# United States **Court of Appeals**  **for the Federal Circuit**

______________________ NEW WORLD INTERNATIONAL, INC., NATIONAL AUTO PARTS, INC.,

Plaintiffs

- Appellants

v.

FORD GLOBAL TECHNOLOGIES, LLC, Defendant

- Appellee

______________________

2016

- 2097

______________________ Appeal from the United States District Court for the Northern District of Texas in No. 3:15

- cv

- 01121

- M, Judge Barbara M.G. Lynn.

______________________

Decided : June 8 , 2017

______________________

R OBERT G. O AKE , J R

. , Oake Law Office , Allen, TX, a rgued for plaintiffs

- appellants.

S EAN M AROTTA , Hogan Lovells US LLP , Washington, DC, argued for defendant

- appellee. Also represented by J ESSICA L. E LLSWORTH ; F RANK A. A NGILERI , M ARC L ORELLI , L INDA D. M ETTES , Brooks Kushman P .C. , Sout hfield, MI.

______________________NEW WORLD INT ’ L , INC

. v. FORD GLOBAL TECHS ., LLC 2

Before P ROST , Chief Judge, B RYSON and W ALLACH , Circuit Judges.

B RYSON , Circuit Judge.
New World International, Inc., and National Auto Parts, Inc., (collectively, “New World”) appeal from a final decision by the United States District Court for the Northern District of Texas dismis sing New World’s declaratory judgment complaint for lack of personal jurisdi ction over defendant

- appellee Ford Global Technologies, LLC (“ FGTL ”)

. We affirm.

I

A

FGTL is a wholly owned subsidiary of the automaker Ford Motor Company. Both FGTL and the Ford Motor Company are incorporated in Delaware and headqua rtered in Michigan. FGTL does no business in Texas and neither maintains an office nor has any employees in Texas.

FGTL does not make or sell automobiles or autom otive products ; it owns, manages, and licenses intellectual property for the Ford Motor Compan y. FGTL ’ S portfolio includes several design patents, including U.S. Design Patent No. D489,299 (“the ’299 patent”) , which claims the design of a vehicle hood exterior, and Design Patent No. D501,685 (“the ’685 patent”) , which claims the design of a vehicl e head lamp.

FGTL licensed the ’299 and ’685 patents to LKQ Corp. (“LKQ”) , an entity incorporated in Delaware and hea dquartered in Illinois . The license agreement between FGTL and LKQ designates LKQ as the exclusive licensee for the import ation and sale of non

- original equipmentNEW WORLD INT ’ L , INC

. v. FORD GLOBAL TECHS ., LLC 3

aftermarket products in the United States

. 1 LKQ does business in all 50 states, including Texas.

The license agreement states that “LKQ has no right, title or interest in or to the FGTL Design Patents” beyond selling the afterm arket products as provided in the agreement , and that LKQ does not have the right to grant sublicenses. T he agreement further provides that FGTL and LKQ each operate as “an independent contractor in the performance of each and every part of the license,” and that neither “has the power or authority to act as agent, employee or in any other capacity to represent, act for, bind or otherwise create or assume any obligation on behalf of the other party for any purpose whatsoever.” In addition, the agreement p rovides that LKQ may not reference its relationsh ip to Ford or FGTL in any of LKQ’s

mar keting materials regarding the royalty products, and that LKQ must attach to each of those products a label that reads “Non Original Equipment Aftermarket Part.” T he ag reement does not otherwise control LKQ’s marke ting of the royalty products.
The license agreement details the relationship b etween FGTL and LKQ regarding infringement claims against third parties. If LKQ learns of potentially infrin g-

1 The parties disputed below whether the license was exclusive, as the license expressly states that it does not “prohibit FGTL and Ford Associated Companies from mak ing, having made, importing, exporting, selling, offering for sale[,] distributing or licensing any products .” On appeal, FGTL maintains that “Ford and its affiliates can compete

— and do compete

— with LKQ in the U.S. market for repair and aftermarket produc ts.” FGTL Br. at 19. We do not resolve that dispute but conclude that personal jurisdiction is lacking even assuming, as the district court did, that the license is exclusive.NEW WORLD INT ’ L , INC

. v. FORD GLOBAL TECHS ., LLC 4

ing conduct by a thir d party, LKQ must notify FGTL in writing. The agreement then provides:
FGTL will have the right to determine what a ction, if any, is to be taken in each such instance, but shall not unreasonably refuse a request by LKQ to enforce the Ford Design Patents against allegedly

- infringing use in conflict with LKQ’s rights under th[e] [License] Agreement. If FGTL decides to take any action at LKQ’s request, LKQ
agrees

. . . to b e come a party to such action if ne cessary, and to c o operate with FGTL, in the pros ecu tion of any such action or proceeding involving any alleged i n fringement respecting FGTL’s rights in the Ford Design Patents.
The license agreement also addresses potential third

party claims of design patent infringement against LKQ based on LKQ’s sales o f the aftermarket products. For such claims, the agreement provides that FGTL will indemnify LKQ for any design patent suits against LKQ initiated by third parties.

B
New World is a Texas company with headquarters in Texas. In September 2011, FGTL sen t New World a cease and desist letter accusing New World of infringing the ’299 and ’685 patents by selling various parts meant for

use on Ford vehicle s . The letter informed New World that LKQ had been granted an exclusive license to import and sell those products, and that New World had not obtained the accused products from LKQ in an authorized manner.

O n May 21, 2013, FGTL sent another letter to New World

, provid ing New World with a “partial list” of Ford de sign patents and again requesting that New Wor ld cease and desist selling various parts for Ford vehicle s

. FGTL also informed New World that LKQ “may be able toNEW WORLD INT ’ L , INC

. v. FORD GLOBAL TECHS ., LLC 5

assist” with New World’s “disposal” of the accused pro ducts, and stated that “LKQ will contact you directly.”
New World requested a license to sell the accused products. O n June 11, 2013, FGTL responded that a license option was not available; that FGTL had contacted its litigation counsel , who would contact New World; and that FGTL had asked LKQ to contact New World about the disposal of the accused products in New World’s possession

. In June 2013, LKQ contacted New World “regarding the recent ‘cease and desist’ letter” from FGTL. LKQ asked that New World call LKQ “to review the details of [New World’s] inventory” in order to “determine th e most
pru dent disposal method.”
Litigation counsel for FGTL sent New World another cease and desist letter on November 13, 2013.
On January 29, 2015, FGTL sued New World and its Internet retailer, Auto Lighthouse Plus, LLC, in the United States District Court for the Eastern District of Michigan, charging them with willful infringement of nine patents, including the ’299 and ’685 design patents

. Ford Global Techs., LLC v. New World Int’l, Inc., No. 2:15

- cv

10394 (E.D. Mich.). FGTL later filed an amended co mplaint that dropped the claims under the ’299 and ’685 design patents.

C
On Ap ril 14, 2015, New World file d the present suit in the Northern District of Texas seeking a declaratory judgment of noninfring e ment and invalidit y with regard
to the ’299 and ’685 design patents. FGTL moved to dismiss the complaint for lack of personal jurisdiction

. Relevant to this appeal, New World assert ed that the district court had specific personal jurisdiction over FGTL.NEW WORLD INT ’ L , INC

. v. FORD GLOBAL TECHS ., LLC 6

As to that theor y, the district court noted that , under controlling Federal Circuit law, FGTL’s cease and desist letters sent to New World in Texas were not sufficient to establish jurisdiction over FGTL . The court then assessed FGTL’s license agreement with LKQ

. The court determined that the license did “not impose continuing oblig ations on FGTL to enforce or defend the patents in Texas nor give LKQ an independent right to enforce those patents, and it does not give FGTL control over LKQ’s business operations.” Therefore, the court concluded, the license agreement did not provide the court with specific personal jurisdiction over FGTL in the declaratory jud gment suit

, and the court according ly dismissed the co mplaint

. After the dismissal

, New World filed a motio n for reconsider ation and a motion for leave to file an amended complaint to add further allegations in support of specific jurisdiction

. Regarding the motion for reconsideration,
t he court acknowledged a factual error in its previous dismissal order but concluded that, even with the error corrected, the court still lacked specific personal jurisdi ction over FGTL . The court denied New World’s motion for leave to file an amended complaint as untimely

. II

A
“Personal jurisdiction is a question of law that we r eview de novo .” Autogenomics, Inc. v. Oxford Gene Tech. Ltd. , 566 F.3d 1012, 1016 (Fed. Cir. 2009)

. We review the pleadings and other submitted evidence in the light most favorable to New World. Id. at 1017. Because the co mplaint involves issues of patent infringement and validity, we apply Federal Circuit law to the jurisdictional issue. Id. at 1016.

A court has personal jurisdiction over a nonresident defendant if the forum state’s long

- arm statute permitsNEW WORLD INT ’ L , INC

. v. FORD GLOBAL TECHS ., LLC 7

service of process and the assertion of personal jurisdiction comports with due process. Xilinx, Inc. v. Papst Licensing GmbH & Co. KG , 848 F.3d 1346, 13 52 (Fed. Cir. 2017). “Because Texas ’s long

- arm statute extends to the limits of federal constitutional due process , only [the latter] inquiry is required

. ” Companion Prop. & Cas. Ins. Co. v. Palermo , 723 F.3d 557, 559 (5th Cir. 2013).
For personal jurisdiction, the nonresident defendant must 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). For minimum contacts i n the context of specific jurisdi ction, t he plaintiff must s how that the defendant “has purposefully directed his activities at residents of the forum

, and [that] the litigation results from alleged injuries that arise out of or relate to those activities.” Burger King Corp. v. Rudzewicz , 471 U.S. 462, 472 (1985) ; see also id. at 475 & n.18

. If those minimum contacts are sufficient

, the defendant may point to other factors “ to determine whether the assertion of personal jurisdiction would comport with ‘ fair play and substantial justice. ’” Id. at 476. This court has articulated those requirements in the form of a three

- part test: “(1) whether the defen dant ‘purposefully directed’ its activities at residents of the forum; (2) whether the claim ‘arises out of or relates to’ the defendant’s activities with the forum; and (3) whether assertion of personal jurisdiction is ‘reasonable and fair.’” Inamed Corp. v. Kuzmak , 249 F. 3d 1356, 1360 (Fed. Cir. 2001)

. Under the first two parts of the test, as applied in the patent context, t he question is what minimum contacts

are necessary to establish personal jurisdiction over a nonresident defendant for a declaratory judgment of noninfring e ment or invalidity of a patent. T his court has acknowledged that the defendant purposefully directs his activities at residents of the foru m when the defendantNEW WORLD INT ’ L , INC

. v. FORD GLOBAL TECHS ., LLC 8

send s a cease and desist letter to a potential plaintiff in that particular forum

. And a subsequent declaratory judgment action by that potential plaintiff “ arises out of or relates to ” the defendant’s activity

— namely, the cease and d esist letter. Under the third part of the test, h owe ver, this court has held that it is improper to predicate personal jurisdiction on the act of sending ordinary cease and desist letters into a forum , without more

. Red Wing Shoe Co. v. Hockerson

- Halbers tadt, Inc. , 148 F.3d 1355

, 1360

- 61 (Fed. Cir. 1998) (concluding that “[p]rinciples of fair play and substantial justice afford a patentee sufficient latitude to inform others of its patent rights without subjecting itself to jurisdiction in a foreign forum ”) ; s ee also , e.g. , Radio Sys. Corp. v. Accession, Inc. , 638 F.3d 785, 789 (Fed. Cir. 2011); Breckenridge Pharm., Inc. v. Metabolite Labs

. , Inc. , 444 F.3d 1356, 1363 (Fed. Cir. 2006) ; Genetic Implant Sys.

, Inc. v. Core

- Vent Corp. , 123 F.3d 1455, 1458 (Fed. Cir. 1997)

. While the act of sending cease and desist lett ers is i nsufficient by itself to trigger a finding of personal jurisdi ction, other activities by the defendant, in conjunction with cease and desist letters, may be suf ficient. One such activity that this court has recognized may meet the minimum contacts requirement is the grant of an excl usive license to a licensee that resides or regularly does business in the forum. Avocent Huntsville Corp. v. Aten Int’l Co. , 552 F

. 3d 1324, 1334 (Fed. Cir. 2008); s ee also,
e.g. , Breckenridge , 444 F.3d at 1366.
To be sure, the mere existence of an exclusive license does not support a finding of specific jurisdiction

. For example, a license that establishes no relationship b etween a patent holder and a licensee beyond the payment and receipt of royalty income is not sufficient, because a declaratory judgment action does not typically “arise from or relate to” a patent holder’s efforts to license or comme rcialize its patent

. Avocent , 552 F.3d at 1336 ; see also Radio Sys. Corp. , 638 F.3d at 789

- 90

.NEW WORLD INT ’ L , INC

. v. FORD GLOBAL TECHS ., LLC 9

On the other hand , a license that obligates the patent holder to defend or enforce the patent may be sufficient to establish specific personal jurisdiction, because a declar atory judgment action typically arises from the patent holder ’s actions to enforce or defend its patent in the forum. Avocent , 552 F.3d at 1336; s ee also Autogenomics

, 566 F.3d at 1020 (“ [O] nly enforcement or defense efforts related to the patent rather than the patent ee’s own commercialization efforts are to be considered for esta blishing specific personal jurisdiction in a declaratory judgment action against the patentee.”).

Several earlier decision s of this court speak to what is

necessary to establish specific juri sdiction over a nonres ident patent holder that has sent a cease and desist letter into the forum and entered into an exclusive license agreement with a licensee that does business in the forum

. I n Akro Corp. v. Luker , 45 F.3 d 1541 (Fed. Cir. 1995), the nonresident patent holder (1) granted a res ident licensee , an Ohio corporation, the right to sue alleged infringers on the patent holder’s behalf and (2) agreed to “defend and pursue any infringement against [ the ] p atent. ” Id. at 154 3 . The patent holder therefore incurred continuing obligations in the forum related to the e nforcement or defense of the licensed patent: The resident licensee was free to sue third parties for infringement, which the patent holder was then obligated to “defend and pursue” ; the patent holder assumed a complementary obligation to affirmatively pursue potential infringers of the patent; and the patent holder was obligated to defend any action challenging the patent

. Even though the patent holder had “never been in Ohio and no one is or has ever been his agent or personal representative in Ohio,” id. at 1542

, the patent holder ’s continuing oblig ation to pursue any infringement clearly contemplated enforcement against any infringers in Ohio, where the licensee was based and compe ted with others.NEW WORLD INT ’ L , INC

. v. FORD GLOBAL TECHS ., LLC 10

Subsequently, i n Genetic Implant Systems, Inc. v. Core

- Vent Corp. , 123 F.3d 1455 (Fed. Cir. 1997), the court held that a nonresident patent holder was subject to personal jurisdiction based both on direct marketing and sales activities in the forum before the nonresident’s patent issued

, and on the nonresident’s execution

, after the patent issued, of a n exclusive agreement with a distributor whose activities were directed at the forum
state

. Id. at 1458 (nonresident patent holder “engaged in substantial activities” in Washington through its “pr ogram to develop a market in Washington, including founding teaching centers in Seattle . . . , developing Washington customer lists through the teaching centers, and advertising in publicat ions distributed to potential Washington customers” ; it then entered a worldwide exclusive distributorship agreement with a distributor that maintained sales representatives in Washington and continued to make “substantial sales” of the patent hol der’s pro duct there ). The court detailed the particulars of the distributorship agreement

— e.g., granting the distri butor the exclusive right to distribute the patented pro ducts, the authority to use the patent holder’s trademark, and indemnificat ion for liability arising from third

- party infringement action s— and determined that the distrib utorship agreement was effectively an exclusive license. Id. at 1458

- 59. The court held that the patent holder’s execution of such an exclusive arrangement, in conjun ction with the cease and desist letters and the patent holder’s previous activities in the forum, satisfied the requirements of due process as applied to the issue of personal jurisdiction

. Id. at 1459.

A decade later

, in Breckenridge Pharmaceutical, Inc. v. Metabolite Laboratories, Inc. , 444 F.3d 1356 (Fed. Cir. 2006), the court clarified that the question of specific jurisdiction over a nonresident patent holder in a case involving an exclusive license “requires close examination of the license agreement. ” Id. at 1366. Under the excl u-NEW WORLD INT ’ L , INC

. v. FORD GLOBAL TECHS ., LLC 11

sive license agreement i n Breckenridge , the patent holder gave the licensee significant rights regarding the e nforcement and defense of the patent s

. Specifically , t he patent holder “granted [the licensee] the right to sue for pat ent infringement with [the patent holder’s] written consent, and the parties agreed to ‘ discuss in good faith the appropriate action , if any, with respect to third

- party infringers

. . . and to cooperate reasonably in any e nforcement action s.’” Id. at 136 6- 67

. Despite retain ing

some discretion regarding enforcement , the patent holder assumed a continuing obligation to at least discuss any enforcement action with its licensee in good faith

— including upon the licensee ’s request for written permi ssion to bri ng a suit on behalf of the patent holder

— and then to cooperate in any subsequent action.

Those were not empty obligations; as the court e xplained, the “exclusive license agreement not only co ntemplated an ongoing relationship . . . beyond royalty payments but has actually resulted in such a relationship” to enforce the patent. Id. at 1367. As seen in practice, b oth parties coordinated “ in sending cease and desist letters and in litigating infringement claims in Florida [the forum] and elsewhere ,” and both “are often repr esented jointly by counsel.” Id.

What matters , then, is whether the agreement between the patent holder and the exclusive licensee impo ses a n obligat ion on the patent holder to enforce or defend the patent on behalf of the licensee that is engaged in exploiting the patent rights in the forum state

. That question is important because a patent holder’s underta king of such continuing enforcement obligations to a party that does business in the forum may qualify as purposeful availment by the defendant of the privilege of conducting activities within the forum state. See Burger King , 471 U.S. at 479

- 80; Perdue Foods LLC v. BRF S.A. , 814 F.3d 185, 191 (4th Cir. 2016) (“[I]mplicit in the Supreme Court’s distinction between a contract

— which cannot, byNEW WORLD INT ’ L , INC

. v. FORD GLOBAL TECHS ., LLC 12

itself, establish purposeful availment

— and a contract with continuing obligations

— which ‘manifestly’ const itutes purposeful availment

— is the assumption that the conti nuing obligations strengthen a defendant’s contacts with the plaintiff’s forum.”) (quoting Burger King , 471 U.S. at 476).
This court made that point clear in Avocent Huntsville Corp. v. Aten Int ernationa l Co. , 552 F.3d 1324 (Fed. Cir. 2008). The court exp lained that in a declaratory jud gment action against a nonresident patent holder, “we have consistently required the defendant to have engaged in ‘other activities’ that relate to the enforcement or the defense of the validity of the relevant patents.” Id

. at 1334. One example of such an “other activity” is “entering into an exclus iv e license agreement or other undertaking which imposes enforcement obligation s with a party residing or regularly doing business in the forum.” Id. E xclusive license agreeme nts and other undertakings that impose enforcement obligations on a patentee or its licensee “reflect the kind of ‘other activities’ that support specific personal jurisdiction in a declaratory judgment action.” Id. at 1335. Summarizing th is court’s prec edents, the Avocent court noted that “if the defendant patentee purposefully directs activities at the forum which relate in some material way to the enforcement or the defense of the patent, those activities may suffice to support specific jurisdiction.” Id. at 1336. In particular, the court concluded ( id. ):
[W] hen the patentee enters into an exclusive l icense or other obligation relating to the exploit ation of the patent by such licensee or contracting party in the forum, the patentee’s contractual u nde rtaking may impose certain obligations to e nforce the patent against infringers. By such conduct, the patentee may be said to purposefully avail itself of the forum and to engage in activityNEW WORLD INT ’ L , INC

. v. FORD GLOBAL TECHS ., LLC 13

that relates to the validity and enforceability of the patent.

B
New World argues that under the precedents di scussed above, FGTL’s license with LKQ creates the basis for a finding of specific personal jurisdiction because it imposes continuing obligation s on FGTL by virtue of its character as an exclusive license

— i.e., by preventing FGTL from granting a license to New World. New World also points to the indemnification and enforcement prov isions as independently sufficient bases for specific juri sdiction

. Those arguments are not persuasive.

1. W e have already rejected the idea that the mere existence of an exclusive license, regardless of its content, establishes specific jurisdiction over the licensor

. Instead, “the inquiry requires close examinatio n of the [exclusive] license agreement,” because “our case law requires that the license agreement contemplate a relationship beyond royalty or cross

- licensing payment, such as granting both parties the right to litigate infringement cases.” Brecke nridge

, 444 F.3d at 1366.

2. C ontrary to New World’s contention, we have not held that an indemnity provision is a sufficient basis for specific jurisdiction. New World points to Genetic Implant

, where the court noted th at the exclusive distrib utorship agreeme nt contained a provision that required the patent holder to indemnify the distributor “for l iability arising from any third

- party infringement action related to [the distributor’s] sale, use, or making of the [patented] products.” 123 F.3d at 1459. That language appears in the court’s discussion of why the exclusive distributorship agreement is, in effect, an exclusive license. The discu ssion begins with the statement that “[t]he appointment of a distributor to sell a product covered by a patent is analo gous to a grant of a patent license” because “[s]uch an action conveys an implied license to the dis tributor,NEW WORLD INT ’ L , INC

. v. FORD GLOBAL TECHS ., LLC 14

thereby surrendering the [patent holder’s] right to exclude the distributor under the patent.” Id. at 1458. The court supported its conclusion b y noting that “[t]he agreement contained other provisions similar to those typically found in a patent license agreement,” including the indemnity clause. Id. at 1459. But nothing in the opinion indicates that it was the indemnity clause that established jurisdiction over the nonresident patent holder. Instead, the court expressly stated that it was the nonresident’s direct “program to develop a market in Washington” before the patent issued, plus the execution of what wa s in effect a n exclusive license agreement, that satisfied the due process component of specific personal jurisdiction

. Id. at 1458. New World has not allege d any comparable activity by FGTL in Texas. 2

Nor wou ld it make sense to hold that an indemnity provision like the one in the FGTL

- LKQ license agre ement independently satisfies due process. That provision requires FGTL to indemnify LKQ for design patent suits

2 New World notes that the court in Breckenridge

re ferred to the indemnity ag reement in Genetic Implant when discussing that case. See Breckenridge , 444 F.3d at 1365 ( citing Genetic Implant , 123 F.3d at 1459 ) . The Breckenridge court made clear, however, that it did not regard the decision in Genetic Implant as turning on the indemnity clause, as the court also referred to the fact that the patentee in that case authorized the distributor to use its trademarks and the fact that the defendant had conducted business in the forum state prior to entering into the exclusive distributorship agreement, “and had developed a valuable customer base and generated goo dwill through advertising and educational initiatives that potentially enhanced the future sales of its exclusive distributor.” Breckenridge , 444 F.3d at 13 65 (citing Genetic Implant , 123 F.3d at 1458).NEW WORLD INT ’ L , INC

. v. FORD GLOBAL TECHS ., LLC 15

initiated by third parties

— e.g., a suit alleging infring ement of a third party’s patent by LKQ’s products

. But i nsuring LKQ against those third

- party claims of i nfringement does not arise out of or relate to the “enforcement or the defense of the [ Ford design ] patent[s],” as required for specific jurisdiction in a declaratory judgment action. Avocent , 552 F.3d at 1336 ; see also id. ( patent holder’s efforts to license or commercialize its patent does not “relate in any material way to the patent right that is at the center of any declaratory judgment claim for non

infringement, invalidity, and/or unenforceability” ). Thus,

w hile other indemnity clauses could involve the enforc ement or defense of the licensor’s patents, the clause at issue in this case does not.

3. New World also has not demonstrated that FGTL has assumed a meaningful obligation to enforce or defend the Ford design patents under the license provisions regarding infringement suits brought against third pa rties. FGTL retains “the right to determine what action, if any, is to be taken in each such instance, but shall not unreasonab ly refuse a request by LKQ to enforce the Ford Design Patents against allegedly

- infringing use in conflict with LKQ’s rights under th[e] Agreement.” There is no question that FGTL retains control over how to handle enforcement of the patent against infrin g ing third parties. New World’s argument turns on whether FGTL has ceded control over whether to initiate enforcement actions

, given its obligation to “not unreasonably refuse a request by LKQ to enforce the Ford Design Patents. ”
We must therefore determine the nature and scope of that obligation. New World p oints to the “reasonabl eness” language in the license in Breckenridge

, in which the parties agreed to “discuss in good faith the appropr iate action , if any, with respect to third party infringers of the Licensed Patents, and to cooperate reasonably in any enforcement actions.” 444 F.3d at 1366

- 67. But the court in Breckenridge did not base its decision merely on theNEW WORLD INT ’ L , INC

. v. FORD GLOBAL TECHS ., LLC 16

text of the agreement in that case ; rather, the court determined that the patent ho lder recognized that prov ision as a binding obligation in practice. Id. at 1367 ( T he “exclusive license agreement not only contemplated an ongoing relationship . . . beyond royalty payments but has actually resulted in such a relationship” to enforce the patent .). The court pointed out that the parties coord inated “in sending cease and desist letters and in litigating infringement claims in Florida [the forum] and els ewhere,” and that both “are often represented jointly by

coun sel.” Id.

New World has not alleged anything close to the facts in Breckenbridge in its effort to show that FGTL ’s oblig ation operates similarly . FGTL sent the cease and desist letters on its own behalf or through its own litigation counsel. While FGTL copied LKQ on two of the cease and desist letters

— those of May 21 and June 11, 2013

— those were letters that advis ed New World that it could dispose of its allegedly infringing products by turning those products over to LKQ. LKQ’s role was that of another recipient of the lett ers, not a co

- sender requesting that New World cease and desist infringing the Ford design patents. LKQ’s follow

- up letter to New World makes that clear, a s the only topic of that letter was the potential disposal of New World’s infringing products. In a ddition, the related infringement litigation brought by FGTL in Michigan concerning New World’s activities in Texas involves only FGTL, not LKQ

. That is not to say that a plaintiff must always provide evidence of how an obligation operates in practice. B ut

a ccording to FGTL , the text imposes only a mi nimal obligation, as FGTL has “ the ability to decline enforc ement on any commercially rea sonable basis,” which includes “any reasonable business, practical, or legal reason,” such as “a desire not to subject itself to jurisdi ction in a particular forum.” FGTL Br. at 22

- 23 & n.4.NEW WORLD INT ’ L , INC

. v. FORD GLOBAL TECHS ., LLC 17

New World has not provided a persuasive reason to interpret the provision differently. Its only argument

, made in a footnote, is that “reasonableness” is an e nforc eable standard under Michigan law, which governs the interpretation of the license agreement. But New World does not explain how the interpretation of the agreement under Michigan law would conflict with FGTL’s interpr etation.
The only pertinent Michigan case cited by New World is Lichnovsky v. Ziebart Int ernationa l Corp. , 324 N.W.2d 732 (Mich. 1982), in which the court construed a contract as not permitting termination at will and addresse d , as further support, a clause that barred the licensee f rom assigning or transferring the agreement without the written consent of the licensor, who could not “unreason ably refuse to consent to the sale or transfer of the license agreement by the licensee.” Id. at 737

- 38. That case supports the proposition th at a prohibition on “unreaso nable” conduct bars reje ctions that are wholly arbitrary or lack any justification whatsoever

. That proposition, however, is not inconsistent with FGTL’s argument that the “shall not unreasonably refuse” clause in the license agreement imposes only the most minimal restriction on FGTL’s freedom of action with respect to its patent e nforcement decisions , allowing it to pursue any course of action that it regards as being to its commercial a dvantage

. FGTL’s reading is also supported by the language in the license agreement regarding enforcement against third parties. The license states that FGTL has “the right to determine what action, if any, is to be taken in each such instance .” FGTL therefore is free to decide how to

e nforce the patent, or whether to enforce it at all

. If LKQ requests enforcement and FGTL has no reason to refuse

, then “LKQ agrees

. . . to become a party to such action if necessary, and to cooperate with FGTL, in the prosecution of any such action or pr oceeding involving any allegedNEW WORLD INT ’ L , INC

. v. FORD GLOBAL TECHS ., LLC 18

infringement respecting FGTL’s rights in the Ford Design Pate nts.” Therefore, in the event that FGTL grants LKQ’s request to enforce FGTL’s patent rights

, FGTL still has control over the action an d can require LKQ to coo pera te

. And because the license is silent about the situ ation in which LKQ does not request enforcement, it is clear that FGTL retain s to tal discretion whether to pu rsue enforcement in that setting. 3
In sum, under the license agreement, FGTL retains nearly co mplete control over the patent enforcement decision. New World has not shown that the obligations contemplated in the license have resulted in an underta king by FGTL to enforce or defend the patents with LKQ. Therefore, although the license to the licens ee doing business in the forum is exclusive, the license does not impose a sufficient obligation on the patent holder regar ding the enforcement of the patent rights to subject the patent holder to specific jurisdiction there . Nor has New World pointed to any additional activities in the forum beyond the license that would give rise to specific jurisdi ction. See Burger King

, 471 U.S. at 480 ( finding specific jurisdiction in Florida because “ the ‘quality and nature’ of [the defendant’s] relation ship to the company in Florida can in no sense be viewed as ‘ random, ’ ‘ fortuitous, ’ or

‘ attenuated ’ ”). Accordingly, FGTL’s pertinent contacts

3 New World points to two other provisions of the li cense as “evidenc[e] [of] continuing obligations between FGTL and LKQ regarding patent enforcement.” New World is incorrect as to both. The first require s FGTL to notify LKQ of relevant pending and issued Ford design patents. That provision is directed to LKQ’s awareness of what patented products it may produce, not to the e nforcement or defense of the patents. The second deals with the source of LKQ’s products and imposes an oblig ation on LKQ, not FGTL.NEW WORLD INT ’ L , INC

. v. FORD GLOBAL TECHS ., LLC 19

with Texas are limited to the cease and desist letters. While those letters may be sufficient to constitute min imum contacts with the forum, they are not sufficient to satisfy the fairness part of the test for specific personal jurisdiction. See Xilinx , 848 F.3d at 1357.

III
New World argues that the district court’s denial of its motion to amend the complaint to add new allegations in support of personal jurisdiction was an abuse of discr etion under Rule 15(a), Fed. R. Civ. P. In response, FGTL argues that t he court’s earlier dismissal of the case was effectively an entry of judgment, s ee Whitaker v. City of Hous

. , 963 F.2d 831, 833 (5th Cir. 1992) (order dismissing all claims is a final judgment in the absence of an obje ction, even if the order does not expressly state as much and the court does not enter judgment on a separate document ), and that the district co urt’s discretion to allow the amended complaint was therefore restricted, s ee Vielma v. Eureka Co. , 218 F.3d 458, 468 ( 5th Cir. 2000) (although court has “virtually unlimited discretion to allow amendments before the entry of judgment, that discretion narrows considerably after entry of judgment ” ).

Without a ddressing whether the district court ’s dismissal order constituted the entry of a final judgment

, we conclude that the court did not abuse its discretion by denying the motion as untimely

. New World’s explan ation for seeking leave to amend was not the discovery of new evidence or anything similar . Rather, it believed its initial complaint was sufficient to establish jurisdiction, but that following the dismissal it wanted an opportunity
to buttress its jurisdictional presentation.
That rationale does not provide a basis for concluding that the district court abused its discretion. The amen dment was untimely, and New World offered no good

reason for its untimeliness

. See Vielma , 218 F.3d at 468 (“[W] e have consistently upheld the denial of leave toNEW WORLD INT ’ L , INC

. v. FORD GLOBAL TECHS ., LLC 20

amend where the party seeking to amend has not clearly established that [it] could not reasonably have raised the new matter prior to the trial court’s merits ruling.”).
New World relies exclusively on Dussouy v. Gulf Coast Investment Corp. , 660 F.2d 594 (5th Cir. 1981), in which the Fifth Circuit held that a trial court abused its discr etion by denying leave to amend, which was requested after dismissal of the case

. But the court’s rationale in that case is not applicable here. In Dussouy , discovery revealed that the plaintiff’s theory of the case

— conspiracy between an insurance company and an investment co mpany to restrain trade

— was incorrect because the insu rance company was not in volved. Id. at 596

- 97. Upon learning that the insurance company was not involved

, t he plaintiff dis miss ed the insurance company and moved to amend the complaint to add different co

- conspirators

, a motion that the district court denied

. Id. at 597. Thus, in Dussouy there was good reason for the belated motion to amend, in light of evidence that was revealed during discovery. Here

, New World has not alleged the discovery of any new evidence that requires leave to amend.

After a case has been dismissed, a district court’s d enial of a motion to amend is not an abuse of discretion where the motion is based on the plaintiff’s assertion that it thought it had done enough previously to avoid dismi ssal

. As the district court astutely observed: “The only explanation [New World] offer[s] [in support of its motion for leave to amend] is that [it] thought [it] had adequately demonstrated jurisdiction. If this were sufficient, matters would never be final .” 4

4 New World also complains that the district court should have granted its motion for reconsideration of the dismissal order . The district court, however, explained in its corrected opinion that the mat erial in the motionNEW WORLD INT ’ L , INC

. v. FORD GLOBAL TECHS ., LLC 21

AFFIRMED

would not have affected the dismissal

. We find no error in that ruling and therefore uphold the district court’s denial of the motion.