Hannah Development, LLC v. Maverick General Contractors, LLC

07/21/2025

IN THE COURT OF APPEALS OF TENNESSEE

AT NASHVILLE

May 6, 2025 Session

HANNAH DEVELOPMENT, LLC v. MAVERICK GENERAL

CONTRACTORS, LLC ET AL.

Appeal from the Circuit Court for Sumner County

No. 83CC1-2024-CV-682 Joe Thompson, Judge

___________________________________

No. M2024-01592-COA-R3-CV

___________________________________

A Tennessee residential homebuilder alleged that a Floridian general contractor and its

principal fraudulently disguised the painting of fencing at the principal’s personal residence

as a legitimate business expense on a fraudulent invoice submitted to and paid by the

Tennessee company. The company brought a tort suit in Tennessee. The trial court granted

the Defendants’ motion to dismiss for lack of personal jurisdiction. We conclude that the

homebuilder’s allegations and the Defendants’ contacts with Tennessee are sufficient for

specific personal jurisdiction, and that exercising personal jurisdiction would not violate

the Due Process Clause. Accordingly, we reverse.

Tenn. R. App. P. 3 Appeal as of Right; Judgment of the Circuit Court Reversed

JEFFREY USMAN, J., delivered the opinion of the Court, in which J. STEVEN STAFFORD,

P.J., W.S., and W. NEAL MCBRAYER, J., joined.

Andrew J. Pulliam, Nashville, Tennessee, for the appellant, Hannah Development, LLC.

Joshua J. Phillips, Gallatin, Tennessee, for the appellees, Maverick General Contractors,

LLC, and Brent McDowell.

OPINION

I.

Appellant Hannah Development, LLC (Hannah), is a member-managed limited

liability company that builds residential homes in multiple states, including Tennessee and

Florida. Hannah established its headquarters and sole operating office at 100 Commerce

Drive, Suite A, Hendersonville, Tennessee 37075. Hannah is registered with both the

Tennessee Secretary of State’s office and the Florida Secretary of State’s office using the

same Hendersonville, Tennessee, address as its “principal address” and “mailing address.”

Hannah alleges that its members complete all contracting, design, payroll, management,

and other essential functions from within the company’s Hendersonville, Tennessee,

office. Hannah’s members opened a business account at Sumner Bank & Trust in Sumner

County, Tennessee, for the purposes of facilitating all necessary monetary disbursements.

In 2022, Hannah began work on two homebuilding projects in Florida. First,

Hannah designed a custom home to be built at 19 Saint Tropez Court in Miramar Beach,

Florida (the “St. Tropez Project”). Hannah completed this project in 2023. Second,

Hannah acted as an agent for a Tennessee couple seeking to build a house at 276 Clareon

Drive in Inlet Beach, Florida (the “Clareon Project”). Hannah completed this project in

2024. Though the record lacks copies of any advertisements for these projects, the parties

recognize that Hannah obtained bids for these projects from qualified Floridian general

contractors.

Appellee Brent McDowell owns and principally operates Appellee Maverick

General Contractors, LLC (“Maverick”), which is a Florida limited liability company.

Acting on Maverick’s behalf, Mr. McDowell submitted bids for Hannah’s projects. The

parties disagree on some of the details concerning the bidding process. Mr. McDowell

swore in a declaration that one of Hannah’s members personally visited him in Florida to

negotiate at least one of the bid contracts. Hannah, however, denies that it ever sent a

representative to meet Mr. McDowell. Instead, Hannah points to a series of emails sent by

Mr. McDowell to Hannah’s Tennessee-based representatives wherein Mr. McDowell

attached copies of what appear to be bid contracts that he personally drafted for Hannah’s

consideration.

Each of Maverick’s bid contracts is two pages long and is entitled “Construction

Contract Agreement.” The contracts feature the name “Maverick General Contractors

LLC” in the header and Mr. McDowell’s signature at the end of the document. Each

contract briefly describes the work that Mr. McDowell and his company would perform,

the minimum funding necessary to begin work, the company’s obligation to “comply to all

FL building codes” and worker’s compensation requirements, the provision of Builder’s

Risk Insurance by Maverick, alongside other general details about the length of the

contracts and the terms. Neither contract includes a choice of law provision or a venue

selection clause. Mr. McDowell and Maverick also appended quote sheets to both

contracts that represented their reasonable forecast regarding how much funding would be

necessary to complete each project. Regarding these attached quotes, the St. Tropez project

quote describes Hannah as being located at “LOT 17 SAINT TROPEZ” in Florida.

However, the later-executed Clareon Project quote describes Hannah as being located at

“100 Commerce Drive, Suite A, Hendersonville, Tennessee 37075.” Hannah accepted

Maverick’s bids.

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Construction proceeded on both projects shortly thereafter. Regarding the

construction process, Hannah alleges that it created and finalized plans for each project in

Hendersonville and sent the finalized plans to Maverick and Mr. McDowell. Then, Mr.

McDowell worked alongside other subcontractors to complete the physical work at each

site. At Mr. McDowell’s request, Hannah regularly wired funds from its bank account in

Sumner County, Tennessee, typically in the form of $50,000 draws, to pay for things like

subcontractor compensation and material acquisition. In terms of construction progress,

Mr. McDowell regularly sent written explanations or photographic proof of work being

completed, allowing Hannah to review and respond with any necessary changes or

questions. Despite Hannah playing a significant role in steering the parties’ relationship,

it appears that Maverick controlled some aspects of the relationship as well, including some

accounting matters. In one email in particular, Misty Pyle, one of Hannah’s members,

asked Mr. McDowell if Hannah could “please do the billing differently” and to send

invoices to a general email account. Mr. McDowell apparently rejected Ms. Pyle’s request,

writing: “[T]his is the way I am going to do it moving forward, also I will be sending copies

of the checks too. I am going to send to you and Dusty only” instead of the general email

account. In the aggregate, the record contains hundreds of email communications between

Hannah’s members and Mr. McDowell regarding these two projects. Almost every time

that a Hannah representative sent an email to Mr. McDowell or responded to a

communication from him, said representative signed the email with a corporate signature

block that includes the company’s corporate address in Hendersonville, Tennessee.

Mr. McDowell and Maverick looped in many subcontractors while completing work

on these two projects. The record contains many quotations and contracts from various

vendors, including several Floridian subcontractors. However, the record also includes

documents related to a company called Ferguson Enterprises, LLC, which is based in

Nashville, Tennessee. Though the record does not confirm whether one of Hannah’s

representatives personally contacted Ferguson Enterprises or if instead Mr. McDowell and

Maverick initiated contact, quote sheets from Ferguson Enterprises indicate that appliances

and fixtures were sold to “Hannah Custom Homes” before being immediately shipped to

Florida.1

The dispute that animates this appeal concerns Maverick and Mr. McDowell’s

interactions with one of their subcontractors, specifically a man named Freddy Pineda. Mr.

Pineda is a painter by trade and owns a company called CEP Construction, Inc. Hannah

alleges that Mr. McDowell instructed Mr. Pineda to paint a series of fences located at Mr.

McDowell’s personal residence and then fraudulently charge the costs of painting those

fences to Hannah by masquerading them as legitimate business expenses associated with

1

The exact status of “Hannah Custom Homes vis-à-vis Hannah Development, LLC,” is not made

clear in the record, but Ms. Pyle’s email signature block lists “Hannah Custom Homes” alongside several

other similarly named limited liability companies.

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the Clareon Project.

Mr. Pineda swore a declaration in this case wherein he corroborated Hannah’s

allegations. Mr. Pineda averred that

[d]uring that Clareon Project, pursuant to McDowell’s instructions, I painted

the fence at his home and charged the $10,000 for that work to the Clareon

Project. At the time, CEP was under the impression that MGC and Hannah

were partners on the building of the Clareon Project. Thus, when MGC told

me to invoice the fence painting at the McDowell home to the Clareon

Project, I did not question it. When I was later told that both companies were

not partners on that project, I realized what had happened and I informed

Hannah of the work on Mr. McDowell’s home fence and provided Hannah

with the invoice, showing that such work was done on Mr. McDowell’s

home, which Mr. McDowell had failed to do.

...

McDowell told CEP to charge the fence painting at his home to the Clareon

Project even though that painting work was not related to the Clareon Project

at all. Following his direction, CEP then invoiced the $10,000.00 for

painting McDowell’s home fence to McDowell on August 3, 2023 (Invoice

#2209). That invoice is attached to Dusty Hannah’s Declaration as Exhibit

E. CEP put in its invoice that the painting was for the Clareon Project and

did so because McDowell told me to do that. CEP charged the $10,000.00

amount to the Clareon Project because McDowell told me to do so.

....

In March 2024, Hannah asked me about the difference between the

$30,000.00 amount bid by CEP for all painting on the Clareon Project and

the $40,000.00 charged for painting on that project. It was at this time I was

told that MGC and Hannah were not partners on that project and I realized

what had happened. I told Dusty Hannah that the extra $10,000.00 was for

painting the fence at McDowell’s home and that McDowell told me to charge

that extra $10,000.00 to the Clareon Project. I provided Hannah the invoice,

showing that such work was done on Mr. McDowell’s home.

Consistent with Mr. Pineda’s recollection, Hannah alleges that it received an invoice from

Mr. McDowell via email that included this allegedly fraudulent charge, that it failed to

discover the disguised charge upon initially reviewing the invoice, and that it subsequently

disbursed $40,000 to Maverick and Mr. McDowell from its bank account in Tennessee

instead of the $30,000 that CEP originally bid for the painting work.

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When Hannah received this information from Mr. Pineda, the company accused Mr.

McDowell of wrongdoing. Specifically, Dusty Hannah, who is Hannah’s owner as well as

a member, wrote to Mr. McDowell,

I couldn’t figure out why it was taking Freddy so long to give a simple

answer on why Connor was overbilled $10,000. Seemed like a simple

request, but now I understand why. After letting him know that we would

be deducting the $10,000 from his St. Tropez invoice, he informed me that

you requested him to make the bill out for our Clareon job, but that the work

for the $10,000 was completed at your personal residence. Given that the

work was not on the Clareon Job, please refund us the $10k asap that was

overpaid. I understand that you may have had him complete work at the

other project but billed our project to save you cost. Even if that was the

case, we should not have had to pay for the other project.

Finally, I also want to make sure that this did not happen regarding

any other sub/suppliers on the Clareon or St Tropez job. So, please refund

us the $10k that was overpaid as soon as possible and let us know whether

overpayment was done regarding any of the other subcontractors/suppliers

on the Clareon or St Tropez jobs.

Thanks.

Dusty Hannah

Owner/Operator

Hannah Custom Homes, LLC

100 Commerce Drive

Hendersonville, TN 37075

[phone number omitted]

Mr. McDowell responded to this email, denying Mr. Hannah’s fraud implication:

Dusty,

I appreciate you returning my phone call yesterday afternoon. As we spoke

about CEP did not paint my home and it was completed in the Spring of 2022.

With that being said we do have many other projects from commercial and

residential that they are painting and no telling what [bids], contract amount

or punch outs may have been billed to all jobs of CEP Painting. They do

good work but the bidding and billing is not that great at times. As I said

yesterday and the past two year[s] if there is any credit due we are happy to

apply! I do not like or approve of your email and Jeff[’]s last phone call. I

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fee[l] like we did a very good job with the 50k flat[] fee and the [homes].

Hoa stuff in St Trop[e]z should have been done by you guys and your HOA!

We built the home per code, per approved samples and spec[s] provided.

I called Freddy about your email and have not heard back from him. I also

spoke with Mr. Connor regarding their home yesterday and he brought up

the final amount due and whom he should pay last 20k ap[p]rox it to[]. I will

be in touch about a few items as well that are not lined up. Please provide us

an update on the outstanding invoice from the rental equipment we billed you

guys under our contract agreement in St Trop[e]z. I am requesting a copy of

the contract agreement with the amount paid to the cabinets company you

used with a copy of their Florida General Liability Insurance and Florida

Workers Comp Policy on 19 St. Trop[e]z and 167 Clar[e]on.

Thank you,

Brent McDowell

Owner & General Contractor

Maverick General Contractors, LLC

[phone numbers omitted]

Having found no relief through Maverick and Mr. McDowell (the Defendants),

Hannah sued them in Sumner County General Sessions Court. Hannah demanded that they

answer for a “[Tennessee Consumer Protection Act (TCPA)] violation, fraud, theft,

intentional misrepresentation, conversion, and breach of contract” stemming from the

fence painting incident. In advance of a hearing, Hannah paid to fly Mr. Pineda to

Tennessee to testify against the Defendants, but the Defendants obtained a continuance

after making a special appearance to contest the validity of personal jurisdiction. In

addition to urging the court to dismiss Hannah’s lawsuit for lack of personal jurisdiction,

Maverick and Mr. McDowell also raised a defense under the doctrine of forum non

conveniens.2 After obtaining their continuance, Maverick and Mr. McDowell removed

Hannah’s lawsuit to Sumner County Circuit Court.

Hannah filed a first amended complaint in the trial court. Notably, Hannah

abandoned its breach of contract claim while retaining its tort claims. It identified in its

2

Whereas the lack of personal jurisdiction presents overriding concerns about a court’s ability to

hear a particular controversy, “[f]orum non conveniens deals with the discretionary power of the court to

decline to exercise a possessed jurisdiction whenever, because of varying factors, it appears the controversy

may be more suitable or conveniently tried elsewhere.” Luna v. Sherwood, 208 S.W.3d 403, 405 (Tenn.

Ct. App. 2006) (footnote omitted); see also Meighan v. U.S. Sprint Commc’ns Co., 924 S.W.2d 632, 639

(Tenn. 1996) (distinguishing between personal jurisdiction, which, like subject matter jurisdiction, “is

generally defined by the constitution or statute and conferred by the authority that organizes the courts,”

and venue, which “is a concept based on privilege of and convenience to the parties”).

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complaint a great deal of the interactions that Maverick and McDowell had with Tennessee

generally and Hannah specifically.

Maverick and Mr. McDowell renewed their motion to dismiss for lack of personal

jurisdiction and re-raised their forum non conveniens defense. Despite Hannah having

abandoned its breach of contract claim, the Defendants characterized Hannah’s entire

lawsuit as one sounding in contract, rather than tort. Proceeding forward from that premise,

the Defendants emphasized that essentially all the physical work on the St. Tropez Project

and Clareon Project took place in Florida, which, they argued, undermined any suggestion

that they had purposefully availed themselves of Tennessee. Maverick and Mr. McDowell

also argued that it would be unfair and unreasonable for Tennessee to exercise personal

jurisdiction. Additionally, the Defendants argued in the alternative that, even if Maverick

could be haled into Tennessee courts, Mr. McDowell could not, as he had only been acting

as Maverick’s agent. Hannah responded to the Defendants’ motion with a staggering

number of exhibits, including among other things, hundreds of emails, numerous bank

statements and wire transfer confirmations, building plans, text messages, and sworn

declarations that, it alleged, demonstrated in the aggregate that Maverick and Mr.

McDowell knowingly and intentionally engaged in tortious conduct aimed at Tennessee

and that they injured a Tennessee domiciliary in the State of Tennessee.

The circuit court granted Maverick and Mr. McDowell’s motion to dismiss for lack

of personal jurisdiction without ruling on the Defendants’ forum non conveniens defense.

The circuit court concluded that the alleged misconduct did not meet two of the possible

statutory hooks for exercising personal jurisdiction. Specifically, the circuit court found

inapplicable both Tennessee Code Annotated section 20-2-223(a)(1), which permits state

courts to exercise personal jurisdiction over nonresident defendants who “[t]ransact[] any

business in this state,” and Tennessee Code Annotated section 20-2-223(a)(4), which

permits state courts to exercise personal jurisdiction over nonresident defendants

“[c]ausing tortious injury in this state by an act or omission outside this state of the person

who regularly does or solicits business, or engages in any other persistent course of

conduct, or derives substantial revenue from goods used or consumed or services rendered,

in this state.”

Hannah appealed the dismissal of its suit. Hannah set forth the issue on appeal as

“[w]hether the trial court erred by dismissing the case based on a finding that Hannah did

not show a prima facie case that there is personal jurisdiction over Defendants in

Tennessee.” Alternatively, Maverick and Mr. McDowell defend the circuit court’s

dismissal on the basis that Hannah failed to make its prima facie case, which was the basis

of the circuit court’s ruling, and also on the basis of unfairness and unreasonableness under

step two of personal jurisdiction analysis. Hannah replies that it satisfies both the step one

and step two requirements for personal jurisdiction.

II.

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This appeal requires us to consider whether the trial court erred in dismissing

Hannah’s lawsuit against Maverick and Mr. McDowell for lack of personal jurisdiction.

Tennessee Rule of Civil Procedure 12.02(2) allows nonresident defendants like Maverick

and Mr. McDowell to challenge whether the trial court has personal jurisdiction. See

Crouch Ry. Consulting, LLC v. LS Energy Fabrication, LLC, 610 S.W.3d 460, 470 (Tenn.

2020); see also Gordon v. Greenview Hosp., Inc., 300 S.W.3d 635, 643 (Tenn. 2009) (“The

Court correctly pointed out that questions regarding personal jurisdiction must be raised

and decided using the procedures applicable to Tenn. R. Civ. P. 12.02(2).”). In applying

this mechanism, the Tennessee Supreme Court has cautioned courts against “improperly

depriving the plaintiff of its right to have its claim adjudicated on the merits.” Crouch Ry.

Consulting, LLC, 610 S.W.3d at 470-71 (citing Gordon, 300 S.W.3d at 644).

The Tennessee Supreme Court has explained the mode of analysis and standard of

review in such cases as follows:

A defendant may challenge the existence of personal jurisdiction by

filing a motion to dismiss the complaint under Rule 12.02(2) of the

Tennessee Rules of Civil Procedure. The defendant may choose to support

the motion with affidavits or other evidentiary materials. If a defendant does

so, the plaintiff must respond with its own affidavits or other evidentiary

materials. First Cmty. Bank, N.A. v. First Tenn. Bank, N.A., 489 S.W.3d 369,

382 (Tenn. 2015); Gordon, 300 S.W.3d at 644. However, a Rule 12.02(2)

motion is not converted to one for summary judgment when the parties

submit matters outside the pleadings. State v. NV Sumatra Tobacco Trading

Co., 403 S.W.3d 726, 739 (Tenn. 2013); Gordon, 300 S.W.3d at 644.

The plaintiff bears the burden—albeit not a heavy one—of

establishing that the trial court may properly exercise personal jurisdiction

over a defendant. First Cmty. Bank, 489 S.W.3d at 382; Gordon, 300 S.W.3d

at 643. When a defendant supports its Rule 12.02(2) motion with affidavits

or other evidentiary materials, the burden is on the plaintiff to make a prima

facie showing of personal jurisdiction over the defendant through its

complaint and affidavits or other evidentiary materials. To make a prima

facie showing of personal jurisdiction under Tennessee law, the factual

allegations in the plaintiff’s complaint, affidavits, and other evidentiary

materials must establish sufficient contacts between the defendant and

Tennessee with reasonable particularity. First Cmty. Bank, 489 S.W.3d at

383.

In evaluating whether the plaintiff has made a prima facie showing,

the trial court must accept as true the allegations in the plaintiff’s complaint

and supporting papers and must resolve all factual disputes in the plaintiff’s

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favor. Sumatra, 403 S.W.3d [726,] 739 [Tenn. 2013]. However, the court is

not obligated to accept as true allegations that are controverted by more

reliable evidence and plainly lack credibility, conclusory allegations, or

farfetched inferences. First Cmty. Bank, 489 S.W.3d at 382. Nevertheless,

the court should proceed carefully and cautiously to avoid improperly

depriving the plaintiff of its right to have its claim adjudicated on the merits.

Gordon, 300 S.W.3d at 644.

A trial court’s decision regarding the validity of personal jurisdiction

over a defendant presents a question of law. We therefore conduct a de novo

review of the trial court’s decision with no presumption of correctness. First

Cmty. Bank, 489 S.W.3d at 382; Gordon, 300 S.W.3d at 645. In other words,

in this appeal, we conduct the same evaluation of [the] complaint and the

parties’ affidavits and supporting papers relating to [the defendant’s] Rule

12.02(2) motion as the trial court.

Crouch Ry. Consulting, LLC, 610 S.W.3d at 470-71.

III.

The central issue presented on appeal in the present case is whether Hannah can

constitutionally and fairly compel Maverick and Mr. McDowell to defend against its suit

in a Tennessee court. The parties have thoughtful disagreements about this issue. Before

we examine the contested ground between them, it is important to consider the contours of

personal jurisdiction and the framework set forth by the Tennessee Supreme Court for

analyzing such issues.

The Fourteenth Amendment to the United States Constitution provides in part that

states like Tennessee cannot “deprive any person of life, liberty, or property, without due

process of law.”3 U.S. Const. Amend XIV, § 1. Traditionally, “a court simply could not

exercise in personam jurisdiction over a nonresident who had not been personally served

with process in the forum” unless the nonresident, otherwise, consented to the action.

Burnham v. Superior Ct. of Cali., County of Marin, 495 U.S. 604, 616-18 (1990)

(explaining historical evolution of personal jurisdiction principles); see also Crouch, 610

3

During oral argument, the Defendants clarified that they present no argument in this case that the

Tennessee Constitution provides any greater protection to them in this area than the United States

Constitution. See Gordon, 300 S.W.3d at 646 (“Tennessee courts have generally held that the due process

requirements of the Constitution of Tennessee are co-extensive with those of the United States

Constitution.”). Accordingly, we tailor our focus upon the general personal jurisdiction requirements

imposed by the Fourteenth Amendment to the United States Constitution as they have been previously

explained by state and federal courts. See, e.g., id. (“We have also drawn helpful guidance from the

decisions of the federal courts, particularly the United States Supreme Court, with regard to the application

of due process principles to the exercise of personal jurisdiction over . . . nonresident defendants.”).

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S.W.3d at 471 (tracing due process principles “back to the nineteenth century” and

specifically the United States Supreme Court’s decision in Pennoyer v. Neff, 95 U.S. 714

(1877)). In 1945, however, the United States Supreme Court “eschewed the historical view

that a defendant’s presence within the territorial jurisdiction of a court is a prerequisite to

the court’s authority to render a valid judgment” against him, Crouch, 610 S.W.3d at 471,

and shifted the focus instead to whether the defendant has “certain minimum contacts with

[the forum state] such that the maintenance of the suit does not offend ‘traditional notions

of fair play and substantial justice,’” id. at 471-72 (quoting International Shoe Co. v.

Washington, 326 U.S. 310, 316 (1945)); see also NV Sumatra Tobacco Trading Co., 403

S.W.3d at 741 (calling International Shoe “[t]he United States Supreme Court’s seminal

modern personal jurisdiction case”).

Two broad categories of personal jurisdiction exist within the International Shoe

paradigm: general personal jurisdiction and specific personal jurisdiction. First Cmty.

Bank, N.A., 489 S.W.3d at 388. The first category is more often called “general

jurisdiction” and is premised on substantial forum-related activity by the defendant that is

sufficiently continuous and systematic to treat the defendant as being “essentially at home”

in the forum state. Ford Motor Co. v. Montana Eighth Judicial Dist. Court, 592 U.S. 351,

358 (2021) (referring to the same as “all-purpose” jurisdiction because a state with general

jurisdiction over a nonresident defendant can hear cases “concern[ing] events and conduct

anywhere in the world”); see Gordon, 300 S.W.3d at 647-48 (collecting cases). This level

of connectivity is usually established when a business either incorporates or operates its

principal place of business in the forum state. See Goodyear Dunlop Tires Operations,

S.A. v. Brown, 564 U.S. 915, 924 (2011). Hannah noted at oral argument that it was not

asserting that either Mr. McDowell or Maverick had established such a firm connection

with Tennessee, meaning Hannah is instead placing its focus on asserting “specific

jurisdiction.” See First Cmty. Bank, N.A., 489 S.W.3d at 388.

“Specific jurisdiction exists when a defendant has minimum contacts with the forum

state and the cause of action arises out of” or relates to “those contacts.” Id. (quoting N.V.

Sumatra Tobacco Trading Co., 403 S.W.3d at 744); Ford Motor Co., 592 U.S. at 359

(“[W]e have often stated” that the causation component of specific jurisdiction analysis

requires that the plaintiff’s lawsuit “‘must arise out of or relate to the defendant’s contacts’

with the forum” (quoting Bristol-Myers Squibb Co. v. Superior Ct. of Cali., San Francisco

Cnty., 582 U.S. 255, 262 (2017) (citation modified))). The existence of some contacts

between the defendant and the forum state “has been the crux of personal jurisdiction in

America ever since International Shoe was decided.” NV Sumatra Tobacco Trading Co.,

403 S.W.3d at 741-42. If some contacts exist between the defendant and Tennessee, the

question next becomes whether “(1) they show purposeful availment of the forum state,

and (2) [whether] the plaintiff’s claim either ‘arise[s] out of or relate[s] to’ to defendant’s

contacts with the forum.” Baskin, 676 S.W.3d at 575 (quoting Ford Motor Co., 592 U.S.

at 359 (citation modified)).

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This court has explained that “it is essential in each case that there be some act by

which the defendant purposefully avails itself of the privilege of conducting activities

within the forum State, thus invoking the benefits and protections of its laws.” Hibdon v.

Grabowski, 195 S.W.3d 48, 71 (Tenn. Ct. App. 2005) (quoting Hanson v. Denckla, 357

U.S. 235, 253 (1958)). That a defendant has purposefully availed himself or herself of

Tennessee is not independently sufficient to create specific personal jurisdiction, as the

plaintiff must also demonstrate that his or her lawsuit somehow spawned out of the

defendant’s purposeful availment. A plaintiff may show that his or her lawsuit “arises out

of” the defendant’s contacts by demonstrating either “a causal connection between the

defendant’s in-state activities and the plaintiff’s claim” or that his or her lawsuit is

“relate[d] to” the defendant’s contacts with Tennessee “without [needing] a causal nexus

between them and the plaintiff’s claim.” Baskin, 676 S.W.3d at 575 (citing Ford Motor

Co., 592 U.S. at 362); see also Amy L. Moore, Sweeping General Jurisdiction Under the

Specific Jurisdiction Rug: A Doctrinal Map of the Contraction and Expansion of Personal

Jurisdiction as Told by Ford, 93 Miss. L.J. 665, 670 (2024) (emphasizing that the relational

test of the United States Supreme Court “is disjunctive: contacts may prompt litigation by

causally creating them or contacts may merely relate to the litigation to be sufficient”). All

these inquiries fit within what the Tennessee Supreme Court has deemed to be the first step

of the specific personal jurisdiction analysis. First Cmty. Bank, N.A., 489 S.W.3d at 388

(instructing courts “to analyze first whether the defendant’s activities in the state that gave

rise to the cause of action constitute sufficient minimum contacts with the forum state to

support specific jurisdiction” (citing International Shoe Co., 326 U.S. at 316)).

However, even where sufficient contacts exist and the plaintiff’s lawsuit is either

causally linked or otherwise related to those contacts, the State of Tennessee cannot

exercise specific personal jurisdiction unless doing so would be fair and reasonable under

the circumstances. Baskin, 676 S.W.3d at 569 (“If a plaintiff has made a prima facie

showing of a defendant’s minimum contacts, the defendant may nevertheless ‘present a

compelling case’ that the exercise of specific jurisdiction would be unfair or unreasonable.”

(quoting Burger King Corp. v. Rudzewicz, 471 U.S. 462, 477 (1985)). As noted in the prior

section, if the plaintiff succeeds at step one, the burden at this point shifts to the defendant.

See, e.g., Crouch Ry. Consulting, LLC, 610 S.W.3d at 485. Courts assess five factors in

deciding whether the exercise of specific personal jurisdiction is fair: “(1) the burden on

the defendant; (2) the interests of the forum state; (3) the plaintiff’s interest in obtaining

relief; (4) the interstate judicial system’s interest in obtaining the most efficient resolution

of controversies; and (5) the shared interest of the several states in furthering fundamental

substantive social policies.” Baskin, 676 S.W.3d at 569.

In addition to the constitutional requirements, courts also need statutory

authorization to exercise personal jurisdiction. See, e.g., Gordon, 300 S.W.3d at 645

(noting that statutes define the outer limits of “the ability of Tennessee’s courts to exercise

jurisdiction over nonresident defendants”). As the Tennessee Supreme Court explained in

State v. NV Sumatra Tobacco Trading Company, Tennessee enacted several different

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“long-arm statute[s] to expand its jurisdictional reach as far as constitutionally

permissible.” 403 S.W.3d at 741; see also William A. Schramkowski, Look Before You

Leap: The Measured Approach to Analyzing Registration Statutes Under the Dormant

Commerce Clause, 48 Vt. L. Rev. 355, 374 (2024) (explaining how many states, like

Tennessee as recounted in cases like Gordon, reacted to International Shoe by crafting

statutes that would “legally stretch[ ] . . . personal jurisdiction capabilities to the

Constitution’s outer bounds”). While Tennessee’s long-arm statutes contain various lists

of potential reasons to hale out-of-state actors into its courts, see, e.g., Tenn. Code Ann. §§

20-2-214, -223, -225, the General Assembly has extended the reach of personal jurisdiction

in Tennessee to “[a]ny basis not inconsistent with the constitution of this state or of the

United States.” Tenn. Code Ann. §§ 20-2-214(a)(6), -225(2); Baskin, 676 S.W.3d at 567

(collecting cases). Given the existence of the catch-all provision, “the inquiries under

Tennessee statutory law and under relevant constitutional law collapse into one.” Baskin,

676 S.W.3d at 567. The parties agree that the circuit court erred insofar as it focused too

narrowly on particular statutory hooks for personal jurisdiction without considering the

broader reach of the catch-all provision and the critical constitutional arguments. The

parties have briefed the constitutional issues presented in this appeal both as to step one

and step two of the issue of personal jurisdiction, and, given that personal jurisdiction

motions present a question of law, we now move to analyzing the parties’ arguments

consistent with the principles described above. See Baskin, 676 S.W.3d at 566; First Cmty.

Bank, N.A., 489 S.W.3d at 382.

IV.

A.

Consistent with the analytical framework of the Tennessee Supreme Court, we

begin by assessing Mr. McDowell and Maverick’s contacts with Tennessee and the

connection of these contacts, if any, with Hannah’s lawsuit.

Since 2022, Maverick and Mr. McDowell have had numerous communications

with various Tennessee entities including, of course, Hannah and its officers, but also the

Tennessee couple that hired Hannah as its agent to build the Clareon Drive Project and at

least one Tennessee-based vendor of appliances and fixtures, Ferguson Enterprises, LLC.

Mr. McDowell and Maverick relied, at least in part, on materials, designs, and funding that

came directly from Tennessee to complete their work. Mr. McDowell’s construction

contracts with Hannah are themselves “contacts” within the meaning of personal

jurisdiction precedent. See, e.g., Burger King Corp., 471 U.S. at 478-79 (noting that, while

a contract itself cannot “alone” create personal jurisdiction, “factors” such as “prior

negotiations and contemplated future consequences, along with the terms of the contract

and the parties’ actual course of dealing . . . must be evaluated in determining whether the

defendant purposefully established minimum contacts within the forum”).

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The fact that the second contract listed Hannah as a Tennessee domiciliary indicates

that the Defendants were keenly aware that they had contracted with a Tennessee-based

company and that they would be building one of the two projects on behalf of Tennessee

residents. See Ford Motor Co., 592 U.S. at 359 (explaining that a plaintiff may show that

“the defendant deliberately ‘reached out beyond’ its home—by, for example . . . entering

a contractual relationship centered there” (quoting Walden v. Fiore, 571 U.S. 277, 285

(2014)). Each email the Defendants received from Hannah’s members had the company’s

Hendersonville, Tennessee, address listed in the signature block, serving as a reminder of

the company’s Tennessee-centric identity. See NV Sumatra Tobacco Trading Co., 403

S.W.3d at 754 (“Due process requires that individuals be given ‘fair warning that a

particular activity may subject them to the jurisdiction of a foreign sovereign.’ . . . [T]he

requirement of fair warning is satisfied as long as the defendant has ‘purposefully directed’

his or her activities at residents of the forum state . . . .” (quoting Attea v. Eristoff, No.

M2005-02834-COA-R3-CV, 2007 WL 1462206, at *2-3 (Tenn. Ct. App. May 18, 2007))).

These contacts at the very least “relate to” Hannah’s current lawsuit against Maverick and

Mr. McDowell. See Ford Motor Co., 592 U.S. at 359.

In addition to the many contacts that are related to this lawsuit, Maverick and Mr.

McDowell also made at least two contacts with Tennessee that bear a central causal

connection with Hannah’s lawsuit. First, they sent an invoice to Hannah that allegedly

falsely represented the cost of having Mr. McDowell’s own personal fence painted as an

expense on the Clareon Drive Project. Thereafter, Maverick and Mr. McDowell procured,

by alleged misrepresentation and fraud, $10,000 wired from Hannah’s bank account in

Sumner County, Tennessee. These contacts matter because “in the tort context, courts

often ask whether the defendant purposefully directed its activities at the forum state.” See

Baskin, 676 S.W.3d at 568. Hannah provided the court with a sworn declaration from Mr.

Pineda detailing Mr. McDowell’s alleged scheme to use a Maverick invoice as a conduit

to convert funds from Hannah’s business account as a windfall. Assuming that all the

allegations in Hannah’s first amended complaint are true, Mr. McDowell and Maverick

sent an invoice to Hannah’s company representatives in Tennessee to steal funds, which

provides further evidence of purposeful availment by directing fraudulent activities at

Tennessee. Here, neither Maverick nor Mr. McDowell physically stepped foot in

Tennessee. Nevertheless, it is alleged that both intentionally caused an electronic

communication to cross state lines with the deliberate intent that it would be received in

Tennessee and that the fraudulent communication would result in Hannah taking actions

in Tennessee to relinquish funds under false pretenses, knowing that the payment of the

fraudulent bill and the injury would occur in Tennessee. In that sense, Hannah’s lawsuit

“arises out of” these alleged tortious actions taken by Maverick and Mr. McDowell and

those allegedly tortious actions were directed at Tennessee. See First Cmty. Bank, N.A.,

489 S.W.3d at 388.

In addition, Hannah points out that the Tennessee Supreme Court has held that a

qualifying tortious injury suffered within the borders of Tennessee can create specific

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personal jurisdiction in a tort case. In Jasper Aviation, Inc. v. McCollum Aviation, Inc.,

497 S.W.2d 240, 243-44 (Tenn. 1972), the Tennessee Supreme Court found that specific

personal jurisdiction existed in a case where a Delaware corporation was alleged to have

placed an intentionally misleading advertisement in Tennessee about a helicopter. After

the Tennessee-based aviation company bought the advertised helicopter and found it to be

not airworthy, it sued the Delaware corporation for, among other things, “fraud and deceit.”

Id. at 243. Specifically, the plaintiff alleged that the Delaware corporation’s statements

about the helicopter’s airworthiness “constituted a misrepresentation of the true facts and

that, relying on the misrepresentations, [the plaintiff] was caused to suffer economic loss

and injury as a result of the fraud.” Id. at 243-44. The Tennessee Supreme Court agreed

in Jasper Aviation that these allegations sufficed to hale the Delaware corporation into

Tennessee because “even if all the tortious acts in a case were committed outside the State

of Tennessee, . . . but the resulting tortious injury was sustained within the State, then the

tortious acts and the injury are inseparable and jurisdiction lies in Tennessee.” Id. at 244

(collecting cases).

The outcome in Jasper Aviation is not dissimilar from the United States Supreme

Court’s decision-making rationale in Calder v. Jones, 465 U.S. 783 (1984). There, the

plaintiff asserted that she was “libeled in an article written and edited by petitioners in

Florida” even though she was a resident of California. Calder, 465 U.S. at 784. The writer

of the article was employed by the National Enquirer but lived in Florida, though he

traveled to California for business. Id. at 785. The writer “did most of his research in

Florida, relying on phone calls to sources in California for the information contained in the

article” and also “called respondent’s home and read to her husband a draft of the article

so as to elicit his comments upon it.” Id. at 785-86. The President and Editor of the

Enquirer was also part of the suit and had “been to California only twice—once, on a

pleasure trip, prior to the publication of the article and once after to testify in an unrelated

trial.” Id. at 786. Despite these individuals not engaging in most of the allegedly tortious

behavior in California, i.e., the creation, editing, initial placement, and ultimate circulation

of the harmful article, the United States Supreme Court nevertheless held that California

could constitutionally exercise jurisdiction over those defendants “based on the ‘effects’ of

their Florida conduct in California.” Id. at 789 (quoting World-Wide Volkswagen Corp. v.

Woodson, 444 U.S. 286, 297-98 (1980)).

The Court explained that

The allegedly libelous story concerned the California activities of a

California resident. It impugned the professionalism of an entertainer whose

television career was centered in California. The article was drawn from

California sources, and the brunt of the harm, in terms both of respondent’s

emotional distress and the injury to her professional reputation, was suffered

in California. In sum, California is the focal point both of the story and of

the harm suffered.

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....

[P]etitioners are not charged with mere untargeted negligence. Rather, their

intentional, and allegedly tortious, actions were expressly aimed at

California. Petitioner South wrote and petitioner Calder edited an article that

they knew would have a potentially devastating impact upon respondent.

And they knew that the brunt of that injury would be felt by respondent in

the State in which she lives and works and in which the National Enquirer

has its largest circulation. Under the circumstances, petitioners must

“reasonably anticipate being haled into court there” to answer for the truth of

the statements made in their article. An individual injured in California need

not go to Florida to seek redress from persons who, though remaining in

Florida, knowingly cause injury in California.

Id. at 788-90 (citations and footnotes omitted); see also Walden v. Fiore, 571 U.S. 277,

286 (2014) (reaffirming and reiterating the Calder rule by stating “[a] forum State’s

exercise of jurisdiction over an out-of-state intentional tortfeasor must be based on

intentional conduct by the defendant that creates the necessary contacts with the forum”);

accord Jasper Aviation, Inc., 497 S.W.2d at 244-45 (“The plaintiff’s complaint makes the

allegation that an out-of-state defendant misrepresented the truth concerning a certain

chattel. The complaint further states that the plaintiff relied on the alleged

misrepresentations and as a result thereof suffered economic loss and injury in the State of

Tennessee. These allegations and statements, taken together, are sufficient to state a cause

of action for misrepresentation. If there is a misrepresentation . . . then the injury from that

misrepresentation occurred in Tennessee. Accordingly, . . . the action lies in Tennessee,

and our Long Arm Statute confers jurisdiction upon the Tennessee courts over the non-

resident defendant.”).

The principles articulated in Calder and Jasper Aviation are applicable to this case,

and they support concluding that Maverick and Mr. McDowell had sufficient minimum

contacts with Tennessee for Tennessee to exercise specific personal jurisdiction. As was

true in Jasper Aviation, Hannah alleges that it suffered a monetary injury worth $10,000

because of a fraudulent misrepresentation sent from an out-of-state tortfeasor intentionally

into Tennessee for the sole purpose of defrauding. See Jasper Aviation, Inc., 497 S.W.2d

at 244-45. Mr. McDowell and Maverick assert that most of the operative conduct that

underpins Hannah’s lawsuit took place in Florida, but the same was true in Calder.

Notwithstanding, the United States Supreme Court held that courts situated on the other

side of the country could still exercise personal jurisdiction due to the deleterious effect the

plaintiff alleged she suffered due to the National Enquirer’s representations. See Calder,

465 U.S. at 789 (“Jurisdiction over petitioners is therefore proper in California based on

the ‘effects’ of their Florida conduct in California.” (quoting World-Wide Volkswagen

Corp., 444 U.S. at 297-98)).

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Though the Defendants argue otherwise, the Tennessee Supreme Court’s decision

in Baskin does not stand in opposition. The Baskin Court “address[ed] . . . alleged breach

of contract and breach of warranty” claims and not alleged fraudulent misrepresentation or

other intentional tort claims. Baskin, 676 S.W.3d at 559. While it is true that the plaintiff

in Baskin suggested in the trial court that some amount of negligence had occurred, id. at

561, none of the plaintiff’s claims in Baskin were intentional torts. That distinction matters

because, as the Tennessee Supreme Court stated in Baskin, the animating principles that

are at issue “in the tort context” are often different than those that exist “in the contract

context.” See id. at 568. The Tennessee Supreme Court observed in Baskin that

[t]he “purposeful availment” requirement is sometimes characterized

differently depending on the context. For instance, in the tort context, courts

often ask whether the defendant purposefully directed its activities at the

forum state, whereas in the contract context, courts often ask whether the

defendant purposefully availed itself of the privilege of conducting business

or consummating a transaction in the forum state. . . . The concept of

purposeful availment requires the defendant itself to have purposefully

directed activities at or availed itself of the privilege of conducting activities

in the forum state.

Baskin, 676 S.W.3d at 568 (citation omitted). The Baskin Court’s analysis was interwoven

with the contractual nature of the matter before the court. As a representative reflection of

this central fulcrum of the Tennessee Supreme Court’s analysis, the Baskin court observed

in assessing purposeful availment that

courts must examine the totality of the facts and circumstances surrounding

a contract to determine whether the defendant’s contacts with the forum state

will make it amenable to personal jurisdiction there. . . . [T]o determine

whether a nonresident purposefully established minimum contacts with the

forum state in a contract-based action, the court must examine prior

negotiations, contemplated future consequences, terms of the contract, and

the parties’ course of dealing

Baskin, 676 S.W.3d at 569-70 (citations omitted).

Maverick and Mr. McDowell’s contention that Baskin precludes personal

jurisdiction under the circumstances of the present case does not account for the Tennessee

Supreme Court’s clear indication of a different emphasis in tort as opposed to contract

when considering purposeful availment. Here, while it is true that Hannah lays

groundwork for its claim to personal jurisdiction through contacts that frequently also

appear in contract-based cases, such as the communication, coordination, and collaboration

that was occurring in Tennessee between these parties, Hannah’s lawsuit takes square aim

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at the alleged fraud being directed at Tennessee. The targeted fraud is not Mr. Pineada

painting in Florida but instead the allegedly false bill that was transmitted intentionally and

knowingly into Tennessee, to be paid by a Tennessee company through actions occurring

in Tennessee, with an injury that would occur within Tennessee’s borders. Baskin

recognizes rather than upends the understanding that considerations may vary in assessing

minimum contacts in the contexts of tort and contract. A contrary understanding,

embracing the contention of Maverick and Mr. McDowell, would render Tennesseans more

vulnerable to acts of intentional fraud or scams purposefully and knowingly directed

specifically at a Tennessean or Tennesseans with knowledge that the injury would occur in

Tennessee.

Maverick and Mr. McDowell also argue that they should be treated separately for

the purposes of this analysis because Mr. McDowell was simply acting as Maverick’s agent

for the purposes of this litigation. We fail to see why that distinction makes a difference

under the facts of this case. Here, Hannah affirmatively alleged that each defendant

engaged in actions that were directed into Tennessee, caused injury there, and were

calculated to do so; that is enough to treat them the same for the sake of Hannah’s current

lawsuit. See Jasper Aviation, Inc., 497 S.W.2d at 244-45. Hannah did not allege that

Maverick’s contacts with Tennessee were significantly broader than Mr. McDowell’s or

vice versa. Hannah did not allege, for example, that most of Maverick’s communications

came from one of Maverick’s employees as opposed to Mr. McDowell. The opposite is

true: based on the allegations in the complaint and the evidentiary support that Hannah

presented as part of this appeal, Maverick and Mr. McDowell’s contacts with Tennessee

are essentially coterminous. Given their overlapping nature, this is not a case where

separately analyzing Mr. McDowell and Maverick’s contacts with Tennessee is necessary.

In sum, we conclude that Hannah has presented allegations that both Maverick and

Mr. McDowell established sufficient minimum contacts with the State of Tennessee, and

these allegations do not plainly lack credibility. See NV Sumatra Tobacco Trading Co.,

403 S.W.3d at 735, 741-42. Hannah presented multiple volumes of exhibits that illustrate

how its lawsuit “arises out of” and “relates to” these contacts in various ways. See Ford

Motor Co., 592 U.S. at 359; First Cmty. Bank, N.A., 489 S.W.3d at 388. Moreover, Hannah

asserted that Maverick and Mr. McDowell directed their allegedly tortious conduct at

Tennessee and intentionally caused tortious injury to Hannah in Tennessee. See, e.g.,

Jasper Aviation, Inc., 497 S.W.2d at 244-45. Accordingly, Hannah carried its burden at

the first step of the personal jurisdiction analysis.

B.

We next consider whether it would be otherwise fair and reasonable to hale

Maverick and Mr. McDowell into a Tennessee court. As noted above, because Hannah

satisfied its burden at the first step, the burden of proving that exercising personal

jurisdiction would be unreasonable or unfair shifts to Maverick and Mr. McDowell. See

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Crouch Ry. Consulting, LLC, 610 S.W.3d at 485; NV Sumatra Tobacco Trading Co., 403

S.W.3d at 752; Gordon, 300 S.W.3d at 647. We evaluate whether Maverick and Mr.

McDowell met their burden by considering the five fairness factors referenced most

recently by the Tennessee Supreme Court in Baskin, namely: (1) the burden on the

defendant; (2) the interests of the forum state; (3) the plaintiff’s interest in obtaining relief;

(4) the interstate judicial system’s interest in obtaining the most efficient resolution of

controversies; and (5) the shared interest of the several states in furthering fundamental

substantive social policies. 676 S.W.3d at 569.

First, the burden associated with defending against Hannah’s Tennessee lawsuit is

not particularly unwieldy. As the United States Supreme Court has explained, “because

‘modern transportation and communications have made it much less burdensome for a

party to defend himself in a State where he engages in economic activity,’ it usually will

not be unfair to subject him to the burdens of litigating in another forum for disputes

relating to such activity.” Burger King Corp., 471 U.S. at 474 (quoting McGee v. Int’l Life

Ins. Co., 355 U.S. 220, 223 (1957)). “[T]he limited record before us” illuminates “no

special or unusual burden” that Maverick and Mr. McDowell might face by answering for

their alleged torts in Tennessee that is separate and apart from the general costs of litigating

a lawsuit in any forum. See Crouch Ry. Consulting, LLC, 610 S.W.3d at 486. The only

reason Maverick and Mr. McDowell supply in their briefing that appears to touch on this

factor is that relevant witnesses would need to travel from Florida to Tennessee to testify.

However, Hannah already demonstrated a willingness to pay for Mr. Pineda to travel to

Tennessee for the purposes of testifying. Moreover, considering the volumes of evidence

already presented in the record for this appeal, the court struggles to understand what

additional materials would be needed to defend against Hannah’s lawsuit. Neither

defendant has identified any in their briefing, nor have they suggested that those materials

would be any more difficult to obtain in Tennessee than in Florida.

Concerning the second and third factors, which are interrelated, “we do not doubt

that [Hannah] has a substantial interest in obtaining relief in Tennessee, and Tennessee has

a corresponding manifest interest in providing residents with a convenient forum for

redressing injuries [allegedly] inflicted by out-of-state actors.” See Crouch Ry. Consulting,

LLC, 610 S.W.3d at 486. “An individual injured in [Tennessee] need not go to Florida to

seek redress from persons who, though remaining in Florida, knowingly cause injury in

[Tennessee].” See Calder, 465 U.S. at 790. Mr. McDowell and Maverick have not

presented an argument that Tennessee has no interest in this suit, nor could they plausibly

have done so under existing precedent.

Finally, the fourth and fifth factors consider the potential effects that exercising

jurisdiction in Tennessee may have on the broader system. As was true in Crouch, the

Defendants here have not presented any evidence “that weighs heavily in one direction or

the other.” Crouch Ry. Consulting, LLC, 610 S.W.3d at 486. The main argument that Mr.

McDowell and Maverick present to counter this reasoning is their belief that Florida has a

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much stronger interest in this litigation than Tennessee.4 They assume, rather than

demonstrate, that “Florida law would apply” if this case were allowed to proceed forward,

without taking any time to consider Tennessee’s choice of law rules. Because the

Defendants have not briefed the horizontal choice of law question, it is not clear whether

their suggestion would ultimately prove true. See generally Hataway v. McKinley, 830

S.W.2d 53 (Tenn. 1992) (explaining Tennessee’s approach to determining which state’s

substantive law governs a suit involving nonresidents); Wayland v. Peters, No. 03A01-

9705-CV-00172, 1997 WL 776338, at *2 (Tenn. Ct. App. Dec. 17, 1997) (applying

Hataway and noting that, under Section Six of the Restatement Second of Conflicts, the

“place of injury” is an important consideration for choosing which state’s substantive law

will apply to a particular lawsuit). We also do not comment on Florida’s potential interest

in this lawsuit, except insofar as we note that it does not make an outcome-determinative

impact on the question of whether it would be constitutional for Tennessee to exercise

personal jurisdiction in this case. See, e.g., Burger King Corp., 471 U.S. at 483

(“Moreover, although Rudzewicz has argued at some length that Michigan’s Franchise

Investment Law . . . governs many aspects of this franchise relationship, he has not

demonstrated how Michigan’s acknowledged interest might possibly render jurisdiction in

Florida unconstitutional.”). In the event of a substantive legal conflict between Tennessee

and Florida law—which the Defendants have not identified—Tennessee’s choice of law

rules will help the trial court navigate that conflict. See id. at 477 (emphasizing the role of

conflict of law rules in navigating potential clashes between state substantive policies and

explaining that the existence of such rules allows courts to stop “short of finding

jurisdiction unconstitutional”).

Based on the analysis above, we agree with Hannah that the five factors related to

fairness each suggest that exercising specific personal jurisdiction over Mr. McDowell and

Maverick would not “offend ‘traditional notions of fair play and substantial justice.’”

International Shoe Co., 326 U.S. at 316 (quoting Milliken v. Meyer, 311 U.S. 457, 463

(1940)). The Defendants have not carried their burden of demonstrating that exercising

personal jurisdiction here would be unfair or unreasonable. See Crouch Ry. Consulting,

LLC, 610 S.W.3d at 485.

Based on our evaluation of Hannah’s first amended complaint and its accompanying

materials, we conclude that Maverick and Mr. McDowell created sufficient minimum

contacts with the State of Tennessee to demonstrate purposeful availment and that

Hannah’s lawsuit arises out of or relates to those contacts. We also conclude that Maverick

and Mr. McDowell did not carry their burden of demonstrating that holding them

accountable for their alleged wrongdoing in Tennessee courts would be unfair,

unreasonable, and inconsistent with the Fourteenth Amendment to the United States

4

While the Defendants also cite a Florida statute that purports to invalidate venue clauses in

construction contracts, see Fla. Stat. § 47.025, the construction contracts in this case contain no such

provisions.

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Constitution. Insofar as the trial court concluded that specific personal jurisdiction did not

exist in this case, we reverse its decision.5

V.

In considering the arguments advanced on appeal and for the reasons discussed

above, we reverse the judgment of the trial court. The costs of the appeal are taxed to the

appellees, Maverick General Contractors, LLC, and Brent McDowell, for which execution

may issue if necessary. The case is remanded for further proceedings consistent with this

opinion.

s/ Jeffrey Usman

JEFFREY USMAN, JUDGE

5

The trial court did not rule upon Maverick’s and Mr. McDowell’s forum non conveniens argument

nor did they renew that argument in this court. While forum non conveniens and the fairness inquiry

outlined in cases like Crouch touch on similar themes, they are distinct concepts. As noted in an earlier

footnote, the doctrine of forum non conveniens is meant to be relied upon where personal jurisdiction exists.

See, e.g., Luna, 208 S.W.3d at 405 (explaining that the doctrine allows a court to discretionarily “decline

to exercise a possessed jurisdiction whenever, because of varying factors, it appears the controversy may

be more suitably or conveniently tried elsewhere”) (emphasis added); see also Zurick v. Inman, 426 S.W.2d

767, 772 (Tenn. 1968) (explaining that the application of forum non conveniens “presupposes the court has

jurisdiction of both the parties and the subject-matter”). Additionally, whereas the second step of the

personal jurisdiction analysis is tied to a constitutional requirement of due process, Crouch Ry. Consulting,

LLC, 610 S.W.3d at 485, forum non conveniens claims are instead judged by assessing “various private and

public factors” that are considerably more expansive and differently articulated than the fairness factors

germane to the personal jurisdiction analysis. Luna, 208 S.W.3d at 406; compare In re

Bridgestone/Firestone, 138 S.W.3d 202, 207 (Tenn. Ct. App. 2003) (tying relevant considerations in forum

non conveniens context to the United States Supreme Court’s decision in Gulf Oil Corp. v. Gilbert, 330

U.S. 501, 508 (1947)), with Crouch Ry. Consulting, LLC, 610 S.W.3d at 485 (tying examination of fairness

factors for personal jurisdiction challenges to Burger King Corp., 471 U.S. at 474). Those unique public

and private considerations in the forum non conveniens context include but are not limited to access to

proof, availability of process, cost, potential to examine physical premises if appropriate, enforceability of

judgments, administrative difficulties, jury considerations, and media concern. In re

Bridgestone/Firestone, 138 S.W.3d at 207-08 (citing Zurick, 426 S.W.2d at 772). Because the trial court

concluded that Tennessee courts lacked personal jurisdiction over the Defendants as to this suit and

pretermitted any discussion of the forum non conveniens doctrine, the Defendants had no occasion to renew

that defense in this appeal. Accordingly, we do not opine on the merits of that potential future issue and

leave any further discussion of forum non conveniens for the trial court to potentially consider in the first

instance on remand.

Additionally, this opinion should not be construed to decide the outcome of any future horizontal

choice of law dispute concerning whether the substantive law of Tennessee or Florida should govern this

lawsuit, as we have not had the benefit of briefing from the parties on that question. This court’s sole

decision here is that Hannah correctly reasoned that the trial court erred in concluding that Tennessee lacked

personal jurisdiction over Maverick and Mr. McDowell.

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