Droel, PLLC, Appellant,

This opinion will be unpublished and
may not be cited except as provided by
Minn. Stat. § 480A.08, subd. 3 (2016).

STATE OF MINNESOTA
IN COURT OF APPEALS
A16-1123

Droel, PLLC,
Appellant,

vs.

Turnkey Construction Co. I, LP
d/b/a Turnkey Oil and Gas,
Respondent.

Filed March 13, 2017
Affirmed
Cleary, Chief Judge

Hennepin County District Court
File No. 27-CV-16-4405

Tim L. Droel, J. Matthew Berner, Andrew Thomas Hooyman, Shana Marchand, Droel,
PLLC, Bloomington, Minnesota (for appellant)

John Rock, Bruce L. Gisi, Rock Hutchi nson, PLLP, Minneapolis, Minnesota (for
respondent)

Considered and decided by Cleary, Ch ief Judge; Ross, Judge; and Rodenberg,
Judge.
U N P U B L I S H E D O P I N I O N
CLEARY, Chief Judge
On appeal from the dismissal of its cl aims, appellant Droel PLLC (Droel) argues
that the district court erred by concluding th at respondent Turnkey Construction Co. I LP
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(Turnkey) lacked sufficient minimum contacts with Minnesota to sup port the exercise of
personal jurisdiction. Because we conclude that Turnkey did not have sufficient minimum
contacts with Minnesota to satisfy the cons titutional requirements for the exercise of
personal jurisdiction, we affirm.
FACTS
Turnkey is a Texas construction company w ith its principal place of business in
Dallas, Texas. Turnkey has no offices in Minnesota and has not conducted business in
Minnesota. In or around March 2015, Turnkey retained Droel, a Minnesota-based law firm
with an office in Houston, Texas. Droel has attorneys who are lic ensed and practice law
in Texas. Droel’s representation of Turnke y included transactional work, as well as
litigation stemming from a subcontractor’s failure to perform on a construction project in
Texas. For that litigation, Droel filed a lawsuit in a Texas state court on behalf of Turnkey.
In an affidavit, the vice president of Turnke y explained that the decision to have Droel
represent Turnkey in the Texas-based litigation was influenced by Droel’s Houston office
and Tim L. Droel’s license to practice in Texas.
Droel provided legal services to Turnkey from its office in Minnesota. From
Minnesota, Droel engaged in more than 100 written, electronic, and telephonic
communications with Turnkey. Turnkey did not know where Droel received its telephone
calls or e-mails. Turnkey never traveled to Minnesota while it retained Droel. However,
a Droel attorney traveled to Dallas to meet with Turnkey at one of Turnkey’s offices. While
represented by Droel, Turnkey sent payments to Droel in Minnesota pursuant to Droel’s
request.
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In February 2016, Turnkey terminated its relationship with Droel because Turnkey
believed that Droel overbilled for its legal services. In April 2016, Droel filed a complaint
in the Fourth Judicial District of Minnesota, alleging that Turnkey wrongfully refused to
pay its invoices and claiming breach of contract, account stated, promissory estoppel, and
unjust enrichment. Turnkey filed a motion to dismiss for lack of personal jurisdiction
pursuant to Minn. R. Civ. P. 12.02(b). In July 2016, the di strict court granted Turnkey’s
motion to dismiss for lack of personal jurisdiction. Droel now appeals.
D E C I S I O N
Whether personal jurisdiction exists is a question of law that appellate courts review
de novo. Juelich v. Yamazaki Mazak Optonics Corp., 682 N.W.2d 565, 569 (Minn. 2004).
A Minnesota court may exercise personal jurisdiction over a n onresident only if
jurisdiction is (1) allowed by the Minnesota long-arm statute, and (2) does not violate the
due-process requirement that the nonresid ent have certain minimum contacts with
Minnesota. Domtar, Inc. v. Niagara Fire Ins. Co. , 533 N.W.2d 25, 29 (Minn. 1995).
“Once jurisdiction has been challenged by the defendant, the burden is on the plaintiff to
prove that sufficient contacts exist with the forum state.” Juelich, 682 N.W.2d at 569-70.
At the pretrial stage, a plaintiff need only make a prima facie showing of jurisdiction, and
the complaint and supporting evid ence will be taken as true. Hardrives, Inc. v. City of
LaCrosse, 307 Minn. 290, 293, 240 N.W.2d 814, 816 (1976). But “if a motion to dismiss
is supported by affidavits, the non-moving party cannot rely on general statements in . . .
[its] pleading,” and allegations contained in its complaint cannot be used to sustain its
burden of proof. Sausser v. Republic Mortg. Inv’rs, 269 N.W.2d 758, 761 (Minn. 1978).
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The Minnesota long-arm stat ute, Minn. Stat. § 543.19 (2016), permits courts to
assert personal jurisdiction over defendants to the extent that federal constitutional due-
process requirements allow. Domtar, 533 N.W.2d at 29. “ If the personal jurisdiction
requirements of the federal constitution are me t, the requirements of the long-arm statute
will necessarily be met also.” Valspar Corp. v. Lukken Color Corp., 495 N.W.2d 408, 411
(Minn. 1992). For this reason, Minnesota c ourts may simply apply the federal case law
when analyzing most personal jurisdiction questions. Id.
Under federal case law, due process re quires that a nonresident have certain
minimum contacts with the foru m state so that ma intaining a suit in that state does not
offend traditional notions of fair play and substantial justice. Int’l Shoe Co. v. Washington, 326 U.S. 310, 316, 66 S. Ct. 154, 158 (1945). “[I]t is esse ntial in each case that there be
some act by which the defendant purposefully av ails itself of the privilege of conducting
activities within the forum State, thus invoking the benefits a nd protections of its laws.”
Hanson v. Denckla , 357 U.S. 235, 253, 78 S. Ct. 1228, 1240 (1958). “In essence, ‘the
defendant’s conduct and connection with the fo rum State [must be] such that he should
reasonably anticipate being haled into court there.’” Mountaire Feeds, Inc. v. Agro Impex,
S.A., 677 F.2d 651, 655 (8 th Cir. 1982) (alteration in original) (quoting World-Wide
Volkswagen Corp. v. Woodson, 444 U.S. 286, 297, 100 S. Ct. 550, 567 (1980)).
To determine whether the exercise of personal jurisdiction over a nonresident
comports with due process, Minnesota courts evaluate: “(1) the quantity of contacts with
the forum state; (2) the nature and quality of those contacts; (3) the connection of the cause
of action with these contacts; (4) the interest of the state providing a forum; and (5) the
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convenience of the parties.” Juelich, 682 N.W.2d at 570. The first three factors are primary
and determine whether minimum contacts exist. Id.; Volkman v. Hanover Invs., Inc., 843
N.W.2d 789, 795 (Minn. App. 2014). The last two factors deserve less consideration and
determine whether the exercise of jurisdiction is reasonable according to traditional notions
of fair play and substantial justice. Juelich, 682 N.W.2d at 570; Volkman, 843 N.W.2d at
795. Even if the defendant has purposefully engaged in fo rum activities, the concept of
fair play and substantial justice may defeat the reasonableness of jurisdiction. Burger King
Corp. v. Rudzewicz, 471 U.S. 462, 477-78, 105 S. Ct. 2174, 2185 (1985).
1. Quantity of Contacts with Minnesota
Droel argues that personal jurisdicti on is proper because of the number of
communications and payments that Droel re ceived from Turnkey in Minnesota. From
Minnesota, Droel engaged in more than 100 written, electronic, and telephonic
communications with Turnkey. Turnkey also sent payments to Droel in Minnesota at
Droel’s request. Although it has been established that Turnkey has had numerous contacts
with Droel, it has not been established that Tu rnkey has made sufficient contacts with the
state of Minnesota.
2. Nature and Quality of Contacts
Droel argues that the nature and quality of the contacts, which occurred because of
the attorney-client relationshi p between Droel and Turnkey, justifies the exercise of
jurisdiction over Turnkey. In support of this argument, Droel cites our unpublished
decision in Dady & Garner, P.A. v. Platinum Shield Ass’n , No. A04-1305, 2005 WL
646654, at *1, *5 (Minn. App. Mar. 22, 2005 ) (concluding that the district court could
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exercise jurisdiction over nonresident defendants that had been represented by the plaintiff,
a Minnesota law firm). Droel argues that Dady is nearly identical to the case at hand,
because in both cases nonresid ent clients retained a Minneso ta law firm and engaged in
over 100 contacts with the firm in Minnesota, including telephone calls, e-mails, and the
sending of payments. See Dady, 2005 WL 646654, at *1, *3-4. Relying on our conclusion
that jurisdiction was proper in Dady, Droel urges us to find that jurisdiction is constitutional
here.
Unpublished opinions are not precedential, but may be persuasive. Minn. Stat.
§ 480A.08, subd. 3(c) (2016); Sarber v. Comm’r of Pub. Safety, 819 N.W.2d 465, 469 n.3
(Minn. App. 2012). Although ther e are some similarities between Dady and the present
case, important factual differences remain. In Dady, a law firm organized under Minnesota
law with Minnesota offices repres ented out-of-state clients. Dady, 2005 WL 646654, at
*1. Before the firm was reta ined, it informed th e then potential clients that it would
coordinate litigation from its offices in Minneapolis. Id. The firm sent a retainer agreement
from its Minneapolis offices, a nd the clients executed and re turned the agr eement to the
firm’s address in Minneapolis. Id. Because direct evidence showed that the clients knew
that the firm’s attorneys were licensed in Minnesota and would perform the majority of the
work in Minnesota, we concluded that the Hennepin County District Court could exercise
personal jurisdiction over the clients. Id. at *1, *4-5.
Here, Turnkey, a Texas construction company, was represented by Droel, a law firm
with offices in both Texas and Minnesota. There is no ev idence that the parties executed
a retainer agreement, and Droel failed to provide any direct evidence that would show that
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Turnkey knew that the legal work was performed in Minnesota. Rather, Droel asks us to
infer from Tim L. Droel’s affidavit that Turnkey was aware that the performance occurred
in Minnesota. In his affidav it, Tim L. Droel stated that he traveled from Minnesota to
Dallas in 2015 to meet with Turnkey’s representatives. At the meeting, “Turnkey’s
representatives . . . expressed their great satisfaction with the Law Firm’s services rendered
in Minnesota.” This statement does not de clare that Turnkey knew that Droel performed
its legal work in Minnesota. The sentence establishes only that Turnkey was satisfied with
Droel’s legal work and that this work was pe rformed in Minnesota. The record does not
show, here or elsewhere, that Turnkey knew that Droel performed its work in Minnesota.
For this reason, we are not persuaded to follow our unpublished opinion in Dady.
Turnkey argues that the nature-and-quality-of-the-contacts factor weighs against the
exercise of personal jurisdiction. “Merely en tering into a contract with a forum resident
does not provide the requisite contacts betw een a [nonresident] defendant and the forum
state.” Mountaire Feeds, 677 F.2d at 655 (alteration in original) (quotation omitted); see
Walker Mgmt., Inc. v. FHC Enters., Inc., 446 N.W.2d 913, 913, 915-16 (Minn. App. 1989)
(holding that Minnesota lacked jurisdiction over an Illinois corporation despite the fact that
it had a contractual relationship with a Minnesota corporation for over a year), review
denied (Minn. Dec. 15, 1989). Si milarly, a plaintiff’s unilate ral performance within the
forum state cannot alone supply the minimu m contacts between the forum state and a
nonresident defendant. Mountaire Feeds, 677 F.2d at 654-55.
Turnkey’s only contacts with Minnesota have been through its communications
with and payments to Droel. It has not es tablished offices in, co nducted business in, or
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even traveled to Minnesota. Turnkey has merely paid Droel in Minnesota and engaged in
written, electronic, and telephonic communi cations with Droel while Droel was in
Minnesota. “It is a defendant’s contacts with the forum state that are of interest in
determining if in personam jurisdiction exists, not its contacts with a resident.” Id. at 655
(quotation omitted).
Turnkey asserts that the sending of payments to Minnesota is insufficient to confer
jurisdiction. In support of this argument, Turnkey cites Fourth Nw. Nat’l Bank of
Minneapolis v. Hilson Indus., Inc. , in which the Minnesota Supreme Court was asked to
determine whether a Minnesota state court could constitu tionally exercise personal
jurisdiction over a nonresident defendant becaus e of promissory notes that the defendant
made payable to a Minnesota corporation. 264 Minn. 110, 111-1 2, 117-18, 117 N.W.2d
732, 732-33, 736 (1962). The notes were executed and delivered in Ohio, but were made
payable to the Minnesota corpora tion at its Minnesota office. Id. at 111-12, 117 N.W.2d
at 732-33. The supreme court held that a Minn esota state court’s exercise of jurisdiction
over the nonresident defendant would violate due process and explained that fixing the
place of payment in Minnesota was not the kind of commercia l benefit to the defendant
that must be balanced by a capitulation to amenability to suit in Minnesota. Id. at 118, 120,
117 N.W.2d at 736, 738. Here , Turnkey sent payments to Minnesota pursuant to Droel’s
request. Because it appears that Turnkey sent the paym ents to Minnesota only to
accommodate Droel, we cannot say that such payments render Turnkey amenable to suit
in Minnesota state courts.
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Turnkey additionally argues that its communications with Droel are insufficient to
justify the exercise of jurisd iction. The Eighth Circuit has stated that “interstate
communications alone are not suffic ient to confer jurisdiction.” Bell Paper Box, Inc. v.
Trans W. Polymers, Inc., 53 F.3d 920, 923 (8th Cir. 1995); accord Mountaire Feeds, 677
F.2d at 656 (“[T]he use of arteries of in terstate mail, telephone, railway and banking
facilities is insufficient, standing alone, to satisfy due process.” (quotation omitted)).
Similarly, this court has concluded that contacts that occur primarily through the mail, by
telephone, and by the forwarding of funds are insufficient to support personal jurisdiction.
Walker Mgmt., 446 N.W.2d at 915. However, Minneso ta courts must consider electronic
communications under the traditional minimum-contacts analysis, which asks whether the
defendant purposefully availed himself of the forum state and whether he reasonably
anticipated being haled into court there. Rilley v. MoneyMutual, LLC , 884 N.W.2d 321,
331-32 (Minn. 2016) (quotations omitted). In this considera tion, courts must determine
whether the evidence indicates th at the defendant was aware of the plaintiff’s location or
had reason to believe that the e-mail would be received in a particular jurisdiction. Id. at
332. Here, Turnkey did not know wher e Droel received its e-mail and telephone
communications.
Although Droel’s website shows that Droel has a Minnesota office and Minnesota-
licensed attorneys, Turnkey sought Droel’s lega l services because of its Texas office and
Texas-licensed attorneys. While representi ng Turnkey, Droel worked exclusively on
Texas transactional and Texa s litigation matters. There is no evidence that Turnkey
benefited from Droel’s presence in Minnesota.
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Here, Turnkey’s payments to and communi cations with Droel are not of such a
nature and quality as to justify the exercise of personal jurisdiction. This factor weighs
against the exercise of personal jurisdiction.
3. Connection of the Cause of Action with These Contacts
Courts distinguish between specific and general jurisdiction when examining the
connection of the cause of action with the contacts. See, e.g., Marshall v. Inn on Madeline
Island, 610 N.W.2d 670, 676 (Min n. App. 2000) (concluding that an inn’s Minnesota
advertisements did not create specific ju risdiction because th ere was no connection
between the cause of action and those contacts). General jurisdiction allows a state’s courts
to exercise jurisdiction over a defendant for any purpose, wherea s specific jurisdiction
allows a state’s courts to exercise jurisdiction over a defendant only if the case is related to
his contacts in the forum. Valspar, 495 N.W.2d at 411. Here , Droel’s claims against
Turnkey do not relate to Turn key’s contacts with Minnesota. Although both the claims
and contacts arose from the attorney-client relationship established between the parties, as
noted, the relationship developed because of both parties’ interaction in Texas.
4. Interest of the State Providing a Forum
Minnesota has an interest in providing a forum for its residents who have allegedly
been wronged. Volkman, 843 N.W.2d at 797 (quotation omitted). Ho wever, the state’s
interest in providing a forum is a secondary factor and deserves less consideration than the
first three factors. Id. at 795. “[T]his interest is not a contact and cannot establish personal
jurisdiction.” Id. at 797 (quotation omitted). Here, Mi nnesota’s interest in providing a
forum does not favor the exercise of jurisdiction. Although Droel is based in Minnesota,
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it also has an office in Texas with attorneys licensed in Texas. While representing Turnkey,
Droel worked on matters that arose from events that occurred in Texas. Because Texas has
at least as great an interest in providing a forum to resolve this dispute, this factor is, at
most, neutral on the question of the exercise of personal jurisdiction.
5. Convenience of the Parties
The convenience factor is also of secondary importance. Volkman, 843 N.W.2d at
795. “Generally, a strong presumption exists in favor of a plaintiff’s choice of forum.” Id.
at 797. The Supreme Court of Minnesota has “stated that whenever minimum contacts are
present[,] jurisdiction should be exercised unless the court finds that Minnesota jurisdiction
is improper on forum non conveniens grounds.” Dent-Air, Inc. v. Beech Mountain Air
Serv., Inc., 332 N.W.2d 904, 909 (Minn. 1983). It is hard to imagine that the key witnesses
in a dispute involving the quality of legal work performed for a Texas client over a Texas
dispute will be conveniently tried in Minnesota.
Considering all five factors together, Turnkey did not have sufficient minimum
contacts with Minnesota to satisfy the cons titutional requirements for the exercise of
personal jurisdiction. Although Turnkey had over 100 contacts with Minnesota, these
contacts resulted solely from its relationship w ith Droel, which happen ed to be based in
Minnesota. There is no evid ence that Turnkey sought Droel’s representation because of
its Minnesota location or in any way benef ited from Droel’s presence in Minnesota. We
cannot say, based upon this record, that Tu rnkey purposefully availed itself of the
protections of Minnesota laws by retaining Droel. For this reason, constitutional due-
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process requirements do not allow Minnesota st ate courts to exercise jurisdiction over
Turnkey.
Affirmed.