2022 IL App (1st) 210220-U 

THIRD DIVISION

June 30, 2022 

No. 1-21-0220 

NOTICE: This order was filed under Supreme Court Rule 23 and is not precedent except in the 

limited circumstances allowed under Rule 23(e)(i).

_____________________________________________________________________________ 

IN THE APPELLATE COURT OF ILLINOIS

FIRST JUDICIAL DISTRICT

______________________________________________________________________________ 

JUSTICE McBRIDE delivered the judgment of the court.

Presiding Justice Gordon and Justice Burke concurred in the judgment.

O R D E R 

¶ 1 Held: Dismissal of complaint affirmed where Colorado home builders were not subject 

to specific personal jurisdiction under Illinois’ long-arm statute based on unverified 

allegations that they sent inflated construction invoices to the sole Illinois client of their 

Colorado construction company. 

¶ 2 Retreat Properties, LLC (Retreat Properties or client), an Alaskan company whose 

principal place of business is in Illinois, hired a Colorado general contractor, Crystal Springs 

Builders, Inc. (Crystal Springs Builders or builder), to construct a home in Colorado, and later 

sued the company’s owner, Larry Stangeland, and project manager, John Underwood, alleging

fraudulent misrepresentation, negligent misrepresentation, and tortious interference with a 

RETREAT PROPERTIES, LLC,

Plaintiff-Appellant, 

 v. 

JOHN UNDERWOOD, and LARRY STANGELAND, 

Defendants-Appellees.

)

) 

) 

) 

) 

) 

) 

) 

)

Appeal from 

the Circuit Court 

of Cook County 

20-L-005533

Honorable 

Margaret Ann Brennan, 

Judge Presiding
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prospective economic advantage due to construction defects and overbilling. The circuit court 

granted Stangeland and Underwood’s motion to dismiss for lack of personal jurisdiction, 

improper venue, and forum non conveniens. On appeal, Retreat Properties argues that the 

Colorado defendants’ submission of inflated invoices to an Illinois resident were sufficient 

minimum contacts with Illinois to satisfy this jurisdiction’s long-arm and venue statutes (735 

ILCS 5/2-209, 5/2-101 (West 2018)). Retreat Properties also argues that the defendants failed to 

carry their substantial burden of demonstrating that Colorado’s Pitkin County is a more 

convenient forum than Illinois’ Cook County for resolving the dispute. 

¶ 3 Retreat Properties’ unverified complaint indicated the following. Retreat Properties’ 

principal place of business is in Lincolnwood, Illinois. The members of this limited liability 

company are Michael Klein and the Klein Family Fund, LLC, and the sole member of that 

second company is Michael Klein. Klein resides in Cook County. After Retreat Properties and 

Crystal Springs contracted in October 2017 for the construction of a new residence in Aspen, 

Colorado, Stangeland and Underwood supervised the day-to-day operations of the project; 

communicated with Klein, subcontractors, vendors, and the City of Aspen about the project; and 

submitted pay applications to Retreat Properties to obtain progress payments. During the course 

of construction, disagreements arose, primarily about the pool. The contract provided for the 

project to be substantially completed by June 30, 2019, but it had not reached that stage when 

Retreat Properties filed this suit in May 2020. Retreat Properties claimed that work performed by 

the pool subcontractors was “incorrect” and “incomplete” and that it would cost $200,000 to 

$500,000 to remediate the pool’s structural and aesthetic aspects and the surrounding patio and 

landscaping. Retreat Properties also “identified roughly 342 outstanding punch list items to date” 
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at the Colorado jobsite, such as “incorrect and incomplete” work by subcontractors responsible 

for the roof, electricity, plumbing, drywall, paint, carpentry, driveway, storm sewers, and 

landscaping. In Counts I and II, Retreat Properties claimed that the building company’s 

September, October, and November 2019 pay applications were fraudulent misrepresentations 

about the pool because Stangeland and Underwood were aware that the pool “was in an 

unacceptable condition” and they were “permitting [their building company, Crystal Springs 

Builders] to continue repair work on the pool.” Retreat Properties also alleged that the pay 

applications were fraudulent misrepresentations about the roof because the roofing subcontractor

“did not have the necessary certifications to complete [its] work.” In Counts III and IV (Count III 

was misdesignated as “Count IV”), Retreat Properties recast what had occurred as “negligent 

misrepresentations.” In Counts V and VI, Retreat Properties contended that by failing to 

complete the construction by November 2019, the defendants had tortiously interfered with 

Retreat Properties’ reasonable expectations to begin renting the home for $100,000 or more per 

week, resulting in losses of more than $1 million. 

¶ 4 Retreat Properties also simultaneously demanded binding arbitration pursuant to the 

parties’ contract. The arbitration demand was against Crystal Springs Builders, instead of the 

company’s two owners. Although Retreat Properties requested that arbitration take place in 

Illinois, the American Arbitration Association determined in June 2020 that Colorado was the 

appropriate “locale.” Neither side expressly describes the status of the arbitration; however, the 

defendants suggest that it is not actively progressing (for instance, they state that the arbitration 

is “pending”). 

¶ 5 Stangeland and Underwood filed a section 2-619 motion to dismiss the circuit court 
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action (735 ILCS 5/2-619 (West 2018)), asserting lack of personal jurisdiction, improper venue, 

forum non conveniens, or, in the alternative, that the court should compel arbitration. In support

of the motion, the defendants submitted their own sworn statements, as well as a sworn statement 

from Robert Kaufmann, who had been Retreat Properties’ agent during the timeframe at issue. 

See 735 ILCS 5/1-109 (West 2018) (providing for sworn statements under penalty of perjury).

¶ 6 Stangeland swore to the following. Stangeland started Crystal Springs Builders 23 years 

ago and was its sole owner until Underwood become a 10% owner in 2018 and a 20% owner in 

2019. (Underwood has been with the company for five of its 23 years.) Crystal Springs Builders 

is a small general contractor that is incorporated in Colorado. Its principal place of business and 

a registered agent are in Carbondale, Colorado. The company has never had an office or any 

employees in Cook County, Illinois, and there are no documents or other evidence there. During 

the 23 years of the company’s existence, Crystal Springs Builders, Stangeland, and Underwood 

have never advertised in Illinois or directed any advertisement or mailings toward any person or 

business in Illinois, never solicited any business in Illinois, never performed any construction 

work in Illinois, and never had a client in Illinois, other than Retreat Properties. Crystal Springs 

Builders, Stangeland, and Underwood did not solicit Retreat Properties or Klein. Rather, in 2017, 

Retreat Properties’ agent, Kaufmann, a Colorado resident, initiated the first contact with 

Stangeland and Underwood to talk about constructing a home in Aspen. At the time, Kaufmann 

was interviewing multiple contractors on behalf of his client, whom Stangeland and Underwood 

later learned was Retreat Properties. None of the contract negotiations occurred in Illinois. Klein

signed the contract first on behalf of Retreat Properties, and emailed the agreement to 

Stangeland, who then signed on behalf of Crystal Springs Builders, in Colorado. All of the in-
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person meetings took place in Colorado, with Kaufmann and/or Klein. Stangeland has never 

traveled to Illinois for business or to meet any client. Stangeland’s sworn statement included the 

names and addresses of the 32 subcontractors who had worked on the Aspen home construction 

project. All of those entities were located in Colorado. All of the builder’s pay applications had 

been submitted to Kaufmann, who would review them, sometimes ask questions, and sometimes 

come to the jobsite to inspect the work. Kaufmann would then submit the pay applications to his 

principal, Klein, for payment to Crystal Springs Builders and the subcontractors. 

¶ 7 Project manager Underwood’s sworn statement was consistent with Stangeland’s sworn 

statement.

¶ 8 Robert Kaufmann swore as follows. Kaufmann is the president of Kaufmann 

Construction, Inc., which is a company located in Basalt, Colorado (18.5 miles from Aspen) that 

provides owner representation services. Klein hired Kaufmann to vet and interview general 

contractors in Aspen for Klein’s home construction project, and Crystal Springs Builders was 

one of the three companies that Kaufmann contacted. In the contract executed between Retreat 

Properties and Crystal Springs Builders, Kaufmann is listed as “Owner’s representative.” Once 

the project was underway, Kaufmann reviewed the builder’s monthly pay applications, made 

comments about them, visited the Aspen job site (typically about once per pay application) and 

forwarded the pay applications to Klein for his review and payment. Kaufmann specified, “It is 

my understanding that Mr. Klein never issued any payment until after I had submitted my 

comments.” 

¶ 9 Retreat Properties’ response in opposition to the motion to dismiss was unverified. 

Retreat Properties argued in relevant part that personal jurisdiction should be asserted by the 
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Illinois circuit court because, “Per the allegations of the Complaint, [the building company and 

two individual defendants] sent fraudulent payment applications to Retreat [Properties] and 

Klein in Lincolnwood, Illinois, which Retreat [Properties] and Klein paid from Illinois.” 

¶ 10 The circuit court granted the motion to dismiss based on findings that the court lacked 

personal jurisdiction, venue was improper, and that the forum non conveniens argument was also 

persuasive. The court denied the alternative request to compel arbitration pursuant to the contract 

between Crystal Springs Builders and Retreat Properties, reasoning that the defendants were

individuals, Stangeland and Underwood, and their ownership of Crystal Springs Builders did not 

make them intended third-party beneficiaries who could enforce the terms of the construction 

contract. This appeal followed. 

¶ 11 We begin with the question of jurisdiction. The limits of a trial court’s jurisdiction are 

well established. A court has power to decide a case only when it has both subject matter 

jurisdiction over the controversy and personal jurisdiction over the parties. See In re Marriage of 

Mitchell, 181 Ill. 2d 169, 174 (1998). Subject matter jurisdiction, which is not disputed in this 

case, is the court’s authority to hear and decide cases of a general class. Jorgensen v. Berrios, 

2020 IL App (1st) 191133, ¶ 22; Belleville Toyota, Inc. v. Toyota Motor Sales, U.S.A., Inc., 199 

Ill. 2d 325, 335 (2002) (a justiciable matter is “a controversy appropriate for review by the court, 

in that it is definite and concrete, as opposed to hypothetical or moot, touching upon the legal 

relations of parties having adverse legal interests”). Personal jurisdiction is the court’s authority 

to bind a particular party. Insurance Corp. of Ireland, Ltd. v. Compagnie des Bauxites de Guinee, 

456 U.S. 694, 702 (1982). Stangeland, Underwood, and Retreat Properties have briefed the issue 

of personal jurisdiction. 
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¶ 12 The de novo standard of review governs the question of personal jurisdiction because the

circuit court decided the issue based solely on documentary evidence. Rios v. Bayer Corp., 2020 

IL 125020, ¶ 16. 

¶ 13 It is the plaintiff’s burden to establish a prima facie basis to exercise personal jurisdiction 

over the nonresident defendants. Rios, 2020 IL 125020, ¶ 16. 

¶ 14 An Illinois court has personal jurisdiction over a nonresident defendant when the longarm statute provides for it and the exercise of jurisdiction is consistent with the due process 

guarantees of the federal and state constitutions. Knaus v. Guidry, 389 Ill. App. 3d 804, 813 

(2009); Insurance Corp. of Ireland, 456 U.S. 694, 702 (1982); Madison Miracle Productions, 

LLC v. MGM Distribution Co., 2012 IL App (1st) 112334, ¶ 42 (traditionally, personal 

jurisdiction over a nonresident has involved a three-part analysis about the Illinois long-arm 

statute, the due process clause of the United States constitution, and the due process clause of the 

Illinois constitution). 

¶ 15 Pursuant to the long-arm statute, a nonresident corporation is subject to personal 

jurisdiction if the corporation is “ ‘doing business’ ” in Illinois, meaning that it “ ‘engages in a 

continuous and systematic course of business in the State.’ ” Kostal v. Pinkus Dermatopathology 

Lab., P.C., 357 Ill. App. 3d 381, 385 (2005) (quoting Kadala v. Cunard Lines, Ltd., 226 Ill. App. 

3d 302, 314 (1992)); 735 ILCS 5/2-209(b)(4) (West 2018). When a nonresident corporation’s 

“ ‘affiliations with the State are so continuous and systematic as to render’ it ‘essentially at 

home’ in the State” then it may be sued on any cause of action, regardless of whether the action 

arose out of the corporation’s contacts with Illinois. Rios, 2020 IL 125020, ¶ 19 (quoting 

Goodyear Dunlop Tires Operations v. Brown, 564 U.S. 915, 919); Kostal, 357 Ill. App. 3d at 385
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(“the ‘doing business’ standard is quite high but once satisfied, a corporation is considered a 

resident of Illinois and may be sued on any cause of action, regardless of whether it arose out of 

the corporation’s contacts with the state”). This is known as “general or all-purpose jurisdiction.” 

Rios, 2020 IL 125020, ¶ 19. 

¶ 16 General personal jurisdiction contrasts with “specific or case-linked jurisdiction.” Rios, 

2020 IL 125020, ¶ 19. For instance, under the “ ‘transaction of business’ ” theory, Illinois will 

have personal jurisdiction “ ‘if the corporation transacts any business within the State and a 

cause of action arises from that transaction.’ ” Kostal, 357 Ill. App. 3d at 385 (quoting Kadala, 

226 Ill. App. 3d at 314); 735 ICLS 5/2-209(a)(1) (West 2018). The long-arm statute also allows 

Illinois to exert personal jurisdiction when a nonresident commits “a tortious act within this 

State” and a cause of action arises from that conduct. 735 ILCS 5/2-209(a)(2) (West 2018). 

¶ 17 Previously, only the acts described in the long-arm statute could be the basis for asserting 

personal jurisdiction over a nonresident defendant, but that changed when section (c) was added 

to the statute in 1989. Kostal, 357 Ill. App. 3d at 387. Section 2-209(c) of the long-arm statute 

“contains a ‘catch-all’ provision providing that an Illinois court may ‘exercise jurisdiction on any 

other basis now or hereafter permitted by the Illinois Constitution and the Constitution of the 

United States.’ ” Morris v. Halsey Enterprises Co., 379 Ill. App. 3d 574, 579 (2008) 

(quoting 735 ILCS 5/2-209(c) (West 2004)). Stated another way, the long-arm statute reaches as 

far as the federal and State constitutional requirements for due process allow. If due process is 

satisfied, jurisdiction exists under section 2-209(c) and we need not consider the other sections of 

the long-arm statute. Kostal, 357 Ill. App. 3d at 387. Furthermore, when the defendant has not 

argued that the State constitution imposes a greater restriction than the federal constitution, then 
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we need consider only the federal principles. Rios, 2020 IL 125020, ¶ 17. 

¶ 18 Federal due process requires courts to consider whether the nonresident defendant had 

“certain minimum contacts” with the forum state “such that the maintenance of the suit does not 

offend traditional notions of fair play and substantial justice.” Rios, 2020 IL 125020, ¶ 17

(quoting Daimler AG v. Bauman, 571 U.S. 117, 126 (2014)). 

¶ 19 When determining whether a nonresident defendant has certain minimum contacts, our 

analysis depends on whether the plaintiff is seeking general personal jurisdiction or specific 

personal jurisdiction. See Rios, 2020 IL 125020, ¶¶ 19-20. For specific personal jurisdiction—

the only type of personal jurisdiction that was alleged by Retreat Properties—the defendants’ 

litigation-related “conduct must create a substantial connection with the forum State.” (Emphasis 

added.) Zamora v. Lewis, 2019 IL App (1st) 181642, ¶ 46. In order to establish there is a 

“substantial connection,” the plaintiff needs to show that “(1) ‘the defendant purposefully 

directed its activities at [Illinois]’ and (2) ‘the cause of action arose out of or relates to the 

defendant’s contacts with [Illinois].’ ” Zamora, 2019 IL App (1st) 181642, ¶ 46. Under the first 

element, there must “be some act by which the defendant purposefully avails itself of the 

privilege of conducting activities within the forum State, thus invoking the benefits and 

protections of its laws.” Zamora, 2019 IL App (1st) 181642, ¶ 46 (internal quotation marks 

omitted). The “purposeful availment” requirement ensures that “a nonresident defendant is not 

required to litigate in a forum due to attenuated or random contacts or the unilateral acts of a 

consumer.” Zamora, 2019 IL App (1st) 181642, ¶ 46 (citing Burger King Corp. v. Rudzewicz, 

471 U.S. 462, 475 (1985)). “If we determine that a nonresident defendant has purposefully 

directed its activities at Illinois and the cause of action arose out of or relates to the defendant’s 
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contacts with Illinois, we also must consider whether it is reasonable to require the defendant to 

litigate in Illinois.” Zamora, 2019 IL App (1st) 181642, ¶ 48. 

¶ 20 When determining whether these defendants purposefully availed themselves of the 

benefits of doing business in Illinois, relevant considerations may include who initiated the 

transaction, where the contract was negotiated, where it was formed, and where performance was 

to take place. Madison Miracle Productions, 2012 IL App (1st) 112334, ¶ 57. However, the 

United States Supreme Court advocates a broad, general approach to a federal minimum contacts 

analysis. Madison Miracle Productions, 2012 IL App (1st) 112334, ¶ 62 (citing Burger 

King, 471 U.S. at 478-79, as reason to reject the defendant’s argument that a court should limit 

its minimum contacts analysis to the initiation, negotiation, formation and contemplated 

performance of the contract in question). 

“[The United States Supreme Court] ‘[l]ong ago rejected the notion that personal 

jurisdiction might turn on “mechanical” tests, [citation] or on “conceptualistic...theories 

of the place of contracting or of performance,” [citation]. Instead, [the court has] 

emphasized the need for a “highly realistic” approach that recognizes that a “contract” is 

“ordinarily but an intermediate step serving to tie up prior business negotiations with 

future consequences which themselves are the real object of the business 

transaction.” [citation]. It is these factors—prior negotiations and contemplated future 

consequences, along with the terms of the contract and the parties’ actual course of 

dealing—that must be evaluated in determining whether the defendant purposefully 

established minimum contacts within the forum.’ ” Madison Miracle Productions, 2012 

IL App (1st) 112334, ¶ 55 (quoting Burger King, 471 U.S. at 478-79). 
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¶ 21 In addition, in order to show there is personal jurisdiction in Illinois due to a defendant’s 

tortious conduct in Illinois (e.g., fraud), the plaintiff must allege that the defendant performed

an act or omission which caused injury in Illinois and that the conduct was tortious. Aasonn, 

LLC v. Delaney, 2011 IL App (2d) 101125, ¶ 16. When the tortious injury is alleged to be 

economic rather than physical or emotional, the plaintiff must also allege facts showing that the 

defendant intended to affect an Illinois interest. Aasonn, 2011 IL App (2d) 101125, ¶ 16.

¶ 22 Retreat Properties argues that specific personal jurisdiction exists over Stangeland and 

Underwood, because, as alleged in the complaint, they submitted fraudulent invoices to an 

Illinois resident. In our opinion, this argument misapplies the precedent that Retreat Properties 

relies upon and addresses but one of many relevant contacts. Furthermore, Stangeland and 

Underwood’s uncontroverted sworn statements establish that they did not purposefully establish 

minimum contacts within Illinois. 

¶ 23 Stangeland and Underwood’s unrefuted sworn statements specify that they have never 

transacted business in Illinois, traveled to Illinois for business, advertised in Illinois, or solicited 

business in Illinois. Retreat Properties was the first and only client of Stangeland and Underwood 

(or Crystal Springs Builders) that resided in Illinois, and it was Retreat Properties that initiated 

the construction contract by hiring a Colorado resident, Kaufmann, to find and screen suitable 

general contractors within the vicinity of Aspen, Colorado. Kaufmann’s interview with Crystal 

Springs Builders and all of the pre-contract negotiations concerning the proposed project 

occurred in Colorado, not Illinois. 

¶ 24 The sworn statements also established that the contract itself was formed in Colorado, as 

Stangeland was the last person to sign it and was located in Colorado at the time of execution. 
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Ideal Insurance Agency, Inc. v. Shipyard Marine, Inc., 213 Ill. App. 3d 675, 681 (1991) (where 

the last act necessary to give validity to the contract is done is the place where the contract is 

made).

¶ 25 Performance of the construction contract—the real object of the business transaction—

was to take place entirely in Aspen and no work was contemplated to be performed in Illinois. 

“A defendant transacts business in Illinois ‘when substantial performance of contractual duties is 

to be rendered in Illinois or when the defendant invokes the benefits and protections of Illinois 

law in the contractual relationship.’ ” Khan v. Van Remmen, Inc., 325 Ill. App. 3d 49, 57 (2001) 

(quoting Poplar Grove State Bank v. Powers, 218 Ill. App. 3d 509, 518 (1991)). As the 

contracting parties intended, Crystal Springs Builders hired at least 32 Colorado subcontractors 

to perform tasks on the Aspen building site. The gravamen of the complaint is that Stangeland 

and Underwood billed for the subcontractors’ “incomplete and incorrect” work on the Aspen 

home’s pool, roof, plumbing, heating, ventilation, and air conditioning systems, tile, masonry, 

drywall, paint, carpentry, electric wiring, landscaping, driveway, and storm sewers. All of these 

allegations relate to the work that was performed in Colorado, which further underscores Illinois’ 

lack of connection to the lawsuit. During the course of the contract, Stangeland and Underwood 

did not travel to Illinois or perform any work in Illinois. Klein, the principal of Retreat 

Properties, did, however, travel to Colorado for several meetings about the performance. 

¶ 26 Although this is essentially a dispute about the general contractor’s performance of the 

construction contract in Colorado, the complaint contains vague and strained allegations about 

the parties’ course of dealing, in order to indicate that Stangeland and Underwood purposefully 

directed activities at Illinois and that the cause of action arose out of or relates to these contacts 
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with Illinois. As examples: 

 “16. Stangeland and Underwood regularly communicated with [Retreat Properties], 

and particularly with Klein in Illinois, regarding the status of the Property.

* * *

19. On information and belief, Stangeland and Underwood have each submitted 

and/or allowed to be submitted Pay Applications certifying progress payments during the 

course the of [(sic)] construction project. Defendants caused these Pay Applications to be 

transmitted to Illinois. 

* * *

33. In spring 2019, Klein and Defendants had numerous conversations, including 

phone calls that Defendants made to Klein in Illinois, regarding how to correct the pool 

defects. Over the course of roughly seven months, *** Underwood and Stangeland 

continued to submit invoices for payments for [the general contractor] and its 

subcontractors, including the pool subcontractor, to Retreat [Properties] for the pool 

work. Defendants submitted all invoices to [Retreat Properties]’ Illinois address, and 

Retreat [Properties] paid those invoices from Illinois. Underwood and Stangeland

repeatedly represented to Klein in meetings on site and in phone calls and other 

communication that work to repair the pool was ongoing and successful.” 

¶ 27 These allegations lack specific dates and other facts indicating how the allegedly 

fraudulent pay applications were submitted to Retreat Properties. These allegations were not 

verified. These allegations were refuted by three specific and unopposed sworn statements which 

indicated that Retreat Properties’ agent in Colorado was the actual recipient of the pay requests. 
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The court must accept as true any facts stated in affidavits submitted by the defendants that the 

plaintiff does not contradict by a counter-affidavit, despite any contrary allegations in the 

plaintiff’s complaint. Khan v. Van Remmen, Inc., 325 Ill. App. 3d 49, 56 (2001); Kutner v. 

DeMassa, 96 Ill. App. 3d 243, 247-248 (1981). Stangeland and Underwood’s unopposed sworn 

statements specified that they submitted the pay applications to another person in Colorado, 

Kaufmann, for his review and follow-up. In turn, Kaufmann’s unopposed sworn statement 

indicated that he received, verified, commented on, and then forwarded the pay applications to 

Klein and that it was Kaufmann’s “understanding that Mr. Klein never issued any payment until 

after I had submitted my comments.” Thus, the record shows that the defendants did not 

purposefully direct activities at Illinois. Instead, because the defendants were not purposefully 

establishing contacts with Illinois, the plaintiff had to use a Colorado agent to find and personally 

interview general contractors, receive and evaluate the subsequent pay applications, and 

periodically visit the job site during the project in order to verify the construction work. 

¶ 28 Another consideration is that the parties purportedly included a Colorado choice-of-law 

clause in their contract. A choice-of-law provision is considered relevant but not dispositive. 

Aasonn, 2011 IL App (2nd) 101125, ¶ 16. 

¶ 29 Thus, the pre-contract interaction, contemplated future consequences, terms of the 

contract, contract performance, and actual dealings of the parties all indicate that Stangeland and 

Underwood did not purposefully direct activities into Illinois. 

¶ 30 Although not controlling, we note that after Retreat Properties filed a nearly identical 

complaint against Crystal Springs Builders with the American Arbitration Association, that 

organization determined that Colorado, not Illinois, was the appropriate “locale” for addressing 
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the claims. 

¶ 31 This case is no different from past decisions affirming the lack of personal jurisdiction 

over nonresident defendants. In National Gun Victims Action Council v. Schecter, 2016 IL App 

(1st) 152694, another panel of this appellate court found insufficient minimum contacts to 

exercise jurisdiction over an Ohio company that had agreed to handle an Illinois organization’s 

public relations event in Missouri. National Gun Victims Action Council, 2016 IL App (1st) 

152694. The Illinois entity had reached out to the Ohio entity for assistance, the terms of their 

oral agreement were negotiated over the phone or by e-mail, and the performance of the contract 

was indisputably outside of Illinois. National Gun Victims Action Council, 2016 IL App (1st) 

152694, ¶¶ 22-24. When it did not appear the Missouri event would go off as planned, the

Illinois client rescheduled the event, terminated the public relations contract, and filed suit. 

National Gun Victims Action Council, 2016 IL App (1st) 152694, ¶ 7. Similar to Retreat 

Properties, the Illinois plaintiff argued that there was personal jurisdiction over the Ohio entity 

because it had directed Internet communication to the Illinois-based plaintiff knowing that it was 

an Illinois resident, agreed to provide services for an Illinois resident, was paid for those 

services, but never actually performed, resulting in damage that occurred in Illinois to the Illinois 

plaintiff. National Gun Victims Action Council, 2016 IL App (1st) 152694, ¶ 7. The court 

disagreed and held that the Ohio entity’s limited e-mail contacts with Illinois were “too random, 

fortuitous, or attenuated to justify personal jurisdiction.” (Internal quotations omitted.) National 

Gun Victims Action Council, 2016 IL App (1st) 152694, ¶ 21. The three Colorado sworn 

statements negated Retreat Properties’ unverified allegations that Stangeland and Underwood 

communicated with Retreat Properties in Illinois, but we also consider their alleged “regular[] 
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communica[tions]” and payment requests to Illinois about the construction project progressing in 

Colorado to be contacts that are too attenuated to Illinois to justify personal jurisdiction in this 

forum. 

¶ 32 Retreat Properties draws our attention to Aasonn, 2011 IL App (2d) 101125, a breach of 

contract and fraud action that is factually distinguishable. The plaintiff was an Illinois consulting 

company, Aasonn, and the defendants were a New York computer consultant, Delaney, and her

company. Aasonn, 2011 IL App (2d) 101125, ¶ 4. The claims concerned work product and 

communications exchanged directly between the parties by telephone, fax, e-mail, Internet 

messaging, and “Internet connections.” Aasonn, 2011 IL App (2d) 101125, ¶ 7. The Delaney 

defendants e-mailed monthly invoices to Aasonn for work that had been performed and they 

contemporaneously entered the details of those time records into the Aasonn online project 

management system. Aasonn, 2011 IL App (2d) 101125, ¶ 7. Once Aasonn verified what had 

been entered into its project management system, it electronically paid the New York defendants 

from its Illinois bank account. Aasonn, 2011 IL App (2d) 101125. The Delaney defendants were 

alleged to have submitted false billing statements for work they did not perform on five of the 20 

or so Aasonn projects they handled. Aasonn, 2011 IL App (2d) 101125, ¶ 7. 

¶ 33 Retreat Properties relies on Aasonn for the court’s conclusion that the New York 

consultant and her company were subject to personal jurisdiction by virtue of having “voluntarily 

entered into a contract creating a substantial connection with Illinois.” Aasonn, 2011 IL App 

101125, ¶ 23. However, the court reached this conclusion only after thoroughly analyzing the 

parties’ pre-contract relationship, the execution of the contract, and where performance was to 

occur. Aasonn, 2011 IL App (2d) 101125, ¶¶ 17-23. For instance, although the New York 
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consultant did not initiate the contract, she pursued the relationship by making presentations, 

representing others who would benefit, and leading the contract negotiations. Aasonn, 2011 IL 

App (2d) 101125, ¶¶ 17-18. There was even an Illinois choice-of-law provision in the contract. 

Aasonn, 2011 IL App (2d) 101125, ¶ 24. These and other facts indicated there were sufficient 

jurisdictional contacts with Illinois. The quality and nature of Delaney’s acts indicated that she 

and her company “purposefully reached out beyond New York to create a deliberate affiliation 

with an Illinois company from which they derived financial benefits by accepting in excess of 20 

projects.” Aasonn, 2011 IL App (2d) 101125, ¶ 24. 

¶ 34 Retreat Properties also argues that because their complaint includes tort claims, any

“communications” with Illinois residents, with an intent to affect Illinois residents, are sufficient 

reason to exercise personal jurisdiction over defendants Stangeland and Underwood. The lack of 

contacts emanating from Colorado into Illinois is why we reject Retreat Properties’ argument 

that tort law supports specific personal jurisdiction in Illinois. To prevail under this theory, this 

plaintiff would need to show that the defendants intended to affect an Illinois interest when they 

allegedly engaged in fraudulent and negligent misrepresentations or tortiously interfered with a 

prospective economic advantage for the Colorado residential property. Aasonn, 2011 IL App 

(2d) 101125, ¶ 16 (when the tortious injury is alleged to be economic rather than physical or 

emotional, the plaintiff must also allege facts showing that the defendant intended to affect an 

Illinois interest); West Virginia Laborers Pension Trust Fund v. Caspersen, 357 Ill. App. 3d 673, 

678 (2005). The requirement that the tort defendant intended to affect an Illinois interest is 

another way of stating the requirement under the due process clause that the defendant 

purposefully availed himself of this forum state’s benefits. Aasonn, 2011 IL App (2d) 101125, 
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¶ 16. 

¶ 35 The record, as discussed above, indicates that Crystal Springs Builders and its two 

principals did not reach out beyond Colorado to conduct business with anyone in Illinois. 

Instead, the pre-contract relationship occurred at Retreat Properties’ direction in Colorado and 

then Retreat Properties and Crystal Springs Builders formed a contract in Colorado for the 

Colorado contractor to build a Colorado residence. The key interactions between Crystal Springs 

Builders and Retreat Properties occurred in Colorado and Stangeland and Underwood did not 

purposefully avail themselves of the benefits of conducting business in Illinois. Retreat 

Properties did not show that the defendants intended to affect an Illinois interest. 

¶ 36 Also, none of the other tort cases that the appellant cites support its assertion of specific 

personal jurisdiction. For instance, Retreat Properties mistakenly contends that a single piece of 

deceptive mail into Illinois was sufficient in Zazove v. Pelikan, Inc., 326 Ill. App. 3d 798, 806

(2001), to exert personal jurisdiction over a nonresident corporation. Actually, the opinion 

indicates the defendant sought and created a robust relationship with this forum. The defendant 

was a Tennessee corporation, Pelikan-USA, that allegedly duped the plaintiff Illinois fountain 

pen collector into buying a Pelikan brand limited-edition Toledo M900 fountain pen in the belief 

that it would become a rare collectible. Zazove, 326 Ill. App. 3d at 800-01. The pen seller’s 

extensive and purposeful contacts with this forum included (1) distributing its pens to 

approximately 27 authorized retailers in Illinois, (2) selling tens of thousands of Pelikan brand 

writing instruments in Illinois annually, (3) advertising in national periodicals, (4) advertising in 

local periodicals such as Chicago Magazine, (5) sending marketing brochures to Illinois retailers, 

and (6) sending direct mail to prospective buyers in Illinois. Zazove, 326 Ill. App. 3d 805. This is 
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far more contact with Illinois than Retreat Properties would have us believe occurred between 

Pelikan-USA and Illinois. Retreat Properties’ reliance on Zazove is perplexing because the 

record before us does not show a comparable effort by Stangeland or Underwood to purposefully 

direct activities into Illinois. 

¶ 37 Another tort case that Retreat Properties mistakenly relies upon is Dixon v. GAA Classic 

Cars, LLC, 2019 IL App (1st) 182416, which involved a Greensboro, North Carolina car dealer

and potential buyer in Illinois. The seller allegedly maintained a fraudulent website, sent 

fraudulent advertisements, and made fraudulent statements in e-mails and phone conversations 

with an Illinois resident who became interested in a 1973 Ford Bronco that was going up for 

auction on the internet and by telephone. Dixon, 2019 IL App (1st) 182416. The seller’s alleged 

falsehoods about the vehicle’s condition induced the Illinois plaintiff to become the highest 

bidder and have his purchase shipped to Illinois, where he “immediately recognized that [the 

Bronco] had significant problems” which the car dealer had misstated and/or concealed in its 

messages and photos. Dixon, 2019 IL App (1st) 182416, ¶ 6. The case is not analogous and does 

not support Retreat Properties’ argument that its complaint was erroneously dismissed for lack of 

personal jurisdiction. The record does not indicate that Stangeland and Underwood created a 

website and sent advertisements, e-mails, and phone calls into Illinois in order to induce Retreat 

Properties to hire Crystal Springs Builders (and then subsequently send inflated pay 

applications). Similarly, in Kalata v. Healy, 312 Ill. App. 3d 761, 728 (2000), a Californian used 

phone calls and mail into Illinois to induce an investor to form a joint venture. And, Khan v. 

Gramercy Advisors, LLC, 2016 IL App (4th) 150435, is another instance of alleged 

misrepresentations into Illinois to induce investment, this time into tax shelters that were later 
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disallowed by the Internal Revenue Service. 

¶ 38 Nothing comparable to Dixon, Kalata, or Khan occurred here. There are no allegations of 

a website, advertisement, e-mail, mail, or phone call soliciting Retreat Properties to hire Crystal 

Springs Builders or its owners to build a home in Colorado. The record indicate that Retreat 

Properties initiated, negotiated, and entered into a construction contract that was last signed in 

Colorado. The resulting pay applications as the construction project proceeded in Colorado are 

what Retreat Properties is disputing, but those invoices are too attenuated to Illinois and not a 

sufficient basis for Illinois to assert specific personal jurisdiction over the Colorado defendants. 

¶ 39 Retreat Properties’ other citations are also unhelpful. Retreat Properties relies on Wesly v. 

Nat’l Hemophilia Foundation, 2020 IL App (3rd) 170569, ¶ 24, in which a Peoria, Illinois 

physician was the target of an allegedly defamatory website posting and e-mails that were sent 

by a Washington, D.C. physician to a Peoria colleague, a Peoria television station, and others. 

The tort of defamation occurs where the defamatory statements are published. Wesly, 2020 IL 

App (3d) 170569, ¶ 12. 

¶ 40 Given the irrelevance of these Illinois cases, we decline to discuss the federal trial court 

decisions which Retreat Properties has included in its brief, as federal decisions are, at best, 

persuasive authority in this State court. Sears, Roebuck & Co. v. Nat'l Union, 331 Ill. App. 3d 

347, 352 (2002). 

¶ 41 The upshot is that Retreat Properties has failed to sustain its appeal. We find that Retreat 

Properties has not met its burden of showing that Stangeland and Underwood had sufficient 

contacts with Illinois for purposes of specific personal jurisdiction. In addition, because Retreat 

Properties is arguing that Illinois has specific personal jurisdiction, Retreat Properties has the 
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additional burden of demonstrating that its various claims arise out of or relate to Stangeland and 

Underwood’s contacts with Illinois. Since we have found that Stangeland and Underwood did 

not have sufficient contacts with Illinois for purposes of exerting personal jurisdiction, we need 

not analyze whether Retreat Properties’ claims arose out of or were related to Stangeland and 

Underwood’s contacts with Illinois, nor do we need to determine whether it would be reasonable 

to require the defendants to litigate in this forum. Madison Miracle Productions, 2012 IL App 

(1st) 112334, ¶ 98. 

¶ 42 In its reply brief, Retreat Properties argues for the first time that after its relationship with 

Crystal Springs Builders broke down, Stangeland and Underwood satisfied the minimum 

contacts requirement when they “transmitted demand letters with intentionally inaccurate 

statements, including false certifications for payment, directly to Plaintiff in Illinois” and “placed 

numerous phone calls to Plaintiff in Illinois in furtherance of Defendants’ fraudulent and 

inaccurate assertations.” Knaus v. Guidry, 389 Ill. App. 3d 804, 815 (2009) (a party may not 

raise an argument for the first time on appeal). Points that are not argued in the opening brief are 

forfeited and shall not be raised in the reply brief. Ill. S. Ct. R. 341(h)(7) (eff. July 1, 2017);

Robertsson v. Misetic, 2018 IL App (1st) 171674, n.3 (finding forfeiture in part because the 

appellant did not develop an argument until the reply brief). In any event, the argument is 

unpersuasive because Retreat Properties fails to cite any authority in which efforts at dispute 

resolution were relevant in a minimum contacts analysis about the dispute. 

¶ 43 We conclude that Retreat Properties has not shown that the Colorado construction project 

invoices that Retreat Properties wants to litigate are a proper basis for Illinois to exert specific 

personal jurisdiction over the Colorado defendants. Defendants Stangeland and Underwood do 
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not have sufficient minimum contacts with Illinois for the purposes of asserting personal 

jurisdiction against them. 

¶ 44 Furthermore, we hold that the issue of specific personal jurisdiction is dispositive of the 

appeal and that we need not reach Retreat Properties’ other arguments that venue and forum non 

conveniens are grounds for reversal. 

¶ 45 The circuit court’s dismissal of the complaint is affirmed. 

¶ 46 Affirmed.