PREP Tours Inc. v. American Youth Soccer Org. , 913 F.3d 11 ( 2019 )

BARRON, Circuit Judge.

This appeal raises a now familiar issue: when do remote communications by email and telephone give rise to the kind of connection to a forum state or territory that justifies the exercise of personal jurisdiction in that forum over an out-of-forum defendant? The issue comes to us in this case via the diversity suit in the United States District of Puerto Rico that a Puerto Rico tour company brought against a California youth soccer organization and related defendants. The tour company alleges in this suit that the defendants, by first requesting that the tour company make an offer for a potential soccer trip to Puerto Rico for some of the organization's teams and their families but then declining after further communications to book the tour, breached duties that the organization owed to it under Puerto Rico contract and tort law. In response to the defendants' motion, the District Court dismissed both the contract and tort claims for lack of personal jurisdiction. We now affirm that order.

I.

American Youth Soccer Organization ("AYSO") is a nonprofit entity incorporated and headquartered in California.¹ The other defendants are Downey AYSO Region 24 ("Region 24") and four volunteers for Region 24.

Region 24 is a regional chapter of AYSO from Downey, California. Region 24 is not a separate legal entity from AYSO.

The four Region 24 volunteers served at all relevant times as, respectively, Region 24's commissioner (Armando Rodríguez), assistant commissioner (Ramón Aguilar), treasurer (Carl Jackson), and volunteer coordinator (Alicia Ramírez). All four individuals are residents of California.

PREP TOURS, Inc. ("PREP Tours") is the plaintiff.² It is a Puerto Rico corporation *15that, according to the complaint, "specializes in student cultural immersion educational field trips" and is "dedicated to servicing and organizing educational soccer tours for student athletes and soccer clubs focusing on friendly soccer games in Puerto Rico."

On Friday, November 2, 2012, Ramírez emailed PREP Tours from California to ask for a price quote and for what the company could "offer" regarding an all-inclusive trip to Puerto Rico for "[a]pproximately 60 players and their families." Ramírez informed the tour company in that email that Region 24 was also gathering information about alternative destinations, like Hawaii and Mexico.

PREP Tours responded that very same Friday by sending via email a promotional brochure regarding the "unique soccer program" in the Puerto Rico cities of San Juan and Rincón that it offered visiting youth soccer teams. The tour company also emailed Ramírez, after the weekend, a proposed itinerary based on the San Juan and Rincón tour described in the brochure, which PREP Tours described as "a tentative rough draft." There followed, intermittently over the next four months, emails and telephone calls, as well as at least one text message, between the parties concerning the possible trip. During these ensuing communications, Ramírez informed PREP Tours that Region 24 was considering competing offers on a possible trip to Puerto Rico from three alternative travel agencies, at least one of which was not based in Puerto Rico.

Before Region 24 made a decision about the trip, a travel agency in Florida, Hakuna Matata Group Tours, LLC, contacted Ramírez by email concerning possible flights. The complaint says that Hakuna Matata was "designated by PREP Tours" to handle the soccer teams' flight arrangements.

Hakuna Matata later emailed Ramírez with information for wiring it money as a deposit on the airline flights. Region 24's treasurer, Jackson, thereafter emailed Hakuna Matata to say that he could wire transfer the money to Hakuna Matata's account the next day, January 25.

Jackson did not wire the money. Ramírez did write PREP Tours on January 25, however, to say that the commissioner, assistant commissioner, and treasurer of Region 24 still had "to go through everything with a fine tooth-comb."

The record references no further communications between any of the parties until the ones that were made on February 25, 2013. On that day, PREP Tours emailed Region 24's commissioner, assistant commissioner, and treasurer to follow up on the status of its offer.

The commissioner, Rodríguez, responded that same day with an email telling PREP Tours that the assistant commissioner, Aguilar, was "still working on logistics." He then sent a later email that instructed PREP Tours to disregard this first email. Aguilar had responded in the interim by informing PREP Tours that "[a]fter reviewing all proposals from the 3 compan[ies] we decided to go with a local company."

Just short of two years later, PREP Tours sued AYSO, Region 24, and the four volunteers in the United States District Court for the District of Puerto Rico, seeking a minimum of $640,000 in damages. The complaint alleged that the defendants were liable under the Puerto Rico tort doctrine of culpa in contrahendo, "which requires parties to negotiate in good faith." Ysiem Corp. v. Commercial Net Lease Realty, Inc., 328 F.3d 20, 23 (1st Cir. 2003)

*16(citation omitted). The complaint also alleged a breach-of-contract claim under Puerto Rico law. The complaint asserted that the contract was created by: (1) the email from Region 24's treasurer to Hakuna Matata in Florida, saying that he could wire money to that third-party travel agency in order to make a deposit on the airline flights; and (2) other "representations" made by the defendants. The complaint did not allege what the contract's terms were, but it did allege that the defendants were in breach of the contract.

The defendants moved to dismiss PREP Tours's claims under Federal Rule of Civil Procedure 12(b)(2) for lack of personal jurisdiction, and the defendants submitted affidavits with their motion. An affidavit from AYSO's deputy executive director as well as affidavits from the individual defendants each averred that the "only contacts" that existed between the defendants and PREP Tours consisted of "the preliminary communications between some of [the Region 24] volunteers and the travel agency with whom they communicated in an effort to obtain pricing and information for a potential trip for some of [Region 24's] youth soccer teams."

PREP Tours's brief in opposition to the defendants' motion to dismiss included a number of evidentiary submissions attached as exhibits. The submissions included copies of the communications exchanged between the parties during the relevant four-month period.

Neither party requested an evidentiary hearing following the defendants' motion challenging personal jurisdiction, nor did the District Court conduct one. The District Court instead used what we have referred to as "the prima facie standard" to assess whether PREP Tours had met its burden to justify the exercise of personal jurisdiction in Puerto Rico over the defendants. Boit v. Gar-Tec Prods., Inc., 967 F.2d 671, 675-76 (1st Cir. 1992) (emphasis omitted); see also A Corp. v. All Am. Plumbing, Inc., 812 F.3d 54, 58 (1st Cir. 2016) (explaining that the plaintiff bears the burden to establish that personal jurisdiction exists over the defendant).

Under this standard, a district court "consider[s] only whether the plaintiff has proffered evidence that, if credited, is enough to support findings of all facts essential to personal jurisdiction." Boit, 967 F.2d at 675. "To make a prima facie showing of this calib[er], the plaintiff ordinarily cannot rest upon the pleadings, but is obliged to adduce evidence of specific facts." Foster-Miller, Inc. v. Babcock & Wilcox Can., 46 F.3d 138, 145 (1st Cir. 1995) (citing Boit, 967 F.2d at 675 ).

In July of 2016, the District Court granted the defendants' motion to dismiss PREP Tours's claims without prejudice for lack of personal jurisdiction. The District Court reasoned that, although the defendants reached out to PREP Tours regarding the trip, they "repeatedly communicated to [PREP Tours] that officials had not made a final decision in regards to the trip" and that the "unilateral" actions undertaken by PREP Tours in Puerto Rico in response were insufficient to establish personal jurisdiction over the defendants as to any of PREP Tours's claims.

PREP Tours now appeals. Our review of the District Court's judgment is de novo. See Boit, 967 F.2d at 675. "Reviewing a decision made under the prima facie standard, we must accept [the plaintiff's] properly documented evidentiary proffers as true and construe them in the light most favorable to [the plaintiff's] jurisdictional claim." A Corp., 812 F.3d at 58 (citing Phillips v. Prairie Eye Ctr., 530 F.3d 22, 26 (1st Cir. 2008) ). "But we will also consider facts offered by [the defendants], to the extent that they are not *17disputed." Id. (citing Daynard v. Ness, Motley, Loadholt, Richardson & Poole, P.A., 290 F.3d 42, 51 (1st Cir. 2002) ).

II.

PREP Tours conceded below, as it must, that the District Court lacks general jurisdiction over the defendants because the defendants do not have "continuous and systematic" contacts with Puerto Rico. Goodyear Dunlop Tires Operations, S.A. v. Brown, 564 U.S. 915, 919, 131 S.Ct. 2846, 180 L.Ed.2d 796 (2011). PREP Tours nevertheless contends that the District Court erred in dismissing its claims because the District Court does have "specific or case-linked" jurisdiction over the defendants as to both of its claims. Id. Jurisdiction on this basis "depends on an affiliatio[n] between the forum and the ... controversy" underlying the plaintiff's claims. Id. (alteration in original) (internal quotation marks omitted).

"When ... the lens of judicial inquiry narrows to focus on specific jurisdiction .... the applicable constitutional limits assume critical importance." Foster-Miller, 46 F.3d at 144. Those limits, arising from the Due Process Clause of the Fourteenth Amendment to the United States Constitution, permit a court to exercise jurisdiction over an out-of-forum defendant only if, with respect to the claims at issue, the defendant has "certain minimum contacts with [the forum] such that the maintenance of the suit does not offend 'traditional notions of fair play and substantial justice.' " Int'l Shoe Co. v. Washington, 326 U.S. 310, 316, 66 S.Ct. 154, 90 L.Ed. 95 (1945) (quoting Milliken v. Meyer, 311 U.S. 457, 463, 61 S.Ct. 339, 85 L.Ed. 278 (1940) ).³

To determine whether the exercise of specific jurisdiction in the forum over an out-of-forum defendant conforms to that federal constitutional test, three requirements must be met:

First, the claim underlying the litigation must directly arise out of, or relate to, the defendant's forum-state activities. Second, the defendant's in-state contacts must represent a purposeful availment of the privilege of conducting activities in the forum state, thereby invoking the benefits and protections of that state's laws and making the defendant's involuntary presence before the state's courts foreseeable. Third, the exercise of jurisdiction must ... be reasonable.

United Elec., Radio & Mach. Workers of Am. v. 163 Pleasant St. Corp., 960 F.2d 1080, 1089 (1st Cir. 1992).

This inquiry is highly "fact-specific." Id. As the Supreme Court has explained, the constitutional test is "not susceptible of mechanical application; rather, the facts of each case must be weighed to determine whether the requisite 'affiliating circumstances' are present." Kulko v. Superior Court of Cal., 436 U.S. 84, 92, 98 S.Ct. 1690, 56 L.Ed.2d 132 (1978) (quoting Hanson v. Denckla, 357 U.S. 235, 246, 78 S.Ct. 1228, 2 L.Ed.2d 1283 (1958) ). Moreover, "this determination is one in which few answers will be written 'in black and white. The greys are dominant and even among them the shades are innumerable.' " Id.

*18(quoting Estin v. Estin, 334 U.S. 541, 545, 68 S.Ct. 1213, 92 L.Ed. 1561 (1948) ).

III.

We begin with the requirement that PREP Tours's claims must relate to the defendants' contacts with Puerto Rico. This "flexible, relaxed standard" for assessing relatedness requires that there be only a "demonstrable nexus" between the complaint's claims and the activities in the forum that properly may be attributed to the defendants, such that "the litigation itself is founded directly on those activities." Adelson v. Hananel, 652 F.3d 75, 81 (1st Cir. 2011) (quoting N. Laminate Sales, Inc. v. Davis, 403 F.3d 14, 25 (1st Cir. 2005) ; Hannon v. Beard, 524 F.3d 275, 279-80 (1st Cir. 2008) ).

PREP Tours contends that, as to each of its claims, the defendants' "related" forum contacts are the defendants' remote communications with the Puerto Rico-based tour company during the four-month period beginning with Ramírez's initial inquiry email and the activities that PREP Tours undertook from Puerto Rico during those four months in response to those communications.⁴ PREP Tours contends that its tort claim alleging that the defendants negotiated in bad faith arises from the defendants' contacts with Puerto Rico because it was through the defendants' remote communications with the tour company that the defendants acted in bad faith, resulting in harm to the tour company in Puerto Rico in consequence of, at least in part, the activities that PREP Tours undertook in Puerto Rico in response to those communications. PREP Tours contends that its breach-of-contract claim arises from these same set of contacts, as the remote communications between the parties and the actions that the tour company undertook in response to them provide the basis for the claim that the defendants reached into Puerto Rico to enter into the alleged contract and then breached it. See Daynard, 290 F.3d at 52 (explaining that, with respect to a breach-of-contract claim, we focus on "the parties' 'prior negotiations and contemplated future consequences, along with the terms of the contract and the parties' actual course of dealing' " (quoting Burger King Corp. v. Rudzewicz, 471 U.S. 462, 479, 105 S.Ct. 2174, 85 L.Ed.2d 528 (1985) ) ).

The defendants counter that PREP Tours's claims do not in fact arise from their remote communications with the tour company or the activities in Puerto Rico that PREP Tours claims to have taken in response to those communications. The defendants contend that their conduct that allegedly breached both their duty to negotiate in good faith and their alleged contract with PREP Tours was their decision to book the trip through a different company, which was a decision that they made outside of Puerto Rico. Moreover, as far as the breach-of-contract claim is concerned, the defendants point out that the complaint's only non-conclusory allegation that a contract existed between the parties is based on an email that was sent by Region 24's treasurer in California to a travel agency, Hakuna Matata, that is located in Florida and that has no connection to Puerto Rico.

The District Court agreed with PREP Tours that the relatedness requirement for case-linked jurisdiction is met as to both *19the tort and contract claims, but we need not decide whether the District Court was right. Even if the defendants' remote communications with PREP Tours and PREP Tours's activities in Puerto Rico in response relate to PREP Tours's claims, PREP Tours must also show that the defendants purposefully availed themselves of the privilege of conducting activities in Puerto Rico through these contacts. See United Elec., 960 F.2d at 1089. And, as we next explain, the District Court rightly concluded that PREP Tours failed to do so. Accordingly, we turn to the purposeful availment inquiry, assuming that the contacts that PREP Tours identifies as being related to its claims are in fact related to them.⁵

IV.

To explain why we agree with the District Court that PREP Tours has not satisfied the purposeful availment requirement as to any of its claims, we first need to describe that requirement in more detail. With that legal background in place, we then can explain why we conclude that PREP Tours, on this record, fails to make the requisite showing.

A.

To show that the defendants purposefully availed themselves of the privilege of conducting activities in the forum, PREP Tours must demonstrate that the defendants established a "substantial connection" with Puerto Rico. Burger King, 471 U.S. at 475, 105 S.Ct. 2174 (quoting McGee v. Int'l Life Ins. Co., 355 U.S. 220, 223, 78 S.Ct. 199, 2 L.Ed.2d 223 (1957) ). Put otherwise, PREP Tours must point to "some act by which the defendant[s] purposefully avail[ed] [them]sel[ves] of the privilege of conducting activities within the forum State, thus invoking the benefits and protections of its laws." Id. (quoting Hanson, 357 U.S. at 253, 78 S.Ct. 1228 ).

By requiring the plaintiff to establish such a substantial connection between the out-of-forum defendant and the forum, we ensure that it is "fair to require defense of the action in the forum." Kulko, 436 U.S. at 91, 98 S.Ct. 1690 (citing Milliken, 311 U.S. at 463-64, 61 S.Ct. 339 ). The purposeful availment requirement in this way "represents a rough quid pro quo: when a defendant deliberately targets its behavior toward the society or economy of a particular forum, the forum should have the power to subject the defendant to judgment regarding that behavior." Carreras, 660 F.3d at 555 (citing J. McIntyre Mach., Ltd. v. Nicastro, 564 U.S. 873, 879, 131 S.Ct. 2780, 180 L.Ed.2d 765 (2011) (plurality op.) ).

The flip side of this deal, however, is that when the out-of-forum defendant has not"manifestly ... availed himself of the privilege of conducting business there," it would be "unreasonable to require [the defendant] to submit to the burdens of litigation in that forum[.]" Burger King, 471 U.S. at 476, 105 S.Ct. 2174. And, in accord with this understanding of the purposeful availment requirement, we have explained that "the two cornerstones of purposeful availment" are "voluntariness"

*20and "foreseeability." Ticketmaster-N.Y., 26 F.3d at 207.

"Voluntariness requires that the defendant's contacts with the forum state 'proximately result from actions by the defendant himself.' " Phillips, 530 F.3d at 28 (quoting Burger King, 471 U.S. at 475, 105 S.Ct. 2174 ). Accordingly, the Supreme Court has explained that any contacts that cannot be attributed "proximately" to the defendant's own activities constitute "unilateral" activity that cannot establish purposeful availment. See Burger King, 471 U.S. at 475, 105 S.Ct. 2174.

In addition, the Supreme Court has described the "benchmark" for purposeful availment in terms of a particular "kind of foreseeability." Id. at 474, 105 S.Ct. 2174 (quoting World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 295, 100 S.Ct. 559, 62 L.Ed.2d 490 (1980) ); see also Donatelli v. Nat'l Hockey League, 893 F.2d 459, 464 (1st Cir. 1990) (discussing the Court's introduction of this "explicit 'foreseeability' element into the liturgy of minimum contacts"). Specifically, the Supreme Court has explained that "the foreseeability that is critical to due process analysis ... is 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, 105 S.Ct. 2174 (quoting World-Wide Volkswagen, 444 U.S. at 297, 100 S.Ct. 559 ). For this reason, too, a plaintiff's "unilateral activity" cannot establish the requisite connection between the defendants and the forum jurisdiction. Id. at 474-75, 105 S.Ct. 2174 (quoting Hanson, 357 U.S. at 253, 78 S.Ct. 1228 ).

There is good reason to focus on whether out-of-forum defendants could foresee being haled into a court in the forum from the connection that they are said to have with the forum. Such a focus for the inquiry "gives a degree of predictability to the legal system" because it "allows potential defendants to structure their primary conduct with some minimum assurance as to where that conduct will and will not render them liable to suit." World-Wide Volkswagen, 444 U.S. at 297, 100 S.Ct. 559.

Notably, the fact that a defendant directly contacted the plaintiff in the forum only remotely by Internet or telephone, as allegedly happened here, does not preclude the defendant from having the substantial connection to the forum that is necessary to satisfy the purposeful availment requirement. See Burger King, 471 U.S. at 476, 105 S.Ct. 2174. Such remote communications are often the primary means by which business relationships are forged and conducted. See id.

But, as the Supreme Court has noted, the application of the rule prohibiting a plaintiff's unilateral activity from establishing the requisite foreseeable substantial connection between the defendant and the forum "will vary with the quality and nature of the defendant's activity." Id. at 474-75, 105 S.Ct. 2174 (quoting Hanson, 357 U.S. at 253, 78 S.Ct. 1228 ). Thus, the fact that the communications occurred remotely may well be relevant to the inquiry. And, to that very point, we have recently observed that three factors have been the "hing[e]" in our past assessment of purposeful availment in cases in which remote communications supplied the predicate for the contacts that ground specific or case-linked personal jurisdiction over an out-of-forum defendant: "the defendant's in-forum solicitation of the plaintiff's services, the defendant's anticipation of the plaintiff's in-forum services, and the plaintiff's actual performance of extensive in-forum services." Copia, 812 F.3d at 6 (emphasis added) (describing the factors from C.W. Downer & Co. v. Bioriginal Food & Sci. Corp., 771 F.3d 59 (1st Cir. 2014), and *21Cossart v. United Excel Corp., 804 F.3d 13 (1st Cir. 2015) ).

B.

Against this background, we now must assess whether the showing that PREP Tours has made regarding both the nature and quality of the defendants' activities and the activities that PREP Tours engaged in that relate to the contract and tort claims at issue satisfies the purposeful availment requirement. PREP Tours relies on the three factors identified in Copia in asserting that its showing as to these activities does suffice. And so we need to address what PREP Tours has to say about how these activities relate to each of these factors.⁶

PREP Tours does point to aspects of the record that bear on each one of these three factors. As to solicitation, we agree with PREP Tours that the record shows that one of the Region 24 volunteers, Ramírez, voluntarily reached out (remotely) from California to PREP Tours in Puerto Rico in order to ask for a price quote and for what the company could "offer" as a proposed trip for roughly sixty soccer *22players and their families. We can also agree that the defendants should have reasonably anticipated that some action would be undertaken by PREP Tours in Puerto Rico in response to that inquiry -- such as replying with a proposed itinerary -- given that the defendants knew that PREP Tours was located there. And, finally, we can see no reason to doubt that some foreseeable action was then actually undertaken by PREP Tours in Puerto Rico.

But, even granting all that, as we will next explain, the factors that we identified in Copia are not present here "to remotely the same degree" as they were in our other cases on which PREP Tours relies in arguing that the purposeful availment requirement is met. Copia, 812 F.3d at 6. And, in light of that fact and our review of the relevant contacts as a whole, we conclude, as we did in Copia itself, that the in-forum plaintiff did not meet its burden to satisfy the purposeful availment requirement as to any of its claims.⁷

1.

We start by considering the showing that PREP Tours made regarding the nature and quality of the defendants' activities in the forum as they relate to the Copia factors. Those in-forum defendant activities consist exclusively of the defendants' remote communications with PREP Tours concerning the trip.

The communications began, the evidentiary submissions show, when one of the Region 24 volunteers, Ramírez, asked PREP Tours via email from California for a price quote and for what the company could "offer" regarding a potential trip by some of Region 24's teams to Puerto Rico. The evidentiary submissions also show that this same volunteer later asked via electronic means from California that PREP Tours modify the offer that she had *23earlier requested in light of new specifications that she gave regarding that potential trip.

We cannot reasonably infer, however, from these communications alone that the defendants (a number of whom had no contact directly with PREP Tours at all),⁸ or even Ramírez in particular, believed themselves to be asking for the type of information that would require a self-described "speciali[st]" in such trips to engage in extensive trip-planning activities in the forum prior to an agreement being reached with the "speciali[st]." Nor can we reasonably infer from these communications alone that the purposeful availment requirement is met on the ground that they show that the defendants were contemplating the kind of ongoing and close-working relationship with PREP Tours that could establish the requisite substantial connection between the defendants and the forum. See Cossart, 804 F.3d at 21 ; C.W. Downer, 771 F.3d at 67.

Ramírez made clear in her initial inquiry email to PREP Tours that no decision had even been made for the soccer teams to go to Puerto Rico, as the email expressly stated that Region 24 was also gathering information about alternative destinations, like Hawaii and Mexico. And, in her email replying to PREP Tours's response to that initial inquiry, Ramírez noted that "[a]s soon as [Region 24's] decision is made, I will let you know," thereby reinforcing the preliminary nature of her inquiry and diminishing the foreseeability of PREP Tours undertaking extensive in-forum activities in response or the parties having an ongoing and close-working relationship.

PREP Tours's complaint does assert that PREP Tours "continuously receiv[ed] requests by e-mail and telephone calls" from Ramírez "to amend different areas of the proposal in order to accommodate the needs of the group" and that these requests resulted in "multiple requirements" with which PREP Tours's offer had to comply.⁹ But, while communications of that type certainly do bear on the Copia factors of solicitation and anticipation, the properly documented communications call into question PREP Tours's characterization of the nature of these communications. Instead, the record shows only the following.

Ramírez asked by email for PREP Tours to "tweak" -- her wording in the email -- the "tentative rough draft" itinerary that PREP Tours had initially sent, which resulted in what PREP Tours described in an email to Ramírez as a "new itinerary almost identical to the original itinerary that we first sent you."¹⁰ Ramírez *24did so, moreover, while also informing PREP Tours that Region 24 was contacting three alternative travel agencies for competing offers on the possible trip to Puerto Rico.

The evidentiary submissions also show that Ramírez later sent an email asking whether PREP Tours could accommodate specific dates for a possible trip that incorporated the prior "tweak" along with arguably some minimal changes to it.¹¹ But, Ramírez stated in that email once again that Region 24 had not yet decided on a travel agency, though she did at that point state (for the first time) that the trip would be to Puerto Rico.

Finally, the record shows that, following this email from Ramírez, PREP Tours sent her a revised itinerary reflecting minimal changes and pushed Ramírez for more details about the number of persons who might be on the trip. And, as the record shows, Ramírez thereafter sent PREP Tours a one-line email attaching a document listing a "breakdown of our team going to Puerto Rico," which consisted of some seventy names of players and coaches.¹²

But, in sending along that partial list of potential travelers, Ramírez was responding to a request for information from PREP Tours. That is, Ramírez provided the partial list in response to a unilateral act by PREP Tours. Furthermore, in providing that response, Ramírez did not state that Region 24 had made a decision to book the trip through PREP Tours, nor did she make any request of PREP Tours to take any actions in light of the list that she had sent. In fact, in her last email to PREP Tours in the record, Ramírez communicated that Region 24's officers still had "to go through everything with a fine tooth-comb."

Thus, as the District Court emphasized, PREP Tours's own evidentiary submissions show that, in the few substantive inquiry emails from Ramírez to PREP Tours -- out of what the defendants say, without any challenge by PREP Tours, is "a sum total of nine" emails from her -- she consistently communicated the preliminary and limited nature of her inquiry.¹³ And, given that the nature and quality of the defendants' solicitation of in-forum activity was preliminary and limited, the defendants' own forum-related activity is a far cry from that of the defendants in C.W. Downer and Cossart, which are among the chief precedents of ours on which PREP Tours relies.¹⁴

*25In C.W. Downer, for example, the out-of-forum defendant was a Canadian corporation that had engaged an investment bank located in Massachusetts to sell the corporation, which the investment bank then spent four years trying to do before the deal fell apart and the investment bank sued the corporation in Massachusetts. 771 F.3d at 67. And, in Cossart, the out-of-forum defendant was a firm based in Kansas that had hired an employee located in Massachusetts to work for the firm, which the employee did for a "period of years" before suing the employer in Massachusetts for wage law violations. 804 F.3d at 18.

Of course, neither C.W. Downer nor Cossart purported to establish the minimum connection to the forum that must be shown to establish personal jurisdiction. But, none of our other cases on which PREP Tours relies supports the proposition that an out-of-forum defendant would foresee being haled into court in that forum on the basis of having made the preliminary and limited type of information requests to a forum-based service provider that were made here.¹⁵ Nor are we aware of any such supporting authority.

In fact, this case in some respects provides even less basis for finding the requisite "substantial connection" to the forum than did Copia, in which we found no purposeful availment. 812 F.3d at 5-6. There, we rejected the contention that a Jamaica-based resort operator purposefully availed itself of the privilege of conducting activities in Massachusetts as a result of the negotiation and performance of a contract between the resort operator and a Massachusetts-based internet services provider. See id. We did so even though the resort operator had voluntarily negotiated with the provider remotely, including via emails that the chief executive officer of the Massachusetts-based internet services provider "may have sent or received ... while in Massachusetts" and via meetings in Jamaica. Id. at 2-3.¹⁶ And, we did so *26even though, under the contract that the parties eventually concluded, in addition to providing certain services in Jamaica, the provider shipped equipment from Massachusetts to the resort operator in Jamaica. Id. at 3.

We explained that the resort operator's anticipation of the "provi[sion of] equipment and services" by a party known to be in Massachusetts did not "represent[ ] the type of purposeful availment of the privilege of conducting business in Massachusetts that would have made it reasonably foreseeable that [the out-of-forum company] could be 'haled into court' in Massachusetts[.]" Id. at 6 (quoting Burger King, 471 U.S. at 486, 105 S.Ct. 2174 ).¹⁷ And, in so concluding, we emphasized that there was "no evidence that the [resort operator] cared about the geographic origin of the shipments" of the equipment for which the resort operator had contracted. Id. at 5.

PREP Tours does assert on appeal that Ramírez reached out to PREP Tours specifically because it could undertake "local efforts" in Puerto Rico (as opposed to, say, the fact that it specialized in soccer trips to that locale). But, the tour company neither alleges such in its complaint nor points to any evidence in the record to support this assertion. In fact, the record shows that Region 24 contacted multiple travel agencies, not all of which were located in Puerto Rico, and that Region 24 ultimately procured a California-based travel agency to book its trip to Puerto Rico.¹⁸

To be sure, as PREP Tours points out, one of the defendants, Ramírez, initiated the contact with the in-forum party, PREP Tours. And that was not the case in Copia. There, the in-forum plaintiff initiated the negotiations that we found insufficient to demonstrate purposeful availment there. See id. at 6. But, negotiations involving numerous contacts between the parties -- some made in the forum -- to secure an ongoing services relationship there did then ensue. In that respect, we do not think that the out-of-forum party in Copia had less substantial contacts over the course of the relationship with the in-forum party than the defendants did in this case.

Moreover, the Supreme Court made clear in Kulko that even where it is the out-of-forum defendant who voluntarily and knowingly establishes some contacts with the forum, specific jurisdiction over the defendant may still be lacking if the prospect of in-forum litigation was not foreseeable in light of the nature and quality of that contact with the forum. See 436 U.S. at 94, 97-98, 98 S.Ct. 1690. And, given the preliminary and limited nature and quality of that initial inquiry to PREP Tours from Ramírez and of the defendants' other ensuing communications with the tour company, we conclude that this *27one feature of the case does not suffice to support the conclusion that the defendants' activities established a "substantial connection" between the defendants and the forum. Burger King, 471 U.S. at 475, 105 S.Ct. 2174 ; cf. Sandstrom v. ChemLawn Corp., 904 F.2d 83, 89 (1st Cir. 1990) (holding that general jurisdiction was lacking over an out-of-forum defendant that was licensed to do business in the forum and had engaged in non-substantial advertising in the forum, and explaining that "preparations to do business at an indeterminate future date, without more, cannot be confused with actually doing business").

2.

PREP Tours contends, however, that, to assess purposeful availment, we must consider not only the defendants' own activities, as reflected in the defendants' remote communications with PREP Tours, but also the "extensive" activities that the tour company undertook in response. And we agree, consistent with Copia's recognition of the import of the factors of anticipation and performance.

But, we conclude, consideration of PREP Tours's own activities, even in combination with those undertaken by the defendants, does not require a different conclusion from the one that the District Court reached as to purposeful availment. And that is both because of what the record shows about the actual activities PREP Tours undertook and because those activities must be considered in light of the nature of the communications that the defendants made prior to PREP Tours having undertaken those activities. See Burger King, 471 U.S. at 474, 105 S.Ct. 2174 ("The unilateral activity of those who claim some relationship with a nonresident defendant cannot satisfy the requirement of contact with the forum State." (quoting Hanson, 357 U.S. at 253, 78 S.Ct. 1228 ) ).

In its brief on appeal, PREP Tours asserts that, in responding to the defendants' inquiries regarding the possible trip, it foreseeably undertook "dozens of contacts" in the forum on the defendants' behalf that should be attributed to the defendants for jurisdictional purposes. According to PREP Tours's brief, those contacts include "contacting Puerto Rico-based hotels, restaurants, soccer teams, business owners, and travel agents."

PREP Tours's complaint, however, does not allege that PREP Tours contacted a single other business, soccer team, or any person who did not work for PREP Tours in response to the defendants' inquiry.¹⁹ See Doyle v. Hasbro, Inc., 103 F.3d 186, 190 (1st Cir. 1996) ("In conducting our review of the case, we are limited to those allegations contained in the amended complaint."). Nor did PREP Tours expressly rely below on any such contacts by the tour company in its argument to the District Court that there was personal jurisdiction over the defendants. Cf.

*28McCoy v. Massachusetts Inst. of Technology, 950 F.2d 13, 22 (1st Cir. 1991) ("It is hornbook law that theories not raised squarely in the district court cannot be surfaced for the first time on appeal.").

PREP Tours's evidentiary submissions do show, as its complaint alleges, that it sent Ramírez a "tentative rough draft" itinerary from Puerto Rico a few days after she made her initial inquiry about the trip and that PREP Tours then modified the itinerary in some respects while in Puerto Rico. In that regard, the properly documented actions that PREP Tours undertook in the forum in response to the defendants' inquiry were not entirely "unilateral," as the District Court suggested.

But, even accepting that point, we do not see how we may reasonably infer from the showing that PREP Tours makes regarding the itinerary that it foreseeably undertook the kind of "extensive" activities in response to Ramírez's remote communications that the tour company asserts on appeal that it undertook in order to put together and modify this proposal. After all, the promotional brochure that PREP Tours sent to Ramírez on the very day that she first inquired for an offer described a pre-existing"unique soccer program" based in San Juan and Rincón that PREP Tours offered to visiting youth soccer teams.

The record does also show that PREP Tours then sent Ramírez a "tentative rough draft" itinerary a few days later. But, the record does not show (nor does the complaint allege) what work in Puerto Rico was done by PREP Tours in order to put together that itinerary or that there is a basis for inferring that the defendants anticipated that PREP Tours would on the basis of their initial request for information engage in extensive in-forum activity.

Nor, as far as the record reveals, did PREP Tours add any newly identified hotels, restaurants, or local soccer teams to that "tentative rough draft" of the itinerary over the course of the ensuing months.²⁰ In fact, in an email to Ramírez after the largest, albeit still quite modest, round of documented changes to the "tentative rough draft" itinerary, PREP Tours itself called "the new itinerary almost identical to the original itinerary that we first sent you."

We also cannot reasonably infer that the defendants could have foreseen the type of "extensive" activities that PREP Tours asserts to us on appeal that it undertook beyond the sending of a pre-existing tentative itinerary. PREP Tours's evidentiary submissions do show in this regard that the tour company sent an email to Ramírez that mentions that it had contacted hotels in Puerto Rico after Ramírez had reached out to the tour company and that these hotels then placed courtesy holds on certain rooms. In addition, we can reasonably infer from the email that Hakuna Matata, the third-party travel agency in Florida, sent to the defendants regarding possibly arranging flights for them that PREP Tours had at some point contacted Hakuna Matata from within Puerto Rico to ask Hakuna Matata to do so.²¹ But, the record does not show that the defendants had actually requested that PREP Tours arrange for the courtesy holds on the hotel rooms. Rather, the record reveals that the *29defendants asked only in general and tentative terms about what PREP Tours, which represents itself as a "speciali[st]" in such soccer tours, could "offer."

In fact, the record does not show that the defendants ever asked PREP Tours to contact any entity or person in Puerto Rico on their behalf. Nor does the record show that they ever requested any particular hotel, restaurant, soccer team, or business to be included in the proposed itinerary.²² And we see no basis for concluding -- nor does PREP Tours appear to even argue -- that the defendants should "reasonably have anticipated being 'haled before a [Puerto Rico] court' " simply in consequence of PREP Tours's efforts to obtain preliminary information about the cost and availability of hotels in Puerto Rico for the trip's possible dates, or its efforts to contact a travel agency located outside the forum regarding possible flights. Kulko, 436 U.S. at 97-98, 98 S.Ct. 1690 (quoting Shaffer v. Heitner, 433 U.S. 186, 216, 97 S.Ct. 2569, 53 L.Ed.2d 683 (1977) ).

PREP Tours does assert in its appellate brief that AYSO had taken similar cultural immersion trips in the past. PREP Tours thus reasons that the defendants should have reasonably foreseen the extent of activities in Puerto Rico that would have been necessary to produce a proposed itinerary for such a trip.²³ But, we cannot see how it would be reasonable to infer from the mere fact of this past experience that the organization would foresee that a tour company that "specializes" in such trips would undertake "extensive" activities in Puerto Rico simply to prepare a price quote and proposed itinerary for its regularly offered service in response to a preliminary request for that information from a group that consistently made clear that it was considering using other travel agencies.

For all of these reasons, this case is not at all like the imputed-contacts cases on which PREP Tours relies, namely C.W. Downer and Cossart. In C.W. Downer, the out-of-forum defendant corporation had specifically engaged the in-forum investment bank to sell the company, thus making foreseeable the fact that the bank "contacted hundreds of potential buyers on [the corporation's] behalf." 771 F.3d at 67. Likewise, in Cossart, the out-of-forum firm had hired the employee to do the kind of work that would make it foreseeable that he would have "made hundreds of telephone calls and sent hundreds of e-mails on behalf of [the employer]" from the forum. 804 F.3d at 17.

Again, neither of those cases purports to set the minimum threshold for establishing personal jurisdiction on the basis of the activities of an in-forum plaintiff that may be imputed to an out-of-forum defendant. But, PREP Tours identifies no other precedents that would support the conclusion that, given the context in which the inquiry about the trip was made, the tour company's properly documented activities that reasonably may be attributed to the defendants are of a nature and quality to show that they should have reasonably anticipated being haled into court in Puerto Rico as a result. Nor, we note, does the dissent.

V.

Questions of purposeful availment are often, like those presented here, necessarily *30fact-dependent. In this area, as the Supreme Court has cautioned, there are no mathematical formulas upon which to rely. And the hues are more "grey[ ]" than "black and white." See Kulko, 436 U.S. at 92, 98 S.Ct. 1690 (quoting Estin, 334 U.S. at 545, 68 S.Ct. 1213 ). But, in light of Copia, and the other precedents bearing on these questions, we conclude that on this record -- especially given that what is missing consists of information fully known to the in-forum party asserting jurisdiction -- there is no basis for finding the purposeful availment requirement met for either of the plaintiff's claims.

The judgment of the District Court is affirmed .

1 "We derive our recitation of the case's facts from [the plaintiff's] properly documented evidentiary proffers and from those portions of the defendants' proffers that are undisputed." Copia Commc'ns, LLC v. Amresorts, LP, 812 F.3d 1, 2 (1st Cir. 2016).

2 The covers of PREP Tours's briefs list additional plaintiffs, but neither the complaint nor the District Court's judgment identifies any additional plaintiff other than PREP Tours. And the notice of appeal specifies only PREP Tours as the party taking this appeal. See Rosario-Torres v. Hernandez-Colon, 889 F.2d 314, 316-17 (1st Cir. 1989).

3 "The requirements of International Shoe... must be met as to each defendant over whom a state court exercises jurisdiction." Rush v. Savchuk, 444 U.S. 320, 332, 100 S.Ct. 571, 62 L.Ed.2d 516 (1980). The parties dispute whether, under the facts of this case, we may attribute the various defendants' combined forum contacts to each individual defendant for the purposes of the personal jurisdiction analysis. Because even the combined forum contacts are constitutionally insufficient, however, we need not decide who is right.

4 PREP Tours does point out that the AYSO teams eventually traveled to Puerto Rico in July of 2013. But, this trip occurred several months after the communications between the parties from which PREP Tours asserts that their claims arise, and PREP Tours makes no argument that their claims also arise from this trip. See Carreras v. PMG Collins, LLC, 660 F.3d 549, 554 (1st Cir. 2011).

5 Given this conclusion, we also do not need to reach the reasonableness requirement of the due process analysis. Nor do we need to reach the issue of whether personal jurisdiction is permitted under Puerto Rico's long-arm statute. See Ticketmaster-N.Y., Inc. v. Alioto, 26 F.3d 201, 204 (1st Cir. 1994) (explaining that, in order to assert specific jurisdiction over an out-of-forum defendant, a federal court sitting in diversity "must find contacts that, in the aggregate, satisfy the requirements of both the forum state's long-arm statute and the Fourteenth Amendment").

6 The dissent suggests that it is focusing only on the plaintiff's tort claim because it "reveals so clearly the error in the majority's purposeful availment analysis and unfairness of the outcome." See Diss. Op. 31 n.27. But, we do not see how the distinction between the tort claim and the contract claim matters to the purposeful availment inquiry, or how the focus on the tort claim reveals any unfairness with respect to the lack of personal jurisdiction over the defendant in Puerto Rico that would not be equally evident if we focused on the contract claim. After all, while the dissent cites to much precedent explicating Puerto Rico tort law, the purposeful availment test does not derive its content from local law. It derives its content from the requirements of a federal constitutional protection. And Copia holds that this protection requires a showing that the out-of-forum defendant, through voluntary contacts making the forum's assertion of jurisdiction over him foreseeable, has established a greater tie to that forum than was determined to be present there. See 812 F.3d at 6. Nothing in the way that Puerto Rico has chosen to define the elements of this tort claim, therefore, can permit us to conclude that a lesser tie than was present in Copia may suffice to satisfy the federal constitutional minimum that we discerned in that case. And the dissent cites no case indicating to the contrary.

Of course, in some cases, the defendant's contacts with the forum jurisdiction that are related to a plaintiff's tort claim might differ from those related to its contract claim, such that the purposeful availment inquiry with respect to each claim might require an assessment of distinct contacts. See Phillips Exeter Acad. v. Howard Phillips Fund, 196 F.3d 284, 288-89 (1st Cir. 1999) (explaining that the relatedness inquiry is done "on a claim-by-claim basis" because it depends on the nexus between the alleged in-forum contacts and the "elements of the cause of action"). In Copia, for example, because the plaintiffs pressed a contract claim, we only considered the defendants' "relevant, i.e., contract-related, dealings with" the plaintiff for the purposeful availment analysis. 812 F.3d at 5. But, as we have explained, see supra pp. 18-19, and as the dissent acknowledges, see Diss. Op. 31 n.27, we are proceeding on the assumption in this case that the contract and tort claims arise from the same alleged "activity or ... occurrence[ ] ... in the forum State," Goodyear, 564 U.S. at 919, 131 S.Ct. 2846, and thus we consider precisely the same set of contacts as to both claims. Accordingly, our purposeful availment analysis is precisely the same as to both claims, nor does the plaintiff ask us to proceed otherwise.

Thus, we must decide whether those contacts suffice to establish a more substantial connection between the defendants and the forum here than Copia found to be present there. In doing so, however, we do not thereby purport to address the merits of either the contract or the tort claim, as our inquiry concerns only the legal propriety of making Puerto Rico the forum jurisdiction for the claims. And, with respect to that inquiry, the "fairness" concern that matters relates not to how Puerto Rico defines its tort law, but to how the relevant precedents construe the Due Process Clause to define purposeful availment.

7 In arguing that the purposeful availment requirement is satisfied, PREP Tours asserts on appeal that the parties had forged a contract because the defendants ultimately "agreed on a final itinerary and cost ... and agreed to proceed with the trip that PREP Tours had planned at the Defendants' request." But, in making that conclusory assertion on appeal, PREP Tours does not develop any challenge to the District Court's ruling below in which the District Court rejected PREP Tours's contention that the Region 24 treasurer's email with a third party -- Hakuna Matata -- could show that a contract existed between PREP Tours and the defendants. Nor does PREP Tours point on appeal to any non-conclusory allegation in the complaint (or the record) showing that a contract did exist between the parties. See Soto-Torres v. Fraticelli, 654 F.3d 153, 156 (1st Cir. 2011).

Moreover, PREP Tours also does not develop any argument about how the alleged contract bears on the purposeful availment inquiry as to the assertion of personal jurisdiction with respect to either the contract or tort claims. For example, PREP Tours does not argue to us -- and did not argue below -- that purposeful availment exists due to services that the tour company would foreseeably provide in the forum under the contract, or due to any other "contemplated future consequences" under the contract. Daynard, 290 F.3d at 52 (quoting Burger King, 471 U.S. at 479, 105 S.Ct. 2174 ). In fact, PREP Tours nowhere alleges -- either below or on appeal -- what the terms of the purported contract even were. We have repeatedly made clear, however, that an out-of-forum party's contract with an in-forum party is not in and of itself sufficient to establish personal jurisdiction over the out-of-forum party, even where the plaintiff's claims include non-contract claims. See United States v. Swiss Am. Bank, Ltd., 274 F.3d 610, 621 (1st Cir. 2001) (quoting Ganis Corp. of Cal. v. Jackson, 822 F.2d 194, 197-98 (1st Cir. 1987) ). Thus, PREP Tours's failure to develop any such argument on appeal is problematic, insofar as PREP Tours means to contend that the alleged contract alone enables PREP Tours to satisfy the purposeful availment requirement for its claims even if the other contacts with Puerto Rico that it attributes to the defendants (and which the analysis that follows addresses) otherwise would not suffice.

8 As far as the evidentiary submissions indicate, over the course of the relevant four-month period, the two entity defendants, AYSO and Region 24, had no direct communications with PREP Tours. Nor did Region 24's treasurer, Jackson. Region 24's commissioner (Rodríguez) and assistant commissioner (Aguilar), moreover, together sent only three emails to PREP Tours, all on the same day, solely to apprise PREP Tours of the status of its offer in response to PREP Tours's own query.

9 The complaint alleges that requests were also received "later on" from the Region 24 treasurer, Jackson. However, the only communication by Jackson that PREP Tours's papers reference was his email to the third-party travel agency located in Florida.

10 The requested "tweak" was to include all-inclusive hotels, two to three matches per team, two to three excursions, free time for families, and a cost of about $2,000 per person. PREP Tours rejected the request for all-inclusive hotels, explaining that it would not be cost-effective. Thus, PREP Tours stuck with hotels that it had already identified when it sent the original itinerary to Ramírez. The revised itinerary also did not list any additional local teams that would participate in the friendly soccer matches. Finally, the revised itinerary removed some activities that PREP Tours had originally proposed while adding some additional activities that Ramírez's email had not requested (such as a tour of a Bacardi rum plant). These changes reduced the estimated price range from $1,495-$1,595 to $1,275-$1,375 per person without airfare.

11 Ramírez inquired about specific dates for a ten-day trip that -- roughly consistent with the earlier "tweak" she had already requested that had resulted in the "almost identical" revised itinerary -- would consist of only three matches per team, include free time, and cost no more than $2,000. The itinerary she received back from PREP Tours a week later removed or rendered "optional" some of the activities. The estimated price was $1,995 per adult and $1,695 per child with airfare.

12 Although the attached "breakdown" listed the names of only some seventy players and coaches, it indicated that 252 people would be on the trip.

13 Several, if not most, of the nine emails were sent in response to emails from PREP Tours itself simply in order to acknowledge the receipt of PREP Tours's messages. And, in the substantive emails among these nine, Ramírez referred to her "delays" in responding to PREP Tours's "quote," further indicating the intermittent nature of her communications.

14 We agree with the dissent that negotiations "preliminary" to a formal agreement are the foundation of a bad-faith tort claim. See Diss. Op. 35. But, we highlight the preliminary nature of the parties' negotiations with respect to our analysis of purposeful availment as to both the tort and contract claims. And we do so not to cast doubt on the merits of either of those claims but instead because the preliminary nature of those contacts is directly relevant to the component of the purposeful availment inquiry that requires us to assess whether the in-forum actions that PREP Tours took in response to the defendants' contacts were "foreseeable" to the defendants or were instead "unilaterally" undertaken by the plaintiff itself. Moreover, the preliminary nature of contacts is also directly relevant to PREP Tours's contention that the contacts show that the defendants contemplated an ongoing relationship with PREP Tours and that there was in fact such a relationship. In this regard, our concern is not with whether the conduct alleged is tortious, but with whether that conduct is of a type that permits the forum to be the jurisdiction in which that determination is made.

15 See, e.g., Baskin-Robbins Franchising LLC v. Alpenrose Dairy, Inc., 825 F.3d 28, 36-40 (1st Cir. 2016) (finding purposeful availment where an out-of-forum franchisee twice renewed its contract with an in-forum franchisor, with which it had a multi-year business relationship and to which it mailed 180 royalty checks and delivered quarterly samples of its product); Adelson, 652 F.3d at 79, 82-83 (finding purposeful availment where an out-of-forum employee "directed regular administrative and financial conduct" toward his employer's offices in the forum during multiple years of employment, after he had sought out the employment contract); Daynard, 290 F.3d at 46, 61-62 (finding purposeful availment in part because of an out-of-forum law firm's "properly attributed" "ongoing relationship" with an in-forum lawyer who was allegedly "central" to the firm's "titanic recoveries" in a complex litigation).

16 The district court's opinion in Copia, which reviewed the evidentiary record in detail, noted that the Chief Executive Officer of the Massachusetts-based internet services provider "received emails in the course of the negotiations (and later the relationship) some of which he may have read at Copia's principal place of business in Massachusetts." Copia Commc'ns, LLC v. Amresorts, LP, No. 14-13056, 2015 WL 7621480, at *1 (D. Mass. Feb. 5, 2015). And, as the District Court noted, the Chief Executive Officer represented that, "[o]n occasion, communications via telephone or e-mail were sent and received while [the Chief Executive Officer] was in Massachusetts." Id. at *3.

17 The resort operator knew that the internet services provider was based in Massachusetts because it "addressed payment to [the internet services provider's] Massachusetts address." Copia, 812 F.3d at 3.

18 PREP Tours does suggest on appeal that the defendants procured this California-based company's services only after "misstat[ing] their intentions to PREP Tours to enable them to get the benefit of PREP Tours' local efforts." But, that assertion does little to show purposeful availment on the defendants' part, as that inquiry still turns on whether the defendants anticipated that PREP Tours would undertake "local efforts."

19 The dissent concludes that we may infer that "each new itinerary involved re-engaging with service providers to discuss new costs and timing (including booking hotels and flights) [.]" Diss. Op. 34. But, we do not see how we may make such an inference when the plaintiff's own complaint does not make any allegation that it engaged with any service providers in response to the defendants' requests, let alone any allegation that they re-engaged with them every time the defendants made a new request. The absence of such allegations from the complaint is especially conspicuous given that they concern the plaintiff's own conduct. See Gianfrancesco v. Town of Wrentham, 712 F.3d 634, 639-40 (1st Cir. 2013) (upholding dismissal of claims where there was "no suggestion" that the "missing facts should be beyond [plaintiff's] reach" or that the plaintiff "lack[ed] the information needed to" allege such facts).

20 The dissent states that PREP Tours "proceeded to make concrete arrangements with other businesses, including flight and hotel reservations." Diss. Op. 35. But, the complaint itself makes no such allegation.

21 PREP Tours had at one point also emailed Ramírez a menu of possible flights, but PREP Tours acknowledged in a later email that it did not book any flights on AYSO's behalf because it did not yet have a sufficient indication from AYSO that the organization wished to proceed with the flights.

22 The record does show that in her email requesting a "tweak" to the "tentative rough draft" itinerary, Ramírez asked if it would be possible to include "all-inclusive hotels." PREP Tours expressly rejected that request, however, explaining that it would not be cost-effective to stay in all-inclusive hotels.

23 Although the complaint does not allege that AYSO took similar trips in the past, one of Ramírez's emails in the record indicates that AYSO's teams had traveled to Costa Rica and Hawaii in prior years.