United States District Court, W.D. Texas, Austin Division
SPARKS SENIOR UNITED STATES DISTRICT JUDGE.
REMEMBERED on this day the Court reviewed the file in the
above-styled cause, and specifically, Defendant BeHealth
Solutions, L.L.C. (Behealth)'s Motion to Dismiss for Lack
of Personal Jurisdiction [#5], Plaintiff Compassware, Inc.
(Compassware)'s Response [#9] in opposition, and
BeHealth's Reply [#10] in support as well as
Compassware's Motion to File Surreply [#13] and
BeHealth's Response [#17] in opposition. Having reviewed
the documents, the relevant law, and the file as a whole, the
Court now enters the following opinion and orders.
a contract dispute between BeHealth and Compassware. BeHealth
is a limited liability company organized under the laws of
Virginia, with members in Virginia, Indiana, Maryland, and
California. Not. Removal [#1]. Compassware is a citizen of
Texas and Delaware. Id. The parties' current
dispute centers on whether this Court may exercise personal
jurisdiction over BeHealth.
2016 BeHealth hired Chris Dancy, a mobile app developer, to
work as an independent contractor on the development of an
app for BeHealth. Mot. Dismiss [#5-2] Ex. A-l. Dancy lived
and worked in Tennessee. Id. [#5] at 2.
Dancy suggested BeHealth should hire Compassware, a company
owned by Dancy, to provide development services for
BeHealth's app. Mot. Dismiss [#5] at 2. BeHealth proved
amenable to this suggestion. Id. However, it appears
Dancy did not have employees in place to perform the work for
BeHealth, for in June 2016, Dancy contacted Chris Dauw, an
app developer, and solicited the services of Dauw's
development team for work on the BeHealth app. Dauw and his
development team are located in Austin, Texas. Resp. Mot.
Dismiss [#9-1] Ex. A (Dauw Aff) at 1. Shortly thereafter, in
August 2016, Dauw was made CTO of Compassware. Id.
September 2016, BeHealth investors, executives, and board
members attended a project kick-off meeting with Compassware
in Austin, Texas. Id. at 2. Dauw's Texas-based
development team began working on BeHealth's app around
the same time, although BeHealth and Compassware did not
enter into contractual agreements until January 2017.
Id. at 2-3.
contractual agreements entered into by BeHealth and
Compassware were signed by BeHealth in Virginia and by Dancy,
in his capacity as CEO of Compassware, in Tennessee. Mot.
Dismiss [#5] at 2-3. The agreements also list a Tennessee
mailing address for Compassware. id. [#5-3] Ex. A-2
at 2. However, Dauw, the CTO in charge of the development of
the app, states the terms of the contract were negotiated by
Dauw from Texas and in large part drafted in Texas. Dauw Aff.
Dauw further states BeHealth was aware the app would be
developed exclusively in Texas, by Dauw's Texas-based
development team. Id.
representatives subsequently attended meetings with
Compassware in Texas on three separate occasions: January 16,
2017; February 1, 2017; and June 15, 2017. Dauw Aff. There is
no indication BeHealth representatives ever met with
Compassware anywhere other than Texas. See Mot.
Dismiss [#5]; Resp. Mot. Dismiss [#9]; Reply Mot. Dismiss
October 2017, Compassware filed suit against BeHealth in
state court for breach of contract. Supp. Filing [#6-1] Pet.
at 1-2. BeHealth removed the suit to federal court in
November 2017 and now asks the Court to dismiss for lack of
subject matter jurisdiction. Not. Removal [#1]; Mot. Dismiss
Federal Rules of Civil Procedure allow a defendant to assert
lack of personal jurisdiction as a defense to suit. FED. R.
ClV. P. 12(b)(2).
determine whether a federal district court sitting in
diversity has personal jurisdiction over a nonresident
defendant, the district court considers first whether
exercising jurisdiction over the defendant comports with due
process. Religious Tech. Ctr. v Liebreich, 339 F.3d
369, 373 (5th Cir. 2003). If the requirements of due process
are satisfied, the court then determines whether the exercise
of jurisdiction is authorized by the jurisdictional
"long-arm" statute of the state in which the court
sits. Id. Because the Texas long-arm statute has
been interpreted as extending to the ...