                              STATE OF MINNESOTA
                              IN COURT OF APPEALS
                                    A14-1307

                                   Scott Rilley, et al.,
                                     Respondents,

                                           vs.

                                  MoneyMutual, LLC,
                                     Appellant.

                                  Filed May 18, 2015
                                       Affirmed
                                     Smith, Judge

                             Dakota County District Court
                              File No. 19HA-CV-14-858

Daniel C. Bryden, E. Michelle Drake, Nichols Kaster, John G. Albanese, PLLP,
Minneapolis, Minnesota; and

Mark Heaney, Heaney Law Firm, LLC, Minnetonka, Minnesota (for respondents)

Joseph M. Windler, Christina Rieck Loukas, Winthrop & Weinstine, P.A., Minneapolis,
Minnesota; and

Donald J. Putterman (pro hac vice), Putterman Logan, San Francisco, California (for
appellant)

      Considered and decided by Smith, Presiding Judge; Rodenberg, Judge; and

Chutich, Judge.

                                   SYLLABUS

      A nonresident defendant creates sufficient contacts to establish personal

jurisdiction in Minnesota when it solicits Minnesota residents via television advertising

and e-mails and generates revenue from known Minnesota residents through its website.
                                     OPINION

SMITH, Judge

      We affirm the district court’s denial of appellant MoneyMutual’s motion to

dismiss because the respondents alleged sufficient minimum contacts to establish

personal jurisdiction.   The district court also did not abuse its discretion when it

determined that the lenders were not indispensable parties.

                                         FACTS

      Appellant MoneyMutual, LLC, a Nevada corporation, operates a website that

allows individuals to apply for short-term loans, commonly known as “payday loans.”

Once an application is submitted, MoneyMutual offers the application to its lender

network. After a lender selects the application, MoneyMutual notifies the applicant via

e-mail and receives a fee from the lender.      To promote its services, MoneyMutual

advertises its website through television commercials. In addition, MoneyMutual e-mails

marketing offers to people who have previously started or submitted a loan application.

      Respondents, four Minnesota residents who used the MoneyMutual website to

obtain loans, filed a class-action complaint against MoneyMutual. Respondents allege

that MoneyMutual’s website and advertising contained false and misleading statements,

that MoneyMutual matched them with lenders that were unlicensed in Minnesota, and

that their loans were illegal under Minnesota law. Respondents claim that MoneyMutual

violated Minnesota’s consumer-protection statutes, Minn. Stat. §§ 47.60, .601 (2014),

325D.44 (2014), 325F.67 (2014), 325F.69 (2014), breached its duty “not to engage in or




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facilitate . . . illegal conduct,” unjustly enriched itself, participated in a civil conspiracy,

and aided and abetted unlicensed lenders.

       On April 28, 2014, MoneyMutual moved to dismiss the complaint for lack of

personal jurisdiction and for failure to join indispensable parties.              In response,

respondents submitted additional evidence alleging that they submitted MoneyMutual

applications with their Minnesota contact information from computers in Minnesota after

seeing MoneyMutual advertisements in Minnesota. In addition, they submitted affidavits

detailing MoneyMutual’s advertising in Minnesota.                The district court denied

MoneyMutual’s motion, concluding that “MoneyMutual has sufficient contacts with

Minnesota” because of its advertising and regular communication with Minnesota loan

applicants. The district court also concluded that the lenders were not indispensable

parties because it could provide complete relief for the claims in their absence.

                                           ISSUES

       I.     Did the district court err in concluding that MoneyMutual had sufficient

contacts for personal jurisdiction in Minnesota?

       II.    Did the district court abuse its discretion in concluding that the lenders

were not indispensable parties?

                                         ANALYSIS

                                               I.

       MoneyMutual argues that the district court erred by denying its motion to dismiss

for lack of personal jurisdiction. We review de novo whether personal jurisdiction exists.

Volkman v. Hanover Invs., Inc., 843 N.W.2d 789, 794 (Minn. App. 2014). To establish


                                               3
personal jurisdiction, the plaintiff must make a prima facie showing of jurisdiction, and

the complaint and supporting evidence will be taken as true. Hardrives, Inc. v. City of

LaCrosse, 307 Minn. 290, 293, 240 N.W.2d 814, 816 (Minn. 1976). The court must view

the evidence in the light most favorable to the plaintiff. Fastpath, Inc. v. Arbela Techs.

Corp., 760 F.3d 816, 820 (8th Cir. 2014). Doubts should be resolved in favor of retaining

jurisdiction. Hardrives, 307 Minn. at 296, 240 N.W.2d at 818.

      A Minnesota court may exercise personal jurisdiction over an out-of-state

defendant as long as jurisdiction is authorized by the long-arm statute and comports with

the constitutional due-process requirement. Juelich v. Yamazaki Mazak Optonics Corp.,

682 N.W.2d 565, 570 (Minn. 2004). Because Minnesota’s long-arm statute extends to

the limits of due process, see Minn. Stat. § 543.19, subd. 1 (2014), the inquiry turns on

whether the defendant has sufficient minimum contacts with Minnesota so that exerting

personal jurisdiction over the defendant “does not offend traditional notions of fair play

and substantial justice,” Int’l Shoe Co. v. Washington, 326 U.S. 310, 316, 66 S. Ct. 154,

158 (1945) (quotation omitted). Because our ultimate conclusion depends on the Due

Process Clause of the United States Constitution, we apply federal caselaw in examining

this issue. Valspar Corp. v. Lukken Color Corp., 495 N.W.2d 408, 411 (Minn. 1992).

      To exercise personal jurisdiction consistent with due process, the out-of-state

defendant must have purposefully availed itself of the privilege of conducting activities

within the forum state. Burger King Corp. v. Rudzewicz, 471 U.S. 462, 475, 105 S. Ct.

2174, 2183 (1985). A court must focus “on the relationship among the defendant, the

forum, and the litigation.”    Griffis v. Luban, 646 N.W.2d 527, 532 (Minn. 2002)


                                            4
(quotation omitted). To determine if minimum contacts exist, a court considers five

factors: (1) the quantity of the defendant’s contacts with Minnesota; (2) the nature and

quality of the defendant’s contacts with Minnesota; (3) the connection between the claims

and the defendant’s contacts; (4) Minnesota’s interest in providing a forum; and (5) the

convenience of the parties. Volkman, 843 N.W.2d at 795. The first three factors are

given greater weight than the last two. Id.

       The third factor determines which form of personal jurisdiction may exist.

General jurisdiction exists when the defendant’s contacts are “continuous and

systematic,” so the forum may assert jurisdiction regardless of whether the claims are

related to the contacts. Id. at 795. For specific jurisdiction to exist, the defendant must

have “purposefully directed” its actions at the forum state, and the claims must “arise out

of or relate to” the contacts. Burger King, 471 U.S. at 472, 105 S. Ct. at 2182 (quotations

omitted). Respondents assert that specific jurisdiction exists here because MoneyMutual

conducted business activities in Minnesota and their claims arise from those activities.

       MoneyMutual argues that personal jurisdiction cannot be based on:           (1) any

contact it had with the respondents because those contacts are based on the “fortuitous”

presence of the respondents in Minnesota; (2) its television commercials that aired in

Minnesota because they were not targeted solely at Minnesota; or (3) its website, which

is accessible from Minnesota, because it is not targeted solely at Minnesota. We agree

that personal jurisdiction would not exist if we disregarded these items; however, we are

not persuaded by MoneyMutual’s contention that we must ignore the plethora of contacts

alleged by respondents.


                                              5
       MoneyMutual first argues that the district court relied on the respondents’ contacts

with Minnesota, not its own. MoneyMutual contends that its contacts with Minnesota

were limited to the respondents’ “‘fortuitous’ presence in the forum and ‘unilateral

activities.’” MoneyMutual’s argument appears to be that any contact involving a plaintiff

cannot also be a contact of the defendant’s, but one does not preclude the other. Caselaw

makes clear that when a resident of a forum state leaves that state, his residency alone

cannot establish personal jurisdiction. Walden v. Fiore, 134 S. Ct. 1115, 1122-23 (2014).

But this is not one of those cases. Here, MoneyMutual reached into Minnesota through

its advertising and communications. The respondents were in Minnesota at all times:

when they saw MoneyMutual advertising, when they interacted with MoneyMutual,

when they submitted applications indicating they were Minnesota residents, and when

MoneyMutual sold the respondents’ applications to lenders for profit. Mere residency of

the respondents is not the sole basis for personal jurisdiction here; rather, MoneyMutual’s

efforts to reach the respondents and conduct business with them are the bases.

       MoneyMutual also states that each respondent initiated communication with

MoneyMutual by visiting its website and submitting an application and that its e-mails

responding to the applications were automated. Therefore, according to MoneyMutual,

the respondents acted unilaterally.       This argument fails.       First, it disregards

MoneyMutual’s active solicitation of Minnesota residents, without which the respondents

might never have become aware of MoneyMutual or its services. Second, MoneyMutual

disregards its own actions to ensure that a loan is created, such as encouraging inquiring

customers via phone conversations and e-mail to submit an application online. The


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interaction between the respondents, MoneyMutual, and the lenders is better described as

a three-sided transaction with each party taking action before the loan is made, rather

than a series of unilateral acts by the respondents. In order to obtain a loan, respondents

submitted applications to MoneyMutual. MoneyMutual then offered each application to

its lender network. Each time a lender selected an application, MoneyMutual notified the

respondent who had submitted the application via e-mail and received a fee from the

lender.     Given this business model, the contacts are not based on the respondents’

unilateral acts; MoneyMutual took independent action by selling the contact information

to lenders after it knew that the applicant was a Minnesota resident, thus generating its

own profit in the second step of the overall transaction.

          Additionally, MoneyMutual analyzes each named respondent separately, giving no

weight to the allegation that MoneyMutual received more than 1,000 loan applications

from Minnesota residents.       The sheer volume of loan applications indicates that

MoneyMutual’s contacts with Minnesota were not limited to those who “fortuitously”

happened to be Minnesota residents, but rather the result of a business strategy that

included a Minnesota market. See Zippo Mfg. Co. v. Zippo Dot Com, Inc., 952 F. Supp.

1119, 1126 (W.D. Penn. 1997) (theorizing that it would be “fortuitous” if a subscription-

based Internet news service with no Pennsylvanian subscribers found itself sued in

Pennsylvania because an Ohio subscriber downloaded a message and forwarded it to a

Pennsylvanian). Furthermore, MoneyMutual is capable of blocking its advertisements

from jurisdictions where it does not do business, and it has done so in some jurisdictions.

MoneyMutual’s e-mails also indicate that its services may not be available in all areas,


                                             7
implying that its automated replies connecting applicants with lenders confirm that the

resident lives in a market where MoneyMutual offers its services.                 See Lakin v.

Prudential Sec., Inc., 348 F.3d 704, 712 (8th Cir. 2003) (holding that a website that

accepts online loan applications and provides electronic responses may form the basis of

personal jurisdiction if the plaintiffs demonstrate that forum residents actually accessed

the website).

       Next, MoneyMutual argues that specific jurisdiction does not exist because its

advertisements were not “expressly aimed” at Minnesota. When an intentional tort is at

issue, a court may exert personal jurisdiction over a foreign defendant if the effects of the

tort were felt in the forum state. Calder v. Jones, 465 U.S. 783, 789-90, 104 S. Ct. 1482,

1487 (1984). The Minnesota Supreme Court has adopted a three-prong effects test

requiring the plaintiff to show that:

                (1) the defendant committed an intentional tort; (2) the
                plaintiff felt the brunt of the harm caused by that tort in the
                forum such that the forum was the focal point of the
                plaintiff’s injury; and (3) the defendant expressly aimed the
                tortious conduct at the forum such that the forum state was
                the focal point of the tortious activity.

Griffis, 646 N.W.2d at 534.

       The respondents alleged sufficient targeting of the Minnesota market. First, the

respondents alleged that MoneyMutual television commercials have been broadcast in

Minnesota since at least 2010.          MoneyMutual denies that it placed ads with any

Minnesota-based or local stations, but does not deny using national advertising that

includes Minnesota, that its services are available in Minnesota, or that its advertisements



                                              8
were intentionally broadcast in Minnesota.        MoneyMutual appears to argue that

advertising is not expressly aimed at Minnesota unless it specifically mentions

Minnesota, airs only in Minnesota, or is otherwise customized to the Minnesota market.

But we have previously affirmed a finding of personal jurisdiction based on national

advertising and marketing where the intended market merely included Minnesota. See,

e.g., State by Humphrey v. Granite Gate Resorts, Inc., 568 N.W.2d 715, 719-20 (Minn.

App. 1997), aff’d, 576 N.W.2d 747 (Minn. 1998).1

      Second, MoneyMutual’s communications with the respondents evinced a

willingness to offer its services to Minnesota residents. The respondents allege that when

one Minnesota resident called MoneyMutual from her Minnesota phone number after

seeing a television commercial broadcast in Minnesota, a MoneyMutual representative

directed her to its website to complete a loan application.      Then, after respondents

submitted applications confirming that they were Minnesota residents, MoneyMutual

e-mailed respondents to notify them that MoneyMutual had matched them with a lender.

In addition, MoneyMutual sent follow-up e-mails, called “offers,” encouraging past

Minnesota customers to use its services again.

1
  MoneyMutual argues that Granite Gate is distinguishable from the present case and
“utterly inconsistent” with subsequent caselaw. MoneyMutual distinguishes this case
from Granite Gate because it does not profit directly from Minnesota residents; it profits
only from the sale of Minnesota residents’ applications information to lenders. The
distinction does not affect the analysis under Granite Gate, and the use of three-sided
transactions does not insulate MoneyMutual from suit in states where it advertises its
services and profits from residents. Granite Gate, 568 N.W.2d at 720 (“A defendant
cannot hide behind the structuring of its distribution system when the defendant’s intent
was to enter the market in the forum state and profit thereby.” (quotation omitted)).
Furthermore, Granite Gate is compatible with current caselaw, and no Minnesota cases
have treated it negatively.

                                            9
       Finally, MoneyMutual argues that its website also was not expressly aimed at

Minnesota and that basing personal jurisdiction on a website would subject website

operators to “universal jurisdiction” because they could be sued anywhere the website is

accessed. MoneyMutual’s “universal jurisdiction” argument is somewhat hyperbolic

because personal jurisdiction continues to be bounded by due process, even when based

on Internet contacts. For example, a website that can be accessed from anywhere cannot

provide the sole basis for personal jurisdiction if it has never been visited by a forum

resident. Johnson v. Arden, 614 F.3d 785, 797 (8th Cir. 2010).

       Furthermore, we find it unwise to disregard contacts through an openly accessible

website given the increased tendency for commerce to take place via the Internet,

particularly when the website is used to circumvent Minnesota law. Minnesota has

expressed a clear intent to regulate payday lending and to protect its residents from

predatory practices by enacting statutes that govern not just lenders, but also those who

arrange payday loans. See Minn. Stat. §§ 47.60-.601 (2014). Moreover, Minnesota’s

long-arm statute extends to the limits of due process, and nothing here would “offend

traditional notions of fair play and substantial justice.” Int’l Shoe, 326 U.S. at 316, 66 S.

Ct. at 158 (quotation omitted). The MoneyMutual website contributes to the required

minimum contacts because it is a commercial website that was visited repeatedly by

customers known by MoneyMutual to be Minnesotans to submit applications for payday

loans. When considered alongside MoneyMutual’s advertising, acceptance of and profit

from more than 1,000 loan applications from Minnesotans, and e-mail communications




                                             10
with Minnesota residents, we hold that the district court did not err when it denied

MoneyMutual’s motion to dismiss for lack of personal jurisdiction.

                                           II.

      MoneyMutual also challenges the district court’s denial of its motion to dismiss

for failure to join indispensable parties. MoneyMutual argues that, because it did not

make any loans and is not a short-term lender, the actual lenders must be joined. The

district court held that the lenders were not indispensable parties because:       (1) the

respondents’ claims were “probably” akin to torts and there is no requirement that a

plaintiff join all tortfeasors in a single suit; (2) MoneyMutual owed duties to the

respondents independent of duties that the lenders owed; and (3) the claims were based

on alleged misrepresentations made by MoneyMutual, not the lenders.

      Denial of a motion to dismiss for failure to join indispensable parties is reviewed

for abuse of discretion. Hoyt Props., Inc. v. Prod. Res. Grp., L.L.C., 716 N.W.2d 366,

377 (Minn. App. 2006), aff’d, 736 N.W.2d 313 (Minn. 2007). First, MoneyMutual must

show that the lenders were necessary. A party is necessary if complete relief cannot be

granted in its absence or it claims an interest in the subject of the litigation. Minn. R.

Civ. P. 19.01. Then, MoneyMutual must show that the lenders are “parties without

whom the action could not proceed in equity and good conscience.” Hoyt Properties,

716 N.W.2d at 377 (quotation omitted).

      MoneyMutual’s argument that the lenders must be joined is unpersuasive.

Respondents essentially allege that they were harmed because MoneyMutual facilitated

illegal loans and misrepresented the loans as being compliant with Minnesota law.


                                           11
MoneyMutual argues that, when a claim involves a contract, all contracting parties must

be joined. In breach-of-contract cases, we have affirmed dismissal of cases for failure to

join all contracting parties. See, e.g., Potter v. Engler, 130 Minn. 510, 512-13, 153 N.W.

1088, 1089 (1915). But we have also allowed cases to proceed even when all contracting

parties were not joined, particularly when complete relief could be granted and there was

minimal risk of multiple suits. See, e.g., Hoyt Props., 716 N.W.2d at 378; Murray v.

Harvey Hansen-Lake Nokomis, Inc., 360 N.W.2d 658, 661-62 (Minn. App. 1985).

Furthermore, with torts and analogous statutory claims, it is well-established that a

plaintiff is not required to join all tortfeasors in a single suit. See, e.g., Harrison ex rel.

Harrison v. Harrison, 733 N.W.2d 451, 456 (Minn. 2007).

       None of respondents’ claims allege that MoneyMutual is liable under the loan

contracts themselves, and MoneyMutual does not dispute that the claims at issue here

allege duties that are separate from those owed by the lenders under the contracts and the

consumer-protection statutes. MoneyMutual provides no other reasons why complete

relief could not be accorded in the lenders’ absence or why the lenders would claim an

interest in the subject of this litigation. The district court therefore did not abuse its

discretion in denying MoneyMutual’s motion to dismiss.

                                      DECISION

       Because the respondents alleged sufficient minimum contacts to establish personal

jurisdiction over MoneyMutual, the district court did not err by denying MoneyMutual’s

motion to dismiss for lack of personal jurisdiction. In addition, because MoneyMutual

has not demonstrated that complete relief cannot be accorded in the absence of the


                                              12
lenders, the district court did not abuse its discretion by denying MoneyMutual’s motion

to dismiss for failure to join an indispensable party.

       Affirmed.




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