Minimum Contacts in One-Off Service Contracts: Unsworn Brief “Facts,” Choice-of-Law Clauses, and In-State Injury Do Not Create Specific Jurisdiction

1. Introduction

ERC Specialists, LLC v. Schoolmates, NFP (10th Cir. July 13, 2026) arises from a familiar commercial dispute: a Utah consulting firm, ERC Specialists, LLC (“ERC Specialists”), alleged it performed contracted services to help an Illinois nonprofit, Schoolmates, NFP (“Schoolmates”), obtain pandemic-era Employee Retention Credits, and then was not paid its contingent percentage fee. ERC Specialists sued in Utah state court for breach of contract (and unjust enrichment in the alternative). Schoolmates removed to federal court in Utah on diversity grounds and moved to dismiss for lack of personal jurisdiction.

The district court dismissed, holding Utah could not constitutionally exercise personal jurisdiction over Schoolmates. On appeal, although Schoolmates did not participate (and was reportedly defunct), ERC Specialists remained “aggrieved” by the dismissal, preserving an Article III case or controversy. The Tenth Circuit affirmed.

Core issues: (1) what “facts” count at the prima facie stage for personal jurisdiction when no evidentiary hearing is held; (2) whether a single, time-limited service contract plus remote communications, a Utah choice-of-law clause, and an anticipated Utah escrow mailing arrangement create “minimum contacts” for specific jurisdiction; and (3) whether the Calder “effects test” can supply jurisdiction in a breach-of-contract setting based on injury felt in the forum.

2. Summary of the Opinion

The court held that Schoolmates lacked sufficient “minimum contacts” with Utah to support specific personal jurisdiction consistent with due process. It emphasized:

  • A plaintiff cannot create a factual dispute (for prima facie jurisdiction) through an attorney’s unsworn statements in a brief; jurisdictional facts must come from “uncontested allegations in [the] complaint” or “evidence in the form of an affidavit or declaration.”
  • On the merits, Schoolmates’ forum contacts—web-based outreach, signing a largely standardized contract, sending supporting documents, a Utah choice-of-law clause, and a contemplated Utah escrow-mailing step—resembled “discrete,” limited transactions insufficient under Tenth Circuit precedent to show purposeful direction/availment.
  • The “effects test” associated with Calder v. Jones does not expand personal jurisdiction in an ordinary contract dispute merely because the plaintiff feels nonpayment in its home state; “the plaintiff cannot be the only link between the defendant and the forum.”

3. Analysis

3.1 Precedents Cited

A. Threshold and standard-of-review framework

  • Old Republic Ins. Co. v. Cont'l Motors, Inc. (de novo review of dismissal for lack of personal jurisdiction; contract-based purposeful-direction analysis must examine negotiations, contemplated future consequences, contract terms, and course of dealing).
  • Benton v. Cameco Corp. (plaintiff bears the Rule 12(b)(2) burden; absent an evidentiary hearing, plaintiff need only make a “prima facie” showing).
  • Soma Med. Int'l v. Standard Chartered Bank (quoted in the prima facie burden articulation and later used substantively to show that limited communications and an out-of-forum banking relationship did not establish purposeful availment in Utah).
  • Emps. Mut. Cas. Co. v. Bartile Roofs, Inc. and TH Agric. & Nutrition, LLC v. Ace Eur. Grp. Ltd. (a plaintiff may satisfy the prima facie burden through affidavits or written materials; defendant can still show jurisdiction would be unreasonable after minimum contacts are shown).
  • AST Sports Sci., Inc. v. CLF Distrib. Ltd. (factual disputes are resolved in favor of the plaintiff at the prima facie stage).
  • Eighteen Seventy, LP v. Jayson (jurisdictional facts must come from the complaint or affidavit/declaration; attorney argument is not evidence).

B. Due process structure and “minimum contacts” baseline

  • Daimler AG v. Bauman (federal courts look to state long-arm law; jurisdiction must satisfy constitutional limits).
  • World-Wide Volkswagen Corp. v. Woodson (due process constraints on state-court jurisdiction).
  • XMission, L.C. v. PureHealth Rsch. and XMission, L.C. v. Fluent LLC (Utah’s long-arm statute extends to the constitutional limit, so the statutory and due process inquiries “collapse” into the due process analysis).
  • Ford Motor Co. v. Mont. Eighth Jud. Dist. Ct. (distinguishes general from specific jurisdiction; specific jurisdiction requires purposeful availment and claims that “arise out of or relate to” forum contacts).
  • Goodyear Dunlop Tires Operations, S.A. v. Brown (general jurisdiction “at home” concept, cited via Ford).
  • Dudnikov v. Chalk & Vermilion Fine Arts, Inc. and Int'l Shoe Co. v. Washington (minimum contacts and “fair play and substantial justice” formulation).
  • Walden v. Fiore and Hanson v. Denckla (purposeful availment; defendant must create contacts with the forum; plaintiff cannot be the only link).
  • Bristol-Myers Squibb Co. v. Superior Court of Cal. (“arise out of or relate to” requirement, cited via Ford).

C. Contract-focused purposeful availment comparison cases

  • Burger King Corp. v. Rudzewicz (contract cases require evaluating prior negotiations, future consequences, contract terms, and course of dealing; a contract alone is not dispositive).
  • Dental Dynamics, LLC v. Jolly Dental Group, LLC (repeated but still “isolated sale” transactions without long-term obligations did not establish purposeful direction; no in-person negotiations; emphasized “discrete occurrence”).
  • Pro Axess, Inc. v. Orlux Distribution, Inc. (jurisdiction proper where defendant solicited a Utah company and the contract required a continuing, service-heavy relationship with extensive communications; contacts had “quality” as the parties built/maintained/salvaged the relationship).
  • Anzures v. Flagship Rest. Grp. and Far W. Cap., Inc. v. Towne (choice-of-law clauses are relevant to expectations, but not controlling).

D. “Effects test” limits

  • Calder v. Jones (origin of effects-based jurisdiction concept).
  • Shrader v. Biddinger (purposeful direction; in internet-related contexts, jurisdiction depends on deliberately directing a message to a forum audience and intending harm there).
  • Old Republic Ins. Co. v. Cont'l Motors, Inc. (again) (effects test typically in intentional torts like defamation/trademark; Calder involved publication in the forum—conduct effectively occurring there; warned against relying on plaintiff’s forum injury alone).

E. Appellate justiciability with a nonparticipating appellee

  • Raley v. Hyundai Motor Co. (an appellant “aggrieved by the order” satisfies case-or-controversy requirements even if the appellee does not actively litigate).
  • Thomas v. Metro. Life Ins. Co. (quoted in Raley on the “aggrieved” principle).

3.2 Legal Reasoning

A. What facts count: attorney argument is not evidence

ERC Specialists tried to add a jurisdictionally helpful fact—an alleged IRS power-of-attorney form executed by Schoolmates—by stating it in an opposition brief. The court treated this as a non-fact for Rule 12(b)(2) purposes because, under Eighteen Seventy, LP v. Jayson, the prima facie record consists of complaint allegations and competent written evidence (affidavits/declarations and attachments). The court reiterated the distinction between (i) resolving factual disputes in plaintiff’s favor (AST Sports Sci., Inc. v. CLF Distrib. Ltd.) and (ii) manufacturing disputes with unsworn advocacy. This is a practical evidentiary gatekeeping rule: briefing may frame disputes, but it does not prove them.

B. Minimum contacts: a time-limited, one-off service arrangement is a “discrete occurrence”

Applying Old Republic Ins. Co. v. Cont'l Motors, Inc. and Burger King Corp. v. Rudzewicz, the court asked whether Schoolmates purposefully directed activities at Utah through negotiations, future consequences, contract terms, and course of dealing. Even taking the record in ERC Specialists’ favor (Schoolmates contacted ERC Specialists through its website; sent “numerous” documents), the relationship was characterized as narrow and finite:

  • No Schoolmates personnel traveled to Utah; execution/negotiation occurred remotely.
  • The contract was a form agreement with little sign of individualized negotiation.
  • The work concerned a tax credit “no longer available,” undercutting any expectation of ongoing Utah-centered obligations.
  • A Utah choice-of-law clause was “relevant” but not sufficient.
  • The escrow-check mailing arrangement to Utah was contemplated, but the record did not show it actually happened; even if it had, it would add only a small number of communications.

The court analogized the case to Soma Med. Int'l v. Standard Chartered Bank (limited communications, no solicitation shown, insufficient for Utah jurisdiction) and Dental Dynamics, LLC v. Jolly Dental Group, LLC (transactions lacking long-term obligations are not purposeful forum direction). It distinguished Pro Axess, Inc. v. Orlux Distribution, Inc., where the defendant solicited a Utah firm into a continuing, service-intensive relationship with extensive back-and-forth communications that reflected active relationship-building and performance management.

C. “Effects” jurisdiction: the court rejects importing Calder into ordinary contract nonpayment

ERC Specialists’ fallback theory was that nonpayment caused injury in Utah, and therefore Utah could exercise jurisdiction under an effects-based approach (citing the Tenth Circuit’s Dudnikov v. Chalk & Vermilion Fine Arts, Inc. articulation of Calder v. Jones). The court declined to extend the effects test to this contract case for two related reasons grounded in Walden v. Fiore and Old Republic Ins. Co. v. Cont'l Motors, Inc.:

  • Effects-based jurisdiction is most commonly applied to intentional torts (defamation, trademark) where the conduct is meaningfully “aimed” at the forum (e.g., publication in the forum in Calder).
  • In contract disputes, forum injury is almost always felt where the plaintiff resides; accepting that as sufficient would improperly make the plaintiff’s location “the only link” to the forum, contrary to Walden v. Fiore.

As a result, the alleged Utah-centered harm did not cure the absence of defendant-created Utah contacts.

D. No need to reach “fair play and substantial justice”

Because ERC Specialists failed at the minimum-contacts step, the court did not proceed to whether jurisdiction would be unreasonable under the “traditional notions of fair play and substantial justice” prong associated with Int'l Shoe Co. v. Washington.

3.3 Impact

Although labeled a non-precedential “Order and Judgment,” the decision consolidates several practical lessons likely to influence future litigation behavior in the Tenth Circuit (and to be cited persuasively):

  • Jurisdictional proof discipline: Plaintiffs must place key jurisdictional facts into competent evidence (affidavit/declaration or attachments), not just briefing. This matters in early Rule 12(b)(2) practice where cases are often decided on paper.
  • Choice-of-law clauses are weak jurisdictional anchors: A Utah choice-of-law clause may support expectations, but it will not substitute for purposeful forum direction.
  • One-off, time-limited service contracts will face heightened jurisdiction skepticism: Where the relationship is finite and not structured as a continuing forum-centered collaboration, defendants can more readily defeat forum jurisdiction even if they initiated contact via a website and exchanged performance-related documents.
  • Limits on “effects” arguments in contract cases: Plaintiffs should not expect to bootstrap jurisdiction from “injury at home” when the defendant’s conduct is not expressly aimed at the forum in the sense discussed in Calder v. Jones and its Tenth Circuit progeny.
  • Appellate review can proceed despite appellee nonparticipation: The court’s reliance on Raley v. Hyundai Motor Co. underscores that an appeal does not become nonjusticiable merely because the appellee is defunct or declines to appear, so long as the appellant remains aggrieved by an extant judgment.

4. Complex Concepts Simplified

Personal jurisdiction
A court’s constitutional power to require a defendant to litigate in that forum. Even if a claim is valid, it can be dismissed if the forum lacks power over the defendant.
General vs. specific jurisdiction
General jurisdiction allows suit on any claim where the defendant is “at home.” Specific jurisdiction is narrower: it requires that the defendant purposefully engaged with the forum and that the lawsuit is tied to those forum contacts.
Minimum contacts / purposeful availment
The defendant must have created meaningful connections with the forum state (not just with a person who lives there). In contract cases, courts look at negotiation, ongoing obligations, and the real-world course of dealing—not just the existence of a contract.
Prima facie showing (Rule 12(b)(2))
When there is no evidentiary hearing, the plaintiff need not prove jurisdiction conclusively, but must present competent materials that, if true, would support jurisdiction. Unsworn statements by counsel in a brief do not count as evidence.
Calder “effects test”
A doctrine sometimes used for intentional torts where the defendant’s conduct is expressly aimed at the forum, and the defendant knows the main harm will be felt there. This opinion cautions that ordinary contract nonpayment—harm felt where the plaintiff resides—does not automatically satisfy this test.

5. Conclusion

The Tenth Circuit affirmed dismissal for lack of personal jurisdiction because Schoolmates’ contacts with Utah—remote contracting, limited performance communications, a Utah choice-of-law clause, and a contemplated escrow mailing—did not amount to purposeful direction or ongoing obligations tied to Utah. The court also rejected an attempt to rely on in-forum injury under Calder v. Jones in a routine contract dispute, reiterating that a plaintiff’s residence and felt injury cannot be “the only link” between defendant and forum under Walden v. Fiore. Finally, the decision reinforces a practical litigation rule: jurisdictional facts must be established through complaints and competent evidence, not unsworn briefing.