Industrial Maintenance Solutions, LLC et al v. BGSE Group, LLC et al

IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF WEST VIRGINIA
INDUSTRIAL MAINTENANCE SOLUTIONS, LLC,
BRYAN S. HENRY,
NOVA 1 PROPERTIES, LLC, and
TAMMY HENRY,
Plaintiffs,
v. 	CIVIL NO. 1:22-CV-12
(KLEEH)
LUCKEY ENTERPRISES, LLC,
BRYAN BULLERDICK, and
ASHLEY S. BULLERDICK,
Defendants.
MEMORANDUM OPINION AND ORDER GRANTING DEFENDANT ASHLEY
BULLERDICK’S MOTION TO DISMISS [ECF NO. 167]
Pending before the Court is Defendant Ashley S. Bullerdick’s
motion to dismiss the third supplemental complaint as it pertains
to her. 	For the reasons discussed herein, the motion is GRANTED.
I. 	INTRODUCTION AND PROCEDURAL HISTORY
In 	this 	case, 	the 	Plaintiffs, 	Industrial 	Maintenance
Solutions, 	LLC 	(“IMS”), 	Bryan 	S. 	Henry 	(“Bryan 	Henry”), 	Nova 	1
Properties, 	LLC 	(“Nova 	1”), 	and 	Tammy 	Henry 	(“Tammy 	Henry”)
(together, “Plaintiffs”), have alleged that the Defendants, Luckey
Enterprises, 	LLC 	(“Luckey”), 	Bryan 	Bullerdick 	(“Bryan
Bullerdick”), 	and 	Ashley 	S. 	Bullerdick 	(“Ashley 	Bullerdick”)
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(together, “Defendants”), have breached several contracts, engaged
in 	unfair 	business 	practices, 	misappropriated 	and 	infringed 	upon
IMS’s 	intellectual 	property, 	and 	engaged 	in 	defamation.
Plaintiffs’ allegations relate to BGSE Group, LLC’s acquisition of
the 	manufacturing 	division 	of 	IMS 	for 	aviation 	ground 	support
equipment.
The case was first removed to this Court on February 3, 2022.
See ECF No. 1. 	The named defendants were BGSE Group, LLC (“BGSE”),
Luckey, 	and 	Bryan 	Bullerdick. 	On 	January 	9, 	2023, 	BGSE 	filed 	a
Notice 	of 	Bankruptcy 	and 	Automatic 	Stay 	of 	Proceedings. 	See 	ECF
No. 68. 	On January 10, 2023, the Court stayed the case and vacated
the scheduling order. 	See ECF No. 69. 	On July 24, 2023, the Court
lifted 	the 	stay 	as 	to 	all 	parties 	except 	BGSE. 	See 	ECF 	No. 	76.
On 	November 	15, 	2023, 	after 	obtaining 	leave 	of 	the 	Court,
Plaintiffs filed a first supplemental complaint. 	See ECF No. 88.
The first supplemental complaint alleged claims against only Bryan
Bullerdick and Luckey. 	See id.
On 	April 	26, 	2024, 	Plaintiffs 	filed 	a 	motion 	for 	leave 	to
file 	a 	second 	supplemental 	complaint. 	See 	ECF 	No. 	113. 	The
proposed 	second 	supplemental 	complaint 	named 	Bryan 	Bullerdick,
Luckey, 	and 	Ashley 	Bullerdick 	as 	defendants. 	See 	ECF 	No. 	113-3.
In 	July 	2024, 	after 	the 	Court 	was 	notified 	that 	the 	parties 	had
“reached agreement on the amount of settlement of all claims,” the
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Court 	terminated 	the 	motion 	for 	leave 	to 	file 	the 	second
supplemental complaint without ruling on the motion. 	See ECF Nos.
120, 121. 	After multiple extensions of Court orders directing the
parties to file a proposed dismissal order, the parties ultimately
opted 	to 	file 	a 	proposed 	schedule. 	See 	ECF 	Nos. 	125, 	129, 	133,
135, 	140. 	On 	January 	23, 	2025, 	the 	Court 	entered 	a 	scheduling
order, which has since been stayed. 	See ECF No. 140.
On 	May 	14, 	2025, 	after 	obtaining 	leave 	of 	the 	Court,
Plaintiffs filed a third supplemental complaint. 	See ECF No. 161.
In 	the 	third 	supplemental 	complaint, 	Plaintiffs 	assert 	claims
against Bryan Bullerdick, Luckey, and Ashley Bullerdick. 	See id.
At 	a 	minimum, 	Plaintiffs 	bring 	claims 	of 	fraudulent 	inducement,
civil conspiracy, defamation, and plundering the BGSE estate. 	Some
of 	the 	claims 	are 	not 	labeled, 	and 	it 	is 	unclear 	what 	additional
claims 	are 	being 	raised 	(and 	against 	whom 	they 	are 	raised). 	Now
pending is a motion to dismiss by Ashley Bullerdick. 	It is fully
briefed and ripe for review.
II. 	STANDARD OF REVIEW
Rule 12(b)(2) of the Federal Rules of Civil Procedure provides
for 	dismissal 	for 	lack 	of 	personal 	jurisdiction. 	“[A] 	defendant
must 	affirmatively 	raise 	a 	personal 	jurisdiction 	challenge, 	but
the 	plaintiff 	bears 	the 	burden 	of 	demonstrating 	personal
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jurisdiction 	at 	every 	stage 	following 	such 	a 	challenge.” 	UMG
Recordings, 	Inc. 	v. 	Kurbanov, 	963 	F.3d 	344, 	350 	(4th 	Cir. 	2020)
(citation and internal quotation marks omitted). 	“In considering
whether 	a 	plaintiff 	has 	met 	his 	burden, 	a 	court 	may 	look 	beyond
the complaint to affidavits and exhibits in order to assure itself
of personal jurisdiction.” 	Id. (citation omitted). 	“A court must
also construe all relevant pleading allegations in the light most
favorable to the plaintiff, assume credibility, and draw the most
favorable 	inferences 	for 	the 	existence 	of 	jurisdiction.” 	Id.
(citation and internal quotation marks omitted). 	With respect to
a 	motion 	to 	dismiss 	for 	lack 	of 	personal 	jurisdiction, 	“[t]he
allegations 	of 	the 	complaint, 	except 	insofar 	as 	controverted 	by
the 	defendant’s 	affidavit, 	must 	be 	taken 	as 	true.” 	Cent. 	W. 	Va.
Energy Co. v. Mountain State Carbon, LLC, No. 5:09-CV-00467, 2012
WL 1112162, at *4 (S.D.W. Va. Mar. 30, 2012) (Johnston, J.) (citing
Wolf 	v. 	Richmond 	Cty. 	Hosp. 	Auth., 	745 	F.2d 	904, 	907 	(4th 	Cir.
1984)).
III. FACTUAL BACKGROUND
IMS 	is 	a 	leading 	manufacturer 	of 	aviation 	ground 	support
equipment 	for 	a 	number 	of 	different 	entities, 	including 	BGSE.
Third 	Supp. 	Compl., 	ECF 	No. 	161, 	at 	¶ 	1. 	Bryan 	Henry 	is 	the
founder 	and 	president 	of 	IMS. 	Id. 	¶ 	2. 	He 	also 	founded 	the
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company Nova 1, which is affiliated with IMS with respect to real
estate transactions. 	Id. ¶ 3. 	Tammy Henry is an officer of IMS,
a 	contractor, 	and 	Bryan 	Henry’s 	wife. 	Id. 	¶ 	4. 	BGSE 	is 	a 	North
Carolina limited liability company. 	Id. ¶ 5. 	Bryan Bullerdick is
the 	owner 	of 	BGSE, 	and 	he 	founded 	Luckey 	for 	the 	purposes 	of
purchasing and selling real estate. 	Id. ¶¶ 6, 7.
BGSE 	has 	contracted 	with 	IMS 	since 	2017, 	and 	IMS 	was 	its
principal manufacturer for aviation ground support equipment. 	Id.
¶ 	11. 	Although 	BGSE 	represented 	that 	it 	was 	a 	company 	with
extensive 	engineering 	and 	manufacturing 	experience, 	prior 	to 	the
acquisition, 	BGSE 	depended 	entirely 	on 	third-party 	contractors,
including 	IMS, 	for 	engineering, 	design, 	and 	manufacturing
capabilities. 	Id. 	¶ 	12. 	Plaintiffs 	assert 	that 	BGSE 	had
established 	a 	pattern 	of 	using 	other 	entities’ 	engineering,
design, 	or 	manufacturing 	resources 	and 	then 	reselling 	or
distributing such products as its own. 	Id. ¶ 13.
BGSE 	purchased 	and 	owned 	property 	in 	Morgantown, 	West
Virginia; 	leased 	and 	operated 	a 	manufacturing 	facility 	in
Monongalia 	County, 	West 	Virginia; 	and 	did 	business 	in 	West
Virginia. 	Id. 	¶ 	14. 	Plaintiffs 	assert 	that 	in 	or 	around 	2019,
BGSE came under increasing pressure to demonstrate that it was the
true 	manufacturer 	of 	products 	and 	that 	it 	had 	manufacturing
facilities 	and 	capabilities. 	Id. 	¶ 	15. 	Plaintiffs 	assert 	that
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BGSE and “the Bullerdicks” formulated a scheme whereby BGSE would
purchase 	the 	manufacturing 	division 	of 	IMS 	for 	aviation 	ground
support equipment, including, but not limited to, IMS’s equipment
and 	employees, 	so 	that 	it 	could 	represent 	and 	demonstrate 	to
customers that it was the true manufacturer of its aviation ground
support 	equipment. 	Id. 	¶ 	17. 	Plaintiffs 	assert 	that 	BGSE 	and
“the Bullerdicks” then made such a purchase proposal to IMS. 	Id.
¶ 18.
In 	response 	to 	the 	proposal, 	Bryan 	Henry 	insisted 	that 	BGSE
(1) 	purchase 	certain 	IMS 	equipment, 	(2) 	hire 	IMS 	employees 	at
certain 	hourly 	rates, 	(3) 	rent 	certain 	equipment 	at 	IMS’s
Morgantown 	facility, 	and 	(4) 	hire 	him 	as 	the 	General 	Manager 	of
the new manufacturing division for BGSE at a salary of $100,000.00
per year and for a guaranteed five-year period. 	Id. ¶ 19. 	On May
18, 2020, the parties reached an agreement. 	Id. ¶ 20. 	BGSE agreed
to 	purchase 	certain 	IMS 	assets 	for 	$193,000.00. 	Id. 	¶ 	21. 	BGSE
also agreed to hire all IMS employees and to lease a powder coating
facility 	from 	Nova 	1. 	Id. 	¶¶ 	22, 	23. 	BGSE 	agreed 	to 	hire 	Bryan
Henry as General Manager of the manufacturing division of BGSE for
a guaranteed five-year term, with a base salary of $80,000.00 per
year 	and 	a 	guaranteed 	annual 	bonus 	of 	$20,000.00 	per 	year, 	along
with benefits plans and a commission/bonus plan. 	Id. ¶ 24. 	BGSE
agreed 	that 	Bryan 	Henry 	could 	continue 	to 	operate 	IMS 	and 	that
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“any 	such 	work, 	invention 	or 	intellectual 	property 	developed
solely by IMS [would] remain the sole property of IMS.” 	Id. ¶ 25.
BGSE 	agreed 	to 	purchase 	certain 	real 	property 	of 	Nova 	1
through 	Luckey, 	which 	was 	intended 	to 	be 	the 	new 	site 	of 	BGSE’s
manufacturing 	division. 	Id. 	¶ 	26. 	As 	part 	of 	that 	sale, 	Luckey
agreed to extend, at its sole cost and expense, certain utilities
and stormwater lines to a mutually agreeable location. 	Id. ¶ 27.
Plaintiffs 	assert 	that 	despite 	the 	promises 	made, 	BGSE, 	Luckey,
Bryan Bullerdick, and Ashley Bullerdick did not have the resources
to 	comply 	with 	their 	obligations. 	Id. 	¶ 	29. 	Plaintiffs 	assert
that 	“they” 	did 	not 	timely 	pay 	for 	IMS 	equipment; 	failed 	to 	pay
salary and bonuses owed to Bryan Henry; unilaterally attempted to
change Bryan Henry’s duties and responsibilities; terminated Bryan
Henry’s 	employment 	with 	BGSE 	in 	bad 	faith; 	made 	defamatory
statements 	concerning 	Bryan 	Henry 	and 	IMS 	to 	third 	parties 	in 	an
attempt 	to 	damage 	their 	character, 	reputation, 	and 	business
relations; failed to pay Tammy Henry $5,000.00 for the use of her
Contractor’s License; misappropriated the intellectual property of
IMS and Bryan Henry without compensation; failed to perform agreed-
to 	utility 	extensions; 	failed 	to 	pay 	rents 	due 	and 	owing 	for 	the
powder 	coating 	equipment; 	converted 	personal 	property 	of 	Bryan
Henry and IMS; failed to pay for various equipment rentals; failed
to return certain software developed, designed, and owned by Bryan
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Henry 	and/or 	IMS; 	failed 	to 	return 	license 	to 	IMS 	and/or 	Bryan
Henry 	for 	3-D 	SOLID 	WORKS 	software 	that 	IMS 	purchased 	for 	and 	at
the request of BGSE; sold certain equipment obtained from IMS and
personally 	profited; 	took 	excessive 	fees, 	salaries, 	and
compensation that depleted the cash flow of BGSE; continued their
practices 	of 	not 	timely 	paying 	vendors 	and 	creditors; 	misstated
the 	financial 	condition 	of 	BGSE; 	and 	deprived 	IMS 	of 	the 	ability
to 	manufacture 	aviation 	ground 	support 	equipment 	by 	refusing 	to
compensate 	Bryan 	Henry 	as 	promised 	but 	keeping 	the 	equipment,
employees, and intellectual property of IMS. 	Id.
Plaintiffs 	assert 	that 	when 	BGSE, 	Bryan 	Bullerdick, 	and
Ashley 	Bullerdick 	formulated 	their 	fraudulent 	scheme 	to 	induce
Bryan Henry and IMS to sell the manufacturing division, they knew
that 	they 	did 	not 	have 	the 	funds 	and 	resources 	to 	fulfill 	their
obligations. 	Id. 	¶ 	31. 	Immediately 	after 	the 	acquisition, 	BGSE
failed 	to 	pay 	IMS 	for 	its 	equipment 	on 	time. 	Id. 	¶ 	32. 	In
addition, Bryan Bullerdick and BGSE had to use the good credit of
IMS 	to 	purchase 	raw 	products 	required 	for 	manufacturing 	because
vendors 	refused 	to 	extend 	credit 	to 	BGSE. 	Id. 	¶ 	33. 	When 	Bryan
Henry reported vendor complaints to Bryan Bullerdick and demanded
that 	BGSE 	and 	Bryan 	Bullerdick 	pay 	IMS 	the 	bonuses, 	commission,
and 	profits 	due, 	Bryan 	Bullerdick 	unilaterally 	changed 	the
organizational 	structure 	of 	BGSE, 	in 	violation 	of 	Bryan 	Henry’s
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employment 	agreement, 	but 	kept 	the 	equipment, 	employees, 	and
intellectual property of IMS. 	Id. ¶ 34.
Plaintiffs 	assert 	that 	Bryan 	Bullerdick 	began 	a 	pattern 	of
verbally 	abusing 	Bryan 	Henry. 	Id. 	¶ 	35. 	They 	assert 	that 	“the
Bullerdicks” 	and 	BGSE 	unilaterally 	terminated 	Bryan 	Henry’s
position 	as 	General 	Manager 	and 	terminated 	his 	five-year
employment 	agreement 	without 	cause, 	essentially 	preventing 	IMS
from 	manufacturing 	aviation 	ground 	support 	equipment. 	Id. 	¶ 	36.
Bryan 	Bullerdick 	offered 	Bryan 	Henry 	a 	new 	at-will 	position 	with
BGSE 	for 	$100,000.00, 	with 	no 	bonuses 	or 	commissions. 	Id. 	¶ 	37.
Bryan 	Henry 	pointed 	out 	that 	this 	was 	a 	direct 	violation 	of 	the
five-year employment agreement, and he offered to renegotiate the
employment agreement. 	Id. ¶ 38. 	Plaintiffs assert that BGSE and
“the Bullerdicks” refused to renegotiate. 	Id. ¶ 39.
Plaintiffs assert that Ashley Bullerdick (Bryan Bullerdick’s
wife) 	was 	directly 	and 	actively 	involved 	in 	BGSE’s 	and 	Luckey’s
unlawful actions. 	Id. ¶ 9. 	They assert that she was the founder
of 	BGSE 	and 	is 	a 	member 	of 	Luckey. 	Id. 	¶ 	8. 	Plaintiffs 	assert
that 	Ashley 	Bullerdick 	knew 	BGSE 	was 	insolvent 	when 	BGSE 	entered
into the acquisition, that she received advances and distributions
from 	BGSE 	both 	before 	and 	during 	BGSE’s 	bankruptcy, 	that 	she
received 	and 	enjoyed 	the 	benefits 	of 	the 	advances 	and
distributions, and that, along with Bryan Bullerdick, she received
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approximately 	$2.7 	million 	from 	BGSE 	without 	telling 	Plaintiffs
that BGSE was insolvent. 	Id. ¶ 9. 	Plaintiffs assert that Ashley
Bullerdick 	traveled 	to 	Morgantown, 	West 	Virginia, 	on 	behalf 	of
BGSE and Luckey, to negotiate claims of vendors. 	Id. ¶ 10.
Ashley 	Bullerdick’s 	declaration, 	which 	is 	attached 	to 	her
memorandum in support of her motion, 1 states that she is a resident
of 	North 	Carolina, 	has 	only 	visited 	West 	Virginia 	a 	few 	times 	in
her 	life, 	and 	has 	never 	visited 	West 	Virginia 	for 	the 	purpose 	of
conducting business. 	A. Bullerdick Decl., ECF No. 168-1, at ¶¶ 1-
2. 	She has never owned real property in West Virginia. 	Id. ¶ 16.
Prior 	to 	2010, 	she 	accompanied 	her 	husband 	on 	two 	or 	three
occasions 	when 	he 	traveled 	to 	West 	Virginia 	for 	work, 	at 	a 	time
when he was employed by FCX Systems. 	Id. ¶ 2. 	On or around June
1, 	2022, 	she 	and 	her 	husband 	were 	driving 	to 	Pittsburgh,
Pennsylvania, 	on 	a 	personal 	trip, 	and 	they 	stopped 	in 	Morgantown
so that he could show her the BGSE manufacturing plant. 	Id. 	She
spent 	no 	more 	than 	a 	few 	hours 	at 	the 	plant, 	mostly 	waiting 	for
him to finish his business there. 	Id. 	She did not do any work on
behalf 	of 	BGSE 	or 	Luckey 	while 	at 	the 	plant; 	she 	was 	only 	there
because her husband wanted to show her where he worked. 	Id.
1 A declaration by Bryan Bullerdick is also attached. 	See ECF No. 168-2.
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Ashley 	Bullerdick’s 	declaration 	also 	states 	that 	she 	has
never negotiated any vendor contracts on behalf of BGSE or Luckey,
in 	West 	Virginia 	or 	elsewhere. 	Id. 	¶ 	4. 	It 	states 	that 	she 	has
had 	“very 	limited 	involvement” 	with 	BGSE 	and 	Luckey, 	and 	since
2001, 	she 	has 	been 	a 	stay-at-home 	mother. 	Id. 	¶ 	6. 	Her 	husband
established 	BGSE 	in 	October 	2011, 	with 	Ashley 	as 	a 	60% 	owner 	and
his business partner Scott Dils (“Dils”) as a 40% owner. 	Id. ¶ 7.
She had no formal involvement with the management of BGSE — it was
managed by Bryan Bullerdick and Dils. 	Id.
Ashley 	transferred 	her 	ownership 	interest 	in 	BGSE 	to 	her
husband in 2015, and since then, she has not been a member of BGSE.
Id. 	¶ 	8. 	She 	has 	never 	communicated 	with 	anyone 	in 	West
Virginia on behalf of BGSE or Luckey in an official capacity. 	Id.
¶ 9. 	Bryan Bullerdick established Luckey in February 2021, and he
and 	Ashley 	Bullerdick 	each 	owned 	50% 	of 	the 	company. 	Id. 	¶ 	10.
Bryan Bullerdick was, and is, the manager of Luckey. 	Id. 	Ashley
Bullerdick 	transferred 	her 	ownership 	in 	Luckey 	to 	her 	husband 	at
some 	point 	in 	2023. 	Id. 	She 	avers 	that 	she 	never 	had 	any
involvement 	with 	Luckey’s 	business 	beyond 	being 	a 	passive 	owner
for 	that 	short 	period. 	Id. 	She 	is 	not 	involved 	in 	managing 	the
ongoing manufacturing business at Luckey. 	Id. ¶ 11. 	She was not
involved 	in 	the 	negotiation, 	execution, 	or 	implementation 	of 	the
agreements at issue in this case. 	Id. ¶ 13. 	She did not know of
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the 	agreements 	when 	they 	were 	executed 	or 	the 	circumstances
surrounding 	them. 	Id. 	Ashley 	Bullerdick 	has 	never 	met 	or
communicated with Bryan Henry, Tammy Henry, or, to her knowledge,
any 	employee 	of 	IMS. 	Id. 	¶ 	14. 	She 	was 	not 	involved 	in 	any
decisions regarding Bryan Henry’s employment at BGSE. 	Id. ¶ 15.
IV. 	DISCUSSION
Ashley 	Bullerdick 	moves 	to 	dismiss 	the 	third 	supplemental
complaint 	pursuant 	to 	Rules 	12(b)(1), 	12(b)(2), 	and 	12(b)(6) 	of
the 	Federal 	Rules 	of 	Civil 	Procedure. 	For 	the 	reasons 	discussed
below, the Court finds that the Court lacks personal jurisdiction
over the claims against her.
“To 	establish 	personal 	jurisdiction, 	a 	plaintiff 	must 	show
that 	‘the 	defendant’s 	actions 	satisfy 	West 	Virginia’s 	personal
jurisdiction 	statutes’ 	and 	that 	the 	exercise 	of 	jurisdiction 	is
consistent with ‘federal due process.’” 	State ex rel. Third-Party
Defendant Health Plans v. Nines, 852 S.E.2d 251, 259 (W. Va. 2020)
(internal 	punctuation 	omitted) 	(quoting 	Nezan 	v. 	Aries 	Techs.,
Inc., 	704 	S.E.2d 	631, 	637 	(W. 	Va. 	2010)). 	In 	West 	Virginia, 	the
two questions merge:
Because the West Virginia long-arm statute is
coextensive 	with 	the 	full 	reach 	of 	due
process, . . . it 	is 	unnecessary . . . to 	go
through 	the 	normal 	two-step 	formula 	for
determining 	the 	existence 	of 	personal
jurisdiction. . . . 	Rather, 	the 	statutory
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inquiry 	necessarily 	merges 	with 	the
Constitutional inquiry.
In re Celotex Corp., 124 F.3d 619, 627-28 (4th Cir. 1997) (internal
citations 	omitted). 	To 	satisfy 	constitutional 	due 	process, 	“a
foreign corporation must have such minimum contacts with the state
of 	the 	forum 	that 	the 	maintenance 	of 	an 	action 	in 	the 	forum 	does
not 	offend 	traditional 	notions 	of 	fair 	play 	and 	substantial
justice.”’ 	Syl. Pt. 6, State ex rel. Bell Atlantic-West Virginia,
Inc. v. Ranson, 497 S.E.2d 755 (W. Va. 1997) (citations omitted).
There 	are 	two 	kinds 	of 	personal 	jurisdiction: 	(1) 	“general” 	or
“all-purpose” 	jurisdiction, 	and 	(2) 	“specific” 	or 	“case-linked”
jurisdiction. 	See Ford Motor Co. v. Mont. Eighth Jud. Dist. Ct.,
592 	U.S. 	351, 	358 	(2021). 	This 	Court 	lacks 	both 	general 	and
specific jurisdiction over the claims against Ashley Bullerdick.
A. 	General Jurisdiction
The 	exercise 	of 	general 	jurisdiction 	over 	a 	defendant
requires 	contacts 	between 	the 	defendant 	and 	the 	forum 	state 	that
are so “‘continuous and systematic’ as to render them essentially
at home in the forum State.” 	Goodyear v. Dunlop Tires Operations,
S.A. v. Brown, 564 U.S. 915, 919 (2011) (citing Int’l Shoe Co. v.
State 	of 	Wash., 	Off. 	of 	Unemployment 	Comp. 	& 	Placement, 	326 	U.S.
310, 	317 	(1945)). 	Here, 	nothing 	before 	the 	Court 	indicates 	that
Ashley 	Bullerdick’s 	contacts 	with 	the 	State 	of 	West 	Virginia 	are
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so continuous and systematic as to render them essentially at home
here. 	Accordingly, general jurisdiction does not exist.
B. 	Specific Jurisdiction
To determine whether specific jurisdiction exists, the Court
examines 	“(1) 	the 	extent 	to 	which 	the 	defendant 	purposefully
availed 	itself 	of 	the 	privilege 	of 	conducting 	activities 	in 	the
State; 	(2) 	whether 	the 	plaintiffs’ 	claims 	arise 	out 	of 	those
activities directed at the State; and (3) whether the exercise of
personal 	jurisdiction 	would 	be 	constitutionally 	reasonable.”
Mitrano 	v. 	Hawes, 	377 	F.3d 	402, 	407 	(4th 	Cir. 	2004) 	(citation
omitted). 	Here, 	the 	Court 	finds 	that 	these 	requirements 	are 	not
satisfied. 	With 	respect 	to 	the 	first 	prong, 	the 	relationship
between 	the 	defendant 	and 	the 	forum 	“must 	arise 	out 	of 	contacts
that 	the 	defendant 	[her]self 	creates” 	with 	the 	forum. 	Clarke 	v.
Tango Networks, Inc., Case No. 2:21-cv-00546, 2021 WL 6095328, at
*7 	(S.D.W. 	Va. 	Dec. 	23, 	2021) 	(Johnston, 	J.) 	(citations 	and
internal quotation marks omitted).
Plaintiffs 	state 	that 	they 	are 	proceeding 	against 	Ashley
Bullerdick 	under 	the 	theory 	of 	conspiracy 	jurisdiction. 	By
asserting 	conspiracy 	jurisdiction, 	Plaintiffs 	are 	effectively
conceding that Ashley Bullerdick does not have sufficient contacts
with 	the 	State 	of 	West 	Virginia 	on 	her 	own. 	To 	establish
conspiracy jurisdiction over a nonresident defendant, a plaintiff
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must 	make 	plausibly 	claim 	the 	following: 	“(1) 	that 	a 	conspiracy
existed; (2) the . . . defendant[] participated in the conspiracy;
and 	(3) 	a 	coconspirator’s 	activities 	in 	furtherance 	of 	the
conspiracy 	had 	sufficient 	contacts 	with 	[the 	forum 	State] 	to
subject 	that 	conspirator 	to 	jurisdiction 	in 	[the 	forum 	State].”
Unspam Techs., Inc. v. Chernuk, 716 F.3d 322, 329 (4th Cir. 2013)
(citations 	omitted). 	To 	satisfy 	these 	requirements, 	plaintiffs
must 	plead 	the 	conspiracy 	with 	particularity. 	Id. 	(citation
omitted). 	Plaintiffs 	cannot 	base 	a 	“theory 	of 	jurisdiction 	in
only 	supposition 	and 	speculation 	about 	a 	conspiracy[.]” 	Id. 	at
324.
Here, 	the 	Court 	finds 	that 	Plaintiffs 	have 	not 	alleged 	with
sufficient particularity that Ashley Bullerdick participated in a
conspiracy. 	First, 	Plaintiffs 	assert 	that 	they 	have 	pled 	that
Ashley Bullerdick and her co-defendants withheld information about
BGSE’s 	insolvency 	from 	Plaintiffs 	during 	the 	negotiation 	of 	the
acquisition and further misappropriated BGSE’s funds for personal
enrichment, to the detriment of Plaintiffs’ business, reputations,
and financial standings. 	The Court rejects this argument because,
based 	on 	the 	uncontradicted 	affidavit, 	Ashley 	Bullerdick 	was 	not
involved 	in 	the 	negotiations. 	A. 	Bullerdick 	Decl., 	ECF 	No. 	168-
1, 	at 	¶ 	13. 	Accordingly, 	she 	would 	have 	no 	duty 	to 	disclose 	any
information to Plaintiffs.
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Second 	and 	third, 	Plaintiffs 	argue 	that 	Ashley’s
participation 	in 	the 	conspiracy 	is 	evidenced 	by 	(1) 	Bryan
Bullerdick’s 	sworn 	statements 	on 	February 	15, 	2023, 	that 	she 	was
“general 	counsel 	to 	the 	direction 	of 	the 	company,” 	the 	company’s
“business manager,” and “more active now than she’s ever been” in
the management of BGSE, along with (2) the fact that Ashley founded
BGSE 	and 	was 	a 	member 	of 	Luckey. 	These 	facts, 	even 	if 	true, 	are
not enough to show that she participated in a conspiracy. 	In HSBC
Bank USA, National Association v. Resh, the district court wrote,
“[T]hat 	multiple 	parties 	contributed 	to 	the 	appraisals 	and 	other
financial 	documents, 	which 	allegedly 	contain 	false 	information,
does 	not 	mean 	that 	those 	parties 	colluded 	to 	provide 	false
information 	for 	the 	purpose 	of 	defrauding 	buyers.” 	No. 	3:12-cv-
00668, 2015 WL 4772524, at *9 (S.D.W. Va. Aug. 12, 2015) (Chambers,
J.). 	Similarly, 	here, 	Ashley 	Bullerdick’s 	alleged 	role 	in
providing business advice to BGSE in 2023, and her mere status as
a 	member 	of 	Luckey 	or 	previous 	member 	of 	BGSE, 	cannot 	lead 	to 	a
reasonable inference that she colluded to defraud Plaintiffs in a
2020 transaction.
Fourth, 	Plaintiffs 	assert 	that 	they 	have 	pled 	that 	Ashley
Bullerdick 	participated 	in 	the 	conspiracy 	by 	receiving
approximately 	$2.7 	million 	over 	a 	two-year 	period. 	Mere 	receipt
of 	payments, 	however, 	is 	insufficient 	to 	show 	participation 	in 	a
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conspiracy. 	See Unspam, 716 F.3d at 330 (holding that receipt of
allegedly 	fraudulent 	payments 	“amounts 	to 	no 	more 	than 	a 	bare
allegation 	or 	logical 	possibility” 	of 	a 	conspiracy 	and 	does 	“not
satisfy 	the 	requirements 	for 	establishing 	a 	conspiracy 	theory 	of
personal jurisdiction”).
Fifth and finally, Plaintiffs assert that Ashley participated
in 	the 	conspiracy 	by 	traveling 	to 	West 	Virginia 	with 	her 	husband
to negotiate with vendors on behalf of BGSE. 	Ashley Bullerdick’s
declaration 	directly 	contradicts 	this 	assertion. 	See 	A.
Bullerdick Decl., ECF No. 168-1, at ¶ 4 (“I have never negotiated
any vendor contracts on behalf of BGSE or Luckey (whether in West
Virginia or otherwise).”).
In Lolavar v. de Santibanes, the defendant raising a personal
jurisdiction 	defense 	filed 	an 	affidavit 	stating, 	among 	other
things, 	that 	he 	never 	worked 	in 	Virginia, 	was 	not 	a 	party 	to 	a
contract 	with 	the 	plaintiffs, 	never 	communicated 	with 	the
plaintiffs except on one social occasion in a different state, and
never owned property in Virginia. 	430 F.3d 221, 226 n.4 (4th Cir.
2005). 	The United States Court of Appeals for the Fourth Circuit
noted that the plaintiffs had not filed a counter-affidavit, that
defendant’s “affidavit stands uncontradicted,” and that “[n]othing
which 	is 	before 	the 	Court 	provides 	any 	basis 	for 	a 	finding 	of
personal jurisdiction under a conspiracy theory over [defendant],
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beyond 	the 	mere 	allegation 	of 	a 	conspiracy.” 	Id. 	at 	229.
Similarly, 	here, 	Ashley 	Bullerdick 	has 	filed 	a 	sworn 	declaration
that 	she 	has 	never 	met 	Plaintiffs, 	was 	not 	involved 	with 	the
transactions 	at 	issue, 	and 	has 	never 	transacted 	any 	business 	in
West Virginia on behalf of BGSE or Luckey. 	Plaintiffs have offered
no 	counter-declarations, 	and 	Ashley 	Bullerdick’s 	declaration
stands 	uncontradicted. 	Overall, 	Plaintiffs 	have 	not 	pled 	with
sufficiently particularity that Ashley Bullerdick participated in
a 	conspiracy. 	Because 	the 	purposeful 	availment 	prong 	is 	not
satisfied, 	the 	Court 	need 	not 	assess 	the 	second 	and 	third 	prongs
of 	the 	specific 	jurisdiction 	analysis. 	The 	Court 	lacks 	personal
jurisdiction over the claims against Ashley Bullerdick.
V. 	CONCLUSION
For 	the 	reasons 	discussed 	above, 	the 	Court 	lacks 	personal
jurisdiction 	over 	the 	claims 	against 	Ashley 	Bullerdick, 	and 	her
motion 	to 	dismiss 	is 	GRANTED 	[ECF 	No. 	167]. 	The 	claims 	against
Ashley Bullerdick are hereby DISMISSED, and she is to be TERMINATED
as a defendant in this matter.
It is so ORDERED.
The 	Clerk 	is 	directed 	to 	transmit 	copies 	of 	this 	Memorandum
Opinion and Order to counsel of record.
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DATED: March 31, 2026
____________________________
THOMAS S. KLEEH, CHIEF JUDGE
NORTHERN DISTRICT OF WEST VIRGINIA
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