IN THE COURT OF APPEALS OF TENNESSEE

AT NASHVILLE

February 21, 2017 Session

J. ALEXANDER’S HOLDINGS, LLC v. REPUBLIC SERVICES, INC.

Appeal from the Circuit Court for Davidson County

No. 16C1099 Thomas W. Brothers, Judge

___________________________________

No. M2016-01526-COA-R3-CV

___________________________________

A Tennessee company brought an action in the Davidson County General Sessions Court 

against an Arizona company for breach of contract and negligence, seeking recovery for 

damage to plaintiff’s restaurant, which was located in Michigan. The case was dismissed 

on the ground of improper venue. Plaintiff appealed to the circuit court, which granted 

summary judgment to defendants on the basis of improper venue, lack of personal 

jurisdiction, and forum non conveniens. Plaintiff appeals. We reverse the holdings that 

the trial court lacked personal jurisdiction over the defendant and that venue was 

improper; we affirm the dismissal on the ground of forum non conveniens and vacate the 

denial of the motion to amend the complaint. 

Tenn. R. App. P. 3 Appeal as of Right; Judgment of the Circuit Court Reversed 

in Part, Vacated in Part, and Affirmed in Part

RICHARD H. DINKINS, J., delivered the opinion of the court, in which FRANK G.

CLEMENT, JR., P. J., M. S., and ANDY D. BENNETT, J., joined.

Timothy L. Warnock and D. Andrew Curtis, Nashville, Tennessee, for the appellant, J. 

Alexander’s Holdings, LLC.

Marc H. Harwell, Chattanooga, Tennessee; and Jordan T. Puryear, Nashville, Tennessee, 

for the appellee, Republic Services, Inc.

OPINION

I. FACTUAL AND PROCEDURAL HISTORY

This case arises from an incident in which a driver for Republic Services Inc.

(“Republic”), in the process of retrieving the dumpster at a J. Alexander’s restaurant in 

05/12/2017
2

Livonia, Michigan in November 2014, allegedly hit the restaurant, causing damage. J. 

Alexander’s Holdings, LLC (“J. Alexander’s”) notified Republic of the damage and 

requested payment but Republic did not pay. J. Alexander’s filed suit against Republic in 

Davidson County General Sessions Court for “[b]reach of contract and negligence for 

property damage to Plaintiff’s restaurant in the amount of $13,800, plus attorney’s fees 

and costs.” Republic moved to dismiss the case for improper venue and, following a 

hearing, the court granted the motion and dismissed the case with prejudice.1

J. Alexander’s appealed to the circuit court and moved to amend the complaint to 

seek a declaratory judgment and to add a claim for punitive damages. Republic filed a 

“Motion for Summary Judgment and Response to Plaintiff’s Motion for Leave to Amend 

Complaint,” in which it asked the court to deny J. Alexander’s motion to amend due to 

futility “because venue is improper under Tenn. Code Ann. § 20-4-104” and because 

dismissal was warranted pursuant to the doctrine of forum non conveniens. Republic 

moved that summary judgment be granted on the same grounds, supporting the motion 

with a statement of undisputed facts and the affidavit of Matthew Marquis, Republic’s 

Director of Operations for the Great Lakes area of Michigan. In answer to the motion for 

summary judgment, J. Alexander’s filed a response to the statement of undisputed facts, 

two declarations of Mark Parkey, Executive Vice-President and Chief Financial Officer 

of J. Alexander’s, and the declaration of Cassie Madden, its counsel. In due course, the 

court entered an order granting Republic’s motion and dismissing the case without 

prejudice; the court denied J. Alexander’s motion to amend “on account of futility.” 

J. Alexander’s filed a timely notice of appeal and articulates the following issues 

for our review:

1. Did the Trial Court err in granting summary judgment for lack of 

personal jurisdiction when Republic never raised the defense and 

actively participated in the litigation?

2. Did the Trial Court err in granting summary judgment for improper 

venue when J. Alexander’s presented proof that Republic transacts 

business in Tennessee but does not have a registered agent in Tennessee 

and, thus, established that venue in Davidson County was proper 

pursuant to Tenn. Code Ann. §§ 20-4-104(3) and 48-15-104 and

Republic presented no competent proof otherwise?

3. Did the Trial Court err in granting summary judgment pursuant to the 

doctrine of forum non conveniens when Republic presented no 

competent proof whatsoever related to the pertinent private or public 

factors and, as such, the Trial Court did not consider the private or 

public factors?

 

1

 In general sessions court, the parties filed several pleadings in addition to the warrant that initiated the 

case; those pleadings were included in the circuit court record and as part of the record in this appeal. 
3

4. Did the Trial Court err in denying Plaintiff’s Motion to Amend as 

futile?

II. DISCUSSION

In the order being appealed, the court granted Republic’s motion for summary 

judgment, holding that it did not have personal jurisdiction over Republic under the longarm statute, Tennessee Code Annotated section 20-2-214;2

that venue in Davidson 

County was improper under Tennessee Code Annotated section 20-4-104; and that 

dismissal was appropriate pursuant to the doctrine of forum non conveniens. 

Issues such as venue and personal jurisdiction, however, are threshold issues and 

therefore should be raised and decided using the procedures applicable to Rules 12.02(2)

and 12.02(3) of the Tennessee Rules of Civil Procedure rather than in a motion for 

summary judgment under Rule 56. See Gordon v. Greenview Hosp., Inc., 300 S.W.3d 

635, 643 (Tenn. 2009);

3

State v. NV Sumatra Tobacco Trading Co., 403 S.W.3d 726, 739 

(Tenn. 2013). Consistent with the instruction that motions should be construed based on 

their substance rather than their title, Gordon, 300 S.W.3d at 643, we resolve Republic’s

motion as one to dismiss for lack of personal jurisdiction in accordance with Rule 

12.02(2) and for improper venue in accordance with Rule 12.02(3).

The trial court’s decisions on motions to dismiss for lack of personal jurisdiction 

and venue are questions of law, which are reviewed de novo. S. Constructors, Inc. v. 

Loudon Cnty. Bd. Of Educ., 58 S.W.3d 706, 710 (Tenn. 2001) (venue); First Cmty. Bank, 

N.A. v. First Tennessee Bank, N.A., 489 S.W.3d 369, 382 (Tenn. 2015), cert. denied sub 

nom. Fitch Ratings, Inc. v. First Cmty. Bank, N.A., 136 S. Ct. 2511, 195 L. Ed. 2d 841 

(2016) (personal jurisdiction). In considering such motions, a trial court is not limited to 

the pleadings, but may consider affidavits and other evidence filed in support of or in 

opposition to the motion. NV Sumatra Tobacco Trading Co., 403 S.W.3d at 739; Thomas 

v. Mayfield, No. M2000-02533-COA-R3-CV, 2004 WL 904080, at *7 (Tenn. Ct. App. 

Apr. 27, 2004); Humphreys v. Selvey, 154 S.W.3d 544, 550 (Tenn. Ct. App. 2004); 

Manufacturers Consolidation Serv., Inc. v. Rodell, 42 S.W.3d 846, 854-55 (Tenn. Ct.

 

2

 Though the statute is not referenced in the order, the court cited the statute in its oral ruling.

3

 Our Supreme Court in Gordon stated:

“Unlike Tenn. R. Civ. P. 12.02(6) motions for failure to state a claim that are supported 

or opposed by matters outside the pleadings and Tenn. R. Civ. P. 12.03 motions for 

judgment on the pleadings, Tenn. R. Civ. P. 12.02(2) [and 12.02(3)] motions are not

converted to motions for summary judgment when either or both parties submit matters 

outside the pleadings either in support of or in opposition to the motion.” 

Gordon, 300 S.W.3d at 642 (citing Chenault v. Walker, 36 S.W.3d 45, 55 (Tenn. 2001); see also Tenn. R. 

Civ. P. 12.02.
4

App. 2000)). The allegations of the nonmoving party’s affidavits are taken as true and all 

factual disputes are resolved in its favor. Humphreys, 154 S.W.3d at 548-49 (venue); NV 

Sumatra Tobacco Trading Co., 403 S.W.3d at 739 (personal jurisdiction). The court 

must determine “that the [plaintiff] has shown, by a preponderance of the evidence, that 

Tennessee courts may properly exercise jurisdiction over [the defendant].” NV Sumatra 

Tobacco Trading Co., 403 S.W.3d at 739. Similarly, when venue is challenged, it is the 

plaintiff’s ultimate burden to demonstrate that venue is proper. Cohn Law Firm v. YP Se. 

Advert. & Publ’g, LLC, No. W2014-01871-COA-R3-CV, 2015 WL 3883242, at *3

(Tenn. Ct. App. June 24, 2015). 

Application of the doctrine of forum non conveniens is a matter of discretion, and 

we review a trial court’s decision in that regard under the abuse of discretion standard. 

Zurick v. Inman, 426 S.W.2d 767, 772 (Tenn. 1968); Pantuso v. Wright Med. Tech. Inc.,

485 S.W.3d 883, 888 (Tenn. Ct. App. 2015), perm. app. denied (Jan. 14, 2016). A court 

abuses its discretion when it causes an injustice to the party challenging the decision by 

(1) applying an incorrect legal standard, (2) reaching an illogical or unreasonable 

decision, or (3) basing its decision on a clearly erroneous assessment of the evidence. 

Konvalinka v. Chattanooga–Hamilton Cnty. Hosp. Auth., 249 S.W.3d 346, 358 (Tenn.

2008).

A. Personal Jurisdiction

As an initial matter, we address J. Alexander’s argument that the court erred in 

considering the issue of personal jurisdiction sua sponte because Republic did not assert 

it as a defense. The record belies this assertion. In the motion to dismiss filed in the 

general sessions court, Republic cited Tennessee Code Annotated section 20-2-214,4the 

 

4 Tennessee Code Annotated section 20-2-214 states:

(a) Persons who are nonresidents of this state and residents of this state who are outside 

the state and cannot be personally served with process within this state are subject to the 

jurisdiction of the courts of this state as to any action or claim for relief arising from:

(1) The transaction of any business within this state;

(2) Any tortious act or omission within this state;

(3) The ownership or possession of any interest in property located within this 

state;

(4) Entering into any contract of insurance, indemnity or guaranty covering any 

person, property or risk located within this state at the time of contracting;

(5) Entering into a contract for services to be rendered or for materials to be 

furnished in this state;

(6) Any basis not inconsistent with the constitution of this state or of the United 

States;

(7) Any action of divorce, annulment or separate maintenance where the parties 

lived in the marital relationship within this state, notwithstanding one party's 

subsequent departure from this state, as to all obligations arising for alimony, 
5

Tennessee long-arm statute, in support of its argument that Republic was not subject to 

the jurisdiction of Tennessee courts because the claim did not arise under the 

circumstances specified at section 20-2-214(a)(1) and (2); it reiterated this argument in 

the memorandum in support of the motion for summary judgment it filed in the circuit 

court. In its oral ruling on that motion, the court noted that J. Alexander’s had not 

responded to Republic’s argument in that regard. Thus, the record shows that the court 

did not raise the issue of personal jurisdiction sua sponte; consequently, we proceed to 

address the question of whether the court had personal jurisdiction over Republic.5 

Personal jurisdiction “refers to the court’s authority to adjudicate the claim as to 

the person,” Landers v. Jones, 872 S.W.2d 674, 675 (Tenn. 1994) (citing Cooper v. 

Reynolds, 77 U.S. 308 (1870); Turpin v. Conner Bros. Excavating Co., Inc., 761 S.W.2d 

296, 297 (Tenn.1988). Personal jurisdiction may be obtained by service of process under 

the Tennessee long-arm statute (Tenn. Code Ann. § 20-2-214(a)) “if, and only if, the nonresident defendant has such minimum contacts with this state that maintenance of the suit 

does not offend “traditional notions of fair play and substantial justice.” Landers, 872 

S.W.2d at 675 (citing Int’l Shoe Co. v. Washington, 326 U.S. 310, 316 (1945); J.I. Case 

Corp. v. Williams, 832 S.W.2d 530, 531 (Tenn. 1992)).

Plaintiff’s burden to show personal jurisdiction “is ordinarily not a heavy one, 

because personal jurisdiction need only be demonstrated by a preponderance of the 

evidence.” Id. “When the issue of personal jurisdiction arises, due process obligates the 

courts to ascertain whether it is ‘fair and substantially just to both parties to have the case 

tried in the state where the plaintiff has chosen to bring the action.’” First Cmty. Bank, 

N.A. 489 S.W.3d at 383 (quoting Gordon, 300 S.W.3d at 646). 

There are two types of personal jurisdiction: general and specific. The exercise of 

general personal jurisdiction “is appropriate when the plaintiff’s cause of action does not 

arise from and is not related to the defendant’s contacts with the forum state”; specific 

personal jurisdiction applies “when a plaintiff’s cause of action is based on the 

defendant’s activities in or contacts with the forum state.” Gordon, 300 S.W.3d at 648. 

Inasmuch as the incident giving rise to this suit occurred when the truck hit the restaurant 

in Michigan, it does not arise out of or relate to Republic’s contacts with Tennessee; 

accordingly, we resolve this issue as a matter of general jurisdiction. 

 

custody, child support or marital dissolution agreement, if the other party to the 

marital relationship continues to reside in this state.

(b) As used in this section, “person” includes corporations and all other entities that 

would be subject to service of process if present in this state.

(c) Any such person shall be deemed to have submitted to the jurisdiction of this state 

who acts in the manner described in subsection (a) through an agent or personal 

representative.

5

 Our holding on this issue also addresses Republic’s argument that the defense was waived. 
6

A succinct statement of the analysis we employ to resolve this issue is set forth in

First Cmty. Bank, N.A. v. First Tennessee Bank, N.A:

. . . [T]he appropriate determination of whether a nonresident corporation 

may be subject to general personal jurisdiction in Tennessee is whether the 

corporation has continuous and systematic contacts with Tennessee so 

substantial as to render the corporation “essentially at home” here in such a 

way which does not offend traditional notions of fair play and substantial 

justice. The determination of whether a nonresident defendant’s contacts 

are substantial enough to give rise to general jurisdiction is “extremely fact 

dependent” and “entails a careful, non-mechanical evaluation of the facts 

with particular focus on the nonresident defendant’s contacts with the 

forum state.” 

489 S.W.3d 369 at 385 (internal citations omitted). 

 

In its statement of undisputed facts, Republic relied upon the statements in 

Matthew Marquis’ affidavit that the contract for the Livonia, Michigan restaurant was 

“between J. Alexander’s Restaurant and Republic Services, Inc., d/b/a/ Allied Waste 

Services” and was executed in Pontiac, Michigan on August 30, 2011; that Republic “is 

not currently registered to do business in the State of Tennessee, nor does it transact 

business in the State of Tennessee”; and that “[t]he alleged accident that is the subject of 

the lawsuit occurred at Plaintiff’s restaurant in Livonia, Michigan.” 

In response, J. Alexander’s filed the declarations of Mark Parkey, which state that 

he signed five agreements between J. Alexander’s and Republic for waste removal 

services, one for services at the Livonia, Michigan restaurant and four for services in 

Tennessee; that the four Tennessee agreements “[were] negotiated on behalf of J. 

Alexander’s by a broker located in Franklin, Tennessee”; that all of the agreements were 

signed by him on behalf of J. Alexander’s at the Nashville office of J. Alexander’s; that 

“Republic Services provided and provides on a regular basis, waste management services 

to J. Alexander’s restaurants in Tennessee”; and that “Republic sent invoices for services 

provided under each of these [four] contracts to Franklin, Tennessee for payment by J. 

Alexanders.”6 Four of the agreements, including the agreement for the Livonia, 

Michigan restaurant, are on a form prepared by and bearing the logo of Allied Waste 

Services;7the billing address listed on all five agreements is the same post office box in 

Franklin, Tennessee. 

 

6 The agreement for the Livonia, Michigan restaurant is attached to the affidavit of Mr. Marquis while the 

four agreements for the Tennessee restaurants are attached to the declaration of Mr. Parkey. 

7

 In his affidavit, Mr. Marquis states that Republic does business as Allied Waste Services.
7

This evidence establishes that the parties had a contractual relationship whereby 

Republic was to provide waste removal services at J. Alexander’s restaurants in 

Tennessee and Michigan, and that payment for such services would be made in 

Tennessee. The contacts within Tennessee engendered through the contractual 

relationship are continuous and systematic, as prescribed by First Cmty. Bank, N.A., and 

are sufficient to give the court general personal jurisdiction over Republic.8 

B. Venue

“Venue is the personal privilege of a defendant to be sued in particular counties; it 

may be waived and is waived by a defendant who defends upon the merits without first 

interposing an objection to improper venue.” Kane v. Kane, 547 S.W.2d 559, 560 (Tenn. 

1977). Venue in this case is governed by Tennessee Code Annotated section 20-4-104, 

which reads:

For all civil actions, if the defendant is not a natural person, the action shall 

be brought in:

(1) The county where all or a substantial part of the events or omissions 

giving rise to the cause of action accrued;

(2) The county where any defendant organized under the laws of this state 

maintains its principal office; or

(3)(A) If the defendant is not organized under the laws of this state, the 

county where the defendant's registered agent for service of process is 

located; or

(B) If the defendant does not maintain a registered agent within this 

state, the county where the person designated by statute as the 

defendant's agent for service of process is located.

Tenn. Code Ann. § 20-4-104.

J. Alexander’s argues, consistent with section 20-4-104(3)(B), that venue is proper 

in Davidson County because Republic transacts business in Tennessee but does not have 

a registered agent in Tennessee; citing the same statute, Republic argues that venue in 

Davidson County is not proper. 

 

 

8

 While Republic argues in its brief that “The Tennessee Contracts are between Appellant and other 

corporate entities [of Republic Services] which are separate and distinct from Republic [Services, Inc.], 

and registered and authorized to do business in Tennessee,” there is no citation to proof in the record to 

support this statement and, from our review of the record, we find none.
8

There is no dispute that Republic was not organized under Tennessee law; 

however, the contracts present in the record show that Republic has transacted business in 

Tennessee. Under this circumstance, Tennessee Code Annotated section 20-4-104(3)(B), 

read in conjunction with section 48-15-104(b),9operates to make the Secretary of State

the registered agent for Republic because Republic does not have a registered agent in 

this state. Because the Secretary of State’s office is in Davidson County, venue is proper 

in Davidson County. 

C. Forum Non Conveniens

“Generally speaking, forum non conveniens deals with the discretionary power of 

the court to decline to exercise a possessed jurisdiction whenever, because of varying 

factors, it appears that the controversy may be more suitably or conveniently tried 

elsewhere.” Pantuso, 485 S.W.3d at 887 (quoting Zurick, 426 S.W.2d at 769). With 

respect to the doctrine of forum non conveniens, the Tennessee Supreme Court, in Zurick 

v. Inman, stated that “courts of general jurisdiction in Tennessee have inherent power to 

apply the doctrine of forum non conveniens as a ground for refusal to exercise jurisdiction 

over a cause of action arising beyond the boundaries of Tennessee.” 426 S.W.2d at 771. 

This doctrine “places a high burden on the defendant seeking dismissal; indeed, 

‘unless the balance is strongly in favor of the defendant, the plaintiff’s choice of forum 

should rarely be disturbed.’ ” Pantuso 485 S.W.3d at 887–88 (quoting Zurick, 426 

S.W.2d at 772). The application of the doctrine is a matter within the trial court’s

discretion, and our review on appeal is limited to whether there has been an abuse of 

discretion. Id.

In Pantuso, this court discussed the doctrine of forum non conveniens at length:

[T]he Zurick Court set out a comprehensive test for determining whether 

the doctrine of forum non conveniens requires dismissal of an action in 

favor of another, more suitable forum. First, the doctrine “presupposes the 

court has jurisdiction of both the parties and the subject-matter.” Zurick, 

 

9 That statute reads as follows:

(b) Whenever a domestic or foreign corporation authorized to do business in this state 

fails to appoint or maintain a registered agent in this state, whenever its registered agent 

cannot be found with reasonable diligence, whenever a foreign corporation shall transact 

business or conduct affairs in this state without first procuring a certificate of authority to 

do so from the secretary of state, or whenever the certificate of authority of a foreign 

corporation shall have been withdrawn or revoked, then the secretary of state shall be an 

agent of such corporation upon whom any such process, notice or demand may be served.

Tenn. Code Ann. § 48-15-104(b).
9

426 S.W.2d at 771. Next, there must exist “at least one forum other than 

the forum chosen where the plaintiff may bring his cause of action, and it is 

necessary the trial court determine such other forum is available.” Id. at 

772. If an alternative forum is established, the court must then consider the 

private interests of the litigants, which may include the enforceability of 

any judgment obtained; “ ‘the relative ease of access to sources of proof; 

availability of compulsory process for attendance of unwilling, and the cost 

of obtaining attendance of willing, witnesses; possibility of view of 

premises, if view would be appropriate to the action; and all other practical 

problems that make trial of a case easy, expeditious and inexpensive.’ ” Id.

(quoting Gulf Oil Corp. v. Gilbert, 330 U.S. 501, 508, 67 S.Ct. 839, 843, 91 

L.Ed. 1055 (1947)). In considering these factors, the court must “weigh 

relative advantages and obstacles to fair trial.” Zurick, 426 S.W.2d at 771 

(quoting Gilbert, 330 U.S. at 508, 67 S. Ct. 839). The Court explained that 

in considering these factors, the court’s purpose is to ensure that “the 

plaintiff may not, by choice of an inconvenient forum, ‘vex,’ ‘harass,’ or 

‘oppress’ the defendant by inflicting upon him expense or trouble not 

necessary to his own right to pursue his remedy.” Zurick, 426 S.W.2d at 

772 (quoting Gilbert, 330 U.S. at 508, 67 S.Ct. 839).

In addition to the private factors outlined above, the Zurick Court held that 

courts must also consider any applicable public factors. According to the 

Court:

Administrative difficulties follow for courts when litigation is 

piled up in congested centers instead of being handled at its 

origin. Jury duty is a burden that ought not to be imposed 

upon the people of a community which has no relation to the 

litigation. In cases which touch the affairs of many persons, 

there is reason for holding the trial in their view and reach 

rather than in remote parts of the country where they can 

learn of it by report only. There is a local interest in having 

localized controversies decided at home. There is an 

appropriateness, too, in having the trial of a diversity case in a 

forum that is at home with the state law that must govern the 

case, rather than having a court in some other forum untangle 

problems in conflict of laws, and in law foreign to itself.

Zurick, 426 S.W.2d at 772 (quoting Gilbert, 330 U.S. at 508, 67 S.Ct. 839).

Pantuso 485 S.W.3d at 888–89.
10

The cause of action in the instant case arose when the truck hit the J. Alexander’s 

restaurant in Livonia, Michigan. We have determined that Republic is subject to personal 

jurisdiction in Tennessee and that venue is proper in Davidson County. The parties do

not dispute that the Davidson County Circuit Court has subject matter jurisdiction and J. 

Alexander’s does not argue that an alternative available forum does not exist in 

Michigan. Thus, the first two criteria of Pantuso are met. 

Contending that Republic “presented no facts or competent proof in favor of its 

position,” J. Alexander’s argues that the trial court did not weigh the public and private 

factors discussed in Pantuso. We do not agree. The proof in the record pertinent to these 

factors consists of the affidavit of Matthew Marquis, who stated, “The alleged accident 

that is the subject of the lawsuit occurred at Plaintiff’s restaurant in Livonia, Michigan, 

and all witnesses and evidence concerning the alleged accident are located in Livonia, 

Michigan.” J. Alexander’s did not file any countervailing proof on this point but asserted 

that it “intends to call witnesses at trial that are located at its corporate headquarters, 

located in Nashville, Tennessee.” 

In announcing its ruling, the court discussed the private factors and determined 

that all dictated in favor of Michigan as the forum jurisdiction; the court also held, 

without discussion, that the public factors favored Michigan. Upon the record before us, 

the court applied the relevant law and considered the private factors as well as the public 

factors. The determination that Michigan is a more favorable jurisdiction to adjudicate 

this case is supported by the record and is consistent with applicable law; the court did 

not abuse its discretion in dismissing this case pursuant to the doctrine of forum non 

conveniens.

D. Motion to Amend

J. Alexander’s also appeals the denial of the motion to amend the complaint. The 

proposed amendment sought an award of punitive damages and a declaratory judgment 

that “Republic’s breach of the Agreement and failure to correct the damage caused to the 

Restaurant allows J. Alexander’s to terminate the Agreement immediately without 

penalty.” The claims sought to be added are not germane to our disposition of this 

appeal; however, we cannot conclude that the amendment would be “futile,” as held by 

the trial court. In light of our disposition of this case, we have determined that the order 

denying the amendment should be vacated in order to permit J. Alexander’s to pursue 

these claims should they choose to bring the action in Michigan.
11

III. CONCLUSION

For the foregoing reasons, we reverse the judgment holding that the trial court 

lacked personal jurisdiction and that venue was improper; we affirm the judgment 

dismissing the case on the basis of forum non conveniens; and we vacate the denial of J. 

Alexander’s motion to amend.

RICHARD H. DINKINS, JUDGE