Gopher Mats, LLC d/b/a Viking Mat Company, Cross-Appellant,

STATE OF MINNESOTA
IN COURT OF APPEALS
A24-1122

Gopher Mats, LLC d/b/a Viking Mat Company,
Cross-Appellant,

vs.

Kalesnikoff Lumber Company, Ltd.,
Appellant,
Respondent on Related Appeal,

Kalesnikoff Mass Timber, Inc.,
Respondent on Related Appeal,

Weekes Forest Products Inc.,
Respondent.

Filed January 13, 2025
Affirmed in part, reversed in part, and remanded
Frisch, Chief Judge

Hennepin County District Court
File No. 27-CV-23-1636

Andrew J. Pieper, Brea L. Khwaja, Stoel Rives LLP, Minneapolis, Minnesota (for cross -
appellant Gopher Mats, LLC)

Michelle Christensen, Daniel A. Haws, Haws-KM, P.A., St. Paul, Minnesota (for
appellant/cross-respondent Kalesnikoff Lumber Company, Ltd.)

Bradley D. Fisher, Brian D. Steffes, Fisher Bren & Sheridan, LLP, Minneapolis, Minnesota
(for respondent Weekes Forest Products Inc.)

Considered and decided by Frisch, Chief Judge; Smith, Tracy M., Judge; and
Schmidt, Judge.

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SYLLABUS
1. In assessing a motion to dismiss for lack of personal jurisdiction, a court
resolves conflicting evidence in favor of the party asserting jurisdiction.
2. A foreign corporation’s business dealings with its exclusive product
distributor in Minnesota may be relevant to assess the foreign corporation’s contacts with
Minnesota where those business dealings give rise or relate to a claim for liability
connected to that product.
OPINION
FRISCH, Chief Judge
This interlocutory appeal arises from a products-liability action regarding allegedly
defective construction products manufactured by two related Canadian corporation s. A
corporation conducting business in Minnesota acquired those allegedly defective products
directly from the Canadian corporations and from their former exclusive distributor of
those products in the United States. The purchaser sued the Canadian corporations and the
former exclusive distributor, and the former exclusive distributor brought cross -claims
against the Canadian corporations. The Canadian corporations sought dismissal for lack
of personal jurisdiction. The district court granted the motion to dismiss with respect to
the purchaser’s claims and denied the motion with respect to the former exclusive
distributor, leading to the appeals before us. Because we conclude at this procedural
juncture that the record contains evidence that the Canadian corporations have sufficient
connections to Minnesota to satisfy due process as to all of the asserted claims, we affirm
in part, reverse in part, and remand for further proceedings.
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FACTS
This matter relates to the purchase of large construction mats produced from
cross-laminated timber (CLT mats). Two Canadian companies—appellant and respondent
on related appeal Kalesnikoff Lumber Company, Ltd. (KLC ) and respondent on related
appeal Kalesnikoff Mass Timber, Inc. (KMT)—produced and sold CLT mats to two
Minnesota companies —respondent Weekes Forest Products Inc. (Weekes), and
cross-appellant Gopher Mats, LLC d/b/a Viking Mat Company (Viking). Weekes also sold
CLT mats to Viking.
Viking asserted various claims against Weekes, KLC, and KMT alleging that the
CLT mats it purchased from these companies were defective. Weekes cross-claimed
against KLC and KMT for contribution and indemnity, alleging that Weekes had purchased
the CLT mats that it sold to Viking from KLC or KMT. KLC and KMT moved to dismiss
the complaint and the cross-claims for lack of personal jurisdiction. The district court
granted the motion to dismiss with respect to Viking’s claims and Weekes’s cross-claims
against KMT but denied that motion with respect to Weekes’s cross-claims against KLC.
KLC appeals the denial of its motion to dismiss. Viking cross-appeals the district court’s
dismissal of its claims against KLC and KMT. The record contains the following
allegations and facts pertinent to jurisdiction.
In March 2019, the president of Weekes, Tom Le Vere, reached out to Ken
Kalesnikoff, president of KLC, regarding an article about KLC opening a new facility to
produce cross-laminated timber. Le Vere’s email signature block denotes a St. Paul,
Minnesota address. Le Vere congratulated Ken Kalesnikoff on the project and expressed
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interest in doing business with KLC, particularly with respect to the new production of
CLT mats. In May, Christopher Kalesnikoff, the chief operating officer of KLC, emailed
Le Vere and informed him that KLC was beginning to produce CLT mats.
On June 28, Weekes and KLC finalized a promissory note for $75,000 in
anticipation of what Ken Kalesnikoff described as the “beginning of a long and mutually
beneficial relationship.” In pertinent part, the promissory note provided for monthly
payments and granted Weekes “exclusive distribution rights to any/all C.L.T[.] Crane Mats
sold into United States of America” for “the life of the loan and/or 12 months, whichever
is longer.” The note was signed by Ken Kalesnikoff, lists Weekes’s headquarters in
Minnesota, and provided that Minnesota law governs. Weekes thereafter began purchasing
CLT mats from KLC.
On August 17, Jeff Karschnik, a Viking employee, contacted Chris Kalesnikoff
about purchasing CLT mats. Karschnik’s email signature includes a business address
located in Eden Prairie, Minnesota. Soon after, Chris Kalesnikoff contacted Weekes about
selling CLT mats directly to Viking, notwithstanding the exclusive distribution agreement.
Weekes informed Chris Kalesnikoff that it was not amenable to this direct-sale
arrangement because it would violate the exclusive distribution agreement. Chris
Kalesnikoff then directed Karschnik to buy CLT mats manufactured by Kalesnikoff
directly from Weekes and provided Karschnik with Weekes’s contact information to enable
such purchases. In November, Chris Kalesnikoff and Weekes had a similar exchange
regarding selling mats directly to Viking outside the exclusive distribution agreement.
Chris Kalesnikoff also asked if Weekes would be willing to allow a Canadian company to
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purchase mats from Kalesnikoff and then sell those products to Viking. Weekes was not
open to either arrangement.
Communication between Chris Kalesnikoff and Karschnik continued through the
end of 2019 and into 2020, and included discussions of product, pricing, and indications
that Weekes would be “open” to Kalesnikoff “moving product” if Viking had interest. On
February 18, 2020, Chris Kalesnikoff emailed Karschnik asking about how the quarter had
been, noting new products, and asking that Karschnik “[k]eep [Kalesnikoff] in mind” for
CLT mats. Chris Kalesnikoff and Karschnik exchanged emails about product availability
and price. At one point, Chris Kalesnikoff asked Karschnik about the state of business in
Karschnik’s “neck of the woods,” referring to the start of the COVID-19 pandemic.
Karschnik responded with information about Viking’s operations in Minnesota.
On Friday, March 13, Weekes informed Ken Kalesnikoff that it was terminating the
exclusive distribution provision in the promissory note. The following Monday, Chris
Kalesnikoff emailed Karschnik and informed him that the exclusivity agreement with
Weekes had ended. Chris Kalesnikoff then asked Karschnik to let him know “[i]f things
start moving for [Viking]” necessitating the purchase of additional stock. On June 5, Chris
Kalesnikoff emailed Karschnik to inquire about Viking’s product needs, but the parties did
not reach a deal at that time.
On December 21, Karschnik emailed Chris Kalesnikoff requesting a quote for the
purchase of 5,000 mats. Chris Kalesnikoff provided current stock and price of the
requested mats, but the deal again stalled. In January 2021, through several emails and
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phone calls, Chris Kalesnikoff and Karschnik reached a deal for Viking to buy 3,768 mats
directly from KMT.
The purchase was completed through a series of actions whereby Viking retriev ed
mats from KMT’s lumberyard and KMT invoiced Viking for those mats. Viking retrieved
the mats in Canada and then transported the mats to Florida, the site of a construction
project. KMT sent invoices via email from an accounting clerk whose email signature
denotes that she worked for “Kalesnikoff” to an invoicing email associated with Viking’s
parent company and, at times, to a Viking accountant in Minnesota. The invoices provide
that the product was “sold to” Viking, listed Viking’s Minnesota address, and noted that
the product was to be shipped to Florida. The invoices reflect that the mats were sold by
KMT. Viking paid the invoices through wire transfer and on some occasions, through
check to KLC. KLC then moved at least some of these payments from KLC’s bank account
to KMT’s account.
Viking also purchased 1,862 Kalesnikoff -manufactured CLT mats from Weekes.
Viking transported these mats and the mats purchased directly from KMT to its customer
in Florida. Many of the mats then began to delaminate and were eventually determined to
be unusable. Viking notified Chris Kalesnikoff and Weekes of the problems with the
product. After being informed of the extent of the delamination including photos and
inspection, Chris Kalesnikoff stated , “[W]e aren’t happy to see some of the failures that
are being experienced in Florida, and we will stay involved until the job is completed and
a resolution can be found.” Ultimately , neither Weekes nor KMT or KLC accepted
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responsibility for the failures of the CLT mats. Viking asserts that 75% of the
“Kalesnikoff-manufactured” CLT mats were unusable because of delamination.
Viking filed a complaint in Minnesota district court against KLC and Weekes ,
alleging that both companies sold defective CLT mats to Viking. Viking’s claims include
breach of implied and express warranties, promissory estoppel, and unjust enrichment.
Weekes answered and asserted cross-claims against KLC for contribution and
indemnification regarding Viking’s claims.
KLC moved to dismiss Viking’s complaint and Weekes’s cross-claims for lack of
personal jurisdiction. KLC asserted that it “does not design, manufacture, or sell CLT
mats,” and that Viking bought CLT mats from KMT and not KLC . The district court
allowed Viking to join KMT as a party, and KMT moved to dismiss for lack of personal
jurisdiction. The district court granted KLC’s motion to dismiss Viking’s claims and
KMT’s motion to dismiss Viking’s claims and Weekes’s cross-claims. The district court
denied KLC’s motion to dismiss Weekes’s cross-claim.
KLC appeals the denial of its motion to dismiss Weekes’s cross-claims for lack of
personal jurisdiction, and Viking appeals from a partial final judgment under Minn. R. Civ.
P. 54.02 on dismissal of its claims against KLC and KMT for lack of personal jurisdiction.
ISSUES
I. Did the district court err by denying KLC’s motion to dismiss Weekes’s
cross-claims for lack of specific personal jurisdiction?

II. Did the district court err by granting KLC and KMT’s motions to dismiss Viking’s
claims for lack of specific personal jurisdiction?
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ANALYSIS
KLC and KMT argue that they do not have the necessary connection to Minnesota
as the forum to satisfy due-process requirements for the exercise of specific personal
jurisdiction. Viking and Weekes argue that their business dealings with KLC and KMT as
related to the purchase and sale of CLT mats included sufficient minimum contacts with
Minnesota as the forum state and comports with fair play and substantial justice sufficient
for the exercise of specific personal jurisdiction.
Personal Jurisdiction Framework
Personal jurisdiction refers to the court’s ability to exercise control over the parties
to litigation. Leroy v. Great W. United Corp., 443 U.S. 173, 180 (1979). “The requirement
that a court have personal jurisdiction flows . . . from the Due Process Clause” of the
Fourteenth Amendment to the United States Constitution. Ins. Corp. of Ir., Ltd. v.
Compagnie des Bauxites de Guinee, 456 U.S. 694, 702 (1982). The Due Process Clause
limits a state’s ability “to exercise its coercive power by asserting jurisdiction over
[nonresident] defendants.” Bandemer v. Ford Motor Co., 931 N.W.2d 744, 749
(Minn. 2019); see also U.S. Const. amend. XIV, § 2.
The personal jurisdiction of Minnesota courts over a nonresident defendant is
governed by Minnesota’s long-arm statute, Minn. Stat. § 543.19 (2022), which “extend[s]
the personal jurisdiction of Minnesota courts as far as the Due Process Clause of the federal
constitution allows.” Valspar Corp. v. Lukken Color Corp., 495 N.W.2d 408, 410
(Minn. 1992). The long-arm statute “prevents personal jurisdiction over a nonresident
defendant if it would violate fairness and substantial justice.” Bandemer, 931 N.W.2d at
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749 (quotation omitted). In evaluating whether the exercise of personal jurisdiction is
consistent with due process such that a party may be required to defend claims in
Minnesota, we “may simply apply the federal case law” regarding personal jurisdiction.
Id. (quotation omitted); see also Rilley v. MoneyMutual, LLC, 884 N.W.2d 321, 327 (Minn.
2016).
A state may not exercise personal jurisdiction over a nonresident defendant unless
the defendant h
as “minimum contacts” with the state and maintenance of the action “does
not offend traditional notions of fair play and substantial justice.” Int’l Shoe Co. v. Wash.,
Off. of Unemployment Comp. & Placement, 326 U.S. 310, 316 (1945) (quotation omitted).
A nonresident defendant has the requisite “minimum contacts” with Minnesota if it
“purposefully availed” itself of the privilege of conducting business in Minnesota such that
it “should reasonably anticipate being haled into court there.” Burger King Corp. v.
Rudzewicz, 471 U.S. 462, 474-75 (1985) (quotations omitted). Two types of personal
jurisdiction exist: general personal jurisdiction and specific personal jurisdiction. Domtar,
Inc. v. Niagara Fire Ins., 533 N.W.2d 25, 30 (Minn. 1995).
General personal jurisdiction relates to “contacts unrelated to the litigation”
including “domicile or continuous and systematic contacts with the forum state.” Rilley,
884 N.W.2d at 327 n.7 (quotation omitted). Specific personal jurisdiction may arise when
“the defendant’s contacts with the forum state are limited, yet connected with the plaintiff’s
claim such that the claim arises out of or relates to the defendant’s contacts with the forum.”
Domtar, 533 N.W.2d at 30. The parties agree that only specific personal jurisdiction is at
issue.
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We analyze five factors in evaluating whether the exercise of specific personal
jurisdiction is consistent with the constitutional due-process guarantee: “(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 in
providing a forum; and (5) the convenience of the parties.” Bandemer, 931 N.W.2d at 749
(quotation omitted). The first three factors relate to whether a nonresident defendant has
sufficient “minimum contacts” with Minnesota, and the last two factors establish the
reasonableness of jurisdiction under the concepts of “fair play and substantial justice.”
Juelich v. Yamazaki Mazak Optonics Corp., 682 N.W.2d 565, 570 (Minn. 2004). “The
first three factors are the primary factors, with the last two deserving lesser consideration.”
Dent-Air, Inc. v. Beech Mountain Air Serv., Inc., 332 N.W.2d 904, 907 (Minn. 1983).
In determining whether minimum contacts exist, we focus on “the relationship
among the defendant, the forum, and the litigation” and consider whether the “defendant’s
suit-related conduct” creates “a substantial connection with the forum State.” Walden v.
Fiore, 571 U.S. 277, 283-84 (2014) (quotations omitted). We “look to the defendant’s
contacts with the forum State itself and not [a nonresident] defendant’s random, fortuitous,
or attenuated contacts with persons affiliated with the State or persons who reside there.”
Bandemer, 931 N.W.2d at 750 (quotations omitted). The physical presence of a
nonresident defendant in Minnesota is not required to exercise specific personal
jurisdiction. Id.
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Standard of Review
We review whether personal jurisdiction exists de novo. Id. at 749. In so doing, we
accept the factual allegations in the complaint and supporting affidavits as true. Rilley,
884 N.W.2d at 326. But if “a defendant supports [a] motion to dismiss with an affidavit,
the [party asserting jurisdiction exists] must allege specific evidence showing personal
jurisdiction beyond general statements in the pleadings.” Young v. Maciora, 940 N.W.2d
509, 514 (Minn. App. 2020) (citing Rilley, 884 N.W.2d at 334-35) , rev. denied (Minn.
May 19, 2020).
We note that our caselaw has not explicitly addressed the manner in which we are
to resolve conflicting record evidence when confronted with a challenge to the exercise of
personal jurisdiction. See Behm v. John Nuveen & Co., 555 N.W.2d 301, 305 (Minn. App.
1996) (noting that jurisdictional discovery is generally permitted but not mandated before
a court rules on a motion to dismiss and that the district court has “broad discretion” in
granting such discovery). We are mindful of our practice to “resolve any doubt in favor of
retaining jurisdiction.” Bandemer, 931 N.W.2d at 749. And federal caselaw instructs
courts assessing personal jurisdiction to resolve factual conflicts in favor of the party
asserting jurisdiction. See, e.g., M-I Drilling Fluids UK Ltd. v. Dynamic Air Ltda., 890
F.3d 995, 999 (Fed. Cir. 2018) (“[I]n the procedural posture of a motion to dismiss, a
district court must accept the uncontroverted allegations in the plaintiff’s complaint as true
and resolve any factual conflicts in the affidavits in the plaintiff ’s favor.” (quotation
omitted)); Boschetto v. Hansing, 539 F.3d 1011, 1015 (9th Cir. 2008) (noting “[c]onflicts
between the parties over statements contained in affidavits” related to personal jurisdiction
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“must be resolved in the plaintiff’s favor” (quotation omitted)); Don’t Look Media, LLC v.
Fly Victor Limited, 999 F.3d 1284, 1292 (11th Cir. 2021) (“[W]hen the complaint and
plaintiff’s affidavits conflict with the defendant’s affidavits, we draw all reasonable
inferences in favor of the plaintiff.”). And we recently addressed the circumstance where
a party challenging jurisdiction produces evidence in conflict with allegations set forth in
the pleadings, concluding that when a defendant supports its motion to dismiss for lack of
personal jurisdiction with affidavits denying facts alleged in a complaint, a plaintiff must
produce specific evidence supporting jurisdiction that must be taken as true. State by
Ellison v. HavenBrook Homes, LLC, 996 N.W.2d 12, 22 (Minn. App. 2023), rev. denied
(Minn. Jan. 16, 2024). Consistent with these principles and existing federal authority, we
therefore hold that, in assessing a motion to dismiss for lack of personal jurisdiction, a court
resolves conflicting evidence in favor of the party asserting jurisdiction. Applying this
holding, we consider whether KLC and KMT have the minimum contacts with Minnesota
related to Weekes’s cross-claims and Viking’s claims sufficient to satisfy due process.
I. Minnesota courts have specific personal jurisdiction over KLC with respect to
Weekes’s cross-claims.
KLC argues that it is not subject to jurisdiction in a Minnesota court with respect to
Weekes’s cross-claims because KLC lacks the necessary connection to Minnesota as the
forum state to satisfy due-process requirements for the exercise of personal jurisdiction.
We conclude that the exercise of jurisdiction is consistent with the due-process guarantee.
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Quantity of Contacts with Minnesota
KLC argues that it engaged in a single business transaction with Weekes and that
this lone transaction is insufficient to establish personal jurisdiction. “It is a defendant’s
contacts with the forum state that are of interest in determining if personal jurisdiction
exists, not its contacts with a resident.” Husky Constr. Inc. v. Gestion G. Thibault Inc., 983
N.W.2d 101, 108 (Minn. App. 2022) (quotation omitted), rev. denied (Minn. Mar. 14,
2023). And “it is essential in each case that there be some act by which the defendant
purposefully avails itself of the privilege of conducting activities within the forum State,
thus invoking the benefits and protections of its laws.” Hanson v. Denckla, 357 U.S. 235,
253 (1958); see also Husky, 983 N.W.2d at 108 (“Merely entering into a contract with a
forum resident does not provide the requisite contacts between a (nonresident) defendant
and the forum state.” (quotation omitted)).
No threshold number of contacts is necessary to exercise personal jurisdiction over
an out-of-state party and a “single, isolated transaction between a nonresident defendant
and a resident plaintiff can be a sufficient contact to justify exercising personal
jurisdiction.” Marquette Nat’l Bank of Minneapolis v. Norris, 270 N.W.2d 290, 295
(Minn. 1978). In such a case, it is not necessary to “artificially count[] the number of
telephone or mail exchanges required to complete the transaction”; rather, the “nature and
quality of [such] contact[s] becomes dispositive.” Id. (emphasis omitted). And we have
upheld the exercise of personal jurisdiction based on a relatively small number of
telephonic or electronic contacts about a business transaction. See, e.g., Trident Enters.
Int’l, Inc. v. Kemp & George Inc., 502 N.W.2d 411, 415-16 (Minn. App. 1993) (concluding
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that fewer than ten telephone, mail, and fax contacts that induced Minnesota company to
enter into contract were enough to establish minimum contacts); Viking Eng’g & Dev., Inc.
v. R.S.B. Enters., Inc., 608 N.W.2d 166, 168, 170 (Minn. App. 2000) (concluding that 24
phone calls, faxes, and letters, as well as signing of purchase agreement and acceptance of
check, were sufficient to establish minimum contacts), rev. denied (Minn. May 23, 2000).
The record reflects that the business relationship with Weekes was not simply, as
KLC characterizes, a one-off transaction with tenuous ties to Minnesota. The record
instead reflects that KLC participated in an ongoing, significant, and mutually beneficial
business relationship giving rise to consistent and numerous contacts with a Minnesota
company for the purchase, sale, and distribution of products in the United States. Given
this record, we are persuaded that the quantity of contacts favors the exercise of
jurisdiction.
Nature and Quality of KLC’s Contacts with Minnesota
KLC argues that the nature and quality of its contacts with Minnesota were
insignificant and therefore insufficient to satisfy due process. In considering the nature
and quality of a contact, we must determine whether a party had “fair warning” of being
sued in the forum state. TRWL Fin. Establishment v. Select Int’l, Inc., 527 N.W.2d 573,
576 (Minn. App. 1995). A party has “fair warning” of being sued in Minnesota if they
“purposefully directed” their actions to the residents of the state. Id.; see also Rilley,
884 N.W.2d at 327-28 (explaining that personal jurisdiction applies when an out-of- state
defendant “purposefully directs” their activities at the forum state (quotation omitted)).
Out-of-state defendants do so when they “purposefully ‘reach[] out beyond’ their State and
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into another by, for example, entering a contractual relationship that ‘envisioned continuing
and wide-reaching contacts’ in the forum State.” Walden, 571 U.S. at 285 (quoting Burger
King, 471 U.S. at 479-80).
The record reflects that KLC and Weekes established a close, long-term business
relationship with significant ties to Minnesota. The parties negotiated an exclusive
distribution agreement via phone and email , which included emails between KLC and
Weekes’s president, who clearly identified in his email signature that he was based in
St. Paul, Minnesota. These negotiations culminated in the agreement for Weekes to
operate as the exclusive distributor of KLC’s products in the United States. That business
transaction was reduced to writing in a promissory note and signed by Weekes in
Minnesota. And its express terms provide that Minnesota law governs. KLC anticipated
this arrangement as “the beginning of a long and mutually beneficial relationship.” Indeed,
the record reflects that the parties thereafter enjoyed a long and mutually beneficial
relationship, with Weekes making monthly payments to KLC in exchange for the
acquisition of CLT mats pursuant to what KLC understood as an ongoing distributor
relationship with a Minnesota company.
KLC suggests that we should entirely disregard its actions with respect to the
promissory note in assessing the quality and nature of its contacts with Minnesota as the
forum state. But there is no principled basis for us to do so, especially where KLC’s
business relationship with Weekes wa s governed by Minnesota law; the note was
negotiated with the president of the company who was located in Minnesota at the time of
the negotiations; KLC engaged in continuous contact with Weekes representatives located
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in Minnesota; and the governing agreement vested exclusive product-distribution rights in
Weekes as consideration. KLC’s assertion that this agreement is “wholly unrelated” to
Weekes’s eventual purchase of mats ignore s the plain language of the promissory note
which anticipated purchases between Weekes and KLC upon execution of the note.
KLC’s assertion that jurisdiction in Minnesota is somehow improper where it also
had contacts with Weekes ’s Oregon-based employees does not negate the significance of
KLC’s contacts with Minnesota- based Weekes employees. See Cambria Co. v. Disney
Worldwide Servs., Inc., 651 F. Supp. 3d 1073, 1080-81 (D. Minn. 2023) (finding personal
jurisdiction in Minnesota even though some negotiations and logistics were routed through
a Minnesota defendant’s Florida-based employee). To the contrary, the record establishes
that the quality and nature of KLC’s contacts with Minnesota -based Weekes employees
favors jurisdiction. These contacts resulted in the long-term business relationship,
including, but not limited to the exclusive distribution agreement, an informal commitment
by Weekes to accept mats weekly from KLC through 2019, direct purchases of CLT mats,
and coordination between Weekes and KLC employees. See Marshal v. Inn of Madeline
Island, 610 N.W.2d 670, 675-76 (Minn. App. 2000) (“When a defendant deliberately
engages in significant activities in a state or creates continuing obligations between itself
and residents of the state, the defendant purposefully avails itself of the protections of the
law, as required to support the exercise of personal jurisdiction under the Due Process
Clause.” (quotation omitted)). We recognize that KLC disputes Weekes’s factual
characterization of its ongoing business relationship, but, as set forth above, we resolve
factual disputes in favor of the party asserting jurisdiction at this procedural juncture. Our
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review of the parties’ relationship as a whole therefore shows that KLC “purposefully
avail[ed] itself of the privilege of conducting activities” in Minnesota and “invok[ed] the
benefits and protections of its laws” such that it “should reasonably anticipate being haled
into” Minnesota court. See Burger King, 471 U.S. at 474-75 (quotation omitted).
Finally, we emphasize that KLC’s reliance on Husky is misguided. In Husky, we
concluded that a Minnesota company that viewed an internet advertisement for equipment
owned by a Canadian company and then reached out to purchase that equipment did not
satisfy the due-process requirements for specific personal jurisdiction. 983 N.W.2d at 105.
We concluded that this single transaction initiated by a Minnesota company was
insufficient to confer jurisdiction over the Canadian company, which was otherwise a
stranger to the forum state. Id. As detailed above, that is markedly different from the
long-term, established, and ongoing business relationship between KLC and its
Minnesota-based exclusive product distributor. See Burger King, 471 U.S. at 478-79
(explaining that establishment of minimum contacts in a contract dispute requires
evaluation of “prior negotiations and contemplated future consequences, along with the
terms of the contract and the parties’ actual course of dealing”).
We conclude that the nature and quality of KLC’s contacts with Minnesota favors
jurisdiction.
Connection Between Weekes’s Cross-Claims against KLC and Minnesota
KLC argues that there is no connection between the subject matter of Weekes’s
cross-claims and Minnesota as the forum state. Specific personal jurisdiction exists when
a nonresident defendant “purposefully directed his activities at residents of the forum” and
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the action “arise[s] out of or relate[s] to those activities.” Id. at 472 (quotations omitted).
We focus on the relationship between the defendant, the forum, and the litigation. Walden,
571 U.S. at 283-84.
This case involves an ongoing business relationship between KLC and Weekes,
through which Weekes made monthly payments to KLC, and KLC sold CLT mats to
Weekes, a Minnesota company, for distribution in the United States. That relationship
ultimately led to Weekes’s sale of those mats to Viking, another Minnesota company.
These transactions form the foundation of Weekes’s claims against KLC and sufficiently
connect KLC to the cross-claims brought in Minnesota district court.
We are unpersuaded by KLC’s argument that the connection between the
cross-claims and Minnesota is undermined because KLC “was not involved in [Weekes’s]
sale of mats that were owned by [Weekes] to [Viking] in 2021 or the contracts or warranties
that [Weekes] allegedly provided in its sale s of mats to [Viking] at that time.” This
argument ignores the nature of Weekes’s cross-claims, which assert that the products it
sold to Viking were manufactured by KLC and that KLC is liable if those mats are
determined to be defective. This argument also ignores that KLC affirmatively directed a
Minnesota representative of Viking to purchase its mats from Weekes, another Minnesota
company, during the pendency of the exclusive distribution agreement. This directed
facilitation of Viking’s purchase through Weekes of allegedly defective products
manufactured by KLC illustrates the interrelated relationship between the three parties, the
claims at issue in this action, and Minnesota. We likewise construe these facts in favor of
Weekes as the party asserting jurisdiction.
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In sum, in construing the record in the light most favorable to Viking as the party
asserting jurisdiction, the first three factors in the personal-jurisd iction analysis favor the
exercise of specific personal jurisdiction because KLC has the requisite minimum contacts
with Minnesota with respect to Weekes’s cross-claims.
Minnesota’s Interest in Providing a Forum
Minnesota’s interest in providing a forum is a secondary factor that we consider in
light of our conclusion that the first three personal-jurisdiction factors satisfy due process.
Dent-Air, 322 N.W.2d at 907. This factor is concerned with the “fair play and substantial
justice” required for Minnesota to exercise personal jurisdiction over a nonresident entity.
Juelich, 682 N.W.2d at 570.
Minnesota has an interest in providing a forum for Weekes, a Minnesota company,
to address its asserted injury arising from its business relationship with KLC. See Dent-
Air, 332 N.W.2d at 908 (recognizing Minnesota’s “interest in providing a forum for its
residents who have allegedly been wronged”); C.H. Robinson Worldwide, Inc. v. FLS
Transp., Inc., 772 N.W.2d 528, 538 (Minn. App. 2009) (concluding that when a case
involves an alleged injury to a Minnesota resident, both the resident and Minnesota have
an interest in resolving the dispute here), rev. denied (Minn. Nov. 24, 2009). This factor
therefore favors jurisdiction.
Convenience of the Parties
The parties’ convenience, like Minnesota’s interest in providing a forum, is also a
secondary factor. Dent-Air, 332 N.W.2d at 907. And there is a strong presumption in favor
of the plaintiff’s choice of forum. Bergquist v. Medtronic, Inc., 379 N.W.2d 508, 511
20
(Minn. 1986). KLC contends that Minnesota is an inconvenient forum because its
employees must travel from Canada to defend the case in Minnesota, Weekes is a large
company who can manage the inconvenience of litigating elsewhere, and because the
district court dismissed Viking’s claims against KLC. But these asserted inconveniences
apply to all parties to this action, so we conclude that “convenience of the parties and
witnesses is a neutral factor in the analysis.” See Juelich, 682 N.W.2d at 576.
In sum, considering the five personal jurisdiction factors, we conclude that the
exercise of specific personal jurisdiction over KLC to adjudicate Weekes’s cross-claims is
consistent with the notion of fair play and substantial justice. See Bandemer, 931 N.W.2d
at 749.
II. Minnesota courts have specific personal jurisdiction over KLC and KMT with
respect to Viking’s claims.
KLC and KMT argue that Minnesota courts lack specific personal jurisdiction over
them related to the manufacture and sale of allegedly defective CMT mats.
As a threshold matter, Viking asserts that we should consider KLC and KMT as one
entity for purposes of determining the existence of personal jurisdiction. KLC and KMT
assert that they are separate, unrelated companies and that they cannot be considered
together in this analysis. A nonresident corporation may be subject to jurisdiction in
Minnesota because of an affiliated entity’s activities in that state if the companies are
organized and operated so that the affiliated companies are instrumentalities or alter egos
of each other. See Zimmerman v. Am. Inter-Ins. Exch., 386 N.W.2d 825, 828 (Minn. App.
1986), rev. denied (Minn. July 31, 1986); JL Schwieters Constr., Inc. v. Goldridge Constr.,
21
Inc., 788 N.W.2d 529, 536 (Minn. App. 2010) (concluding that a parent company was
subject to vicarious personal jurisdiction through its “Minnesota alter ego” company), rev.
denied (Minn. Dec. 14, 2010). In JL Schwieters, we identified a number of factors that
supported the exercise of personal jurisdiction under an alter ego theory including whether
(1) the parent conducted business through “ wholly owned,”
“closely interrelated” subsidiaries; (2) the parent and
subsidiary maintained offices in the same location; (3) . . .
directors of the subsidiary were also directors of the parent;
(4) the corporations shared a number of officers; (5) the
corporations issued consolidated financial statements and tax
returns; (6) the parent guaranteed the credit facility of the
subsidiary and funded its pension plan; (7) the parent held itself
out as having substantial control of the subsidiary and did in
fact have substantial control; and (8) the parent-subsidiary
relationship appeared to be a convenient way for the parent to
organize its own business.
JL Schwieters, 788 N.W.2d at 536 (quoting Scott v. Mego Int’l, Inc., 519 F. Supp. 1118,
1126 (D. Minn. 1981)). In light of the foregoing, and mindful of our obligation to resolve
conflicting facts in favor of Viking as the party asserting jurisdiction, we conclude that the
record shows that KMT is an alter ego of KLC for three reasons.
First, the record reflects no distinction between the operations of KMT and KLC. 1
In communicating with Viking, Chris Kalesnikoff never distinguished his role as chief

1 We note that, for purposes of the personal- jurisdiction analysis, alter-ego theories of
imputing contacts of one business entity to a related business entity have generally involved
entities with a parent and subsidiary relationship. See, e.g., JL Schwieters, 788 N.W.2d at
536 (concluding a “parent” company was subject to personal jurisdiction based on the
“subsidiary” company’s contacts with Minnesota). But our caselaw regarding the
application of alter-ego theories is not limited to or dependent on a hierarchy of the business
relationship. Based on the facts of this case, we conclude that the record at this procedural
juncture sufficiently demonstrates that KMT and KLC are sufficiently interrelated to be
alter egos of one another.
22
operating officer of KLC and his identical role and title of KMT. He made no
differentiation in his management duties or daily operations with respect to these entities.
And he never separated his role at KLC from his role at KMT. Second, Viking routinely
issued payments to KLC, rather than KMT, without objection or correction. It may be that
as a matter of course, KLC made the unilateral decision and unexplained choice to transfer
some of Viking’s payments from its bank account to KMT’s account. But the apparent
ease and routine nature of these transfers as set forth in the record suggest that the
distinctions between the two entities was a “convenient way for the parent to organize its
own business,” rather than a reflection of a wholly separate and uncontrolled entity. See
Scott, 519 F. Supp. at 1126. In viewing this evidence in the light most favorable to Viking
as the nonmoving party at this juncture, we cannot conclude that this action establishes that
the entities are distinct for purposes of the jurisdictional analysis. Cf. Curtis v. Altria Grp.,
Inc., 792 N.W.2d 836, 846-47 (Minn. App. 2010) (concluding that a plaintiff had not shown
that a subsidiary was an alter ego where the record lacked evidence that the alleged parent
company had no power to exercise control over the alleged subsidiary or its day-to-day
operations), rev’d on other grounds, 813 N.W.2d 891, 895-96 (Minn. 2012). Third, KLC
and KMT share the same registered address and the same three principal officers. See JL
Schwieters, 788 N.W.2d at 536-37 (concluding that a parent company controlled and
operated a subsidiary because, among other reasons, the companies shared the same
address and were controlled by the same principal officers). We therefore conclude that
KLC and KMT are sufficiently interrelated affiliated entities to constitute a single entity
for purposes of the jurisdictional analysis at this juncture of the litigation. See, e.g. , Scott,
23
519 F. Supp. at 1126; Curtis, 792 N.W.2d at 846-47. As such, we refer to KLC and KMT
collectively as “Kalesnikoff” in the following personal-jurisdiction analysis and analyze
the Minnesota contacts of both entities together.
Quantity of Kalesnikoff’s Contacts with Minnesota
Kalesnikoff argues that its contacts with Minnesota are insufficient to confer
jurisdiction. Viking identifies the following categories of Kalesnikoff contacts with
Minnesota: (1) the above-described circumstances related to and in the performance of
Kalesnikoff’s exclusive distribution agreement and relationship with Weekes;
(2) Kalesnikoff’s affirmative pursuit of business with Viking through Viking’s
Minnesota-based employee; (3) the business dealings and Kalesnikoff’s eventual sale of
mats to Viking through that same Minnesota-based employee; (4) the exchange of invoices
and payments related to the sale of mats, including that the mats were “sold to” Viking at
a Minnesota address; (5) communication s between Kalesnikoff and Viking accounting
staff; and (6) communication after Viking raised concerns regarding mat defects.
Kalesnikoff, differentiating between its two entities, argues we should ignore some
of the contacts identified by Viking, thus rendering the quantity of contacts insufficient to
sustain personal jurisdiction over either entity. Specifically, Kalesnikoff asserts we should
not consider (1) its relationship and promissory note with Weekes in our specific personal-
jurisdiction analysis related to Viking’s claims, or (2) the post-sale communications
between Chris Kalesnikoff and Viking about mat defects.
First, we reject Kalesnikoff’s argument that we must ignore its relationship with
Weekes in assessing the nature and quality of Kalesnikoff’s contacts with Minnesota. We
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emphasize that Kalesnikoff cited no authority from any jurisdiction standing for the
proposition that we should or must ignore these types of business dealings in determining
the existence of specific personal jurisdiction. And we see no principled basis to do so.
The record reflects that Kalesnikoff’s dealings with Viking and Weekes were not
independent. Kalesnikoff entered into an exclusive distribution agreement with Weekes to
distribute Kalesnikoff’s CLT mats in the United States. In so doing, Kalesnikoff
purposefully directed its actions to Minnesota, where Weekes was headquartered. Burger
King, 471 U.S. at 474-75 (noting that a company “should reasonably anticipate being haled
into court” when it “purposefully avail[ed] itself of the privilege of conducting activities”
in a forum state (quotation omitted)). And later, when Viking contacted Kalesnikoff about
a direct purchase of those mats, Kalesnikoff affirmatively contacted Weekes in Minnesota
seeking permission to make the direct sale to Viking. Weekes objected, and Kalesnikoff
thereafter affirmatively directed Viking in Minnesota to purchase Kalesnikoff’s CLT mats
from Weekes. Again, we recognize that Kalesnikoff disputes these factual
characterizations, but we construe conflicting evidence in favor of Viking as the party
asserting jurisdiction. And we conclude that these are not isolated, random, attenuated, or
fortuitous contacts between the three companies—they are purposeful, directed, targeted
business negotiations and transactions centered in Minnesota and implicating a contract
executed in Minnesota and governed by Minnesota law.
Thus, we hold that for purposes of determining the existence of specific personal
jurisdiction, a foreign corporation’s business dealings with its exclusive product distributor
in Minnesota may be relevant to assess the foreign corporation’s contacts with Minnesota
25
where those business dealings give rise or relate to liability connected to the product.
Accordingly, we conclude that Kalesnikoff’s relationship with Weekes as to exclusive
distribution rights and subsequent actual distribution of CLT mats to Viking are contacts
with Minnesota that warrant our consideration in determining whether Minnesota has
specific personal jurisdiction over Kalesnikoff as related to Viking’s claims.
Second, we agree with Kalesnikoff that its Minnesota contacts occurring after the
events giving rise to Viking’s claims are not properly considered in the jurisdictional
analysis. See Husky, 983 N.W.2d at 111 (“[I]n examining the sufficiency of contacts with
the forum state to determine the exercise of specific personal jurisdiction over a nonresident
defendant, we generally focus on those contacts leading up to and surrounding the accrual
of the cause of action. ”). While Viking seeks to distinguish Husky because it alleges a
collateral estoppel claim based on Kalesnikoff’s “post-sale communications,” it cites to no
authority recognizing such a distinction. We therefore do not consider Kalesnikoff’s post-
sale contacts with Viking in our personal- jurisdiction analysis. But we conclude that the
quantity of remaining contacts including Kalesnikoff’s business dealings with Weekes and
Viking, its agreement to sell CLT mats to Viking, and the series of transactions executing
this sale are a sufficient quantity of contacts between Kalesnikoff and Minnesota to favor
the exercise of jurisdiction.2

2 We note that Kalesnikoff disputes that Viking is a Minnesota company. But Viking
asserts in its complaint and by affidavit that its principal place of business is in Eden Prairie,
Minnesota, and we accept that allegation as true at this juncture.
26
Nature and Quality of Kalesnikoff’s Contacts with Minnesota
Kalesnikoff argues that because it was not the aggressor in the business relationship
with Viking, the nature and quality of contacts with Minnesota disfavors the exercise of
jurisdiction. See KSTP-FM, LLC v. Specialized Commc’ns, Inc., 602 N.W.2d 919, 924 ,
926 (Minn. App. 1999) (holding that a party who solicited and took more initiative in a
transaction had availed itself of Minnesota’s laws); Dent-Air, 332 N.W.2d at 907-08
(explaining the “aggressor” analysis but noting that “[m]ere inquiry by a prospective buyer
or seller, without more, will not sustain jurisdiction”).
Viking and Kalesnikoff both argue that the other party was the aggressor in their
business relationship. The record reflects that throughout the parties’ relationship, both
pursued business with the other. For example, Viking’s Minnesota-based employee
contacted Kalesnikoff in 2019 with interest in the company’s mat production and continued
to follow up as the parties contemplated a purchase, ultimately reaching a deal for the
purchase of mats. But in the same communications, Chris Kalesnikoff eagerly pursued a
relationship with Viking through its Minnesota-based employee, including informing him
when Kalesnikoff’s exclusive distribution agreement ended and asking that Viking “keep
[Kalesnikoff] in mind” if the company needed to source mats. We also note that the record
demonstrates Kalesnikoff’s eagerness to sell CLT mats to Viking as expressed in Chris
Kalesnikoff’s repeated attempts to gain Weekes’s approval for a direct sale that would have
otherwise violated the exclusive distribution agreement. Throughout these exchanges, the
Viking employee’s email signature reflected that he was in Minnesota and at least twice
27
discussed the climate in Minnesota in relation to the COVID-19 pandemic. We construe
these factual allegations in favor of Viking as the party asserting jurisdiction.
We conclude that both Kalesnikoff and Viking were, at times, the aggressor in the
ultimate purchase of CLT mats. And given our practice to “resolve any doubt in favor of
retaining jurisdiction,” we conclude that the aggressor analysis supports the conclusion that
the nature and quality of Kalesnikoff’s contacts with Minnesota favors the exercise of
jurisdiction. See Bandemer, 931 N.W.2d at 749.
Connection Between Viking’s Claims and Minnesota
Similar to Weekes’s cross-claims, we conclude that Viking’s claims against
Kalesnikoff “arise out of or relate to” Kalesnikoff’s contacts with Minnesota. See Burger
King, 471 U.S. at 472. The relationships and business dealings between Weekes,
Kalesnikoff, and Viking led to the sale of Kalesnikoff’s CLT mats giving rise to Viking’s
product-liability claims and are sufficiently related to those claims to satisfy due process.
And we conclude that the first three personal-jurisdiction factors establish that Kalesnikoff
had sufficient minimum contacts with Minnesota as the forum state with respect to
Viking’s claims to favor the exercise of specific personal jurisdiction.
Minnesota’s Interest in Providing a Forum
Finally, the remaining two personal-jurisdiction factors do not demonstrate that an
unfairness or injustice would result from Minnesota’s exercise of specific personal
jurisdiction over Kalesnikoff. Again, Minnesota has an interest in providing a forum for
an injured resident company. Minnesota also has an interest in avoiding “piecemeal and
fragmented litigation” or the possibility of inconsistent results associated with litigation
28
occurring in multiple jurisdictions. See Domtar, 533 N.W.2d at 34 (concluding that
“efficient resolution” of a case involving claims for contribution favored retaining personal
jurisidction over a Canadian insurance company where other claims would proceed in
Minnesota).
Convenience of the Parties
And consistent with our prior analysis, we recognize that witnesses are located
throughout North America and some inconvenience to the parties is likely regardless of
where this matter is litigated. Thus, the “convenience of the parties and witnesses is a
neutral factor in the analysis.” See Juelich, 682 N.W.2d at 575-76.
We therefore conclude that the exercise of specific personal jurisdiction over
Kalesnikoff to adjudicate Viking’s claims is consistent with the notion of fair play and
substantial justice. See Bandemer, 931 N.W.2d at 749.
DECISION
The circumstances of Kalesnikoff’s sale of CLT mats to Weekes and Viking
establish the requisite minimum contacts with Minnesota as the forum state to satisfy due
process. We hold that in assessing a motion to dismiss for lack of personal jurisdiction, a
court resolves conflicting evidence in favor of the party asserting jurisdiction. We
therefore conclude that Kalesnikoff, acting either as KLC or KMT, purposefully availed
itself of the laws and protections of Minnesota by seeking and initiating business in
Minnesota with both Weekes and Viking. And we hold that for purposes of determining
the existence of specific personal jurisdiction, a foreign corporation’s business dealings
with its exclusive product distributor in Minnesota may be relevant to assess the foreign
29
corporation’s contacts with Minnesota where those business dealings give rise or relate to
liability connected to the product. The record contains sufficient evidence to establish that
Kalesnikoff has the requisite minimum contacts with Minnesota as the forum state to
support the exercise of specific personal jurisdiction over both Weekes’s cross-claims and
Viking’s claims, and that the exercise of such jurisdiction is consistent with the notion of
fair play and substantial justice. We therefore affirm the district court’s denial of KLC’s
motion to dismiss for lack of personal jurisdiction, reverse the district court’s grant of KLC
and KMT’s motions to dismiss for lack of personal jurisdiction, and remand for further
proceedings not inconsistent with this opinion.
Affirmed in part, reversed in part, and remanded.