Leonite Fund I, LP v. Hawaii Brewery Development Co., Inc. et al

IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLORADO
Civil Action No. 25-cv-01371-STV
LEONITE FUND I, LP,
Plaintiff,
v.
HAWAII BREWERY DEVELOPMENT CO., INC.;
WAIAKEA BOTTLING INC.;
WAIAKEA INC; and
MARCUS I BENDER,
Defendants.
______________________________________________________________________
ORDER
______________________________________________________________________
Entered by Chief Magistrate Judge Scott T. Varholak
This matter is before the Court on Defendants Waiakea Bottling Inc.’s and Waiakea
Inc.’s Motion to Dismiss Plaintiffs’ First Amended Complaint for Lack of Personal
Jurisdiction (the “Waiakea Motion to Dismiss”) [#14] and Defendants Hawaii Brewery
Development Co. Inc.’s and Marcus Bender’s Motion to Dismiss for Insufficient Service
of Process and Lack of Personal Jurisdiction (the “HBDC Motion to Dismiss”) [#36]
(collectively, the “Motions”). The Motions are before the Court on the Parties’ consent to
have a United States magistrate judge conduct all proceedings in this action and to order
the entry of final judgment. [##42, 46] This Court has carefully considered the Motions
and related briefing, the entire case file, and the applicable case law, and has determined
that neither oral argument nor an evidentiary hearing would materially assist in the
disposition of the Motions. For the following reasons, the Motions are GRANTED.
Case No. 1:25-cv-01371-STV Document 57 filed 01/07/26 USDC Colorado pg 1
of 23

2
I. 	FACTUAL BACKGROUND1
Plaintiff Leonite Fund I, L.P. alleges that Defendants Hawaii Brewery Development
Co. Inc. (“HBDC”), HBDC’s principal Marcus I. Bender (“Bender”), and Waiakea Bottling
Inc. and Waiakea Inc. (collectively, “Waiakea”) unlawfully interfered with Plaintiff’s ability
to collect a debt owed by Hawaiian Springs LLC (“HSLLC”) and HSW Holding Corporation
(“HSW”) (collectively, the “Borrowers”). 	[#1 at ¶¶ 1-7] 	The Borrowers’ water-bottling
business is subject to a court-ordered receivership estate administered by Receiver
Robert L. Stevens pursuant to an order entered in a related action in this District. Leonite
Fund 	I, 	LP 	v. 	Hawaiian 	Springs, 	LLC, 	et. 	al, 	No. 	1:24-cv-00149-NYW-STV 	(the
“Underlying Receivership Action”). Plaintiff alleges that Defendants’ conduct at issue in
the instant action was aimed at disrupting the receivership and harming Plaintiff’s debt-
collection rights. [#1 at ¶¶ 1-7]
According to the Complaint, HSLLC-HSW’s right to occupy and operate from the
bottling premises derives from a long-term lease relationship with HBDC. 	[Id. at ¶¶ 21-
30] On or around November 20, 2006, HSLLC-HSW became HBDC’s tenant through an
assignment of an original June 1, 2001 lease between HBDC and Hawaiian Natural Water
Company Inc. (“HNWC”). [Id. at ¶ 21] Defendant Bender signed the original 2001 lease
in his capacity as President of both the lessor (HBDC) and the lessee (HNWC). [Id.] The
lease term runs through September 30, 2044, with an option to extend through September
30, 2094, and HBDC promised HSLLC-HSW quiet enjoyment of the premises. [Id. at ¶¶
1 The facts are drawn from the allegations in Plaintiff’s Complaint (the “Complaint”) [#1],
which for purposes of Defendants’ Rule 12(b)(2) challenge, the Court accepts as true to
the extent they are uncontroverted by Defendants’ affidavits. 	Wenz v. Memery Crystal,
55 F.3d 1503, 1505 (10th Cir. 1995).
Case No. 1:25-cv-01371-STV Document 57 filed 01/07/26 USDC Colorado pg 2
of 23

3
22-23] 	The lease, which contains a mandatory arbitration provision, permits HBDC to
extract water from the well for brewing beer or manufacturing beverages other than
natural water, but only to the extent that such extraction does not interfere with or restrict
the lessee’s business. 	[Id. at ¶¶ 24-25] 	The leased property consists of approximately
seven acres at 16-305 Volcano Road, Kea’au, Hawaii, including improvements such as
a commercial water bottling plant, a water well, pumping equipment, and related
infrastructure used for onsite bottling operations. [Id. at ¶¶ 27-28] In 2023, the landlord-
tenant relationship became the subject of eviction and breach-of-contract proceedings
initiated by HBDC in Hawaii state court. [Id. at ¶¶ 29-30]
Prior to those eviction proceedings, however, in September 2022, Plaintiff entered
into a secured lending relationship with HSLLC and HSW. [Id. at ¶¶ 31-35] Specifically,
the Complaint alleges that on September 28, 2022, Plaintiff loaned funds to HSLLC and
HSW under a senior secured promissory note in the principal amount of $1,578,947.37
(purchase price $1,500,000), disbursed in tranches including an initial $650,000 payment,
with $400,000 designated for inventory and working capital. 	[Id. at ¶¶ 32-33] 	Plaintiff
further alleges that the promissory note entitled Plaintiff to the appointment of a receiver
upon default, and that HSLLC and HSW contemporaneously executed a pledge and
security agreement granting Plaintiff a security interest in collateral. [Id. at ¶¶ 34-35] The
promissory note was amended on March 20, 2023. 	[Id. at ¶ 36] 	Either before or after
that amendment, but at some point after the Hawaii eviction proceedings began, Plaintiff
advanced additional funds to HSLLC-HSW intended, among other things, to cure rent
arrears and other obligations to HBDC. [Id. at ¶ 30]
Case No. 1:25-cv-01371-STV Document 57 filed 01/07/26 USDC Colorado pg 3
of 23

4
On December 13, 2023, Plaintiff issued a notice of default advising HSLLC and
HSW that they were in default and that $2,254,323.58 was due, and that the default
entitled Plaintiff to seek appointment of a receiver as a matter of right under the
promissory note and security agreement. 	[Id. at ¶ 37] 	Plaintiff alleges that it was
concerned that if HSLLC failed to meet its obligations under the lease or otherwise,
HSLLC would lose access to its sole source of water and collapse operationally and
financially, causing substantial harm to stakeholders including Plaintiff. 	[Id. at ¶ 38]
Thereafter, on December 26, 2023, HSW, as sole manager of HSLLC, unanimously
consented to the irrevocable appointment of a receiver. [Id. at ¶ 39] And on January 1,
2024, HSLLC, HSW, and Plaintiff agreed Colorado law would govern their agreements
and that venue for disputes would lie in Colorado state and federal courts. [Id. at ¶ 40]
Thus, on January 18, 2024, Plaintiff filed the Underlying Receivership Action in this
District against HSLLC and HSW and moved under Federal Rule of Civil Procedure 66 to
appoint Robert L. Stevens as a receiver. [Id. at ¶¶ 41-42] Plaintiff alleges that it sought
a receivership, in part, because it believed HSLLC’s assets, including access to the spring
water, were at risk if the Borrowers were evicted by their landlord, and that Plaintiff also
sought to stay the Hawaii eviction litigation. 	[Id. at ¶ 43] 	On February 1, 2024, United
States District Judge Nina Y. Wang granted the motion and appointed Stevens as
Receiver, finding the Borrowers were in danger of “waste, eviction, loss, and further
litigation,” thereby staying proceedings against HSLLC and HSW including the Hawaii
eviction litigation. [Id. at ¶ 44] The Complaint alleges that at the time of the appointment,
HSLLC was faltering and behind on numerous obligations, and that the Receiver sought
Case No. 1:25-cv-01371-STV Document 57 filed 01/07/26 USDC Colorado pg 4
of 23

5
to restore power to the facility and resume bottling operations to maximize estate value
and position the Borrowers for an acquisition. [Id. at ¶¶ 45-46]
According to the Complaint, beginning in April 2024, Defendants interfered with
the receivership and the bottling operation. [Id. at ¶¶ 47-60] The Complaint alleges that
on April 21, 2024, the Receiver traveled to Hawaii and met with plant manager Ken
Tokuda, and on April 22, 2024, the Receiver conducted a site visit and spoke with
Defendant Bender. [Id. at ¶¶ 47-48] Plaintiff alleges that during the site visit the Receiver
hired a locksmith to change the locks, and that two individuals identified as Waiakea
employees approached the locksmith in a threatening and intimidating manner. [Id. at ¶¶
49-50] Plaintiff alleges that one of those individuals called Defendant Bender during the
lock change after the Receiver produced the Receivership Order, and that after the
Receiver produced a spare key for the landlord he was instructed to provide it to the
landlord’s employee. [Id. at ¶¶ 51-52] According to the Complaint, the Receiver reported
that HBDC was difficult to work with despite rent being paid since December 2023, and
that HBDC asserted a technical lease default tied to a royalty arrangement and a power
purchase agreement. [Id. at ¶¶ 54-55]
The Complaint alleges that around the same time, HBDC installed a “T-joint” at the
well site to redirect water flow to itself without explanation. [Id. at ¶ 56] Because HBDC
failed to explain the purpose of the T-joint, plant management filed a police report. [Id. at
¶ 58] 	Ultimately, because the T-joint raised concerns with the Hawaii Department of
Health, it was removed. 	[Id.] 	After the incident, management secured the property by
chaining gates and installing at least eighteen security cameras. [Id. at ¶ 60]
Case No. 1:25-cv-01371-STV Document 57 filed 01/07/26 USDC Colorado pg 5
of 23

6
Plaintiff alleges that although the lease permitted limited HBDC extraction for non-
water beverages, HBDC’s extraction was limited to non-interference with the lessee’s
business. [Id. at ¶ 57] Moreover, the lease required metering and pro rata payments for
utilities, maintenance, repair, and replacement costs based on gallonage pumped. [Id. at
¶ 59] The Complaint alleges that HBDC failed to meet these payment obligations. [Id.]
According to the Complaint, after HBDC intervened in the Underlying Receivership
Action, HBDC continued to press for termination of the receivership and otherwise
impeded the Receiver’s work. 	[Id. at ¶¶ 61-75] 	HBDC moved to intervene on April 26,
2024, disputing Plaintiff’s security interest in the lease and asserting counterclaims and
crossclaims seeking, among other relief, declaratory and injunctive relief and claims tied
to HSLLC’s grant of a security interest. [Id. at ¶¶ 61-62] After intervention was allowed
on May 23, 2024, HBDC continued to advocate aggressively for termination of the
receivership despite the Receiver’s restart of plant operations in June 2024 and the
bringing current of lease obligations. [Id. at ¶ 63] In the Underlying Receivership Action,
the Receiver maintained that HBDC benefited from the receivership by accepting rent
payments and insisting that the Receiver restore power and protect the property, while
simultaneously 	creating 	expense 	through 	adversarial 	filings 	and 	seeking 	to 	take
receivership assets for itself. 	[Id. at ¶¶ 64-67] 	The Receiver subsequently reported
operational progress with Plaintiff’s financial backing and anticipated positive cash flow
by the end of 2024 or early 2025, while HBDC reserved challenges to interim fees and
objected to Plaintiff funding operations. 	[Id. at ¶¶ 71-75] Plaintiff alleges that because
Plaintiff sought the receivership pursuant to express loan-document rights, Defendants’
Case No. 1:25-cv-01371-STV Document 57 filed 01/07/26 USDC Colorado pg 6
of 23

7
ongoing conduct interfered with Plaintiff’s contractual rights to collect on its loan. [Id. at ¶
68]
Finally, Plaintiff alleges Defendants escalated interference through false regulatory
complaints to the Hawaii Department of Health in September 2024, culminating in a
shutdown order halting bottling operations on October 3, 2024. 	[Id. at ¶¶ 76-107] 	The
Receiver has reported that HBDC instructed its Hawaii counsel to send a letter to
regulators containing false statements about operations and that HBDC issued a notice
on September 13, 2024 asserting health and safety concerns based on information from
an “independent contractor.” [Id. at ¶¶ 76-79] According to the Complaint, the purported
contractor was actually an employee of Waiakea, a competitor of HSLLC-HSW, and that
the “inspection” relied on an April 2024 report predating the Receiver’s substantive work
and predating state approval to resume operations obtained around June 2024. 	[Id. at
¶¶ 80, 83-84, 86-88] 	Plaintiff alleges that in a September 27, 2024 letter to the
Department 	of 	Health, 	authorized 	by 	Defendant 	Bender, 	HBDC 	repeated
misrepresentations 	about 	unsanitary 	conditions 	and 	again 	attributed 	them 	to 	an
“independent contractor” whom Plaintiff maintains was the same Waiakea employee
discussed earlier. 	[Id. at ¶¶ 88-93] 	Plaintiff further alleges that the Receiver did not
authorize competitor inspections and was troubled that the inspection report was
prepared by a competing company’s employee who was not licensed and was motivated
to injure the Borrowers. 	[Id. at ¶¶ 94-97] 	According to the Complaint, the false reports
caused the Department of Health to order HSLLC-HSW to cease bottling activities on
October 3, 2024 pending a new inspection and 50-state water purity testing, forcing at
least a four-week production halt. 	[Id. at ¶¶ 100-103] 	Plaintiff alleges the shutdown
Case No. 1:25-cv-01371-STV Document 57 filed 01/07/26 USDC Colorado pg 7
of 23

8
caused Plaintiff harm because it had advanced significant capital to fund operations, and
the Receiver warned that the path to positive cash flow would take longer if landlord
interference continued, while also reporting that the landlord’s owner was unwilling to stop
interfering despite the Receivership Order. [Id. at ¶¶ 105-107]
Plaintiff initiated this action on May 1, 2025. [#1] The Complaint asserts six causes
of action: (1) intentional interference with business or contractual relations against all
Defendants [id. at ¶¶ 109-120]; (2) civil conspiracy against all Defendants [id. at ¶¶ 121-
133]; (3) commercial disparagement against all Defendants [id. at ¶¶ 134-141]; (4) tortious
interference with prospective economic advantage against all Defendants [id. at ¶¶ 142-
149]; (5) violation of the Colorado Consumer Protection Act against all Defendants [id. at
¶¶ 150-158]; and (6) unfair methods of competition under Haw. Rev. Stat. § 480-2 against
all Defendants [id. at ¶¶ 159-165]. 	On July 14, 2025, the Waiakea Defendants filed the
Waiakea Motion to Dismiss, arguing that this Court lacks personal jurisdiction over them.
[#14] 	Plaintiff has responded to the Waiakea Motion to Dismiss [#22] and the Waiakea
Defendants have replied [#24]. 	On October 7, 2025, the HBDC Defendants filed the
HBDC Motion to Dismiss which argues insufficient service of process and lack of personal
jurisdiction. [#36] Plaintiff responded to the HBDC Motion to Dismiss [#49] and the HBDC
Defendants have replied [#51].2
2 In their Reply, the HBDC Defendants withdrew their argument for insufficient service of
process. [#51 at 1] The Court therefore addresses only lack of personal jurisdiction.
Case No. 1:25-cv-01371-STV Document 57 filed 01/07/26 USDC Colorado pg 8
of 23

9
II. 	STANDARD OF REVIEW
A. Federal Rule of Civil Procedure 12(b)(2)
Federal Rule of Civil Procedure 12(b)(2) permits a party to move to dismiss alleged
claims against them for lack of personal jurisdiction. “Where the court’s jurisdiction is
contested, the plaintiff has the burden of proving jurisdiction exists.” AST Sports Sci., Inc.
v. CLF Distribution Ltd., 514 F.3d 1054, 1056 (10th Cir. 2008). “The district court is given
discretion in determining the procedure to employ in considering a motion to dismiss for
lack of jurisdiction. 	Facts regarding jurisdictional questions may be determined by
reference to affidavits, by a pretrial evidentiary hearing, or at trial.” Clear Spring Prop. &
Cas. Co. v. Arch Nemesis, LLC, No. 22-2435-DDD-TJJ, 2024 WL 3511274, at *5 (D. Kan.
July 23, 2024) (quoting Fed. Deposit Ins. Corp. v. Oaklawn Apartments, 959 F.2d 170,
174 (10th Cir. 1992) (internal quotation marks, citations, and ellipses omitted)). 	“[D]ue
process does not require an oral hearing, and a district court has discretion to decide a
motion to dismiss without one.” 	Id. (quoting Frischenmeyer v. Werholtz, 459 F. App'x
759, 761 (10th Cir. 2012)). “Nor does Fed. R. Civ. P. 12(i) mandate an oral (evidentiary)
hearing. Rule 12(i) provides that, if a party moves, it ‘must be heard’ on a Rule 12(b)(1)–
(7) defense or Rule 12(c) motion ‘unless the court orders a deferral until trial.’” Id. (quoting
Fed. R. Civ. P. 12(i)). “But ‘[b]eing “heard” does not equate to an evidentiary hearing or
oral hearing on [the] motion.’” Id. (quoting Tracy v. Weber Cnty., No. 1:23-CV-90, 2023
WL 6916713, at *1 (D. Utah Oct. 19, 2023)); see also Greene v. WCI Holdings Corp., 136
F.3d 313, 316 (2d Cir. 1998) (“Every circuit to consider the issue has determined that the
‘hearing’ requirements of Rule 12 and Rule 56 do not mean that an oral hearing is
Case No. 1:25-cv-01371-STV Document 57 filed 01/07/26 USDC Colorado pg 9
of 23

10
necessary, but only require that a party be given the opportunity to present its views to
the court.”)).
“Where a district court considers a pre-trial motion to dismiss for lack of personal
jurisdiction without conducting an evidentiary hearing, the plaintiff need only make a prima
facie showing of personal jurisdiction to defeat the motion.” 	AST Sports Sci., Inc., 514
F.3d. at 1056-57. “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.” OMI Holdings, Inc. v. Royal Ins. Co. of Canada, 149 F.3d 1086, 1091 (10th
Cir. 1998). The Court also accepts the well-pleaded facts in the complaint “as true to the
extent they are uncontroverted by the defendant’s affidavits.” Wenz v. Memery Crystal,
55 F.3d 1503, 1505 (10th Cir. 1995) (quotation omitted). 	“If the parties present conflicting
affidavits, all factual disputes must be resolved in the plaintiff’s favor, and the plaintiff’s
prima facie showing is sufficient notwithstanding the contrary presentation by the moving
party.” 	Id. (quotation omitted). 	“In order to defeat a plaintiff’s prima facie showing of
jurisdiction, a defendant must present a compelling case demonstrating that the presence
of some other considerations would render jurisdiction unreasonable.” 	OMI Holdings,
Inc., 149 F.3d at 1091 (quotation omitted).
III. 	ANALYSIS
The Waiakea Defendants and the HBDC Defendants each move to dismiss under
Federal Rule of Civil Procedure 12(b)(2) for lack of personal jurisdiction. [##14, 36] The
Court begins by setting forth the applicable legal framework and then considers whether
it has personal jurisdiction over each Defendant.
Case No. 1:25-cv-01371-STV Document 57 filed 01/07/26 USDC Colorado pg 10
of 23

11
In a diversity case, personal jurisdiction is determined by the law of the forum state
and the requirements of due process. Dudnikov v. Chalk & Vermilion Fine Arts, Inc., 514
F.3d 1063, 1070 (10th Cir. 2008) (Federal Rule of Civil Procedure 4(k)(1)(A) “commands
the district court . . . to apply the law of the state in which the district court sits.”). 	“A
plaintiff seeking to invoke a Colorado court’s jurisdiction over a non-resident defendant
must comply with the requirements of [Colorado’s] long-arm statute and constitutional due
process.” Touchtone Grp., LLC v. Rink, 913 F. Supp. 2d 1063, 1074-75 (D. Colo. 2012)
(quoting Archangel Diamond Corp. v. Lukoil, 123 P.3d 1187, 1193 (Colo. 2005)). Because
“Colorado's long-arm statute . . . confers the maximum jurisdiction permissible consistent
with the Due Process Clause . . . the first, statutory, inquiry effectively collapses into the
second, constitutional, analysis.” 	Dudnikov, 514 F.3d at 1070. 	“Due process requires
both that the defendant ‘purposefully established minimum contacts within the forum
State’ and that the ‘assertion of personal jurisdiction would comport with fair play and
substantial justice.’” Old Republic Ins. Co. v. Cont'l Motors, Inc., 877 F.3d 895, 903 (10th
Cir. 2017) (quoting Burger King Corp. v. Rudzewicz, 471 U.S. 462, 476 (1985)).
“Depending on their relationship to the plaintiff’s cause of action, an out-of-state
defendant’s contacts with the forum state may give rise to either general (all-purpose)
jurisdiction or specific (case-linked) jurisdiction.” Id. “If a defendant is subject to specific
personal jurisdiction, the asserted cause(s) of action must arise from the specific contacts
with the forum that gave rise to jurisdiction; whereas, if a defendant is subject to general
personal jurisdiction, the asserted cause(s) of action may be unrelated to the defendant’s
contacts with the forum.” 	Carnrick v. Riekes Container Corp., No. 15-cv-01899-CMA-
KMT, 2016 WL 740998, at *2 (D. Colo. Feb. 24, 2016).
Case No. 1:25-cv-01371-STV Document 57 filed 01/07/26 USDC Colorado pg 11
of 23

12
A court obtains general personal jurisdiction “when a defendant is essentially at
home in the State.” 	Ford Motor Co. v. Mont. Eighth Judicial Dist. Court, 592 U.S. 351,
358 (2021) (quotations omitted). “With respect to a corporation the place of incorporation
and principal place of business are paradig[m] . . . bases for general jurisdiction.” Daimler
AG v. Bauman, 571 U.S. 117, 137 (2014) (quotation omitted). A corporation can also be
subject to general jurisdiction if it has “continuous and systematic general business
contacts with the forum State,” which emulate “physical presence in the state.” Monge v.
RG Petro-Mach. (Grp.) Co., 701 F.3d 598, 614 (10th Cir. 2012) (quotations omitted).
“Specific jurisdiction calls for a two-step inquiry: (a) whether the plaintiff has shown
that the defendant has minimum contacts with the forum state; and, if so, (b) whether the
defendant 	has 	presented 	a 	‘compelling 	case 	that 	the 	presence 	of 	some 	other
considerations would render jurisdiction unreasonable.’” Old Republic Ins. Co., 877 F.3d
at 904 (quoting Burger King, 471 U.S. at 476-77). 	“[T]he ‘minimum contacts’ test for
specific jurisdiction encompasses two distinct requirements: first, that the out-of-state
defendant must have ‘purposefully directed’ its activities at residents of the forum state,
and second, that the plaintiff's injuries must ‘arise out of’ defendant's forum-related
activities.” 	Shrader v. Biddinger, 633 F.3d 1235, 1239 (10th Cir. 2011) (quotation
omitted).
Plaintiff argues that Defendants engaged in tortious conduct that caused harm in
Colorado. [See generally #1] In determining specific personal jurisdiction for tort-based
actions, courts apply a “purposeful direction” test. 	Niemi v. Lasshofer, 770 F.3d 1331,
1348 (10th Cir. 2014) Under that test, the court may exercise personal jurisdiction over
a non-resident defendant where there is evidence of: “(a) an intentional action . . . that
Case No. 1:25-cv-01371-STV Document 57 filed 01/07/26 USDC Colorado pg 12
of 23

13
was (b) expressly aimed at the forum state . . . with (c) knowledge that the brunt of the
injury would be felt in the forum state.” 	Id.; see also Ullom v. Doctors Collection Serv.,
Inc., No. 17-cv-0740-WJM-STV, 2018 WL 619755, at *3 (D. Colo. Jan. 30, 2018) (“A
plaintiff must establish not only that defendants foresaw (or knew) that the effects of their
conduct would be felt in the forum state, but also that defendants undertook intentional
actions that were expressly aimed at that forum state.” (quotation omitted)). The focus of
this analysis is on “the relationship among the defendant, the forum, and the litigation,”
not the relationship between Plaintiff and Defendant. Calder v. Jones, 465 U.S. 783, 788
(1984) (quotation and emphasis omitted). As the Supreme Court has explained:
[M]ere injury to a forum resident is not a sufficient connection to the forum.
Regardless of where a plaintiff lives or works, an injury is jurisdictionally
relevant only insofar as it shows that the defendant has formed a contact
with the forum State. 	The proper question is not where the plaintiff
experienced a particular injury or effect but whether the defendant's conduct
connects him to the forum in a meaningful way.
Walden v. Fiore, 571 U.S. 277, 290 (2014) Thus, in order for Plaintiff to successfully show
that Defendants’ alleged tortious conduct creates specific personal jurisdiction, Plaintiff
must show that Defendants purposefully directed their conduct toward Colorado.
Here, the Complaint alleges that this Court has personal jurisdiction over Waiakea
because it conducts business in the State of Colorado, invoking general jurisdiction. [#1
at ¶ 18] 	The Complaint alleges that this Court has personal jurisdiction over the HBDC
Defendants because they intervened in the related Underlying Receivership Action
pending before this Court and, by asserting counterclaims and crossclaims in that action,
consented to this Court’s jurisdiction. [Id. at ¶ 17] Finally, Plaintiff alleges that both sets
of Defendants interfered with the receivership: Waiakea, a direct competitor of HSLLC
and HSW that lacked an adjacent bottling facility at its own well, allegedly had a financial
Case No. 1:25-cv-01371-STV Document 57 filed 01/07/26 USDC Colorado pg 13
of 23

14
motive to disrupt the receivership and knowingly collaborated with HBDC to interfere with
the Receiver’s administration of the estate, while HBDC, as landlord of the receivership
premises, allegedly repeatedly interfered with the Receiver’s administration despite the
Receivership 	Order 	staying 	landlord-tenant 	proceedings 	and 	prohibiting 	such
interference. [Id. at ¶¶ 2-7] The Court addresses each argument in turn.
A. 	General Personal Jurisdiction over Waiakea Defendants
Plaintiff 	alleges 	that 	this 	Court 	has 	personal 	jurisdiction 	over 	the 	Waiakea
Defendants because they “conduct business” in the State of Colorado. 	[Id. at ¶ 18] 	To
the extent Plaintiff intends this allegation to support the exercise of general personal
jurisdiction, it falls well short. 	General jurisdiction exists only where a defendant’s
affiliations with the forum state are so “continuous and systematic” as to render the
defendant essentially “at home” in the forum, typically the state of incorporation or
principal place of business. Daimler, 571 U.S. at 137-39. “Only a select ‘set of affiliations
with a forum’ will expose a defendant to such sweeping jurisdiction.” Ford Motor Co., 592
U.S. at 358 (quoting Daimler, 571 U.S. at 137). 	In only an “exceptional case” should a
court exercise general jurisdiction over a nonresident defendant. 	Daimler, 571 U.S. at
139 n.19.
The Complaint does not allege that Waiakea is incorporated in Colorado, maintains
its principal place of business here, or has contacts with Colorado approaching the
exceptional circumstances required to establish general jurisdiction outside those typical
grounds. According to Waiakea, they have “no presence, no office, and no agents in this
state.” [#14 at 4] “Though Waiakea water may be purchased in Colorado, Defendants
Case No. 1:25-cv-01371-STV Document 57 filed 01/07/26 USDC Colorado pg 14
of 23

15
conduct no direct sales to any consumers in Colorado and do not market their products
in Colorado.” [Id.]
In its Response, Plaintiff argues that Waiakea’s water is available for sale at retail
locations 	in 	Colorado 	and 	on 	its 	website 	targeting 	Colorado 	residents, 	thereby
establishing personal jurisdiction. [#22 at 3-4] With respect to the retail sales, the Tenth
Circuit has consistently held that ordinary commercial activity with forum residents does
not meet the demanding standard to establish general personal jurisdiction. See Shrader,
633 F.3d at 1243 (explaining that engaging in commerce with forum residents is not, by
itself, the type of activity that approximates physical presence for purposes of general
jurisdiction); Monge, 701 F.3d at 614-15, 620 (rejecting general jurisdiction based on
commercial contacts that fell short of rendering the defendant “essentially at home”). And
even contracts with Colorado retailers to distribute these products, without more, do not
establish the purposeful availment of minimum contacts sufficient to confer personal
jurisdiction. See Burger King, 471 U.S. at 478 (“[A]n individual’s contract with an out-of-
state party alone” does not “automatically establish sufficient minimum contacts in the
other party’s home forum.” (emphasis omitted)). 	Simply put, “something more than
merely placing a product into the stream of commerce is required to establish minimum
contacts for jurisdictional purposes.” Colo. Cas. Ins. Co. v. Fu San Mach. Co., Ltd., No.
16-cv-01244-RBJ, 2017 WL 3189879, at *7 (D. Colo. May 15, 2017) (quotation omitted);
see also Fischer v. BMW of N. Am., LLC, 376 F. Supp. 3d 1178, 1184-87 (D. Colo. 2019)
(holding that the plaintiff failed to show “something more” required for personal jurisdiction
where BMW’s vehicles were sold nationwide through independent dealers, but the plaintiff
did not allege forum-specific targeting). “Absent direction or control, the mere fact that a
Case No. 1:25-cv-01371-STV Document 57 filed 01/07/26 USDC Colorado pg 15
of 23

16
distributor sells a defendant’s product in the forum state does not support the exercise of
jurisdiction.” Fischer, 376 F. Supp. 3d at 1187 (citing J. McIntyre Mach., Ltd. v. Nicastro,
564 U.S. 873, 878 & 887 (plurality op.), 892-93 (Breyer, J., concurring) (2011)).
Accordingly, without more, the Court concludes that Waiakea’s water being sold in
locations in Colorado does not equate to an “exceptional case” and is insufficient to confer
general personal jurisdiction.3
Nor does Plaintiff’s use of an interactive website establish general personal
jurisdiction unless it facilitates substantial commercial interaction with forum residents.
See Job Store, Inc. v. Job Store of Loveland, OH., LLC, No. 15-cv-02228-PAB-KLM, 2016
WL 9735786, at *5 (D. Colo. Sept. 7, 2016) (“[M]erely posting information on the internet
does not, in itself, subject the poster to personal jurisdiction wherever that information
may be assessed.” (citing Shrader, 633 F.3d at 1244)). 	As the Tenth Circuit has made
clear, though “most courts would agree that operating a web site selling products to
residents of a state can subject the seller to general jurisdiction in the state, depending
on the nature and degree of commercial activity with the forum state[,] . . . [t]he case law
sets the bar quite high . . . denying general jurisdiction absent substantial sales.” Shrader,
633 F.3d at 1243. As a result, “[a] web site will subject a defendant to general personal
3 To the extent Plaintiff is arguing for personal jurisdiction under a “stream-of-commerce”
theory, that theory cannot support jurisdiction here because Plaintiff’s claims do not arise
from any product-related injury in the forum. 	The “stream-of-commerce” theory, if it
applies at all, is typically limited to cases in which a plaintiff’s claims arise out of injuries
caused by products placed into the forum, most commonly in product liability actions. See
World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 297-98 (1980); see also
Fischer, 376 F. Supp. 3d at 1183-85 (discussing the stream-of-commerce theory). It does
not support the exercise of general jurisdiction, nor does it supply a basis for specific
jurisdiction where, as here, the claims are unrelated to the Waiakea Defendants’ product
sales in the forum.
Case No. 1:25-cv-01371-STV Document 57 filed 01/07/26 USDC Colorado pg 16
of 23

17
jurisdiction only when the defendant has actually and deliberately used its website to
conduct commercial transactions on a sustained basis with a substantial number of
residents of the forum.” Id. (quotations and emphasis omitted).
Thus, needless to say, “[a] website, even if interactive, is insufficient to create
personal jurisdiction where that website has gone unused by residents of the forum state.”
Boopy Co. v. Luvee Products Corp., No. 04-MK-320 (OES), 2004 WL 2608265, at *5 (D.
Colo. May 25, 2004). Here, Plaintiff alleges that Waiakea offers specific sales to Colorado
consumers and cultivates recurring business relationships through subscription-based
sales, which include account management services and recurring scheduled deliveries.
[#22 at 7] 	But Plaintiff neither alleges nor offers evidence that Colorado residents have
specifically interacted with Waiakea’s website. 	Rather, through a series of exhibits,
Plaintiff provides population information for the cities in which Waiakea’s products are
sold [id. at 20-47, 51-61, 66, 70]; location information for the stores in which Waiakea’s
products are sold [id. at 49, 63, 72]; and a mock purchase order showing that a Colorado
resident could order Waiakea products from its website [id. at 75].4 But Plaintiff has failed
to show that Defendant’s website was actually accessed by Colorado residents. 	As a
result, the Court cannot find general personal jurisdiction on that basis.
In short, Plaintiff has failed to demonstrate that the Waiakea Defendants’ are
subject to general jurisdiction in Colorado. 	It is likely that some—though the Court has
no idea how many—of the Waiakea Defendants’ products have been purchased by
4 The Court notes that a Colorado resident ordering from a Hawaii-based company online
for a delivery is not, in and of itself, sufficient to confer general personal jurisdiction.
Shrader, 633 F.3d at 1243 (“engaging in commerce with residents of the forum state is
not in and of itself the kind of activity that approximates physical presence within the
state's borders” (quotations omitted)).
Case No. 1:25-cv-01371-STV Document 57 filed 01/07/26 USDC Colorado pg 17
of 23

18
Colorado residents. 	But Plaintiff has not demonstrated that the Waiakea Defendants
have engaged in continuous and systematic contact with Colorado such that they are
essentially “at home” in Colorado. 	Accordingly, the Court does not have general
jurisdiction over the Waiakea Defendants.
B. 	Personal Jurisdiction over HBDC for Underlying Receivership Action
Next, Plaintiff alleges that this Court has personal jurisdiction over the HBDC
Defendants because they intervened in the Underlying Receivership Action pending in
this District and asserted claims in that proceeding. 	[#1 ¶ 17] 	That allegation, without
more, is insufficient to establish personal jurisdiction in this separate action. 	A party’s
voluntary participation in one lawsuit does not constitute blanket consent to personal
jurisdiction for all future or collateral actions. See, e.g., Klinghoffer v. S.N.C. Achille Lauro
Ed Altri-Gestione Motonave Achille Lauro in Amministrazione Straordinaria, 937 F.2d 44,
50 n. 5 (2d Cir. 1991) (holding that participation in a separate lawsuit in the forum state
would not establish general jurisdiction); Creative Photographers, Inc. v. Grupo Televisa,
S.A.B., 763 F. Supp. 3d 618, 640 (S.D.N.Y. 2025) (same); 1730 Operating, LLC v.
Cincinnati Ins. Co., No. CIV-22-308-J, 2022 WL 22870531, at *2 (W.D. Okla. Sept. 7,
2022) (same); Wells Fargo Bank NA v. Wyo. Tech Inv. Grp. LLC, 385 F. Supp. 3d 863,
876 (D. Ariz. 2019) (same); Wyles v. Sussman, No. 17-cv-01868-RBJ, 2018 WL 3348884,
at *4 (D. Colo. July 9, 2018) (same).
Plaintiff nonetheless argues that the Court has specific jurisdiction pursuant to a
theory of jurisdiction-by-intervention. 	[#49 at 10] 	As a sister court in this Circuit has
explained, “[t]he policy underpinning the theory of jurisdiction-by-intervention stems from
preventing an unjust asymmetry that would allow an intervenor to enjoy the full benefits
Case No. 1:25-cv-01371-STV Document 57 filed 01/07/26 USDC Colorado pg 18
of 23

19
of access to a state court’s qua plaintiff, while retaining immunity from the court’s authority
qua defendant in respect to claims asserted by the very party it was suing.” Charlampous
through Charlampous v. Lee, No. CIV-23-499-R, 2024 WL 457170, at *10 (W.D. Okla.
Feb. 6, 2024) (quotation omitted). “In other words, subjecting an intervenor to jurisdiction
in the forum ensures the intervenor may not use the forum’s courts as a sword while
simultaneously shielding itself from the forum court’s power. Jurisdiction-by-intervention
ensures a litigant may only reap the rewards of a court ruling when it bears the risk of an
adverse decision.” Id.
Here, the HBDC Defendants are not attempting to use this Court’s jurisdiction as
both shield and sword. 	HBDC intervened in the Underlying Receivership Action as a
Defendant to protect its rights as landlord, after Plaintiff and the named defendants in the
underlying 	action 	consented 	to 	a 	receivership 	without 	informing 	the 	court 	in 	the
Underlying Receivership Action that HBDC had an interest in the litigation. [Underlying
Receivership Action, ##3, 18, 26, 26-5, 36] 	And while HBDC did bring counterclaims
against Plaintiff in that action, those counterclaims revolved around whether Plaintiff had
a valid security agreement on the leasehold interest that could justify the appointment of
the Receiver. [Id., #26-5 at ¶¶ 33-42, 54-58] Simply put, Plaintiff obtained a receivership
in the Underlying Receivership Action without informing the Receivership Court that the
HBDC Defendants had an interest in property subject to the receivership. 	HBDC then
intervened to alert the Receivership Court to that issue and defend its rights. 	Such
intervention does not subject the HBDC Defendants to a subsequent suit in Colorado
involving “Defendants’ [allegedly] unlawful attempts to interfere with [Plaintiffs’] ability to
collect amounts due from its borrowers who operated a water bottling business premises
Case No. 1:25-cv-01371-STV Document 57 filed 01/07/26 USDC Colorado pg 19
of 23

20
leased from HBDC” [#1 at ¶ 1] when none of that alleged interference occurred 	in
Colorado.5 See Impact Prods., Inc. v. Impact Prods., LLC, 341 F. Supp. 2d 1186, 1191-
92 (D. Colo. 2004) (New Jersey company did not subject itself to Colorado’s jurisdiction
by sending cease and desist letters to a Colorado company because “a defendant’s
reasonable, good faith actions to protect its alleged rights . . . do not constitute ‘express
aiming’ at the forum sufficient to establish the constitutionally required minimum contacts
with the forum”).
Plaintiff does not allege that HBDC expressly consented to personal jurisdiction in
this action, nor does it allege facts showing that HBDC’s intervention in the Underlying
Receivership Action amounted to a waiver of jurisdictional objections in this litigation.
Because personal jurisdiction must be assessed on a claim-specific and case-specific
basis, HBDC’s intervention in the Underlying Receivership Action does not supply a basis
for personal jurisdiction in this case.
C. 	Personal Jurisdiction over Defendants for Hawaii Conduct
Finally, Plaintiff asserts that Defendants’ conduct as alleged in the Complaint
suffices for specific personal jurisdiction against all Defendants. [##22 at 12-16; 49 at 10-
16] 	The Complaint alleges that Defendants’ conduct included entering and tampering
with a water well, diverting water through an unauthorized installation, and submitting
5 This does not mean that the Receivership Court is without power to enforce its order
against those who interfere with it. By intervening in the Underlying Receivership Action,
HBDC subjected itself to the Receivership Court’s jurisdiction and the Receivership Court
could take action against HBDC for any violation of the Receivership Order. 	Indeed,
Plaintiff itself acknowledges that the Receivership Court “is the court empowered to
determine the scope of its own Order.” [#49 at 13 (emphasis omitted)] But neither Plaintiff
nor the Receiver have asked the Receivership Court to take any action with respect to
any alleged violation of the Receivership Order. Instead, Plaintiff filed this action seeking
to recover for harm it allegedly suffered as a result of Defendants’ actions in Hawaii.
Case No. 1:25-cv-01371-STV Document 57 filed 01/07/26 USDC Colorado pg 20
of 23

21
false or misleading information to the Hawaii Department of Health, resulting in a
regulatory shutdown of bottling operations. [#1 at ¶¶ 3-7, 27-29, 56-60, 76-103] Critically,
however, the Complaint alleges that all of this conduct occurred in Hawaii and was
directed at Hawaii-based property, operations, and regulators. 	The alleged physical
interference took place at a bottling facility and well located in Kea’au, Hawaii [id. at ¶¶
27-29, 56-60]; the alleged regulatory misconduct consisted of communications with the
Hawaii Department of Health, a Hawaii state agency, concerning the condition of that
same Hawaii-based facility [id. at ¶¶ 76-103]; and the alleged competitive motives likewise
stem from the parties’ positions within the Hawaii bottled-water market [id. at ¶¶ 10-12,
92].
The 	Complaint 	does 	not 	allege 	that 	Defendants 	directed 	communications,
misrepresentations, or 	other 	conduct into Colorado; 	specifically 	targeted Colorado
regulators or markets; or otherwise engaged in conduct connecting them to Colorado
itself. Rather, Plaintiff’s jurisdictional theory rests on the allegation that Defendants knew
Plaintiff was seeking to enforce its contractual rights through a receivership proceeding
pending in this District and that Defendants’ conduct would therefore have economic
effects in Colorado. [Id. at ¶¶ 2, 6-7, 68-70, 105-106]
Under controlling Supreme Court precedent, that theory is insufficient. The
“express aiming” requirement of specific jurisdiction focuses on the defendant’s contacts
with the forum state itself, not on the defendant’s knowledge of a plaintiff’s forum
connections or the foreseeability that a plaintiff will experience injury there. Walden, 571
U.S. at 285-86 (“[A] defendant's contacts with the forum State may be intertwined with his
transactions or interactions with the plaintiff or other parties. But a defendant's relationship
Case No. 1:25-cv-01371-STV Document 57 filed 01/07/26 USDC Colorado pg 21
of 23

22
with a plaintiff or third party, standing alone, is an insufficient basis for jurisdiction.”). As
the Supreme Court has emphasized, “the plaintiff cannot be the only link between the
defendant and the forum.” Id. at 285.
Here, the connection between Defendants and Colorado as it relates to the
receivership is Plaintiff’s own choice to pursue enforcement of its contractual rights
through the State of Colorado. 	Although the Complaint alleges that Defendants were
aware of the receivership’s existence, awareness that a plaintiff’s economic interests are
being enforced in a particular forum does not transform otherwise out-of-state conduct
into conduct “expressly aimed” at that forum. 	See Walden, 571 U.S. at 289 (rejecting
jurisdiction based on defendant’s knowledge of plaintiff’s forum connections); Shrader,
633 F.3d at 1244 (foreseeable forum effects are insufficient absent forum-directed
conduct). Nor does the Complaint plausibly allege that Defendants specifically targeted
Colorado-based proceedings or sought to influence decisionmakers in this District. And
although 	the 	alleged 	conduct 	occurred 	against 	the 	backdrop 	of 	a 	court-ordered
receivership, Plaintiff does not allege that Defendants filed materials in this Court,
communicated 	with 	the 	Receiver 	directly 	in 	Colorado, 	or 	otherwise 	attempted 	to
manipulate or interfere with litigation activities occurring in this forum. Instead, the alleged
conduct targeted the day-to-day operations of a Hawaii-based business and the actions
of 	Hawaii 	regulators, 	with 	only 	derivative 	economic 	consequences 	for 	Plaintiff 	in
Colorado. 	As set forth above, such Colorado-based results are insufficient to establish
personal jurisdiction.
In short, even accepting the Complaint’s allegations as true, Defendants’ conduct
was aimed at Hawaii-based property, regulators, and competitive interests, not at the
Case No. 1:25-cv-01371-STV Document 57 filed 01/07/26 USDC Colorado pg 22
of 23

23
State of Colorado. The alleged injury to Plaintiff in Colorado flows solely from Plaintiff’s
forum connections and litigation posture, which, under Walden, cannot supply the
requisite minimum contacts. Plaintiff has thus failed to make a prima facie showing that
Defendants purposefully directed tortious conduct toward Colorado, and the Court lacks
specific personal jurisdiction over Defendants.
IV. 	CONCLUSION
For the foregoing reasons, the Court GRANTS Defendants’ Motions to Dismiss [##
14, 36] 	and DISMISSES Plaintiff’s claims WITHOUT PREJUDICE. See Hollander v.
Sandoz Pharms. Corp., 289 F.3d 1193, 1216 (10th Cir. 2002) (dismissal for lack of
personal jurisdiction should be without prejudice).6
DATED: January 7, 2026 	BY THE COURT:
s/Scott T. Varholak
Chief United States Magistrate Judge
6 Pursuant to 28 U.S.C. § 1631, when a court determines that it lacks personal jurisdiction,
it “shall, if it is in the interest of justice, transfer such action . . . to any other such court . .
. in which the action or appeal could have been brought.” 	Although Section 1631
“contain[s] the word ‘shall,’ [the Tenth Circuit] ha[s] interpreted the phrase ‘if it is in the
interest of justice’ to grant the district court discretion in making a decision to transfer an
action or instead to dismiss the action without prejudice.” 	Trujillo, 465 F.3d at 1222-23.
“Factors considered in deciding whether a transfer is in the interest of justice include [1]
whether the claims would be time barred if filed anew in the proper forum, [2] whether the
claims alleged are likely to have merit, and [3] whether the claims were filed in good faith
or if, on the other hand, it was clear at the time of filing that the court lacked the requisite
jurisdiction.” 	In re Cline, 531 F.3d 1249, 1251 (10th Cir. 2008). 	Here, Plaintiffs have
neither asked this Court to transfer the matter to another court, identified another district
where the action could have been brought, or analyzed the factors that the Court should
consider in assessing transfer.
Case No. 1:25-cv-01371-STV Document 57 filed 01/07/26 USDC Colorado pg 23
of 23