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Keaty LLC v. Blueprint Summer Programs Inc.

Court of Appeals of Utah

January 9, 2020

Keaty LLC, TM Keaty and Associates Inc., and Steven Keaty, Appellants,
v.
Blueprint Summer Programs Inc. and Michael Dodson, Appellees.

          Third District Court, Salt Lake Department The Honorable Richard D. McKelvie No. 179910990

          Jay L. Springer, Attorney for Appellants

          Justin D. Heideman and Thomas R. McCosh, Attorneys for Appellees

          Judge Diana Hagen authored this Opinion, in which Judges Kate Appleby and Jill M. Pohlman concurred.

          HAGEN, Judge.

         ¶1 Keaty LLC, TM Keaty and Associates Inc., and Steven Keaty (collectively, the Keaty parties) appeal the district court's dismissal of their claims arising out of their business dealings with Blueprint Summer Programs Inc. (Blueprint) based on lack of personal jurisdiction. We conclude that Blueprint's affiliations with Utah are insufficient to establish general jurisdiction and that the facts alleged relating to the Keaty parties' individual claims are insufficient to establish specific jurisdiction. Accordingly, we affirm.

         BACKGROUND[1]

         ¶2 Steven Keaty is a Nevada resident who operates two businesses: Keaty LLC and TM Keaty and Associates Inc. (TM Keaty). Keaty LLC is a Nevada limited liability company with a Utah address that offers business consulting services. TM Keaty is a Utah corporation with a Utah address that offers accounting and personal assistance services.

         ¶3 Blueprint is a company that runs summer camp programs for high school students from across the country at college campuses, none of which are in Utah. Blueprint is incorporated and has offices in North Carolina. Michael Dodson is an executive director at Blueprint and also resides in North Carolina.

         ¶4 In February 2016, Keaty, Dodson, and another Blueprint executive met at Blueprint's office in North Carolina to arrange for Keaty LLC to provide consulting services to Blueprint (the February meeting). Keaty LLC agreed to provide consulting services to Blueprint for compensation in an amount to be determined at a later date. Beginning shortly thereafter, Keaty and Dodson participated in regular telephone or video conference calls through which consulting services were provided. Keaty participated in most, if not all, of those calls from locations in Utah and Nevada.

         ¶5 During this course of dealing, Blueprint began to receive accounting and personal assistance services through Keaty's other company, TM Keaty. One particular TM Keaty employee provided personal assistance services from Salt Lake City, Utah. The agreement under which the employee provided these services "expressly required her to remain an employee of TM Keaty while providing services to Blueprint, and also prohibited [the employee] from seeking employment with Blueprint or entering into an employment relationship with Blueprint." Additionally, Blueprint agreed "not [to] seek to employ, nor actually employ, [the employee] directly for a reasonable period based on the services [the employee] provided to [Blueprint]." From March to August 2016, TM Keaty regularly sent invoices to Blueprint for services that were provided by TM Keaty employees who lived and worked in Utah. Blueprint timely remitted payments for those services to TM Keaty's Utah address.

         ¶6 By around August 2016, the relationship between the Keaty parties and Blueprint had begun to deteriorate. When Keaty sought clarification from Blueprint regarding compensation for the consulting services provided by Keaty LLC, Blueprint stopped returning calls for several weeks. Finally, during a phone call with Dodson in October 2016, Keaty again asked about the compensation for the consulting services, but Blueprint was unwilling to address the issue. In December, the Keaty parties sent Blueprint an invoice for Keaty's services in the amount of $9, 338.80.

         ¶7 Also in August 2016, the TM Keaty employee who had performed personal assistance services to Blueprint informed TM Keaty that she intended to seek employment with Blueprint. TM Keaty informed the employee that doing so would violate her employment agreement. Then, "in anticipation of being terminated," the employee quit her job with TM Keaty. Immediately after that, the employee began working for Blueprint. The employee's unexpected departure "caused TM Keaty financial harm and caused TM Keaty to incur executive costs."

         ¶8 As a result of the above-described facts, the Keaty parties brought suit in Utah against Blueprint for numerous claims. The district court dismissed all of the claims based on lack of personal ...


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