Submitted: March 13, 2019
from United States District Court for the District of
GRUENDER, BENTON, and GRASZ, Circuit Judges.
GRUENDER, CIRCUIT JUDGE.
Holding Company ("FedNat") appeals the district
court's judgment confirming an arbitration award in favor
of Federated Mutual Insurance Company ("Federated
Mutual"). We conclude that the district court lacked
personal jurisdiction over FedNat, vacate the district
court's judgment, and remand with instructions to
Mutual is a Minnesota insurance company that owns various
trademarks containing the word "Federated." FedNat,
a Florida insurance company, was previously known as 21st
Century Holding Company. In 2012, it adopted the name
Federated National Holding Company. Federated Mutual was
concerned that this new name was confusingly similar to its
own. In 2013, the two companies entered into a Co-Existence
Agreement (the "Agreement") under which Federated
National Holding Company promised to take steps to minimize
confusion and adopt a new name within seven years. It also
agreed to give Federated Mutual a chance to object to its new
2014, Federated National Holding Company began using the name
FedNat. It did not notify Federated Mutual as required by the
Agreement, and it continued to use the phrase "Federated
National" in conjunction with its new name. Federated
Mutual stated that it received "hundreds of misdirected
calls and correspondence" from confused customers each
year, and it initiated arbitration to enforce the Agreement.
The arbitrator allowed FedNat to continue using the name
"FedNat" but ruled that it must cease using the
term "Federated" within ninety days.
Mutual filed a petition to confirm the arbitrator's award
in the U.S. District Court for the District of Minnesota, and
the court entered judgment in its favor. See 9
U.S.C. § 9. On appeal, FedNat argues that the district
court lacked subject-matter and personal jurisdiction and
that the arbitrator exceeded his authority.
FedNat's arguments concerning subject-matter jurisdiction
raise complicated questions, we first consider whether the
district court had personal jurisdiction. See Ruhrgas AG
v. Marathon Oil Co., 526 U.S. 574, 588 (1999) (allowing
a court to consider personal jurisdiction before
subject-matter jurisdiction where "the alleged defect in
subject-matter jurisdiction raises a difficult and novel
question"). We review personal jurisdiction de
novo. K-V Pharm. Co. v. J. Uriach & CIA,
S.A., 648 F.3d 588, 591 (8th Cir. 2011).
Mutual alleges that FedNat is subject to specific personal
jurisdiction in Minnesota. "Specific jurisdiction refers
to jurisdiction over causes of action arising from or related
to a defendant's actions within the forum state . . .
." Bell Paper Box, Inc. v. U.S. Kids, Inc., 22
F.3d 816, 819 (8th Cir. 1994). A district court may exercise
specific jurisdiction over an out-of-state defendant only to
the extent permitted by the state's long-arm statute and
the Constitution's due process clause. Coen v.
Coen, 509 F.3d 900, 905 (8th Cir. 2007). Because
Minnesota's long-arm statute extends as far as the
Constitution allows, we must determine whether the district
court's exercise of personal jurisdiction comports with
due process. See id.
process clause requires that "the defendant purposefully
established 'minimum contacts' in the forum
State." Burger King Corp. v. Rudzewicz, 471
U.S. 462, 474 (1985) (quoting Int'l Shoe Co. v. State
of Wash., Office of Unemployment Comp. & Placement,
326 U.S. 310, 316 (1945)). A defendant's contacts with
the forum state must be "such that he should reasonably
anticipate being haled into court there." World-Wide
Volkswagen Corp. v. Woodson, 444 U.S. 286, 297 (1980).
"Sufficient minimum contacts requires some act by which
the defendant purposely avails itself of the privilege of
conducting activities within the forum State, thus invoking
the benefits and protections of its laws." Fastpath,
Inc. v. Arbela Techs. Corp., 760 F.3d 816, 821 (8th Cir.
2014) (internal quotation marks omitted). Under our
five-factor test for assessing the sufficiency of a
defendant's contacts, we consider "(1) the nature
and quality of contacts with the forum state; (2) the
quantity of such contacts; (3) the relation of the cause of
action to the contacts; (4) the interest of the forum state
in providing a forum for its residents; and (5) convenience
of the parties." Burlington Indus. v. Maples
Indus., 97 F.3d 1100, 1102 (8th Cir. 1996). The first
three factors are the most important. Id.
finding personal jurisdiction over FedNat, the district court
cited three features of the parties' Agreement: its
Minnesota choice-of-law provision, its benefits to Federated
Mutual in Minnesota, and its requirement that FedNat
"regularly communicate" with Federated Mutual in
Minnesota during a seven-year term. We disagree that these
considerations subject FedNat to personal jurisdiction in
"choice-of-law provisions specifying that the forum
state's laws govern are insufficient on their own to
confer personal jurisdiction." K-V Pharm. Co.,
648 F.3d at 594. Thus, while relevant to the analysis, the
Agreement's Minnesota choice-of-law provision alone does
not establish personal jurisdiction.
the fact that the Agreement affected Federated Mutual in
Minnesota does not subject FedNat to personal jurisdiction
there. Federated Mutual stated that "it receives
hundreds of misdirected calls and correspondence each year
due to the similarity of the names." But the Supreme
Court has explained that the "proper question is not
where the plaintiff experienced a particular injury or effect
but whether the defendant's conduct connects him to the
forum in a meaningful way." Walden v. Fiore,
571 U.S. 277, 290 (2014). The relationship between Federated
Mutual and Minnesota "must arise out of contacts that
the defendant himself creates with the forum
State," and our "analysis looks to the
defendant's contacts with the forum State itself, not the
defendant's contacts with persons who reside there."
Id. at 284-85 (internal quotation marks ...