IN THE UNITED STATES DISTRICT COURT

FOR THE WESTERN DISTRICT OF TEXAS

AUSTIN DIVISION

VITORIA TELECOM, LLC §

§

V. § A-20-CV-279-LY

§

MET ONE LLC, MERCHANT EQUITY §

TELECOM, LLC and FAISAL HAMDARD §

REPORT AND RECOMMENDATION

OF THE UNITED STATES MAGISTRATE JUDGE

TO: THE HONORABLE LEE YEAKEL

UNITED STATES DISTRICT JUDGE

Before the Court is Defendants’ Motion to Dismiss for Lack of Personal Jurisdiction,

Improper Venue, and Failure to State a Claim, and in the Alternative, Motion to Transfer Venue 

(Dkt. No. 14); Plaintiff’s Response (Dkt. No. 22); Defendants’ Reply (Dkt. No. 24); and Plaintiff’s

Surreply (Dkt. No. 30). The District Court referred the motion to the undersigned Magistrate Judge

for a report and recommendation pursuant to 28 U.S.C. §636(b) and Rule 1(c) of Appendix C of the

Local Court Rules. 

I. FACTUAL BACKGROUND

This suit concerns a dispute over competing claims for control over a limited liability

company, Braz Towers, LLC. Dkt. No. 1 at ¶ 2. Braz Towers was formed in October 2012 to serve

as the holding companyfor a Brazilian entity named Telecom Torres Para Celulares LTDA. Telecom

Torres acquires, owns, and operates cell phone towers in Brazil. Id. at ¶ 10. In 2014, Braz Towers

borrowed approximately $2.4 million from a group of seven individuals. One of the lenders, Robert

DeLillo, lived in Texas, while the remainder of the individual lenders were residents of Colorado,

New Jersey, and Florida. Dkt. No. 14-4. 

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Each lender entered into a separate Secured Note Purchase Agreement. Dkt. Nos. 14-2 and

14-3. Braz Towers’s two owner-members, Defendants MET One, LLC, and Merchant Equity

Telecom, LLC, pledged their membership interests in Braz Towers as collateral for the notes. Dkt.

No. 1 at ¶ 11; Dkt. No. 14-4. All of the loan documents were prepared by a Florida law firm at the

request of Jeffrey Gwin, who was a Florida resident and the manager of Braz Towers at the time of

the loans. Dkt. No. 14 at 2. Once they signed them, each note holder returned the executed loan

documents to Gwin or the Florida law firm, and each wired the amount they agreed to finance to

Braz Towers’ bank account in Florida. Dkt. Nos. 14-2, 14-3, and 14-4. 

On May 5, 2018, Faisal Hamdard became manager of MET One, Braz Towers, and various

related entities. Hamdard lives and works in New York. Dkt. No. 14-1. On May 7, 2018, Braz

Towers, MET One, Merchant Equity and the original note holders entered into a series of agreements

that amended the notes and extended their maturity dates. Dkt. No. 14-6. Thereafter, Merchant

Equity conveyed its interest in Braz Towers to MET One, making MET One the sole owner and

member of Braz Towers. Merchant Equity was then administratively dissolved by the Florida

Department of State. Dkt. Nos. 14-1 and 14-8. It is an inactive corporation, and as such remains a

citizen of Florida. Dkt. No. 14-9. Then, in August 2019, one of the New Jersey-based lenders

assigned all of his rights in his notes to Plaintiff Vitoria Telecom, LLC. Dkt. No. 14-5. Vitoria is a

Delaware limited liability companywith its principal place of business in Travis County, Texas. Dkt.

No. 1 at ¶ 2. Vitoria alleges it is now the holder of two notes in the aggregate principal amount of

$600,000. Dkt. No. 1 at ¶ 13; Dkt. No. 14-3 and 14-5. 

In this suit, Vitoria asserts that Braz Towers defaulted on the notes on January 29, 2020, and

as a result, each of the lenders became automatically entitled to exercise the voting rights of 100%

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of the membership interests of Braz Towers, as provided by the loan documents. Vitoria asserts that

following Braz Towers’ default it was appointed to serve as a Collateral Agent, charged with

collecting the amounts due to all lenders, and with adopting a new operating agreement for Braz

Towers, removing the current management, and taking over the management of the company. As a

result, Vitoria’s Austin, Texas, counsel demanded that Defendants cease and desist management of

BrazTowers, turn over its books and records, and provide other information concerning the accounts

or property of Braz Towers. In this suit Vitoria requests a declaration that it has the authority to

control Braz Towers, and also alleges a claim for breach of contract. It further requests preliminary

and permanent injunctions.

Noting that MET One is a Florida limited liability company with headquarters in New York

City, Hamdard, is a New York resident with a registered agent in Miami, Florida, and Merchant

Equity is an inactive Florida limited liability company, the Defendants move to dismiss pursuant to

Federal Rule of Civil Procedure 12(b) for lack of personal jurisdiction, improper venue, and failure

to state a claim. Alternatively, they move to transfer the case to Miami, Florida. Vitoria opposes the

motion, and asserts that jurisdiction and venue are proper in Austin, Texas. 

II. ANALYSIS

Defendants argue that the Court lacks specific jurisdiction over them because: (1) the loan

documents state that any disputes relating to the loans are governed by Florida law; (2) the parties

explicitly agreed to submit to jurisdiction in Florida; and (3) they do not have the required minimum

contacts with Texas, and the fact that Vitoria and Robert DeLillo, one of the note holders, are based

in Texas is merely fortuitous. In response, Vitoria argues that the Defendants’ interactions with

DeLillo and Vitoria in Texas are sufficient to support personal jurisdiction over each of them here.

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Federal Rule of Civil Procedure 12(b)(2) requires a court to dismiss a claim if the court does

not have personal jurisdiction over the defendant. The plaintiff has the burden of establishing

jurisdiction. Patterson v. Aker Sols. Inc., 826 F.3d 231, 233 (5th Cir. 2016). If, as here, the court

rules on personal jurisdiction without conducting an evidentiary hearing, the plaintiff need only

establish a prima facie case of personal jurisdiction. Id. “Proof by a preponderance of the evidence

is not required.” Halliburton Energy Servs., Inc. v. Ironshore Specialty Ins. Co., 921 F.3d 522, 539

(5th Cir. 2019) (quoting Johnson v. Multidata Sys. Int'l Corp. 523 F.3d 602, 609 (5th Cir. 2008)).

In determining whether the plaintiff has presented a prima facie case of personal jurisdiction, the

court “must accept the plaintiff’s uncontroverted allegations, and resolve in his favor all conflicts

between the facts contained in the parties’ affidavits and other documentation.” Patterson, 826 F.3d

at 233.

A federal court sitting in diversity may exercise personal jurisdiction over a non-resident

defendant if the state’s long-arm statute permits an exercise of jurisdiction over that defendant and

an exercise of jurisdiction would comport with the requirements of the Due Process Clause of the

Fourteenth Amendment. Sangha v. Navig8 ShipManagement Private Ltd., 882 F.3d 96, 101 (5th Cir.

2018); McFadin v. Gerber, 587 F.3d 753, 759 (5th Cir. 2009). Because the requirements of the

Texas long-arm statute are coextensive with the demands of the Due Process Clause, the sole inquiry

is whether this court’s exercise of personal jurisdiction over the defendant would be consistent with

due process. Sangha, 882 F.3d at 101. This requires a plaintiff to show: (1) the defendant

purposefully availed himself of the benefits and protections of the forum state by establishing

“minimum contacts” with the forum state, and (2) the exercise of personal jurisdiction over that

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defendant does not offend traditional notions of “fair play and substantial justice.” Int’l Shoe Co. v.

Wash., 326 U.S. 310, 316 (1945).

A defendant’s “minimum contacts” may give rise to either specific or general personal

jurisdiction, depending on the nature of the suit and the defendant’s relationship to the forum state.

Sangha, 882 F.3d at 101. For minimum contacts to exist, “a defendant must have purposefully

availed himself of the benefits and protections of the forum state such that he should reasonably

anticipate being haled into court there.” Carmona v. Leo Ship Mgmt., Inc., 924 F.3d 190, 193 (5th

Cir. 2019) (citation omitted) (quoting Burger King Corp. v. Rudzewicz, 471 U.S. 462, 474-75

(1985)). “That requirement is the ‘constitutional touchstone’ of personal jurisdiction. It ‘ensures that

a defendant will not be haled into a jurisdiction solely as a result of random, fortuitous, or attenuated

contacts, or of the unilateral activity of another party or a third person.’” Id. at 193-94.

As noted, though there are two type of jurisdiction that may be established through the

“minimum contacts” analysis—specific and general—Vitoria only relies on specific jurisdiction in

its argument, and the Court therefore need only address that issue. “In contrast to general,

all-purpose jurisdiction, specific jurisdiction is confined to adjudication of ‘issues deriving from, or

connected with, the very controversy that establishes jurisdiction.’” Goodyear Dunlop Tires Ops.,

S.A. v Brown, 564 U.S. 915, 919 (2011) (citation omitted). The Fifth Circuit uses a three-step

analysis to determine whether specific jurisdiction exists:

(1) whether the defendant has minimum contacts with the forum state, i.e., whether

it purposelydirected its activities toward the forum state or purposefullyavailed itself

of the privileges of conducting activities there; (2) whether the plaintiff’s cause of

action arises out of or results from the defendant’s forum related contacts; and

(3) whether the exercise of personal jurisdiction is fair and reasonable.

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Monkton Ins. Servs. v. Ritter, 768 F.3d 429, 433 (5th Cir. 2014). The plaintiff bears the burden of

satisfying the first two prongs; if the plaintiff is successful, the burden shifts to the defendant to show

that exercising jurisdiction would be unfair or unreasonable. Seiferth v. Helicopteros Atuneros, Inc.,

472 F.3d 266, 271 (5th Cir. 2006).

The main question is “whether there was ‘some act by which the defendant purposefully

avail[ed] [himself] of the privilege of conducting activities within the forum State, thus invoking the

benefits and protections of its laws.’” Goodyear, 564 U.S. at 924. “For a State to exercise

jurisdiction consistent with due process, the defendant’s suit-related conduct must create a

substantial connection with the forum State.” Walden v. Fiore, 571 U.S. 277, 284 (2014).

Importantly, the plaintiff cannot supply “the only link between the defendant and the forum. Rather,

jurisdiction is proper only where the defendant himself made deliberate contact with the forum.”

Carmona, 924 F.3d at 193 (emphasis added). In a breach of contract case, to determine whether a

court has personal jurisdiction over a non-resident defendant, the Fifth Circuit looks to factors such

as the place of contracting, the place of performance, and the law governing the contract. Jones v.

Petty-Ray Geophysical Geosource, Inc., 954 F.2d 1061, 1069 (5th Cir. 1992). A court should use

a “highly realistic approach” and take into account “prior negotiations and contemplated future

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

determine whether “the defendant purposefullyestablished minimum contacts” with the forum state. 

Jones v. Artists Rights Enf't Corp., 789 F. App’x. at 423, 426 (5th Cir. 2019). See also, Pervasive

Software Inc. v. Lexware GmbH & Co. KG, 688 F.3d 214, 223 (5th Cir. 2012). 

Vitoria relies on the following contacts with Texas to establish jurisdiction over the

Defendants: (1) their initial contacts with the individual note holder DeLillo, who was in Texas, in

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soliciting his loan to Braz Towers; (2) Defendant Hamdard’s solicitation of an extension of the loan

agreement while he knew DeLillo resided in Texas; and (3) Vitoria’s location in Texas, and, as a

collateral agent of the note holders, the fact that it had contacts with Defendants in that capacity,

which originated from Texas. The Court will analyze each of these arguments separately.

A. MET One and Merchant Equity Telecom

First, Vitoria relies on MET One’s and Merchant Equity Telecom’s contacts with DeLillo,

a Texas resident, when they solicited his loan. To facilitate the financing of Braz Towers, Met One

and Merchant Equity solicited the investment of approximately $2.4 million from a group of

individual investor-lenders in 2014. The prospective lenders were based in various states. Dkt. No.

6-1 ¶ 5; Dkt. No. 22-1 ¶¶ 3-6. One of the individual lenders was Dr. Delillo, who was a Texas

resident. Dkt. No. 22-1 ¶¶ 3-6. In the course of recruiting Dr. DeLillo, Jeff Gwin (who died in 2015),

then the manager of both MET One and Merchant Equity, had several discussions with Dr. DeLillo

over the phone, by email, and in person. Id. ¶¶ 3-8. At the time of all of the discussions, Dr. DeLillo

was in Texas. Id. ¶ 5. For some of the discussions, Mr. Gwin visited Dr. DeLillo at his home in

Texas to discuss the investment in Braz Towers. Id.

Defendants assert that this is not enough to cause them to have anticipated being subject to

suit in Texas. In support of this, they point out that: (1) the loan documents, including the Notes,

Membership Interest Pledge Agreement, and Settlement Agreement are all governed by Florida law;

(2) in those same agreements, all parties agreed to submit to the jurisdiction of Florida courts; and

(3) DeLillo is only one of seven lenders, and the only one of the group who resides in Texas. The

Defendants otherwise have no relationship with Texas. Additionally, Defendants point out that

DeLillo is not a party to this action and that Vitoria is not an original note holder, but only became

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a note holder by assignment. Vitoria responds that Defendants purposely availed themselves of the

privileges of doing business in Texas by their email communications, phone solicitations, and

Gwin’s in-person visits to DeLillo in Texas. Dkt. No. 22 at 7. 

“Merelycontractingwith a resident of the forum state does not establish minimum contacts.”

Latshaw v. Johnston, 167 F.3d 208, 211 (5th Cir. 1999); see also McFadin, 587 F.3d at 760

(“Jurisdiction must not be based on the fortuity of one party residing in the forum state.”). For the

same reason, the Fifth Circuit has held that the communications relating to the performance of a

contract are not themselves sufficient to establish minimum contacts. Id.; see also Freudensprung

v. Offshore Tech. Servs., Inc., 379 F.3d 327, 344-45 (5th Cir. 2004). In Freudensprung, the plaintiff

submitted evidence that an out-of-state defendant contracted with a party residing in the forum state,

“initiated and contemplated a long-term business relationship” with the party located in the forum,

communicated with that party “concerning the development and execution of the contract,” and

wired money to the party located in the forum state. 379 F.3d at 345. The Fifth Circuit held that

these contacts were insufficient to confer specific jurisdiction, stating that it has

repeatedly held that the combination of mailing payments to the forum state,

engaging in communications related to the execution and performance of[a] contract,

and the existence of a contract between the non-resident defendant and a resident of

the forum are insufficient to establish the minimum contacts necessary to support

exercise of specific jurisdiction over the non-resident defendant.

Id. at 344-45. Analogously, the fact that a representative of MET One and Merchant Equity

solicited, emailed, telephoned, and eventually contracted with DeLillo while he was in Texas is not

enough to establish jurisdiction over those entities in Texas. 

Vitoria argues that the fact that Gwin, who has since passed away, visited DeLillo in Texas

in order to solicit a loan to Braz Towers should make a difference here. Dkt. No. 22-1. The Fifth

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Circuit has noted that a “single purposeful contact may confer jurisdiction.” Luv n' care, Ltd. v.

Insta-Mix, Inc., 438 F.3d 465, 470 n.3 (5th Cir. 2006); see also Wien Air Alaska, Inc. v. Brandt, 195

F.3d 208, 211 (5th Cir. 1999). But a defendant’s contacts with a forum state will not result in specific

jurisdiction if such contacts are “random, fortuitous, or attenuated.”BurgerKingCorp. v. Rudzewicz,

471 U.S. 462, 480 (1985). While a physical trip to Texas to negotiate agreements is relevant to the

personal jurisdiction analysis, it is not by itself enough to settle the issue. While such a visit could

be an important factor in the analysis, its significance may be diminished by other facts, such as, for

example, whether the ultimate agreement that grows out of the visit contains a choice of law clause

specifying that it be construed according to the laws of a different state. Hydrokinetics, Inc. v.

Alaska Mechanical, Inc., 700 F.2d 1026, 1029 (5th Cir. 1983). 

That is the situation here. The contracts with DeLillo specify the law of Florida as the choice

of law and contain his agreement to submit to jurisdiction in Florida. Dkt. Nos. 14-2, 14-3, 14-4, and

14-6. Moreover, DeLillo was only one of several investors, and all of the others were located in

states other than Texas. Indeed, it is fair to say that the fact that he was located in Texas was

irrelevant to the terms of the contract itself. While loan payments were to be made to DeLillo in

Texas, the evidence is that no payments were actuallymade. Dkt. No. 22-1 ¶ 7. Additionally, courts

have noted that the place of payment is not determinative in the jurisdictional analysis. This case is

like Holt Oil & Gas v. Harvey, 801 F.2d 773 (5th Cir. 1986), where the Fifth Circuit held that the

defendant’s communications directed to the forum state did not constitute purposeful availment

because these communications “rested on nothing but ‘the mere fortuity that [the plaintiff] happens

to be a resident of the forum.’” Id. at 778 (quoting Patterson v. Dietze, Inc., 764 F.2d 1145, 1147

(5th Cir. 1985) ). 

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Cases from this District have held that travel to Texas in order to negotiate an agreement is

insufficient to establish personal jurisdiction over a defendant. See Gross v. PowerBlock, Inc., 2019

WL 1313472, at *3 (W.D. Tex. Jan. 11, 2019), report and recommendation adopted, 2019 WL

1313452 (W.D. Tex. Jan. 31, 2019); Dell Marketing, L.P. v. Incompass IT, Inc., 771 F. Supp. 2d

648, 655 (W.D. Tex. 2011) (concluding that allegations of the defendant’s travel to Texas to

negotiate two agreements and failure to abide by one ofthe agreements that gave rise to the plaintiff's

claims were insufficient to establish personal jurisdiction). More importantly, the Fifth Circuit case

law is consistent on this issue. See Marathon Oil Co. v. A.G. Ruhrgas, 182 F.3d 291, 295 (5th Cir.

1999) (“Its mere presence at the three meetings in Houston, together with the noted correspondence

and phone calls, is not sufficient to establish the requisite minimum contacts because the record is

devoid of evidence that Ruhrgas made false statements at the meetings or that the alleged tortious

conduct was aimed at activities in Texas.”); Hydrokinetics, 700 F.2d at 1029; Moncrief Oil Int'l Inc.

v. OAO Gazprom, 481 F.3d 309, 313 (5th Cir. 2007).

Vitoria makes much of the fact that this was a loan transaction, and as such the payments

were to be made to DeLillo in Texas “at his home address” and to his Texas bank account. But it has

pointed to no controlling precedent that differentiates a loan agreement from any other type of

contract. The Court is unconvinced by the argument and the out of circuit cases they cite. Indeed,

as noted above, in Freudensprung, the Circuit held that mailing payments to the forum state,

combined with contracting with a resident of the forum, was not sufficient to establish jurisdiction

over the defendant in the forum. 379 F.3d 3at 344-45; see also Stuart v. Spademan, 772 F.2d 1185,

1194 (5th Cir. 1985) (“The random use of interstate commerce to negotiate and close a particular

contract . . . and the mailing of payments to the forum do not constitute the minimum contacts

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necessary to constitutionally exercise jurisdiction over Spademan.”). Thus, the Court finds that the

various contacts with DeLillo are insufficient to establish specific jurisdiction. 

B. Hamdard 

Vitoria also relies on Hamdard’s contacts with DeLillo as a basis of specific jurisdiction.

Vitoria states that “at the time Defendant Hamdard solicited the investors’ extensions of their loans,

he was fully aware of the contractual duties [to make payments and send notices] to Dr. DeLillo in

Texas.” Dkt. No. 22 at 8. The Court finds that Hamdard’s contacts with DeLillo are insufficient to

establish specific jurisdiction over him or the other Defendants. 

A defendant’s conduct creates a sufficient relationship with the forum state onlyif the actions

arise out of “contacts that the ‘defendant himself’ creates with the forum State.” Walden, 134 S.Ct.

at 1122 (quoting Burger King, 471 U.S. at 475). The limits of jurisdiction “principally protect the

liberty of the nonresident defendant—not the convenience of the plaintiffs or third parties.” Id.

(citing World–Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 291-92 (1980)). The Supreme

Court has “consistently rejected attempts to satisfy the defendant-focused ‘minimum contacts’

inquiry by demonstrating contacts between the plaintiff (or third parties) and the forum State.” Id.

(citing Helicopteros Nacionales de Colombia, S.A. v. Hall, 466 U.S. 408, 417 (1984)). Hamdard

lives and works in New York. The sole Texas-related fact that Vitoria points to for its argument

regarding Hamdard is the fact that he communicated with DeLillo (and all of the other note holders)

to seek an extension of the loan agreement, and that, with regard to DeLillo, this happened when

DeLillo was located in Texas. This, however, is a classic example of a “fortuitous” contact with the

forum state, and an insufficient basis for personal jurisdiction. MET One and Merchant Equity had

many more contacts with DeLillo while he was in Texas, yet those were insufficient to establish

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jurisdiction, so the more limited contacts Hamdard had with DeLillo are clearly not enough to

establish the minimum contacts with Texas necessary for the Court to exercise jurisdiction over

Hamdard.

C. Vitoria’s Role as Collateral Agent

Lastly, Vitoria argues that Defendants have minimum contacts with Texas because it is

DeLillo and the other investors’ collateral agent, and as such is charged with collecting the amounts

due to each lender. As noted, Vitoria is located in Texas. Vitoria is also a note holder, as one of the

original holders (Jerome D. Goodman, a New Jersey resident), assigned his note to it. 

One of the fundamental jurisdictional principles the Supreme Court has established is that

the “unilateral activity of another party or a third person is not an appropriate consideration when

determining whether a defendant has sufficient contacts with a forum State to justify an assertion of

jurisdiction.” Walden, 134 S.Ct. at 1122. “Put simply, however significant the plaintiff’s contacts

with the forum may be, those contacts cannot be ‘decisive in determining whether the defendant’s

due process rights are violated.’” Id. (quoting Rush v. Savchuk, 444 U.S. 320, 332 (1980)).

Accordingly, the Defendants’ contacts with Texas cannot be established through the fact that Vitoria,

which assumed the note of a New Jersey note holder, and which serves as all the note holders’

collateral agent, happens to be based in Austin, Texas. “[I]t is the defendant’s conduct that must form

the necessaryconnection with the forum State that is the basis for its jurisdiction over him.” Id. “Due

process requires that a defendant be haled into court in a forum State based on his own affiliation

with the State, not based on the random, fortuitous, or attenuated contacts he makes by interacting

with other persons affiliated with the State.” Id.

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None of the Defendants or their representatives initiated contact with Vitoria or solicited its

assumption of the transferred notes. Defendants had no control over who assumed or purchased

Goodman’s notes or who assumed the role of the other note holder’s agent. Thus, their

communications with Vitoria, as the owner of a note or the note holders’ agent, cannot constitute

purposeful availment of the benefits and protections of Texas law. Vitoria’s contacts with the

Defendants does not add to the jurisdictional analysis. 

E. Conclusion

Because none of the Defendants have purposely directed their activities at Texas, the Court

finds it does not have specific jurisdiction over them.1

F. Request for Jurisdictional Discovery

As an alternative to its response, Vitoria asserts that if the Court does not find that

jurisdiction exists, it should permit Vitoria to conduct jurisdictional discovery. A district court has

broad discretion regarding whether to permit a party to conduct jurisdictional discovery. Wyatt v.

Kaplan, 686 F.2d 276, 283-84 (5th Cir. 1982). To be entitled to discovery, the party seeking

discoverymust make a “preliminaryshowing of jurisdiction.” Fielding v. Hubert Burda Media, Inc.,

415 F.3d 419, 429 (5th Cir. 2005). “[D]iscovery on matters of personal jurisdiction need not be

permitted unless the motion to dismiss raises issues of fact. . . .When the lack of personal jurisdiction

is clear, discovery would serve no purpose and should not be permitted.” Kelly v. Syria Shell

1 For specific jurisdiction to exist, in addition to the defendant having “purposefully directed

its activities at the forum state,” the litigation must also “result[ ] from alleged injuries that arise out

of or relate to those activities.” Walk Haydel & Assocs., Inc. v. Coastal Power Prod. Co., 517 F.3d

235, 243 (5th Cir. 2008) (internal quotation marks omitted). Given the finding that the Defendants

did not purposefully direct activities at Texas, the Court need not consider whether Vitoria’s injuries

arose out of the Defendant’s Texas-based activities. Similarly, it also need not address whether the

assertion of jurisdiction comports with due process. See Monkton, 768 F.3d at 433.

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Petroleum Dev. B.V., 213 F.3d 841, 855 (5th Cir. 2000) (internal punctuation and citation omitted).

“A plaintiff seeking discovery on matters of personal jurisdiction is expected to identify the

discovery needed, the facts expected to be obtained thereby, and how such information would

support personal jurisdiction.” Mello Hielo Ice, Ltd. v. Ice Cold Vending LLC, 2012 WL 104980, at

*7 (N.D. Tex. Jan. 11, 2012). A court can deny leave to conduct jurisdictional discovery when the

movant fails to specify the facts he believes discovery would uncover and how these facts would

support personal jurisdiction. See id.; see also King v. Hawgwild Air, LLC, 2008 WL 2620099, at

*8 (N.D. Tex. June 27, 2008).

Vitoria asserts that it should be entitled to jurisdictional discovery because Hamdard’s

Declaration states that he has been the manger of Braz Towers and MET One since May 2018, but

does not say he was the manager of Merchant Equity. Vitoria asserts that his claim to be the manager

of Merchant Equity in the settlement agreement may have thus been fraudulent, which could give

rise to a cause of action for fraud, and specific personal jurisdiction over him. Dkt. No. 22 at 11.

This, however, appears to be a red herring. Whether or not Hamdard was the manager of Merchant

Equity at the time he signed the Settlement Agreement is irrelevant since it is undisputed that

Merchant Equity conveyed all its interest in Braz Towers to MET One, and Merchant Equity was

administratively dissolved by the Florida Department of State on September 28, 2018. It is

undisputed that MET One is the sole member and 100% owner of Braz Towers. Discovery into this

issue would serve no purpose. 

Because Vitoria Telecom has failed to make a prima facie showing of jurisdiction over

Defendants, and for the reasons just stated, the request for jurisdictional discovery should be denied. 

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III. RECOMMENDATION

Based upon the foregoing, the undersigned RECOMMENDS that the District Court

GRANT Defendants’ Motion to Dismiss for Lack of Personal Jurisdiction, Improper Venue, and

Failure to State a Claim (Dkt. No. 14) and DISMISS this case WITHOUT PREJUDICE for lack

of jurisdiction. The Court FURTHER RECOMMENDS that anyother pendingmotions or requests

for relief be DISMISSED as MOOT. 

IV. WARNINGS

The parties mayfile objections to this Report and Recommendation. Apartyfiling objections

must specifically identify those findings or recommendations to which objections are being made.

The District Court need not consider frivolous, conclusive, or general objections. See Battle v.

United States Parole Comm'n, 834 F.2d 419, 421 (5th Cir. 1987). A party’s failure to file written

objections to the proposed findings and recommendations contained in this Report within fourteen

(14) days after the party is served with a copy of the Report shall bar that party from de novo review

by the District Court of the proposed findings and recommendations in the Report and, except upon

grounds of plain error, shall bar the party from appellate review of unobjected-to proposed factual

findings and legal conclusions accepted by the District Court. See 28 U.S.C. § 636(b)(1)(c); Thomas

v. Arn, 474 U.S. 140, 150-53 (1985); Douglass v. United Servs. Auto. Ass’n, 79 F.3d 1415, 1428-29

(5th Cir. 1996) (en banc).

SIGNED this 22nd day of December, 2020.

_____________________________________

ANDREW W. AUSTIN

UNITED STATES MAGISTRATE JUDGE

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