SHAVER LAW GROUP LLC v. CONCORDE INVESTMENT LLC (2025)

ORDER

This matter is before the Court on Concorde Investment, LLC's (“Defendant”) Motion to Dismiss for Lack of Personal Jurisdiction [Doc. 8]. This Court finds as follows:

BACKGROUND

Shaver Law Group LLC (“Plaintiff”) filed this breach of contract action in the State Court of Fulton County on November 27, 2024, and Defendant removed the case to this Court on January 2, 2025. [Doc. 1]; [Doc. 1-2]. According to the Complaint, Plaintiff and Defendant executed a contract on May 1, 2024. [Doc. 1-2, p. 5]. Under the contract, Plaintiff agreed to provide regulatory compliance services for Defendant's broker-dealer business at a rate of $17,500.00 a month for twenty-four months. Id. The parties’ contractual relationship proceeded for just over four months. Id. at 5–6. Then, around September 13, 2024, Defendant terminated its agreement with Plaintiff. Id. at 6. Pursuant to a provision in the agreement, the early termination converted the monthly compensation scheme into an hourly compensation scheme. Id. at 5. Thus, Plaintiff calculated the total sum for its hours worked, offset that number by the monthly payments Defendant had already made and determined that Defendant owed an outstanding balance of $182,172.00. Id. at 7. Plaintiff sent Defendant an invoice for that sum, and Defendant refused to pay. Id. at 6.

As a result, Plaintiff brought this lawsuit against Defendant for breach of contract. Id. at 4–8; [Doc. 1]. On January 9, 2025, Defendant filed the instant Motion to Dismiss for Lack of Personal Jurisdiction. [Doc. 8]. In the motion, Defendant argues that it is not subject to general personal jurisdiction in Georgia because it is a Michigan limited liability company and its sole member is a Michigan corporation with its principal place of business in Michigan. Id. at 12–13, 23. Defendant further contends that its contacts with Georgia are insufficient to establish jurisdiction under the state long-arm statute or the United States Constitution because its representatives did not travel to Georgia to negotiate, execute or perform any part of the agreement. Id. at 13–19.

In response to the motion, Plaintiff argues that personal jurisdiction comports with state and federal law. [Doc. 10]. Specifically, it argues that Defendant consented to jurisdiction by registering as a broker-dealer in the state. Id. at 6–9. Plaintiff otherwise contends that Defendant's contacts with the state subject it to general and specific jurisdiction under the United States Constitution because Plaintiff performed parts of the contract in Georgia and Defendant maintains three employees in the state with brick-and-mortar locations. Id. at 9–16. Plaintiff also contends that the state long-arm statute is satisfied for the same reasons. [Doc. 10, p. 11]. At the end of its response, Plaintiff requests jurisdictional discovery or transfer, rather than dismissal, in the event that the Court finds it lacks jurisdiction over Defendant based on the evidence presented. Id. at 16–18.

Defendant filed a reply. [Doc. 15]. In its brief, Defendant argues that registering as a broker-dealer does not constitute consent to personal jurisdiction in Georgia and that its contacts with Georgia do not satisfy the long-arm statute or subject it to general or specific jurisdiction in the state. Id. at 3. Defendant also makes several important clarifications of fact, which are supported by an affidavit. Id. at 2. Specifically, Defendant attests that it does not have any stores or offices in Georgia and that its Georgia-based affiliates are independent contractors, not “employees.” Id. Defendant further avers that those contractors had “absolutely no relation to this case whatsoever” and that only one Geogia-based broker-dealer remains affiliated with Defendant. Id. At the end of its reply, Defendant states that it “will not oppose transfer,” although it would prefer dismissal. Id. at 12–13. The motion to dismiss is now ripe for review.

LEGAL STANDARD

Rule 12(b)(2) of the Federal Rules of Civil Procedure allows a defendant to challenge a plaintiff's claim by filing a motion to dismiss for lack of personal jurisdiction. Fed. R. Civ. P. 12(b)(2). “A plaintiff seeking the exercise of personal jurisdiction over a nonresident defendant bears the initial burden of alleging in the complaint sufficient facts to make out a prima facie case of jurisdiction.” Diamond Crystal Brands, Inc. v. Food Movers Int'l, Inc., 593 F.3d 1249, 1257 (11th Cir. 2010) (quoting United Techs. Corp. v. Mazer, 556 F.3d 1260, 1274 (11th Cir. 2009)); accord Posner v. Essex Ins., 178 F.3d 1209, 1214 (11th Cir. 1999). “The court construes the allegations in the complaint as true to the extent that they are uncontroverted by defendant's evidence.” Paul, Hastings, Janofsky & Walker, LLP v. City of Tulsa, 245 F. Supp. 2d 1248, 1253 (N.D. Ga. 2002).

If the defendant challenges the plaintiff's allegations of jurisdiction and supports the challenge with affidavit evidence, the burden shifts back to the plaintiff to produce evidence supporting jurisdiction. Id. at 1257. “Where the plaintiff's complaint and supporting evidence conflict with the defendant's affidavits, the court must construe all reasonable inferences in favor of the plaintiff.” Diamond Crystal, 593 F.3d at 1257 (quoting Meier ex rel. Meier v. Sun Int'l Hotels, Ltd., 288 F.3d 1264, 1269 (11th Cir. 2002)). Ultimately, motions to dismiss for lack of personal jurisdiction should “be treated with caution” and granted only if the plaintiff has failed to allege “sufficient facts ․ to support a reasonable inference that the defendant can be subjected to jurisdiction within the state.” Bracewell v. Nicholson Air Servs., Inc., 680 F.2d 103, 104 (11th Cir. 1982).

“A federal court sitting in diversity undertakes a two-step inquiry in determining whether personal jurisdiction exists: the exercise of jurisdiction must (1) be appropriate under the state long-arm statute and (2) not violate the Due Process Clause of the Fourteenth Amendment to the United States Constitution.” Diamond Crystal, 593 F.3d at 1257–58 (quoting Mazer, 556 F.3d at 1274). District courts in Georgia must take care not to conflate these two inquiries because Georgia's long-arm statute is not coextensive with due process. Id. at 1259. Instead, the long-arm statute “imposes independent obligations that a plaintiff must establish for the exercise of personal jurisdiction that are distinct from the demands of procedural due process.” Id. Thus, before exercising personal jurisdiction, it is critical that the Court determine whether jurisdiction is available under Georgia's long-arm statute and, if so, separately ensure that exercising jurisdiction would not violate federal due process protections. Id. at 1257–60.

ANALYSIS

The Court begins its analysis by addressing whether it can exercise jurisdiction over Defendant under state and federal law based on the facts presently before the Court. If not, the Court will then consider whether dismissal, transfer or jurisdictional discovery is the most appropriate remedy.

I. Personal Jurisdiction

As mentioned above, Plaintiff claims that Defendant consented to jurisdiction and, therefore, has waived any objection to jurisdiction under Georgia's long-arm statute and the United States Constitution. Alternatively, Plaintiff argues that Defendant has transacted business in Georgia, subjecting it to jurisdiction under both state and federal law. The Court considers these arguments in turn.

A. Whether Defendant Consented to Jurisdiction

The Georgia long-arm statute provides, in relevant part, that a Georgia court “may exercise personal jurisdiction over any nonresident ․ in the same manner as if he or she were a resident of this state, if in person or through an agent, he or she ․ transacts any business within [Georgia].” O.C.G.A. § 9-10-91(1). Significantly, that statute applies only to “nonresidents,” which O.C.G.A. § 9-10-90 defines as

an individual, or a partnership, association, or other legal or commercial entity (other than a corporation) not residing, domiciled, organized, or existing in this state at the time a claim or cause of action under Code Section 9-10-91 arises, or a corporation which is not organized or existing under the laws of this state and is not authorized to do or transact business in this state at the time a claim or cause of action under Code Section 9-10-91 arises.

In Allstate Insurance Co. v. Klein, the Supreme Court of Georgia construed this definition to exclude foreign corporations that are registered—and, therefore, authorized—to do business in Georgia. 262 Ga. 599, 422 S.E.2d 863, 865 (1992). Because the state supreme court found that registered foreign corporations are effectively “residents” under the long-arm statute, it concluded that such corporations cannot contest jurisdiction under state law. See id. (“It is apparent from the language of [O.C.G.A. § 9-10-90] that a corporation which is ‘authorized to do or transact business in this state at the time a claim’ arises is a ‘resident’ for purposes of personal jurisdiction.”). The Georgia Supreme Court recently re-affirmed Klein’s holding and clarified that “any corporation that is authorized to do business in Georgia is subject to the general jurisdiction of Georgia's courts.” Cooper Tire & Rubber Co. v. McCall, 312 Ga. 422, 863 S.E.2d 81, 88 (2021) (emphasis in original), cert. denied ––– U.S. ––––, 143 S. Ct. 2689, 216 L.Ed.2d 1255 (2023).¹ In other words, when a foreign corporation registers to do business in Georgia in accordance with O.C.G.A. § 14-2-1501, personal jurisdiction is proper under both state and federal law. Id.

Plaintiff asks the Court to extend the reasoning of Klein and Cooper Tire to foreign limited liability companies that register as broker-dealers in Georgia. [Doc. 10, p. 7]. The Court declines to do so for two reasons. First, Klein and Cooper Tire rely on a statutory definition of “nonresident” that applies only to “corporations.” Klein, 422 S.E.2d at 865; Cooper Tire, 863 S.E.2d at 85. As explained above, “corporations” are considered “nonresidents” only if they are “not authorized to do or transact business in [Georgia],” so corporations that register to do business in the state are deemed “residents” for personal jurisdiction purposes. Klein, 422 S.E.2d at 865; Cooper Tire, 863 S.E.2d at 85.

Defendant is not a corporation. As such, it is subject to an entirely different definition of “nonresident,” which excludes the language that “formed the basis for [the] holding in Klein.” Cooper Tire, 863 S.E.2d at 87. Plaintiff has not articulated any reason why Klein and Cooper Tire can be applied to non-corporations despite the clear distinction drawn in the long-arm statute between corporations and other legal entities, nor can this Court surmise any reason. Id. (noting that the corporation definition “of ‘nonresident’ found in OCGA § 9-10-90 formed the basis for [the] holding in Klein”); see Pandora Franchising, LLC v. Kingdom Retail Grp., LLLP, 299 Ga. 723, 791 S.E.2d 786, 790 (2016) (“Where the legislature uses certain language in one part of the statute and different language in another, the Court assumes different meanings were intended.” (citation modified)). Thus, because Defendant is not a corporation, the Court finds that Georgia's consent-by-registration jurisprudence is inapposite.

Second, there is nothing in the statutory language of the broker-dealer registration statute, O.C.G.A. § 10-5-35, that notifies registrants that they are consenting to jurisdiction in Georgia. Of course, as Plaintiff notes, registered broker-dealers must file a “consent to service of process” in Georgia. O.C.G.A. § 10-5-35. But consent to service of process alone does not necessarily constitute consent to jurisdiction. Cooper Tire, 863 S.E.2d at 89. Instead, the “designation of an in-state agent for service of process in accordance with a state registration statute may constitute consent to personal jurisdiction, if supported by the breadth of the statute's text or interpretation.” Id. (quoting Otsuka Pharma. Co. v. Mylan Inc., 106 F. Supp. 3d 456, 469 (D.N.J. 2015) (emphasis added)); see also Waite v. AII Acquisition Corp., 901 F.3d 1307, 1320 (11th Cir. 2018) (“[T]hese provisions simply require foreign corporations to maintain an agent to receive service of process ․ Nothing in these provisions would alert a corporation that its compliance would be construed as consent to answer in Florida's courts for any purpose.”). For example, when a corporation registers to do business in Georgia, it must appoint a registered agent and agree to be subject to the “same duties, restrictions, penalties, and liabilities now or later imposed on, a domestic corporation of like character.” O.C.G.A. § 14-2-1505(b). The Georgia Supreme Court has construed that language to mean that “a foreign corporation may sue or be sued to the same extent as a domestic corporation.” Cooper Tire, 863 S.E.2d at 88 (“Citing ․O.C.G.A. § 14-2-1505(b), we further held that ‘[a]s a resident, such a foreign corporation may sue or be sued to the same extent as a domestic corporation.’ ” (quoting Klein, 422 S.E.2d at 865)).

Here, by contrast, the broker-dealer registration statute does not contain that language or any similar language. O.C.G.A. § 10-5-35. Moreover, the Court is unaware of any Georgia court interpreting the broker-dealer registration statute as constituting a consent to jurisdiction. Absent on-point case law or clear statutory language, Plaintiff cannot feasibly claim that Defendant had notice that it was consenting to jurisdiction when it appointed an agent for service of process in Georgia pursuant to O.C.G.A. § 10-5-35. Cooper Tire, 863 S.E.2d at 89–90; Waite, 901 F.3d at 1320. As such, the Court cannot find that Defendant consented to jurisdiction when it registered as a broker-dealer in the state.

B. Whether Jurisdiction is Otherwise Proper

In the alternative, Plaintiff argues that jurisdiction is appropriate because Defendant “transacts business within” Georgia under O.C.G.A. § 9-10-91(1) and, through doing so, has established the requisite minimum contacts with the state to exercise specific jurisdiction. As discussed above, O.C.G.A. § 9-10-91(1) subjects nonresidents to jurisdiction in Georgia courts if they “transact business” within the state. The “transacting business” test reaches “to the maximum extent permitted by procedural due process.” Innovative Clinical & Consulting Servs., LLC v. First Nat'l Bank, 279 Ga. 672, 620 S.E.2d 352, 355 (2005). A nonresident is deemed to have “transacted business” in the state “if (1) [it] has purposefully done some act or consummated some transaction in this state, (2) if the cause of action arises from or is connected with such act or transaction, and (3) if the exercise of jurisdiction by the courts of this state does not offend traditional fairness and substantial justice.” Aero Toy Store, LLC v. Grieves, 279 Ga.App. 515, 631 S.E.2d 734, 737 (2006).

Here, Plaintiff argues that because Defendant has “multiple branch offices in Georgia” where it employs three broker-dealers, it “transacts business within” Georgia under O.C.G.A. § 9-10-91(1). [Doc. 10, pp. 9–10].² The Court is not persuaded by this argument because there is no evidence linking those Georgia-based broker-dealers, or their respective physical addresses, to the breach of contract alleged. As such, even if their presence in the forum satisfied prong (1) of the “transacting business” test, the lack of a causal connection between their presence and the tort precludes application of O.C.G.A. § 9-10-91(1). Aero Toy Store, 631 S.E.2d at 737. Therefore, the Court finds that Plaintiff has not shown that jurisdiction is proper over Defendant at this time.³ Accordingly, the Court will now turn to whether jurisdictional discovery, transfer or dismissal is appropriate under the circumstances.

II. Jurisdictional Discovery or Transfer in lieu of Dismissal

Plaintiff requests jurisdictional discovery or transfer in lieu of dismissal for lack of personal jurisdiction. The Eleventh Circuit Court of Appeals has recognized that the “resolution of a motion to dismiss for lack of personal jurisdiction pursuant to Fed. R. Civ. P. 12(b)(2) may require some limited discovery before a meaningful ruling can be made.” Chudasama v. Mazda Motor Corp., 123 F.3d 1353, 1367 (11th Cir. 1997) (cleaned up). Such discovery may be proper when the plaintiff alleges sufficient facts to suggest with “reasonable particularity” the possible existence of the requisite contacts between the defendant and the forum. Rice v. Zoomnia Corp., No. 11-CV-3280, 2012 WL 12872907, at *2 (N.D. Ga. June 22, 2012) (quoting Toys “R” Us, Inc. v. Step Two, S.A., 318 F.3d 446, 456 (3d Cir. 2008)).

District courts are also permitted to transfer cases when personal jurisdiction appears to be lacking. Reynolds v. Behrman Cap. IV L.P., 988 F.3d 1314, 1325 (11th Cir. 2021) (“[T]he district court could consider Mr. Reynolds’ alternative request for a transfer ․ pursuant to 28 U.S.C. § 1406 even if there was no personal jurisdiction over the defendants under Alabama's long-arm statute.”). Indeed, where a party requests that a court transfer a case, rather than dismiss it for want of personal jurisdiction, courts must consider the request. Id.

Here, the Court finds that transfer pursuant to 28 U.S.C. § 1406 is the best available option for several reasons. First, because another federal district court—here, the United States District Court for the Eastern District of Michigan—can properly hear this case, transfer will prevent any unintended “harsh result” of dismissal without prejudice. See Atl. Marine Constr. Co. v. U.S. Dist. Ct., 571 U.S. 49, 66 n.8, 134 S.Ct. 568, 187 L.Ed.2d 487 (2013) (recognizing that dismissal without prejudice “inconveniences plaintiffs in several respects and even ‘makes it possible for [plaintiffs] to lose out completely, through the running of the statute of limitations in the forum finally deemed appropriate.’ ” (citation omitted)). Second, transfer will circumvent the need for potentially expensive jurisdictional discovery or further jurisdictional motions practice. See Fed. R. Civ. P. 1 (“These rules ․ should be construed, administered, and employed by the court and the parties to secure the just, speedy, and inexpensive determination of every action and proceeding.”). Third, Plaintiff has requested transfer in lieu of dismissal, and Defendant has stated that although it would prefer dismissal, it “will not object” to transfer. [Doc. 15, p. 12]. Accordingly, the Court finds that transfer is the most sensible path forward.

CONCLUSION

For the reasons set forth above, this case is HEREBY TRANSFERRED to the United States District Court for the Eastern District of Michigan pursuant to 28 U.S.C. § 1406(a). Defendant's Motion to Dismiss for Lack of Personal Jurisdiction [Doc. 8] is DENIED AS MOOT.

SO ORDERED this 25th day of August, 2025.

FOOTNOTES

1.   Subsequently, the Supreme Court of the United States endorsed the Georgia Supreme Court's analysis in Cooper Tire, holding that consent-by-registration statutes are consistent with due process. Mallory v. Norfolk S. Ry. Co., 600 U.S. 122, 146, 143 S.Ct. 2028, 216 L.Ed.2d 815 (2023).

2.   In reply, Defendant clarifies that those local broker-dealers are independent contractors—two of whom are no longer registered with Defendant—and that Defendant itself does not own, lease or pay for any office space in Georgia. [Doc. 15, p. 2].

3.   Because Plaintiff has not established jurisdiction under the long-arm statute, the Court will not address Plaintiff's due process arguments. Diamond Crystal, 593 F.3d at 1257–58 (quoting Mazer, 556 F.3d at 1274).

J. P. BOULEE, United States District Judge