DENTAL DYNAMICS, LLC, an Oklahoma limited liability company, Plaintiff - Appellant,
JOLLY DENTAL GROUP, LLC, an Arkansas limited liability company, doing business as Jolly Family Dentistry; SCOTT D. JOLLY, DDS, an individual, Defendants - Appellees.
FROM THE UNITED STATES DISTRICT COURT FOR THE WESTERN
DISTRICT OF OKLAHOMA (D.C. NO. 5:17-CV-01216-M)
Anthony W. Billings (Kevin R. Donelson and Socorro A. Dooley
on the brief), Fellers, Snider, Blankenship, Bailey &
Tippens, P.C., Oklahoma City, Oklahoma, for Appellant.
S. Freedman, Spencer Fane LLP (Sarah R. Clutts, Spencer Fane
LLP, and Lance B. Phillips, Phillips Law Office, with him on
the brief), Oklahoma City, Oklahoma, for Appellee.
TYMKOVICH, Chief Judge, PHILLIPS and McHUGH, Circuit Judges.
TYMKOVICH, CHIEF JUDGE.
case presents a question of personal jurisdiction. Namely,
whether a federal court sitting in Oklahoma has specific
personal jurisdiction over Dr. Scott Jolly-a dentist and
Arkansas resident-and the limited liability company through
which he runs his dentistry practice, Jolly Dental Group,
LLC. The plaintiff below, Dental Dynamics, LLC, argues that
three isolated business interactions and an allegedly
fraudulent contract suffice to establish federal court
jurisdiction over its breach of contract and fraud claims.
disagree. With respect to Dental Dynamics's breach of
contract claim, Jolly Dental's contacts with Oklahoma are
too random, fortuitous, and attenuated to establish personal
jurisdiction there. With respect to Dental Dynamics's
fraud claim, we conclude that Dental Dynamics fails to show
Dr. Jolly's allegedly tortious conduct sufficiently
targeted Oklahoma to establish personal jurisdiction there.
Accordingly, we AFFIRM the district court's dismissal of
Dental Dynamics's claims for lack of personal
Dynamics is an Oklahoma entity with its principal place of
business in Oklahoma. Kellie Haller is Dental Dynamics's
sole member and manager. Dental Dynamics specializes in
brokering transactions involving pre-owned dental equipment
between dentists across the United States. For any particular
sale, "Dental Dynamics purchases the dental equipment
directly from the seller dentist and resells the equipment to
the buyer dentist." App. at 37.
Jolly is a dentist residing in Arkansas and is the owner,
manager, or member of Jolly Dental-an Arkansas entity with
its principal place of business in North Little Rock,
Arkansas. Dr. Jolly operates his dentistry practice through
2008, Dr. Jolly has inquired into prospective business
transactions with Dental Dynamics on three occasions. First,
in 2008, Dr. Jolly contacted Dental Dynamics regarding the
potential sale of a pre-owned piece of equipment he owned.
Haller informed Dr. Jolly that she could not sell the
machine. Next, in May 2017, Dr. Jolly engaged Dental Dynamics
to broker the sale of a 2014 Planmex Promax MID X-Ray Unit
(X-Ray unit) that is the subject of the present lawsuit.
Third, in June 2017, Dr. Jolly contacted Dental Dynamics
regarding the purchase of a separate X-Ray unit. Jolly Dental
paid Dental Dynamics the purchase price for this unit. But
after a defect was discovered with the machine, Dental
Dynamics returned the purchase price to Jolly
Dental. The parties prepared and executed these
transactions through telephonic, email, and text
Dynamics's present claims arise out of the second
transaction. On or around May 20, 2017, Dental Dynamics
secured the sale of the X-Ray unit from Jolly Dental to Dr.
Joiner, a dentist practicing in California. On May 26, 2017,
Jolly Dental, through Dr. Jolly, executed a bill of sale
selling the X-Ray unit to Dental Dynamics. The bill of sale
represents that the X-Ray unit is in "perfect working
condition" and that the sale includes the X-Ray
unit's hardware, software, manuals, and "all
accessories and any other items pertaining" to the X-Ray
unit. Id. at 14-15. The negotiations pertaining to
the bill of sale were conducted through text messages and
email. To pay for the X-Ray unit and associated items,
"Dr. Joiner tendered the sales price to Dental Dynamics
in Oklahoma, and Dental Dynamics subsequently mailed a check
. . . to Dr. Jolly." Id. at 36.
bill of sale notes that "disassembly, packaging, and
shipment" would be handled by an independent support
company. Id. at 14. Dental Dynamics does not dispute
that the X-Ray unit was shipped directly from Dr. Jolly's
offices in Arkansas to Dr. Joiner's offices in California
without ever entering Oklahoma. After receipt of the X-Ray
unit, Dr. Joiner discovered that it was not in perfect
working condition as represented. Due to certain defects and
missing hardware and software, the X-Ray unit Dr. Joiner
received was "worthless" in that it would
"cost more to repair than to purchase a brand new
[unit]." Id. at 9-10. Dr. Joiner notified
Dental Dynamics of the X-Ray unit's unsatisfactory
turn, Dental Dynamics brought the present action in federal
court in Oklahoma, alleging breach of contract against Jolly
Dental and fraud against Dr. Jolly. Dental Dynamics alleges
Jolly Dental breached its contractual obligations outlined in
the bill of sale by "failing to properly disassemble and
crate the X-Ray Unit; failing to provide the software and
computer hardware required . . . and materially
misrepresenting the condition of the X-Ray Unit."
Id. at 10. With respect to its fraud allegations,
Dental Dynamics alleges Dr. Jolly knowingly made false
representations regarding the X-Ray unit's condition and
his intention to satisfactorily disassemble and crate the
X-Ray unit to induce Dental Dynamics to secure the sale of
response, Dr. Jolly and Jolly Dental (together Jolly Dental)
moved to dismiss the action for lack of specific personal
jurisdiction. Jolly Dental argues it lacks the requisite
minimum contacts with Oklahoma to establish jurisdiction and
that, even if the minimum contacts test is satisfied,
exercising jurisdiction would be unreasonable.
district court granted Jolly Dental's motion, holding
Dental Dynamics failed to establish specific personal
jurisdiction over either its breach of contract or fraud
claim. Dental Dynamics appealed, contending both that the
district court erred in concluding it lacked personal
jurisdiction over Jolly Dental and, in the alternative, that
the district court should have at least granted limited
discovery on the jurisdictional issues prior to dismissal.
discussing the merits, we explain the standard of review on
appeal and the applicable legal framework.
Standard of Review
review dismissals for lack of personal jurisdiction de novo.
See Old Republic Ins. Co. v. Cont'l Motors,
Inc., 877 F.3d 895, 903 (10th Cir. 2017). Dental
Dynamics, as the plaintiff below, bears the burden of
establishing personal jurisdiction. See id. Where,
as here, a complaint is dismissed at the preliminary motion
to dismiss stage based only upon the complaint and
accompanying affidavits, Dental Dynamics need only make a
prima facie showing of personal jurisdiction. See
Dudnikov v. Chalk & Vermilion Fine Arts, Inc., 514
F.3d 1063, 1069 (10th Cir. 2008). Dental Dynamics must make
this showing with respect to each of the claims alleged.
See 4A Charles A. Wright, Arthur R. Miller &
Adam N. Steinman, Federal Practice and Procedure §
1069.7 (4th ed. 2015) ("[I]t is important to remember
that a plaintiff also must secure personal jurisdiction over
a defendant with respect to each claim she asserts.").
Dental Dynamics may make this showing through affidavits or
other written materials. See AST Sports Sci., Inc. v. CLF
Distrib. Ltd., 514 F.3d 1054, 1057 (10th Cir. 2008). At
this stage, all factual disputes are resolved in Dental
Dynamics's favor. See Old Republic, 877 F.3d at
903. Conclusory allegations, however, need not be credited by
this court and "will not suffice to defeat a
Fed.R.Civ.P. 12(b) motion." Dudnikov, 514 F.3d