EX PARTE DILL

WOODALL, Justice.

Dill, Dill, Carr, Stonbraker Hutchings, P.C., and Fay Matsukage petition this Court for a writ of mandamus directing the Shelby Circuit Court to vacate its order denying their motion to dismiss, for lack of in personam jurisdiction, the plaintiffs' claims against them in two actions pending in that court. We grant the petition.

This dispute arose out of failed investment plans developed by some, or all, of the following: (1) Steven S. Nichols, (2) Charles E. Dickerson, (3) Lawrence B. Lavin, (4) Andrew P. Leventis, Jr., (5) Myron Livingston, (6) Hugh MaCaulay, (7) Frank M. Miller, (8) James C. Norton, (9) Joseph L. Pertz, Jr., (10) Philip A. Sharpton, and (11) Charlie M. Thackston (hereinafter referred to collectively as the "Developers"). Of those 11 Developers, only one — James Norton — was an Alabama resident. The investment plans envisioned raising funds through the sale of securities for reinvestment in companies owned by Richard Homa and Michael Gause. Through those companies, which included C4T, Inc. ("C4T"), and Sunset Financial Services, L.L.C. ("Sunset"), Homa and Gause operated a number of stores, known as "Cash 4 Titles."

According to the Developers, "Messrs Homa and Gause raised money from investors (such as Plaintiffs in this case) that was to be loaned to C4T, which in turn would finance the Cash 4 Titles' stores to make car loans to the general public." Respondents' Brief in Opposition to Petitioners' Petition for Writ of Mandamus (hereinafter "Respondents' Brief"), at 4. "Messrs Homa and Gause agreed to pay investors between 1% and 4% per month on funds loaned to C4T and remit the interest payments to investors on a monthly basis." Id.

In February 1998, five individuals, including Nichols, Sharpton, Pertz, and Norton, implemented the first of two investment plans. They did so by forming Bellwether Holdings, L.L.C. ("Bellwether"), a Colorado limited-liability company, through which they — as "managing marketers" — proposed to issue 270-day promissory notes to potential investors throughout the United States. As they explain it, "The money raised from the sale of the promissory notes would be pooled and transferred to C4T for use in the Cash 4 Title stores. C4T would then remit interest payments monthly to Bellwether, which would then be remitted to Bellwether's investors." Respondent's Brief, at 5.

Dill — a Colorado law firm located in Denver — was, according to the Developers, retained by Bellwether to "review the Bellwether securities offering to ensure it complied with the State (including Alabama) and Federal securities laws where the promissory notes were being sold, [and to determine] whether any State or Federal securities filings needed to be made and whether the promissory notes were exempt securities." Affidavit of Steven Nichols. The Developers allege that this project was undertaken specifically by Matsukage, a lawyer and shareholder in Dill. According to the Developers, Matsukage represented that the offering documents and the promissory notes complied with the securities laws of the United States and of those states in which Bellwether proposed to sell the notes.

From March 1998 to June 10, 1999, Bellwether sold the promissory notes and invested the proceeds in C4T. Seven individuals residing in Alabama, including Mary Champion and Allen Austin, invested approximately $527,292 in the Bellwether offering.

In June 1998, the Developers created a second entity through which to raise money for investment in the car-title-loan business. More specifically, the Developers formed Southwestern Holdings, L.L.C. ("Southwestern"), to loan money to Sunset, a foreign entity with its principal place of business in Georgia. Through Southwestern, they proposed to issue seven-year bonds to investors throughout the United States.

Southwestern was organized under the laws of Nevada. Southwestern's "Private Placement Memorandum" describes Nichols as the "Managing Director." In that document, the other Developers, including Norton, were described as "Marketing Managers."

Dill was retained, among other things, to draft offering documents for Southwestern's seven-year bonds and to ensure that the bond offering complied with the securities laws of the United States and of the states in which the bonds were to be sold. It is undisputed that Matsukage was the Dill attorney responsible for providing those services.

In that connection, she prepared and mailed to the securities commissions of various states — including Alabama — an instrument, styled "Form D Notice of Sale of Securities Pursuant to Regulation D, Section 4(6), and/or Uniform Limited Offering Exemption" (the "Form-D notice"). The eight-page form primarily contains information regarding (1) the date of Southwestern's organization or incorporation; (2) Steven Nichols's name and his address as Southwestern's "promoter" and "general and/or managing partner"; (3) the "minimum investment [to] be accepted from any individual"; and (4) the "aggregate offering price" of the bonds to be offered. Accompanying the Form-D notice was a "Form U-2 Uniform Consent to Service of Process" (the "consent form"), by which Southwestern appointed the secretary of state as its attorney to receive process. Also on that form was the following:

"It is requested that a copy of any notice, process or pleading served hereunder be mailed to:

"Fay M. Matsukage, Esq.

Dill, Dill, Carr, Stonbraker Hutchings, P.C.

455 Sherman Street, Suite 300

Denver, Colorado 80203"

In their briefs to this Court, the parties refer — as we do hereinafter collectively — to the mailing of the Form-D notice and the consent form to the Alabama Securities Commission as the "blue-sky filing."

From March 1999 through June 10, 1999, Southwestern sold bonds and loaned the proceeds from the sale to Sunset. Nineteen Alabama residents invested $2,539,000 in the Southwestern offering.

Southwestern and Bellwether investors received their interest payments until October 1, 1999. By that time, an investigation of Homa and Gause by the United States Securities and Exchange Commission ("the SEC") had revealed that Homa and Gause were involved in what the Developers describe as a "Ponzi" scheme. As the Developers describe it:

"Unbeknownst by any of the Plaintiffs in this lawsuit, most, if not all, of the investor funds were not used by C4T [or Sunset] for the car title loan business. Instead, C4T [and Sunset] transferred the funds to accounts at the Bank of Bermuda in the Cayman Islands controlled by Messrs Homa and Gause and used the funds, in classic Ponzi scheme fashion, to pay interest to investors and pay personal expenses for Messrs Homa and Gause to support their lavish lifestyle. It is estimated Messrs Homa and Gause collected in excess of $200 million from over 2,200 investors.

"In October 1999, the [SEC] uncovered the scheme and arrested Messrs Homa and Gause. Messrs Homa and Gause [pleaded] guilty to criminal violations of federal securities laws. Mr. Gause is [currently] incarcerated, serving a 12 year sentence. Mr. Homa is awaiting federal sentencing."

Respondents' Brief, at 4.

The SEC eventually included in its investigation some of the Developers, including Alabama resident James Norton. Indeed, Norton retained Dill in October 1999 to represent him in the SEC investigation. Norton's representation was undertaken by attorney John A. Hutchings.

On April 27, 2001, Bellwether, Southwestern, 8 of the Developers, and 19 other individuals or entities residing in 7 states, who had invested in Bellwether or Southwestern, commenced case CV-01-430 in the Shelby Circuit Court against, among others not material to this proceeding, Dill, Hutchings, and Matsukage. On May 11, 2001, a complaint was filed in case CV-01-430 by Mary Champion and others, which amended or "superseded" the original complaint. The amended complaint contained the claims of approximately 135 plaintiffs, in addition to the claims of the plaintiffs in the original complaint (that case is hereinafter referred to as " Champion"). In all, Champion involved the claims of plaintiffs from 17 states in which the Bellwether and Southwestern securities were sold. The claims against Dill and Matsukage were set forth in 22 counts. Of those counts, 17 alleged violations of the securities laws of 17 states in which Bellwether and Southwestern securities were sold. The remaining counts alleged (1) breach of contract, (2) common-law fraud, (3) breach of fiduciary duty, (4) professional malpractice, and (5) negligent supervision.

On September 12, 2001, Allen Austin, an Alabama resident, and a second group of plaintiffs, who had invested in Bellwether, Southwestern, or both, commenced case CV-01-971 in the Shelby Circuit Court (that case is hereinafter referred to as " Austin"). The complaint in Austin contained claims against Dill and Matsukage, alleging violations of the securities laws of 11 states, including 2 states not alleged in Champion. Like the complaint in Champion, the Austin complaint also contained counts against Dill and Matsukage alleging (1) breach of contract, (2) common-law fraud, (3) breach of fiduciary duty, (4) professional malpractice, and (5) improper supervision. Neither Austin nor Champion alleged violations of the securities laws of the United States. On March 1, 2002, Dill and Matsukage filed a motion to dismiss, challenging the exercise of personal jurisdiction over them in both cases. The trial court denied the motion. Dill and Matsukage seek a writ of mandamus directing the trial court to dismiss the claims against them. Dill and Matsukage contend that the exercise of in personam jurisdiction over them is unauthorized by Ala.R.Civ.P. 4.2(a), Alabama's "long-arm" rule, and offends the due-process guarantees of the United States Constitution. We agree with these contentions.

We reiterate that a petition for a writ of mandamus is the proper device by which to challenge the denial of a motion to dismiss for lack of in personam jurisdiction. See Ex parte McInnis, 820 So.2d 795 (Ala. 2001); Ex parte Paul Maclean Land Servs., Inc., 613 So.2d 1284, 1286 (Ala. 1993). "`An appellate court considers de novo a trial court's judgment on a party's motion to dismiss for lack of personal jurisdiction.'" Ex parte Lagrone, [Ms. 1010758, June 21, 2002] 839 So.2d 620, 523 (Ala. 2002) (quoting Elliott v. Van Kleef, 830 So.2d 726, 729 (Ala. 2002)). Moreover, "[t]he plaintiff bears the burden of proving the court's personal jurisdiction over the defendant." Daynard v. Ness, Motley, Loadholt, Richardson Poole, P.A., 290 F.3d 42, 50 (1st Cir. 2002). See also Beasley v. Schuessler, 519 So.2d 551, 553 (Ala.Civ.App. 1987); 5 C. Wright A. Miller, Federal Practice and Procedure § 1351 (2d ed. 1990).

"A physical presence in Alabama is not a prerequisite to personal jurisdiction over a nonresident." Sieber v. Campbell, 810 So.2d 641, 644 (Ala. 2001). What is required, however, is that the defendant have such contacts with Alabama that it "`should reasonably anticipate being haled into court [here].'" Dillon Equities v. Palmer Cay, Inc., 501 So.2d 459, 462 (Ala. 1986) (quoting World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 297 (1980)).

Depending on the quality and quantity of the contacts, jurisdiction may be either general or specific. Leventhal v. Harrelson, 723 So.2d 566, 569 (Ala. 1998). "General jurisdiction applies where a defendant's activities in the forum state are `substantial' or `continuous and systematic,' regardless of whether those activities gave rise to the lawsuit. . . . A court has specific jurisdiction when a defendant has had few contacts with the forum state, but those contacts gave rise to the lawsuit." Id.

But regardless of whether jurisdiction is alleged to be general or specific, the nexus between the defendant and the forum state must arise out of "`an action of the defendant [that was] purposefully directed toward the forum State.'" Elliott, supra, 830 So.2d at 731 (quoting Asahi Metal Indus. Co. v. Superior Court of California, 480 U.S. 102, 112 (1987)). "This purposeful-availment requirement assures that a defendant will not be haled into a jurisdiction as a result of '"the unilateral activity of another person or a third person."'" Elliott, 830 So.2d at 731 (quoting Burger King Corp. v. Rudzewicz, 471 U.S. 462, 475 (1985)).

Rule 4.2(a)(2), Ala.R.Civ.P., sets forth specific "requirements for [the exercise of] personal jurisdiction over a nonresident defendant." Murray v. Alfab, Inc., 601 So.2d 878, 883 (Ala. 1992). Rule 4.2(a)(2) provides, in pertinent part:

"(2) Sufficient Contacts. A person has sufficient contacts with the state when that person, acting directly or by agent, is or may be legally responsible as a consequence of that person's

"(A) transacting any business in this state;

"(B) contracting to supply services or goods in this state;

"(C) causing tortious injury or damage by an act or omission in this state including but not limited to actions arising out of the ownership, operation or use of a motor vehicle, aircraft, boat or watercraft in this state;

"(D) causing tortious injury or damage in this state by an act or omission outside this state if the person regularly does or solicits business, or engages in any other persistent course of conduct or derives substantial revenue from goods used or consumed or services rendered in this state; [or]

". . . .

"(I) otherwise having some minimum contacts with this state and, under the circumstances, it is fair and reasonable to require the person to come to this state to defend an action. The minimum contacts referred to in this subdivision (I) shall be deemed sufficient, notwithstanding a failure to satisfy the requirement of subdivisions (A)-(H) of this subsection (2), so long as the prosecution of the action against a person in this state is not inconsistent with the constitution of this state or the Constitution of the United States."

In denying the motion to dismiss, the trial court did not indicate whether it regarded its jurisdiction to be general or specific. The plaintiffs in Austin and Champion (those plaintiffs are hereinafter referred to collectively as "the respondents") contend that Dill's contacts with Alabama constitute a sufficient basis for both general and specific jurisdiction. In particular, they insist that jurisdiction is proper, based on Rule 4.2(a)(2)(A)-(D) and (I). We first consider the respondents' contention that Dill is subject to general jurisdiction.

In this connection, the respondents insist that Dill "has had `continuous and systematic' contacts with the State of Alabama since 1994," which contacts, they argue, are sufficient "to sustain general personal jurisdiction." Respondents' Brief, at 47. Specifically, they allege:

"[1.] From 1994 through 1999, [Dill] represented a foreign national residing in Alabama; sent correspondence, facsimiles and made telephone calls into the State of Alabama in connection with the representation; and made a trip to the State of Alabama as part of the representation.

"[2.] [Dill] received compensation for these services from the Alabama resident from the State of Alabama.

"[3.] [John] Hutchings has also traveled to Alabama on two (2) occasions, one of those occasions between 1996 and 1998, as part of his legal representation of other clients.

"[4.] [Dill] represented Jim Norton, an Alabama resident and partial owner of Bellwether, with respect to the Bellwether offering.

"[5.] Mr. Norton paid to [Dill] funds derived from the State of Alabama for [Dill's] legal services rendered with respect to the Bellwether offering.

"[6.] [Dill] represented Jim Norton, an Alabama resident and a partial owner of Southwestern, with respect to the Southwestern offering.

"[7.] Mr. Norton paid to [Dill] funds derived from the State of Alabama for [Dill's] legal services rendered with respect to [the] Southwestern offering.

"[8.] [Dill] and [Fay] Matsukage made a Blue Sky filing with the Alabama Securities Commission for the Southwestern offering.

"[9.] [Dill] and Ms. Matsukage are registered with the Alabama Securities Commission as the agents for process of service of Southwestern.

"[10.] Mr. Hutchings has recently been retained to represent the same group of corporations controlled by the foreign national he was representing from 1994-1999, who is still a resident of the State of Alabama.

"[11.] [Dill] is [currently] receiving compensation from the Alabama resident for this representation.

"[12.] Mr. Hutchings and [Dill] represented Mr. Norton, an Alabama resident, as part of the SEC's investigation into Bellwether and Southwestern.

"[13.] Mr. Hutchings had numerous conversations with Mr. Norton regarding his representation of Mr. Norton while Mr. Norton was in the State of Alabama.

"[14.] [Dill] and Mr. Hutchings sent invoices into the State of Alabama by mail to Mr. Norton for payment of legal services rendered to Mr. Norton.

"[15.] [Dill] received income derived from the State of Alabama from Mr. Norton for this representation.

"[16.] [Dill] continued to send invoices to Mr. Norton for alleged balances owed on Mr. Hutchings' representation of Mr. Norton with respect to the SEC investigation until these actions were filed."

Paragraphs 1 and 3 allege that, between 1994 and 1999, Dill represented certain clients in Alabama, in addition to those involved in this dispute. Evidence regarding that representation comes exclusively from the affidavit of John Hutchings. That affidavit states, in pertinent part:

"11. Neither [Dill] nor any of its shareholders regularly does business in the State of Alabama. After a diligent personal review, the affiant is informed and believes and upon such information and belief states, that the only business conducted in the State of Alabama by any shareholder of [Dill] occurred during approximately the 1994 through 1999 time period when the affiant represented a group of related corporations controlled by a foreign national (who was residing in Alabama during that period) with respect to certain general business and international law issues. That representation did not involve or pertain to Alabama law. The affiant's representation of that individual was primarily performed through the use of the telephone, facsimile and U.S. mail systems. In fact, the affiant only made one trip to Alabama as part of that representation — a trip which occurred in or around 1995. Moreover, the affiant, based upon his information and belief, further states that he has been in the State of Alabama only two other times for clients other than the one described above. These visits each lasted less than one day with the first visit occurring in the mid 1980's and the second visit occurring sometime between 1996 and 1998. Neither the affiant's representation of the foreign national, nor the two other trips he made to the State of Alabama, relate in any way to the allegations set forth in the Plaintiff's Complaint in the above-styled action.

". . . .

"13. After a diligent personal review, the affiant is informed and believes, and upon such information and belief states, that neither [Dill] nor any of its shareholders have ever represented any individual residing in (or entity domiciled or organized under the laws of) the State of Alabama, other than as described in Paragraph 11 above. That representation, which did not relate to Alabama law and which has no relation to the facts set forth in the plaintiffs' Complaint in the above-styled action, began sometime in approximately 1994 and ended sometime in approximately 1999. Recently, [Dill] has been requested to provide limited representation to one of the foreign corporations of the group of related corporations referred to in Paragraph 11 above. [Dill] has agreed to provide such representation.

". . . .

"15. Neither [Dill] nor any of its shareholders derive or has derived any substantial revenue from goods used or consumed or services rendered in the State of Alabama, other than the revenues earned from the representation described in Paragraph 11, above. Notably, the revenue earned from that single representation was not substantial in relation to the overall revenues of [Dill] during that same time period."

(Emphasis added.)

The affidavit is more instructive for what it omits than for what it reveals. Although it concedes representation of clients having some connection with Alabama over a period of years, both before and after the events giving rise to this action, it contains no specific information as to the nature of the contacts associated with that representation. For example, the clients not only are anonymous, but are not sufficiently described to determine their state, or states, of residency. Apparently, the corporations Dill represented were not organized under the laws of Alabama. Paragraph 13 of the affidavit specifically states that one of the clients was "one of the foreign corporations of the group of related corporations [controlled by a foreign national who was residing in Alabama during that period]." Both paragraphs state that the representation did not involve Alabama law.

Moreover, the affidavit is ambiguous as to which of those persons or entities was actually Hutchings's client. Hutchings once says that "he represented a group of related corporations controlled by a foreign national." Elsewhere, he says that he represented the "foreign national." The distinction is not one of mere semantics for purposes of a minimum-contacts analysis. If Dill's clients were, in fact, foreign corporations, the one trip Hutchings made to Alabama may have been the only contact with this state related — even tangentially — to his representation. The distinction is important for purposes of the foreseeability of defending against a suit in Alabama. However, the materials filed in this case do not provide an evidentiary basis for resolution of this issue or similar contact issues.

Paragraphs 10 and 11 of the respondents' allegations allege that Hutchings "has recently been retained to represent [that] same group of corporations controlled by the foreign national," and that "[Dill] is [currently] receiving compensation from the Alabama resident for this representation." These allegations are irrelevant to an assessment of the nexus of Dill's contacts with Alabama. Elliott v. Van Kleef, 830 So.2d 726, 731 (Ala. 2002) ("`[o]nly contacts occurring prior to the event causing the litigation may be considered'" (quoting Farmers Ins. Exch. v. Portage La Prairie Mut. Ins. Co., 907 F.2d 911, 913 (9th Cir. 1990)).

Hutchings also states that he made a total of three trips to Alabama, only one of which related to the "foreign national." The other trips were taken in connection with the representation of other clients, about whom we are told absolutely nothing. One of the trips was in the 1980's, and the other was in approximately 1997. Thus, evidence of contacts arising out of those attorney-client relationships is even less illuminating than that regarding Hutchings's representation of the "foreign national." There is no evidence as to where the contracts were negotiated, originated, or were consummated, or whether third parties were involved in the formation of those attorney-client relationships. See United Elec., Radio Mach. Workers of America v. 163 Pleasant Street Corp., 960 F.2d 1080, 1089 (1st Cir. 1992) ("in a contract case, the defendant's forum-based activities must be `instrumental in the formation of the contract'"). There is no evidence of the nature, or the value, of Dill's services. There is no evidence as to where the litigation — if any — occurred.

"[C]ase law overflows on the point that providing out-of-state legal representation is not enough to subject an out-of-state lawyer or law firm to the personal jurisdiction of the state in which a client resides." Cape v. von Maur, 932 F. Supp. 124, 128 (D.Md. 1996) (citing Sher v. Johnson, 911 F.2d 1357, 1363 (9th Cir. 1990); Austad Co. v. Pennie Edmonds, 823 F.2d 223 (8th Cir. 1987); Kowalski v. Doherty, Wallace, Pillsbury, Murphy, 787 F.2d 7 (1st Cir. 1986); and Mayes v. Leipziger, 674 F.2d 178 (2d Cir. 1982)). "The mere existence of an attorney-client relationship, unaccompanied by other sufficient contacts with the forum, does not confer personal jurisdiction over the non-resident in the forum state; more is required." Sawtelle v. Farrell, 70 F.3d 1381, 1392 (1st Cir. 1995) (emphasis added). See also Porter v. Berall, 142 F. Supp.2d 1145 (W.D.Mo. 2001), aff'd, 293 F.3d 1073 (8th Cir. 2002); Elliott v. Van Kleef, supra. In the context of the attorney-client relationship, a lawyer's out-of-state activities, undertaken on behalf on an in-state client — however substantial — are immaterial to a minimum-contacts analysis.

It is undisputed that the "other" attorney-client relationships ambiguously described in the Hutchings affidavit are unrelated to this litigation. Those amorphous contacts cannot, as the respondents insist, form the basis for general jurisdiction. The contacts are not "regular" or "systematic." As described, they are, at most, random and sporadic. Thus, we are compelled to discount altogether the contacts with other clients as a basis for jurisdiction.

In paragraphs 4 and 6, the respondents contend that Dill and Matsukage "represented Jim Norton, an Alabama resident," in connection with the Bellwether promissory-note offering and the Southwestern bond offering. This contention, however, mischaracterizes their representation. The respondents present no evidence to indicate that they ever purported to represent Norton. On the contrary, the evidence, to the extent it conflicts and is construed in favor of the respondents, demonstrates that they represented Bellwether, and it demonstrates conclusively that they represented Southwestern.

Bellwether and Southwestern were limited-liability companies, of which Norton was merely a fractional owner. His share in Bellwether — at least as to responsibility for Dill's fee — was one-sixth, and in Southwestern, one-eleventh. We are directed to no evidence indicating that Norton ever contracted with Dill. Instead, it was Nichols who contracted with Dill on behalf of both companies. Nichols's official designation was " Managing Director." The other Developers, including Norton, were officially designated "Marketing Managers."

In paragraphs 5 and 7 of their allegations, the respondents argue that jurisdiction may be premised on the fact that Dill received compensation for representing Norton. As we explained in the preceding part of this opinion, Dill did not represent Norton. Also, to reiterate, the rule is well established that "providing out-of-state legal representation is not enough to subject an out-of-state lawyer or law firm to the personal jurisdiction of the state in which a client resides." Cape v. von Maur, 932 F. Supp. at 128. That rule would have little meaning if the firm could not merely invoice for its services without losing the benefit of the rule. For these reasons, this argument does not aid the respondents.

In paragraphs 12-16, the respondents argue that Dill is subject to jurisdiction in Alabama because Hutchings represented Norton in the SEC investigation of Norton's involvement in Bellwether and Southwestern. This argument is based on Norton's affidavit, which states, in part:

"2. In October 1999, I retained Jack Hutchings (`Mr. Hutchings') . . . to represent me in connection with the SEC's investigation into Bellwether [and] Southwestern . . . . I paid Mr. Hutchings $2,000.00 by check which was mailed from the State of Alabama to Mr. Hutchings for his representation. I received the cancelled check indicating Mr. Hutchings negotiated the check and I have no reason to believe [Dill] did not receive the money.

"3. During Mr. Hutchings' representation of me, I had numerous telephone conversations with Mr. Hutchings regarding the SEC's investigation while I was in the State of Alabama at my residence and on my telephone. Mr. Hutchings provided to me legal representation and advice during those conversations for addressing various SEC requests.

"4. I would receive correspondence at my residence in the State of Alabama from Mr. Hutchings and would receive legal bills for services he allegedly rendered by mail at my home in the State of Alabama. I continued to receive periodic invoices from [Dill] by mail into the State of Alabama at my home address for alleged past due amounts owed for Mr. Hutchings' services as late as six (6) months ago. The bills coincidentally ceased coming to my residence in Alabama when I filed suit against Ms. Matsukage and [Dill]."

This argument fails for the same reasons expressed in Parts III.A.1 and A.3. of this opinion. It is undisputed that all the legal work performed for Norton was performed in Colorado and that the representation occurred before the SEC, that is, outside Alabama. In other words, Dill did not purport to provide Norton in-state representation. As we have stated previously in this opinion, a lawyer's out-of-state activities, undertaken on behalf on an in-state client — however substantial — are immaterial to a minimum-contacts analysis.

The respondents contend that the blue-sky filing gives rise to both general and specific jurisdiction. See paragraphs 8-9 of the respondents' allegations. Both the general-jurisdiction and specific-jurisdiction aspects of the blue-sky filing are discussed in Part III.B. of this opinion.

The respondents allege that Dill "prepared and performed an erroneous securities filing in the State of Alabama," and they contend that jurisdiction arises, both generally and specifically, out of this filing. Respondents' Brief, at 59. Both species of jurisdiction are authorized by Rule 4.2(a)(2)(I), the "catch-all provision" of Alabama's long-arm rule. See Jerome Hoffman Sandra Guin, Alabama Civil Procedure § 2.48 (1990). Subsection (I) "extends the jurisdiction of this state's courts to the permissible limits of due process." Martin v. Robbins, 628 So.2d 614, 617 (Ala. 1993). We first consider whether the one-time filing of a Form-D notice with the Alabama Securities Commission in connection with the Southwestern bond offering — the sole contact material to our analysis — forms a basis for the exercise of specific jurisdiction. If it does not, then, a fortiori, it does not give rise to general jurisdiction.

The respondents argue that Alabama has specific jurisdiction over Dill and Matsukage under the "effects test" set forth in Calder v. Jones, 465 U.S. 783 (1984), and adopted by this Court. See Keelean v. Central Bank of the South, 544 So.2d 153, 157 (Ala. 1989), overruled on other grounds, Professional Ins. Corp. v. Sutherland, 700 So.2d 347 (Ala. 1997); Alabama Waterproofing Co. v. Hanby, 431 So.2d 141 (1983). According to Nichols's affidavit, the blue-sky filings "indicated [that] the bonds were exempt securities, which [was not the case, because] the bonds [were] not exempt securities and required additional and different filings." (Emphasis added.) Elsewhere, the respondents state that Dill and Matsukage "prepared and performed an erroneous securities filing in the State of Alabama." Respondents' Brief, at 59 (emphasis added). The respondents state: "[H]ad [Dill and Matsukage] gone through the proper registration process, the bonds would not have been allowed to be sold in Alabama since they could not have met the registration requirements." Id. at 39.

When specific jurisdiction is the basis for adjudication of claims against an out-of-state defendant, due process requires "a clear, firm nexus between the acts of the defendant and the consequences complained of in order to establish the necessary contacts." Duke v. Young, 496 So.2d 37, 39 (Ala. 1986) (applying the effects test). Discussing Calder, Duke explained:

"There the plaintiff was a resident of California. The defendants were residents of Florida. The defendants were employed as a writer and as an editor for National Enquirer, Inc., a Florida corporation having its principal place of business in Florida. The defendants were alleged to have authored and edited an article injurious to plaintiff, that article having been disseminated in, among other places, California. The Court did not find it necessary to look for physical contacts between the defendants and the forum state. It was the nature of the defendant's activities rather than the place of their occurrence that the Court considered: '[P]etitioners are not charged with mere untargeted negligence. Rather, their intentional, and allegedly tortious, actions were expressly aimed at California. . . . [T]hey knew [the article] would have a potentially devastating impact upon respondent. And they knew that the brunt of that injury would be felt by respondent in the State in which she lives . . . .' [ Calder v. Jones], 465 U.S. [783] at 789-90, 104 S.Ct. at 1487, 79 L.Ed.2d at 812 [(1984)].

". . . [T]he Supreme Court concluded, '[P]etitioners are primary participants in an alleged wrongdoing intentionally directed at a California resident, and jurisdiction over them is proper on that basis.' Id., 465 U.S. at 790, 104 S.Ct. at 1487, 79 L.Ed.2d at 813."

496 So.2d at 39 (emphasis added).

We disagree with the respondents' contention that the evidence here satisfies the effects test. That test is particularly relevant to the "purposeful-availment requirement" of due process. United States v. Swiss American Bank, Ltd., 274 F.3d 610, 624 (1st Cir. 2001). It presupposes a foreseeable injury to an identified, or identifiable, plaintiff. Bancroft Masters, Inc. v. Augusta Nat'l Inc., 223 F.3d 1082, 1088 (9th Cir. 2000) ("The presence of individualized targeting is what separates these cases from others in which we have found the effects test unsatisfied.").

Here, the alleged "negligence" is considerably less "targeted" than was the wrongdoing in Calder. There, "[t]he allegedly libelous story concerned the California activities of a California resident. It impugned the professionalism of an entertainer whose television career was centered in California." 465 U.S. at 788 (footnote omitted). "The article was drawn from California sources, and the brunt of the harm, in terms both of respondent's emotional distress and the injury to her professional reputation, was suffered in California. In sum, California [was] the focal point both of the story and of the harm suffered." Id. at 788-89. At the time of the alleged wrongdoing in Calder, there was an identifiable plaintiff, whose injury was foreseeable and directly traceable to the defendants' conduct.

At the time of the alleged erroneous securities filing in this case, the individual plaintiffs were unidentified and unidentifiable. Unlike Calder, here there was no foreseeable harm to any particular plaintiff. Moreover, similar filings were sent to the securities commissions of at least 18 other states, whose residents are also involved in this litigation. Indeed, according to the unrefuted allegations, Dill filed the Form-D notice only in states to which it was directed by those of the respondents who were also Developers, that is, in those states in which the Developers proposed to sell the Southwestern bonds. Moreover, it was not Dill or Matsukage, but the respondents, or some of them, who sold the securities in Alabama. Thus, to the extent Alabama was "targeted," it was targeted by the respondent-Developers — not by Dill or Matsukage.

However, personal jurisdiction must rest on the "purposeful" conduct of the defendant, not on the "unilateral activity" of the plaintiff or third parties. Elliott v. Van Kleef, 830 So.2d at 731; see also Burger King Corp. v. Rudzewicz, 471 U.S. at 475; Ex parte Kamilewicz, 700 So.2d 340, 343 (Ala. 1997). Because the blue-sky filings were not precipitated by Dill or Matsukage or directed specifically at identified, or identifiable, Alabama residents, the "purposeful-availment requirement" of due process is absent, and the Calder effects test is not satisfied.

In this connection, we also reject the respondents' assertion that Dill is "registered with the Alabama Securities Commission as [an] agent for process of service of Southwestern." Respondents' Brief, at 48. In so stating, the respondents mischaracterize the substance of the consent form. The consent form actually designates, pursuant to Ala. Code 1975, § 8-6-12(e)(1), the secretary of state, not Dill, as the agent for process. Dill merely requested an informational " copy of any notice, process or pleading served [thereunder]."

In short, we conclude that, based on this one, isolated contact with Alabama — at the instance of the respondents-Developers — Dill and Matsukage could not "`reasonably anticipate being haled into court [here].'" Dillon Equities v. Palmer Cay, Inc., 501 So.2d at 462. Because the exercise of specific personal jurisdiction over these out-of-state defendants, pursuant to Rule 4.2(a)(2)(I), would offend due process, we pretermit discussion of the respondents' arguments based on Rule 4.2(a)(2)(A)-(D).

This conclusion is not inconsistent with Gilford Partners v. Pizitz, 630 So.2d 404 (Ala. 1993), on which the respondents place considerable reliance. That case involved an action by Richard Pizitz, Merritt Pizitz, Jill Pizitz, Richard Pizitz, Jr., Susan Pizitz Bosshard, and the Pizitz Family Investment Partnership IX against out-of-state defendants Gilford Partners, H. Robert Holmes, Holmes-Gilford General Partners, and Gilbrooke Associates, Inc. Id. at 405. The action arose out of the sale in Alabama by Gilford Partners "of an unregistered security to the . . . Pizitz Family Investment Partnership IX." Id. The plaintiffs alleged:

"(1) that the defendants had failed to register the limited partnership interest in Gilford Partners, in violation of § 8-6-4[, Ala. Code 1975]; (2) that Holmes and Holmes-Gilford had failed to register as agent and dealer, respectively, in violation of § 8-6-3; and (3) that the defendants had made misrepresentations and omissions in information sent to the plaintiffs, in violation of § 8-6-17."

630 So.2d at 405.

The trial court denied the defendants' motion to dismiss for lack of in personam jurisdiction and granted a partial summary judgment against Gilford Partners. The trial court concluded that "nonresident defendants who unlawfully sell unregistered securities in the forum state subject themselves to personal jurisdiction in the state in actions to enforce statutory remedies for such unlawful sales." Id. Gilford Partners appealed.

This Court affirmed the judgment of the trial court, holding that jurisdiction was proper, under Rule 4.2(a)(2)(C) ("causing tortious injury or damage by an act or omission in this state"). The "act or omission" was, of course, the sale in Alabama by Gilford Partners of the unregistered security. The Court explained:

"The court in Florendo v. Pan Hemisphere Transport, Inc., 419 F. Supp. 16 (N.D.Ill. 1976), found that the defendants in that case, who had failed to register the security sold to the plaintiff, '[had] subjected themselves to the jurisdiction of [the Illinois] court. Because the injury . . . took place in Illinois, that state was the situs of the tortious act.' 419 F. Supp. at 18. The court further stated that exercising jurisdiction did not offend the `traditional notions of fair play and substantial justice,' because the defendants should have foreseen the possibility of being sued in the Illinois forum. Id. at 18-19. The district court held that an action such as that against the defendants was foreseeable because '[the] defendants [had] sold an interest in a limited partnership to a specifically identified purchaser residing in Illinois.' The court added that '[i]t [was] certainly fair under the circumstances to require them to litigate a controversy concerning that sale in Illinois.' Id. at 19."

630 So.2d at 406 (emphasis added).

Pizitz is distinguishable in at least two fundamental respects. There, the out-of-state defendant had sold the unregistered securities to a "specifically identified purchaser." Pizitz would be on point with this case if Dill or Matsukage had sold any of the Southwestern bonds, but they did not. A fortiori, Dill and Matsukage made no sales to any "specifically identified purchaser." Here, the issuers and the sellers are plaintiffs, who are suing Dill and Matsukage for, among other things, professional malpractice arising out of services performed entirely from Colorado. Cf. Porter v. Berall, 142 F. Supp.2d at 1147 ("the clearly compelling body of law regarding lawyer malpractice confines personal jurisdiction to the situs of the acts and omissions complained of"). Pizitz does not, therefore, aid the respondents.

Finally, the respondents devote considerable discussion to "the securities lawyers' role in securities offerings." Respondents' Brief, at 27-35. This discussion, however, merely confuses personal jurisdiction with potential liability. This distinction was succinctly illustrated in Sher v. Johnson, 911 F.2d at 1365: "Liability and jurisdiction are independent. Liability depends on the relationship between the plaintiff and the defendants and between the individual defendants; jurisdiction depends only upon each defendant's relationship with the forum."

In summary, Dill and Matsukage's single relevant contact with Alabama was the blue-sky filing. At the times material to this case, they neither represented, nor dealt directly with, any Alabama resident. Dill and Matsukage performed all services for Bellwether and Southwestern from Colorado. Grounds for general jurisdiction are absent, and Dill and Matsukage's sole contact with Alabama does not satisfy the effects test, as a basis for specific jurisdiction.

The trial court erred, therefore, in denying Dill and Matsukage's motion to dismiss the respondents' claims against them in these actions for lack of in personam jurisdiction. Because Dill and Matsukage have demonstrated that they are entitled to the relief they seek, we grant the petition, and issue the writ of mandamus.

PETITION GRANTED; WRIT ISSUED.

BROWN, HARWOOD, and STUART, JJ., concur.

LYONS, J., concurs specially.

JOHNSTONE, J., concurs in part and dissents in part.

MOORE, C.J., and HOUSTON and SEE, JJ., dissent.