Link

UNITED STATES DISTRICT COURT

WESTERN DISTRICT OF LOUISIANA

SHREVEPORT DIVISION

GAIL LINK CIVIL ACTION NO. 25-1896

VERSUS JUDGE S. MAURICE HICKS, JR.

RICHARD LEE, ET AL. MAGISTRATE JUDGE HORNSBY

MEMORANDUM RULING

Before the Court is Defendant Holly Lee’s Motion to Dismiss for Lack of Personal

Jurisdiction pursuant to Federal Rule of Civil Procedure 12(b)(2) (Record Document 17).

The Motion is fully briefed. See Record Documents 22 & 25. For the reasons stated below,

the Motion is DENIED.

FACTUAL BACKGROUND

This matter arises from a dispute concerning the governance and management of

Total Imaging Concepts, Inc. (“TICI”), a Louisiana corporation. Plaintiff, Gail Link, in her

capacity as administrator of the Succession of Michael P. Link (hereinafter “the

Succession”), brings this action derivatively on behalf of TICI against Defendants Richard

Lee and Holly Lee, both of whom serve as directors of TICI. See Record Document 1 at

1–4.

According to the Complaint, TICI is a domestic corporation organized under the

laws of Louisiana. See id. at 3. The Succession alleges that Holly Lee has served as a

member of TICI’s Board of Directors since September 26, 2024, and has participated in

corporate governance and decision-making in that role. See id. at 5. Further, the

Succession contends that, as directors, Richard Lee and Holly Lee owe fiduciary duties

to TICI and its shareholders. See id. at 12–13. The Succession contends that Defendants

breached those duties through actions taken in connection with the management and

operation of the corporation. See id. The Complaint characterizes Defendants’ actions as

part of a broader course of conduct that caused harm to TICI. See id. at 5–8. The

Succession seeks relief on behalf of the corporation through this derivative action. See

id. at 10.

The Complaint further alleges that Holly Lee is a resident of Tennessee, and that

the Succession is administered in Ohio. See id. at 2–3. The Succession contends that

Defendants’ roles as directors of a Louisiana corporation subject them to the jurisdiction

of this Court. See id. at 3. Holly Lee now moves to dismiss for lack of personal jurisdiction.

See Record Document 17.

LAW AND ANALYSIS

I. Legal Standard under FRCP 12(b)(2)

A motion pursuant to Rule 12(b)(2) allows a party to move to dismiss for lack of

personal jurisdiction. See Fed. R. Civ. P. 12(b)(2). “Where a defendant challenges

personal jurisdiction, the party seeking to invoke the power of the court bears the burden

of proving that jurisdiction exists.” Luv N'Care, Ltd. v. Insta-Mix, Inc., 438 F.3d 465, 469

(5th Cir. 2006) (citing Wyatt v. Laplan, 686 F.2d 276, 280 (5th Cir. 1982)). When a court

rules on a motion to dismiss for lack of personal jurisdiction without holding an evidentiary

hearing, the plaintiff need only make a prima facie showing of personal jurisdiction. See

Rd. Sprinkler Fitters Local Union No. 669, U.A., AFL-CIO v. CCR Fire Prot., LLC, Civil

Action No. 16-448-JWD-EWD, 2018 WL 3076743, at *4 (M.D. La. June 21, 2018).

“Moreover, on a motion to dismiss for lack of jurisdiction, uncontroverted allegations in

the plaintiff's complaint must be taken as true, and conflicts between the facts contained

in the parties’ affidavits must be resolved in the plaintiff's favor for purposes of determining

whether a prima facie case for personal jurisdiction exists.” Bullion v. Gillespie, 895 F.2d

213, 217 (5th Cir. 1990) (quoting D.J. Investments, Inc. v. Metzeler Motorcycle Tire Agent

Gregg, Inc., 754 F.2d 542, 546 (5th Cir. 1985)).

II. Analysis

The principal question before the Court is whether it may exercise personal

jurisdiction over Holly Lee. However, in resolving that question, the Court must first

address the interplay between the fiduciary shield doctrine and La. R.S. § 12:1-742.2, as

the Succession seeks to hale into this Court a nonresident director of a Louisiana

corporation in a shareholder derivative action alleging breach of fiduciary duties. The

Court will first address those principles and then turn to the ultimate personal jurisdiction

analysis.

a. Fiduciary Shield Doctrine

In determining whether the Court has personal jurisdiction over a director or officer

of a corporation, the Court must consider the fiduciary shield doctrine. This doctrine “holds

that an individual's transaction of business within the state solely as a corporate officer

does not create personal jurisdiction over that individual though the state has in personam

jurisdiction over the corporation.” Stuart v. Spademan, 772 F.2d 1185, 1197 (5th Cir.

1985); see also MCR Mktg., L.L.C. v. Regency Worldwide Servs., L.L.C., No. CIV. 08-

1137, 2009 WL 728523, at *5 (W.D. La. Mar. 18, 2009).

In other words, “a court is prevented from exercising jurisdiction over individual

officers and employees of a corporation merely because the court has jurisdiction over

the corporation itself.” Total Imaging Concepts, Inc. v. Link, No. CV 22-5954, 2024 WL

3445491, at *3 (W.D. La. July 16, 2024) (citing Cobb Indus., Inc. v. Hight, 469 So.2d 1060,

1063 (La. App. 2 Cir. 5/8/85)). The fiduciary shield doctrine “is rooted in the principle that

the acts of a corporate officer in his corporate capacity cannot form the basis for

jurisdiction over him in an individual capacity.” Escoto v. U.S. Lending Corp., 675 So. 2d

741, 745 (La. App. 4 Cir. 5/22/96). The fiduciary shield doctrine requires the Court to “look

to the individual and personal contacts, if any, of the officer or employee, with the forum

state.” Id.

It is important to note that the doctrine does not categorically bar the exercise of

jurisdiction over a corporate officer or director merely because the challenged conduct

was undertaken in that capacity. As Judge Foote explained in House of Raeford Farms

of Louisiana L.L.C. v. Poole, the doctrine does not prevent the exercise of personal

jurisdiction over a corporate officer who is alleged to have committed tortious conduct for

which he may be held individually liable. See No. 19-271, 2021 WL 3673901, at *6 (W.D.

La. Mar. 18, 2021). Thus, the proper question is not whether the defendant acted as a

director, but whether the plaintiff seeks to establish jurisdiction solely from the

corporation’s contacts, or instead from the defendant’s own alleged conduct giving rise to

individual liability. See id.; see also Total Imaging Concepts, Inc. v. Link, 2024 WL

3445491, at *4.

In this case, the Succession alleges that Holly Lee, in her role as a director,

participated in the acts constituting the alleged breaches of fiduciary duties. Accordingly,

the fiduciary shield doctrine does not foreclose jurisdiction at the outset. Instead, it limits

the Court to consideration of Holly Lee’s own alleged contacts with Louisiana, and not

merely TICI’s corporate contacts generally. The Court is mindful of this principle in the

analysis that follows.

b. La. R.S. § 12:1-742.2

Personal jurisdiction requires both a statutory basis and compliance with due

process. See Raphiel v. Haley Residential Inc., No. CV 22-0427, 2023 WL 2061242, at

*3 (W.D. La. Feb. 16, 2023). Louisiana’s long-arm statute is coextensive with due process,

but this case implicates a more specific statute. La. R.S. § 12:1-742.2 provides:

A court may exercise personal jurisdiction over a nonresident who is or has

been a director of a domestic corporation as to a cause of action arising

from a breach by the nonresident of a duty owed to the corporation or its

shareholders because of the nonresident's position as a director.

Here, this suit is pleaded as a shareholder derivative action on behalf of a

Louisiana corporation, and the claims asserted against Holly Lee arise from her alleged

breaches of fiduciary duties owed to TICI and its shareholders because of her position as

a director. See Record Document 1 at 8–11, 12–13. Accordingly, § 12:1-742.2 is

applicable and provides the necessary statutory hook for the exercise of jurisdiction over

a nonresident director in this case.1

However, even where a statute authorizes jurisdiction, the exercise of jurisdiction

must still comport with due process. See House of Raeford, 2021 WL 3673901, at *3.

Therefore, the Court must now determine whether Holly Lee has sufficient minimum

contacts with Louisiana so that the exercise of jurisdiction would not offend traditional

notions of fair play and substantial justice. See id.

1 In Total Imaging Concepts, Inc. v. Link, another court within the Western District of Louisiana declined to

apply La. R.S. § 12:1-742.2. See 2024 WL 3445491, at *4. However, that case is distinguishable. There,

the court found that the action was not a derivative proceeding, so the statute was inapplicable. See id.

Here, by contrast, the Succession expressly brings a shareholder derivative action on behalf of a Louisiana

corporation, and the claims arise from alleged breaches of fiduciary duties owed in the defendant’s capacity

as a director. Accordingly, § 12:1-742.2 applies in this case.

III. Personal Jurisdiction

Under Fifth Circuit precedent, personal jurisdiction over a defendant exists if (1)

the state's long-arm statute extends to the defendant, and (2) the exercise of such

jurisdiction is consistent with due process. See Johnston v. Multidata Sys. Int'l Corp., 523

F.3d 602, 609 (5th Cir. 2008). The Louisiana long-arm statute extends as far as due

process permits. See Patin v. Thoroughbred Power Boats Inc., 294 F.3d 640 (5th Cir.

2002). The exercise of personal jurisdiction over a defendant comports with due process

only if (1) the defendant has purposefully availed himself of the benefits and protection of

Louisiana by establishing “minimum contacts” with Louisiana, and (2) the exercise of

personal jurisdiction over the defendant does not offend traditional notions of fair play and

substantial justice. See Allred v. Moore & Peterson, 117 F.3d 278, 285 (5th Cir. 1997).

Under the minimum contacts test, a defendant may be subject to either “general

jurisdiction” or “specific jurisdiction.” See Ford v. Mentor Worldwide, LLC, 2 F. Supp. 3d

898, 903 (E.D. La. 2014). General jurisdiction arises when a defendant maintains

“continuous and systematic” contacts with the forum state, even when the cause of action

has no relation to those contacts. See Helicopteros Nacionales de Colombia, S.A. v. Hall,

466 U.S. 408, 414–16 (1984). “The Fifth Circuit has characterized the ‘continuous and

systematic contacts’ test as a ‘difficult one to meet.’” Ford, 2 F. Supp. 3d at 903 (citing

Johnston v. Multidata Sys. Int'l Corp., 523 F.3d 602, 609 (5th Cir. 2008)). “[E]ven repeated

contacts with forum residents by a foreign defendant may not constitute the requisite

substantial, continuous and systematic contacts required for a finding of general

jurisdiction.” Johnston, 523 F.3d at 609 (quoting Revell v. Lidov, 317 F.3d 467, 471 (5th

Cir. 2002)). “For an individual, the paradigm forum for the exercise of general jurisdiction

is the individual's domicile[.]” Goodyear Dunlop Tires Operations, S.A. v. Brown, 564 U.S.

915, 924, 131 S. Ct. 2846 (2011).

Here, Holly Lee is alleged to be a resident of Tennessee. See Record Document 1

at 4. Accordingly, she is not subject to general jurisdiction in Louisiana. Thus, the Court

turns to the question of specific jurisdiction.

Specific jurisdiction exists where a nonresident defendant “has ‘purposefully

directed its activities at the forum state and the litigation results from alleged injuries that

arise out of or relate to those activities.’” Panda Brandywine Corp. v. Potomac Elec. Power

Co., 253 F.3d 865, 868 (5th Cir. 2001) (quoting Alpine View Co. v. Atlas Copco A.B., 205

F. 3d 208, 215 (5th Cir. 2000)). “The non-resident's ‘purposeful availment’ must be such

that the defendant ‘should reasonably anticipate being haled into court’ in the forum

state.” Ruston Gas Turbines Inc. v. Donaldson Co., 9 F.3d 415, 419 (5th Cir. 1993)

(quoting World–Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 297, 100 S. Ct. 580

(1980)). The Fifth Circuit has formulated a three-step analysis for specific jurisdiction:

(1) whether the defendant has minimum contacts with the forum state, i.e.,

whether it purposely directed its activities toward the forum state or

purposefully availed itself of the privileges of conducting activities there; (2)

whether the plaintiff's cause of action arises out of or results from the

defendant's forum-related contacts; and (3) whether the exercise of

personal jurisdiction is fair and reasonable.

Seiferth v. Helicopteros Atuneros, Inc., 472 F.3d 266, 271 (5th Cir. 2006) (citations

omitted).

At this stage, the Court must determine whether the Succession has made a prima

facie showing that Holly Lee has sufficient minimum contacts in Louisiana. The

Succession’s opposition and supporting declaration assert that Holly Lee accepted

appointment to TICI’s Board of Directors on September 25, 2024, and signed and

returned that acceptance to TICI and/or its counsel in Louisiana. See Record Document

22-1 at 2. The Succession further asserts that Holly Lee was identified in TICI’s annual

report filed with the Louisiana Secretary of State as both a director and secretary of TICI.

See id. at 2–3. The Succession also contends that Holly Lee participated in multiple board

meetings with Richard Lee by telephone, attended the April 16, 2025, shareholder

meeting in Shreveport, Louisiana, and signed various corporate resolutions and bylaws

that the Succession alleges were part of the challenged course of conduct. See id. at 1–

4. The Succession further alleges that those actions were part of a scheme by which

Richard Lee and Holly Lee allegedly withheld information from the Succession, ratified

prior conduct, adopted self-serving bylaws, vested Richard Lee with sweeping authority,

and approved actions detrimental to TICI and its shareholders. See Record Document 1

at 8–15.

These alleged contacts are not merely actions taken by Holly Lee in her corporate

capacity as a director that are unrelated to the claims at issue. Rather, the Succession

alleges that her participation in board governance, communications, and formal corporate

actions is part of the course of conduct constituting the alleged breaches of fiduciary

duties. At the prima facie stage, this is sufficient to demonstrate purposeful availment.

The Court notes that the alleged contacts here are qualitatively different from the

single phone call at issue in Total Imaging Concepts, Inc. v. Link. See 2024 WL 3445491,

at *3. In that case, Judge Walter concluded that the nonresident defendant’s only

Louisiana contact sufficiently related to the underlying claim was a single telephone call

informing a Louisiana resident of conduct that had already occurred elsewhere. See id.

at *4–5. Although the Fifth Circuit has recognized that even a single phone call may, in

certain circumstances, support a finding of minimum contacts, the court emphasized that

the call in that case did not itself constitute the alleged breach of fiduciary duty and was

therefore insufficient to establish purposeful availment. See id.

Here, by contrast, the Succession alleges that Holly Lee participated in a series of

Louisiana-directed governance activities that form part of the alleged wrongdoing. On the

present record, Holly Lee’s alleged conduct includes attending a shareholder meeting in

Louisiana, engaging in repeated board-level communications directed into Louisiana, and

executing and transmitting documents to Louisiana in furtherance of the challenged

corporate actions. See Record Document 22 at 5–6. Accepting those allegations as true

and resolving factual conflicts in the Succession’s favor, the Court concludes that the

Succession has made a prima facie showing that Holly Lee purposefully availed herself

of the privilege of conducting activities in Louisiana.

Next, the Court must consider whether those contacts arise out of or relate to the

underlying claims. Here, the Succession alleges that Holly Lee’s Louisiana-directed

actions as a director are themselves part of the alleged breaches of her fiduciary duties.

The same board participation, meeting attendance, document execution, and alleged

ratification of conduct that the Succession cites as Holly Lee’s forum contacts are the acts

giving rise to the claims asserted against her. See Record Document 1 at 5–8, 12–14 &

Record Document 22 at 5–6. Therefore, the claims arise directly from or relate to those

contacts.

Having found that the Succession has made a prima facie showing of minimum

contacts that arise out of or relate to the claims at issue, the burden shifts to Holly Lee to

show that the exercise of jurisdiction would be unfair or unreasonable. See Seiferth, 472

F.3d at 271. To guide consideration of this step, courts rely on the factors set forth in

Burger King Corp. v. Rudzewicz, which include:

the burden on the defendant, the forum State's interest in adjudicating the

dispute, the plaintiff's interest in obtaining convenient and effective relief,

the interstate judicial system's interest in obtaining the most efficient

resolution of controversies, and the shared interest of the several States in

furthering fundamental substantive social policies.

471 U.S. 462, 477 (1985) (internal citations and quotations omitted).

Applying those factors here, Holly Lee has not carried her burden. First, although

litigating in Louisiana imposes a burden on Holly Lee as a Tennessee resident, that

burden is not so substantial as to render jurisdiction unreasonable. Second, Louisiana

has a strong interest in adjudicating disputes concerning the governance of its domestic

corporations and alleged breaches of fiduciary duties by their directors. Third, the

Succession, proceeding derivatively on behalf of TICI, has a significant interest in

obtaining convenient and effective relief in the forum where the corporation is organized.

Fourth, the interstate judicial system’s interest in efficiency is served by resolving this

dispute in a single forum. Finally, no countervailing policy considerations weigh against

the exercise of jurisdiction.

Because Holly Lee has failed to demonstrate that the exercise of jurisdiction would

be unfair or unreasonable, the Court finds that the assertion of specific personal

jurisdiction comports with due process.

CONCLUSION

Based on the reasons explained above, the Motion to Dismiss for Lack of Personal

Jurisdiction (Record Document 17) is DENIED.

An order consistent with this ruling shall issue herewith.

THUS DONE AND SIGNED, in Shreveport, Louisiana, this 9th day of April, 2026.

JUDGE S. MAURICE HICKS,‘UR.

UNITED STATES DISTRICT COURT

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