Federated Mutual Insurance Com v. FedNat Holding Com ( 2019 )

United States Court of Appeals
For the Eighth Circuit
___________________________
No. 18-2430
___________________________
Federated Mutual Insurance Company
lllllllllllllllllllllPlaintiff - Appellee
v.
FedNat Holding Company
lllllllllllllllllllllDefendant - Appellant
____________
Appeal from United States District Court
for the District of Minnesota
____________
Submitted: March 13, 2019
Filed: June 27, 2019
____________
Before GRUENDER, BENTON, and GRASZ, Circuit Judges.
____________
GRUENDER, Circuit Judge.
FedNat 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
dismiss.
Federated 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 name.
In 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.
Federated 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.1
1
In its brief on appeal, Federated Mutual argued that FedNat’s compliance with
the arbitrator’s award rendered this appeal moot. Federated Mutual filed a motion to
supplement the record with supporting documentation, which FedNat opposed.
FedNat filed a motion to strike Federated Mutual’s addendum and the portions of its
brief relying on that material, and FedNat also sought to toll its reply brief deadline
pending this court’s ruling on its motion. At oral argument, Federated Mutual
conceded that the appeal is not moot. Because these motions do not affect the
outcome of this appeal, we deny them.
-2-
Because 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).
Federated 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.
The due 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
-3-
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.
In 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
Minnesota.
First, “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.
Second, 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 omitted). Thus, the fact that the Agreement
affected Federated Mutual’s business in Minnesota does not support the district
court’s exercise of personal jurisdiction over FedNat.
-4-
Finally, our five-factor test shows that FedNat did not “enter[] a contractual
relationship that ‘envisioned continuing and wide-reaching contacts’” in Minnesota.
See id. at 285 (quoting Burger King, 471 U.S. at 479-80). FedNat conducts no
business in Minnesota and lacks a physical presence there, see id. (pointing out the
relevance of physical entry into a state), and it negotiated the Agreement with
Federated Mutual by mail and email through its counsel located in Florida, see
Fastpath, 760 F.3d at 824 (“Although letters and faxes may be used to support the
exercise of personal jurisdiction, they do not themselves establish jurisdiction.”). The
district court nonetheless concluded that the Agreement contemplated regular
communications between FedNat and Federated Mutual in Minnesota. But the
Agreement simply required that FedNat give Federated Mutual notice and an
opportunity to object to its new name. It is silent as to where this exchange of
information was to take place, and directing a few emails or letters to Federated
Mutual in Minnesota is not enough to establish personal jurisdiction there. See id.
at 823-24. While the Agreement’s choice-of-law provision weighs in favor of
personal jurisdiction, the overall nature, quality, and quantity of FedNat’s contacts
with Minnesota do not reflect the “meaningful” connection required by due process
to ensure that “the maintenance of the suit does not offend traditional notions of fair
play and substantial justice.” See Walden, 571 U.S. at 283, 290 (internal quotation
marks omitted); Burlington Indus., 97 F.3d at 1102. Moreover, Minnesota’s interest
in providing a forum for its residents and the convenience to Federated Mutual in
bringing its action there “cannot make up for the absence of minimum contacts.”
Fastpath, 760 F.3d at 824.
For these reasons, the district court lacked personal jurisdiction over FedNat.
We vacate the district court’s judgment and remand with instructions to dismiss.
______________________________
-5-