Erica Davis v. Cranfield Aerospace Solutions ( 2023 )

FOR PUBLICATION
UNITED STATES COURT OF APPEALS
FOR THE NINTH CIRCUIT
ERICA DAVIS, as Personal No. 22-35099
Representative of the Estate of
Andrew Dale Davis, deceased, and D.C. No.
minor children, JC, minor child, SD, 2:20-cv-00536-
minor child; MICHAEL M. BLW
MASCHMEYER, as Personal
Representative of the Estate of R.
Wayne Estopinal, deceased; JAMES OPINION
JOHNSON, individually and as
Independent Co-Administrators of the
Estate of Sandra Johnson, deceased;
BRADLEY HERMAN, individually
and as Independent Co-Administrators
of the Estate of Sandra Johnson,
deceased,
Plaintiffs-Appellants,
v.
CRANFIELD AEROSPACE
SOLUTIONS, LIMITED,
Defendant-Appellee.
Appeal from the United States District Court
for the District of Idaho
B. Lynn Winmill, Chief District Judge, Presiding
2 DAVIS V. CRANFIELD AEROSPACE SOLUTIONS
Argued and Submitted November 9, 2022
Portland, Oregon
Filed June 23, 2023
Before: Patrick J. Bumatay and Gabriel P. Sanchez, Circuit
Judges, and M. Miller Baker,* International Trade Judge.
Opinion by Judge Bumatay;
Partial Dissent by Judge Baker
SUMMARY**
Personal Jurisdiction
The panel affirmed the Idaho federal district court’s
judgment dismissing, for lack of personal jurisdiction over
an English corporation, a diversity action brought by
plaintiffs from Louisiana and Indiana for an accident that
occurred in Indiana.
Representatives for the three decedents of a plane crash
that occurred in Indiana brought a wrongful death and
product liability suit against Cranfield Aerospace Solutions,
Limited, in the District of Idaho. The representatives for two
decedents are residents of Indiana, while the third decedent’s
representatives reside in Louisiana. Cranfield is
*
The Honorable M. Miller Baker, Judge for the United States Court of
International Trade, sitting by designation.
**
This summary constitutes no part of the opinion of the court. It has
been prepared by court staff for the convenience of the reader.
DAVIS V. CRANFIELD AEROSPACE SOLUTIONS 3
incorporated in and has its principal place of business in
England. Appellants alleged that a load alleviation system,
the Tamarack Active Winglet Load System—trademarked
as the ATLAS system—caused the plane crash. Cranfield
helped Tamarack obtain the Federal Aviation
Administration supplemental type certification for the
ATLAS system.
Idaho’s long-arm statute authorizes the exercise of all the
jurisdiction available to the State of Idaho under the due
process clause of the United States Constitution.
Only specific jurisdiction is at issue in this case. This
court uses a three-part test to determine whether specific
jurisdiction exists: (1) the non-resident defendant must
purposefully direct his activities or consummate some
transaction with the forum or resident thereof; or perform
some act by which he purposefully avails himself of the
privilege of conducting activities in the forum, thereby
invoking the benefits and protections of its laws; (2) the
claim must be one which arises out of or relates to the
defendant’s forum-related activities; and (3) the exercise of
jurisdiction must comport with fair play and substantial
justice, i.e. it must be reasonable.
The panel held when considering specific jurisdiction
under the first prong, courts should comprehensively
evaluate the extent of the defendant’s contacts with the
forum state and those contacts’ relationship to the plaintiffs’
claims—which may mean looking at both purposeful
availment and purposeful direction. The panel held that
under either approach, jurisdiction over Cranfield in Idaho
was lacking. The purposeful direction test cannot support
jurisdiction here because Appellants failed to allege that
Cranfield injured them in Idaho. The panel agreed with the
4 DAVIS V. CRANFIELD AEROSPACE SOLUTIONS
district court that Appellants failed to establish that Cranfield
purposefully availed itself of the benefits and protections of
Idaho. While Tamarack was an Idaho resident, there was no
evidence that Cranfield sought out Tamarack in Idaho or
benefitted from Tamarack’s residence in Idaho. Neither the
contract’s negotiations, terms, nor contemplated
consequences established that Cranfield formed a substantial
connection with Idaho. The panel concluded that the two
trips by Cranfield employees to Idaho were too attenuated to
establish minimum contacts with the State. None of
Cranfield’s actual course of dealings in Idaho was so
substantial or widespread that it reflected Cranfield’s
attempt to gain the “benefits and protections” of the forum
state.
Because Appellants’ allegations failed to establish that
Cranfield had sufficient minimum contacts with Idaho, the
panel declined to proceed to the remaining two prongs of the
specific jurisdiction test, and held that the district court
properly declined to exercise jurisdiction over Cranfield.
Judge Baker dissented in part. He joined Parts I, II.A.,
II.B. except for its final sentence, and II.C. of the panel’s
opinion. He parted company, however, with the majority’s
conclusion that Plaintiffs did not demonstrate that the U.K.-
based Cranfield Aerospace Solutions, Ltd., purposefully
availed itself of the forum state, Idaho. In his view, Plaintiffs
lopsidedly carried that burden by showing that Cranfield
undertook continuing obligations entailing substantial
activity directed toward Tamarack Aerospace Group, Inc., in
Idaho for over six years.
DAVIS V. CRANFIELD AEROSPACE SOLUTIONS 5
COUNSEL
Michael S. McArdle (argued) and Thomas P. Routh, Nolan
Law Group, Chicago, Illinois; David Katzman, Bruce
Lampert, and Bradley Stoll, Katzman Lampert & Stoll
PLLC, Bloomfield, Colorado; Joseph J. Slama, Krupnick
Campbell Malone Buser Slama Hancock PA, Fort
Lauderdale, Florida; J. Charles Hepworth, Hepworth Holzer
LLP, Boise, Idaho; for Plaintiffs-Appellants.
Gregory F. Miller (argued) and V. L. Woolston, Perkins
Coie LLP, Seattle, Washington; Karl J. Worsham, Perkins
Coie LLP, Phoenix, Arizona; Richard C. Boardman, Perkins
Coie LLP, Boise, Idaho; for Defendant-Appellee.
6 DAVIS V. CRANFIELD AEROSPACE SOLUTIONS
OPINION
BUMATAY, Circuit Judge:
This case asks whether a federal court in Idaho may
exercise personal jurisdiction over an English corporation in
an action brought by plaintiffs from Louisiana and Indiana
for an accident that occurred in Indiana. Because this case
involves an out-of-state accident, out-of-state plaintiffs, and
an out-of-state defendant with no minimum contacts with the
state, we say no.
I.
In November 2018, a Cessna Model 525 corporate jet
tried to fly from Sellersburg, Indiana, to Chicago, Illinois. It
never made it to Chicago. It crashed a few minutes after
takeoff in Clark County, Indiana. The pilot of the plane,
Andrew Davis, and the two passengers, R. Wayne Estopinal
and Sandra Johnson, were killed instantly.
Representatives for the three decedents brought this
wrongful death and product liability suit against Cranfield
Aerospace Solutions, LLC, in the District of Idaho. These
representatives include Erica Davis for her late husband’s
estate and for her minor children; Michael Maschmeyer for
the Estopinal estate; and James Johnson and Bradley
Herman for the Johnson estate (collectively, the
“Appellants”). The representatives for Davis and Estopinal
are residents of Indiana, while Johnson’s representatives
reside in Louisiana. Cranfield is incorporated in and has its
principal place of business in England.
Appellants allege that a load alleviation system, the
Tamarack Active Winglet Load System—trademarked as
the ATLAS system—caused the plane crash. They believe
DAVIS V. CRANFIELD AEROSPACE SOLUTIONS 7
that the ATLAS system’s defective design caused the Cessna
to deviate from its flight path and hit trees and the ground in
Indiana. Tamarack Aerospace Group, Inc., a Washington
State corporation with its principal place of business in
Idaho, manufactured and installed the ATLAS system on the
Cessna in May 2018.
But before being allowed to install the ATLAS system
on planes within the United States, Tamarack needed a
special certification from the Federal Aviation
Administration (“FAA”)—known as a supplemental type
certification. This certification allows the holder to modify
airplanes from their original design. This is where Cranfield
comes into the picture. Cranfield helped Tamarack obtain
the FAA supplemental type certification.
Tamarack and Cranfield had a preexisting relationship.
After Tamarack designed the ATLAS system, it asked
Cranfield for help in obtaining a supplemental type
certification from the European equivalent of the FAA—the
European Aviation Safety Agency (“EASA”). In 2013,
Tamarack contracted Cranfield to provide services to attain
an EASA certificate for the ATLAS system. Cranfield
oversaw and provided technical assistance for the process to
obtain the certification. Cranfield acted as the point of
contact between the EASA and Tamarack. Cranfield
successfully obtained the EASA certificate for Tamarack in
2015.
A year into the contract, Tamarack asked Cranfield to
expand its scope to include obtaining an FAA certificate for
the ATLAS system. Once again, Cranfield acted as the
primary interface with the agency. Cranfield was again
successful—obtaining the FAA certificate on behalf of
Tamarack in 2016. Tamarack then installed the ATLAS
8 DAVIS V. CRANFIELD AEROSPACE SOLUTIONS
winglet system on the Cessna in 2018. At the time of the
crash, Cranfield still held the FAA and EASA certificates for
Tamarack. After the crash, in 2019, Cranfield transferred
both certificates to Tamarack.
Appellants first sued Tamarack and Cranfield in the
Eastern District of Washington, alleging both companies
were liable for the crash under Washington’s Product
Liability Act. Cranfield moved to dismiss for lack of
personal jurisdiction, and Appellants conceded that
jurisdiction was lacking. Cranfield was dismissed from the
action, but the litigation against Tamarack continued. That
case is still pending.
In November 2020, Appellants brought this diversity
action against Cranfield in the District of Idaho under 28
U.S.C. § 1332(a). Appellants’ complaint alleges three
causes of action under Idaho state law: (1) liability under
Idaho’s Product Liability Reform Act; (2) negligence; and
(3) willful and reckless misconduct. Cranfield again moved
to dismiss for lack of jurisdiction. After permitting
jurisdictional discovery, the district court granted
Cranfield’s motion to dismiss for lack of personal
jurisdiction. The court ruled that Appellants could not
establish specific jurisdiction over Cranfield.
This appeal followed, which we review de novo. Glob.
Commodities Trading Grp., Inc. v. Beneficio de Arroz
Choloma, S.A., 972 F.3d 1101, 1106 (9th Cir. 2020).
DAVIS V. CRANFIELD AEROSPACE SOLUTIONS 9
II.
A.
Personal Jurisdiction: General and Specific
The central question here is whether a federal court
sitting in Idaho can exercise personal jurisdiction over
Cranfield, an English corporation. To establish federal
jurisdiction over a nonresident defendant in a diversity suit,
we look to both state jurisdictional rules and the
constitutional principles of due process. Daimler AG v.
Bauman, 571 U.S. 117, 125 (2014). We first look to state
law to see how far the state extends the bounds of its courts’
jurisdiction. Id. We then make sure that the exercise of
jurisdiction would “comport[] with the limits imposed by
federal due process.” Id.In this case, Idaho’s long-arm statute authorizes the
exercise of “all the jurisdiction available to the State of Idaho
under the due process clause of the United States
Constitution.” Lake v. Lake, 817 F.2d 1416, 1420 (9th Cir.
1987) (citing Doggett v. Elecs. Corp. of Am., 93 Idaho 26,
30 (1969)); see also Idaho Code § 5-514. So, for our
purposes, jurisdiction under state law and due process are
coextensive.
Whether the exercise of jurisdiction satisfies due process
turns on “the nature and extent of the defendant’s
relationship to the forum State.” Ford Motor Co. v. Mont.
Eighth Jud. Dist. Ct., 141 S. Ct. 1017, 1024 (2021)
(simplified). “Since International Shoe, the rule has been
that a state court can exercise personal jurisdiction over a
defendant if the defendant has ‘minimum contacts’ with the
forum—which means that the contacts must be ‘such that the
maintenance of the suit does not offend ‘traditional notions
10 DAVIS V. CRANFIELD AEROSPACE SOLUTIONS
of fair play and substantial justice.’” Id. at 1032 (Alito, J.,
concurring) (quoting Int’l Shoe Co. v. Washington, 326 U.S.
310, 316 (1945)). Given this focus on forum state contacts,
jurisdiction comes in two forms: general jurisdiction and
specific jurisdiction. Id. at 1024.
General jurisdiction—or “all-purpose” jurisdiction—
comes into play when a defendant is “essentially at home”
in the forum state. Id. For corporations, this type of
extensive contact generally means the company’s place of
incorporation and its principal place of business. Id. Such
jurisdiction extends over “any and all claims” against the
defendant concerning “events and conduct anywhere in the
world.” Id.
Specific jurisdiction, on the other hand, permits
jurisdiction over a defendant “less intimately connected”
with a forum state. Id. To assert specific jurisdiction, the
defendant must have “take[n] some act by which it
purposefully avails itself of the privilege of conducting
activities within the forum State.” Id. (simplified). But
given the more limited contacts with the forum state, this
type of jurisdiction is “case-linked,” only covering a
“narrower class of claims.” Id. To comply with due process,
the plaintiff’s claims “must arise out of or relate to the
defendant’s contacts with the forum.” Id. at 1025
(simplified).
Our court uses a three-part test to determine whether
specific jurisdiction exists:
(1) The non-resident defendant must
purposefully direct his activities or
consummate some transaction with the forum
or resident thereof; or perform some act by
DAVIS V. CRANFIELD AEROSPACE SOLUTIONS 11
which he purposefully avails himself of the
privilege of conducting activities in the
forum, thereby invoking the benefits and
protections of its laws;
(2) the claim must be one which arises out of
or relates to the defendant’s forum-related
activities; and
(3) the exercise of jurisdiction must comport
with fair play and substantial justice, i.e. it
must be reasonable.
Schwarzenegger v. Fred Martin Motor Co., 374 F.3d 797,
802 (9th Cir. 2004) (quoting Lake, 817 F.2d at 1421). The
plaintiff bears the burden of meeting the first two prongs
while the defendant shoulders the burden on the final prong.
Id. All three prongs must be met to exercise personal
jurisdiction over the defendant. Id.Only specific jurisdiction is at issue here.
B.
Purposeful Direction v. Purposeful Availment
Before turning to application of the specific-jurisdiction
test, we start with a word about the first prong—the
“purposeful availment” prong. In the past, we’ve suggested
that we evaluate this prong “somewhat differently”
depending on whether the case involves tort or contract
claims. Yahoo! Inc. v. La Ligue Contre Le Racisme Et
L’Antisemitisme, 433 F.3d 1199, 1205–06 (9th Cir. 2006)
(en banc). As we’ve said, the prong incorporates two distinct
concepts—“purposeful direction” and “purposeful
availment.” Id.; see also Schwarzenegger, 374 F.3d at 802.
The “purposeful direction” test “typically” applies to tort
12 DAVIS V. CRANFIELD AEROSPACE SOLUTIONS
claims while the “purposeful availment” test “typically”
applies to contract cases. See Yahoo! Inc., 433 F.3d at 1206;
see also Picot v. Weston, 780 F.3d 1206, 1212 (9th Cir.
2015) (stating that we “generally” apply purposeful
availment to claims sounding in contract). While our
precedent mentions what “typically” happens, we have never
held that this line is a hard-and-fast rule. Rather, “our cases
do not impose a rigid dividing line between these two types
of claims.” Glob. Commodities, 972 F.3d at 1107. Indeed,
the first prong “may be satisfied by purposeful availment,”
“by purposeful direction,” or “by some combination
thereof.” Yahoo! Inc., 433 F.3d at 1206.
After all, a “rigid dividing line” doesn’t serve the
purposes of due process. “[B]oth purposeful availment and
purposeful direction ask whether defendants have
voluntarily derived some benefit from their interstate
activities such that they will not be haled into a jurisdiction
solely as a result of random, fortuitous, or attenuated
contacts.” Glob. Commodities, 972 F.3d at 1107
(simplified). So there’s no need to adhere to an iron-clad
doctrinal dichotomy to analyze specific jurisdiction. Rather,
when considering specific jurisdiction, courts should
comprehensively evaluate the extent of the defendant’s
contacts with the forum state and those contacts’ relationship
to the plaintiffs’ claims—which may mean looking at both
purposeful availment and purposeful direction.
Thus, to the extent Cranfield argues that we should only
review Appellants’ tort claims under the purposeful
direction test, we disagree. We think it appropriate to look
at both approaches in determining jurisdiction over
Cranfield. But under either approach, jurisdiction over
Cranfield in Idaho is lacking.
DAVIS V. CRANFIELD AEROSPACE SOLUTIONS 13
C.
No Purposeful Direction in Idaho
Start with the purposeful direction test. We evaluate
purposeful direction under the three-part “effects” test from
Calder v. Jones, 465 U.S. 783, 789–90 (1984): the defendant
must have allegedly “(1) committed an intentional act, (2)
expressly aimed at the forum state, (3) causing harm that the
defendant knows is likely to be suffered in the forum state.”
Yahoo!, 433 F.3d at 1206 (quoting Schwarzenegger, 374
F.3d at 803). An action may be directed at a forum state even
if it occurred elsewhere. Morrill v. Scott Fin. Corp., 873
F.3d 1136, 1142 (9th Cir. 2017). This analysis is driven by
the defendant’s contacts with the forum state—not the
plaintiff’s or other parties’ forum connections. Walden v.
Fiore, 571 U.S. 277, 289 (2014); Bristol-Myers Squibb Co.
v. Superior Ct. of Cal., S.F. Cnty., 582 U.S. 255, 265 (2017).
The purposeful direction test cannot support jurisdiction
here because Appellants fail to allege that Cranfield injured
them in Idaho. “Harm suffered in the forum state is a
necessary element in establishing purposeful direction.”
Morrill, 873 F.3d at 1144. As alleged, the harms to
Appellants occurred in Indiana, where the plane crash killed
their loved ones, or in Indiana and Louisiana, where they
resided when the crash occurred. Under the purposeful
direction test, haling Cranfield into court in Idaho for a harm
that was suffered elsewhere does not satisfy due process.
Because this lack of forum-state harm is dispositive, we need
not address the other elements of the purposeful direction
test.
14 DAVIS V. CRANFIELD AEROSPACE SOLUTIONS
D.
No Purposeful Availment in Idaho
While closer, purposeful availment leads to the same
result. To establish purposeful availment, we look at a
defendant’s “entire course of dealing” with the forum state—
“not solely the particular contract or tortious conduct giving
rise to [a plaintiff’s] claim.” Glob. Commodities, 972 F.3d
at 1108. It exists when a defendant’s dealings with a state
establishes a “quid pro quo”—where the defendant
“purposefully avails itself of the privilege of conducting
activities within the forum State, thus invoking the benefits
and protections of its laws,” and in return “submit[s] to the
burdens of litigation” in the State. Schwarzenegger, 374
F.3d at 802 (simplified). In other words, we examine
whether the defendant “deliberately reached out beyond [its]
home—by, for example, exploiting a market in the forum
State or entering a contractual relationship centered there.”
Yamashita v. LG Chem, Ltd., 62 F.4th 496, 503 (9th Cir.
2023) (simplified). The “unilateral activity” of another party
does not meet this standard. Id. Purposeful availment can
be established by a contract’s negotiations, its terms, its
contemplated future consequences, and the parties’ actual
course of dealing. Burger King Corp. v. Rudzewicz, 471
U.S. 462, 479 (1985).
Looking at these factors, we agree with the district court
that Appellants failed to establish that Cranfield
purposefully availed itself of the benefits and protections of
Idaho. While Tamarack is an Idaho resident, there’s no
evidence that Cranfield sought out Tamarack in Idaho or
benefitted from Tamarack’s residence in Idaho. Neither the
contract’s negotiations, terms, nor contemplated
consequences establish that Cranfield formed a substantial
DAVIS V. CRANFIELD AEROSPACE SOLUTIONS 15
connection with Idaho. And while the course of dealings
show that Cranfield employees entered Idaho several times,
those transitory trips into the forum state do not sufficiently
reflect purposeful availment.
Contract Negotiations. At the time that Tamarack
contacted Cranfield about the ATLAS Winglet project in
early 2012, Cranfield had no offices, facilities, employees,
or agents in the United States. It never advertised or
marketed services in Idaho. Appellants do not allege that
Cranfield had any Idaho contacts before its contract with
Tamarack. And Cranfield did not solicit the business with
Tamarack. Instead, Tamarack initiated contact with
Cranfield by phone and email. Negotiations between the two
parties continued remotely, although there was one in-person
meeting in England, Cranfield’s headquarters. During
negotiations, Cranfield let Tamarack know that all Cranfield
staff working on the project would be based in the United
Kingdom. So nothing in the contract negotiation reflects
Cranfield’s intent to avail itself of Idaho’s laws. See Sher v.
Johnson, 911 F.2d 1357, 1363 (9th Cir. 1990) (finding no
purposeful availment in the course of negotiations when
defendant “is solicited in its home state and takes no
affirmative action to promote business within the forum
state”).
Contract Terms. None of the contract terms invoke the
laws of Idaho. Instead, by its terms, New York law governs
the contract’s enforcement and interpretation. The
agreement also selects New York as its choice of forum. The
closest the contract gets to referring to Idaho is that Cranfield
may “witness” any tests associated with the project and
Cranfield will have access to Tamarack’s facility “as and
when necessary.” This suggests some contact with Idaho
given that Tamarack’s facility is in Idaho, but the contract is
16 DAVIS V. CRANFIELD AEROSPACE SOLUTIONS
permissive—not mandatory—and does not specify whether
Cranfield must “witness” any tests in person. Given that the
overall purpose of the contract terms was to obtain a
certification from European aviation authorities and the
FAA, which is headquartered in Washington, D.C., we think
the contract terms count against finding purposeful
availment in Idaho. See Burger King, 471 U.S. at 478(entering a contract with a forum state resident is not enough
in itself to establish minimum contacts).
Contemplated Consequences. The contemplated
consequences of the contract do not change the analysis.
Nothing in the contract’s contemplated consequences
suggests that Cranfield sought to benefit from Idaho’s laws.
Once again, the contract contemplated that Cranfield would
provide technical assistance in obtaining certifications from
the EASA and the FAA and serve as Tamarack’s main
representative to those agencies. Even while delegating
those functions to Cranfield, Tamarack remained
responsible for developing and coordinating all engineering
and certification testing. The strongest fact for Appellants is
that the contract contemplated that Cranfield would hold the
EASA and FAA supplemental type certification on behalf of
Tamarack. Indeed, Cranfield held the certifications on
behalf of Tamarack at the time of the crash. But we do not
think such a legal obligation in itself establishes purposeful
availment in Idaho. Cf. Sher, 911 F.2d at 1362 (“normal
incidents of [legal] representation” of an in-forum client do
not by themselves establish minimum contacts). This is
especially true when Tamarack remained responsible for any
modifications to the FAA certification and any testing or
analysis necessary for the modifications.
Actual Course of Dealings. This leaves Cranfield’s
actual course of dealing with Tamarack in Idaho, which
DAVIS V. CRANFIELD AEROSPACE SOLUTIONS 17
presents a somewhat closer question. Appellants allege that
Cranfield employees engaged in several telephone calls,
emails, and other correspondence with individuals in Idaho
related to the design and safety aspects of Tamarack’s
ATLAS system. While remaining in England, Cranfield
employees provided Tamarack technical advice and
assistance and helped them develop procedures and analysis
to obtain the EASA and FAA certifications. Throughout
each of these activities, Cranfield and its employees worked
in the United Kingdom. In return, Tamarack compensated
Cranfield from Idaho.
We have explained that “the fact that a contract envisions
one party discharging his obligations in the forum state
cannot, standing alone, justify the exercise of jurisdiction
over another party to the contract.” Picot, 780 F.3d at 1213.
And remote actions taken to service a contract in the forum
state seldom lead to purposeful availment by themselves.
See Sher, 911 F.2d at 1362 (explaining that, without more,
out-of-state contacts by mail and phone and payments sent
from forum state did not establish “the deliberate creation of
a ‘substantial connection’” with the forum state). Thus,
Cranfield’s remote work on behalf of Tamarack’s ATLAS
project does not, without more, establish purposeful
availment.
But Appellants don’t rely solely on Cranfield’s remote
work. Besides Cranfield’s remote activities, Appellants
point to two trips by Cranfield employees to Tamarack’s
Idaho facility as part of the contract. First, after the contract
was executed, Cranfield’s head of design traveled to Idaho
in 2013. During this three-day trip, he met with Tamarack’s
developers of the ATLAS winglet system, observed a
working prototype, and held several meetings with
Tamarack engineers to learn more about the system. He also
18 DAVIS V. CRANFIELD AEROSPACE SOLUTIONS
spent time going through the regulations necessary for
obtaining a European certificate for the ATLAS system and
worked with Tamarack to plan the certification process.
Appellants also highlight a 2017 trip by Cranfield’s chief
stress engineer to observe a “critical stage” of testing of the
ATLAS system. The purpose of the week-long Idaho visit
was to determine whether Tamarack’s test protocols and test
results complied with the EASA and FAA regulations. The
Cranfield engineer’s role was to later validate the test reports
while in the United Kingdom or in Idaho, but he also had the
authority to request a retest while in Idaho if something had
gone wrong.
“While physical entry into the State is certainly a
relevant contact, a defendant’s transitory presence will
support jurisdiction only if it was meaningful enough to
create a substantial connection with the forum State.” Picot,
780 F.3d at 1213 (simplified). In Picot, we examined
whether an out-of-state defendant’s forays into the forum
state established purposeful availment. There, the defendant
made two trips to California to assist with presentations
given to potential clients at the plaintiffs’ request and
expense. Id. Both trips lasted about two weeks, but the
defendant’s role in the presentations was “relatively small.”
Id. We declined to find a substantial connection with
California under those facts. We determined that the two
trips had “no special place” in the performance of the
plaintiffs’ contract “as a whole.” Id. They were not part of
the initial agreement between the parties. Id. And the
defendant had performed the “bulk of his efforts” out-of-
state and met with clients and plaintiffs outside of California.
Id. At most, we held, the trips were “random, fortuitous, or
attenuated” contacts with the forum state. Id. And we
reached the same conclusion in other cases. See Sher, 911
DAVIS V. CRANFIELD AEROSPACE SOLUTIONS 19
F.2d at 1363; Omeluk v. Langsten Slip & Batbyggeri A/S, 52
F.3d 267, 271 (9th Cir. 1995).
Our recent decision in Silk v. Bond, 65 F.4th 445 (9th
Cir. 2023), does not change our analysis. While Silk shows
that physical travel to the forum state may not be necessary
to establish purposeful availment, it illustrates the level of
substantial connections under a contractual relationship that
may suffice. Id. at 456–57. There, the defendant sought out
a contractual relationship in the forum state that would
require all related work to take place in that state. Id. at 457.
The contract referenced the forum state and the defendant
paid into forum-state bank accounts, mailed paper copies of
relevant documents to the forum state each month for two
decades, and at times sent family members to the forum state
for contract-related meetings on his behalf. Id. at 456. In
comparison, Cranfield’s interactions with Idaho are far more
random, fortuitous, and attenuated, making this case more
like Picot than Silk.
Given this precedent, we conclude that the two trips by
Cranfield employees to Idaho were too attenuated to
establish minimum contacts with the State. As in Picot, the
employees traveled at Tamarack’s request and expense, and
the trips did not suggest a “special place” in Cranfield’s
years-long performance of its contract with Tamarack.
Picot, 780 F.3d at 1213. While observing testing of the
ATLAS system is important, the record shows that approval
of the testing could have occurred in the United Kingdom.
And it is undisputed that the bulk of Cranfield’s work under
the contract took place in that country.
So none of Cranfield’s actual course of dealings in Idaho
was so substantial or widespread that it reflects Cranfield’s
20 DAVIS V. CRANFIELD AEROSPACE SOLUTIONS
attempt to gain the “benefits and protections” of the forum
state.
***
Because Appellants’ allegations fail to establish that
Cranfield had sufficient minimum contacts with Idaho, we
decline to proceed to the remaining two prongs of the
specific jurisdiction test.
In one last try, Appellants ask us to find specific
jurisdiction based on public policy concerns. They argue
that the United States’ interest in regulating and promoting
safety in the aviation industry favors asserting jurisdiction
over Cranfield here. Without Cranfield’s actions to obtain
the FAA certificate here, Appellants contend that the plane
crash would not have happened. While we are mindful that
this appeal stems from tragic circumstances, that does not
give us license to dispense with constitutional requirements.
III.
Because this case involves out-of-state conduct by an
out-of-state defendant and an out-of-state harm, the district
court properly declined to exercise jurisdiction over
Cranfield.
AFFIRMED.
DAVIS V. CRANFIELD AEROSPACE SOLUTIONS 21
BAKER, Judge, dissenting in part:
I join Parts I, II.A., II.B. except for its final sentence, and
II.C. of the panel’s opinion. I part company, however, with
the majority’s conclusion that Plaintiffs did not demonstrate
that the U.K.-based Cranfield Aerospace Solutions, Ltd.,
purposefully availed itself of the forum state, Idaho. In my
view, they lopsidedly carried that burden by showing that
Cranfield undertook continuing obligations entailing
substantial activity directed toward Tamarack Aerospace
Group, Inc., in Idaho for over six years.
I
To constitute “purposeful availment,” the defendant’s
contacts with the forum state must “proximately result from
actions by the defendant himself that create a substantial
connection with” that state. Burger King Corp. v. Rudzewicz,
471 U.S. 462, 475 (1985) (cleaned up). The question is
whether “the defendant’s conduct . . . form[s] the necessary
connection with the forum State.” Walden v. Fiore, 571 U.S.
277, 285 (2014) (emphasis added). Because “an individual’s
contract with an out-of-state party alone” cannot subject the
individual to the jurisdiction of the other party’s home state,
Burger King, 471 U.S. at 478 (emphasis removed), when the
defendant has a contractual relationship with a forum
resident, a court must look to “prior negotiations and
contemplated future consequences, along with the terms of
the contract and the parties’ actual course of dealing.” Id. at
479. Essential to this inquiry is whether the contract creates
“continuing obligations between [the defendant] and
residents of the forum.” Id. at 476 (cleaned up).
In our cases applying Burger King over the last 38 years,
a clear principle emerges: A nonresident purposefully avails
22 DAVIS V. CRANFIELD AEROSPACE SOLUTIONS
itself of the forum state when it undertakes (1) continuing
obligations (2) entailing some meaningful activity directed
toward or producing effects in the forum. See, e.g., Silk v.
Bond, 65 F.4th 445, 457 (9th Cir. 2023) (holding that a
nonresident who engaged a California financial planner in “a
multi-year business relationship” purposefully availed
himself of that state by “creat[ing] ‘continuing [payment]
obligations’ ” to the planner) (citing Hirsch v. Blue Cross,
Blue Shield of Kan. City, 800 F.2d 1474, 1478 (9th Cir.
1986)), pet. for cert. filed, No. 22-1167 (U.S. June 2, 2023);
Glob. Commodities Trading Grp., Inc. v. Beneficio de Arroz
Choloma, S.A., 972 F.3d 1101, 1108 (9th Cir. 2020)
(Honduras importer purposefully availed itself of the
California forum by “ ‘creat[ing] continuing relationships
and obligations with citizens of’ ” that state “over several
years” through “payments on . . . contracts” for sales of
grain) (quoting Burger King, 471 U.S. at 473); Columbia
Pictures Television v. Krypton Broad. of Birmingham, Inc.,
106 F.3d 284, 289 (9th Cir. 1997) (nonresident licensee of
California television producer purposefully availed itself of
that state by creating “continuing obligations” to pay
producer) (quoting Burger King, 471 U.S. at 476), rev’d on
other grounds sub nom. Feltner v. Columbia Pictures
Television, Inc., 523 U.S. 340 (1998); Ballard v. Savage, 65
F.3d 1495, 1498 (9th Cir. 1995) (Austrian bank merely
holding accounts of American citizens satisfied purposeful
availment by its “continuing obligations to forum
residents”); Roth v. Garcia Marquez, 942 F.2d 617, 621–22
(9th Cir. 1991) (Mexican author’s sale of film rights to a
California movie producer satisfied purposeful availment by
creating “continuing relationships and obligations” that
“would have continuing and extensive involvement with the
forum,” even though the producer solicited the author,
DAVIS V. CRANFIELD AEROSPACE SOLUTIONS 23
whose visits to the forum were minor); Sher v. Johnson, 911
F.2d 1357, 1362–64 (9th Cir. 1990) (Florida law firm
representing California clients in Florida litigation
purposefully availed itself of California through its partners’
travel to the forum, communications with those clients, and
encumbrance of the clients’ forum property); Hirsch, 800
F.2d at 1479–80 (nonresident insurer purposefully availed
itself of California forum by accepting “a continuing
obligation” to cover insureds in that state, even though the
insurer did not solicit the business and never visited the
forum); Haisten v. Grass Valley Med. Reimbursement Fund,
Ltd., 784 F.2d 1392, 1397–1400 (9th Cir. 1986) (same, with
the added fact that the policies were governed by Cayman
Islands law).
On the other hand, if a nonresident’s contract with a
forum resident does “not create any ongoing obligations,”
purposeful availment does not exist. Boschetto v. Hansing,
539 F.3d 1011, 1017 (9th Cir. 2008) (emphasis added); cf.
Glob. Commodities, 972 F.3d at 1108 (observing that a
“fleeting” business relationship cannot support purposeful
availment).
And even if a nonresident’s contract with a forum
resident does involve continuing obligations, purposeful
availment is not satisfied if the nonresident’s obligations do
not entail any significant activity toward, or create effects
within, that forum. For example, in Picot v. Weston, 780 F.3d
1206 (9th Cir. 2015), we held that a nonresident defendant
did not purposefully avail himself of the California forum,
despite his continuing obligations under an alleged contract
with forum residents, because he did not “perform[ ] some
type of affirmative conduct which allows or promotes the
transaction of business within the forum state.” Id. at 1212(emphasis added) (quoting Sher, 911 F.2d at 1362). His work
24 DAVIS V. CRANFIELD AEROSPACE SOLUTIONS
under the agreement was performed in Michigan, that work
was not directed toward California in any significant way,
and his two visits to California were not “envisioned in the
initial oral agreement” and “h[e]ld no special place in his
performance under the agreement as a whole.” Id. at 1213.
II
The majority concludes that neither the contract’s
negotiations, terms, and contemplated consequences nor the
parties’ actual course of dealing created a substantial
connection with Idaho. I disagree because the 2013 contract
created, and the parties’ course of dealing reflected,
continuing and meaningful Idaho-facing obligations by
Cranfield until 2019 when the British company transferred
the ATLAS certification to Tamarack.
Contract Negotiations. The majority observes that
Tamarack solicited Cranfield’s services. Opinion at 15. That
fact carries little weight, however, when measured against
the latter’s significant activity directed toward Idaho. In
several cases we have found that a defendant purposefully
availed itself of the forum by undertaking continuing
obligations entailing some activity directed at that
jurisdiction, even though the forum resident initiated the
business relationship. See, e.g., Sher, 911 F.2d at 1362;1
1
The majority cites Sher as an example of no purposeful availment when
a forum resident solicits a business relationship with the defendant.
Opinion at 15. But we found purposeful availment in that case, even
though forum residents solicited the defendant law firm, because the
“entire course of dealing” there created a “significant contact” with the
forum through partner visits, communications with the forum residents,
and an encumbrance of the clients’ forum property to secure payment.
Sher, 911 F.2d at 1363–64 (cleaned up). As explained below, Cranfield’s
DAVIS V. CRANFIELD AEROSPACE SOLUTIONS 25
Roth, 942 F.2d at 621–22; Hirsch, 800 F.2d at 1479–80; and
Haisten, 784 F.2d at 1397–98.
Contract Terms. My colleagues conclude that the
contract’s terms don’t support Cranfield’s purposeful
availment of Idaho. They first point to the contract’s choice-
of-law and forum-selection clauses, neither of which invokes
Idaho. Opinion at 15.
“While [a choice-of-law] provision should not be
ignored in determining purposeful availment, it alone will
not suffice to block jurisdiction in the [forum state] where
other facts indicate that the [defendant] has purposefully
directed its activities toward [forum residents].” Haisten,
784 F.2d at 1400. Thus, in Haisten we held that an insurer
purposefully availed itself of the forum when it “directed its
activities toward California residents” by covering them,
even though the insurance contracts were governed by
Cayman Islands law. Id.So if Cranfield continuously directed meaningful
activities toward Tamarack in Idaho, that the contract was
governed by New York law counts for little. “The issue is
personal jurisdiction, not choice of law. It is resolved . . . by
considering the acts of the [defendant]” aimed at the forum,
Hanson v. Denckla, 357 U.S. 235, 254 (1958), and whether
those acts “allow[ed] or promote[d] the transaction of
business within the forum state,” Picot, 780 F.3d at 1212.2
contacts with the Idaho forum are qualitatively stronger than what
sufficed for purposeful availment in Sher.
2
In my view, a forum-selection clause has no probative value in
determining whether a defendant’s contract performance constitutes
purposeful availment of the forum for purposes of a third party’s claim
26 DAVIS V. CRANFIELD AEROSPACE SOLUTIONS
The majority then brushes past the contract’s substantive
terms: “The closest the contract gets to referring to Idaho is
that Cranfield may ‘witness’ any tests” and “have access to
Tamarack’s facility ‘as and when necessary.’ ” Opinion at
15. According to the majority, this “suggests some contact
with Idaho . . . , but the contract is permissive—not
mandatory—and does not specify whether Cranfield must
‘witness’ any tests in person.” Id. at 15–16.
By only considering contractual terms referring to
physical contacts by Cranfield with Idaho, the majority
implies that those are the only contacts relevant to
purposeful availment. “Jurisdiction,” however, “may not be
avoided merely because the defendant did not physically
enter the forum State.” Burger King, 471 U.S. at 476(emphasis in original). Instead, remote “entry” into a state
through “goods, mail, or some other means . . . is certainly a
relevant contact.” Walden, 571 U.S. at 285;3 see also
Boschetto, 539 F.3d at 1019 (recognizing that a defendant
that never actually enters the state but employs technological
“means for establishing regular business with a remote
forum” may be subject to personal jurisdiction).
arising out of that performance. Although parties “can, through forum
selection clauses and the like, easily contract around” personal
jurisdiction rules, RAR, Inc. v. Turner Diesel, Ltd., 107 F.3d 1272, 1280
(7th Cir. 1997), such actions do not bind nonparties.
3
In 1985, a decade before the advent of the modern internet, which
exponentially expanded the technological means for remote entry into a
jurisdiction, the Burger King Court observed that “it is an inescapable
fact of modern commercial life that a substantial amount of business is
transacted solely by mail and wire communications across state lines,
thus obviating the need for physical presence within a State in which
business is conducted.” 471 U.S. at 476.
DAVIS V. CRANFIELD AEROSPACE SOLUTIONS 27
My colleagues do not acknowledge the contract’s terms
mandating continuing contacts with Idaho that Cranfield
could perform either in-person or remotely, much less the
strong “quality and nature” of those contacts. Burger King,
471 U.S. at 480 (quoting Hanson, 357 U.S. at 253).
Cranfield’s obligations under the first phase of the
parties’ contract were entirely Idaho-facing. They required it
to “oversee” Tamarack in their “work together to draft and
finalize” two “deliverables,” beginning with “a mutually
agreeable Certification Plan” for the Idaho company’s
ATLAS system, followed later by a “mutually agreeable
application” for that system, “including all supporting data
and documentation” necessary in “Cranfield’s professional
opinion.”4 In short, the two companies partnered—with
Cranfield acting as the senior partner because it would
“oversee” the junior partner’s work in Idaho—to produce the
two “deliverables” necessary to apply for certification of the
ATLAS system.
In supervising Tamarack’s Idaho work on these
deliverables, the contract’s terms required Cranfield to
“approv[e] . . . test schedules and reports provided by
Tamarack” (emphasis added), “define and outline
certification requirements to Tamarack personnel” in Idaho
(emphasis added), provide input to Tamarack’s preparation
of “draft Flight Test Plans and Test Plans” in Idaho and then
“review, check and submit” those plans (emphasis added),
and “ensure” Tamarack’s “compliance with all applicable
laws and regulations relating to the . . . certification process.”
Because the contract’s terms gave the British company
“access to Tamarack’s facility as and when necessary,”
4
The Certification Plan was to be included in the supporting data and
documentation submitted with the application.
28 DAVIS V. CRANFIELD AEROSPACE SOLUTIONS
Cranfield could supervise Tamarack remotely and/or in
person.
And after the contract’s “deliverables” were ready to
submit, the contract’s second phase required Cranfield to
“apply” for certification in its name because Tamarack was
not “qualified” to do so. Following aviation officials’
approval of the application, the contract’s third phase
required Cranfield to “hold[ ] and/or maintain[ ]” the
certification—a valuable right—“for Tamarack’s benefit.”
As the certification holder, Cranfield’s approval was
necessary for Tamarack to install the ATLAS system on any
aircraft. See 14 C.F.R. § 21.120 (providing that a
“supplemental type certificate holder who allows a person to
use the supplemental type certificate to alter an aircraft,
aircraft engine, or propeller must provide that person with
written permission acceptable to the FAA”). The former’s
remote holding of this certification and approval of the
latter’s installation of the ATLAS system on the accident
aircraft was Idaho-facing much as the remote provision of
insurance coverage to forum residents in Hirsch and Haisten
was forum-facing.
In sum, the contract’s terms “created a multi-year
business relationship ‘that envisioned continuing and wide-
reaching contacts’ ” by Cranfield with Tamarack in Idaho.
Silk, 65 F.4th at 457 (quoting Burger King, 471 U.S. at 480);
see also Roth, 942 F.2d at 622 (purposeful availment
satisfied when a contract requires the defendant to have
“continuing and extensive involvement with the forum”).
Thus, Cranfield “not only could foresee that its actions
would have an effect in [Idaho], but also that the effect was
‘contemplated and bargained for.’ ” Hirsch, 800 F.2d at 1479(quoting Haisten, 784 F.2d at 1398).
DAVIS V. CRANFIELD AEROSPACE SOLUTIONS 29
The majority’s second reason for dismissing the
contract’s terms—that their “overall purpose” was to obtain
certification for Tamarack’s ATLAS system from aviation
regulatory authorities in Europe and America, Opinion at
16—doesn’t tell the full story. Obtaining certification alone
was useless to Tamarack because it was not qualified to hold
that status; it needed Cranfield not only to apply for
certification, but also to then hold it so that the Idaho
company could then sell and install the ATLAS system on
third-party aircraft in Idaho under the British company’s
tutelage.
In any event, the contract’s “overall purpose” is
irrelevant to personal jurisdiction. What matters, instead, is
whether the contract required “acts of the [defendant]”
directed toward the forum. Hanson, 357 U.S. at 254. As
explained above, the contract’s terms did exactly that, in
spades.
Finally, Sher would have come out the other way if we
had applied the reasoning that the majority employs here. In
that case, the “overall purpose” of the business relationship
between the defendant law firm and the California clients
was to represent the latter in Florida litigation. Even so, we
held that the law firm purposefully availed itself of
California through its actions directed toward that state—
partner visits for meetings, communications with its clients,
and its encumbrance of its client’s forum property. See 911
F.2d at 1362–64.
Contemplated Consequences. My colleagues contend
that “[n]othing in the contract’s contemplated consequences
suggests that Cranfield sought to benefit from Idaho’s laws,”
because the contract merely “contemplated that Cranfield
would provide technical assistance in obtaining [regulatory]
30 DAVIS V. CRANFIELD AEROSPACE SOLUTIONS
certifications . . . and serve as Tamarack’s main
representative” to the relevant agencies, while “Tamarack
remained responsible for developing and coordinating all
engineering and certification testing.” Opinion at 16.
The majority again turns a blind eye toward Cranfield’s
duty to supervise all of Tamarack’s work under the contract,
which had foreseeable consequences in Idaho. And although
“Tamarack remained responsible for any modifications to
the FAA certification and any testing or analysis necessary
for the modifications,” id., Cranfield in turn was responsible
for overseeing and approving that work because the
certification was in its name. See 14 C.F.R. § 21.120.
And quite apart from its supervision of Tamarack’s
work, Cranfield’s holding of the certification also had
foreseeable consequences in Idaho: Tamarack’s installation
of the ATLAS system on the accident aircraft. The majority,
though, minimizes the significance of Cranfield so holding
the certification at the time of the installation and later
accident, comparing it to the out-of-state legal representation
in Sher. Opinion at 16.
This analogy is unpersuasive. Cranfield’s holding the
certification once granted—a valuable property right—is
more properly analogized to the Austrian bank’s holding of
deposit accounts in Ballard, which we held satisfied
purposeful availment. See 65 F.3d at 1498;5 cf. Haisten, 784
5
Indeed, consider a counterfactual where Cranfield breached its
obligation to transfer the certification to Tamarack when the latter was
finally eligible to hold it. Given that forum-selection clauses are
unenforceable against Idaho residents as matter of public policy, see
Idaho Code § 29-110, in such circumstances a court in that state could
surely exercise personal jurisdiction over Cranfield for the same reasons
DAVIS V. CRANFIELD AEROSPACE SOLUTIONS 31
F.2d at 1398 (“A defendant who enters into an obligation
which she knows will have effect in the forum state
purposely avails herself of the privilege of acting in the
forum state.”).
Actual Course of Dealing. The majority concludes that
the parties’ course of dealing does not support purposeful
availment because “remote actions taken to service a
contract in the forum state seldom lead to purposeful
availment by themselves.” Opinion at 17 (citing Sher, 911
F.2d at 1362). Thus, they reason, “Cranfield’s remote work
on behalf of Tamarack’s ATLAS project does not, without
more, establish purposeful availment.” Id.This sweeping generalization ignores the Supreme
Court’s “reject[ion of] the notion that an absence of physical
contacts can defeat personal jurisdiction,” Burger King, 471
U.S. at 476, to say nothing of circuit precedent stating that
what matters is not whether a defendant’s contacts with the
forum under a contract with continuing obligations were
remote or physical, see, e.g., Haisten, 784 F.2d at 1399(holding that the defendant purposefully availed itself of the
forum state despite “no physical contacts between the forum
state and the defendant”) (emphasis in original); Hirsch, 800
F.2d at 1480 (same), but instead the “ ‘quality and nature’ of
the relationship created by the contract.” Haisten, 784 F.2d
at 1399 (quoting Burger King, 471 U.S. at 480).
Moreover, the majority misapprehends Sher. The Florida
law firm’s communications with its California clients, even
when coupled with partner visits to the forum, were
relatively weak contacts not because they were remote as the
that we held a California court could permissibly exercise jurisdiction
over the Austrian bank in Ballard.
32 DAVIS V. CRANFIELD AEROSPACE SOLUTIONS
majority implies, but rather because they involved no
“affirmative conduct which allows or promotes the
transaction of business within the forum state,” which is the
relevant inquiry. Sher, 911 F.2d at 1362 (quoting Sinatra v.
Nat’l Enquirer, Inc., 854 F.2d 1191, 1195 (9th Cir. 1988)).
But when conjoined with the law firm’s remote
encumbrance of the clients’ forum property, those contacts
collectively created a “substantial [enough] connection with
California for jurisdictional purposes.” Id. at 1363 (cleaned
up).
In comparison to Sher, the quality of Cranfield’s contacts
with the Idaho forum is much stronger because the British
company “direct[ly] supervis[ed] and control[led]”
Tamarack’s on-the-ground Idaho activities in their joint
production of the deliverables necessary for the certification
application. Int’l Shoe Co. v. Washington, 326 U.S. 310, 313
(1945). To that end, Plaintiffs allege in uncontroverted
allegations that we must accept as true, see Lang Van, Inc. v.
VNG Corp., 40 F.4th 1034, 1038 (9th Cir. 2022), cert.
denied, No. 22-937, 2023 WL 3696150, at *1 (U.S. May 30,
2023), that Cranfield gave “substantial and frequent
engineering advice and opinions . . . relating to the design,
function, and safety aspects” of the ATLAS system and
“worked jointly with [Tamarack] to develop materials,
procedures, and data to be used in support of” the
certification applications. And even after aviation authorities
granted certification, Cranfield remained on the Idaho scene
to supervise and approve modifications to the certification
and Tamarack’s installations of the ATLAS system.
Following its installation on the accident aircraft in May
2018, Cranfield continued to provide “customer support and
engineering services related to” that system until the fatal
crash in November 2018.
DAVIS V. CRANFIELD AEROSPACE SOLUTIONS 33
To my knowledge, no federal court—until today—has
ever held that continuous supervision or management of
forum-state activities is insufficient to establish personal
jurisdiction. To the contrary, and as Sher illustrates, we have
repeatedly held that continuing remote contacts of much
lower quality are enough to sustain such jurisdiction. See
also Silk, 65 F.4th at 457 (payments for services, coupled
with occasional visits and shipments of records); Glob.
Commodities, 972 F.3d at 1108 (payments for goods);
Columbia Pictures, 106 F.3d at 289 (payments for television
programing licensing rights); Roth, 942 F.2d at 621–22
(licensing film rights).
If merely making payments or licensing film rights to a
forum state resident in connection with a contract’s
continuing obligations is purposeful availment, then surely
controlling ongoing activities in the forum state is as well,
as both the Supreme Court and our sister circuits have
recognized. See, e.g., Daimler AG v. Bauman, 571 U.S. 117,
135 n.13 (2014) (“[A] corporation can purposefully avail
itself of a forum by directing its agents or distributors to take
action there.”); Int’l Shoe, 326 U.S. at 313, 320 (by
“direct[ly] supervis[ing] and control[ling]” sales personnel
in the forum state, the defendant “received the benefits and
protection of the laws of the state” for purposes of specific
jurisdiction); Schwab Short-Term Bond Mkt. Fund v. Lloyds
Banking Grp. PLC, 22 F.4th 103, 125 (2d Cir. 2021) (“[A]
relationship of control, direction, or supervision . . . serves
the purposeful availment requirement.”) (emphasis
removed), cert. denied, 142 S. Ct. 2852 (2022); MAG IAS
Holdings, Inc. v. Schmückle, 854 F.3d 894, 901–02 (6th Cir.
2017) (defendant’s “directing and controlling” activities in
the forum state through “phone and email” and two meetings
satisfied purposeful availment); Miss. Interstate Express,
34 DAVIS V. CRANFIELD AEROSPACE SOLUTIONS
Inc. v. Transpo, Inc., 681 F.2d 1003, 1009 (5th Cir. 1982)
(defendant’s “exercise[] [of] a significant measure of
control” over activities in the forum state satisfied
purposeful availment); Whittaker Corp. v. United Aircraft
Corp., 482 F.2d 1079, 1084 (1st Cir. 1973) (defendant
purposefully availed itself of the forum by “actively
supervis[ing] or actually participat[ing] in” activities in that
state); cf. Reynolds v. Int’l Amateur Athletic Fed’n, 23 F.3d
1110, 1119 (6th Cir. 1994) (defendant did not purposefully
avail itself of the forum state, in part because it did “not
supervise” any activities there).
After dismissing Cranfield’s remote supervision of
Tamarack’s work, the majority then characterizes the two
Idaho visits made by the former’s personnel as “random,
fortuitous, and attenuated, making this case more like Picot
than Silk.” Opinion at 19.
The visits in Picot, however, were not “envisioned in the
initial . . . agreement,” 780 F.3d at 1213, which means they
were not foreseeable.6 Here, the contractual terms expressly
contemplated the visits, so they can hardly be characterized
as “random” or “fortuitous.” Nor can they be characterized
as “attenuated,” because they were to further Cranfield’s
contractually mandated supervision of Tamarack’s work in
the forum.7 This case is more like Silk that Picot, except that
6
Foreseeability rests at the center of purposeful availment, as it speaks
to whether the defendant “reasonably anticipat[ed] being haled into
court” in the forum state. Burger King, 471 U.S. at 474.
7
The other key fact distinguishing Picot is that unlike here, where
Cranfield’s performance under the first and third phases of the contract
was directed at the forum, in that case the defendant’s performance was
unrelated to the forum.
DAVIS V. CRANFIELD AEROSPACE SOLUTIONS 35
Cranfield’s contacts with the forum here are far stronger than
the contacts that sufficed for purposeful availment in Silk.
Finally, in its discussion of the parties’ course of dealing,
the majority disregards the significance of Cranfield’s
holding the ATLAS certification. By so holding it on
Tamarack’s behalf, and by affirmatively approving
Tamarack’s installation of the ATLAS system on the
accident aircraft in Idaho, the British company “performed
some type of affirmative conduct which allow[ed] or
promot[ed] the transaction of business within the forum
state.” Picot, 780 F.3d at 1212 (emphasis added) (quoting
Sher, 911 F.2d at 1362).
* * *
Sometimes we decide close cases, where only a slight
breeze might tip the balance. This is not one of them.
Plaintiffs have established that in over six years of
continuing obligations, Cranfield remotely supervised
Tamarack’s work in Idaho, physically supervised that work
in two visits expressly contemplated by their contract, held
a regulatory certification on Tamarack’s behalf that allowed
the transaction of business within the forum, and specifically
approved Tamarack’s installation of the ATLAS system on
the accident aircraft in Idaho. That’s much, much, more than
enough to establish purposeful availment under our
published cases. I respectfully dissent from today’s
aberrational decision.