TALENTSCALE INC v. AERY AVIATION LLC (2025)

ORDER

In 2024, Talentscale, Inc. obtained a federal judgment against Aery Aviation, LLC in the amount of $1,142,467.20. Aery has yet to satisfy the judgment. In an effort to find Aery's assets, Talentscale moves to compel Aery to complete a Florida Form 1.977—Fact Information Sheet for Corporations or Other Business Entities. Aery argues that this court lacks personal jurisdiction to compel it to complete the form. Because Rule 69(a)(2) permits Talentscale to obtain information from Aery in an attempt to satisfy the judgment, and because Aery forfeited any argument that this court lacks personal jurisdiction, Talentscale's motion will be granted.

Background

Talentscale is a Nevada staffing company that provided “staffing services” to Aery beginning in January 2021. Aery is a Virginia-based aircraft procurement firm that its members formed as a limited liability company. It has four members, including Scott Beale.

Aery breached its contract with Talentscale by failing to pay for the services Talentscale rendered. An arbitrator subsequently determined that Aery owed Talentscale $1,142,467.20 for this breach of the contract. In 2024, Talentscale entered the judgment in the United States District Court for the Eastern District of Virginia. In January 2025, pursuant to 28 U.S.C. § 1963, Talentscale registered the judgment in the United States District Court for the Northern District of Florida.

Aery has yet to satisfy the judgment. Pursuant to Rule 69(a)(2) of the Federal Rules of Civil Procedure, Talentscale is seeking information regarding assets that it might acquire in an effort to enforce the judgment. Talentscale seeks to compel Aery to complete a Florida Form 1.977—Fact Information Sheet for Corporations or Other Business Entities. Among other things, Florida Form 1.977 seeks disclosure of bank accounts and bank account numbers. It also inquires whether the entity owns any vehicles and, if so, requires disclosure of the make, model, and vehicle identification number. Florida Form 1.977 also requires disclosure of:

1. Copies of state and federal income tax returns for the past 3 years.

2. All bank, savings and loan, and other account books and statements for accounts in institutions in which the entity had any legal or equitable interest for the past 3 years.

3. All canceled checks for the 12 months immediately preceding the service date of this Fact Information Sheet for accounts in which the entity held any legal or equitable interest.

4. All deeds, leases, mortgages, or other written instruments evidencing any interest in or ownership of real property at any time within the 12 months immediately preceding the date this lawsuit was filed.

5. Bills of sale or other written evidence of the gift, sale, purchase, or other transfer of any personal or real property to or from the entity within the 12 months immediately preceding the date this lawsuit was filed.

6. Motor vehicle or vessel documents, including titles and registrations relating to any motor vehicles or vessels owned by the entity alone or with others.

7. Financial statements as to the entity's assets, liabilities, and owner's equity prepared within the 12 months immediately preceding the service date of this Fact Information Sheet.

8. Minutes of all meetings of the entity's members, partners, shareholders, or board of directors held within 2 years of the service date of this Fact Information Sheet.

9. Resolutions of the entity's members, partners, shareholders, or board of directors passed within 2 years of the service date of this Fact Information Sheet.

Discussion

Aery argues that this court lacks personal jurisdiction to require it to complete Florida Form 1.977 and disclose the information required by the form.

Personal jurisdiction concerns “the court's power to exercise control over the parties.” Leroy v. Great W. United Corp., 443 U.S. 173, 180, 99 S.Ct. 2710, 61 L.Ed.2d 464 (1979). Absent personal jurisdiction over the parties, a federal court generally is “powerless to proceed to an adjudication.” Emps. Reinsurance Corp. v. Bryant, 299 U.S. 374, 382, 57 S.Ct. 273, 81 L.Ed. 289 (1937).

The personal jurisdiction requirement is a fundamental principle of jurisprudence. Wilson v. Seligman, 144 U.S. 41, 46, 12 S.Ct. 541, 36 L.Ed. 338 (1892). Depending on the type of case and the law that authorizes a cause of action, the personal jurisdiction requirement is derived from the Due Process Clauses of the Fifth and Fourteenth Amendments. Fuld v. Palestine Liberation Org., 606 U.S. 1, 16, 145 S.Ct. 2090, 222 L.Ed.2d 296 (2025); Omni Cap. Int'l v. Rudolf Wolff & Co., Ltd., 484 U.S. 97, 104, 108 S.Ct. 404, 98 L.Ed.2d 415 (1987).

Under the Fourteenth Amendment's Due Process Clause, a court's ability to exercise personal jurisdiction “depends on the defendant's having such ‘contacts’ with the forum State that ‘the maintenance of the suit’ is ‘reasonable, in the context of our federal system of government,’ and ‘does not offend traditional notions of fair play and substantial justice.’ ” Ford Motor Co. v. Mont. Eighth Jud. Dist. Ct., 592 U.S. 351, 358, 141 S.Ct. 1017, 209 L.Ed.2d 225 (2021) (quoting Int'l Shoe Co. v. Washington, 326 U.S. 310, 316–17, 66 S.Ct. 154, 90 L.Ed. 95 (1945)).

Rule 69(a)(2) of the Federal Rules of Civil Procedure authorizes judgment creditors to obtain discovery materials broadly to aid in the satisfaction of the judgment. Republic of Argentina v. NML Capital, Ltd., 573 U.S. 134, 138, 134 S.Ct. 2250, 189 L.Ed.2d 234 (2014); F.D.I.C. v. LeGrand, 43 F.3d 163, 172 (5th Cir. 1995). Nevertheless, the personal-jurisdiction requirement extends to motions filed pursuant to Rule 69 where plaintiffs seek to discover information for the purpose of obtaining satisfaction of a judgment. See generally CSX Transp., Inc. v. Island Rail Terminal, Inc., 879 F.3d 462, 470 (2d Cir. 2018); Familia de Boom v. Arosa Mercantil, S.A., 629 F.2d 1134, 1138–39 (5th Cir. 1980). In addition to Constitutional limitations on personal jurisdiction, when a party seeks discovery materials pursuant to Rule 69, a court's exercise of personal jurisdiction must be consistent with the relevant state's long-arm statute. Estate of Ungar v. Palestinian Auth., 400 F. Supp. 2d 541, 547 (S.D.N.Y. 2005), aff'd, 332 F. App'x 643 (2d Cir. 2009).

Rule 69 of course does not extend the personal jurisdiction of federal courts beyond that permitted by the Constitution and the relevant state's long-arm statute. Because of this, “normally, discovery requests relating to parties should be made in the original-judgment court pursuant to the Federal Rules of Civil Procedure. The original-judgment court should be utilized because there will not likely be a question whether such court has in personam jurisdiction over the judgment debtor to be examined ․” Travelers Indem. Co. of Ill. v. Hash Mgmt., Inc., 173 F.R.D. 150, 154 (M.D.N.C. 1997).

Here, Talentscale argues that this court possesses general personal jurisdiction over Aery because Aery is a limited liability company, limited liability companies are citizens of the states of which their members are citizens, and one of Aery's four members—Scott Beale—is a citizen of Florida.

For purposes of subject-matter jurisdiction, a limited liability company “is a citizen of any state of which a member of the company is a citizen.” Rolling Greens MHP, L.P. v. Comcast SCH Holdings, L.L.C., 374 F.3d 1020, 1022 (11th Cir. 2004) (per curiam); see Americold Realty Tr. v. Conagra Foods, Inc., 577 U.S. 378, 379, 136 S.Ct. 1012, 194 L.Ed.2d 71 (2016); Carden v. Arkoma Assocs., 494 U.S. 185, 195–96, 110 S.Ct. 1015, 108 L.Ed.2d 157 (1990). If the same rule applied to personal jurisdiction, this court permissibly could exercise personal jurisdiction over Aery.

“The concepts of subject-matter and personal jurisdiction, however, serve different purposes, and these different purposes affect the legal character of the two requirements.” Ins. Corp. of Ir. v. Compagnie des Bauxites de Guinee, 456 U.S. 694, 701, 102 S.Ct. 2099, 72 L.Ed.2d 492 (1982). Among other things, the requirement that federal courts not adjudicate cases unless they enjoy subject-matter jurisdiction operates to limit the judicial power and ensure that “Federal courts do not exercise general legal oversight of the Legislative and Executive Branches, or of private entities.” TransUnion, LLC v. Ramirez, 594 U.S. 413, 423–24, 141 S.Ct. 2190, 210 L.Ed.2d 568 (2021). Thus, the requirement that a court possess subject-matter jurisdiction before adjudicating a case “protect[s] citizens from ․ the excessive use of judicial power.” U.S. Catholic Conf. v. Abortion Rights Mobilization, Inc., 487 U.S. 72, 77, 108 S.Ct. 2268, 101 L.Ed.2d 69 (1988).

Unlike subject-matter jurisdiction, personal jurisdiction “represents a restriction on judicial power not as a matter of sovereignty, but as a matter of individual liberty.” Ins. Corp. of Ir., 456 U.S. at 702, 102 S.Ct. 2099. The requirement of personal jurisdiction is designed “to save defendants from inconveniences to which they might be subjected if they could be compelled to answer in any district, or wherever found.” General Inv. Co. v. Lake Shorte & M.S. Ry. Co., 260 U.S. 261, 275, 43 S.Ct. 106, 67 L.Ed. 244 (1922).

In light of these differences between personal jurisdiction and subject-matter jurisdiction, it is not surprising that determining the citizenship of limited liability companies for purposes of determining whether there is diversity of citizenship differs from the analysis required for a court to exercise personal jurisdiction. For the purposes of general personal jurisdiction, a limited liability company's citizenship is that of its principal place of business and its state of incorporation. Daimler AG v. Bauman, 571 U.S. 117, 137, 134 S.Ct. 746, 187 L.Ed.2d 624 (2014); Avus Designs, Inc. v. Grezxx, LLC, 644 F. Supp. 3d 963, 978 (D. Wyo. 2022). A limited liability company may be “fairly regarded as at home” where it was incorporated and where it has its principal place of business. Goodyear Dunlop Tires Operations, S.A. v. Brown, 564 U.S. 915, 924, 131 S.Ct. 2846, 180 L.Ed.2d 796 (2011).

Here, Aery's principal place of business is Norfolk, Virginia. Similarly, Aery was formed in the Commonwealth of Virginia. The fact that one of its members is a citizen and domiciliary of Florida is insufficient for this court to exercise personal jurisdiction in this matter.

But that is not the end of the story. Keep in mind that the location “where judicial authority may be exercised ․ relates to the convenience of litigants and as such is subject to their disposition.” Neirbo Co. v. Bethlehem Shipbuilding Corp., 308 U.S. 165, 168, 60 S.Ct. 153, 84 L.Ed. 167 (1939) (emphasis added). That is, because personal jurisdiction is an individual right—unlike subject-matter jurisdiction—it can be waived and forfeited. Burger King Corp. v. Rudzewicz, 471 U.S. 462, 472 n.14, 105 S.Ct. 2174, 85 L.Ed.2d 528 (1985); Lipofsky v. N.Y. State Workers Comp. Bd., 861 F.2d 1257, 1258 (11th Cir. 1988). Forfeiture is the failure to make a timely assertion of a right; waiver is the intentional abandonment of a right. United States v. Olano, 507 U.S. 725, 733, 113 S.Ct. 1770, 123 L.Ed.2d 508 (1993).

A party who waives or forfeits its right to object to a court exercising personal jurisdiction effectively consents “to the court's exercise of adjudicatory authority.” Ruhrgas AG v. Marathon Oil Co., 526 U.S. 574, 584, 119 S.Ct. 1563, 143 L.Ed.2d 760 (1999). “Behavior that is consistent with waiver, and which indicates an intent to litigate the case on the merits, is sufficient to constitute waiver, regardless of whether the parties also express an intent to preserve the defense” of lack of personal jurisdiction. In re Asbestos Products Liability Litig., 921 F.3d 98, 107 (3d Cir. 2019).

The failure to enter a timely objection to a court's lack of personal jurisdiction constitutes a forfeiture. Ins. Corp. of Ir., 456 U.S. at 705, 102 S.Ct. 2099; Palmer v. Braun, 376 F.3d 1254, 1259 (11th Cir. 2004) (per curiam). An entity forfeits its right to object to a court's lack of personal jurisdiction when it seeks relief from the court without first raising an objection to personal jurisdiction. Corporacion Mexicana De Mantenimiento Integral, S. De R.L. De C.V. v. Pemex-Exploracion Y Produccion, 832 F.3d 92, 101 (2d Cir. 2016). Likewise, filing pleadings or substantive responses results in forfeiture or waiver of a lack of personal jurisdiction. In re Asbestos Products Liability Litig., 921 F.3d at 107.

Proceedings to enforce judgments should be swift, cheap, and informal. Resolution Trust Corp. v. Ruggiero, 994 F.2d 1221, 1226 (7th Cir. 1993). This is relevant to the waiver/forfeiture analysis. Because there is a strong policy in favor of conserving judicial time and resources—not to mention those of the parties—and a failure to object promptly to a lack of personal jurisdiction can cause prejudicial delay, a party timely should object to lack of personal jurisdiction immediately and before the court expends time and resources addressing a particular case. Bel-Ray Co. v. Chemrite Ltd., 181 F.3d 435, 443 (3d Cir. 1999); Marcial Ucin, S.A. v. SS Galicia, 723 F.2d 994, 997 (1st Cir. 1983).

In considering whether a party forfeited its right to object to a district court's exercise of personal jurisdiction, courts also consider whether the party failed to object promptly and the extent of any tardiness. Neirbo Co., 308 U.S. at 168, 60 S.Ct. 153. “Although the passage of time alone is generally not sufficient to indicate forfeiture of a procedural right,” the relative time an objection is made in the lifecycle of a case “provides the context in which to assess the significance of the defendant's conduct, both the litigation activity that occurred and the opportunities to litigate the jurisdictional issue that were forgone.” Hamilton v. Atlas Turner, Inc., 197 F.3d 58, 61 (2d Cir. 1999).

Here, Talentscale registered the judgment in the Northern District of Florida on January 13, 2025. Aery subsequently appeared in this court and sought affirmative relief without ever asserting a lack of personal jurisdiction:

• On April 22, 2025, one of Aery's attorneys filed a notice of appearance. The notice of appearance did not indicate that Aery's attorney was appearing specially solely to contest personal jurisdiction.

• On April 24, 2025, Aery filed two motions to quash subpoenas that Talentscale had issued to the Cleveland Clinic and Thunderun Aviation Corporation. While voluntarily and intentionally seeking relief from this court, Aery never objected that this court lacked personal jurisdiction.

• On May 2, 2025, Aery filed a motion to quash a subpoena duces tecum that Talentscale had issued to Thirteen Properties, LLC. Yet again, Aery sought relief from this court and never mentioned that this court lacked personal jurisdiction.

• On May 14, 2025, Aery filed a motion to dissolve a writ of garnishment issued to the Cleveland Clinic. Again, Aery never asserted a lack of personal jurisdiction.

• On May 22, 2025, one of Aery's attorneys filed a motion to appear pro hac vice. The attorney did not seek to appear specially and solely for the purposes of contesting personal jurisdiction. Again, Aery's attorney made no mention of a lack of personal jurisdiction.

• On May 23, 2025, Aery appeared telephonically—through two attorneys—at a hearing on the motions to dissolve writs of garnishment. Aery never argued that the court lacked personal jurisdiction.

• On May 27, 2025, Aery, Talentscale, and the Cleveland Clinic filed a joint motion for a qualified protective order. Again, Aery never objected regarding a lack of personal jurisdiction.

• On June 25, 2025, Aery responded to Talentscale's motion to relief from an order dissolving a writ of garnishment. Aery failed to make an argument regarding a lack of personal jurisdiction.

• On August 25, 2025, Aery moved for a protective order that essentially constituted a motion to quash a subpoena duces tecum that Talentscale issued to Nova Homes of Southern Florida. Again, Aery made no mention of any lack of personal jurisdiction.

Despite having more than seven months and multiple opportunities to assert a lack of personal jurisdiction, Aery waited until September 9, 2025—when Aery responded to Talentscale's motion to compel Aery to complete Florida Form 1.977—to argue that this court lacked personal jurisdiction. Aery repeatedly and consistently indicated its intent to litigate this case on the merits. Aery thus has forfeited its right to object that this court lacks personal jurisdiction.

Courts should apply waiver and forfeiture principles consistently so as to ensure certainty and fairness. United States v. Holness, 706 F.3d 579, 592 (4th Cir. 2013). Still, in the interest of justice, federal courts enjoy the discretion to excuse a forfeiture. United States v. Campbell, 26 F.4th 860, 875 (11th Cir. 2022) (en banc); Carter v. Mitchell, 829 F.3d 455, 472 (6th Cir. 2016). But Aery has not offered a sound justification for doing so in this case.

Furthermore, as noted above, Rule 69(a)(2) permits broad discovery of information essential to obtaining satisfaction of a judgment. Rule 69(a)(2) authorizes judgment creditors to depose witnesses pursuant to Rule 30 and Rule 31, propound interrogatories pursuant to Rule 33, request production of documents and electronically stored information pursuant to Rule 34. Travelers Indem. Co. of Ill., 173 F.R.D. at 154. Thus, Talentscale could obtain—via interrogatories, depositions, and requests for production—all or nearly all of the information required by Florida Form 1.977. Aery, therefore, will not suffer substantial—if any—prejudice from its forfeiture. True, Aery argues that the judges of the Eastern District of Virginia would not require Aery to provide all of the information that Florida Form 1.977 entails, but this is pure speculation on Aery's part, and this court declines to address arguments based solely on speculation.

Conclusion

Aery Aviation, LLC has forfeited any objection that this court lacks personal jurisdiction to require Aery to complete Florida Form 1.977—Fact Information Sheet for Corporations or Other Business Entities. Accordingly, Talentscale, Inc.’s motion to compel is granted. On or before November 17, 2025, Aery shall complete and provide to Talentscale Florida Form 1.977—Fact Information Sheet for Corporations or Other Business Entities.

SO ORDERED this 27th day of October 2025.

Michael J. Frank, United States Magistrate Judge