Roger Baskin v. Pierce & Allred Construction, Inc.

09/28/2023

IN THE SUPREME COURT OF TENNESSEE

AT NASHVILLE

November 9, 2022 Session Heard at Jackson

ROGER BASKIN v. PIERCE & ALLRED CONSTRUCTION, INC.

Appeal by Permission from the Court of Appeals

Chancery Court for Davidson County

No. 20-872-IV Russell T. Perkins, Chancellor

___________________________________

No. M2021-00144-SC-R11-CV

__________________________________

In this appeal, we address whether a Tennessee resident may sue an Alabama corporation

in a Tennessee court for alleged breach of contract and breach of warranty pertaining to its

construction of a custom lake house in Alabama. Tennessee resident Roger Baskin hired

Pierce & Allred Construction, an Alabama corporation with its principal place of business

in Alabama, to build a house on a parcel of land in Alabama. Mr. Baskin supplied the

architectural plans and some of the materials, all sourced from Tennessee, and the parties

communicated throughout the project from their respective states. However, all of Pierce

& Allred Construction’s activities on the project occurred in Alabama. Mr. Baskin

ultimately became dissatisfied with the quality and expense of the construction work, and

he filed suit in the Davidson County Chancery Court. Pierce & Allred Construction moved

to dismiss the complaint for lack of personal jurisdiction, arguing that the corporation

lacked the “minimum contacts” with Tennessee that due process protections require. Int’l

Shoe Co. v. Washington, 326 U.S. 310, 316 (1945). The trial court granted the motion,

finding that the events relevant to the claims occurred in Alabama and that the

corporation’s contacts with Tennessee were minor and attenuated. The Court of Appeals

reversed, looking to recent decisions from this Court, see Crouch Ry. Consulting, LLC v.

LS Energy Fabrication, LLC, 610 S.W.3d 460 (Tenn. 2020), and the United States Supreme

Court, see Ford Motor Co. v. Mont. Eighth Jud. Dist. Ct., 141 S. Ct. 1017 (2021)

(explaining that the exercise of specific personal jurisdiction requires that a plaintiff’s

claim arise out of or relate to the defendant’s forum contacts). We granted permission to

appeal. Based on our review, we have determined that Pierce & Allred Construction’s

contacts with Tennessee were not such that the corporation reasonably should have

anticipated being haled into a Tennessee court to answer this suit. In making this

determination, we conclude that certain contacts with Tennessee did not reflect that the

corporation purposefully availed itself of the privilege of conducting business activities in

Tennessee, while certain other contacts were not sufficiently related to Mr. Baskin’s claims

to support the exercise of specific personal jurisdiction. Thus, we hold that Mr. Baskin

failed to establish a prima facie case of the minimum contacts necessary for a Tennessee

court to exercise specific personal jurisdiction over the Alabama corporation. Accordingly,

we reverse the decision of the Court of Appeals and reinstate the judgment of the trial court

dismissing Mr. Baskin’s complaint.

Tenn. R. App. P. 11 Appeal by Permission;

Judgment of the Court of Appeals Reversed

JEFFREY S. BIVINS, J., delivered the opinion of the Court, in which ROGER A. PAGE, C.J.,

and SHARON G. LEE, HOLLY KIRBY, and SARAH K. CAMPBELL, JJ., joined.

Charles S. Michels, Nashville, Tennessee, for the appellant, Pierce & Allred Construction,

Inc.

Paul J. Krog and Nicholas W. Tsiouvaras, Brentwood, Tennessee, for the appellee, Roger

Baskin.

OPINION

I. FACTUAL AND PROCEDURAL BACKGROUND

This case arose from a dispute between Tennessee resident Roger Baskin (“the

Plaintiff”) and Pierce & Allred Construction, Inc. (“the Defendant”), an Alabama

corporation whose principal place of business is in Florence, Alabama. The Defendant is

a licensed general contractor in Alabama, performing both residential and commercial

work. Justin Allred is the sole owner and president of the Defendant. The Defendant has

seven employees who work principally out of Florence.

In September 2016, based on a personal recommendation, the Plaintiff reached out

to Mr. Allred seeking the Defendant’s services for the demolition of an existing structure

and construction of a custom lake house on a parcel of land in Muscle Shoals, Alabama.

Working from Alabama, the Defendant crafted a construction proposal and sent it to the

Plaintiff for approval. The Plaintiff accepted and signed the proposal—in the Defendant’s

office in Alabama—on or about September 16, 2016. The parties do not suggest that the

signed proposal (“the contract”) had a forum selection clause.1 The contract indicated that

the project (“the Baskin project”) was to be completed in approximately fifteen months

(around January 2018). The parties agreed that the Defendant would be paid on a “cost

plus basis,” meaning that the Plaintiff would pay the reasonable cost of all labor and

materials plus a contractor’s fee of twelve percent. At the time of the contract, the labor

1

The contract is not in the record. Although the parties do not appear to dispute relevant facts

pertaining to the contract, the better practice in this contract dispute would be for the parties to attach the

contract to at least one of the filings that addressed whether the trial court properly could exercise personal

jurisdiction over the Defendant.

-2-

and materials were estimated to amount to $924,000.00, meaning that the total estimated

cost was $1,034,880.00.

Upon entering into the contract, the Plaintiff provided the Defendant with

architectural plans designed by a Tennessee firm. However, the Defendant had no contact

with the firm or role in developing the plans. Likewise, based on his existing relationships

with suppliers located in Tennessee, the Plaintiff purchased lumber, tile, windows, and

flooring materials in Tennessee, and he had those materials shipped to Alabama. Just as

with the architectural plans, the Defendant was not involved in selecting the suppliers or

materials, nor did the Defendant play a role in transporting the materials to Alabama. In

accordance with the contract, however, the Plaintiff did pay the Defendant the twelve-

percent contractor’s fee on those materials.

All of the Defendant’s work pursuant to the contract occurred in Alabama. In

addition, all subcontractors on the project were based in Alabama, and thus, all of the

expenses the Defendant incurred were from labor and materials in Alabama. In fact, no

person affiliated with the Defendant ever set foot in Tennessee in relation to the Baskin

project, from the proposal that led to the establishment of the contractual relationship

through the eventual breakdown of the relationship. There were six to eight in-person

meetings between the parties during the course of the project, but they all took place in

Alabama. The parties did communicate frequently during the project by electronic mail,

text message, and telephone—the Defendant from Alabama and the Plaintiff from

Tennessee. The parties do not detail the substance of these communications, but it is clear

that the Defendant sent invoices to the Plaintiff electronically, and the Plaintiff paid the

invoices through wire transfers originating from his bank account in Tennessee.

According to the Plaintiff, the Defendant “grossly mismanaged” the Baskin project.

As a result, the Plaintiff paid the Defendant more than $1,700,000.00, well in excess of the

initial cost estimate. Furthermore, according to the Plaintiff, the Defendant “left [the

Plaintiff] with a home riddled with construction defects that affect every major system of

the home.” The Plaintiff ultimately decided to hire a replacement contractor to remedy the

alleged deficiencies and complete the project. It is unclear from the record exactly when

the contractual relationship between the parties broke down and when the replacement

contractor began working. However, on September 3, 2020, the Plaintiff filed suit against

the Defendant in the Chancery Court for Davidson County, Tennessee. The Plaintiff

asserted claims for breach of contract and breach of warranty. In particular, the Plaintiff

alleged that the Defendant: (1) failed to construct the house in accordance with the plans

and in a good and workmanlike manner; (2) failed to complete construction on time and

within budget; (3) charged the Plaintiff for services that were never rendered and materials

that were never provided; and (4) “negligently allowed expensive audio equipment

delivered to the project site to be misappropriated.”

-3-

In December 2020, the Defendant filed a motion to dismiss the suit for lack of

personal jurisdiction, see Tenn. R. Civ. P. 12.02(2), arguing that it did not have the requisite

“minimum contacts” to be subject to jurisdiction in Tennessee.2 Int’l Shoe Co. v.

Washington, 326 U.S. 310, 316 (1945). The Defendant attached to its motion a supporting

affidavit from its owner and president, Justin Allred.3 The Plaintiff filed a response

opposing the motion and attached his own supporting affidavit as well as portions of a

deposition of Mr. Allred4 and documents pertaining to the Defendant’s business activities

in Tennessee. Based on these materials, the Plaintiff argued that the Defendant’s

purposeful, deliberate actions directed toward Tennessee were substantial enough that it

reasonably should have anticipated being haled into court in Tennessee. See Burger King

Corp. v. Rudzewicz, 471 U.S. 462, 475–76 (1985) (looking to whether the defendant’s

deliberate conduct was such that he reasonably should have anticipated being haled into

court in the forum state); World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 297

(1980) (same).

The parties’ filings made one point very clear: Since the formation of the

corporation in Alabama in 2013, the Defendant has engaged in two construction-related

projects in Tennessee. In the first instance, the Defendant was involved in moving a nine-

hundred-square-foot cabin from outside Nashville, Tennessee to Florence, Alabama. This

endeavor (“the cabin project”) entailed loading the cabin onto a tractor-trailer and driving

it from Tennessee to Alabama. However, the Defendant did not actually perform the

loading and transportation work, instead acting more as a facilitator.5 The Defendant

subcontracted with a mobile-home-moving company based in Alabama to perform the

work. That Alabama company obtained the necessary licenses and permits for the project.

Justin Allred did come to Tennessee on one occasion to see the cabin site, and the

Defendant’s vice president of construction visited the site twice.6 The amount of the

2

The Defendant also sought dismissal based on improper venue, see Tenn. R. Civ. P. 12.02(3), but

that issue is not before this Court.

3

In January 2021, the Defendant submitted another affidavit from Mr. Allred in conjunction with

a reply to the Plaintiff’s filings.

4

It appears that the trial court allowed limited discovery pertaining to the question of personal

jurisdiction over the Defendant, as Mr. Allred sat for a deposition in January 2021.

5

The Defendant performed typical construction work once the cabin had been transported to

Alabama.

6

The record does not reveal whether one of those occasions was at the same time Justin Allred

visited the site. In addition, the record does not reveal when any of the visits occurred or their lengths.

-4-

contract for the cabin project was less than $30,000.00. It is unclear from the record exactly

when the cabin project occurred or how long it lasted.7

The Defendant’s other project in Tennessee arose in early 2018, around the time of

the estimated completion date of the Baskin project.8 The Defendant was hired to construct

a custom nine-thousand-square-foot house on Pickwick Lake in Hardin County, Tennessee

(“the Bradley project”). The Bradley project was valued at just under $3,000,000.00. In

February 2018, because the Bradley project site was located in Tennessee, the Defendant

applied for a Tennessee residential contractor’s license.9 That same month, Justin Allred

traveled in person to Tennessee to take a Tennessee Business and Law Management exam

required for obtaining the contractor’s license.10 The Defendant received a Tennessee

residential contractor’s license in March 2018. Absent renewal, the license was set to

expire on March 30, 2020. The Defendant arranged for its website to reflect that it was

licensed in Alabama and Tennessee.

In addition, as part of the contractor’s license application process, the Defendant

registered with the Tennessee Secretary of State in February 2018 as a foreign corporation

doing business in Tennessee. No person affiliated with the Defendant came to Tennessee

as part of this process. Rather, the Defendant simply submitted required documentation

and a fee to the Tennessee Secretary of State. Justin Allred was designated as the

Defendant’s registered agent, listing the Nashville address of a friend and business

associate.

The Defendant began work on the Bradley project in spring 2018, shortly after

receiving its Tennessee contractor’s license. All subcontractors for the Bradley project

were brought to Tennessee from Alabama. Materials suppliers also were from Alabama,

with the exception of a concrete supplier based in Tennessee.11 Likewise, the Defendant

7

In his brief to this Court, the Defendant indicates that the cabin project occurred before the parties

entered into the contract for the Baskin project.

8

Under the contract, the estimated completion date of the Baskin project was around January 2018.

However, the record contains documentation suggesting that, as of February 2018, the Defendant was

anticipating completion of the project by May 15, 2018.

9

Because the Defendant sought the license with respect to the Bradley project in particular, the

Defendant applied for only a residential contractor’s license. The Defendant performs commercial work in

Alabama, and Justin Allred testified that he would be open to commercial work in Tennessee should the

opportunity arise.

10

In addition, Mr. Allred passed a Home Builders Licensure Board exam in Alabama in 2015 for

the Defendant’s Alabama contractor’s license. The record suggests that his passing score—used for the

Alabama contractor’s license—satisfied a requirement for the contractor’s license in Tennessee.

11

The Defendant paid this supplier by checks mailed to Tennessee.

-5-

did not use or rent equipment out of Tennessee for the project. Justin Allred personally

visited the Bradley site approximately twelve to fifteen times over the course of the project.

Mr. Allred testified in his January 2021 deposition that he last visited Tennessee around

the early fall of 2020 to go to the Bradley project site. The Defendant’s vice president of

construction also visited the site during the course of the project. The Bradley project was

completed in approximately a year and a half, that is, in late 2020.

In his January 2021 deposition, Mr. Allred testified that he hoped the Defendant

would have future projects located in Tennessee, but there was nothing else in development

after the Bradley project.12 Although Mr. Allred testified that he intended to maintain the

Defendant’s Tennessee contractor’s license, he added that if it expired, he was not sure that

he would renew it. In fact, apparently unbeknownst to Mr. Allred at the time of his

deposition, the Defendant’s Tennessee contractor’s license had expired on March 30, 2020.

In January 2021, after his deposition, Mr. Allred submitted an affidavit clarifying that he

was not then seeking to have the Defendant’s Tennessee contractor’s license renewed.

Similarly, the Tennessee Secretary of State administratively revoked the Defendant’s

business registration on August 6, 2019. In his January 2021 affidavit, Mr. Allred stated

that he was not then seeking to renew the Defendant’s status as a foreign corporation

registered for business in Tennessee.

Based on these facts, the trial court granted the Defendant’s motion to dismiss. The

trial court found that “the alleged causes of action here and all relevant events clearly

occurred in Alabama.” In addition, the trial court noted that the Defendant’s other activities

that occurred in Tennessee “are unrelated to [the Plaintiff’s] cause of action.” Ultimately,

the trial court determined that “[t]he minor and attenuated contacts [the Defendant] had

with Tennessee during the [Baskin project] and otherwise are insufficient to cause [the

Defendant] to reasonably anticipate being haled into court in Tennessee.” Accordingly,

the trial court concluded that the Plaintiff failed to establish the Defendant’s requisite

minimum contacts with Tennessee, and thus, the court lacked personal jurisdiction over

the Defendant with respect to the Plaintiff’s suit.

On the Plaintiff’s direct appeal, the Court of Appeals reversed. Baskin v. Pierce &

Allred Constr., Inc., No. M2021-00144-COA-R3-CV, 2022 WL 258631, at *1 (Tenn. Ct.

App. Jan. 28, 2022), perm. app. granted, (Tenn. July 15, 2022). In finding the existence of

minimum contacts, the intermediate appellate court relied heavily on this Court’s recent

decision in Crouch Railway Consulting, LLC v. LS Energy Fabrication, LLC, 610 S.W.3d

460 (Tenn. 2020), a case in which we determined that a Tennessee court properly could

exercise specific personal jurisdiction over an out-of-state corporate defendant in a

contractual dispute. The Court of Appeals concluded that “[t]he contacts and connections

of [the] Defendant to Tennessee in this case are significantly more substantial than those

12

At the time of Mr. Allred’s deposition, the Defendant had roughly six projects in progress, all of

which were located in Alabama.

-6-

of the defendant in Crouch.” Baskin, 2022 WL 258631, at *6. As for those “contacts and

connections,” the court noted that the construction plans for the Baskin project were created

in Tennessee by a Tennessee firm, that some of the materials used in the construction came

from Tennessee, and that the Defendant directed communications and invoices to the

Plaintiff in Tennessee. Id. Furthermore, looking to the Defendant’s two projects that

occurred in Tennessee, the court took note of the Defendant’s “direct, purposeful attempts

to solicit and conduct its business in Tennessee” and found it significant that the Defendant

obtained a Tennessee contractor’s license, registered with the Tennessee Secretary of State

to do business in Tennessee, and stated on its website that it was licensed in Alabama and

Tennessee. Id. Because these “contracting and residential construction activities in

Tennessee [were] of the same nature as those that occurred [on the Baskin project],” id. at

*8, the court found the activities sufficiently “related to” the Plaintiff’s suit to bear on the

jurisdictional question. See Ford Motor Co. v. Mont. Eighth Jud. Dist. Ct., 141 S. Ct. 1017,

1026 (2021) (explaining that the exercise of specific personal jurisdiction requires that a

plaintiff’s claim arise out of or relate to the defendant’s forum contacts). Considering all

of the circumstances detailed above, the court held “that [the] Defendant’s contacts with

Tennessee, including its purposeful applications for a certificate of authority to transact

business and for a contractor’s license in Tennessee, are such that [the] Defendant should

reasonably anticipate being haled into court in this state.”13 Baskin, 2022 WL 258631, at

*1.

The Defendant sought permission to appeal to this Court. At the most fundamental

level, the Defendant argued that its contacts with Tennessee were not substantial enough

to support specific personal jurisdiction as to the Plaintiff’s suit. Given the treatment of

the issue in the intermediate appellate court, however, the Defendant also took issue with

the decision of the Court of Appeals even to factor into the jurisdictional determination the

Defendant’s activities pertaining to the two projects in Tennessee. The Defendant argued

that neither the cabin project nor the Bradley project had any connection whatsoever to the

Baskin project—the source of the Plaintiff’s claims—and, thus, the Defendant’s Tennessee

contacts pertaining to those two projects did not “relate to” the Plaintiff’s suit. In addition,

the Defendant argued that any contacts with Tennessee that occurred after the accrual of

the Plaintiff’s claims—according to the Defendant, those contacts or activities pertaining

to the Bradley project—could not possibly “relate to” the Plaintiff’s claims and, therefore,

were not germane to the question of whether the Defendant was subject to specific personal

jurisdiction in Tennessee as to the Plaintiff’s suit. We granted the Defendant’s application

for permission to appeal.

13

The Court of Appeals proceeded to the final step in the jurisdictional analysis, namely whether

the Defendant had shown that the exercise of jurisdiction by a Tennessee court would nonetheless be unfair

or unreasonable. See, e.g., Crouch, 610 S.W.3d at 473. Looking to the applicable standards, the court

concluded that it was constitutionally permissible for the trial court to exercise jurisdiction over the

Defendant. Baskin, 2022 WL 258631, at *9.

-7-

II. ANALYSIS

We have recognized that evaluating the validity of the exercise of specific personal

jurisdiction is in some cases a “difficult task.” Crouch, 610 S.W.3d at 474. Although the

jurisprudence on the issue is plentiful, it has come to be accepted that “few answers will be

written ‘in black and white.’” Kulko v. Super. Ct., 436 U.S. 84, 92 (1978) (quoting Estin

v. Estin, 334 U.S. 541, 545 (1948)). Nevertheless, the touchstone remains that due process

requires that a nonresident defendant “have 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.’” Int’l Shoe, 326 U.S. at 316 (quoting Milliken v. Meyer, 311 U.S.

457, 463 (1940)). Following the lead of the United States Supreme Court, we have

synthesized the general approach courts must take as follows:

Determining whether a forum state may exercise specific personal

jurisdiction over a nonresident defendant is a two-step analysis which

requires a court 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 and, if so, whether the

exercise of jurisdiction over the nonresident defendant is fair.

First Cmty. Bank, N.A. v. First Tenn. Bank, N.A., 489 S.W.3d 369, 388 (Tenn. 2015).

Among other requirements, federal constitutional precedent makes clear that for a court to

exercise specific personal jurisdiction, a plaintiff’s claim must arise out of or be related to

the defendant’s forum contacts. See, e.g., Ford, 141 S. Ct. at 1026. Likewise, this Court

also has recognized that “the assertion of specific jurisdiction is appropriate only when the

plaintiff’s cause of action arises from or is related to the defendant’s contacts with the

forum state.” Gordon v. Greenview Hosp., Inc., 300 S.W.3d 635, 648 (Tenn. 2009).

In this appeal, the facts prompt a two-prong focus—one on the Defendant’s

activities associated with the Baskin project, and the other on the Defendant’s activities

associated with the cabin project and the Bradley project—to assess whether the record

reflects a prima facie showing of minimum contacts with Tennessee so as to support the

exercise of specific personal jurisdiction over the Defendant. As to the first prong, we

conclude that the Defendant’s activities associated with the Baskin project do not reflect

that the Defendant purposefully availed itself of the privilege of conducting activities in

Tennessee—or stated another way, purposefully directed its activities at Tennessee—even

in light of our recent decision in Crouch. As to the second prong, we conclude that the

Defendant’s activities associated with the cabin project and the Bradley project were not

sufficiently related to the Plaintiff’s claims to support the exercise of specific personal

jurisdiction, even in light of the decision of the United States Supreme Court in Ford.

-8-

A. Standard of Review

“A trial court’s decision regarding the exercise of personal jurisdiction over a

defendant presents a question of law, which we review de novo with no presumption of

correctness.” First Cmty. Bank, 489 S.W.3d at 382 (citing State v. NV Sumatra Tobacco

Trading Co., 403 S.W.3d 726, 768 (Tenn. 2013); Gordon, 300 S.W.3d at 645).

In this case, the Defendant challenged the exercise of personal jurisdiction through

a motion to dismiss the complaint under Rule 12.02 of the Tennessee Rules of Civil

Procedure. The Defendant supported this motion with affidavits, and the Plaintiff’s

response included an affidavit and portions of a deposition. We have recognized that a

defendant may make such a challenge via a motion to dismiss the complaint under Rule

12.02. See, e.g., Crouch, 610 S.W.3d at 470. The defendant may support its motion with

affidavits or other materials but is not required to do so. Id.; Gordon, 300 S.W.3d at 644.

When the defendant chooses to submit such materials, the plaintiff may not rely solely on

the allegations in the complaint and, instead, also must submit affidavits or other materials

to carry its burden. Crouch, 610 S.W.3d at 470; Gordon, 300 S.W.3d at 644. However,

the submission of matters outside the pleadings does not convert the Rule 12.02(2) motion

to dismiss into a motion for summary judgment. Sumatra, 403 S.W.3d at 739; Gordon,

300 S.W.3d at 644. When a defendant challenges the state’s exercise of personal

jurisdiction in this manner, the plaintiff bears the burden of establishing a prima facie case

for personal jurisdiction over the defendant. Crouch, 610 S.W.3d at 470.

When evaluating whether the plaintiff has established a prima facie case for

personal jurisdiction, the trial court must accept the plaintiff’s factual allegations as true

and resolve all factual disputes in the plaintiff’s favor. Id.; Sumatra, 403 S.W.3d at 739.

However, the court may disregard “allegations that are controverted by more reliable

evidence and plainly lack credibility, conclusory allegations, or farfetched inferences.”

Crouch, 610 S.W.3d at 470 (citing First Cmty. Bank, 489 S.W.3d at 382). Ultimately, the

court must determine whether the factual allegations in the plaintiff’s complaint and any

supporting materials establish, with reasonable particularity, sufficient contacts between

the defendant and Tennessee. First Cmty. Bank, 489 S.W.3d at 383. In conducting our de

novo review, we perform the same evaluation of the complaint and supporting materials as

the trial court. Crouch, 610 S.W.3d at 471.

B. Personal Jurisdiction Principles

We begin by recognizing the well-established principle that a court must have

jurisdiction over a defendant before it can enter a valid judgment. See, e.g., Kulko, 436

U.S. at 91. The Fourteenth Amendment’s Due Process Clause circumscribes a state court’s

power to exercise jurisdiction over a nonresident defendant. See, e.g., Ford, 141 S. Ct. at

1024; Goodyear Dunlop Tires Operations, S.A. v. Brown, 564 U.S. 915, 918 (2011) (“A

state court’s assertion of jurisdiction exposes defendants to the State’s coercive power, and

-9-

is therefore subject to review for compatibility with the Fourteenth Amendment’s Due

Process Clause.”). At the most fundamental level, to be consistent with due process

guarantees, there must be a sufficient connection between the defendant and the forum state

so as to make it fair to require defense of the action in that forum. See Int’l Shoe, 326 U.S.

at 316.

While a state, by statute, may limit its jurisdiction over a nonresident defendant to

particular circumstances, Tennessee’s long-arm statutes authorize the courts of this state to

exercise personal jurisdiction over a nonresident “[o]n any basis not inconsistent with the

constitution of this state or of the United States.” Tenn. Code Ann. § 20-2-225(2) (2021);

see also Tenn. Code Ann. § 20-2-214(a)(6) (2021). Therefore, the inquiries under

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

610 S.W.3d at 471 n.10; Sumatra, 403 S.W.3d at 740–41.

As we previously referenced, the general formulation of what due process requires

is that a nonresident defendant have “certain minimum contacts” with a state “such that the

maintenance of the suit does not offend ‘traditional notions of fair play and substantial

justice.’” Int’l Shoe, 326 U.S. at 316 (quoting Milliken, 311 U.S. at 463). The analysis of

whether the defendant’s contacts with the state satisfy due process “cannot be simply

mechanical or quantitative.” Id. at 319. Instead, courts must look to “the quality and

nature” of the defendant’s activities. Id. Furthermore, this inquiry focuses not on the

relationship between the defendant and the plaintiff or other persons residing in the forum

state, but rather on the defendant’s relationship to the forum state itself. Bristol-Myers

Squibb Co. v. Super. Ct., 582 U.S. 255, 262 (2017); First Cmty. Bank, 489 S.W.3d at 394.

The approach long has been that “[i]n judging minimum contacts, a court properly focuses

on ‘the relationship among the defendant, the forum, and the litigation.’” Keeton v. Hustler

Mag., Inc., 465 U.S. 770, 775 (1984) (quoting Shaffer v. Heitner, 433 U.S. 186, 204

(1977)).

The focus on the relationship among the defendant, the forum state, and the

litigation has led to the recognition of two subtypes of personal jurisdiction: general

jurisdiction and specific jurisdiction. See, e.g., Ford, 141 S. Ct. at 1024; Daimler AG v.

Bauman, 571 U.S. 117, 126 (2014); Gordon, 300 S.W.3d at 647. The nature and extent of

the defendant’s contacts with the forum state generally determine which subtype applies,

and the subtype, in turn, determines the breadth of potential legal claims that may be

brought against the defendant in that forum. See, e.g., Ford, 141 S. Ct. at 1024.

A state court with general jurisdiction over a defendant has authority to hear “any

and all claims” brought against that defendant, regardless of whether the claims relate to

any of the defendant’s activity in the state. Id. (internal quotation marks omitted). Because

of the breadth of available claims, the population of defendants over which a state may

exercise general jurisdiction is narrow. Id. A state court may exercise general jurisdiction

only when a defendant’s affiliations with that state are so continuous and systematic as to

- 10 -

render it “essentially at home” in the state. Goodyear Dunlop, 564 U.S. at 919; see also

Crouch, 610 S.W.3d at 472 n.11. The paradigmatic forums in which a corporation’s

contacts with a state render it essentially at home are its state of incorporation and its

principal place of business. Daimler, 571 U.S. at 137. However, the United States

Supreme Court has recognized the possibility of an exceptional case in which “a

corporation’s operations in a forum other than its formal place of incorporation or principal

place of business may be so substantial and of such a nature as to render the corporation at

home in that State.” Id. at 139 n.19.

In this appeal, the Plaintiff does not argue that the Defendant is subject to general

jurisdiction in Tennessee.14 Rather, the focus in this case is upon the existence of specific

jurisdiction. A state may exercise specific jurisdiction over a defendant that is “less

intimately connected with a State, but only as to a narrower class of claims.” Ford, 141 S.

Ct. at 1024. Specific jurisdiction is case-linked and has been characterized as limited to

claims deriving from or connected with the controversy that establishes jurisdiction. See,

e.g., Bristol-Myers, 582 U.S. at 262. As we previously referenced, the United States

Supreme Court synthesized the guiding principle as follows: “In order for a state court to

exercise specific jurisdiction, ‘the suit’ must ‘aris[e] out of or relat[e] to the defendant’s

contacts with the forum.’” Id. (alterations in original) (quoting Daimler, 571 U.S. at 127).

In addition, the United States Supreme Court long ago observed in the context of

minimum contacts analysis that the defendant must take “some act by which [it]

purposefully avails itself of the privilege of conducting activities within the forum [s]tate”

for that state to exercise specific jurisdiction over the defendant. Hanson v. Denckla, 357

U.S. 235, 253 (1958) (emphasis added). The “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

14

We note that the United States Supreme Court recently released an opinion involving an issue of

consent to general jurisdiction. Mallory v. Norfolk S. Ry. Co., 143 S. Ct. 2028 (2023). Of critical

importance in the jurisdictional analysis in Mallory were the existence of certain Pennsylvania statutes and

the fact that the nonresident corporate defendant had registered to do business in Pennsylvania with full

notice of Pennsylvania law. Id. at 2037. Unlike Tennessee, Pennsylvania law explicitly provided that

“‘qualification as a foreign corporation’ shall permit state courts to ‘exercise general personal jurisdiction’

over a registered foreign corporation, just as they can over domestic corporations.” Id. (quoting 42 Pa.

Cons. Stat. § 5301(a)(2)(i) (2019)). In this case, the Plaintiff pointed out that the Defendant, in conjunction

with the Bradley project, registered to do business in Tennessee and appointed a registered agent with a

Tennessee address. The Court of Appeals considered these activities in its minimum contacts analysis, but

the court’s holding clearly looked to specific jurisdiction rather than general jurisdiction. See Baskin, 2022

WL 258631, at *5–7. In his brief in this Court, the Plaintiff makes clear that he argues for the existence of

specific jurisdiction. Unlike Mallory, the Plaintiff makes no argument for general jurisdiction over the

Defendant. Thus, this appeal does not require this Court to address Mallory and its impact, if any, on the

subject of general jurisdiction in Tennessee.

- 11 -

transaction in the forum state. See, e.g., Dudnikov v. Chalk & Vermilion Fine Arts, Inc.,

514 F.3d 1063, 1071 (10th Cir. 2008). 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. Hanson, 357 U.S. at 253; Burger King, 471

U.S. at 472–76. Contacts with a forum state caused by the “unilateral activity of another

party or a third person” are insufficient. Burger King, 471 U.S. at 475 (quoting

Helicopteros Nacionales de Colom., S.A. v. Hall, 466 U.S. 408, 417 (1984)). Likewise, a

nonresident defendant’s “random,” “fortuitous,” or “attenuated” contacts are insufficiently

deliberate to support specific jurisdiction. Id. (quoting Keeton, 465 U.S. at 774; World-

Wide Volkswagen, 444 U.S. at 299). Moreover, courts must bear in mind that “the

defendant’s suit-related conduct must create a substantial connection with the forum

[s]tate” to enable the exercise of specific jurisdiction. Walden v. Fiore, 571 U.S. 277, 284

(2014) (emphasis added); see also Burger King, 471 U.S. at 475. To that end, the

purposeful availment concept ultimately requires that the defendant’s conduct and

connection with the forum state must be such that the defendant reasonably should

anticipate being haled into court in that state. See, e.g., Burger King, 471 U.S. at 474–75;

see also Crouch, 610 S.W.3d at 473.

As we previously referenced, the existence of purposeful minimum contacts does

not end the jurisdictional inquiry. If the 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. Burger

King, 471 U.S. at 477; see also Crouch, 610 S.W.3d at 485. In this respect, the court

balances factors to determine reasonableness, including (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. See, e.g., Burger King, 471 U.S. at 476–77; Sumatra, 403

S.W.3d at 752. Of course, if the plaintiff has not made a prima facie showing of the

defendant’s minimum contacts with the forum state, this latter analysis is unnecessary.

C. The Crouch Decision and the Defendant’s Tennessee Contacts Associated with the

Baskin Project

Most recently, we addressed the issue of specific jurisdiction in Crouch. The Court

of Appeals looked to our decision in Crouch in analyzing the jurisdictional question in this

case. Accordingly, we briefly will examine how we applied specific jurisdiction principles

under the facts of Crouch.

Like the case at bar, Crouch involved a contractual dispute. 610 S.W.3d at 464. We

observed that determining the validity of the exercise of specific jurisdiction can be

particularly challenging in cases involving a single contract between a resident plaintiff

and a nonresident defendant. Id. Nevertheless, we recognized that even “a single contract

- 12 -

can entail sufficiently meaningful contacts to allow for the exercise of personal

jurisdiction.” Id. at 479. However, it is clear that the mere existence of a contract between

a resident of the forum state and a nonresident alone cannot establish minimum contacts

for the exercise of specific jurisdiction. Burger King, 471 U.S. at 478. Instead, 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. See id. at 478–79; Crouch, 610 S.W.3d at 479. A contract itself is

“ordinarily but an intermediate step serving to tie up prior business negotiations with future

consequences which themselves are the real object of the business transaction.” Burger

King, 471 U.S. at 479 (quoting Hoopeston Canning Co. v. Cullen, 318 U.S. 313, 317

(1943)). Thus, to 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. Id.; Crouch, 610 S.W.3d at 476.

In Crouch, we found Tennessee’s exercise of specific jurisdiction constitutionally

permissible. 610 S.W.3d at 486. We based our conclusion on an examination of both “the

breadth and depth of the contractual relationship” and the quality of the acts associated

with the relationship. Id. at 479; see also Calphalon Corp. v. Rowlette, 228 F.3d 718, 722

(6th Cir. 2000) (stating that “the quality rather than the quantity of the contacts is the proper

subject of review”). Consistent with relevant constitutional principles, we examined: (1)

whether the defendant’s contacts resulted from “the defendant’s own purposeful, deliberate

actions directed toward [Tennessee],” Crouch, 610 S.W.3d at 473 (quoting First Cmty.

Bank, 489 S.W.3d at 389), and (2) whether those contacts were sufficiently substantial to

give rise to personal jurisdiction. Id. at 477.

We first concluded that the defendant’s contacts with Tennessee resulted from its

own purposeful, deliberate actions directed toward Tennessee even though none of the

defendant’s representatives ever physically entered the state. Crouch, 610 S.W.3d at 478.

The defendant deliberately chose to enter into a contract with the plaintiff calling for the

performance of custom professional services, knowing that the plaintiff was located in

Tennessee and the services would occur primarily in Tennessee. Id. Throughout the

duration of the contractual relationship and in conformance with expectations agreed upon

in the contract, the defendant communicated with the Tennessee plaintiff. Id.

Significantly, some of these communications were substantive “to aid accomplishing

performance of the contract.” Id. We concluded that the contacts were not the result of

the unilateral activity of the plaintiff, nor were they random, fortuitous, or attenuated;

rather, they were contemplated by both parties and undertaken by the defendant in direct

furtherance of a business opportunity that it had entered into deliberately. Id. at 479.

We also concluded that the defendant’s contacts with Tennessee, while not

particularly extensive, were sufficiently substantial that the defendant “should reasonably

anticipate being haled into a Tennessee court.” Id. The contract expressly contemplated

- 13 -

an ongoing course of performance requiring the defendant to communicate with the

plaintiff and fulfill “continuing obligations” connecting the defendant to the custom design

work occurring in Tennessee. Id. at 481. Furthermore, the parties’ actual conduct during

the course of performance demonstrated the defendant’s choice to comply with these

obligations. Id. Of keen importance, the defendant’s communications directed into

Tennessee substantively supported the performance of services under the contract. Id. In

effect, the defendant’s contacts were a part of the custom design work occurring in

Tennessee. Accordingly, we determined that the plaintiff had carried the burden of

establishing a prima facie case of minimum contacts.15

In this case, the Court of Appeals concluded that “[t]he contacts and connections of

[the] Defendant to Tennessee . . . are significantly more substantial than those of the

defendant in Crouch.” Baskin, 2022 WL 258631, at *6. With respect to the contract for

the Baskin project in particular, the Court of Appeals noted that the construction plans for

the Baskin project were created in Tennessee by a Tennessee firm, that some of the

materials used in the construction came from Tennessee, and that the Defendant directed

communications and invoices to the Plaintiff in Tennessee. Id. The Defendant takes issue

with the conclusions of the Court of Appeals, arguing that its contacts with Tennessee were

of low quality and largely the result of the Plaintiff’s connections. We agree with the

Defendant.

The record indicates that the Plaintiff hired a Tennessee architect to design the lake

house, but the Defendant had no input or even contact with the architect. The Plaintiff

simply gave the plans to the Defendant to execute in Alabama. Similarly, the record also

indicates that the Plaintiff purchased lumber, tile, windows, and flooring in Tennessee,

shipped the materials to Alabama, and paid the Defendant the contractor’s fee on the

materials. However, like the architectural plans, the Defendant played no role in selecting,

procuring, or delivering the materials. Rather, the Defendant simply used the materials

once they arrived in Alabama for construction of the lake house.

In our view, even though the Defendant knew of the Tennessee connection, these

circumstances reflect attenuated contacts and the “unilateral activity of another party,”

Helicopteros, 466 U.S. at 417, rather than substantial, purposeful contacts with Tennessee

by the Defendant. We do not believe the Defendant reasonably could anticipate being

haled into a Tennessee court based on the Plaintiff’s relationship with these Tennessee-

based entities. See Walden, 571 U.S. at 284 (stating that courts have “consistently rejected

attempts to satisfy the defendant-focused ‘minimum contacts’ inquiry by demonstrating

contacts between the plaintiff (or third parties) and the forum State”); First Cmty. Bank,

15

Having concluded that the plaintiff set forth a prima facie case of minimum contacts, we next

analyzed whether the exercise of jurisdiction would nonetheless be unreasonable or unfair. Crouch, 610

S.W.3d at 485. Concluding that it would be neither unreasonable nor unfair, we held the exercise of specific

jurisdiction over the defendant in Tennessee was permissible. Id. at 486.

- 14 -

489 S.W.3d at 393 (“Due process requires that a defendant be haled into court in a forum

State based on his own affiliation with the State, not based on the ‘random, fortuitous, or

attenuated’ contacts he makes by interacting with other persons affiliated with the State.”

(quoting Burger King, 471 U.S. at 475)); 16 Moore’s Fed. Prac.—Civil § 108.42[3][b][i],

at 108-69 (3d ed. 2015) (“No matter how significant a plaintiff’s contacts with the forum

are, they cannot be decisive in determining whether the defendant’s due process rights are

violated.”).

In addition, we do not agree with the Court of Appeals’ assessment of the

significance of the Defendant’s directing communications and invoices to the Plaintiff in

Tennessee. The record reflects that the Defendant chose to communicate with the Plaintiff

in Tennessee throughout the project via phone calls, text messages, and emails. Such

communications indeed may constitute purposeful contacts with Tennessee for purposes

of specific jurisdiction analysis. See Crouch, 610 S.W.3d at 478 (“The transmission of

information into a forum by way of email, telephone, or mail is unquestionably a contact

for purposes of personal jurisdiction analysis.”); see also Sawtelle v. Farrell, 70 F.3d 1381,

1389–90 (1st Cir. 1995). The Plaintiff argues that we found specific jurisdiction

appropriate in Crouch based on the “communications flowing back and forth between the

two States.” However, the analysis was not so simple and did not stop there. We found

specific jurisdiction appropriate in Crouch because the defendant engaged the plaintiff to

provide custom design services from Tennessee that necessarily required the defendant’s

substantive communications directed into Tennessee, and the defendant made such

communications to aid contractual performance occurring in Tennessee during the parties’

course of dealing. Crouch, 610 S.W.3d at 481. The Plaintiff does not allege with

reasonable particularity a similar nature or quality of communication by the Defendant in

this case, nor does the record show anything of the sort. Thus, we view these contacts as

far less substantial than those in Crouch. Likewise, the Defendant’s contacts related to the

invoices—sent to and paid from Tennessee—are equally insubstantial. The location from

which a payment is made is “generally of little consequence to the payee and is a matter

left to the discretion of the drawer,” Helicopteros, 466 U.S. at 416–17, and is therefore

inappropriate to justify specific jurisdiction over a nonresident defendant, cf. id. at 417.16

Thus, we believe the Defendant’s simple electronic transmission of invoices to the Plaintiff

and the corresponding acceptance of the Plaintiff’s wire transfers from Tennessee is of

“negligible significance” in evaluating whether the Defendant had minimum contacts with

Tennessee. Cf. id. at 416.

From our review, this case is quite different from Crouch. Obviously, both cases

involve custom work pursuant to a contract. However, the custom design work in Crouch

16

The record contains no indication that the Defendant for some particular reason requested

payment specifically drawn from a Tennessee bank or that there were contractual negotiations between the

parties with respect to the location or identity of the bank from which payment would be drawn. Cf.

Helicopteros, 466 U.S. at 416.

- 15 -

took place in Tennessee, complete with substantive contribution from the defendant. In

contrast, not only was the contract in this case consummated in Alabama, but the custom

residential construction work—the conduct which forms the factual basis for the Plaintiff’s

claims—also took place entirely in Alabama. In evaluating the quality of forum contacts

to determine whether a defendant has purposefully availed itself of the forum, the location

of contractual services certainly is a factor. See Burger King, 471 U.S. at 476; see also

Ford, 141 S. Ct. at 1025 (citing Walden, 571 U.S. at 285) (identifying “entering a

contractual relationship centered” in the forum state as relevant to whether a defendant

purposefully availed itself of the forum). Furthermore, as we previously described, the

Defendant’s contacts with Tennessee associated with the Baskin project—architectural

plans, construction materials, communications, invoicing and payment—were of low

quality. In our view, none of the aforementioned circumstances demonstrates that the

Defendant purposefully availed itself of the privilege of conducting activities in Tennessee,

and we do not believe that the Defendant’s contacts were substantial enough for it

reasonably to have anticipated being haled into Tennessee to defend against the Plaintiff’s

suit. Accordingly, we conclude that the Plaintiff failed to make a prima facie showing of

minimum contacts to support the exercise of specific jurisdiction in Tennessee based on

the Defendant’s activities associated with the Baskin project.

D. The Ford Decision and the Defendant’s Tennessee Contacts Associated with the

Cabin Project and the Bradley Project

In concluding that the Defendant had minimum contacts with Tennessee to support

the exercise of specific jurisdiction, the Court of Appeals looked not only to the

Defendant’s contacts associated with the Baskin project, but also to the Defendant’s

contacts associated with the cabin project and the Bradley project. Baskin, 2022 WL

258631, at *6. In so doing, the Court of Appeals rejected the Defendant’s contention that

these contacts were insufficiently connected to the Plaintiff’s claims to factor into the

jurisdictional analysis. Id. at *8. Instead, looking to the decision of the United States

Supreme Court in Ford, the intermediate appellate court concluded that the contacts were

sufficiently “related to” the Plaintiff’s suit to factor into the jurisdictional analysis because

the “contracting and residential construction activities in Tennessee [were] of the same

nature as those that occurred [on the Baskin project].” Id. In this Court, the Defendant

maintains that these contacts did not “relate to” the Plaintiff’s claims for injuries stemming

from allegedly defective residential construction that took place entirely in Alabama. For

his part, the Plaintiff argues that the Defendant’s contacts associated with the cabin project

and the Bradley project bear a sufficient affiliation with the suit because “they entail the

same services (custom building) that gave rise to the Plaintiff’s claim” and “represent the

operation of the same line of business carried on with the same people and within the same

general time frame as the activities over which the Plaintiff has sued.” The Plaintiff asserts

that these contacts, along with the Defendant’s contacts associated with the Baskin project,

- 16 -

should be “assessed as part of a common set of reciprocal privileges and obligations.” As

explained below, we agree with the Defendant.17

The question of what constitutes a sufficient connection between a plaintiff’s suit

and a defendant’s forum contacts for purposes of specific jurisdiction is not a new one. As

early as the 1980s, the United States Supreme Court linked specific jurisdiction to those

claims that arise out of or are related to a defendant’s contacts with the forum state. See

Helicopteros, 466 U.S. at 414 n.8. However, the Court provided little additional guidance

for years, declining to decide clearly whether the terms “arise out of” and “relate to”

describe “different connections between a cause of action and a defendant’s contacts with

a forum,” much less “what sort of tie between a cause of action and a defendant’s contacts

with a forum is necessary to a determination that either connection exists.” Id. at 415 n.10.

Faced with cases that required decisions, lower federal courts and state courts were left to

fill the void. Not surprisingly, several different approaches emerged to test what degree of

connection between a plaintiff’s claim and a defendant’s contacts would support the

exercise of specific jurisdiction.18

One approach was commonly known as the “substantive relevance” test. Generally

speaking, the substantive relevance test looked to whether the defendant’s contacts with

the forum state were relevant to the merits of the plaintiff’s claim. See O’Connor v. Sandy

Lane Hotel Co., 496 F.3d 312, 319 (3d Cir. 2007) (citing Lea Brilmayer, How Contacts

Count: Due Process Limitations on State Court Jurisdiction, 1980 Sup. Ct. Rev. 77, 82–

83). Some courts articulated this test in a slightly different way, asking whether the

defendant’s forum contacts were the “legal cause” of the plaintiff’s injury. See id. at 318

(citing Mass. Sch. of L. at Andover, Inc. v. Am. Bar Ass’n, 142 F.3d 26, 35 (1st Cir. 1998)).

In this way, the approach was sometimes referred to as the “proximate cause” test, but it

was “essentially the same” as the substantive relevance test. See id. at 319 n.6 (quoting

Mark M. Maloney, Note, Specific Jurisdiction and the “Arise from or Relate to”

Requirement . . . What Does It Mean?, 50 Wash. & Lee L. Rev. 1265, 1283 (1993)).

Another approach was commonly known as the “but-for” test. Under this approach,

a plaintiff’s claim was sufficiently connected to a defendant’s forum contacts if it would

not have arisen in the absence of those activities. See id. at 319 (citing Shute v. Carnival

Cruise Lines, 897 F.2d 377, 385–86 (9th Cir. 1990), rev’d on other grounds, 499 U.S. 585

(1991)).

17

Because we agree with the Defendant in this regard, we need not address whether the Defendant’s

activities associated with the cabin project and the Bradley project reflect sufficient “purposeful availment”

to support the exercise of specific jurisdiction in Tennessee. Likewise, we also need not address the

Defendant’s argument that the Court of Appeals erred by considering the Bradley project contacts at all, in

that—according to the Defendant—any such contacts occurred after the accrual of the Plaintiff’s claims.

18

Even within what was ostensibly a single approach, different courts used different language

depending on the facts of the individual case.

- 17 -

Still another approach was commonly known as the “substantial connection” test,

sometimes referred to as the “discernible relationship” test. See id.; Bird v. Parsons, 289

F.3d 865, 875 (6th Cir. 2002) (requiring that a claim “have a substantial connection with

the defendant’s in-state activities”); Moki Mac River Expeditions v. Drugg, 221 S.W.3d

569, 585 (Tex. 2007) (looking to the existence of a substantial connection between the

nonresident defendant’s forum contacts and the operative facts of the litigation). Under

this approach, “[t]he critical question is whether the tie between the defendant’s contacts

and the plaintiff’s claim is close enough to make jurisdiction fair and reasonable.”

O’Connor, 496 F.3d at 319.

Some courts adopted hybrid approaches. For instance, in O’Connor, the Third

Circuit Court of Appeals articulated an approach that began with the but-for test but did

not stop there. Id. at 322. The court supplemented the but-for test with an additional

inquiry into whether there existed a “meaningful link . . . between a legal obligation that

arose in the forum [by virtue of the defendant’s activities there] and the substance of the

plaintiffs’ claims.” Id. at 324. The court based its approach on the “tacit quid pro quo” a

defendant should expect from conducting in-state activities—that is, in exchange for the

protection of a forum’s laws when engaging in activities in that forum, a defendant assumes

certain obligations, among them amenability to suit connected with those activities. Id. at

322. Specific jurisdiction is appropriate when it “results from a contact closely tailored to

that contact’s accompanying substantive obligations.” Id. at 323. The court characterized

the necessary connection as looser than proximate cause but “intimate enough to keep the

quid pro quo proportional and personal jurisdiction reasonably foreseeable.” Id. (emphasis

added); see also uBID, Inc. v. GoDaddy Grp., Inc., 623 F.3d 421, 430 (7th Cir. 2010)

(adopting same approach).

Foreseeability was a central concept in the hybrid approach articulated by the

Oregon Supreme Court. See Robinson v. Harley-Davidson Motor Co., 316 P.3d 287 (Or.

2013) (en banc), abrogated by Cox v. HP Inc., 492 P.3d 1245 (Or. 2021) (en banc). The

court purported to adopt the modified approach of the Third Circuit in O’Connor. Id. at

300. However, the court framed the approach as requiring first that the defendant’s forum

activity constitute a but-for cause of the litigation, and second that “the nature and quality

of the activity . . . also be such that the litigation is reasonably foreseeable by the

defendant.” Id. In other words, the defendant’s “particular [forum] activity must be a but-

for cause of the litigation and provide a basis for an objective determination that the

litigation was reasonably foreseeable.” Id.

Suffice it to say that in the decades after the United States Supreme Court issued

Helicopteros in 1984, the approach to determining whether a claim arose out of or was

related to a defendant’s forum contacts or activities was an area of the law in which “[t]he

greys [were] dominant and even among them the shades [were] innumerable.” Kulko, 436

- 18 -

U.S. at 92 (quoting Estin, 334 U.S. at 545). It was against this backdrop that the Court

issued its opinion in Ford in 2021.

Ford consisted of two consolidated products liability cases against global

automobile manufacturer Ford Motor Company (“Ford”). 141 S. Ct. at 1022. The Court

concluded that Ford’s contacts with the forum states, although substantial, did not give rise

to the plaintiffs’ claims within the meaning of “arise out of” for purposes of specific

jurisdiction. Id. at 1022–23. More specifically, although the plaintiffs alleged that Ford

vehicles malfunctioned in the forum states, resulting in accidents and injuries, the

plaintiffs’ particular vehicles were neither designed, manufactured, nor first sold in the

forum states. Id. Ford conceded that it had purposefully availed itself of the privilege of

conducting business activities in the forum states, but it nonetheless argued that it should

not be subject to specific jurisdiction based on in-state conduct that did not give rise to the

plaintiffs’ claims. Id. at 1026. Thus, the question became whether there was a basis for

finding a sufficient connection between Ford’s activities in the forum states and the

plaintiffs’ claims so as to allow for the exercise of specific jurisdiction. Id. at 1022–24.

The Ford Court noted precedent that a defendant’s contacts are sufficient to support

specific jurisdiction when (1) they show purposeful availment of the forum state, and (2)

the plaintiff’s claim either “arise[s] out of or relate[s] to” the defendant’s contacts with the

forum. Id. at 1025 (citing Bristol-Myers, 582 U.S. at 262); see generally 16 Moore’s Fed.

Prac.—Civil § 108.42[1], at 108-61 (3d ed. 2015) (articulating the general rule that specific

jurisdiction requires a showing by the plaintiff that the nonresident defendant purposefully

established significant—not random, fortuitous, or attenuated—contacts with the forum

state and the plaintiff’s cause of action arose out of or was related to the defendant’s forum

contacts). The Court clarified that the “arise out of” language contemplates specific

jurisdiction based on a causal connection between the defendant’s in-state activities and

the plaintiff’s claim. Ford, 141 S. Ct. at 1026. However, the “relate to” language

contemplates that some contacts support specific jurisdiction without a causal nexus

between them and the plaintiff’s claim, that is, without “proof that the plaintiff’s claim

came about because of the defendant’s in-state conduct.” Id.

The Court ultimately rejected Ford’s argument against the exercise of specific

jurisdiction based on facts supporting “a strong ‘relationship among the defendant, the

forum, and the litigation,’” which it called “the ‘essential foundation’ of specific

jurisdiction.” Id. at 1028 (quoting Helicopteros, 466 U.S. at 414). The Court observed that

Ford regularly conducted business in the forum states, including selling the very models of

the vehicles at issue. Id. In addition, it advertised within the states “by every means

imaginable.” Id. It also fostered ongoing relationships with vehicle owners in the forum

states by offering repair and maintenance services at dealerships and by distributing

replacement parts there. Id. The defendant, the forums, and the litigation were connected

through Ford’s systematic service of a market in the states for the vehicles involved in the

products liability suits in those states. Id.

- 19 -

From our reading of Ford, the Court’s analysis clarified that a strict causal nexus

between a plaintiff’s claim and the defendant’s forum activities is not necessary for a state

to exercise specific jurisdiction, but it did not identify with particularity the nature and

quality of forum activities that sufficiently “relate to” a claim to allow for the exercise of

specific jurisdiction. Rather, the Court emphasized the need for a “strong relationship” and

cautioned that the availability of specific jurisdiction based on a defendant’s contacts with

the forum state that “relate to” the plaintiff’s cause of action “does not mean anything

goes.” Id. at 1026. The lack of a clear rule was not lost on Justice Gorsuch, whose

concurring opinion noted the lack of specific direction:

For a case to “relate to” the defendant’s forum contacts, the majority says, it

is enough if an “affiliation” or “relationship” or “connection” exists between

them. But what does this assortment of nouns mean? . . . The majority

promises that its new test “does not mean anything goes,” but that hardly tells

us what does.

Id. at 1034–35 (Gorsuch, J., concurring) (citation omitted). Of course, specific jurisdiction

is an area of the law where the Court has been reticent to draw bright lines. See Kulko,

436 U.S. at 92 (noting that few answers in the minimum contacts analysis will be written

in black and white).

In Ford, the Court did not explicitly adopt any of the approaches that other courts

had developed over the preceding years. However, the language used by the Court

effectively did abrogate any approach that required a causal connection. See, e.g., Estate

of Logan v. Busch, 574 F. Supp. 3d 660, 672–73 (W.D. Mo. 2021) (indicating that the

explication of the “related to” aspect of specific jurisdiction in Ford undercut the

application of a standard requiring the but-for or proximate-cause tests). This circumstance

necessarily begs the question of how persuasive even those approaches not requiring a

causal connection remain after Ford. Courts no doubt will wrestle with that question as

cases arise.19 For our purposes today, however, because we are bound in this area of federal

constitutional law only by the jurisprudence of the United States Supreme Court, see

Crouch, 610 S.W.3d at 471, we will look primarily to Ford to glean the principles required

to resolve this appeal.20

19

Indeed, in light of Ford, the Oregon Supreme Court revisited its combination but-

for/foreseeability approach that we previously described. See Cox, 492 P.3d at 1255–56. The court

disavowed its previous requirement of a but-for link in every case, while maintaining its focus on whether

a defendant’s “Oregon activities provide a basis for an objective determination that the litigation was

reasonably foreseeable.” Id. at 1256 (internal quotation marks omitted).

20

By looking to these principles, we find it unnecessary to adopt a particular approach.

- 20 -

Based on our reading, there are two important aspects of Ford that aid resolution of

this appeal. First, Ford offered a comparative example of circumstances in which the

exercise of specific jurisdiction based on “related” contacts was constitutionally

permissible. With that aspect in mind, we have no hesitation concluding that the

circumstances of this case clearly are not at all comparable to those of Ford. In Ford, the

Court approved of the exercise of specific jurisdiction based on a litany of extensive

activities in the forum states that were related to the plaintiffs’ claims. 141 S. Ct. at 1028.

The plaintiffs’ claims stemmed from car accidents that occurred in the forum states

involving two models of Ford vehicles, which the plaintiffs alleged were defective. Id.

Ford “advertised, sold, and serviced” the very models of cars at issue in the plaintiffs’

claims “for many years” in the forum states. Id. Indeed, Ford advertised by “every means

imaginable,” sold the car models at dozens of dealerships in each forum state, and

“regularly” maintained and repaired cars, even after their warranties had expired. Id.

In marked contrast, the Plaintiff’s claims in this case stem from allegedly shoddy

residential construction that occurred in Alabama, and the Defendant’s Tennessee contacts

associated with the cabin project and the Bradley project were not remotely as

“continuous[] and deliberate[]” as those in Ford. Id. at 1027 (quoting Keeton, 465 U.S. at

781). To put it simply, this case is nothing like Ford. Of course, the Court did not purport

to set a constitutional floor based on the circumstances in Ford. As a result, we will dig

deeper than a simple factual comparison to determine whether Tennessee may exercise

specific jurisdiction in this case.

The second important aspect of Ford is its reaffirmation of longstanding principles

that the Court repeatedly has noted in the context of specific jurisdiction. Chief among

them is the notion that a nonresident defendant must have “fair warning” for the exercise

of specific jurisdiction to comport with due process guarantees. Id. at 1025 (quoting Burger

King, 471 U.S. at 472) (citing World-Wide Volkswagen, 444 U.S. at 297 (referring to

“clear notice”)). This principle, undisturbed by Ford, holds that it is critical for the proper

exercise of specific jurisdiction “that the defendant’s conduct and connection with the

forum State are such that he should reasonably anticipate being haled into court there.”

Burger King, 471 U.S. at 474 (emphasis added) (citing World-Wide Volkswagen, 444 U.S.

at 297). Indeed, to explain “why Ford [was] subject to jurisdiction,” Ford, 141 S. Ct. at

1028, the Court pointed out that Ford “had systematically served a market in Montana and

Minnesota for the very vehicles that the plaintiffs allege malfunctioned and injured them

in those States,” id., and concluded that those forum contacts were such that Ford

reasonably should have anticipated being haled into the forums’ courts to defend actions

that alleged Ford’s products had caused injury there, id. at 1027 (citing Burger King, 471

U.S. at 472–73; Keeton, 465 U.S. at 781; World-Wide Volkswagen, 444 U.S. at 297–98).

In this case, then, the Defendant’s Tennessee contacts or activities associated with

the cabin project and the Bradley project “relate to” the Plaintiff’s claims when there exists

a sufficiently “strong relationship” among the Defendant, those Tennessee contacts or

- 21 -

activities, and the litigation. Id. at 1028. In assessing that relationship, we must bear in

mind the fundamental jurisdictional principle that unless the Defendant—in making those

contacts or conducting those activities—reasonably should have anticipated being haled

into court to defend the Plaintiff’s litigation, the contacts or activities hardly can be said to

“relate to” the Plaintiff’s claims.

The record reflects that the extent of the Defendant’s contact with Tennessee as to

the cabin project was hiring an Alabama-based mobile-home-moving company to load and

transport a cabin from Tennessee to Alabama, at which point the Defendant would perform

typical construction work. In furtherance of that process, two individuals affiliated with

the Defendant visited the cabin site in Tennessee no more than three times. The record

does not reveal the extent of the visits, but it does not establish that the visits were very

significant. The record does not reveal exactly when the move occurred, other than before

the Baskin project. The record also does not reveal how involved the moving process was,

but it does not establish that it was a lengthy one. Thus, so far as the record shows, the

Defendant’s Tennessee contacts in this regard are that, at some point in the three years

between corporate formation in 2013 and the Baskin project in 2016, the Defendant took a

job in which it hired an Alabama company to perform a likely short-lived project that

involved transporting a cabin on a tractor-trailer from Tennessee to Alabama.

The Defendant’s Tennessee contacts associated with the Bradley project obviously

are more extensive than those associated with the cabin project. The Defendant, or

subcontractors the Defendant brought from Alabama, performed typical residential

construction work in Tennessee for the Bradley project. To accomplish that work, the

Defendant secured a Tennessee contractor’s license and registered as a foreign corporation

authorized to do business in Tennessee, including appointing a registered agent (the

company president and sole owner) using a Tennessee address. Thereafter, the Defendant

updated its website to reflect that it was licensed in Tennessee as well as Alabama. The

project itself went on for approximately a year and a half, beginning in 2018 roughly about

the time the Defendant’s work on the Baskin project was scheduled to conclude and ending

shortly after the Plaintiff filed suit in 2020. Moreover, the project entailed multiple visits

by the Defendant’s personnel to Tennessee. Nevertheless, the record reflects that it was

the only project of its kind that the Defendant has undertaken in Tennessee since its

formation in 2013. The Defendant’s Tennessee contractor’s license and business

registration lapsed during the course of the project. Although the Defendant’s president

testified that he would be open to renewing the license and registration, the record suggests

that it would take another Tennessee-based project to prompt that course of action.

In our view, these circumstances reflect a minor and insignificant relationship

among the Defendant, the cabin-project and Bradley-project contacts with Tennessee, and

the Plaintiff’s litigation. The record does not show that the Defendant’s cabin-project and

Bradley-project contacts were “instrumental either in the formation of the contract or its

[alleged] breach.” Vapotherm, Inc. v. Santiago, 38 F.4th 252, 258–59 (1st Cir. 2022)

- 22 -

(quoting Adelson v. Hananel, 510 F.3d 43, 49 (1st Cir. 2007)). Nor does the record

establish that these contacts would “bear on the substantive legal dispute between the

parties or inform the court [or jury] regarding the economic substance of the contract.”

RAR, Inc. v. Turner Diesel, Ltd., 107 F.3d 1272, 1278 (7th Cir. 1997). Additionally, the

record does not suggest that the outcome of the Plaintiff’s suit is likely to turn on any facts

developed from the Defendant’s cabin-project or Bradley-project contacts. See id. at 1279.

In evaluating the Defendant’s Tennessee contacts, the Court of Appeals placed significance

on the fact that the Defendant, in association with the Bradley project, updated its website

to reflect its licensure in Tennessee.21 Baskin, 2022 WL 258631, at *6 (“Defendant reached

out to Tennessee residents through its website, which stated that it was ‘licensed in

Alabama and Tennessee.’”). However, the record indicates that this passive website

generated no Tennessee-based projects for the Defendant, much less had any connection

with the Baskin project and the Plaintiff’s claims. In short, from our reading of the record,

the operative facts surrounding the Plaintiff’s claims do not appear to be even marginally

related to the Defendant’s Tennessee contacts associated with the cabin project and the

Bradley project. Cf. Rush v. Savchuk, 444 U.S. 320, 329 (1980) (finding no quasi in rem

jurisdiction in part because the defendant’s forum contacts were neither “the subject matter

of the case” nor “related to the operative facts of the negligence action”). As a result, the

Defendant’s contacts with Tennessee, even taken in the aggregate, in no way constitute a

systematic and substantial service of the Tennessee market such as that found in Ford. See

Ford, 141 S. Ct. at 1028.

Importantly, in Ford, the United States Supreme Court also was careful to warn that

its standard for when a plaintiff’s claim “relates to” a defendant’s forum contacts

“incorporates real limits” and “does not mean anything goes.” 141 S. Ct. at 1026. Based

on our reading of Ford, we agree with the Oregon Supreme Court’s point that to satisfy the

standard, at a minimum, the nature and quality of a defendant’s forum contacts must permit

a determination that it was reasonably foreseeable that the defendant could be haled into

the forum state to answer the claim at issue in the plaintiff’s suit. See Cox, 492 P.3d at

1257. In other words, potential defendants should not be surprised by the jurisdictional

consequences of their forum activities.

Thus, we are called upon in this appeal to assess whether the nature and quality of

the Defendant’s activities associated with the cabin project and the Bradley project were

such that it reasonably should have anticipated being haled into a Tennessee court to defend

an action asserting breach of contract and breach of warranty stemming from the

construction of a lake house in Alabama pursuant to a contract with a Tennessee resident.

For the reasons detailed above, we have determined that the nature and extent of those

activities were not such that it was reasonably foreseeable that the Defendant could be sued

21

We note that the mere mention of having a license in the forum state is far from the systematic

and substantial contacts in Ford, where the defendant entered the forum states through extensive advertising

and selling. See Ford, 141 S. Ct. at 1022.

- 23 -

in Tennessee for the allegedly shoddy residential construction work it provided to the

Plaintiff in Alabama. Accordingly, we conclude that the Defendant’s Tennessee activities

associated with the cabin project and the Bradley project were not sufficiently related to

the Plaintiff’s claims to support the exercise of specific jurisdiction over the Defendant in

this case.

We do not doubt that the Defendant’s Tennessee contacts associated with the

Bradley project in particular were meaningful. Nevertheless, even when a defendant has

meaningful ties to a forum, if they do not connect sufficiently to the plaintiff’s claim, they

cannot sustain the power of the courts of the forum state to hear that claim. See Johnson

v. TheHuffingtonPost.com, Inc., 21 F.4th 314, 317–18 (5th Cir. 2021). Based on our

review of the record, we have determined that the Defendant’s Tennessee contacts

associated with the cabin project and the Bradley project were not “related to” the

Plaintiff’s claims concerning the Baskin project. Absent that affiliation, specific

jurisdiction is lacking regardless of the extent of the Defendant’s unconnected activities in

Tennessee. See Bristol-Myers, 582 U.S. at 264 (citing Goodyear Dunlop, 564 U.S. at 931

n.6).

III. CONCLUSION

Tennessee law provides that a plaintiff bears the ultimate burden of demonstrating

that the trial court properly may exercise personal jurisdiction over a defendant. Gordon,

300 S.W.3d at 643. For the foregoing reasons, we hold that the Plaintiff failed to establish

a prima facie case of the minimum contacts necessary for a Tennessee court to exercise

specific personal jurisdiction over the Defendant as to the Plaintiff’s claims. Therefore,

we reverse the judgment of the Court of Appeals and reinstate the judgment of the trial

court dismissing this action.

The costs of this appeal are taxed to the Plaintiff, Roger Baskin, for which execution

may issue.

_________________________________

JEFFREY S. BIVINS, JUSTICE

- 24 -