CFA Institute v. Institute of Chartered Financial Analysts

PUBLISHED

UNITED STATES COURT OF APPEALS

FOR THE FOURTH CIRCUIT

CFA INSTITUTE, 

Plaintiff-Appellee,

v.

 No. 07-1970

INSTITUTE OF CHARTERED FINANCIAL

ANALYSTS OF INDIA,

Defendant-Appellant.



Appeal from the United States District Court

for the Eastern District of Virginia, at Richmond.

James R. Spencer, Chief District Judge.

(3:98-cv-00417)

Argued: October 30, 2008

Decided: January 9, 2009

Before WILLIAMS, Chief Judge, and

NIEMEYER and KING, Circuit Judges.

Affirmed by published opinion. Judge King wrote the opin-

ion, in which Chief Judge Williams and Judge Niemeyer

joined.

ARGUED: Robert Phillip Charrow, GREENBERG

TRAURIG, Washington, D.C., for Appellant. Stephen Patrick

Demm, HUNTON & WILLIAMS, Richmond, Virginia, for

2 CFA INSTITUTE v. INSTITUTE OF CHARTERED FINANCIAL

Appellee. ON BRIEF: G. Roxanne Elings, David Saenz,

Natalia McNamara, GREENBERG TRAURIG, L.L.P., New

York, New York, for Appellant. W. Jeffery Edwards, William

H. Wright, Jr., HUNTON & WILLIAMS, Richmond, Vir-

ginia, for Appellee.

OPINION

KING, Circuit Judge:

The Institute of Chartered Financial Analysts of India

("ICFAI") appeals from the district court’s September 2007

reinstatement of a 1998 default judgment in favor of the plain-

tiff, the CFA Institute.1 By its ruling, the court determined that

it possessed personal jurisdiction over ICFAI under Federal

Rule of Civil Procedure 4(k)(2). On appeal, ICFAI contends

that the court erred in its application of Rule 4(k)(2) and

lacked personal jurisdiction in these proceedings. As

explained below, we conclude that it was unnecessary for the

court to reach and address Rule 4(k)(2), because it possessed

jurisdiction over ICFAI under Virginia’s long-arm statute. We

thus affirm the judgment.

I.

At the outset, we identify and briefly explain the three rul-

ings at issue in this appeal. The first is the October 9, 1998

1

There were initially two plaintiffs in these proceedings, the Institute of

Chartered Financial Analysts ("ICFA") and the Association for Investment

Management and Research ("AIMR"). AIMR is a closely held Virginia

corporation, which, in 1990, acquired substantially all the assets and liabil-

ities of ICFA. Following a series of mergers, ICFA ceased to exist, and

AIMR changed its corporate name to the CFA Institute. In February 2007,

the district court substituted the CFA Institute as the sole plaintiff in this

litigation, in the place and stead of ICFA and AIMR. For convenience, we

refer to the CFA Institute as if it were the sole plaintiff during the entire

course of the litigation.

CFA INSTITUTE v. INSTITUTE OF CHARTERED FINANCIAL 3

default judgment entered in favor of the CFA Institute and

against ICFAI, premised on the existence of personal jurisdic-

tion over ICFAI under the Virginia long-arm statute. That rul-

ing is comprised of a set of findings of fact and conclusions

of law (the "1998 Opinion"), and an order entering default

judgment (the "1998 Order"). See Inst. of Chartered Fin. Ana-

lysts v. Inst. of Chartered Fin. Analysts of India, No. 3:98-cv-

00417 (E.D. Va. Oct. 9, 1998).2 By the second ruling, issued

on May 8, 2007, the district court vacated the 1998 Order on

the ground that it lacked personal jurisdiction over ICFAI

under Virginia’s long-arm statute when it entered the default

judgment in 1998. See CFA Inst. v. Inst. of Chartered Fin.

Analysts of India, No. 3:98-cv-00417 (E.D. Va. May 8, 2007)

(the "Relief Order"). Finally, by the third ruling, made on

September 4, 2007, the court reinstated the 1998 Order. That

ruling is comprised of a memorandum opinion (the "Rein-

statement Opinion") and an order (the "Reinstatement

Order"). See CFA Inst. v. Inst. of Chartered Fin. Analysts of

India, No. 3:98-cv-00417 (E.D. Va. Sept. 4, 2007).3 In the

Reinstatement Opinion, the court explained that, although it

lacked personal jurisdiction over ICFAI under Virginia’s

long-arm statute, it possessed such jurisdiction under Rule

4(k)(2).

A.

Turning to the pertinent facts of this case, the CFA Institute

is a non-profit association based in Charlottesville, Virginia.4

It was founded in 1959 "for the purposes of administering a

2

The 1998 Opinion is found at J.A. 283-306, and the 1998 Order is

found at J.A. 307-11. (Citations herein to "J.A. ___" refer to the Joint

Appendix filed by the parties in this appeal.)

3

The Reinstatement Opinion is found at J.A. 493-96, and the Reinstate-

ment Order is found at J.A. 492.

4

The facts spelled out herein are largely drawn from the Complaint and

the 1998 Opinion. The continued viability of the findings of fact in the

1998 Opinion is discussed infra at note 16.

4 CFA INSTITUTE v. INSTITUTE OF CHARTERED FINANCIAL

unique and intensive program of specialized study and testing

in the field of financial analysis and [conferring] upon quali-

fying candidates the right to use a charter reflecting member-

ship" (the "CFA program"). 1998 Opinion 2. The CFA

Institute owns and uses the trademark "Chartered Financial

Analyst" (the "CFA mark").5 ICFAI, established in 1984, is an

Indian corporation headquartered in Hyderabad, India. Its pur-

pose is the "study of corporate finance, financial services and

financial analysis" in India. Id. at 7. The CFA Institute and

ICFAI are separate business entities.

The parties’ underlying relationship began in about 1984,

when ICFAI’s founder, N.J. Yasaswy, travelled to Charlottes-

ville and approached CFA Institute officials about establish-

ing a CFA program in India.6 Although nothing was

apparently agreed upon during the Charlottesville meeting,

CFA Institute representatives travelled to India in August

1985, and a business agreement was then reached (the "Li-

cense Agreement"). Pursuant thereto, the CFA Institute autho-

rized ICFAI to establish a CFA program in India. In an

apparent effort to reflect this new relationship, ICFAI

changed its corporate name from the "Institute of Certified

Financial Analysts of India" to the "Institute of Chartered

Financial Analysts of India."

ICFAI representatives visited the CFA Institute in Virginia

on at least one additional occasion, when, in 1987, Yasaswy

and another ICFAI official attended a CFA Institute board

5

The Patent and Trademark Office issued a trademark to the CFA Insti-

tute in 1972. According to the district court, the CFA mark signifies "an

acceptable level of competency in the investment management profession

by government bodies and regulatory agencies in the United States and

worldwide." 1998 Opinion 5.

6

In the 1998 Opinion, the district court stated that Yasaswy’s initial visit

to the CFA Institute in Virginia occurred in 1985. In the Reinstatement

Opinion, the court referenced the meeting as occurring in 1984. This

apparent discrepancy is not pertinent to the disposition of this appeal.

CFA INSTITUTE v. INSTITUTE OF CHARTERED FINANCIAL 5

meeting in Virginia as "special guests of honour." J.A. 260.7

Furthermore, in November 1994, ICFAI’s executive director,

Subhash Sarnikar, directed, among other correspondence, a

letter to the CFA Institute, requesting expanded permission to

use CFA Institute intellectual property in India.

In 1995, the relationship between the parties began to sour

when the CFA Institute ascertained that ICFAI was violating

the License Agreement by marketing its version of the CFA

program in the United States and Canada through written and

online materials. Concerned that ICFAI’s use of the CFA pro-

gram in these countries could confuse consumers, the CFA

Institute notified ICFAI that it was in violation of the License

Agreement. As a result, on December 18, 1995, ICFAI agreed

to recognize the CFA Institute’s superior rights in the CFA

mark and to cease using it in the United States and Canada

(the "Settlement Agreement").

Unfortunately, the Settlement Agreement survived less than

two years. In January 1997, suspecting that ICFAI was violat-

ing the Settlement Agreement, the CFA Institute terminated

the License Agreement. A year thereafter, on January 13,

1998, ICFAI responded by notifying the CFA Institute by let-

ter that it would no longer abide by the Settlement Agree-

ment.

B.

As a result of the foregoing, the CFA Institute, on July 16,

1998, filed its Complaint against ICFAI in the Eastern District

of Virginia, alleging trademark infringement and unfair com-

petition under the Lanham Act, plus breach of contract. When

7

The record contains a book-length prospectus on ICFAI titled "Let

There Be Light: The Genesis of ICFAI." See J.A. 219-77. In this prospec-

tus, ICFAI boasts of its relationship with the CFA Institute. In particular,

the prospectus identifies the 1987 board meeting as evidence of the recog-

nition that ICFAI has attained in the international marketplace.

6 CFA INSTITUTE v. INSTITUTE OF CHARTERED FINANCIAL

ICFAI failed to appear in the proceedings, the district court,

by its 1998 Order, entered a default judgment against ICFAI.

The default judgment, inter alia, enjoined ICFAI from using

the CFA mark, promoting employment opportunities for

ICFAI charter-holders in the United States and Canada, and

holding itself out as in any way affiliated with the CFA Institute.8

In its 1998 Opinion, the district court identified several of

ICFAI’s contacts with the CFA Institute in Virginia that sup-

ported the exercise of personal jurisdiction in the Common-

wealth. From those facts, the court concluded that the CFA

Institute’s claims "arose out of conduct by ICFAI in the Com-

monwealth of Virginia"; that "ICFAI intentionally patterned

its ‘CFA Program’ on the plaintiffs’ well established program

based in the Commonwealth of Virginia"; that ICFAI "sent

representatives to the Commonwealth of Virginia to meet

with [the CFA]"; and that "ICFAI representatives attended

[CFA] Board meetings" and "had meetings" with CFA offi-

cers in Virginia. 1998 Opinion 15. Thus, the court concluded

that it possessed personal jurisdiction over ICFAI under Vir-

ginia’s long-arm statute.9 Additionally, the court observed that

ICFAI had waived any objection to personal jurisdiction by

directing correspondence to the court.10

8

The district court, by its 1998 Opinion, also assessed the Complaint. In

so doing, the court observed that the CFA Institute had valid intellectual

property rights in its marks, that ICFAI had infringed such rights, and that

the CFA Institute had been irreparably harmed by ICFAI’s conduct.

9

The Virginia long-arm statute, codified at Virginia Code section 8.01-

328.1, specifies ten enumerated bases by which a court may exercise per-

sonal jurisdiction over a defendant. It provides, in pertinent part, that "[a]

court may exercise personal jurisdiction over a person, who acts directly

or by an agent, as to a cause of action arising from the person’s . . .

[t]ransacting any business in this Commonwealth." Va. Code § 8.01-

328.1(A)(1).

10

Although ICFAI failed to appear in the 1998 proceedings, it corre-

sponded directly with the district court through a series of five letters. On

August 27, 1998, ICFAI’s then-Registrar, P. Venkata Rao, forwarded a

letter to the court contesting the merits of the Complaint and asking for an

CFA INSTITUTE v. INSTITUTE OF CHARTERED FINANCIAL 7

More than eight years after the 1998 Order, on December

22, 2006, ICFAI appeared before the district court and

requested it to reopen the proceedings and vacate the default

judgment. ICFAI sought such relief under Federal Rule of

Civil Procedure 60(b)(4), claiming that the default judgment

was void because the court lacked personal jurisdiction when

it was entered. In support of its Rule 60(b)(4) motion, ICFAI

maintained that Indian currency regulations had prevented it

from retaining counsel in 1998, and it was thus unable to

timely contest the Complaint. On May 8, 2007, observing that

it "appear[ed] that the Court lacked personal jurisdiction at the

time default judgment was entered," the court granted

ICFAI’s Rule 60(b)(4) motion and vacated the 1998 Order.

Relief Order.11

extension of time to file an answer. Rao asserted in his letter that ICFAI

was unable to appear before the court because then-existing Indian cur-

rency regulations prohibited the exchange of Indian for American money,

which prevented ICFAI from hiring counsel in the United States. Then, on

September 22 and 25, 1998, Rao again wrote to the court, contesting the

CFA Institute’s proposed findings of fact and conclusions of law, and

again requesting additional time to respond to the Complaint.

After entry of the 1998 Order, ICFAI continued to correspond with the

court in November and December 1998 through its Registrar, contesting

the CFA Institute’s application for costs and attorneys’ fees. On this issue,

the court agreed with ICFAI and denied the CFA Institute’s fee applica-

tion, finding that ICFAI had not acted in bad faith and that this was not

an "exceptional case" as defined by the Lanham Act. See Inst. of Char-

tered Fin. Analysts v. Inst. of Chartered Fin. Analysts of India, No. 3:98-

cv-00417 (E.D. Va. Dec. 15, 1998). In 2007, the court struck the letters

from the record by its Reinstatement Opinion.

11

Pursuant to Rule 60(b)(4), a party is entitled to seek relief from a final

judgment by showing that "the judgment is void." Rule 60(b) specifies six

reasons for relief, all of which must be made "within a reasonable time."

With respect to Rule 60(b)(1) through (b)(3), a "reasonable time" must be

a period of time within one year of the entry of judgment. The one-year

restriction does not apply, however, to relief sought under Rule 60(b)(4)

through (b)(6). Although the CFA Institute challenged whether ICFAI’s

motion was reasonable, the district court rejected this challenge sub silen-

cio when it granted Rule 60(b)(4) relief. There is no challenge to reason-

ableness or the eight-year delay being asserted in this appeal.

8 CFA INSTITUTE v. INSTITUTE OF CHARTERED FINANCIAL

On May 23, 2007, the CFA Institute requested that the dis-

trict court reconsider its Relief Order and reinstate the 1998

Order. This request was predicated on two separate grounds.

First, the CFA Institute contended that, pursuant to Federal

Rule of Civil Procedure 12(h)(1), ICFAI had waived its objec-

tion to personal jurisdiction by virtue of the five letters it sub-

mitted to the court in 1998. Second, the CFA Institute asserted

that, even if ICFAI’s contacts with Virginia failed to satisfy

Virginia’s long-arm statute, its contacts with the United States

as a whole warranted the court’s exercise of personal jurisdic-

tion under Rule 4(k)(2).12

Three months later, on September 4, 2007, the district court

filed its Reinstatement Opinion and Order, reinstating the

1998 Order.13 The Reinstatement Opinion summarized the

procedural posture of the case, explaining that the court, in

making its Relief Order, had "found merit in [ICFAI’s] argu-

ments and found that it lacked personal jurisdiction over

[ICFAI] in 1998." Reinstatement Opinion 1. The court then

addressed the CFA Institute’s contentions, first concluding

that the waiver argument was "without merit." Id. at 2.

Although a party may waive its objection to personal jurisdic-

tion under Rule 12(h), the court explained, the party does not

waive an objection to jurisdiction by failing to respond or

appear. In these proceedings, it was "undisputed that [ICFAI]

neither filed any responsive pleadings nor made a general

appearance." Id. And, the court observed, "the letters written

by [ICFAI] to the Court were deemed improper and stricken

from the record." Id. Thus, it found no basis from which to

12

Pursuant to Rule 4(k)(2), "[f]or a claim that arises under federal law,

serving a summons or filing a waiver of service establishes personal juris-

diction over a defendant" in the following circumstance: "(A) the defen-

dant is not subject to jurisdiction in any state’s courts of general

jurisdiction; and (B) exercising jurisdiction is consistent with the United

States Constitution and laws."

13

On May 25, 2007, ICFAI filed a motion to dismiss the Complaint for

lack of personal jurisdiction. The court denied that motion in the Rein-

statement Order.

CFA INSTITUTE v. INSTITUTE OF CHARTERED FINANCIAL 9

conclude that ICFAI had waived an objection to personal

jurisdiction or had submitted to such jurisdiction in these pro-

ceedings.

The district court, however, agreed with the CFA Institute’s

Rule 4(k)(2) contention. In contrast to the extensive findings

made in the 1998 Opinion, the Reinstatement Opinion made

a more limited assessment of the facts underlying the court’s

jurisdictional analysis. By the Reinstatement Opinion, the

court observed that, "the parties, at a minimum, agree" to the

following:

[A]s of 1995 [ICFAI’s] then executive director, Sub-

hash Sarnikar: (1) registered a corporation on behalf

of [ICFAI] in California; (2) made the decision to let

that registration expire; and (3) had a relationship

with Transworld University, a California entity. In

addition to these California contacts, (4) an [ICFAI]

representative visited Virginia in 1984, although

Defendant avers no business was conducted; (5) an

[ICFAI] representative attended a [CFA Institute]

board meeting in Virginia in 1987; (6) [ICFAI] cor-

responded and collaborated with [the CFA Institute]

over an extended period; and (7) the entities are par-

ties to a 1995 Settlement Agreement.

Reinstatement Opinion 3.14 The court thus concluded that

ICFAI’s contacts with the United States as a whole support a

finding of personal jurisdiction under Rule 4(k)(2), and it

reinstated the 1998 Order.

ICFAI has timely appealed, contending that the district

14

In relating that "the parties, at a minimum, agree" to this listing of

facts, the court necessarily found the parties had stipulated to them. Nota-

bly, the latter four of the seven stipulations, which the Reinstatement

Opinion identifies as (4) through (7), specify ICFAI contacts with the CFA

Institute in Virginia.

10 CFA INSTITUTE v. INSTITUTE OF CHARTERED FINANCIAL

court erred in entering the Reinstatement Order. Put suc-

cinctly, it contends that the court misapplied Rule 4(k)(2) and

erred in concluding that it possessed personal jurisdiction over

ICFAI.

II.

We assess de novo whether the district court possessed per-

sonal jurisdiction over the defendant in this proceeding. See

Christian Sci. Bd. of Dirs. of the First Church of Christ, Sci-

entist v. Nolan, 259 F.3d 209, 215 (4th Cir. 2001). Any rele-

vant factual findings made by the court, however, are

reviewed for clear error. See New Wellington Fin. Corp. v.

Flagship Resort Dev. Corp., 416 F.3d 290, 294 (4th Cir.

2005). Finally, a court of appeals is entitled to sustain the

judgment of a lower court on any ground apparent from the

record. See Cochran v. Morris, 73 F.3d 1310, 1315 (4th Cir.

1996) (observing "the well-recognized authority of courts of

appeals to uphold judgments of district courts on alternate

grounds").

III.

Before assessing the district court’s ruling under Federal

Rule of Civil Procedure 4(k)(2), we are obliged to first deter-

mine whether the district court possessed personal jurisdiction

over ICFAI under the Virginia long-arm statute. Pursuant to

Rule 4(k)(1)(A), a federal court assessing such a jurisdictional

issue borrows and applies the applicable long-arm statute and

governing principles from the forum state. See Rule

4(k)(1)(A) ("[S]erving a summons . . . establishes personal

jurisdiction over a defendant . . . who is subject to the juris-

diction of a court of general jurisdiction in the state where the

district court is located."). If the state’s long-arm statute fails

to authorize the court’s exercise of personal jurisdiction, we

must then — and only then — decide whether Rule 4(k)(2)

is satisfied. Cf. United States v. Swiss Am. Bank, Ltd., 191

F.3d 30, 37 (1st Cir. 1999) (analyzing personal jurisdiction

CFA INSTITUTE v. INSTITUTE OF CHARTERED FINANCIAL 11

under relevant state long-arm statute before proceeding to

Rule 4(k)(2) analysis). As explained below, we need not reach

or address the Reinstatement Opinion’s Rule 4(k)(2) analysis,

because Virginia’s long-arm statute authorizes the court’s

exercise of personal jurisdiction over ICFAI.

A.

In order for a district court to exercise personal jurisdiction

over a defendant pursuant to a state long-arm statute, two

requirements must be satisfied. First, the forum state’s long-

arm statute must authorize the exercise of such personal juris-

diction. Second, if that authorization exists, the Due Process

Clause of the Fourteenth Amendment requires that the defen-

dant have sufficient minimum contacts with the forum state.

See Christian Sci. Bd. of Dirs. of the First Church of Christ,

Scientist v. Nolan, 259 F.3d 209, 215 (4th Cir. 2001).15

1.

In assessing whether Virginia’s long-arm statute authorized

the exercise of personal jurisdiction over ICFAI, we observe

that the Commonwealth provides multiple bases for the exer-

15

The applicable authorities governing these procedural issues recognize

two types of personal jurisdiction: general and specific. General personal

jurisdiction, on the one hand, requires "continuous and systematic" con-

tacts with the forum state, such that a defendant may be sued in that state

for any reason, regardless of where the relevant conduct occurred. See

Perkins v. Benguet Consol. Mining Co., 342 U.S. 437, 438 (1952). Spe-

cific personal jurisdiction, on the other hand, requires only that the rele-

vant conduct have such a connection with the forum state that it is fair for

the defendant to defend itself in that state. See Helicopteros Nacionales de

Colombia, S.A. v. Hall, 466 U.S. 408, 414-15 (1984); see also ESAB

Group, Inc. v. Centricut, Inc., 126 F.3d 617, 623 (4th Cir. 1997) ("[T]he

threshold level of minimum contacts to confer general jurisdiction is sig-

nificantly higher than for specific jurisdiction."). In these proceedings, the

CFA Institute does not contend that ICFAI was subject to general personal

jurisdiction in Virginia, but only that it was subject to the Common-

wealth’s specific personal jurisdiction.

12 CFA INSTITUTE v. INSTITUTE OF CHARTERED FINANCIAL

cise of personal jurisdiction. See Va. Code § 8.01-328.1.

Here, the CFA Institute necessarily relies on the first of those

ten bases, that ICFAI was "[t]ransacting any business" in Vir-

ginia. Id. at § 8.01-328.1(A)(1). Significantly, the state and

federal courts have construed Virginia’s long-arm statute as

extending personal jurisdiction over nonresident defendants to

the full extent permitted by the Due Process Clause of the

Fourteenth Amendment. See, e.g., Peninsula Cruise, Inc. v.

New River Yacht Sales, Inc., 512 S.E.2d 560, 562 (Va. 1999);

see also Young v. New Haven Advocate, 315 F.3d 256, 261

(4th Cir. 2002). Thus, we determine whether ICFAI was

"[t]ransacting any business" with the CFA Institute under Vir-

ginia’s long-arm statute by simply assessing whether ICFAI

had sufficient "minimum contacts" with Virginia to comport

with due process standards. In other words, if ICFAI’s con-

tacts with the CFA Institute in Virginia satisfy due process,

then they also satisfy Virginia’s long-arm statute. See Care-

first of Md., Inc. v. Carefirst Pregnancy Ctrs., Inc., 334 F.3d

390, 396-97 (4th Cir. 2003) (recognizing that, in such circum-

stances, "our statutory inquiry merges with our constitutional

inquiry").

2.

Turning to the due process analysis, the Supreme Court has

recognized that a district court may exercise specific personal

jurisdiction over a defendant only if the defendant has suffi-

cient "minimum contacts" with the forum state. See Int’l Shoe

Co. v. Washington, 326 U.S. 310, 316 (1945). This "minimum

contacts" test is premised on the concept that a corporation

that enjoys the privilege of conducting business within a state

bears the reciprocal obligation of answering to legal proceed-

ings there. See id. at 319. Indeed, a single act by a defendant

can be sufficient to satisfy the necessary "quality and nature"

of such minimal contacts, although "casual" or "isolated" con-

tacts are insufficient to trigger such an obligation. Id. at 317-

18; see also McGee v. Int’l Life Ins. Co., 355 U.S. 220, 223-

24 (1957) (recognizing jurisdiction on basis of defendant’s

CFA INSTITUTE v. INSTITUTE OF CHARTERED FINANCIAL 13

single contract with forum state). In order to be subject to a

court’s exercise of personal jurisdiction, a defendant must

have "‘fair warning that a particular activity may subject

[him] to the jurisdiction of a foreign sovereign.’" Burger King

Corp. v. Rudzewicz, 471 U.S. 462, 472 (1985) (quoting Shaf-

fer v. Heitner, 433 U.S. 186, 218 (1977) (Stevens, J., concur-

ring in judgment)). We have also observed that "the

defendant’s actions must be directed at the forum state in

more than a random, fortuitous, or attenuated way." ESAB

Group, Inc. v. Centricut, Inc., 126 F.3d 617, 625 (4th Cir.

1997).

Our precedent recognizes that a district court’s exercise of

personal jurisdiction over a particular defendant may rest

upon limited contacts with the forum state, so long as due pro-

cess is not offended. In Hirschkop & Grad, P.C. v. Robinson,

we affirmed a default judgment against defendants who had

been sued in Virginia by a Virginia law firm. See 757 F.2d

1499, 1503 (4th Cir. 1985). Even though the defendants’

activities in Virginia were limited, we agreed with the district

court that their contacts with the Commonwealth satisfied

Virginia’s long-arm statute and due process. See id. The juris-

dictional facts were essentially these: the defendants met with

the plaintiffs in Virginia to discuss the possibility of entering

into a business relationship; the defendants retained the plain-

tiff; some disputes between the parties were settled over the

telephone, with the defendant in Oregon and the plaintiff in

Virginia; the defendants travelled to Virginia at least once to

meet with the plaintiff to discuss disputed fees; and the defen-

dants sent correspondence and mailed payments to the plain-

tiff in Virginia. See id. As explained below, the quality and

nature of ICFAI’s contacts with Virginia are akin to those of

the Hirschkop defendants, and they likewise support the

court’s exercise of personal jurisdiction over ICFAI in Vir-

ginia.

14 CFA INSTITUTE v. INSTITUTE OF CHARTERED FINANCIAL

B.

1.

As explained above, the controlling inquiry in this appeal

is whether exercising personal jurisdiction over ICFAI under

Virginia’s long-arm statute comports with the Due Process

Clause. This jurisdictional analysis is necessarily fact-based,

and we are first obliged to identify those facts supporting the

exercise of personal jurisdiction over ICFAI in Virginia. Of

ICFAI’s seven stipulated contacts specified in the Reinstate-

ment Opinion, four concern ICFAI’s relationship with the

CFA Institute in Virginia (collectively, the "Reinstatement

Stipulations"):

• An "[ICFAI] representative visited" the CFA

Institute in Virginia in 1984 (the "First Stipula-

tion");

• An "[ICFAI] representative attended" a CFA

Institute board meeting in 1987 in Virginia (the

"Second Stipulation");

• ICFAI "corresponded and collaborated" with the

CFA Institute over "an extended period" (the

"Third Stipulation"); and

• The parties entered into the Settlement Agree-

ment (the "Fourth Stipulation").

Reinstatement Opinion 3.16 Although limited in number, the

16

The 1998 Opinion contained more extensive findings than the district

court recognized in the Reinstatement Opinion. Other than identifying the

Reinstatement Stipulations (plus ICFAI’s California contacts), the Rein-

statement Opinion fails to specify or identify those findings of the 1998

Opinion that remain viable. The Reinstatement Order reinstated the 1998

Order, however, which was "based on" the findings and conclusions con-

CFA INSTITUTE v. INSTITUTE OF CHARTERED FINANCIAL 15

Reinstatement Stipulations reveal the parties’ substantial busi-

ness relationship and establish that ICFAI purposefully trans-

acted business with the CFA Institute in Virginia.

2.

In assessing whether the Reinstatement Stipulations satisfy

Virginia’s long-arm statute and due process, we apply a three-

prong test. In terms of this dispute, we must consider the fol-

lowing: (1) the extent that ICFAI has purposefully availed

itself of the privilege of conducting activity in Virginia, or

otherwise invoked the benefits and protections of the laws of

the Commonwealth; (2) whether the CFA Institute’s claims

arose out of ICFAI’s Virginia-related activity; and (3)

whether exercising personal jurisdiction would be "constitu-

tionally reasonable." Nolan, 259 F.3d at 216 (internal quota-

tion marks omitted); accord New Wellington Fin. Corp. v.

Flagship Resort Dev. Corp., 416 F.3d 290, 295 (4th Cir.

2005) (applying three-prong test); Mitrano v. Hawes, 377

F.3d 402, 407 (4th Cir. 2004) (same); Carefirst, 334 F.3d at

397 (same); ALS Scan, Inc. v. Digital Serv. Consultants, Inc.,

293 F.3d 707, 712 (4th Cir. 2002) (same).

a.

In applying the three-prong minimum contacts test, we first

consider the extent to which ICFAI has purposefully availed

itself of the laws of Virginia, or otherwise invoked the Com-

monwealth’s benefits and protections. See Nolan, 259 F.3d at

tained in the 1998 Opinion. By the Reinstatement Order, the court specifi-

cally relied upon certain facts and conclusions made in the 1998 Opinion

— such as those necessary to reinstate the default judgment — but did not

specifically address others. As explained infra, regardless of the status of

the findings made in the 1998 Opinion, the Reinstatement Stipulations are

sufficient to support the court’s exercise of personal jurisdiction over

ICFAI under Virginia’s long-arm statute. We are therefore content to rest

our analysis on the Reinstatement Stipulations alone.

16 CFA INSTITUTE v. INSTITUTE OF CHARTERED FINANCIAL

216. In view of the Reinstatement Stipulations, it is readily

apparent that ICFAI purposefully transacted business with the

CFA Institute in Virginia. Indeed, its contacts with Virginia

were at least as substantial as those of the defendant in Hir-

schkop. With the First Stipulation, the district court recog-

nized that ICFAI initiated contact with the CFA Institute in

Virginia in 1984. That visit sparked ongoing business transac-

tions, by which ICFAI repeatedly reached into Virginia to

transact business with the CFA Institute, invoking the benefits

and protections of Virginia law.17 Furthermore, ICFAI contin-

ued to invoke those benefits and protections when it corre-

sponded and collaborated with the CFA Institute over a period

of approximately thirteen years. As such, ICFAI purposefully

availed itself of the privilege of transacting business in the

Commonwealth, and the first prong of the applicable mini-

mum contacts test is satisfied.

b.

Second, we must assess whether the CFA Institute’s claims

in the Complaint arose out of ICFAI’s Virginia-related busi-

ness transactions. See, e.g., Nolan, 259 F.3d at 216. Simply

put, the 1984 visit to the CFA Institute in Virginia was the

genesis of this dispute. The visit prompted the parties to enter

into the License Agreement; ICFAI’s subsequent infringe-

ment of the CFA Institute’s rights under the License Agree-

ment resulted in the Settlement Agreement (recognized by the

Fourth Stipulation); and ICFAI’s alleged breach of the Settle-

ment Agreement resulted in this lawsuit. Thus, the Reinstate-

ment Stipulations show a seamless series of business

transactions from ICFAI’s 1984 Charlottesville visit to the fil-

ing of the Complaint.

17

Pursuant to applicable precedent, we are entitled to accord special

weight to the fact that it was ICFAI that initiated contact with the CFA

Institute in Virginia. Cf. Diamond Healthcare of Ohio, Inc. v. Humility of

Mary Health Partners, 229 F.3d 448, 451 (4th Cir. 2000) (concluding con-

tacts insufficient in part because plaintiff initiated contractual relation-

ship).

CFA INSTITUTE v. INSTITUTE OF CHARTERED FINANCIAL 17

ICFAI’s contacts with Virginia, however, included more

than the 1984 visit alone. The Second Stipulation reveals that,

in 1987, an ICFAI representative visited the CFA Institute in

Charlottesville on at least one other occasion, reinforcing the

conclusion that the claims in the Complaint arise out of

ICFAI’s actions directed toward Virginia. And the Third Stip-

ulation supports that view. As the district court specified

therein, ICFAI "corresponded and collaborated" with the CFA

Institute over a period of several years, reinforcing the propo-

sition that ICFAI’s business transactions with the CFA Insti-

tute were substantial and ongoing. Indeed, the court’s use of

the word "collaborated" in the Third Stipulation describes an

integrated relationship, in that to "collaborate" means to

"work jointly on an activity, [especially] to produce or create

something." The New Oxford American Dictionary 332 (2d

ed. 2005). In sum, the Reinstatement Stipulations — to which

"the parties, at a minimum, agree" — do not invoke images

of isolated interaction. They instead reflect a purposeful effort

by ICFAI to transact business with the CFA Institute in the

Commonwealth. Thus, the CFA Institute’s claims clearly

arise out of ICFAI’s Virginia-related activities.

c.

Finally, under the third prong of the minimum contacts test,

we must assess whether the district court’s exercise of juris-

diction over ICFAI under Virginia’s long-arm statute would

be "constitutionally reasonable." Nolan, 259 F.3d at 216

(internal quotation marks omitted). Generally, such an analy-

sis ensures that litigation is not "‘so gravely difficult and

inconvenient’" as to place the defendant at a "‘severe disad-

vantage in comparison to his opponent.’" Id. at 217 (quoting

Burger King, 471 U.S. at 476). Furthermore, at least three

other relevant factors — the burden on ICFAI, the interests of

the Commonwealth as the forum state, and the CFA Insti-

tute’s interests in obtaining relief — inform the reasonable-

ness analysis. See Nolan, 259 F.3d at 217 (citing Burger King,

471 U.S. at 475); see also Lesnick v. Hollingsworth & Vose

18 CFA INSTITUTE v. INSTITUTE OF CHARTERED FINANCIAL

Co., 35 F.3d 939, 945-46 (4th Cir. 1994) (utilizing these fac-

tors). We will assess these factors in turn.

First, although we recognize that ICFAI’s location in India

may present unique challenges, see Asahi Metal Indus. Co.,

Ltd. v. Superior Ct. of Cal., 480 U.S. 102, 114 (1987),

ICFAI’s being haled into court in Virginia is not, in these cir-

cumstances, particularly burdensome. As shown by these pro-

ceedings, ICFAI has been able to secure counsel to represent

its interests, and its litigation burden is thus no more substan-

tial than that encountered by other entities that choose to

transact business in Virginia. More simply, ICFAI is not

shielded from civil liability in Virginia because it is head-

quartered in India.

Furthermore, the inequity of being haled into a foreign

forum is mitigated if it was reasonably foreseeable that the

defendant could be subject to suit there. See Shaffer, 433 U.S.

at 218 (Stevens, J., concurring in judgment) (explaining that

defendant’s contacts with foreign sovereign "give[ ] rise to

predictable risks"). And, in these circumstances, it was rea-

sonably foreseeable to ICFAI that the CFA Institute might ini-

tiate a lawsuit in Virginia. The CFA Institute is a Virginia

entity, and ICFAI had repeatedly reached into the Common-

wealth to transact business with it. See Indianapolis Colts v.

Metro. Baltimore Football Club Ltd. P’ship, 34 F.3d 410, 412

(7th Cir. 1994) (observing that defendant, in effect, "enter[s]

the state in some fashion" when it infringes plaintiff’s intel-

lectual property (internal quotation marks omitted)). But see

World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286,

295 (1980) (observing that "‘foreseeability’ alone has never

been a sufficient benchmark for personal jurisdiction under

the Due Process Clause"). Although ICFAI may face chal-

lenges in defending against litigation in Virginia, its amena-

bility to suit in the Commonwealth nevertheless comports

with the requirements of due process. See Calder v. Jones,

465 U.S. 783, 790 (1984) ("An individual injured in Califor-

nia need not go to Florida to seek redress from persons who,

CFA INSTITUTE v. INSTITUTE OF CHARTERED FINANCIAL 19

though remaining in Florida, knowingly cause the injury in

California.").

Second, in assessing the interests of the forum state, the

Commonwealth clearly possesses a substantial interest in hav-

ing this lawsuit adjudicated in Virginia. The CFA Institute, as

a Virginia entity, possessed and pursued its Lanham Act and

contractual claims against ICFAI in the Commonwealth. And

Virginia has a valid interest in the resolution of the grievances

of its citizens and businesses, particularly when they poten-

tially involve issues of Virginia law. See Lee v. Walworth

Valve Co., 482 F.2d 297, 299 (4th Cir. 1973) (recognizing

forum state’s "paternal interest in the recovery by one of its

citizens of appropriate compensation, if there is a substantive

cause of action"); see also McGee, 355 U.S. at 223 (same); cf.

Fed. Ins. Co. v. Lake Shore, Inc., 886 F.2d 654, 661 (4th Cir.

1989) (recognizing that plaintiffs’ status as non-forum-state

residents weighs against recognizing jurisdiction). As a result,

the Commonwealth’s interests favor the court’s exercise of

personal jurisdiction over ICFAI.

Finally, the CFA Institute possesses a valid and substantial

interest in having its legal rights recognized and vindicated.

Since 1959, it has apparently carved out a market niche by

cultivating the CFA mark and its products. As a result, the

CFA Institute is entitled to utilize the judicial system in Vir-

ginia to protect and vindicate its intellectual property and

other legal rights.

As this analysis reveals, the district court’s exercise of per-

sonal jurisdiction over ICFAI was constitutionally reasonable.

In such circumstances, ICFAI’s transactions with the CFA

Institute in the Commonwealth satisfy Virginia’s long-arm

statute and the Due Process Clause.

IV.

Pursuant to the foregoing, it is unnecessary to reach and

address the Reinstatement Opinion’s application of Rule

20 CFA INSTITUTE v. INSTITUTE OF CHARTERED FINANCIAL

4(k)(2). We are satisfied to affirm the district court’s judg-

ment on the alternative ground that it possessed personal

jurisdiction over ICFAI under Virginia’s long-arm statute.

AFFIRMED