Keaty v. Dodson

2020 UT App 9
THE UTAH COURT OF APPEALS
K EATY LLC, TM K EATY AND A SSOCIATES I NC .,
AND S TEVEN K EATY ,
Appellants,
v.
BLUEPRINT S UMMER PROGRAMS I NC .
AND M ICHAEL DODSON ,
Appellees.
Opinion
No. 20180447-CA
Filed 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 H AGEN authored this Opinion, in which
JUDGES K ATE A PPLEBY 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.

Keaty v. Dodson
20180447-CA 	2 	2020 UT App 9
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
1. In determining whether the district court properly granted
Blueprint’s motion to dismiss for lack of personal jurisdiction,
“we accept the factual allegations in the [amended] complaint as
true and consider them, and all reasonable inferences to be
drawn from them, in the light most favorable to [the Keaty
parties].” See Wagner v. Clifton, 2002 UT 109, ¶ 2, 62 P.3d 440
(cleaned up). Here, the parties dispute whether the operative
facts derive from the original or amended complaint. The Keaty
parties filed the amended complaint in response to Blueprint’s
motion to dismiss after the deadline for amended pleadings had
passed and without leave of the court. However, Blueprint did
not move to strike the amended complaint, and it is unclear from
the record whether the district court’s order of dismissal relates
to 	the 	original 	or 	amended 	complaint. 	While 	the 	original
complaint 	did 	not 	list 	TM 	Keaty 	and 	Associates 	Inc. 	as 	a
plaintiff, it did assert that Keaty LLC assumed all of the rights
and 	liabilities 	of 	TM 	Keaty, 	and 	each 	of 	the 	relevant
jurisdictional facts in the amended complaint are included in
either 	the 	original 	complaint 	or 	the 	documentary 	evidence
submitted to the district court. As a result, which version of the
complaint the district court considered has no impact on our
jurisdictional analysis. For purposes of this appeal, we accept the
Keaty parties’ assertion that the district court ruled on the
amended complaint and that TM Keaty is a proper party to this
appeal.

Keaty v. Dodson
20180447-CA 	3 	2020 UT App 9
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

Keaty v. Dodson
20180447-CA 	4 	2020 UT App 9
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

Keaty v. Dodson
20180447-CA 	5 	2020 UT App 9
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.
2. The Keaty parties also assert claims against Dodson in his
individual capacity. But on appeal, the Keaty parties make no
effort to distinguish between Blueprint and Dodson, and the
entirety 	of 	their 	argument 	is 	aimed 	at 	addressing 	whether
Blueprint is subject to personal jurisdiction in Utah. For example,
regarding general jurisdiction, the Keaty parties refer to caselaw
(continued…)

Keaty v. Dodson
20180447-CA 	6 	2020 UT App 9
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
(…continued)
discussing 	general 	jurisdiction 	over 	corporations, 	not 	over
individuals. Regarding specific jurisdiction, the Keaty parties
seek to distinguish an unfavorable precedent by emphasizing
that the defendant in that case was an individual, not a corporate
entity. Because no effort was made to distinguish between the
connections Blueprint and Dodson have to Utah and because the
Keaty 	parties’ 	arguments 	appear 	to 	be 	aimed 	primarily 	at
Blueprint, we decline to address any jurisdictional questions
relating to Dodson individually, and we therefore affirm the
district court’s dismissal of claims against him. See Harris v. IES
Associates, Inc., 2003 UT App 112, ¶ 18 n.6, 69 P.3d 297 (declining
to 	consider 	issues 	technically 	raised 	on 	appeal 	when 	the
appellant does not address those issues in the argument section
of its brief).

Keaty v. Dodson
20180447-CA 	7 	2020 UT App 9
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 F. App’x 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 resident who
worked from a home office or otherwise made trips to New
York”). And Blueprint cannot be considered at home in Utah
merely because it accepts summer program applicants from
Utah, in addition to every other state. See Daimler, 571 U.S. at 139
n.20 (“A corporation that operates in many places can scarcely
be deemed at home in all of them.”).
¶14 	The Keaty parties have not alleged any business activities
undertaken by Blueprint that would closely approximate having
its principal place of business in Utah. In the absence of such
factual allegations, the district court rightly rejected the Keaty
parties’ assertion that “Blueprint has maintained substantial and
continuous activity in Utah.”
II. Specific Personal Jurisdiction
¶15 	“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.” Raser
Techs., Inc. v. Morgan Stanley & Co., 2019 UT 44, ¶ 35, 449 P.3d 150
(cleaned up). A court may exercise specific jurisdiction over a
party “only when the party has minimum contacts with the state
such that the maintenance of the suit does not offend traditional

Keaty v. Dodson
20180447-CA 	8 	2020 UT App 9
notions of fair play and substantial justice.” Id. ¶ 36 (cleaned up);
see also International Shoe Co. v. Washington, 326 U.S. 310, 316
(1945). “In judging minimum contacts, a court properly focuses
on the relationship among the defendant, the forum, and the
litigation.” Raser Techs., 2019 UT 44, ¶ 36 (cleaned up); see also
Calder v. Jones, 465 U.S. 783, 788 (1984). “For a State to exercise
jurisdiction consistent with due process, the defendant’s suit-
related conduct must create a substantial connection with the
forum State.” Walden v. Fiore, 571 U.S. 277, 284 (2014).
¶16 	Importantly, “to assert specific jurisdiction, a plaintiff
must 	demonstrate 	not 	only 	the 	connection 	between 	the
defendant and the forum, but also the connection between the
forum and the claims at issue.” Raser Techs., 2019 UT 44, ¶ 45; see
also Bristol-Myers Squibb Co. v. Superior Court of Cal., 137 S. Ct.
1773, 	1781–83 	(2017). 	Therefore, 	the 	existence 	of 	specific
jurisdiction relating to a single claim does not automatically
establish specific jurisdiction for all claims listed in a complaint.
Rather, “when a plaintiff relies on specific jurisdiction, he must
establish 	that 	jurisdiction 	is proper 	for 	each 	claim 	asserted
against a defendant.” Picot v. Weston, 780 F.3d 1206, 1211 (9th
Cir. 2015); see also International Energy Ventures Mgmt., LLC v.
United Energy Group, Ltd., 818 F.3d 193, 211 n.73 (5th Cir. 2016)
(“The 	plaintiff 	has 	the 	burden 	of 	demonstrating 	specific
jurisdiction 	for 	each 	claim 	asserted 	against 	the 	nonresident
defendant.”).
¶17 	In accordance with this principle, we determine whether
specific jurisdiction exists for each of the Keaty parties’ various
claims by analyzing Blueprint’s purposeful conduct toward Utah
in connection with the facts underlying those claims. In their
amended complaint, the Keaty parties asserted ten causes of
action based on two separate sets of operative facts: (A) claims
relating to Blueprint’s nonpayment of consulting services and
(B) claims relating to enticement of a TM Keaty employee. We
address the claims arising under each set of facts separately to
determine whether Blueprint’s suit-related conduct created a
substantial connection with Utah.

Keaty v. Dodson
20180447-CA 	9 	2020 UT App 9
A. 	Claims 	Relating 	to 	Blueprint’s 	Nonpayment 	for
Consulting Services
¶18 	The 	first 	set 	of 	claims 	arose 	out 	of 	the 	business
relationship 	between 	Blueprint 	and 	Keaty 	LLC. 	More
specifically, these claims pertain to Blueprint’s representations at
the 	February 	meeting 	and 	subsequent 	nonpayment 	for 	the
consulting services provided through Keaty LLC. These claims
include: 	(1) 	breach 	of 	contract, 	(2) 	quantum 	meruit,
(3) misrepresentation and nondisclosure, (4) negotiating in bad
faith, (5) dealing in bad faith/unfair dealing, and (6) unjust
enrichment.
¶19 	The primary facts connecting these claims to Utah are
contacts that Keaty and Keaty LLC have with the forum state.
For example, Keaty LLC has a Utah office, and the amended
complaint 	generally 	alleges 	that 	the 	Keaty 	parties 	were
“physically located in Utah or Nevada during most, if not all,” of
the 	consulting 	telephone 	and 	video 	conference 	calls 	with
Dodson, who was in North Carolina. More specifically, Keaty
avers that he “was personally present in the state of Utah on
multiple 	occasions 	while 	performing 	consulting 	work 	for
Blueprint through Keaty LLC.” But our focus is not on the Keaty
parties’ 	connections 	to 	Utah. 	Rather, 	we 	must 	analyze
defendant-Blueprint’s 	conduct 	directed 	at 	Utah 	to 	see 	if
minimum contacts exist. See Walden v. Fiore, 571 U.S. 277, 284
(2014). Here, the Keaty parties have not alleged facts sufficient to
establish specific jurisdiction with respect to their claims for
nonpayment.
¶20 	Blueprint is a North Carolina corporation that sought
consulting 	services 	from 	Keaty 	LLC, 	a 	Nevada 	company,
and 	Keaty, 	a 	Nevada 	resident. 	The 	February 	meeting 	at
which Blueprint and Keaty LCC agreed to do business together
took 	place 	in 	North 	Carolina. 	The 	Keaty 	parties 	have 	not
alleged that Blueprint traveled to or otherwise reached into Utah
to do business with Keaty LLC. See O’Connor v. Sandy Lane Hotel
Co. 	496 	F.3d 	312, 	318 	(3d 	Cir. 	2007) 	(determining 	specific

Keaty v. Dodson
20180447-CA 	10 	2020 UT App 9
jurisdiction existed only with respect to claims based on acts
that “deliberately reached into [the forum state] to target two
of 	its 	citizens”). 	The 	only 	Utah 	connection 	attributable
to Blueprint—rather than to the Keaty parties—is the allegation
that 	one 	of 	Blueprint’s 	executives, 	who 	resides 	in 	Utah,
attended 	the 	February 	meeting 	in 	North 	Carolina 	and
participated in consulting calls while she was physically present
in 	Utah. 	But 	the 	Keaty 	parties 	have 	not 	alleged 	any 	facts
connecting that executive, her presence at the February meeting,
or 	her 	participation 	in 	consulting 	calls 	to 	its 	claims 	for
nonpayment.
¶21 	The 	Keaty 	parties 	have 	not 	alleged 	any 	suit-related
actions by Blueprint that were directed toward Utah. Because
Blueprint did not “purposefully avail itself of the benefit of
conducting 	business 	in 	Utah” 	such 	that 	Utah’s 	“potential
exercise 	of 	jurisdiction 	[would 	be] 	foreseeable,” 	see 	Fenn 	v.
Mleads Enters., Inc., 2006 UT 8, ¶ 13, 137 P.3d 706 (cleaned up),
the district court was correct to dismiss the Keaty parties’ claims
related to Blueprint’s nonpayment for consulting services for
lack of specific personal jurisdiction.
B. 	Claims Relating to Enticement of a TM Keaty Employee
¶22 	This category of claims arises out of Blueprint’s hiring of a
former 	TM 	Keaty 	employee 	in 	violation 	of 	an 	agreement
between 	Blueprint 	and 	TM 	Keaty. 	These 	claims 	include:
(1) breach of contract with respect to improperly enticing a TM
Keaty employee and (2) breach of contract with respect to
improperly employing a TM Keaty employee.
¶23 	The facts on which these claims are based suggest a closer
connection to Utah than the facts supporting claims relating to
nonpayment 	for 	consulting 	services. 	TM 	Keaty 	is 	a 	Utah
company. 	The 	employee 	worked 	for 	TM 	Keaty 	in 	Utah.
Blueprint agreed not to “seek to employ, nor actually employ,
[the employee] directly for a reasonable period” but then hired
her immediately after she stopped working for TM Keaty.

Keaty v. Dodson
20180447-CA 	11 	2020 UT App 9
¶24 	But once again, these facts primarily relate to the Keaty
parties’ connections to Utah instead of Blueprint’s. This case is
comparable to Walden, in which a Nevada couple sued a Georgia
police officer in a Nevada court due to a seizure that the officer
carried out against the couple at a Georgia airport. 571 U.S. at
279–81. There, the United States Supreme Court held that mere
knowledge 	of 	the 	plaintiffs’ 	connections 	to 	Nevada 	was
insufficient 	to 	support 	specific jurisdiction 	because 	such 	an
approach “impermissibly allows a plaintiff’s contacts with the
defendant and forum to drive the jurisdictional analysis.” Id. at
289. Rather than focus on a plaintiff’s connections to the forum
state, courts should instead determine whether “the defendant’s
suit-related conduct [created] a substantial connection with the
forum State.” Id. at 284 (emphasis added).
¶25 	Here, as related to Blueprint’s conduct in hiring TM
Keaty’s employee, the Keaty parties have alleged that Blueprint
knew 	it 	was 	dealing 	with 	a 	Utah 	company 	and 	that 	the
employee lived in Utah. But the Keaty parties have not alleged
that 	Blueprint’s 	suit-related 	conduct 	created 	a 	substantial
connection with Utah. See id. The Keaty parties have made no
factual allegations as to what Blueprint did to allegedly entice
the employee away from TM Keaty. There are no allegations, for
instance, that Blueprint or its agents ever traveled to Utah or
reached out to anyone in Utah in an effort to entice the employee
away from TM Keaty. Although one can imagine specific acts
directed at Utah that Blueprint might have taken to recruit the
employee, the Keaty parties have made no such allegations.
¶26 	Because 	there 	are 	no 	allegations 	that 	Blueprint 	took
deliberate actions directed at Utah to entice the employee, the
district court was correct to dismiss these claims for lack of
specific personal jurisdiction.3
3. The Keaty parties also make two additional claims—(1) breach
of 	implied 	warranties 	and 	covenants, 	and 	(2) 	fraudulent
(continued…)

Keaty v. Dodson
20180447-CA 	12 	2020 UT App 9
CONCLUSION
¶27 	The Keaty parties did not allege facts from which a
finding of either general or specific personal jurisdiction could
be based. Therefore, the district court was correct to dismiss the
Keaty parties’ claims against Blueprint for lack of personal
jurisdiction.4
¶28 	Affirmed.
(…continued)
nondisclosure. It is unclear from the amended complaint which
set of facts those claims are based on. But because we have
determined that specific jurisdiction cannot be established by the
facts 	alleged 	regarding 	either 	Blueprint’s 	nonpayment 	for
consulting services or enticement of a TM Keaty employee, it
follows that specific personal jurisdiction cannot exist for these
claims regardless of the set of operative facts on which they are
based.
4. The Keaty parties also argue that the district court erred by
granting Blueprint’s motion to dismiss without first allowing
jurisdictional discovery. However, the Keaty parties did not
properly 	move 	the 	district 	court 	to 	allow 	jurisdictional
discovery, only requesting it in their memorandum opposing the
motion to dismiss. See Utah R. Civ. P. 7(n) (“A party may not
make a motion in a memorandum opposing a motion or in a
reply 	memorandum.”). 	Because 	the 	issue 	was 	not 	properly
raised, the district court had no obligation to address it.