from the United States District Court for the District of
Colorado (D.C. No. 1:16-CV-00046-JLK)
Michael L. Poindexter, The Law Offices of Michael L.
Poindexter, Golden, Colorado, for Plaintiff-Appellant.
E. Waldrop, Jr., Armbrecht Jackson LLP, Mobile, Alabama
(Sherri R. Ginger and Benjamin Y. Ford, Armbrecht Jackson
LLP, Mobile, Alabama; and Theresa R. Warden and Jennifer L.
Parker, Wheeler Trigg O'Donnell, Denver, Colorado, on the
brief), for Defendant-Appellee.
MATHESON, McKAY, and McHUGH, Circuit Judges.
MATHESON, CIRCUIT JUDGE.
appeal addresses whether the federal district court in
Colorado may exercise specific personal jurisdiction over
out-of-state defendant Continental Motors, Inc., a
manufacturer of airplane engines, based upon its contacts
with Colorado through its website. Continental Motors'
website allows airplane repair businesses known as fixed-base
operators ("FBOs") to obtain unlimited access to
its online service manuals in exchange for an annual fee.
Arapahoe Aero, a Colorado-based FBO participating in the
program, accessed and consulted the manuals in servicing an
airplane that contained engine components manufactured by
Continental Motors. The airplane later crashed in Idaho on a
flight from Colorado.
the crash, Old Republic Insurance Company, the airplane's
insurer, paid the owner for the property loss and filed a
subrogation action against Continental Motors in Colorado
federal district court, seeking reimbursement. Old Republic
alleged that Continental Motors' online service manuals
and bulletins contained defective information, thereby
causing the crash. Continental Motors moved to dismiss the
lawsuit for lack of personal jurisdiction, arguing that it
did not purposely direct its activities at Colorado. In
response, Old Republic contended that Continental Motors had
targeted its website and online manuals toward Colorado
residents, thereby subjecting itself to personal jurisdiction
as to claims arising out of these contacts. Old Republic
conceded that Continental Motors did not maintain sufficient
contacts with Colorado to support jurisdiction for all
purposes. The district court granted the motion to dismiss,
ruling that it did not have specific jurisdiction over
appeal, Old Republic maintains that Continental Motors is
subject to specific personal jurisdiction in the State of
Colorado for purposes of this case. It bases its
jurisdictional argument entirely on Continental Motors'
contacts with Colorado through its website and online
manuals. Exercising jurisdiction under 28 U.S.C. § 1291,
following facts, except where otherwise indicated, are drawn
from the operative complaint and the written materials that
Old Republic submitted to the district court in support of
the court's jurisdiction over Continental Motors. See
Wenz v. Memery Crystal, 55 F.3d 1503, 1505 (10th Cir.
1995) (on motion to dismiss for lack of personal
jurisdiction, "[t]he allegations in the complaint must
be taken as true to the extent they are uncontroverted by the
defendant's affidavits" (quotations omitted));
OMI Holdings, Inc. v. Royal Ins. Co. of Can., 149
F.3d 1086, 1091 (10th Cir. 1998) (a plaintiff may satisfy its
prima facie burden by submitting an "affidavit or other
written materials [containing] facts that if true would
support jurisdiction over the defendant").
Old Republic is an insurance company incorporated in
Pennsylvania, with its principal place of business in
Illinois. Defendant-Appellee Continental Motors is an
aircraft engine and parts manufacturer incorporated in
Delaware, with its principal place of business in Alabama.
Arapahoe Aero, a Colorado corporation and FBO,  is not a party to
this case. Arapahoe Aero operates a repair station, certified
by the Federal Aviation Administration ("FAA"), out
of the Centennial Airport in Englewood, Colorado.
The Aircraft Accident
January 9, 2014, an airplane insured by Old Republic (the
"Aircraft") crashed in Idaho on a flight from
Colorado. The Aircraft's engine contained
magnetosmanufactured by Continental Motors and
serviced by Arapahoe Aero in reliance on one of Continental
Motors' online manuals and two bulletins. Because the
service manual and bulletins allegedly provided inadequate
instructions, Arapahoe Aero failed to properly inspect and
replace the magnetos' nylon distributor gears when it
serviced the Aircraft in September of 2009 and again in
December of 2013. The gears later failed during the
Aircraft's flight on January 9, 2014, resulting in the
the Aircraft crashed, it belonged to Nylund Imports, Inc.
("Nylund"), a Colorado corporation. Nylund kept the
Aircraft at the Centennial Airport in Englewood, Colorado.
After the crash, Old Republic paid Nylund a $329, 500
settlement for the value of the Aircraft and also incurred
other expenses in mitigating damages. In exchange for this
payment, Nylund assigned its rights and interest in the
Aircraft, including claims for property damage, to Old
Continental Motors' FBO Services and Rewards
Motors offers the FBO Services and Rewards Program (the
"FBO Program"), which it advertises on its
website's FBO Program webpage. In the five-year period
preceding the crash, 20 FBOs from Colorado-including Arapahoe
Aero- participated in the FBO Program. Arapahoe Aero first
enrolled in 1996.
in the FBO Program, which in 1996 cost about $1, 000
annually, now costs about $240 annually. In addition to
paying the fee, participating members of the FBO Program must
agree to a set of terms and conditions imposed by Continental
Motors ("FBO T&C"). The FBO T&C provides,
among other things, that members must complete an online
profile, which involves submitting their addresses. The FBO
T&C also provides that Continental Motors "reserves
the right to make changes or terminate [the FBO Program] at
any time." App., Vol. I at 63.
relevant times, the FBO Program provided member FBOs with
complete access to Continental Motors' online service
manuals, some of which were also made available for free to
the public. Over time, Continental Motors has made
more of its online service manuals free to the public. When
Arapahoe Aero serviced the Aircraft in September of 2009,
online access to the particular manual it referenced (the
"Manual") was still restricted to members of the
FBO Program. By the time Arapahoe Aero serviced the
Aircraft in December of 2013, however, anyone could access
the Manual online for free. In contrast to its service
manuals, Continental Motors' online service
bulletins-including the ones relied on by Arapahoe Aero in
servicing the Aircraft-were freely accessible to the public
at all relevant times.
unrestricted access to online service manuals, participating
FBOs received additional benefits from enrolling in the FBO
Program. First, Continental Motors listed
participating FBOs on its FBO Locator webpage. App., Vol. I
at 58 ("As a member your shop will be listed in the
query locator on our website. Your customers will have the
ability to search for FBO's . . . by Country, State, and
City bringing more customers to your
business."). Second, Continental Motors
allowed participating FBOs to send two representatives to a
week-long training school at the Continental Motors factory
in Mobile, Alabama. Id. Third, Continental Motors
rewarded a participating FBO $500 for every one of its
engines it installs. Id. Fourth, Continental Motors
provided participating FBOs with dedicated customer support.
Id. ("Highly-trained technical staff located in
our Global Customer Support Center are available to help you
learn the system and will assist you with your service and
maintenance needs as well. It's like having your own
dedicated technical service representative at your
Republic brought a subrogation action against Continental
Motors in the U.S. District Court for the District of
Colorado. Old Republic's amended complaint-the operative
one here-sought damages for one claim of strict liability in
tort based on the Aircraft's magnetos' allegedly
defective design, manufacture, and instructions.
Motors moved to dismiss under Federal Rule of Civil Procedure
12(b)(2) for lack of personal jurisdiction. Following a
period of jurisdictional discovery, but without conducting an
evidentiary hearing, the district court granted the motion to
dismiss. It held that Old Republic failed to show that
Continental Motors purposely directed its "website or
electronic information" specifically at the forum state
of Colorado. Old Republic Ins. Co. v. Cont'l Motors,
Inc., 207 F.Supp.3d 1213, 1215 (D. Colo. 2016). Apart
from the website and online service manuals and bulletins,
the court did not credit any other contacts between
Continental Motors and Colorado alleged by Old Republic.
Id. at 1215-16.
Republic filed a timely notice of appeal.
first discuss our standard of review and the constitutional
requirements for exercising specific personal jurisdiction
over an out-of-state defendant. We then analyze whether Old
Republic has made a prima facie showing that these
requirements have been met as to Continental Motors. We begin
and end our jurisdictional analysis at the first step-whether
Continental Motors purposefully directed its activities at
Colorado. To answer this question, we consider the contacts
alleged by Old Republic under their appropriate legal
frameworks, as presented below. Comparing our case to other
specific jurisdiction cases involving similar contacts, we
conclude that the record does not contain evidence sufficient
to establish jurisdiction here. We therefore affirm because
Old Republic has not met its burden.
Standard of Review
review de novo the district court's dismissal for lack of
personal jurisdiction." Soma Med. Int'l v.
Standard Chartered Bank, 196 F.3d 1292, 1295 (10th Cir.
1999). "When, as in this case, a district court grants a
motion to dismiss for lack of personal jurisdiction without
conducting an evidentiary hearing, the plaintiff need only
make a prima facie showing of personal jurisdiction to defeat
the motion." Id. (quotations
omitted). "We resolve all factual disputes in
favor of the plaintiff in determining whether plaintiff has
made a prima facie showing." Benton v. Cameco
Corp., 375 F.3d 1070, 1074 (10th Cir. 2004) (quotations
Due Process Clause of the Fourteenth Amendment constrains a
State's authority to bind a nonresident defendant to a
judgment of its courts." Walden v. Fiore, 134
S.Ct. 1115, 1121 (2014). The law of the forum state and
constitutional due process limitations govern personal
jurisdiction in federal court. Intercon, Inc. v. Bell
Atl. Internet Solutions, Inc., 205 F.3d 1244, 1247 (10th
Cir. 2000); see Fed. R. Civ. P. 4(k)(1)(A).
Colorado's long-arm statute, Colo. Rev. Stat. §
13-1-124, extends jurisdiction to the Constitution's full
extent. Benton, 375 F.3d at 1075; Mr. Steak,
Inc. v. District Court, 574 P.2d 95, 96 (Colo. 1978) (en
banc). The personal jurisdiction analysis here is thus a
single due process inquiry. See Benton, 375 F.3d at
process requires both that the defendant "purposefully
established minimum contacts within the forum State" and
that the "assertion of personal jurisdiction would
comport with 'fair play and substantial
justice.'" Burger King Corp. v. Rudzewicz,
471 U.S. 462, 476 (1985) (quoting Int'l Shoe Co. v.
Washington, 326 U.S. 310, 320 (1945)). Depending on
their relationship to the plaintiff's cause of action, an
out-of-state defendant's contacts with the forum state
may give rise to either general (all-purpose) jurisdiction or
specific (case-linked) jurisdiction. See Intercon,
205 F.3d at 1247; see also Daimler AG v. Bauman, 134
S.Ct. 746, 754 (2014).
personal jurisdiction means that a court may exercise
jurisdiction over an out-of-state party for all purposes.
See Daimler, 134 S.Ct. at 754. "A court may
assert general jurisdiction over foreign . . . corporations
to hear any and all claims against them when their
affiliations with the State are so 'continuous and
systematic' as to render them essentially at home in the
forum State." Goodyear Dunlop Tires Operations, S.A.
v. Brown, 564 U.S. 915, 919 (2011) (quoting
Int'l Shoe, 326 U.S. at 317). "Because
general jurisdiction is not related to the events giving rise
to the suit, courts impose a more stringent minimum contacts
test, requiring the plaintiff to demonstrate the
defendant's continuous and systematic general business
contacts." Benton, 375 F.3d at 1080 (quotations
omitted). Old Republic does not contend that Continental
Motors' Colorado contacts satisfy the general
jurisdiction standard, so only specific jurisdiction is at
issue in this appeal.
jurisdiction means that a court may exercise jurisdiction
over an out-of-state party only if the cause of action
relates to the party's contacts with the forum state.
See Daimler, 134 S.Ct. at 754. Even though a
defendant's forum state contacts may not support general
jurisdiction, they may still meet the less stringent standard
for specific jurisdiction if sufficiently related to the
cause of action. See id. Specific jurisdiction calls
for a two-step inquiry: (a) whether the plaintiff has shown
that the defendant has minimum contacts with the forum state;
and, if so, (b) whether the defendant has presented a
"compelling case that the presence of some other
considerations would render jurisdiction unreasonable."
Burger King, 471 U.S. at 476-77; Shrader v.
Biddinger, 633 F.3d 1235, 1239-40 (10th Cir. 2011)
minimum contacts test for specific jurisdiction encompasses
two distinct requirements: (i) that the defendant must have
"purposefully directed its activities at residents of
the forum state, " and (ii) that "the
plaintiff's injuries must arise out of [the]
defendant's forum-related activities."
Shrader, 633 F.3d at 1239 (quotations omitted);
see also Burger King, 471 U.S. at 475.
purposeful direction requirement "ensures that a
defendant will not be haled into a jurisdiction solely as a
result of random, fortuitous, or attenuated contacts, . . .
or of the unilateral activity of another party or a third
person." Burger King, 471 U.S. at 475
(quotations omitted). Mere foreseeability of causing injury
in another state is insufficient to establish purposeful
direction. See id. at 474. But "where the
defendant deliberately has engaged in significant activities
within a State, . . . he manifestly has availed himself of
the privilege of conducting business there."
Id. at 475-76 (citations and quotations omitted).
Accordingly, "[i]t is presumptively not unreasonable to
require him to submit to the burdens of litigation in that
forum." Id. at 476.
appeal implicates three frameworks for determining whether an
out-of-state defendant's activities satisfy the
purposeful direction requirement: (1) continuing
relationships with forum state residents ("continuing
relationships"); (2) deliberate exploitation of the
forum state market ("market exploitation"); and (3)
harmful effects in the forum state ("harmful
effects"). In cases involving contractual contacts
between the defendant and forum state residents, the
purposeful direction analysis often employs the first
framework. See id. at 472-73. The Supreme Court
articulated the latter two frameworks in specific
jurisdiction cases involving out-of-state media
defendants' national distribution of their printed
material: Keeton v. Hustler Magazine, Inc., 465 U.S.
770 (1984) (market exploitation) and Calder v.
Jones, 465 U.S. 783 (1984) (harmful effects). The lower
courts have since extended these latter frameworks to
specific jurisdiction cases involving internet content.
Continuing relationships with forum state residents
typical purposeful direction analysis looks to the
out-of-state defendant's "continuing relationships
and obligations with citizens of [the forum state]."
Burger King, 471 U.S. at 473 (quotations omitted).
The Supreme Court "ha[s] upheld the assertion of
jurisdiction over defendants who have purposefully
'reached out beyond' their State and into another by,
for example, entering a contractual relationship that
'envisioned continuing and wide-reaching contacts' ...