from the United States District Court for the District of
Colorado. (D.C. No. 1:14-CV-01277-REB-CBS).
on the briefs:[*]
D. Vellone, Jordan D. Factor, Allen & Vellone, P.C., Denver,
Colorado, for Plaintiff-Appellant.
J. Roche, Lathrop & Gage, LLP, Denver, Colorado; Scott D.
Jochim, Croker, Huck, Kasher, DeWitt, Anderson & Gonderinger,
L.L.C., Omaha, Nebraska, for Defendants-Appellees.
KELLY, PORFILIO, and BALDOCK, Circuit Judges.
Anzures appeals from the district court's dismissal of
his case for lack of personal jurisdiction over defendants.
We have appellate jurisdiction under 28 U.S.C. § 1291,
and we affirm.
is a Colorado resident, and defendants Nick Hogan and
Flagship Restaurant Group are Nebraska residents. Anzures and
non-party Jared Mitilier (a California resident) contacted
defendant Hogan in Omaha, Nebraska, about starting a business
venture (all three had been high-school classmates in
Nebraska). The proposed business was to broker the sale of
pre-paid financial products akin to pre-loaded debit cards.
Hogan agreed, and Industria Payment Solutions, LLC was formed
as a Nevada LLC with both its registered office and
registered agent in Nevada.
had three members: Anzures, Mitilier, and Flagship, in which
Hogan held a 31.4% ownership interest. Industria's
operating agreement listed Industria's principal place of
business as being at Flagship's Omaha, Nebraska address,
and the agreement was to be governed by Nevada law. Flagship
agreed to contribute $500,000 to Industria in exchange for a
50% ownership interest in Industria and was, according to
Hogan, a passive investor. Neither Anzures nor Mitilier
contributed any money, but each took a 25% ownership interest
in Industria. Anzures, who had past experience in
payment-solutions products, was put in charge of day-to-day
operations and named presiding manager; Hogan and Mitilier
were also managers. Mitilier's role was to provide his
experience marketing the financial products to gaming
was Industria's only employee. He set to work attempting
to broker a deal with Western Union in Colorado. But a few
months after Industria's formation, Hogan allegedly
attempted to squeeze Anzures out so Flagship could increase
its ownership interest. To that purported end, Hogan
allegedly made a series of false accusations to Mitilier that
Anzures was secretly assisting one of Industria's
competitors, and he tried to persuade Mitilier to vote in
favor of removing Anzures from Industria and instituting
litigation against Anzures. Hogan also allegedly threatened
that Flagship would not provide funding to Industria unless
Anzures agreed to take significantly less compensation.
agreed to take less compensation, but when Flagship did not
follow through on its promise to make a contribution to
Industria (it appears that Flagship never made any capital
contribution to Industria), Anzures filed suit in Colorado
state court. Defendants--Hogan and Flagship--removed the case
to federal court based on diversity jurisdiction. In an
amended complaint, Anzures asserted a breach of fiduciary
duty claim against Flagship and Hogan, and three other claims
against Flagship--fraud, negligent misrepresentation, and
breach of contract. Defendants then moved to dismiss the
amended complaint due to lack of personal jurisdiction. After
allowing limited discovery (including the deposition of
Hogan) on the jurisdictional issue, a magistrate judge
recommended granting the motion to dismiss. Over
Anzures's objections, the district court agreed. This
review de novo a district court's dismissal for lack of
personal jurisdiction over the defendants. Dudnikov v.
Chalk & Vermilion Fine Arts, Inc., 514 F.3d 1063, 1070
(10th Cir. 2008). Because the district court decided the
jurisdictional issue based only on the documentary evidence,
Anzures must only make a prima facie showing of ...