          United States Court of Appeals
                     For the First Circuit


No. 12-1338

                    BLUETARP FINANCIAL, INC.,

                      Plaintiff, Appellant,

                               v.

                 MATRIX CONSTRUCTION CO., INC.,

                      Defendant, Appellee.


          APPEAL FROM THE UNITED STATES DISTRICT COURT
                    FOR THE DISTRICT OF MAINE

          [Hon. George Z. Singal, U.S. District Judge]


                             Before

                   Thompson, Selya, and Lipez,
                         Circuit Judges.



     Gavin G. McCarthy, with whom Pierce Atwood LLP was on brief,
for appellant.
     Jason P. Donovan, with whom Daniel R. Mawhinney and Thompson
& Bowie, LLP were on brief, for appellee.



                          March 1, 2013
            THOMPSON, Circuit Judge.   The sole question presented on

appeal is whether the district court has personal jurisdiction over

the defendant.    The district court did not think it did and so

dismissed the complaint.    After carefully considering the matter,

we find the requirements for personal jurisdiction have been

satisfied and we reverse.

                         FACTUAL BACKGROUND

            The defendant Matrix Construction Co., Inc. ("Matrix"),

as the name suggests, is in the construction business.       It is a

South Carolina corporation with its principal place of business in

Anderson, South Carolina.    In 2010, it was hired as the general

contractor for a project involving renovations to three schools in

Anderson.    In connection with the project, Matrix solicited bids

from building supply companies.     Contract Supply, LLC ("Contract

Supply"), a South Carolina company with its principal place of

business in Mauldin, South Carolina, submitted a bid to supply

hollow metal frames and wooden doors. Matrix accepted the bid; the

quoted price was around $150,000.

            At the time, Contract Supply had a relationship with the

plaintiff BlueTarp Financial, Inc. ("BlueTarp"), a company that

provides commercial credit to the construction industry.    BlueTarp

is a Delaware corporation with its principal place of business in




                                 -2-
Portland, Maine.1        BlueTarp and Contract Supply had entered into a

contract whereby Contract Supply agreed to provide a BlueTarp

credit application to the contractors it worked with instead of

extending its own in-house credit.            And so, after its bid had been

accepted,     Contract      Supply    faxed     Matrix     a    BlueTarp    credit

application.      The attached fax cover sheet read: "Could you please

complete the following credit app?            We need to get your company set

up in our system so we can get started on the shop drawings for the

2 Anderson elementary schools."

            The credit application, which called for various bits of

information      about    the   applicant     company,   indicated     that   upon

completion it could be returned to the materials dealer (here

Contract Supply), or to BlueTarp via a toll free fax number, email,

or by mail to a P.O. Box in Portland, Maine.               The application also

contained    a    second    page     titled    "BlueTarp       Financial   Account


     1
       According to BlueTarp, its principal place of business is in
Portland, Maine and its corporate office is in Charlotte, North
Carolina. Matrix, however, is not convinced that Maine is in fact
the principal office. It points to some of BlueTarp's filings with
various states, including North Carolina, that list the Charlotte,
North Carolina office as being either the "principal executive
office," "main business address," "corporate officers' address," or
"principal office address."      For our purposes, applying the
plaintiff-friendly prima facie standard (explained later), BlueTarp
has adequately established that its principal place of business is
in Maine. There is evidence that forty-three of its fifty-three
employees work in the Maine office, including three-quarters of the
managerial level staff.     All purchase authorizations, customer
records, billing, communications, and collection efforts go through
the Maine office. BlueTarp's filings with the Maine Secretary of
State, and its filing with the U.S. Securities and Exchange
Commission, list its principal office as being in Portland, Maine.

                                        -3-
Agreement" (the "account agreement"), which laid out the terms and

conditions of the credit relationship.        The account agreement

listed BlueTarp's address as 443 Congress Street in Portland,

Maine.   It also provided that the agreement would be governed by

the "laws of the State of Maine" and that in the event of default

"BlueTarp may institute suit against you in the courts of the State

of Maine, regardless of where you are geographically located or

conduct business."    The account agreement further indicated that

Matrix's use of its BlueTarp account would constitute acceptance of

the agreement's terms and conditions, and that Matrix agreed to be

bound by the account agreement in the event its application was

approved.

            Matrix says its policy was to pay for building materials

by check whenever possible and, when credit was needed, to use the

line of credit it had with a bank.        Nonetheless, to avoid any

delays, Matrix's office manager completed and signed the credit

application.    However, she left the requested credit line blank

because, according    to   Matrix, it   did not   intend   to   purchase

anything using the credit.    The application was faxed to Contract

Supply in South Carolina.

            Contract Supply forwarded the application to BlueTarp,

which denied it because the application was not signed by a Matrix

corporate officer and because the requested credit line was left

blank.   On May 24, 2010, BlueTarp sent a fax to Matrix indicating


                                 -4-
that it could not process the credit application for those reasons.

The fax directed Matrix to resubmit its application to BlueTarp via

fax.    One of BlueTarp's employees followed up with Matrix during

the    ensuing    week   by   phone   and   fax   asking   for   a   completed

application.

            On June 2, Matrix submitted a new application, again

containing the account agreement on the second page.             This one was

signed by Matrix's president, H.M. King, Jr., with a requested

credit line of $5,000 (an intentionally limited amount because,

again, Matrix says it never intended to use the credit).                Using

BlueTarp's toll free fax number, Matrix faxed the application to

BlueTarp's office in Portland, Maine. The application was approved

that day.        On or around June 8, 2010, BlueTarp sent Matrix a

welcome letter.       The letter, which listed BlueTarp's address as

being in Maine, indicated that Matrix's initial credit limit was

$10,000 and it provided billing, payment, and online account set-up

information including an account number, sign-on password, and a

purchaser identification number. The second page of the letter was

another copy of the account agreement.

            Right around this time, on June 6, 2010, Matrix submitted

its first purchase order to Contract Supply, a $44,134.00 order. A

$51,078.92 order followed on January 14, 2011 and then a $71,880.40

order on May 5, 2011.           Contract Supply billed Matrix for the

ordered materials directly, sending a little more than twenty


                                      -5-
invoices from September 2010 to May 2011.            Contract Supply's name

and its South Carolina address were listed at the top of each

invoice.     Under a box labeled "Terms" on the invoices it said

"BlueTarp."    Then at the bottom of each invoice it said "BlueTarp

Customers Only Please Remit to BlueTarp Financial, Inc." and it

provided a P.O. Box located in Atlanta, Georgia.

           At the same time, BlueTarp was also billing Matrix from

its Maine office.      It was doing this because it was advancing

Contract   Supply   money     as   payment    for    Matrix's   purchases.

Specifically,   from   July    2010    to   May    2011,   BlueTarp   approved

$169,217.58 in charges made on Matrix's BlueTarp credit account.

And so from July 2010 to June 2011, BlueTarp sent Matrix a billing

statement once a month (twelve total).            On the billing statements

BlueTarp's address was listed as the P.O. Box in Atlanta, Georgia.

The statements contained Matrix's customer account number, account

summary, account balance, a list of its purchase transactions, its

available credit, and credit limit, among other things.               The first

bill reflected Matrix's credit limit as being $10,000.                 After a

couple of months this climbed to $50,000 and eventually up to a

high of $144,000. Matrix says it never requested or discussed this

increase with BlueTarp.

           Matrix elected to pay Contract Supply directly for the

materials.    From September 2010 to April 2011 Matrix sent checks

to Contract Supply in South Carolina.             Matrix sent eleven checks,


                                      -6-
the payments     totaling    about $50,500.    Matrix   never   made any

payments to BlueTarp.       However, apparently unbeknownst to Matrix,

Contract Supply was forwarding the checks to BlueTarp.          Contract

Supply was sending the checks to a bank lockbox that BlueTarp

maintained - this was the Georgia P.O. Box.2       The bank would take

the checks directly from this lockbox and deposit them, regardless

of who was listed as payee, into BlueTarp's account.       According to

BlueTarp, because of this arrangement it never saw the checks and

therefore never knew that Matrix was "improperly" making the checks

out to Contract Supply.

            During this time (June 2010 to June 2011 to be exact)

Matrix and BlueTarp were intermittently communicating on the phone

and by email.    Based on the communication logs that BlueTarp kept

and an accompanying affidavit, it appears there was in the vicinity

of fifteen calls or emails, all of which went through BlueTarp's

Maine office.      The bulk of the communications originated from

BlueTarp.     There were, however, a couple of emails sent from

Matrix's office manager to BlueTarp; both times she was responding

to a communication from BlueTarp.

            In June 2011, Matrix learned that Contract Supply was not

paying its suppliers.       As a result, Matrix stopped paying Contract

Supply.     It says it did this on the advice of legal counsel to

protect against the risk of double payment to Contract Supply and


     2
         One check was sent directly to BlueTarp and not the lockbox.

                                    -7-
its suppliers under South Carolina law.                 On June 15, 2011, a

collections manager from BlueTarp sent Matrix a letter.                    In it,

BlueTarp conceded that Contract Supply had not paid some of its

suppliers.   It went on to say that if Matrix was considering paying

the bilked suppliers directly, such payment would not relieve it of

its obligations to BlueTarp.          The letter continued by indicating

that BlueTarp had paid Contract Supply in full for all of Matrix's

purchases    and    therefore      Matrix    owed    BlueTarp     a   balance   of

$118,201.50.3      Matrix ignored the payment request.

                            PROCEDURAL BACKGROUND

            In July 2011, BlueTarp filed this lawsuit in the United

States District Court for the District of Maine invoking diversity

jurisdiction.      See 28 U.S.C. § 1332(a)(1).          The complaint, which

included     a     breach     of    contract        claim   and       an   unjust

enrichment/equitable indemnity claim, alleged that Matrix owed

BlueTarp $121,708.80 for unpaid purchases and interest.                    Matrix,

the following month, turned around and filed its own lawsuit.                   It

sued BlueTarp, Contract Supply, and two of Contract Supply's

suppliers in South Carolina state court.            The gist of the claim was

that Matrix had never accessed its BlueTarp credit and that it was

Contract Supply, not Matrix, who owed BlueTarp money.




     3
       Matrix had paid in full all of its charges up to May 2011.
The roughly $118,000 was the amount due in June and July.

                                       -8-
           Motion practice followed shortly behind the complaints.

First, BlueTarp moved to dismiss the South Carolina case under

South Carolina Rule of Civil Procedure 12(b)(8) on the basis that

its earlier filed lawsuit in Maine involved the same parties and

claims.   A week or so later Matrix moved to dismiss the Maine case

on the following grounds: lack of personal jurisdiction, lack of

subject matter jurisdiction, improper venue, forum non conveniens,

and failure of the unjust enrichment/equitable indemnity claim as

a matter of law.

           The South Carolina decision issued first.      The court

stayed the case pending the district court of Maine's resolution of

Matrix's motion to dismiss.    If jurisdiction was found in Maine,

the South Carolina court said it would dismiss Matrix's complaint;

if not, it would allow the case to go forward.

           The federal district court of Maine's decision followed.

It granted the motion to dismiss holding that it lacked personal

jurisdiction over Matrix.     It started by saying that the forum

selection clause in the account agreement permitted BlueTarp to

file suit in the state courts of Maine but did not require it.   It

then turned to the question of personal jurisdiction, noting first

that general jurisdiction clearly did not exist and that the

operative question was whether there was specific jurisdiction. In

deciding that the answer was no, the court reviewed Matrix's

contacts with Maine and in essence decided that they were too


                                -9-
tenuous to establish jurisdiction.        Because it found personal

jurisdiction lacking, the court did not analyze the other grounds

that Matrix advanced to support dismissal.        In a footnote, the

court did however note that BlueTarp had established a basis for

subject matter jurisdiction because it was not clear to any legal

certainty that BlueTarp's claims were worth less than the $75,000

required for diversity jurisdiction.4

          BlueTarp appealed the grant of the motion to dismiss to

this court.   On appeal, it argues that the forum selection clause

itself authorizes jurisdiction in the Maine district court and, in

the event we disagree with that proposition, that Matrix had

sufficient connections with Maine to satisfy the requirements of

personal jurisdiction.    Matrix as would be expected takes the

opposite position on both issues.5


     4
       As promised, after this decision issued, the South Carolina
state court lifted the stay. As of the time of briefing before
this court, the South Carolina case was in the discovery phase.
Also, though there is nothing in the record about this, Matrix
indicates in its brief that yet another case entered the fray
around this time.      Specifically, after the dismissal below,
BlueTarp sued Matrix, in a cause of action nearly identical to this
one, in Maine state court. We take judicial notice that neither
the South Carolina state-court case or the Maine state-court case
has gone to final judgment.
     5
       Matrix makes alternative arguments in favor of dismissal,
the same ones it advanced below: improper venue, forum non
conveniens, and a legally deficient unjust enrichment/equitable
indemnity claim. Though these arguments were never considered by
the district court, Matrix urges us to affirm the dismissal on
these grounds. We decline to do so.

     Additionally,   Matrix   contends   that   the   district   court's

                                -10-
                             STANDARD OF REVIEW

            When a district court reviews a motion to dismiss under

the prima facie standard, which is what it did here, our review is

de novo.6   Harlow v. Children's Hosp., 432 F.3d 50, 57 (1st Cir.

2005); Foster-Miller, Inc. v. Babcock & Wilcox Canada, 46 F.3d 138,

147 (1st Cir. 1995). Under this prima facie standard, "the inquiry

is whether the plaintiff has proffered evidence which, if credited,

is   sufficient    to   support findings     of   all   facts   essential   to

personal jurisdiction." Phillips v. Prairie Eye Ctr., 530 F.3d 22,

26   (1st   Cir.    2008).      The    plaintiff's      properly   documented

evidentiary proffers are accepted as true for purposes of making

the prima facie showing, and we construe these proffers in a light



finding of subject matter jurisdiction (made in passing) was
erroneous. We disagree. It is undisputed that the two parties are
citizens of different states. See 28 U.S.C. § 1332(a). As for the
amount in controversy, it is not obvious that the claim involves
less than the requisite $75,000.        See id.    BlueTarp's Vice
President of Credit Risk Management completed an affidavit, which
indicates that Matrix did not pay approximately $118,000 in charges
or the resulting late fees and interest. This amount matches up
with BlueTarp's billing statements and its collections letter.
Moreover, Matrix admits it stopped paying.       While Matrix may
ultimately be able to argue that BlueTarp should not prevail
because Matrix never paid BlueTarp directly or authorized the
credit increase, at this stage it is not apparent to a legal
certainty that BlueTarp cannot recover the approximately $120,000
it claimed. See St. Paul Mercury Indem. Co. v. Red Cab Co., 303
U.S. 283, 289 (1938); Stewart v. Tupperware Corp., 356 F.3d 335,
338 (1st Cir. 2004).
      6
       In addition to the prima facie method, courts can apply the
preponderance method or the likelihood method, both of which
typically require an evidentiary hearing. Phillips v. Prairie Eye
Ctr., 530 F.3d 22, 26 n.2 (1st Cir. 2008).

                                      -11-
most favorable to plaintiff's jurisdictional claim.      Id.   To the

extent that they are uncontradicted, we add into the mix the facts

put forward by the defendant.     Cossaboon v. Maine Med. Ctr., 600

F.3d 25, 31 (1st Cir. 2010).    The ultimate burden of persuasion is

on the plaintiff.    Id.

                               ANALYSIS

            In order to subject a defendant who is not present in the

forum state to a personal judgment, the Due Process Clause requires

that the defendant "have certain minimum contacts with [the forum]

such that the maintenance of the suit does not offend traditional

notions of fair play and substantial justice."     Int'l Shoe Co. v.

Washington, 326 U.S. 310, 316 (1945) (internal quotation marks

omitted).    Personal jurisdiction over a defendant can come in the

form of general or specific jurisdiction.   Harlow, 432 F.3d at 57.

For general jurisdiction the defendant must have continuous and

systematic contacts with the forum state, but the particular cause

of action may be unrelated to those contacts.          Id.     General

jurisdiction "broadly subjects the defendant to suit in the forum

state's courts in respect to all matters," regardless of whether

the matter before the court has anything to do with the defendant's

contacts with the state.       Cossaboon, 600 F.3d at 31 (internal

quotation marks omitted).      In this way general jurisdiction is

different than specific jurisdiction because specific jurisdiction

depends on an "affiliatio[n] between the forum and the underlying


                                 -12-
controversy."       Goodyear Dunlop Tire Operations, S.A. v. Brown, 131

S.   Ct.   2846,    2851       (2011)     (internal   quotation      marks     omitted)

(alteration in original); see Harlow, 432 F.3d at 57 (holding that

"[f]or specific jurisdiction, the plaintiff's claim must be related

to the defendant's contacts").                  There is no claim of general

jurisdiction here; only specific jurisdiction is at issue.

            Courts may assert specific jurisdiction over a defendant

when it is permissible under both the forum state's long-arm

statute    and     the     Due     Process     Clause   of     the    United     States

Constitution. Carreras v. PMG Collins, LLC, 660 F.3d 549, 552 (1st

Cir. 2011). Maine's long arm statute extends to the fullest extent

permitted by the Due Process Clause of the Constitution, Me. Rev.

Stat. tit. 14, § 704-A(1); Harlow, 432 F.3d at 57, and so we turn

directly to the constitutional analysis.                     Specific jurisdiction

analysis    under        the     Due     Process   Clause     has    three     distinct

components: relatedness, purposeful availment, and reasonableness.

Phillips, 530 F.3d at 27.               An affirmative finding on each of these

elements is needed to support a specific jurisdiction finding.

Negrón-Torres v. Verizon Communications, Inc., 478 F.3d 19, 24-25

(1st Cir. 2007).

                                       i. Relatedness

            To satisfy the relatedness prong, the cause of action

must arise from or relate to the defendant's contacts with the

forum state.       Carreras, 660 F.3d at 554; Phillips, 530 F.3d at 27.


                                            -13-
A consideration in a contract action such as this is whether the

defendant's forum-based activity was instrumental in the contract's

formation or breach.    Adelson v. Hananel, 510 F.3d 43, 49 (1st Cir.

2007).    Inferences      can   be    drawn   from   the    parties'   "prior

negotiations and contemplated future consequences, along with the

terms of the contract and the parties' actual course of dealing."

Platten v. HG Bermuda Exempted Ltd., 437 F.3d 118, 135 (1st Cir.

2006) (internal quotation marks omitted).

          BlueTarp filed suit because Matrix allegedly owes it

money based on a relationship that was formed when Matrix sent the

completed credit application (containing the account agreement) to

BlueTarp in Maine.     Before this formation there was some back and

forth.   First, Matrix's office manager completed the application

leaving the credit line blank.        When BlueTarp declined this offer,

the application apparently went up the corporate food chain to

Matrix's president, King, who completed and signed the application

with the requested credit amount and sent it off to Maine. Sending

the application to Maine, the culmination of this back and forth

negotiation,   resulted    in   the    formation     of    the   contract   and

relationship at issue.7         See, e.g., Phillips, 530 F.3d at 27


     7
       Matrix does not claim that it is not bound by the account
agreement's terms, nor does it appear that such an argument would
have merit.   There is no allegation that King did not have the
authority to enter into the agreement and indeed, as Matrix's
president, we think it safe to assume he did. The language of the
agreement itself indicated that approval of the application meant
that Matrix was bound by the account agreement and Matrix's use of

                                     -14-
(explaining that one factor that typically leads to a relatedness

finding is when an employment contract's specific terms "were

'formalized and entered into' in the forum state" (quoting Adelson,

510 F.3d at 49)).

           Besides    Maine       playing    a    role   in    the   agreement's

negotiation and formation, the resulting relationship contemplated

the future consequences of Matrix using the credit account and thus

continuing to interact with BlueTarp in Maine. These ramifications

would be bills issuing from Maine, employees in Maine keeping track

of Matrix's purchases and balance, Maine employees making decisions

regarding credit adjustments and limits, and Matrix communicating

with those employees to address any issues that arose (in essence,

to the extent permitted by the account agreement, BlueTarp became

Matrix's   payment    agent).       And,     as   evidenced    by    the   billing

statements and phone and email communications between the parties,

just such interplay did take place.

           Matrix, however, tries to put distance between it and

BlueTarp, emphasizing that it never placed orders with, or made

payments directly to, BlueTarp.             While this is true, Matrix did

receive bills from Contract Supply that said Matrix's payment terms

were   "BlueTarp"    and   that    directed       BlueTarp    customers    to   pay

BlueTarp directly.     And Matrix not only received a welcome letter



its BlueTarp account (which Matrix did use) constituted acceptance
of its terms and conditions.

                                      -15-
from BlueTarp but it also received twelve billing statements from

BlueTarp containing Matrix's own assigned customer account number

and demanding payment.         If these facts alone do not serve to

convince that Matrix was a BlueTarp customer, and that the parties

were proceeding as such, the account breakdown on the billing

statements    makes    clear   that    BlueTarp     was   handling   Matrix's

payments, extending Matrix credit, and keeping track of Matrix's

purchases and use of the credit.             Matrix received these BlueTarp

billing statements monthly for a year, putting Matrix on notice

that BlueTarp was performing its bargained-for obligations under

the agreement.        Given this monthly reminder, pursuant to the

contractual relationship between the parties, Matrix had a right to

call up BlueTarp at any time and contest the accuracy of the

billing.     Further, under the contract, Matrix (who in fact was

communicating with BlueTarp throughout the year) had the express

right to terminate the agreement.8             But it never did.     Matrix's

present attempt to disassociate itself from BlueTarp is belied by

its course of conduct and comes too late.

           On top of everything else, the very terms of the account

agreement indicated that it would be governed by the laws of Maine

and that Matrix may be sued in the courts of the state of Maine.9


     8
       The account agreement read: "Either [Matrix] or BlueTarp
Financial may terminate this Agreement at any time."
     9
       As we mentioned earlier, BlueTarp argues that this forum
selection clause (which to remind the reader provided that

                                      -16-
Thus the state of Maine was tied to the contract's terms, as well

as the parties' interactions and contemplated future consequences,

including the Maine court system's anticipated involvement in the

resolution of any breach.

           Given all this, we find this cause of action arises out

of Matrix's Maine contacts.     See, e.g., Astro-Med, Inc. v. Nihon

Kohden Am., Inc., 591 F.3d 1, 10 (1st Cir. 2009) (a contract's

choice of law and consent to jurisdiction provisions were some of

the Rhode Island connections the court found sufficient to satisfy

the   relatedness   prong);   Daynard    v.     Ness,   Motley,    Loadholt,

Richardson & Poole, P.A., 290 F.3d 42, 61 (1st Cir. 2002) (finding

relatedness when suit arose out of Massachusetts activities that

were instrumental in the contract's formation, including partial

performance   of    the   agreement     in     Massachusetts    along   with

contemplated ongoing interaction with the state).              Most notably,

faxing the credit application to Maine is what created the contract

that BlueTarp claims was breached.10         See, e.g., Carreras, 660 F.3d


"BlueTarp may institute suit against you in the courts of the State
of Maine,") in and of itself authorizes the district court's
jurisdiction.   It contends that the clause means that Matrix
consented to being sued both in Maine state court and the federal
district court of Maine when it is sitting in diversity
jurisdiction. Matrix, on the other hand, along with the district
court, thinks the clause refers only to Maine state courts. We
express no opinion on this disputed point. For present purposes,
it suffices for us to consider the forum selection clause as a
factor in our jurisdictional analysis.
      10
       Matrix makes much ado of the fact that Contract Supply's and
BlueTarp's billing statements directed Matrix to send payment to

                                 -17-
at 554-55 (holding that the mailing of purchase agreements to

Puerto Rico "played a direct role in the formation of the purchase

agreements at issue" and therefore was "'related' to the dispute").

                       ii. Purposeful Availment

          Specific     jurisdiction        further     requires    that    the

defendant's contacts "represent a purposeful availment of the

privilege of conducting activities in the forum state, thereby

invoking the benefits and protections of that state's laws and

making   the    defendant's   presence      before     the   state's   courts

foreseeable."    Hannon v. Beard, 524 F.3d 275, 284 (1st Cir. 2008)

(internal quotation marks omitted).          We have called it akin to a

"rough quid pro quo," that is, "when a defendant deliberately

targets its behavior toward the society or economy of a particular

forum, the forum should have the power to subject the defendant to

judgment regarding that behavior."         Carreras, 660 F.3d at 555.      In

the purposeful availment inquiry the focus is on the defendant's

intentions,    id.,   and   the   cornerstones       are   voluntariness   and

foreseeability, Hannon, 524 F.3d at 284.         The defendant's contacts



BlueTarp at a P.O. Box in Georgia. We do not think this fact is
very significant. Companies undoubtedly often use out of state
banks and may cut out the middleman by having customers send
payments to the bank directly. Even were we to accept Matrix's
argument that because the payments were due in Georgia, the breach
necessarily occurred in Georgia, this would not change our
thinking. Where the breach occurred is just one consideration and,
as we explained, the other factors, including where the contract
was formed and where the parties interacted, favor jurisdiction in
Maine.

                                    -18-
"must be deliberate, and not based on the unilateral actions of

another party." Phillips, 530 F.3d at 28 (internal quotation marks

omitted).

                 Matrix would have us believe that it was sheer chance it

ended       up    dealing    with     a   Maine         company    and       that    it    never

deliberately targeted Maine. However, Matrix's contacts with Maine

were voluntary to the extent that it knowingly entered into a

credit relationship with a company that it knew (it was clear on

the    account         agreement's     face)     was         located    in    Maine       and   it

voluntarily sent the completed agreement to Maine.                             Though Matrix

alleges that when it entered into the contract it did not intend to

use the credit and it was simply complying with a precondition of

doing business with Contract Supply, this does not change things.

Regardless of whether Contract Supply required all suppliers to

work    with      BlueTarp,      or    whether,         as    BlueTarp       suggests,      only

customers        who    wanted   to    buy    on    credit        had   to    fill    out       the

application, Matrix voluntarily completed the application.                                 It did

not refuse or try to negotiate around it.

                 Of course simply entering into a contract with a company

in the forum state does not automatically establish the requisite

contacts, Adams v. Adams, 601 F.3d 1, 7 (1st Cir. 2010), but here

we have more.            First, as we outlined above in our relatedness

analysis, the record makes clear that Matrix not only contracted

with    a    Maine      entity   but      that     it    followed       through      with       the


                                             -19-
contract's expectations and actually used BlueTarp's services.

Matrix's contacts with Maine were deliberate and ongoing rather

than simply founded on the one-sided actions of BlueTarp.             See

Phillips, 530 F.3d at 28.      Second (and very significantly), based

on the choice of law provision and the forum selection clause, it

was eminently foreseeable that Matrix would be held accountable for

any breach in Maine's courts.             Compare Burger King Corp. v.

Rudzewicz, 471 U.S. 462, 482 (1985) (finding that a choice of law

provision, combined with the defendant's relationship with the

forum, reinforced the defendant's "deliberate affiliation with the

forum   State   and   the    reasonable    foreseeability   of   possible

litigation there"), with Adams, 601 F.3d at 8 (noting that the

absence of a choice of law provision in a promissory note weighed

against a finding that the defendant had purposefully availed

himself of the benefits and protections of Massachusetts law).

This all leaves us convinced that Matrix's contacts with Maine

"were not random, isolated or fortuitous." Hannon, 524 F.3d at 284

(internal quotation marks omitted).

                            iii. Reasonableness

          The final piece of the puzzle is that an exercise of

jurisdiction must be reasonable, in other words, consistent with

principles of justice and fair play.         Carreras, 660 F.3d at 554;

Phillips, 530 F.3d at 27.      A set of "gestalt factors" guides us in

making this determination.      N. Laminate Sales, Inc. v. Davis, 403


                                   -20-
F.3d 14, 26 (1st Cir. 2005).              These factors include: Matrix's

burden of appearing, the forum state's interest in adjudicating the

dispute, BlueTarp's interest in obtaining convenient and effective

relief, the interstate judicial system's interest in efficient

resolution of the matter, and the common interests of all states in

promoting substantive social policies. See Adelson v. Hananel, 652

F.3d 75, 83 (1st Cir. 2011); N. Laminate Sales, Inc., 403 F.3d at

26 (citing Burger King Corp., 471 U.S. at 477).

            Weighing the factors, the balance here tips in favor of

jurisdiction.    First, mounting an out-of-state defense most always

means added trouble and cost and therefore, "'this factor is only

meaningful where a party can demonstrate some kind of special or

unusual burden.'"     Hannon, 524 F.3d at 285 (quoting Pritzker v.

Yari, 42 F.3d 53, 64 (1st Cir. 1994)).             No particular or unique

burden has been shown here.

            Second,   Maine   has     an     interest   in     this   matter's

resolution.     BlueTarp, through its principal place of business,

conducts business in Maine.        Maine has an interest in redressing

harms committed against its companies by out-of-state companies,

see N. Laminate Sales, Inc., 403 F.3d at 26, the interest here

being to ensure that an out-of-state entity settles up its supposed

debts.   Along these same lines, Maine has a stake in being able to

provide a     convenient   forum    for    its   slighted    residents.    See

Adelson, 510 F.3d at 51.



                                    -21-
            Also cutting in favor of jurisdiction is BlueTarp's

interest in convenient and effective relief.         We have repeatedly

said, "'a plaintiff's choice of forum must be accorded a degree of

deference with respect to the issue of its own convenience.'"

Hannon, 524 F.3d at 285 (quoting Sawtelle v. Farrell, 70 F.3d 1381,

1395 (1st    Cir.   1995)).   Further,   according   to   BlueTarp, all

relevant documents and potential witnesses are located in Maine.

            Fourth, given that there is a lawsuit in South Carolina

state court involving this matter, there is at least a question as

to whether the instant lawsuit serves the interstate judicial

system's interest in efficient resolution.      But the existence of

the South Carolina lawsuit, which we note was filed after this one,

is insufficient to tip the constitutional balance.         See Adelson,

652 F.3d at 84.       Concluding with the final factor, we see no

substantive social policy at issue here.

            The district court's exercise of jurisdiction over this

matter is reasonable.

                              CONCLUSION

            Having found the relatedness, purposeful availment, and

reasonableness factors satisfied, we conclude that it has been

established that the district court has personal jurisdiction over




                                 -22-
Matrix.       The   district   court's   dismissal   of   the   complaint   is

reversed.11




     11
        Our holding does not preclude the district court from
transferring this case to another venue should it think it
advisable. Pursuant to 28 U.S.C. § 1404(a), a district court may
transfer a case to any other district or division where the case
might have been originally brought, or to which the parties have
consented, in the interest of justice or for the convenience of the
parties and witnesses.

                                    -23-
