               IN THE SUPREME COURT OF IOWA
                               No. 12–1708

                         Filed January 10, 2014


A. DAVID OSTREM, SR.,

      Appellant,

vs.

PRIDECO SECURE LOAN FUND, LP,

      Appellee.



      Appeal from the Iowa District Court for Polk County, Arthur E.

Gamble, Judge.



      Ostrem, an Iowa resident, appeals from a district court decision

which granted PrideCo’s motion to dismiss for lack of personal

jurisdiction. REVERSED AND REMANDED.



      William B. Ortman (until withdrawal), Mark E. Weinhardt, Danielle

M. Shelton, P. Gail Brashers-Krug, and Todd M. Lantz of Weinhardt &

Logan, P.C., Des Moines, for appellant.



      Todd A. Strother and Bradley M. Beaman of Bradshaw, Fowler,

Proctor & Fairgrave, P.C., Des Moines, for appellee.
                                     2

ZAGER, Justice.

      In this case we are asked to decide an issue of first impression

involving personal jurisdiction. Specifically, we must determine whether

for purposes of obtaining personal jurisdiction over a party, a contractual

assignor’s contacts with the State of Iowa should be imputed to its

assignee for claims relating to the contract.   For the reasons set forth

below, we hold that an assignor’s contacts with the State of Iowa are not

automatically imputed to the assignee for purposes of obtaining personal

jurisdiction over the assignee.   However, we hold that this assignee is
subject to personal jurisdiction in Iowa based on its own contacts with

this forum through the contractual relationships it assumed by the

assignment. We also decline to affirm the district court on alternative

grounds. Therefore, we reverse the district court and remand for further

proceedings.

      I. Background Facts and Proceedings.

      A. David Ostrem, Sr. (Ostrem) resides in Iowa and Florida during

parts of each year.    Although Ostrem currently spends more time in

Florida than in Iowa, he resided in Iowa when the parties allegedly

formed the contract at issue in this case.

      In 2006, Ostrem learned of a product called no-cost life insurance.

Under such an arrangement, a third-party lender finances the premiums

for the no-cost life insurance policy. The insured bears no responsibility

for the premiums or the loan; the loan is repaid from the death benefit,

with the remainder paid to the designated beneficiary. Ostrem asked his

son, A. David Ostrem, Jr. (David), an insurance agent associated with

AIP Group-IA, LLC (AIP) in Iowa, to obtain a no-cost insurance policy on
Ostrem’s life. David enlisted the help of Richard Kobernusz (Kobernusz),

an insurance broker associated with AIP in Iowa.
                                    3

      Ostrem wanted no-cost life insurance. From the first time Ostrem

worked with David and Kobernusz, Ostrem told the two he did not want

to pay premiums or assume responsibility for a loan.          David and

Kobernusz contacted Finance for Life, LLC (Finance for Life), which was

based in Tennessee, for help finding a lender to finance the premiums.

      David and Kobernusz submitted life insurance applications to

several insurance carriers.    They submitted an application in Iowa to

Indianapolis Life Insurance Company, which was later acquired by Aviva

USA Corporation (Aviva). In March 2007, Aviva preliminarily approved
Ostrem’s application.    Finance for Life then arranged for Imperial

Premium Finance, LLC (Imperial), a Florida company, to finance the

premiums once Aviva approved the policy.       Because of the financing

arrangement, however, Aviva ultimately rejected the first insurance

application.

      During   August    and    September   2007,   there   were   email

communications among Finance for Life, Imperial, and David and

Kobernusz, who were in Iowa, regarding the insurance policy and finance

arrangement.   Eventually, David and Kobernusz submitted a second

application to Aviva.   Although they still planned to use Imperial to

finance the insurance premiums, David and Kobernusz did not disclose

this to Aviva, representing instead that Ostrem would personally pay the

insurance premiums. Ostrem had no knowledge of this false statement.

Although Imperial knew that Aviva would not approve a policy supported

by financed premiums, Imperial assured Kobernusz it would not disclose

its involvement in this transaction to Aviva. With the understanding the

premiums would not be financed, Aviva issued a $10 million life
insurance policy on Ostrem.
                                           4

      Ostrem established the A. David Ostrem Sr. 2007 Irrevocable Trust

in September 2007.        This Georgia trust was created to own the life

insurance policy on Ostrem’s life and to pay the premiums for this policy.

Imperial loaned money to the trust, and the trust used the loaned money

to pay the life insurance premiums. Ostrem’s wife, Mary Ann C. Ostrem

(Mrs. Ostrem), who had an Iowa address and presumably was also an

Iowa resident, served as a cotrustee.            To serve as the other cotrustee,

Imperial recommended James R. Kelley, a Georgia-based certified public

accountant      unknown    to    Ostrem.          Kobernusz    approved      Kelley’s
appointment as cotrustee without Ostrem’s knowledge or approval.

      On or around September 14, 2007, James R. Kelley and Mrs.

Ostrem, as cotrustees, executed the loan application and agreement, the

promissory note, and other closing documents on behalf of the trust.

Also on September 14, 2007, as part of the closing documents, Ostrem

executed a personal guaranty for the benefit of Imperial.                  Under the

terms of the personal guaranty, Ostrem took responsibility for the loan in

the event the trust defaulted on its obligations under the “credit

agreement” or the “Secured Promissory Note.” The closing documents do

not   include    documents      entitled       “credit   agreement”   or    “Secured

Promissory Note.”    While Ostrem does not dispute that he may have

executed the personal guaranty, he did not thoroughly examine the

documents and did not realize he had signed a personal guaranty. Many

of the closing documents select Iowa as the forum for any disputes. The

personal guaranty, however, selects Georgia as the nonexclusive forum

for disputes concerning the guaranty.
                                          5

       On September 26, 2007, Imperial began paying the life insurance

premiums by loaning money to the trust.1 These advances continued for

three additional years. On or about October 15, 2010, Imperial assigned

its interest in the premium financing arrangement to PrideCo Secure

Loan Fund, LP (PrideCo). PrideCo was aware of the premium financing

arrangement prior to the assignment. Beginning in May 2009, PrideCo

loaned money to Imperial to continue funding insurance premiums

through the trust. A PrideCo employee later acknowledged that PrideCo

had been involved in the financial transactions from 2007.
       PrideCo is a limited partnership with its principal place of business

in California. PrideCo has never been licensed to do business in Iowa; it

has never been registered with the Iowa Secretary of State; and it has

never had an agent for service of process in this state. PrideCo has never

had any place of business or office in Iowa; it has never owned, rented,

leased, or occupied any real estate in Iowa; and it has never had an Iowa

phone number or listed a phone number in any Iowa telephone directory.

Its representatives do not reside in Iowa, they do not travel in Iowa for

business purposes, and they have not traveled to Iowa in relation to this

dispute or any transaction underlying this dispute. PrideCo has never

performed services or shipped goods in this state, and it never has had

any interest in any trust administered in Iowa. It has never had a bank

account or property in Iowa, nor has it owed or paid any taxes in this

state. PrideCo has no affiliations with any entity located or incorporated

in Iowa.     PrideCo has not committed nor has it ever been accused of

committing any torts in Iowa. It has never made or performed any other


       1On  October 26, 2007, Imperial assigned part of its interest to Sovereign Life
Financing, LLC. For purposes of clarity, “Imperial” will refer to both Imperial and
Sovereign Life Financing, LLC.
                                      6

contracts substantially connected with Iowa.     Other than the personal

guaranty at issue in this case, executed by Ostrem for the benefit of

Imperial and assigned to PrideCo, it has no contracts with any person or

entity in Iowa.

      On June 10, 2011, PrideCo sent Ostrem an update on the loan.

This update included a copy of the personal guaranty. It was by receipt

of this update that Ostrem first learned about the personal guaranty,

and that PrideCo may be looking to him to satisfy the outstanding loans.

      Also in June 2011, Brandon Small, a Fund Manager for PrideCo,
and David spoke over the telephone about the assignment and other

matters related to the loan agreement and the insurance policy.         In

September 2011, Small contacted Aviva regarding the life insurance

policy.   To continue concealing from Aviva the premium financing

arrangement, Small falsely told Aviva he was calling from the office of

cotrustee James R. Kelley.

      On December 9, 2011, PrideCo explicitly informed Ostrem it would

seek funds from Ostrem personally if the trust defaulted on its payment

obligations.      On December 19, 2011, Ostrem filed a petition for

declaratory judgment in Iowa on the personal guaranty. Ostrem claimed

the personal guaranty refers to nonexistent documents, and therefore, it

is not a valid contract.     Ostrem claimed that if the contract is valid,

PrideCo cannot enforce it under the doctrine of in pari delicto. Ostrem

also sought rescission based on an alleged civil conspiracy, and he

claims Kobernusz and AIP committed negligent misrepresentation,

fraudulent misrepresentation, professional negligence, and breach of

fiduciary duty. Later, Kobernusz and AIP filed a cross-petition against
PrideCo seeking indemnity and contribution from PrideCo.
                                     7

      In January 2012, PrideCo filed a complaint in Georgia state court.

Ostrem’s defenses in that case are essentially identical to his claims in

this case.    The Georgia case was removed to federal court, but

subsequently remanded on a finding of lack of diversity.

      On January 26, 2012, PrideCo filed a motion to dismiss Ostrem’s

claims. On February 24, PrideCo moved to dismiss the cross-petitions of

Kobernusz and AIP. In both motions, PrideCo argued the Iowa district

court lacked personal jurisdiction because PrideCo lacks sufficient

minimum contacts with Iowa. Alternatively, PrideCo argued that Ostrem,
Kobernusz, and AIP failed to state claims on which relief could be

granted. Ostrem, Kobernusz and AIP resisted.

      After a hearing, the district court granted PrideCo’s motion to

dismiss for lack of personal jurisdiction. The district court reasoned that

because due process requires an individual evaluation of a defendant’s

contacts with the forum state for purposes of personal jurisdiction

analysis, the contacts of Imperial, the assignor, do not impute to

PrideCo, the assignee.      The court also determined that PrideCo’s

preassignment knowledge of the financing arrangement, PrideCo’s loan of

money to Imperial that Imperial subsequently loaned to the trust to pay

the insurance premiums, and PrideCo’s acceptance in the assignment of

Imperial’s interest in the financing transaction were individual activities

not directed at residents of Iowa. Rather, the district court found that

PrideCo’s activities were directed toward Imperial in another state.

      The district court did rule that Small’s call to Aviva in which he

misrepresented his identity was related to Ostrem’s cause of action.

However, Ostrem’s claimed harm did not arise from this contact with
Aviva because the insurance premium financing transaction, from which

this dispute arose, occurred years before.          So too with Small’s
                                      8

communications with Ostrem, Kobernusz, and David discussing the

validity of the personal guaranty. Ostrem’s alleged harm arose from the

premium financing agreement with Imperial, not Small’s inquiries on

behalf of PrideCo after the assignment.

      The district court also viewed the financing documents, in

particular the personal guaranty from which this dispute arose, as not

supportive of personal jurisdiction in Iowa.          The other financing

documents designate Iowa as the forum for disputes.           When Ostrem

executed     the   personal   guaranty,   however,   he   consented   to   the
jurisdiction of Georgia’s courts for enforcement of the personal guaranty.

PrideCo, the court found, would anticipate litigation concerning the

personal guaranty in Georgia, not Iowa.

      The district court found that PrideCo had virtually no contacts

with Iowa.    Taking an assignment of a personal guaranty executed in

Iowa by an Iowan, coupled with PrideCo’s discussions with Iowans

regarding the personal guaranty, were not sufficient to support personal

jurisdiction over PrideCo in Iowa, particularly in light of the Georgia

nonexclusive forum selection clause of the personal guaranty. PrideCo’s

telephone and email contacts with Iowa also were not sufficient to extend

jurisdiction over the company.

      Moreover, the district court concluded, this case did not arise from

PrideCo’s contacts with Iowa. This case rather arose from the contacts of

another party, Imperial.       The district court refused to impute the

contacts of Imperial (the assignor), to PrideCo (the assignee). Because

the district court found that it lacked personal jurisdiction over PrideCo,
                                         9

it did not reach PrideCo’s motion to dismiss for failure to state a claim or

Ostrem’s two motions.2

       Ostrem appealed the dismissal, and we retained the appeal.

       II. Standard of Review.

       “We review a district court’s decision on a motion to dismiss for

lack of personal jurisdiction for correction of errors at law.” Shams v.

Hassan, 829 N.W.2d 848, 853 (Iowa 2013). When deciding whether it

has personal jurisdiction over a defendant, the district court must make

factual findings.      Id.    If those findings of fact are supported by
substantial evidence, they are binding on appeal.             Capital Promotions,

L.L.C. v. Don King Prods., Inc., 756 N.W.2d 828, 833 (Iowa 2008). We are

not bound, however, by the district court’s application of legal principles

or conclusions of law.       Rucker v. Taylor, 828 N.W.2d 595, 599 (Iowa

2013).

       “ ‘[W]e accept as true the allegations of the petition and the

contents of uncontroverted affidavits.’ ”          Addison Ins. Co. v. Knight,

Hoppe, Kurnik & Knight, L.L.C., 734 N.W.2d 473, 476 (Iowa 2007)

(quoting Aquadrill, Inc. v. Envtl. Compliance Consulting Servs., Inc., 558

N.W.2d 391, 392 (Iowa 1997)). The plaintiff has the burden to establish

jurisdiction over the defendant, and “[a]fter the plaintiff makes a prima

facie case showing that personal jurisdiction is appropriate, the burden


       2In April 2012, Ostrem filed a motion to issue commissions for out-of-state

subpoenas requesting that the Polk County District Court issue a commission to the
Florida courts to issue subpoenas for discovery, which would compel Imperial to
produce certain documents in its possession. PrideCo resisted the motion.
        In May 2012, Ostrem filed a motion for temporary injunction to enjoin PrideCo
from litigating the Georgia case. Ostrem argued the Iowa and Georgia actions are
essentially the same and, because the Iowa case was filed first, the Iowa case should
proceed first. He argued also that Georgia cannot exercise personal jurisdiction over
David, Kobernusz, and AIP, so only Iowa can dispose of all the claims associated with
this transaction. PrideCo resisted.
                                      10

shifts to the defendant to rebut that showing.” Shams, 829 N.W.2d at

853.

       We also review a district court’s decision on a motion to dismiss for

failure to state a claim for correction of errors at law. Dier v. Peters, 815

N.W.2d 1, 4 (Iowa 2012). “A motion to dismiss admits the well-pleaded

facts in the petition, but not the conclusions.” Kingsway Cathedral v.

Iowa Dep’t of Transp., 711 N.W.2d 6, 8 (Iowa 2006).           A court should

grant a motion to dismiss for failure to state a claim only if the petition

shows the plaintiff cannot recover under any state of facts.         Hawkeye
Foodservice Distrib., Inc. v. Iowa Educators Corp., 812 N.W.2d 600, 604

(Iowa 2012).

       III. Discussion.

       A. Principles of Personal Jurisdiction. The Due Process Clause

of the Fourteenth Amendment to the United States Constitution limits

the power of a state to assert personal jurisdiction over a nonresident

defendant. Shams, 829 N.W.2d at 854; Capital Promotions, 756 N.W.2d

at 833.     Iowa’s jurisdictional rule prescribes: “Every corporation,

individual, personal representative, partnership or association that shall

have the necessary minimum contact with the state of Iowa shall be

subject to the jurisdiction of the courts of this state . . . .” Iowa R. Civ. P.

1.306.    Iowa’s “rule authorizes the widest jurisdictional parameters

allowed by the Due Process Clause.” Capital Promotions, 756 N.W.2d at

833; accord Wells Dairy, Inc. v. Food Movers Int’l, Inc., 607 F.3d 515, 518

(8th Cir. 2010) (explaining the reach of Iowa’s long-arm statute).

       “The touchstone of the due-process analysis remains whether the

defendant has sufficient ‘minimum contacts with [the forum state] such
that the maintenance of the suit does not offend “traditional notions of

fair play and substantial justice.” ’ ” Viasystems, Inc. v. EBM-Papst St.
                                     11

Georgen GmbH & Co., KG, 646 F.3d 589, 594 (8th Cir. 2011) (quoting

Int’l Shoe Co. v. Washington, 326 U.S. 310, 316, 66 S. Ct. 154, 158, 90 L.

Ed. 95, 102 (1945)).      A defendant’s “minimum contacts must show ‘a

sufficient connection between the defendant and the forum state so as to

make it fair’ and reasonable to require the defendant to come to the state

and defend the action.” Ross v. First Sav. Bank of Arlington, 675 N.W.2d

812, 815 (Iowa 2004) (quoting Hodges v. Hodges, 572 N.W.2d 549, 551

(Iowa 1997)). Random or attenuated contacts with the forum state do

not satisfy the minimum contacts test. Id. at 816. A defendant, rather,
“should reasonably anticipate being haled into court” in the forum state.

World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 297, 100 S. Ct.

559, 567, 62 L. Ed. 2d 490, 501 (1980).

      There   are   two    grounds   for   personal   jurisdiction,   general

jurisdiction and specific jurisdiction. Shams, 829 N.W.2d at 855; Capital

Promotions, 756 N.W.2d at 833.             “Specific jurisdiction refers to

jurisdiction over causes of action arising from or related to a defendant’s

actions within the forum state.”     Sondergard v. Miles, Inc., 985 F.2d

1389, 1392 (8th Cir. 1993).     “General jurisdiction, on the other hand,

refers to the power of a state to adjudicate any cause of action involving a

particular defendant, regardless of where the cause of action arose.” Id.

The parties agree that only specific personal jurisdiction is at play in this

dispute.   However, Ostrem contends that PrideCo’s direct and indirect

contacts, imputed from its assignor, Imperial, are sufficient to permit the

Iowa district court to exercise specific personal jurisdiction over PrideCo.

      To determine whether a court’s exercise of specific personal

jurisdiction over a party is constitutional, “the critical focus is on the
relationship among the defendant, the forum and the litigation.” Meyers

v. Kallestead, 476 N.W.2d 65, 67 (Iowa 1991); see also In re Marriage of
                                    12

Crew, 549 N.W.2d 527, 530 (Iowa 1996) (explaining that the “focus, for

jurisdictional purposes, rests on the defendant’s connection with the

litigation in the forum state, not the defendant’s connection with

residents in that state”). Although the application of the test will “vary

with the quality and nature of the defendant’s activity,” in every case

there must be “some act by which the defendant purposefully avails itself

of the privilege of conducting activities within the forum State, thus

invoking the benefits and protections of its laws.” Hanson v. Denckla,

357 U.S. 235, 253, 78 S. Ct. 1228, 1240, 2 L. Ed. 2d 1283, 1298 (1958).
The unilateral activities of a plaintiff or some other entity cannot satisfy

the minimum contacts requirement. Id. at 253, 78 S. Ct. at 1239–40, 2

L. Ed. 2d at 1298; see also Hager v. Doubletree, 440 N.W.2d 603, 607

(Iowa 1989) (analyzing a situation in which an entity instigated contact

with the defendant that ultimately gave rise to a long-term contractual

relationship). A contract between an individual and an out-of-state party

alone does not establish sufficient minimum contacts to permit the

individual’s state to exercise specific personal jurisdiction. Burger King

Corp. v. Rudzewicz, 471 U.S. 462, 478, 105 S. Ct. 2174, 2185, 85 L. Ed.

2d 528, 544–45 (1985); see also Ross, 675 N.W.2d at 816; Cascade

Lumber Co. v. Edward Rose Bldg. Co., 596 N.W.2d 90, 92 (Iowa 1999).

Rather, a court must evaluate the parties’ “prior negotiations and

contemplated future consequences, along with the terms of the contract

and the parties’ actual course of dealing” to determine “whether the

defendant purposefully established minimum contacts within” a state.

Burger King Corp., 471 U.S. at 479, 105 S. Ct. at 2185, 85 L. Ed. 2d at

545.
       In the past we have used a five-factor test to evaluate whether a

nonresident defendant had sufficient minimum contacts with Iowa.
                                     13

Shams, 829 N.W.2d at 856; Capital Promotions, 756 N.W.2d at 833–34

(explaining the development of the five-factor test and the recent use by

the United States Supreme Court of a two-prong test). In those cases we

examined the quantity of a defendant’s contacts with Iowa, the nature

and quality of those contacts, the source of the contacts and their

connection to the cause of action, Iowa’s interest in the litigation, and the

convenience to the parties. See, e.g., Hammond, 695 N.W.2d at 5; Ross,

675 N.W.2d at 816; Cascade Lumber, 596 N.W.2d at 92. Although we

have never expressly disavowed the five-factor test, we have recently
followed the modern framework, which evaluates two criteria.         Shams,

829 N.W.2d at 856; Capital Promotions, 756 N.W.2d at 834. We evaluate

whether “ ‘the defendant has “purposefully directed” his activities at

residents of the forum’ ” and whether “ ‘the litigation results from alleged

injuries that “arise out of or relate to” those activities.’ ” Capital

Promotions, 756 N.W.2d at 834 (quoting Burger King Corp., 471 U.S. at

472, 105 S. Ct. at 2182, 85 L. Ed. 2d at 541).

      If a plaintiff establishes the existence of sufficient minimum

contacts, the court must “ ‘determine whether the assertion of personal

jurisdiction would comport with “fair play and substantial justice.” ’ ” Id.

(quoting Burger King Corp., 471 U.S. at 476, 105 S. Ct. at 2184, 85 L.

Ed. 2d at 543). To make this decision, we consider

      “the burden on the defendant,” “the forum State’s interest in
      adjudicating the dispute,” “the plaintiff’s interest in obtaining
      convenient and effective relief,” “the interstate judicial
      system’s interest in obtaining the most efficient resolution of
      controversies,” and the “shared interest of the several States
      in furthering fundamental substantive social policies.”

Id. (quoting Burger King Corp., 471 U.S. at 477, 105 S. Ct. at 2184, 85 L.
Ed. 2d at 543). “ ‘These considerations sometimes serve to establish the

reasonableness of jurisdiction upon a lesser showing of minimum
                                     14

contacts than would otherwise be required.’ ” Id. (quoting Burger King

Corp., 471 U.S. at 477, 105 S. Ct. at 2184, 85 L. Ed. 2d at 543–44). We

are careful, though, not to allow jurisdictional rules to be employed to

severely disadvantage defendants. Shams, 829 N.W.2d at 857.

      B. Imputation of Minimum Contacts.            This court has never

addressed whether the jurisdictional contacts of an assignor impute to

its assignee. Ostrem argues that our reasoning in Ross implies that we

would impute an assignor’s contacts to its assignee for purposes of

personal jurisdiction.     See 675 N.W.2d at 817 (distinguishing a loan
participation agreement from an assignment). We disagree and do not

believe that case implies we would impute the contacts of an assignor to

an assignee.

      In Ross, the plaintiffs purchased memberships in a nationwide

network of campgrounds through real estate installment contracts with

Thousand Adventures, Inc. Id. at 814. Thousand Adventures, Inc. in

turn sold pools of the installment contracts to financial institutions and

investors, including Western American National Bank of Bedford, Texas

(Western).     Id.   Western then sold by a “Certificate of Participation”

fractional interests in its pool of installment contracts to other banks,

one of which was First Savings Bank of Arlington (First Savings).        Id.

There was no contract between First Savings and the plaintiffs, First

Savings had no property, offices, or agents in Iowa, and First Savings

had not conducted any business in Iowa. Id. at 815.

      On appeal of the district court’s dismissal of the claim against First

Savings for lack of personal jurisdiction, the plaintiffs, apparently

recognizing that a contract alone does not establish sufficient minimum
contacts, argued that the agreement between First Savings and Western

was an assignment and sought “to use the terms and circumstances
                                       15

surrounding the installment contracts to drive the minimum contacts

analysis.”   Id. at 816.    We clarified that the agreement between First

Savings and Western was not an assignment but rather a participation

agreement. Id. at 817. In a participation agreement, a lender, known as

the lead bank, contracts with a “borrower or obtains an assignment of a

contract with the borrower.” Id. The lead bank, Western in Ross, then

sells shares of the loan to other banks, known as participant banks,

which have no direct contacts with the forum state and no relationship

with the borrower.        Id.   We found that although the participation
agreement had some elements of an assignment, it fell “well short of the

traditional concept of an assignment because it merely involve[d] the

transfer of a portion of an intangible right.” Id. We concluded that it

would not be reasonable for a participant bank, like First Savings, to

foresee litigation in Iowa, “absent some additional contacts beyond its

status as a participating bank.” Id. at 818.

       Ostrem seizes on Ross to argue that had the agreement at issue in

Ross been an assignment instead of a participation agreement, we would

have   examined     the    terms    and     circumstances       surrounding       the

installment contracts to decide whether there were sufficient minimum

contacts to exercise personal jurisdiction.              Our analysis in Ross,

however, focused on identifying the nature of the agreement between the

parties,   which   necessarily     arose    from   the    plaintiff’s   attempt    to

characterize the agreement as something that it clearly was not. See id.

at 816 (explaining that “it is appropriate for us to begin our resolution of

the issue by reviewing the nature of the agreement between First Savings

and Western”). Merely because we concluded that it was a participation
agreement, the nature of which revealed “the participant bank has no

purposeful contact with Iowa,” Ostrem should not now infer that we
                                     16

would have imputed the lead bank’s jurisdictional contacts had the

agreement indeed been an assignment. See id. at 818.

        We did not hold in Ross that there was no personal jurisdiction

over the participant bank solely because the agreement into which it

entered was a participation agreement instead of an assignment. See id.

We found that those types of agreements alone do not establish

minimum contacts and that the participant bank’s contacts were

insufficient to satisfy the minimum contacts requirement. See id. Our

holding was consistent with the United States Supreme Court’s
admonition that the minimum contacts test “is not susceptible of

mechanical application; rather, the facts of each case must be weighed to

determine whether the requisite ‘affiliating circumstances’ are present.”

Kulko v. Superior Ct. of Cal., 436 U.S. 84, 92, 98 S. Ct. 1690, 1697, 56 L.

Ed. 2d 132, 141 (1978) (quoting Hanson, 357 U.S. at 246, 78 S. Ct. at

1235, 2 L. Ed. 2d. at 1293).       We reject Ostrem’s assertion that Ross

implies anything about the determination whether the contacts of an

assignor impute to its assignee.

        The district court rejected Ostrem’s assertion that an assignee

steps into the shoes of its assignor for purposes of minimum contacts

analysis. In doing so, it relied on Purdue Research Foundation v. Sanofi-

Synthelabo, S.A., 338 F.3d 773 (7th Cir. 2003), a federal appeals court

case.   In that case, Purdue Research Foundation (PRF) entered into a

cooperative research agreement with Sterling Drug, Inc. (Sterling Drug)

to develop antiviral drugs.     Id. at 776.    The contract provided for

application of Indiana law, but it did not contain a forum selection clause

or any stipulation regarding personal jurisdiction in Indiana. Id. at 777.
        During the five-year contract period, the parties developed

pleconaril, a drug for the common cold. Id. After the contract expired,
                                      17

Sterling Drug’s successor obtained a patent for pleconaril and then sold,

as part of a package of assets, the pleconaril patent and other intellectual

property to a French company that later became SSBO France, which

retained all property rights to pleconaril.     Id.   Later, PRF brought a

breach of contract suit in Indiana federal court against SSBO France. Id.

at 778.

       SSBO France moved to dismiss for lack of personal jurisdiction.

Id. SSBO France was a French corporation that did not manufacture or

sell goods in Indiana, did not perform any services in Indiana, had no
employees or real estate in Indiana, and did not maintain any offices in

Indiana.    Id.   Moreover, there was no evidence to suggest that

representatives of SSBO France ever physically entered Indiana in

furtherance of the research agreement or communicated with PRF about

the research agreement.         In contrast, Sterling Drug had maintained

communications with PRF through mail, telephone, and other means,

and its personnel had made physical visits to Purdue University in

Indiana. Id. at 777–78.

       PRF made a contacts-imputation argument.          Id. at 783.   PRF

argued that because Sterling Drug was subject to specific personal

jurisdiction in Indiana on the basis of the research agreement, SSBO

France, as successor in interest to Sterling Drug, was also subject to

personal jurisdiction.    Id.    SSBO France argued that it was not a

successor in interest, but rather an assignee because it did not obtain

full ownership of Sterling Drug. Id. at 783–84. It would be unfair, SSBO

France insisted, to impute Sterling Drug’s contacts to its assignee. Id. at

784.
       The federal appeals court noted that two other federal circuit

courts had imputed the contacts of corporate predecessors to their
                                     18

corporate successors. See id. at 783 (citing Patin v. Thoroughbred Power

Boats Inc., 294 F.3d 640, 654 (5th Cir. 2002), and Williams v. Bowman

Livestock Equip. Co., 927 F.2d 1128, 1131 (10th Cir. 1991)).             The

reasoning behind imputing the contacts of a predecessor to a successor,

the court explained, was that the “two corporations ‘are the same entity,

the jurisdictional contacts of one are the jurisdictional contacts of the

other for the purposes’ ” of minimum contacts analysis.        Id. at 784

(quoting Patin, 294 F.3d at 653).

      In contrast, the federal appeals court explained that courts were
unwilling to impute the contacts of an assignor to its assignee. Id.; see,

e.g., Rogers v. 5-Star Mgmt., Inc., 946 F. Supp. 907, 913 (D.N.M. 1996)

(explaining that a court should not exercise personal jurisdiction over an

assignee “solely on the basis of its relationship with the” assignor). It

found the distinction drawn in cases between a corporate successor and

an assignee to be “a sound one,” particularly in light of the “Supreme

Court’s emphasis on the need for an individual” evaluation of a

defendant’s contacts with the forum state. Purdue Research Foundation,

338 F.3d at 784.      The expectations of a corporate successor and an

assignee are different, the court reasoned.       See id.    Because the

successor “has chosen to stand in the shoes of its predecessor and has

chosen to accept” the expectations of the predecessor’s business

partners, the successor should foresee litigation in the same courts as its

predecessor.    Id.   An assignee, however, does not have the same

relationships with the entities that had dealt with the assignor; an

assignee merely purchases contractual rights and assumes obligations.

See id.
      Nothing    in   the   record   suggested   SSBO    France    was     a

“ ‘mere continuation’ ” of Sterling Drug. Id. at 785. The two companies
                                      19

had not merged.        Id.    Neither had SSBO France purchased all or

substantially all of Sterling Drug’s assets.   Id.   Rather, SSBO France

purchased particular assets from Sterling Drug.       Id.   In affirming the

dismissal for lack of personal jurisdiction, the court concluded that a

“general rule” imputing an assignor’s contacts to its assignee “would, at

least in some cases, violate the established norms of due process.” Id. at

784.

       Ostrem argues the reasoning of Purdue Research is flawed and that

we should impute the jurisdictional contacts of an assignor to its
assignee.   To be clear, Ostrem does not argue PrideCo is Imperial’s

successor in interest.       He concedes PrideCo is an assignee, and the

record indicates nothing to the contrary. The flaw of Purdue Research,

Ostrem insists, is that it drew a distinction where none in reality exists

between corporate successors and assignees.          PrideCo argues that

mechanically imputing the contacts of the assignor to its assignee would

violate due process.

       Like the Purdue Research court, other courts have balked at

adopting a general rule that imputes the contacts of an assignor to its

assignee for purposes of minimum contacts analysis.          In two federal

cases in which assignees held just a small percentage of mortgages in a

large package, the assignees were found not subject to specific personal

jurisdiction. See Williams v. Firstplus Home Loan Owner Trust 1998-4,

310 F. Supp. 2d 981, 995 (W.D. Tenn. 2004) (dismissing for lack of

personal jurisdiction a claim against assignee purchaser of “consolidated

loan pools that happened to include loans secured by real property in

Tennessee”); Pilcher v. Direct Equity Lending, 189 F. Supp. 2d 1198,
1209–10 (D. Kan. 2002) (dismissing claim against assignees for lack of

personal jurisdiction). A federal court sitting in Massachusetts, noting
                                   20

courts’ resistance to a rule that mechanically imputes the assignor’s

contacts to the assignee, dismissed a claim for lack of personal

jurisdiction because the plaintiff failed to produce evidence to suggest

that a defendant was a corporate successor. See TomTom, Inc. v. Norman

IP Holdings, LLC, 890 F. Supp. 2d 160, 168 (D. Mass. 2012) (dismissing

claim for lack of general personal jurisdiction).   But see Stavrides v.

Zerjav, 848 S.W.2d 523, 528–29 (Mo. Ct. App. 1993) (holding court

lacked personal jurisdiction because the plaintiff failed to show

defendant was an assignee of a promissory note).      One federal court,
which ultimately found personal jurisdiction on the basis of the

assignee’s individual contacts, believed nevertheless “that a general rule

that imputes an assignor’s forum contacts to the assignee would violate

due process.”   Moxie Java Int’l, LLC v. Cornucopia Beverages, Inc., No.

CV-07-535-S-BLW, 2009 WL 187893, at *4 (D. Idaho Jan. 23, 2009).

Another federal court favored an individual assessment, holding that “an

assignee does not automatically step into the shoes of the assignor for

purposes of personal jurisdiction.”      Harbor Cold Storage, LLC v.

Strawberry Hill, LLC, No. C09-1252JLR, 2009 WL 3765361, at *4 (W.D.

Wash. Nov. 9, 2009).

      On the other hand, courts commonly impute a corporate

predecessor’s contacts to its successor in order to exercise personal

jurisdiction over the successor.    See, e.g., Patin, 294 F.3d at 653

(explaining consistent recognition by federal courts that the successor

may be subject to personal jurisdiction on basis of predecessor’s

contacts); LiButti v. United States, 178 F.3d 114, 123 (2d Cir. 1999)

(stating that court gains personal jurisdiction over successor in interest
by way of predecessor’s contacts); Williams, 927 F.2d at 1132 (permitting

imputation of contacts if successor is liable for actions of predecessor
                                           21

under forum law); City of Richmond v. Madison Mgmt. Grp., Inc., 918 F.2d

438, 454–55 (4th Cir. 1990) (stating rule and finding personal

jurisdiction under Virginia’s successor liability law); Minnesota Mining &

Mfg. Co. v. Eco Chem. Inc., 757 F.2d 1256, 1263 (Fed. Cir. 1985) (“When

the successor in interest voluntarily steps into the shoes of its

predecessor, it assumes the obligations of the predecessor’s pending

litigation if the court properly assumed jurisdiction over the predecessor

. . . .”); Duris v. Erato Shipping, Inc., 684 F.2d 352, 356 (6th Cir. 1982)

(holding if a constituent corporation’s contacts are sufficient for personal
jurisdiction, a court may exercise personal jurisdiction over the

successor).3     Imputing the contacts of a predecessor corporation to its


       3Aside   from these above-cited cases, there are numerous other instances of
courts imputing the contacts of a predecessor to its successor. See, e.g., Opportunity
Fund, LLC, v. Epitome Systems, Inc., 912 F. Supp. 2d 531, 538–40 (S.D. Ohio 2012)
(analyzing the contacts of a corporate predecessor to determine whether the court could
exercise personal jurisdiction over successor); Oticon, Inc. v. Sebotek Hearing Sys. LLC,
865 F. Supp. 2d 501, 508–09 (D.N.J. 2011) (applying New Jersey successor liability law
to determine whether to exercise jurisdiction over purported corporate successor);
Perceptron, Inc. v. Silicon Video, Inc., 423 F. Supp. 2d 722, 725 (E.D. Mich. 2006)
(stating that “a predecessor corporation’s contacts with the forum state can be imputed
to its successor corporation for the purposes of determining the surviving corporation’s
susceptibility to personal jurisdiction”); Patrick v. Mass. Port Auth., 141 F. Supp. 2d
180, 185–86 (D.N.H. 2001) (applying New Hampshire state law to determine whether a
purported successor was subject to personal jurisdiction based on predecessor’s
contacts); Linzer v. EMI Blackwood Music, Inc., 904 F. Supp. 207, 213 (S.D.N.Y. 1995)
(stating a corporate successor may be subject to personal jurisdiction if the predecessor
and successor are “one and the same” and “the predecessor continue[s] to exist as part
of the successor”); Inter-Americas Ins. Corp. v. Xycor Sys., Inc., 757 F. Supp. 1213, 1218
(D. Kan. 1991) (adopting rule that contacts of predecessor impute to successor when
the successor would be liable under Kansas successor liability law); Colson Servs. Corp.
v. Bank of Baltimore, 712 F. Supp. 28, 30 (S.D.N.Y. 1989) (stating general rule that
under certain conditions a corporate successor may be subject to jurisdiction based on
the activities of its predecessor); Jeffrey v. Rapid Am. Corp., 529 N.W.2d 644, 658 (Mich.
1995) (holding “the jurisdictional contacts of a predecessor can be imputed to a
successor when the successor expressly assumes all liabilities of the predecessor”);
Bennett v. Rapid Am. Corp., 816 S.W.2d 677, 678 (Mo. 1991) (noting widespread
imputation of predecessor’s jurisdictional contacts to successor and citing cases);
Simmers v. Am. Cyanamid Corp., 576 A.2d 376, 390 (Pa. Super. 1990) (concluding “the
acts of a predecessor corporation may be attributed to its successor for the purposes of
determining whether jurisdiction is proper”).
                                       22

successor prevents mischief that might occur if corporations and other

entities were able to shirk liability by switching names. See Duris, 684

F.2d at 356 (explaining that not imputing the contacts of a predecessor

to a successor for purposes of personal jurisdiction “would allow

corporations to immunize themselves by formalistically changing their

titles”); Jeffrey v. Rapid Am. Corp., 529 N.W.2d 644, 653 (Mich. 1995)

(“The primary rationale . . . is that corporations should be prevented from

using organizational changes to avoid jurisdiction in states where they

have previously done business.”).       These cases typically recognize “[a]
corporation’s contacts with a forum may be imputed to its successor if

forum law would hold the successor liable for the actions of its

predecessor.”   Williams, 927 F.2d at 1132; see also Crawford Harbor

Assocs. v. Blake Constr. Co., 661 F. Supp. 880, 883 (E.D. Va. 1987) (“If

the successor is to stand thus in the place of the predecessor, it must do

so for all purposes, including personal jurisdiction in the first instance.”).

Therefore the starting point for courts deciding whether to impute the

jurisdictional contacts of a corporate predecessor to its successor is state

substantive corporate successor law.        See, e.g., Williams, 927 F.2d at

1132 (discussing Oklahoma substantive successor liability law); Duris,

684 F.2d at 356 (applying Ohio law); Oticon, Inc. v. Sebotek Hearing Sys.,

LLC, 865 F. Supp. 2d 501, 508–09 (applying New Jersey corporate

successor liability law to determine whether to impute the predecessor’s

contacts to the successor); Crawford Harbor Assocs., 661 F. Supp. at 883

(applying Virginia substantive law).

      We held in Hagan v. Val-hi, Inc. that personal jurisdiction could be

exercised over a successor corporation that resulted from a series of
mergers.   484 N.W.2d 173, 178 (Iowa 1992).         We cited several federal

cases for the general rule that the contacts of a constituent corporation,
                                    23

which is one existing before a merger, may be imputed to its successor.

See id. at 176 (citations omitted). As other courts had done, we looked to

our substantive corporate law to determine whether a successor

corporation could recover for money due its predecessor and whether the

successor would be liable for the predecessor’s debts. See id. at 176–77.

We reasoned that because Iowa corporate law statutes granted the

successor the right to collect amounts due its constituent corporation

and subjected the successor to liability, “the merger itself [was] a

sufficient minimum contact warranting the assertion of personal
jurisdiction.” Id. at 177.

       “In Iowa, a corporation that acquires the assets of another

company generally will not be held liable for the debts of that company.”

Grand Labs., Inc. v. Midcon Labs of Iowa, 32 F.3d 1277, 1281 (8th Cir.

1994); see also Arthur Elevator Co. v. Grove, 236 N.W.2d 383, 391 (Iowa

1975) (stating general rule that the purchaser of corporate assets is

generally not liable for the debts of the transferor).   In Grundmeyer v.

Weyerhaeuser Co., for instance, one company purchased some of another

company’s assets and “assumed only limited liabilities.”      649 N.W.2d

744, 751 (Iowa 2002).        We found no evidence to suggest that the

transferor retained any ownership or control of the transferee company.

Id. at 752. On those facts, we concluded the transferee was not subject

to successor liability. See id. at 752 (upholding workers’ compensation

commissioner’s finding that transferee was not subject to successor

liability).

       There are four circumstances under which we will subject a

successor to liability.   See Pancratz v. Monsanto Co., 547 N.W.2d 198,
200 (Iowa 1996). A successor will be liable for the predecessor’s debts

when: the parties agree that the successor will assume the predecessor’s
                                      24

debts and liabilities; there is a consolidation or merger of the two

corporations; the successor is a “mere continuation” of the predecessor;

or the transaction was in fact fraudulent. Grundmeyer, 649 N.W.2d at

751–52; DeLapp v. Xtraman, Inc., 417 N.W.2d 219, 220 (Iowa 1987);

Arthur Elevator Co., 236 N.W.2d at 391; Luedecke v. Des Moines Cabinet

Co., 140 Iowa 223, 226, 118 N.W. 456, 457 (1908). One theme of these

cases is that a successor is liable when it is not distinct from its

predecessor.    See, e.g., Nelson v. Pampered Beef-Midwest, Inc., 298

N.W.2d 281, 287–88 (Iowa 1980) (explaining the application of the “mere
continuation” and merger exceptions); Arthur Elevator Co., 236 N.W.2d at

392 (citing cases from other jurisdictions that focused on the sameness

of the predecessor and successor); see also In re Bellingham Ins. Agency,

Inc., 702 F.3d 553, 572 (9th Cir. 2012) (explaining that in Washington,

which recognizes the general rule of successor liability and the

continuation exception, “[t]he nub of the inquiry is whether the

purchaser represents merely a new hat for the seller” (internal quotation

marks omitted)).

       We applied one of the four exceptions in Arthur Elevator.          236

N.W.2d at 392–93.      In that case, a partnership incurred debts and

afterward was purchased by a corporation.           See id. at 386.       The

partnership and corporation had the same name, some of the partners

became corporate directors, one erstwhile partner became the new

corporation’s president, and the corporation “retained the partnership’s

manager, set of books, and bookkeeping system.” Id. at 392–93. The

company’s line of business also remained the same. Id. at 393. After

reviewing cases from several other jurisdictions, we held on these facts
that   the   corporation   was   a   mere   continuation   of   the   previous

partnership. Id. at 392–93.
                                    25

      The relationship between an assignor and an assignee does not

bear the same characteristics as the relationship between a predecessor

and a successor. In an assignment, an assignor transfers to its assignee

“the whole of any property or right in the property.” Red Giant Oil Co. v.

Lawlor, 528 N.W.2d 524, 533 (Iowa 1995); see 6A C.J.S. Assignments

§ 2, at 396 (2004) (defining assignment as a “transfer or making over to

another of the whole of any property, real or personal”). “An assignee is

one to whom [a] right or property is assigned” by sale or other transfer.

6A C.J.S. Assignments § 4, at 398. The assignee assumes the assignor’s
rights, remedies, and benefits under the assignment but is “subject to all

defenses to which the assignor is subject.”    Red Giant, 528 N.W.2d at

533; see also Kintzel v. Wheatland Mut. Ins. Ass’n, 203 N.W.2d 799, 806

(Iowa 1973) (noting an assignment carries with it all rights, remedies,

benefits incidental to the assigned thing); 6A C.J.S. Assignments § 87, at

476 (describing an assignment as vesting “in the assignee the same right,

title, or interest that the assignor had in the thing assigned”).       An

assignee, unlike a successor, thus assumes a limited bundle of rights,

obligations, and expectations. See Purdue Research, 338 F.3d at 784.

      Red Giant illustrates the limitations of the relationship between an

assignor and assignee.    In that case, a welder negligently performed

welding for Red Giant, and the welder’s insurance company refused to

defend him.    Red Giant, 528 N.W.2d at 527.       Red Giant obtained a

judgment against the welder, and the welder afterward assigned his right

of action against the insurance company to Red Giant. See id. at 527–

28. In exchange, Red Giant agreed not to execute against the welder. Id.

at 528.
      There was no indication in Red Giant that Red Giant assumed any

liabilities or debts of the welder, by agreement, merger, or otherwise. The
                                     26

assignment of this limited right to pursue a claim, which we found “not

inherently collusive or fraudulent,” id. at 533, resembled a bona fide

transfer of assets, the type to which the general rule against corporate

successor liability ordinarily extends its protection, see id. (explaining the

characteristics of an assignment). See also Grundmeyer, 649 N.W.2d at

752 (holding there was no successor liability); see also Pancratz, 547

N.W.2d at 201 (“It is generally recognized that the general rule of

corporate successor nonliability developed ‘as a response to the need to

protect bonafide purchasers from unassumed liability.’ ” (quoting Tucker
v. Paxson Mach. Co., 645 F.2d 620, 623 (8th Cir. 1981)); Luedecke, 140

Iowa at 228, 118 N.W. at 457 (explaining that “a corporation . . . may

transfer its property in good faith to a bona fide purchaser, and such

purchaser will hold it free from the debts of the corporation”).          The

relationship between the welder and Red Giant, assignor and assignee,

exhibited none of the pertinent characteristics of the relationships

between entities in the cases in which we have found a successor liable

for its predecessor’s debts.    See Arthur Elevator, 236 N.W.2d at 393

(concluding corporation was a continuation of partnership).            Thus,

Grundmeyer, Arthur Elevator, and Red Giant, taken together, stand at

least for the proposition that, contrary to Ostrem’s assertion, there is a

distinction in substantive law between a corporate successor and an

assignee or asset purchaser.

      The substantive distinction between corporate successors and

assignees is meaningful in this personal jurisdiction case. The premise

underlying the four exceptions to the general rule barring successor

liability and the rule imputing the contacts of a corporate predecessor to
its successor is the same: the successor “is, in fact, the same corporate

entity as the predecessor corporation.”       See Patin, 294 F.3d at 654
                                     27

(explaining the rationale for imputing the predecessor’s waiver of

personal jurisdiction to its successor); see also Linzer, 904 F. Supp. at

213 (conditioning successor’s imputation of jurisdictional contacts on

findings that “predecessor and successor [were] one and the same and

that the predecessor continue[d] to exist as part of the successor”). By

contrast, there is no similar unifying premise underlying a rule that

would mechanically impute the contacts of an assignor to its assignee

because the two entities retain their separate identities.

      The relationship between PrideCo and Imperial does not exhibit the
characteristics of a corporate successor relationship.       Nothing in this

record suggests that PrideCo has the same owner or management as

Imperial, that it agreed to assume all of Imperial’s debts and liabilities,

that there was any merger of the two, or any fraudulent transactions

between the two.    See Arthur Elevator Co., 236 N.W.2d at 391 (listing

exceptions to general rule against successor liability).      Here, like the

plaintiff in Red Giant, PrideCo received an assignment in exchange for

not pursuing its rights against Imperial.        See 528 N.W.2d at 528.

Without more, our substantive law would not hold PrideCo, a mere

assignee, liable as a corporate successor to Imperial because the two

companies are not the same entity.          See generally Grundmeyer, 649

N.W.2d at 751–52 (holding company that purchased assets and assumed

liabilities was not a successor of another company); Pancratz, 547

N.W.2d at 202 (finding corporation was not continuation of another

corporation).   Therefore, we do not mechanically impute Imperial’s

jurisdictional contacts to PrideCo.       PrideCo “cannot be considered to

stand in the shoes” of Imperial for purposes of personal jurisdiction.
Purdue Research, 338 F.3d at 783.
                                      28

        But rejecting mechanical imputation of contacts does not resolve

the issue. As the federal circuit court in Purdue Research recognized, “a

general rule that imputes the assignor’s forum contacts to the assignee

would, at least in some cases, violate the established norms of due

process.” See 338 F.3d at 784. We avoid that concern by focusing on

PrideCo’s    own   contacts    with   Iowa—specifically     the   contractual

relationships it assumed by assignment.

        Unlike the assignees in Purdue Research, Pilcher, and Williams,

who received packages of property that happened to include the
assignment from which the dispute arose, PrideoCo did not buy a group

of assets; it entered into a single “Assignment and Assumption

Agreement,” acquiring a single life insurance financing relationship with

an Iowan. See Purdue Research, 338 F.3d at 776–77; Williams, 310 F.

Supp. 2d at 995; Pilcher, 189 F. Supp. 2d at 1209.          PrideCo received

documents that disclosed that Ostrem, the personal guarantor, resided

in Iowa, that Mrs. Ostrem resided in Iowa, and that both had executed

the underlying loan documents in Iowa. Although a Georgia trust had

been formed with Mrs. Ostrem as a cotrustee, the record supports an

inference that PrideCo was aware the trust had no assets. Thus, PrideCo

would    have   known    the   responsibility   for   any   unpaid   financial

obligation—an obligation that PrideCo would have known could reach

nearly $2 million in principal alone—would fall on Ostrem, an Iowan.

Similarly, PrideCo would have known from the information available to it

that it could become a party to litigation in Iowa.

        The record reveals PrideCo’s significant involvement in the

financing arrangement, before and after the assignment. Brandon Small
revealed to David, Ostrem’s son, that PrideCo had been involved in the

financial transactions relating to the life insurance policy since 2007.
                                    29

PrideCo first loaned money to Imperial to fund the insurance premiums

in May 2009. After the assignment in 2010, PrideCo advanced $33,000

each month to fund the life insurance premiums. According to PrideCo’s

own projection, contained in a letter sent to Ostrem at his Iowa address

in June 2011, the loan for the life insurance premiums would reach its

maximum principal balance in February 2012. At that time, after several

more advances by PrideCo, the entire balance, more than $2.6 million,

would become due.     Ostrem, the letter warned, would be responsible.

PrideCo, like Imperial, surely “contemplated future consequences” of the
financing arrangement with Ostrem. See Burger King Corp., 471 U.S. at

479, 105 S. Ct. at 2185, 85 L. Ed. 2d at 545 (considering “contemplated

future consequences” as one factor to determine whether a defendant

established minimum contacts with a forum).

      The documents that support the financing arrangement were the

product of extensive back-and-forth among Iowans and Imperial.           The

documents that were assigned to PrideCo are the product of these

extensive negotiations. The various documents that are the foundation

of this assignment support invoking the jurisdiction of Iowa’s courts.

      Forum selection clauses like those found in the supporting

documents permit Iowa’s courts to exercise personal jurisdiction over

consenting parties.   See EFCO Corp. v. Norman Highway Constructors,

Inc., 606 N.W.2d 297, 300 (Iowa 2000) (holding district court did not err

by exercising personal jurisdiction over a nonresident corporation on the

basis of a forum selection clause). Likewise, agreements that consist of

multiple contract documents are to be read as a whole. See Burger King

Corp., 471 U.S. at 465, 105 S. Ct. at 2178, 85 L. Ed. 2d at 536 (referring
to “the governing contracts”); see also St. Paul Fire & Marine Ins. Co. v.

Courtney Enters., Inc., 108 F. Supp. 2d 1057, 1061 (D. Minn. 2000)
                                     30

(analyzing the effect of and provisions in multiple contracts to determine

whether to exercise personal jurisdiction).         One document, titled

“Disclosure Statement, Representations and Warranties, and Consent,”

which was executed by Ostrem and Mrs. Ostrem, mandates that any

claims or controversies be submitted to arbitration “in Des Moines, IA.”

It also provides that if the arbitration provision were held unenforceable,

the Ostrems or the trust “irrevocably submit to the exclusive jurisdiction

of any federal or state court sitting in Des Moines, IA.”

        The parties agreed Iowa’s courts would have jurisdiction to enforce
the loan agreement between Imperial and the trust. The parties agreed

“to submit to the personal jurisdiction of the federal and state courts

sitting in Des Moines, IA.”    So too would the trust and Imperial use

Iowa’s courts to resolve disputes “arising out of or relating to” the

promissory note, which provides the trust “agree[d] to be subject to the

exclusive jurisdiction of Des Moines, IA.” These documents make clear

the initial parties to the financing arrangement anticipated litigating in

Iowa.

        It is true the personal guaranty contains a clause designating

Georgia as a forum for disputes arising from the personal guaranty. But

the clause is not exclusive. See, e.g., High Plains Constr., Inc. v. Gay, 831

F. Supp. 2d 1089, 1101–02 (S.D. Iowa 2011) (distinguishing mandatory

and permissive, or exclusive and nonexclusive, forum selection clauses).

The clause does not foreclose litigation elsewhere. See id. (explaining a

permissive clause does not exclude litigation in another forum).

Imperial, a sophisticated business entity, could have drafted a different

clause in the personal guaranty or in the multitude of other financing
documents.      The forum selection clause contained in the personal
                                    31

guaranty is just one forum selection clause among many in the financing

arrangement.

      One federal court has relied on a forum selection clause in a set of

leases to conclude the guarantor had minimum contacts with the forum,

even though the contemporaneously executed guaranty expressly

authorized a different forum.    See Bistro of Kansas City, Mo., LLC v.

Kansas City Live Block 125 Retail, LLC, No. ELH-10-2726 2011 WL

1063800, at *15 (D. Md. Mar. 18, 2011) (finding personal guarantor had

minimum contacts with the forum).        Because the guaranties and the
leases were negotiated and executed contemporaneously, and because

the parties were sophisticated and represented by counsel, the court

found the minimum contacts analysis not “entirely separable.”       Id. at

*13. Similar facts are present here, though Ostrem contends he is not

sophisticated when it comes to no-cost insurance.          The personal

guaranty   and    the    other   financing   documents   were    executed

contemporaneously.      They were the product of the same negotiations.

Regardless of Ostrem’s claimed lack of sophistication, Imperial must

have understood the effect of its various forum selection clauses. And

PrideCo, as a sophisticated entity, must have understood the effect of

those clauses when it took the assignment.

      When an out-of-state party, like Imperial, insists on the right to

sue someone in our courts by contract, it “should reasonably anticipate

being haled into court” in Iowa. World-Wide Volkswagen Corp., 444 U.S.

at 297, 100 S. Ct. at 567, 62 L. Ed. 2d at 501.       The various forum

selection clauses reinforce Imperial’s “deliberate affiliation with” Iowa

“and the reasonable foreseeability of possible litigation” in Iowa. Burger
King Corp., 471 U.S. at 482, 105 S. Ct. at 2187, 85 L. Ed. 2d at 547. The
                                     32

same is true of an out-of-state party who takes a single assignment from

a party that insists on the jurisdiction of Iowa’s courts.

      Imperial’s financing arrangement, which resulted from substantial

email negotiations between Imperial, Kobernusz, and David, who were in

Iowa, was set to last five years and consisted of more than a dozen

instruments all executed in Iowa.         Before it assigned the financing

arrangement, Imperial advanced nearly $2 million to fund the life

insurance premiums. Imperial must have contemplated that one future

consequence of the arrangement was litigation with an Iowa resident.
Imperial must have at least contemplated litigation in Iowa because of

the various forum selection clauses, all but the personal guaranty

selecting Iowa as the forum. Imperial purposefully directed its activities

at residents of Iowa.   See Cascade Lumber, 596 N.W.2d at 93 (finding

months of telephone negotiations and the likelihood a breach of contract

would occur in Iowa supported exercise of personal jurisdiction); Hager,

440 N.W.2d at 607 (finding telephone and mail contacts and a significant

contractual relationship established sufficient minimum contacts); see

also Burger King Corp., 471 U.S. at 479, 105 S. Ct. at 2185, 85 L. Ed. 2d

at 545 (listing factors to consider in deciding whether a defendant

established minimum contacts).      Clearly the cause of action regarding

the personal guaranty, as one part of the financing arrangement, arises

out of these contacts with Iowa. See Capital Promotions, 756 N.W.2d at

834 (explaining requirement that injuries arise out of defendant’s

contacts with the forum). Imperial had sufficient minimum contacts with

Iowa to support personal jurisdiction.

      Through    the    various   documents    and    agreements,   PrideCo
effectively assumed Imperial’s contacts with Iowa.      Due process is not

violated by requiring PrideCo to litigate in Iowa based on the contractual
                                    33

relationships it agreed to accept by its assignment from Imperial. While

there was just one assignment rather than a package deal, PrideCo was

involved in the financing arrangement before the assignment, and

multiple forum selection clauses, which PrideCo would have had

knowledge of, designated Iowa as the forum for resolving disputes.

PrideCo knew that the subject of any future litigation was an Iowa

resident.   After the assignment, PrideCo continued to advance funds

each month to fund the life insurance premiums on behalf of Ostrem, an

Iowa resident. Cf. McGee v. Int’l Life Ins. Co., 355 U.S. 220, 223–24, 78
S. Ct. 199, 201–02, 2 L. Ed. 2d 223, 226–27 (1957) (holding

constitutional the exercise of personal jurisdiction over an out-of-state

insurance   company     that   assumed    another   insurance    company’s

obligations to the insured and continued to comply with the terms of the

original agreement).   PrideCo plainly cannot claim that it could not

foresee litigating in Iowa when it took the assignment and continued

advancing money under the financing arrangement.

      Having found the necessary minimum contacts with Iowa, we must

now “ ‘determine whether the assertion of personal jurisdiction would

comport with “fair play and substantial justice.” ’ ” Capital Promotions,

756 N.W.2d at 834 (quoting Burger King Corp., 471 U.S. at 476, 105 S.

Ct. at 2184, 85 L. Ed. 2d at 543). The burden of litigating in Iowa on

PrideCo, a California partnership, is no greater than would be the burden

of litigating in Georgia. Certainly the burden of litigating in Georgia for

Ostrem, where PrideCo filed its lawsuit, is at least as heavy as the

burden of litigating in Iowa for PrideCo. See Gator.com Corp. v. L.L. Bean,

Inc., 341 F.3d 1072, 1081 (9th Cir. 2003) (finding the burden on the
plaintiff of litigating in the defendant’s domicile equal to or greater than

the burden placed on the defendant by litigating in the plaintiff’s chosen
                                     34

forum); Cent. Freight Lines Inc. v. APA Transp. Corp., 322 F.3d 376, 384

(5th Cir. 2003) (comparing the burden on the defendant of litigating in

the chosen forum to the burden on the plaintiff of litigating in the

defendant’s home state). The minimal burden on PrideCo strongly favors

the exercise of personal jurisdiction by Iowa’s courts.     See World-Wide

Volkswagen Corp., 444 U.S. at 292, 100 S. Ct. at 564, 62 L. Ed. 2d at

498 (stating the burden on the defendant is “always a primary concern”

among the other fairness factors).

      Two other factors are in this case decisive.       First, Iowa has a
legitimate interest in adjudicating a dispute between one of its residents,

as Ostrem was when he executed the personal guaranty, and an out-of-

state entity that established contacts with this state. See Burger King

Corp., 471 U.S. at 482–83, 105 S. Ct. at 2187, 85 L. Ed. 2d at 547

(finding the forum state’s legitimate interest in adjudicating a dispute

sufficient for purposes of personal jurisdiction). Certainly Iowa “has a

manifest interest in providing effective means of redress for its residents.”

McGee, 355 U.S. at 223, 78 S. Ct. at 201, 2 L. Ed. 2d at 226.

      Ostrem’s interest in obtaining convenient and effective relief also

favors jurisdiction in Iowa because, as he points out, he likely has no

mechanism by which to bring Kobernusz and AIP, both named in his

petition, before a Georgia court. See Shams, 829 N.W.2d at 857 (listing

the plaintiff’s interest in obtaining convenient and effective relief as one

factor in fairness analysis). Thus, exercising personal jurisdiction over

PrideCo provides an effective and convenient means of relief from the

parties named in Ostrem’s petition.        These two factors alone, “the

interests of the plaintiff and the forum,” the United States Supreme
Court has explained, often “will justify even the serious burdens placed

on the alien defendant.” Asahi Metal Indus. Co. v. Super Ct. of Cal., 480
                                     35

U.S. 102, 114, 107 S. Ct. 1026, 1033, 94 L. Ed. 2d 92, 105–06 (1987).

As noted, the burden on PrideCo of defending in Iowa is comparatively

light.    Accordingly, we find the assertion of personal jurisdiction over

PrideCo would be neither unfair nor unjust.

         C. Failure to State a Claim. Because the district court found it

lacked personal jurisdiction over PrideCo, it did not address PrideCo’s

motion to dismiss for failure to state a claim. PrideCo argues we should

affirm the district court on this alternative ground. “If we disagree with

the basis for the court’s ruling, we may still affirm if there is an
alternative ground, raised in the district court and urged on appeal, that

can support the court’s decision.”    Fencl v. City of Harpers Ferry, 620

N.W.2d 808, 811–12 (Iowa 2000). Because we disagreed with the district

court’s ruling on personal jurisdiction, we must decide whether the

court’s ruling can be affirmed on the motion to dismiss for failure to state

a claim, which PrideCo raised in the district court and again on appeal.

See Hawkeye Foodservice, 812 N.W.2d at 610 (considering alternative

grounds for dismissal after reversing district court’s ruling that the

plaintiff lacked standing).

         Ostrem’s petition contains three claims against PrideCo.        To

survive a motion to dismiss, Ostrem’s petition need only allege facts that,

if they were proven, would entitle him to recovery. See id. at 612. The

petition must give “fair notice” of the plaintiff’s claim, a standard met if

the petition “informs the defendant of the incident giving rise to the claim

and of the claim’s general nature.” U.S. Bank v. Barbour, 770 N.W.2d

350, 354 (Iowa 2009). We view the allegations in the petition in the light

most favorable to the plaintiff. Rees v. City of Shenandoah, 682 N.W.2d
77, 79 (Iowa 2004). It is a rare case that does not survive a motion to

dismiss for failure to state a claim. See U.S. Bank, 770 N.W.2d at 353
                                    36

(“Nearly every case will survive a motion to dismiss under notice

pleading.”).

      In Ostrem’s first count, he seeks a declaratory judgment that the

personal guaranty is not valid.    He alleges that the personal guaranty

purports to make him liable for amounts due on the “Loan.” The term

“Loan” is defined as the loan made “[p]ursuant to a credit agreement”

between Imperial and the trust and “evidenced by the Secured

Promissory Note.” Ostrem alleges no documents exist with these titles or

substance, so the personal guaranty purports to hold him liable for a
loan that does not exist.     Viewing the allegations in the light most

favorable to Ostrem, we conclude the facts pled in Ostrem’s first count

inform PrideCo of the incident underlying the claim and the claim’s

general nature. See id. at 354. Accordingly, the facts pled are sufficient

to survive PrideCo’s motion to dismiss.

      In Ostrem’s second count, he seeks a declaratory judgment.

Ostrem alleges under Georgia law the doctrine of in pari delicto precludes

“a party from enforcing a contract where the contract was based on

fraudulent conduct and the party seeking to enforce it is equally or more

blameworthy than the party it is seeking to enforce the contract against.”

He then alleges Imperial engaged in a scheme to defraud Aviva, the

personal guaranty is part of the fraudulent scheme, and PrideCo, as a

part of the fraudulent scheme, should be precluded from enforcing the

personal guaranty.    Viewed in the light most favorable to Ostrem, the

facts pled satisfy the requirement they inform PrideCo of the incident

giving rise to the claim and inform PrideCo of the claim’s general nature.

We conclude the allegations made in Ostrem’s second count are
sufficient to survive a motion to dismiss.
                                           37

       In   Ostrem’s     third    count,    he   alleges    that   Imperial,     David,

Kobernusz, and Finance for Life entered into a conspiracy to defraud

Aviva into issuing a life insurance policy. Ostrem alleges the defendants

made several misrepresentations to him and he relied on those

misrepresentations.         Ostrem seeks to have the personal guaranty

rescinded because it was procured by misrepresentation.                       Ostrem’s

petition meets the minimal requirement that it informs PrideCo of the

incident or incidents giving rise to the claim and the general nature of

the claim. Therefore the facts pled in Ostrem’s third count are sufficient
to survive a motion to dismiss. Accordingly, we reject PrideCo’s assertion

that the district court’s ruling should be affirmed on alternative grounds.

       IV. Conclusion.

       We conclude a rule that mechanically imputes the jurisdictional

contacts of an assignor to its assignee would violate due process.

Nevertheless, under the circumstances of this case, we conclude

PrideCo’s own contacts with Iowa, based on the contractual relationships

it chose to assume by assignment from Imperial, are sufficient to subject

PrideCo to personal jurisdiction in Iowa. Accordingly, PrideCo did have

the required minimum contacts to support the exercise of personal

jurisdiction.    Further, we do not affirm the district court’s ruling on

alternative grounds.4 We reverse and remand for further proceedings.

       REVERSED AND REMANDED.




        4As noted above, the district court did not rule on Ostrem’s motions because the

court found it lacked personal jurisdiction. Ostrem did not raise them on appeal. We
therefore do not address those motions. See Meier v. Senecaut, 641 N.W.2d 532, 537
(Iowa 2002) (“It is a fundamental doctrine of appellate review that issues must
ordinarily be both raised and decided by the district court before we will decide them on
appeal.”).
