. Thus, DiBiase and Carapella are not subject to general jurisdiction in Oklahoma.
General jurisdiction for RBR is more complicated. Although RBR is incorporated
and has its principal place of business in Florida, as Plaintiff admits, general jurisdiction
for business entities can extend further. Precisely, “in an exceptional case, a corporate
defendant's operations in another forum may be so substantial and of such a nature as to
render the corporation at home in that State.”16 Courts in the Tenth Circuit have applied
13 Old Republic, 877 F.3d at 904.
14 Goodyear Dunlop Tires Ops., S.A. v. Brown, 564 U.S. 915, 919 (2011).
15 Frank v. P N K (Lake Charles) L.L.C., 947 F.3d 331, 338 n. 10 (5th Cir. 2020) (collecting
cases); see Avus Designs, Inc. v. Grezxx, LLC, 644 F. Supp. 3d 963, 974–82 (D. Wyo. Dec.
2, 2022) (discussing the debate over what “at home” means for LLCs and holding that an
LLC should not be considered “at home” based on the citizenship of each member).
16 BNSF Ry. Co. v. Tyrrell, 581 U.S. 402, 413 (2017); Fabara v. GoFit, LLC, 308 F.R.D.
380, 402 (D.N.M. May 28, 2015) (applying this rule to LLCs).
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the following factors to decide whether a defendant’s contacts with the forum state trigger
general jurisdiction:
whether the [entity] solicits business in the state through a local office or
agents; (2) whether the [entity] sends agents into the state on a regular basis
to solicit business; (3) the extent to which the [entity] holds itself out as doing
business 	in 	the 	forum 	state, 	through 	advertisements, 	listings 	or 	bank
accounts; and (4) the volume of business conducted in the state by the
[entity].17
These factors weigh in favor of the finding that the Court lacks general jurisdiction
over RBR. RBR has never had any offices, employees, business licenses or authorizations,
or bank accounts in Oklahoma.18 Plaintiff points to two UCC-1 Financing Statements, filed
by RBR with the County Clerk’s Office in Oklahoma, to argue RBR has made itself “at
home” in the forum state.19 But these two statements, used to perfect RBR’s lender-rights
and preserve its priority status among other creditors, are insignificant. Because RBR’s
contacts with Oklahoma are not systemic and continuous, the Court finds that it cannot
exercise general personal jurisdiction over RBR.
B. 	Specific Jurisdiction
Since general jurisdiction does not exist, the Court must decide whether it can
exercise specific jurisdiction over RBR, Dibiase, and Carapella. Specific jurisdiction
“allows a court to exercise jurisdiction over an out-of-state defendant only for claims
17 Trierweiler v. Croxton & Trench Holding Corp., 90 F.3d 1523, 1533 (10th Cir. 1996).
18 RBR & DiBiase’s Mot. (Dkt. 20), at 2.
19 Plf.’s Resp. to Dkt. 20 (Dkt. 24), at 10.
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related to the defendant's contacts with the forum State.”20 Specific jurisdiction requires
the plaintiff to show that the defendant has “minimum contacts” with that State.21 To meet
the minimum-contacts requirement, a plaintiff must show that “(1) the out-of-state
defendant ‘purposefully directed’ its activities at residents of the forum State, and (2) the
plaintiff's alleged injuries ‘arise out of or relate to those activities.’”22 If the plaintiff makes
this showing, the court then determines whether exercising personal jurisdiction would
“offend traditional notions of fair play and substantial justice.”23
Because 	Plaintiff 	plainly 	fails 	the 	second 	prong 	of 	the 	minimum-contacts
requirement, the Court begins there. Plaintiff contends that “more than a half-million
dollars’ worth of funding was supplied to [Oklahoma-based merchant-borrowers] and the
accounts receivables that are to be paid to RBR from the merchants as compensation were
transferred to BFG[.]”24 But Plaintiff does not go further and explain how these accounts
relate to its contract and tort claims.25 Chiefly, Plaintiff does not indicate whether RBR
transferred those Oklahoma-based accounts receivables pursuant to the Master Funding
Agreement, the Purchase and Sale Agreements, or the performance guaranties, let alone
20 XMission, 955 F.3d at 840.
21 Old Republic, 877 F.3d at 904.
22 See XMission, 955 F.3d at 840 (quoting Burger King Corp., 471 U.S. at 472); see
also Old Republic, 877 F.3d at 904.
23 Id. at 908–09.
24 Plf.’s Resp. to Dkt. 20 (Dkt. 24), at 15.
25 See Dental Dynamics, LLC v. Jolly Dental Grp., LLC, 946 F.3d 1223, 1228 (10th Cir.
2020) (requiring the plaintiff to make a prima facie showing of personal jurisdiction for
each claim alleged).
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whether 	Plaintiff’s 	injuries 	are 	traceable 	to 	those 	Oklahoma-based 	accounts. 	All
agreements at issue solely concern parties in New York (e.g., BFG) and Florida (e.g., RBR,
DiBiase, and Carapella) and required BFG to advance funds to RBR in exchange for the
sale of certain accounts receivable. The fact that some of those accounts were owed by
Oklahoma debtors does not change the relationship between the actual parties to the
agreements—this connection is far too attenuated to support specific jurisdiction.26
Accordingly, the Court finds that it cannot exercise either general or specific
personal jurisdiction over RBR, DiBiase, or Carapella.
II. 	Jurisdictional Discovery
In its responses to the Motions (Dkts. 20, 22), Plaintiff asks the Court to allow it to
conduct sixty-days of jurisdictional discovery if the Court finds that jurisdiction is
improper. But Local Rule 7.1(c) prohibits a response to a motion from including a motion
or cross-motion. Plaintiff, here, has not independently moved for leave to conduct
jurisdictional discovery. The Court, therefore, denies Plaintiff’s request for jurisdictional
discovery.
26 Id. at 1230 (finding no personal jurisdiction where “the transactions implicated
Oklahoma in only an attenuated fashion, as [the plaintiff] serves as a broker in transactions
between dentists located across the United States”).
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Conclusion
The Court GRANTS the Motions (Dkts. 20, 22) and DISMISSES the Amended
Complaint (Dkt. 5) WITHOUT PREJUDICE. A separate judgment will follow.
IT IS SO ORDERED this 5th day of March 2026.
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