Timothy John Walvatne, Respondent,

This opinion is nonprecedential except as provided by
Minn. R. Civ. App. P. 136.01, subd. 1(c).

STATE OF MINNESOTA
IN COURT OF APPEALS
A25-0634

Timothy John Walvatne,
Respondent,

vs.

Urmah Arte, et al.,
Defendants,

Muhamed Begovic, et al.,
Appellants.

Filed January 20, 2026
Reversed and remanded
Bratvold, Judge

Hennepin County District Court
File No. 27-CV-24-16813

J.J. Cline, Crystal A.M. Lemmer, CJB Law, PLLC, Fergus Falls, Minnesota (for
respondent)

Jonathan A. Strauss, Alexander J. Beeby, Sapientia Law Group, PLLC, Minneapolis,
Minnesota; and

David L. LaPorte (pro hac vice), Law Office of David L. LaPorte, Flossmoor, Illinois (for
appellants)

Considered and decided by Worke, Presiding Judge; Bratvold, Judge; and Jesson,
Judge.
*

* Retired judge of the Minnesota Court of Appeals, serving by appointment pursuant to
Minn. Const. art. VI, § 10.
2
NONPRECEDENTIAL OPINION
BRATVOLD, Judge
This is an interlocutory appeal from an order denying a motion to dismiss for lack
of personal jurisdiction. The order involves respondent’s lawsuit against five appellants
and two defendants that are not challenging jurisdiction. Respondent’s complaint alleges,
among other things, that appellants, all of whom are nonresidents, negligently maintained
and operated a tractor-trailer, causing respondent’s injuries.
Appellants argue that the district court erred in denying their motion to dismiss for
two reasons: (1) they lack sufficient minimum contacts with Minnesota, and (2) the record
does not support vicarious personal jurisdiction over any of the appellants. Because the
district court did not conduct the required legal analysis and it is appropriate for the district
court to do so in the first instance, we reverse and remand for further proceedings consistent
with this opinion, including jurisdictional discovery as discussed below.
FACTS
The following summarizes the complaint along with the relevant record submitted
on the personal-jurisdiction issue.
On March 28, 2022, respondent Timothy John Walvatne was driving his pickup
truck westbound and d efendant Urmah Arte was driving a tractor-trailer rig eastbound;
both vehicles were on Interstate 94 in Maple Grove. A dual-tire wheel assembly detached
from the trailer of Arte’s tractor-trailer rig. The complaint alleges that the wheel assembly
“stayed together as one unit and bounced across the road, through the median, and into the
3
westbound lane,” penetrating the pickup truck’s roof, causing Walvatne to lose control of
the pickup, and leading to Walvatne’s severe personal injuries.
Along with naming Arte, the complaint names six others: defendant Bluestar
Services LLC and appellants Ameritrans Group LLC, Begovic Corporation (Begovic),
Premier Group LLC, Muhamed Begovic, and his brother Alaga Begovic. 1 As mentioned,
Arte and Bluestar are not challenging personal jurisdiction. Without differentiating
between the two defendants and five appellants, the complaint alleges that they “failed to
exercise reasonable care” in maintaining and operating the tractor-trailer and “allowed” it
“to be driven with an improper wheel assembly.”
The complaint also alleges facts relevant to the personal-jurisdiction issue. As to the
driver, the complaint alleges Arte is a Minnesota resident and signed an “independent
contractor lease” with Bluestar and/or Ameritrans. According to the complaint, at the time
of the accident, Arte “was acting under the direction of” or within the scope of his
employment with Bluestar and/or Ameritrans.
According to the complaint, Bluestar owned the trailer involved in the accident and
Begovic owned the tractor, which was registered to Bluestar. On the date of the accident,
Arte operated the tractor “with the permission and consent, and for the financial benefit”
of Begovic, Bluestar and/or Ameritrans. The tractor and trailer “were housed and
maintained” by Premier. Finally, the complaint alleges that (1) Muhamed owns Bluestar
and Premier, (2) Muhamed and Alaga own Begovic, and (3) Alaga owns Ameritrans.

1 For clarity, this opinion refers to Muhamed and Alaga by their first names and Begovic
Corporation as Begovic.
4
Before answering Walvatne’s complaint, a ppellants moved to dismiss under
Minnesota Rule of Civ il Procedure 12.02(b) for lack of personal jurisdiction, submitting
exhibits in addition to affidavits from Muhamed and Alaga. Walvatne opposed the motion
and alternatively moved for “an Order permitting [Walvatne] to conduct jurisdictional
discovery.” Walvatne submitted an affidavit from his attorney that attached exhibits. When
appellants filed their reply, they also submitted a second affidavit from Muhamed.
Jurisdictional Facts Related to Muhamed, Premier, Begovic, and Bluestar
Muhamed averred that he is a resident of Illinois and was last in Minnesota over 18
years ago “while performing services as a truck driver crossing through the state.” He does
not own or lease property in Minnesota.
Muhamed is the “sole member” of Bluestar, which was formed in Illinois and has
its principal place of business in Roselle, Illinois. Bluestar “conducts for-hire transportation
of property in interstate commerce pursuant to operating authority granted to it by the U.S.
Department of Transportation.” Muhamed averred that “Bluestar does not maintain any
offices or business locations in Minnesota, ” but “as an interstate trucking company
[Bluestar] makes deliveries to, from, and through Minnesota.”
Muhamed also attested that “Bluestar was operating a semi -tractor-trailer
combination through its driver” Arte at the time of the accident. Arte did not perform
services for any defendant named in Walvatne’s complaint “other than Bluestar,” and
Bluestar “owned, operated, maintained, repaired, and inspected” the trailer involved in the
accident. Bluestar also owned “the tractor that was pulling the semi-trailer from which the
wheel assembly became dislodged.” And “Bluestar purchased the tractor from Begovic ”
5
in 2021. “No defendant other than Bluestar owned, controlled, operated, maintained,
repaired, and inspected this tractor.”
In his second affidavit, Muhamed attested to facts about Bluestar in response to
Walvatne’s argument that some appellants were subject to vicarious personal jurisdiction.
Most of these facts related to financial matters: Bluestar “is solvent and is currently not in
arrears for any of its financial obligations”; had “an auto liability insurance policy with
policy limits of $1 million per occurrence” at the time of the accident; and “keeps its own
set of books and files its own tax returns separate and apart from the individual tax returns”
submitted by Muhamed. Muhamed also averred that neither he nor Alaga had loaned
money to or borrowed money from Bluestar. Muhamed receives a salary and distributions
from Bluestar, but “Alaga does not receive any money from Bluestar.” Bluestar maintains
a business account in a bank different from the one in which Muhamed and Alaga have
individual accounts, and Bluestar “follows all corporate formalities, ” including filing an
annual report with the Illinois Secretary of State. According to Muhamed’s second
affidavit, “Bluestar is not required to have meetings or maintain meeting minutes.”
In his first affidavit, Muhamed also averred that he is the “sole member” of Premier,
which was formed in Illinois. “Premier does not conduct any business other than owning
real estate in Union, Illinois.” Premier “leases [real estate] to Bluestar for truck and trailer
parking and operation of Bluestar’s maintenance and repair operation.” Muhamed averred
that Premier does not own property in Minnesota and has not conducted business in
Minnesota or performed any maintenance or repairs “on Bluestar equipment.”
6
Jurisdictional Facts Related to Alaga, Begovic, and Ameritrans
In his affidavit, Alaga averred that he is a resident of Illinois and was last in
Minnesota over 15 years ago “while performing services as a truck driver crossing through
the state.” He does not own or lease property in Minnesota. Alaga has “no ownership
interest” in Bluestar but works for Bluestar “as an Operations Manager.”
Alaga attested that he is the “sole shareholder” of Begovic—an Illinois corporation
that has its principal place of business in Roselle, Illinois. Begovic “does not have any
employees or agents other than [Alaga].” Begovic “does not maintain any offices or
business locations in Minnesota, but trucks that it owns may on occasion make deliveries
to, from, and through Minnesota.” Alaga averred that Begovic once owne d the tractor
involved in Walvatne’s accident but sold it to Bluestar in 2021.
Alaga also attested that he is the “sole member” of Ameritrans, which was formed
in Illinois and has its principal place of business in Roselle, Illinois. “Ameritrans is licensed
and authorized by the U.S. Department of Transportation to haul freight for-hire in
interstate commerce.” “Ameritrans does not maintain any offices or business locations in
Minnesota” but owns “trucks” that “may on occasion make deliveries to, from, and through
Minnesota.” Alaga attested that “Ameritrans did not own, control, operate, maintain, repair,
or inspect any of the equipment or vehicles involved” in Walvatne’s accident.
Additional Jurisdictional Facts About Bluestar, Begovic, and Ameritrans
In an affidavit, Walvatne’s attorney attested that attached exhibits were copies of
“title and registration history” of tractors and trailers “currently titled and/or registered by”
Begovic, “currently titled by [Begovic] and registered by [Bluestar],” and “currently titled
7
and/or registered by” Bluestar. 2 The exhibits include the title and registration history for
the tractor and the trailer involved in Walvatne’s accident and show that, at the time of the
accident, the tractor w as titled to Begovic and registered to Bluestar and the trailer was
titled to Bluestar with no registrant listed.
Walvatne’s exhibits also include information from the Federal Motor Carrier Safety
Administration (FMCSA) website on motor carriers’ licensing and insurance. Begovic’s
webpage on the FMCSA website shows its broker authority as “inactive” as of January 23,
2025.3 But Begovic’s “Company Snapshot” webpage from the FMSCA’s Safety and
Fitness Electronic Records (SAFER) website shows “Entity Type: Broker” and “USDOT
Status: Active” as of January 3, 2025.4
Ameritrans’s webpage on the FMCSA website shows its contract-type authority as
“active” and its broker -type authority as “inactive” as of January 2, 2025. Ameritrans’s
webpage from the website “CarrierSource” shows “MCS-150 Mileage” from 2020 and

2 Each document included in the exhibits relates to one vehicle, states the name and address
of one or more “title holder” and “registrant” by date, and lists the “vehicle type” as either
“truck,” “heavy truck,” or “commercial trailer.”

3 The FMCSA website defines a broker as an “individual, partnership, or corporation that
receives payment for arranging the transportation of property . . . . A Broker does not
assume responsibility for the property and never takes possession of it.” Types of Operating
Authority, Fed. Motor Carrier Safety Admin. (Apr. 19, 2024),
https://www.fmscsa.dot.gov/registration/types-operating-authority
[https://perma.cc/Z73N-JTG5].

4 The SAFER system is a service within the FMCSA website. On SAFER, the company
snapshot webpage “is a concise electronic record of a company’s identification, size,
commodity information, and safety record.” Company Snapshot, Fed. Motor Carrier Safety
Admin., https://safer.fmcsa.dot.gov/CompanySnapshot.aspx [https://perma.cc/ZNH2-
3RES].
8
“Fleet Details” showing two leased tractors and two leased trailers.5 Bluestar’s “Company
Snapshot” webpage from the FMSCA’s SAFER website shows “Entity Type: Carrier” and
“USDOT Status: Active” as well as 10,342,000 miles traveled in 2023.
Walvatne also submitted the “Lease Purchase/Independent Contractor Agreement”
between Arte and Bluestar, signed by Muhamed, for the tractor involved in the accident;
an affidavit of service on Begovic of the summons and complaint, which stated that they
were delivered to Muhamed, a “Reg. Agent who identified themselves as Begovic’s
corporate officer”; a copy of the “Overview” from the Dun & Bradstreet webpage for
Begovic listing Muhamed as a “key principal”; and copies of the “internet webpage[s]” for
Bluestar and Ameritrans, which appear to be printouts of the websites’ home, “about us,”
and “services” pages.
District Court’s Decision
After a hearing, the district court denied appellants’ motion to dismiss for lack of
personal jurisdiction. In its written order and memorandum, the district court appeared to
conclude that Minnesota has specific personal jurisdiction over Begovic and appeared to
rely on Walvatne’s argument that Begovic held title to the tractor involved in the accident,
despite the bill of sale to Bluestar.
As for the remaining four appellants, the district court cited jurisdictional facts
offered by Walvatne to determine whether veil-piercing or vicarious personal jurisdiction
is appropriate. First, the district court agreed with Walvatne that “the interdependence of

5 Walvatne does not provide any other information about the CarrierSource website.
9
these companies is clear, significant, and warrants further scrutiny” and that “there is
sufficient evidence to proceed.” Second, the district court determined that “there are
unclear lines of ownership and responsibility between the parties regarding the cause of the
accident.” The district court concluded that “distinguishing and dismissing Defendants
from this action at this point would be premature” and that Walvatne “has adequately
demonstrated the necessity to pierce the corporate veil and retain all Defendants in this
action at this time.”
This appeal follows.
DECISION
Personal jurisdiction “refers to a court’s power to exercise control over the parties.”
Rued v. Comm’r of Hum. Servs., 13 N.W.3d 42, 46 (Minn. 2024). Appellate courts review
personal jurisdiction de novo. Rilley v. MoneyMutual, LLC, 884 N.W.2d 321, 326 (Minn.
2016). To overcome a motion to dismiss for lack of personal jurisdiction, the plaintiff must
make “a prima facie showing of personal jurisdiction.” Id. “The allegations of the
complaint, together with any supporting evidence, must be viewed as true for purposes of
determining whether [a] plaintiff has made a prima facie showing of personal jurisdiction.”
V.H. v. Est. of Birnbaum, 543 N.W.2d 649, 653 (Minn. 1996).
If defendants support their motion to dismiss with affidavits that dispute the facts
alleged in the complaint, the plaintiff “cannot rely on general statements for a prima facie
showing of personal jurisdiction —rather, specific evidence must be alleged.” Rilley ,
884 N.W.2d at 334-35. When it is a close call, appellate courts “resolve any doubt in favor
10
of retaining jurisdiction.” Bandemer v. Ford Motor Co., 931 N.W.2d 744, 749 (Minn.
2019), aff’d, Ford Motor Co. v. Mont. Eighth Jud. Dist. Ct., 592 U.S. 351 (2021).
Appellants are not residents of Minnesota. Minnesota’s long-arm statute governs its
exercise of personal jurisdiction over nonresident defendants. Minn. Stat. § 543.19, subd. 1
(2024). The long-arm statute extends as far as the Due Process Clause of the Fourteenth
Amendment to the United States Constitution allows. Rilley, 884 N.W.2d at 327. Under
the Due Process Clause, a state court cannot exercise personal jurisdiction over a
nonresident defendant “unless that defendant has minimum contacts with the state and
maintaining the lawsuit does not offend traditional notions of fair play and substantial
justice.” Id. (quotations omitted). Caselaw recognizes two types of personal jurisdiction—
general and specific— which we discuss in turn.
I. General Personal Jurisdiction

A court may exercise general personal jurisdiction over a nonresident defendant
when the “defendant’s contacts with the forum state are so substantial and are of such a
nature (continuous and systematic) that the state may assert jurisdiction over the defendant
even for causes of action unrelated to the defendant’s contacts with the forum state.”
Juelich v. Yamazaki Mazak Optonics Corp., 682 N.W.2d 565, 570 n.3 (Minn. 2004).
In their motion to dismiss filed in the district court, appellants argued that Minnesota
lacks general personal jurisdiction over each appellant because no appellant “owns or
leases property in Minnesota, has offices or locations in Minnesota, or purposefully directs
activities toward Minnesota or its residents” and therefore no appellant has “continuous
11
and systematic contacts” with Minnesota. Walvatne responded that Alaga and Muhamed
are subject to general personal jurisdiction.
In their brief filed with this court, appellants contend that the district court upheld
general personal jurisdiction over “all Appellants based on Bluestar’s contract with Arte.”
Walvatne counters that, “[a]t a minimum, Minnesota has general personal jurisdiction over
Ameritrans by virtue of Ameritrans purposefully availing itself of the benefits and
protections” of the state. Walvatne also argues that Ameritrans’s activities in Minnesota
“would establish general jurisdiction for Alaga” and that Muhamed “affirmatively
consented to general jurisdiction in Minnesota by entering into a Lease
Purchase/Independent Contractor Agreement ” with Arte on behalf of Bluestar. At oral
argument before this court, both parties suggested that the district court had concluded that
Minnesota had general personal jurisdiction over Muhamed.
First, we do not read the district court’s decision as broadly as do the parties. The
district court’s order included a written memorandum discussing Walvatne’s argument that
Muhamed “affirmatively consented to general jurisdiction in Minnesota” by entering into
a lease with Arte on behalf of Bluestar. But the district court did not mention general
personal jurisdiction in any of its legal conclusions. The district court instead stated that “it
would not be inappropriate to attribute vicarious liability for the accident, and therefore
personal jurisdiction” to Muhamed, “due to piercing the corporate veil.” We understand
the district court’s decision as to Muhamed to rely on vicarious personal jurisdiction, which
we discuss below.
12
In short, the parties’ positions as to which appellants are subject to general personal
jurisdiction appear to have shifted on appeal. Appellate courts generally decline to consider
new theories on appeal. Sec. Bank of Pine Island v. Holst, 215 N.W.2d 61, 62 (Minn. 1974)
(declining to consider an appellant’s theory because “a party cannot for the first time on
appeal shift his position” (quotation omitted)). Given that the district court did not rely on
Minnesota’s general personal jurisdiction over any appellant to deny appellants’ motion to
dismiss, we decline to address the issue. Hoyt Inv. Co. v. Bloomington Com. & Trade Ctr.
Assocs., 418 N.W.2d 173, 175 (Minn. 1988) (“[A]n undecided question is not usually
amenable to appellate review.”). Because we are remanding this case for other reasons, we
acknowledge that the district court may decide to revisit general personal jurisdiction over
any appellant on remand.
II. Specific Personal Jurisdiction
A court may exercise specific personal jurisdiction over a nonresident defendant “if
the defendant purposefully avails itself of the privileges, benefits, and protections of the
forum state, such that the defendant should reasonably anticipate being haled into court
there.” Bandemer, 931 N.W.2d at 749-50 (quotations omitted). “Specific personal
jurisdiction exists 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.” Juelich , 682 N.W.2d at 570 n.3. Minnesota courts
use five factors to assess whether exercising personal jurisdiction is consistent with due
process: “(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
13
of the state providing a forum; and (5) the convenience of the parties.” Rilley, 884 N.W.2d
at 328 (quotation omitted).
The district court’s memorandum recites the five-factor test but includes no findings
or discussion of any of the factors for any of the five appellants. The district court reasoned
that “no evidence” suggests that Arte “was driving the truck in Minnesota for any reason
other than at the direction of, and within the scope of his employment with, Defendants.”
While the district court did not clarify which of the defendants it deemed to be Arte’s
employer, it appears that the district court was referring to Bluestar, the owner of the trailer,
and possibly Begovic, the owner of the tractor. Bluestar is not challenging personal
jurisdiction. As to Begovic, the district court concluded that “it is reasonable to impose
specific personal jurisdiction on [Begovic ], stemming from its alleged ownership” of the
tractor involved in the accident. But the district court did not find that Begovic was Arte’s
employer. And the district court does not discuss appellants’ evidence that Arte “never
performed services for any other defendant in this case other than Bluestar.”
Appellants ask us to reverse the district court’s decision as to Begovic, arguing that
“merely owning a vehicle involved in an accident while in the possession and control of
another is insufficient, without more, to confer specific jurisdiction over the vehicle
owner.”6 Appellants add that Walvatne alleged no facts “from which it could reasonably

6 In district court and on appeal, appellants rely on Grandstaff v. Hiner Equip., L.L.C., a
federal district court decision in which the court determined that “[m]erely retaining title
to a trailer that was drawn through [the forum state] solely at the direction of a third party,
without more, is insufficient to establish personal jurisdiction under notions of fair play
and substantial justice.” 56 F. Supp. 3d 1003, 1012 (S.D. Iowa 2014). The district court
here distinguished the nonresident defendant in Grandstaff from Begovic, reasoning that
14
be inferred that Begovic . . . hired, trained, compensated, directed, dispatched, supervised,
managed, or controlled Arte.”
As mentioned, the district court concluded that Minnesota has specific personal
jurisdiction over Begovic but did not apply the five-factor test with reference to Begovic.
Because the district court did not conduct the required legal analysis and it is appropriate
for the district court to do so in the first instance, we reverse and remand the
specific-personal-jurisdiction issue as to Begovic. Cf. Shamrock Dev. v. Smith, 754 N.W.2d
377, 385 (Minn. 2008) (reversing and remanding an appellant’s motion to dismiss for lack
of personal jurisdiction based on service of process where “the district court did not make
the necessary factual findings”).
Because it may be helpful on remand, we briefly discuss appellants ’ second basis
for urging reversal of the district court’s conclusion that Begovic is subject to specific
personal jurisdiction in Minnesota. Appellants contend that “this cause of action does not
arise from Begovic’s owning the tractor or its operation in Minnesota. This cause of action
arises from a wheel assembly becoming dislodged from a Bluestar-owned trailer.”
Begovic’s ownership of a tractor operated in Minnesota is a contact with the state
that may be considered under the five -factor test. Whether the tractor caused the accident

the defendant in Grandstaff leased the truck to a third party, who drove it at the time of the
accident that led to the lawsuit. In contrast, according to the district court, Walvatne’s
“cause of action originates from a truck being driven in Minnesota specifically due to
Defendants’ . . . business.” While the district court does not specif y to which defendant it
refers, we understand the finding in context to refer to Begovic. It is unclear, however, how
the district court’s analysis fits into the five-factor test that governs specific personal
jurisdiction. Because we are remanding this case, the district court may choose to clarify
its analysis on this point.
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may affect how the district court analyzes this contact under the second and third factors—
“the nature and quality of those contacts” and “the connection of the cause of action with
these contacts.” Rilley, 884 N.W.2d at 328 (quotation omitted). But it does not dictate
whether the district court considers this contact in the personal-jurisdiction analysis. See
Burger King Corp. v. Rudzewicz, 471 U.S. 462, 476 (1985) (stating that “territorial
presence frequently will enhance a potential defendant’s affiliation with a State and
reinforce the foreseeability of suit there”).
For the reasons stated, we reverse and remand for the district court to apply to
Begovic the five-factor test for specific personal jurisdiction as explained in Rilley.
III. Vicarious Personal Jurisdiction
The district court agreed with Walvatne’s assertion that “the interdependence of
these companies [Bluestar, Premier, Ameritrans, and Begovic] is clear, significant and
warrants further scrutiny.” The district court concluded that Walvatne “has adequately
demonstrated the necessity to pierce the corporate veil and retain all [appellants] in this
action . . . . This asserts personal jurisdiction over the moving [appellants].”
7
Appellants argue that the district court “here failed to individually assess each
Appellant’s contacts with the forum or explain how each Appellant has, based on [their]

7 The district court’s reference to piercing the corporate veil is unclear. “Piercing the
corporate veil is an equitable remedy that may be applied in order to avoid an injustice,”
and a “court may pierce the corporate veil to hold a party liable for the acts of a corporate
entity if . . . the party is the alter ego of the entity.” Equity Tr. Co. Custodian v. Cole, 766
N.W.2d 334, 339 (Minn. App. 2009); see Minn. Stat. § 322C.0304, subd. 3 (2024) (“[T]he
case law that states the conditions and circumstances under which the corporate veil of a
corporation may be pierced under Minnesota law also applies to limited liability
companies.”).
16
own separate conduct, subjected themselves” to personal jurisdiction in Minnesota.
Walvatne urges us to affirm the district court, arguing that vicarious personal jurisdiction
applies to Muhamed, Alaga, Begovic, Premier, and Ameritrans based on alter-ego
relationships among appellants and Bluestar.
Alter-ego relationships have been used to determine vicarious personal jurisdiction
over nonresident defendants. “A nonresident corporation may be subject to [vicarious
personal] 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.” Gopher Mats, LLC v. Kalesnikoff Lumber
Co., 16 N.W.3d 807, 823 (Minn. App. 2025), rev. denied (Minn. May 13, 2025); see JL
Schwieters Constr., Inc. v. Goldridge Constr., Inc., 788 N.W.2d 529, 536-37 (Minn. App.
2010) (using the term “vicarious personal jurisdiction” to describe jurisdiction over a
parent company based on the Minnesota contacts of a “completely controlled” subsidiary
LLC), rev. denied (Minn. Dec. 14, 2010).
A district court may consider any defendant’s alter-ego relationship with another
defendant as a “threshold matter” before applying the five -factor test outlined in Rilley .
Gopher Mats, 16 N.W.3d at 82 3-24. If defendants are alter egos, courts “analyze the
Minnesota contacts of both [defendants] together.” Id. at 824. We acknowledge that the
due-process requirements outlined above “must be met as to each defendant over whom a
state court exercises jurisdiction” and that “aggregating their forum contacts” to evaluate
personal jurisdiction is otherwise “plainly unconstitutional.” Rush v. Savchuk, 444 U.S.
320, 331-32 (1980). Therefore, Walvatne’s prima facie case for vicarious personal
17
jurisdiction must separately establish the alter-ego relationship between defendants before
their contacts can be considered together in a jurisdictional analysis.
The Minnesota Supreme Court has not addressed Minnesota’s exercise of personal
jurisdiction over a defendant based on alter-ego relationships. But this court has relied on
persuasive federal caselaw to articulate the factors relevant to determining vicarious
personal jurisdiction. See JL Schwieters, 788 N.W.2d at 535-36 (analyzing vicarious
personal jurisdiction and applying factors discussed in Lakota Girl Scout Council, Inc. v.
Havey Fund-Raising Mgmt., Inc., 519 F.2d 634 (8th Cir. 1975), and Scott v. Mego Int’l,
Inc., 519 F. Supp. 1118 (D. Minn. 1981)); Gopher Mats, 16 N.W.3d at 823-24 (applying
Scott in a vicarious-personal-jurisdiction analysis).
For example, this court has cited and applied Lakota Girl Scout Council, in which
the Eighth Circuit held that a nonresident defendant who is the dominant shareholder of a
corporate defendant may be subject to personal jurisdiction in the forum if the facts show
that the nonresident defendant is the alter ego of the corporat e defendant. 519 F.2d at
637-38 (“[I]f the corporation is Havey’s alter ego, its contacts are his and due process is
satisfied.”). The Eighth Circuit approved the district court’s application of six factors to
assess an alter-ego relationship:
(1) the corporation is undercapitalized, (2) without separate
books, (3) its finances are not kept separate from individual
finances, individual obligations are paid by the corporation,
(4) the corporation is used to promote fraud or illegality,
(5) corporate formalities are not followed or (6) the
corporation is merely a sham.
Id. at 638.
18
This court has also cited and applied Scott, a federal district court decision that
upheld personal jurisdiction over a nonresident parent corporation based on its subsidiary’s
contacts with Minnesota. Scott, 519 F. Supp. at 1126. Scott articulated factors much like
those used in Lakota Girl Scout Council to determine whether the parent and its subsidiary
had an alter-ego relationship:
(1) the parent conducted business through “wholly owned,”
“closely interrelated” subsidiaries; (2) the parent and
subsidiary maintained offices in the same location; (3) both
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 business.

Id.
Both the Lakota Girl Scout Council and Scott factors may be relevant to determine
vicarious personal jurisdiction over a nonresident defendant depending on the
circumstances, including whether one defendant is an individual or both defendants are
business entities. See JL Schwieters, 788 N.W.2d at 535-36 (citing the factors discussed in
Lakota Girl Scout Council and Scott in analyzing vicarious jurisdiction over a nonresident
LLC). All factors need not be satisfied to determine that an alter -ego relationship exists.
See Gopher Mats, 16 N.W.3d at 824 (concluding that two defendants were “sufficiently
interrelated affiliated entities to constitute a single entity for purposes of the jurisdictional
analysis” based on three of the eight factors from Scott). Neither list is exhaustive, and the
19
existence of an alter-ego relationship is a fact determination. See, e.g., id. (conducting a
fact-specific analysis to conclude that an alter-ego relationship existed between two
defendants).
To analyze vicarious personal jurisdiction, a district court first considers whether
any defendants are “sufficiently interrelated” such that they may be alter egos or “constitute
a single entity.” Id. Next, the district court applies the five-factor test to each defendant,
treating alter egos as a single defendant and “analyz[ing] the Minnesota contacts of both
[alter-ego defendants] together.” Id. at 824-27.
This court’s analysis in Gopher Mats offers a helpful illustration, as it reversed a
district court’s order dismissing two nonresident defendants for lack of personal
jurisdiction. Id. at 827-28. This court concluded that the two nonresident defendant entities
were “sufficiently interrelated to be alter egos of one another” and analyzed their
Minnesota contacts together, relying on these facts: (1) the chief operating officer was the
same for both entities and “never distinguished his role” and “made no differentiation in
his management duties or daily operations with respect to these entities”; (2) one of the
two entities accepted payments owed to the other “without objection or correction”; and
(3) the two entities “share the same registered address and the same three principal
officers.” Id. at 824-27 & n.1.
Similarly, in JL Schwieters, this court determined that a nonresident defendant LLP
was subject to personal jurisdiction based on its alter-ego relationship with its subsidiary
LLC that was doing business in Minnesota. 788 N.W.2d at 532, 535-36. In concluding that
the two entities were alter egos, this court cited these facts: (1) the LLP “was the sole owner
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of [the subsidiary] LLC”; (2) the companies shared a single business address; (3) the LLP
“guaranteed the debt that secured [the subsidiary LLC’s] mortgage”; and (4) the LLP
appeared to have “exerted substantial control” over the subsidiary LLC. Id. at 536.
In contrast, this court in Curtis v. Altria Gr oup, Inc., reversed the district court’s
decision that Altria, a nonresident holding company, was subject to personal jurisdiction
in Minnesota based on its “extensive control” over the tobacco company Philip Morris.
792 N.W.2d 836, 843 n.3, 845-48 (Minn. App. 2010), rev’d on other grounds, 813 N.W.2d
891 (Minn. 2012). This court reasoned that “[t]he only evidence that [plaintiffs] have cited
of Altria’s control over Philip Morris is” testimony from Altria’s CEO in a past proceeding
that “he has the power to make a decision about what Philip Morris will say regarding
smoking and health. ” Id. at 847-48. This court described such evidence as “ordinary
supervision of a subsidiary by a parent corporation,” which “is not sufficient to extend
personal jurisdiction over the subsidiary to the parent.” Id. at 847.
The district court’s order deciding that Minnesota has vicarious personal jurisdiction
over Muhamed, Alaga, Begovic, Premier, and Ameritrans does not address the factors set
out in relevant caselaw. The district court instead relies on a veil-piercing theory to “assert[]
personal jurisdiction over the moving Defendants.” 8 The veil-piercing factors are similar

8 The district court cites Victoria Elevator Co. of Minneapolis v. Meriden Grain Co. ,
283 N.W.2d 509, 512 (Minn. 1979). As applied in Victoria Elevator, veil-piercing
establishes liability, not personal jurisdiction. 283 N.W.2d at 512-13. But because
veil-piercing and vicarious personal jurisdiction involve determining alter -ego
relationships, the Victoria Elevator test may be persuasive by analogy. We stress, however,
that veil-piercing tests are merely persuasive in a jurisdictional analysis and should be
applied only when they help determine, under the facts of the case, whether there is an
alter-ego relationship between two parties.
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to the vicarious-personal-jurisdiction factors. And, when the district court’s memorandum
is considered in its full context, we understand it to conclude that Minnesota has vicarious
personal jurisdiction over Muhamed, Alaga, Begovic, Premier, and Ameritrans.
But the district court’s order does not state which factors supported its decision as
to any of the appellants, nor does it discuss the jurisdictional evidence about either
Muhamed or Alaga. Walvatne urges us nonetheless to affirm the district court’s decision,
and we discuss his arguments in turn.
First, Walvatne argues that the record allows this court to conclude that Bluestar is
Muhamed’s alter ego, but we are not persuaded. This court is not a fact-finder, and the
district court did not make this finding. See Kucera v. Kucera, 146 N.W.2d 181, 183 (Minn.
1966) (“It is not within the province of [appellate courts] to determine issues of fact on
appeal.”). Muhamed attested that Bluestar “keeps its own set of books,” “files its own tax
returns,” and “follows all corporate formalities.” Therefore, Walvatne must provide some
evidence of Bluestar’s failure to follow corporate formalities and maintain corporate
records, which he has not. See Rilley, 884 N.W.2d at 334- 35 (requiring a plaintiff to
produce specific evidence to support jurisdiction when the defendant’s motion to dismiss
is supported by affidavits). Below, we discuss Walvatne’s motion for additional
jurisdictional discovery.
9

9 We specifically reject Walvatne’s argument that the absence of “other officers and
directors” is a relevant factor because Bluestar is a single- member LLC without other
officers. And Walvatne’s claim that Bluestar is a façade for Muhamed’s personal dealings
is not tied to any evidence and is therefore not sufficient to establish a prima facie case
given that appellants have submitted contrary evidence.
22
Second, Walvatne argues that the record allows this court to conclude that
Ameritrans is Alaga’s alter ego. We reject that argument for the reasons already discussed
in the preceding paragraph. Even assuming that Alaga and Ameritrans are alter egos, Alaga
would not be subject to vicarious personal jurisdiction unless further evidence on remand
establishes that Minnesota has personal jurisdiction over Ameritrans under the five-factor
test set out in Rilley.
Third, we reject Walvatne’s implicit argument that we should defer to the district
court’s legal conclusion that Begovic, Ameritrans, and Premier are subject to vicarious
personal jurisdiction in Minnesota. Our review of personal jurisdiction is de novo. Id. at
326. The district court’s memorandum did not state findings as to which veil-piercing
factors were established as to Begovic, Ameritrans, or Premier. Instead, the district court
summarized facts about business activities and relationships, such as, “Ameritrans has not
reported any mileage since 2020,” which “raises several questions about how Ameritrans
is conducting business or making a profit.” The district court found that the record shows
“instances of transferring ownership of the trucks between [Begovic] and [Bluestar]” and
noted that Begovic and Premier share a corporate address that “is also the address from
which both . . . Ameritrans and Bluestar’s trucks are dispatched.” Finally, the district court
found that evidence shows that “one of the trailers currently titled to . . . Bluestar was
previously titled to . . . Premier, contradicting . . . Muhamed’s claim that Premier only
dealt with real estate.” The district court concluded, “Based on these examples and
others . . . there is sufficient evidence to proceed with . . . piercing the corporate veil.”
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The district court’s summary of the evidence fails to identify the relevant contacts
between Arte or Bluestar and any appellant separately. See Rush, 444 U.S. at 331-32. For
example, the district court points out that Begovic and Bluestar transferred vehicles
between them. We are aware of no caselaw establishing that evidence of sales between an
LLC and a corporation, without more, demonstrates an alter-ego relationship.
We recognize that the district court credited Walvatne’s allegations, first stated in
his memorandum in opposition to appellants’ motion to dismiss, that Begovic’s attempted
sale of the tractor involved in Walvatne’s accident showed “numerous shortcomings in
following proper procedure for formalizing the alleged sale.” Walvatne reiterates this
argument on appeal. But neither the district court’s memorandum nor Walvatne identifies
record evidence that this transfer (or any other transfer of vehicles) between Begovic and
Bluestar reveals a lack of formalities and therefore establishes an alter-ego relationship.10
Even assuming that the sale of the tractor demonstrated a lack of formalities between
Begovic and Bluestar, a single transfer of a vehicle would not establish that Begovic and
Bluestar are alter egos. Cf. Gopher Mats, 16 N.W.3d at 824 (reasoning that “routine” and
“unexplained” bank transfers between two entities showed an alter-ego relationship). This
leaves only Begovic ' and Bluestar’s shared address as evidence suggesting an alter- ego
relationship. While the shared address is relevant, it is not sufficient. Cf. id. (relying on a
shared address and two additional factors to show an alter-ego relationship); see also
Curtis, 792 N.W.2d at 847-48 (finding a single, “ordinary” aspect of a business relationship

10 In his brief to this court, Walvatne cites to “Docs 31-37,” which include all his affidavit
exhibits. None of the exhibits, however, appear to relate to this allegation.
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insufficient to show an alter-ego relationship between two defendants). Thus, we cannot
determine whether the record supports the district court’s conclusion that all appellants are
subject to vicarious personal jurisdiction.
Because the district court did not conduct the required legal analysis of vicarious
personal jurisdiction as to each appellant and it is appropriate for the district court to do so
in the first instance, we reverse and remand for further findings. Cf. Shamrock, 754 N.W.2d
at 385. On remand, the district court should separately analyze the appellants’ relationships
under the factors recognized in JL Schwieters and Gopher Mats, determining whether any
defendants are alter egos for purposes of vicarious personal jurisdiction. Next, the district
court should analyze each appellant’s contacts with Minnesota under the five-factor
jurisdictional test described in Rilley. The district court may treat alter-ego defendants as a
single entity and consider their contacts together under the five-factor test. Bluestar did not
challenge personal jurisdiction. As a result, an appellant’s alter-ego relationship with
Bluestar could support personal jurisdiction, making the five-factor analysis unnecessary.
IV. Jurisdictional Discovery
On appeal, Walvatne requests that, if we do not affirm the district court’s order, we
remand so that he “may conduct jurisdictional discovery.” Appellants reply that Walvatne
“waived his right to jurisdictional discovery by inviting the district court to rule on
Appellants’ Motion to Dismiss without ordering jurisdictional discovery” and that
Walvatne “cannot now ask the Court to remand for jurisdictional discovery.”
The district court did not address Walvatne’s motion for jurisdictional discovery.
Appellants ask us to decline to consider the issue on appeal, relying on Northwest Airlines,
25
Inc. v. Friday, in which this court declined to remand for jurisdictional discovery because
the district court “did not consider or decide” the issue. 617 N.W.2d 590, 595 (Minn. App.
2000). We are not persuaded for two reasons. First, the request for jurisdictional discovery
in Northwest Airlines was “only raised . . . in a footnote.” Id. Walvatne filed a motion.
Second, in Northwest Airlines, the district court granted the defendant’s motion to dismiss
for lack of personal jurisdiction. Id. at 592. Here, the district court denied the motion to
dismiss, and it therefore implicitly concluded that jurisdictional discovery was
unnecessary.
Still, we also decline to decide whether Walvatne waived jurisdictional discovery
during the hearing on appellants’ motion. Because we are otherwise remanding this case,
the district court may consider Walvatne’s motion for jurisdictional discovery on remand
and determine whether Walvatne waived his request.
In sum, because the district court failed to conduct the required legal analysis for
specific or vicarious personal jurisdiction and it is appropriate for the district court to do
so in the first instance, we reverse and remand appellants’ motion to dismiss for lack of
personal jurisdiction as well as Walvatne’s motion for jurisdictional discovery. The district
court may reopen the record and revisit general personal jurisdiction in its discretion. In
particular, we remand (1) whether Begovic is subject to specific personal jurisdiction in
Minnesota and (2) whether Ameritrans, Premier, Muhamed, and Alaga are subject to
vicarious personal jurisdiction in Minnesota. In the alternative, the district court may
determine whether Begovic is subject to vicarious personal jurisdiction in Minnesota.
Reversed and remanded.