State v. Miller, No. 689-11-16 Wncv (Teachout, J., Aug. 30, 2018). 

[The text of this Vermont trial court opinion is unofficial. It has been reformatted from the original. The accuracy of the text and the 

accompanying data included in the Vermont trial court opinion database is not guaranteed.]

STATE OF VERMONT

SUPERIOR COURT CIVIL DIVISION

Washington Unit Docket # 689-11-16 Wncv

STATE OF VERMONT

Plaintiff

v.

ADRIAN MILLER et al.

Defendants

DECISION

Motion to Dismiss filed November 30, 2016 (Personal Jurisdiction)

In this suit, the State claims that Adrian Miller and three corporate entities, Travel 

Supplier of America Inc. (TSA), Start 2 Finish Travel Management Inc. (S2F), and Universal 

Concepts Inc. (Universal), violated Vermont’s Consumer Protection Act in the course of selling 

travel club memberships in Vermont in the fall of 2013. Mr. Miller, S2F, and Universal 

responded to the complaint by filing a motion to dismiss for lack of specific personal 

jurisdiction. They assert that it was only TSA that sold memberships in Vermont and that they 

had no contacts with Vermont but were always located in Texas and merely provided “back 

office” services to TSA. The State opposed dismissal, essentially asserting that Mr. Miller, S2F, 

and Universal were all part of the TSA operation.

The court provided for discovery on the jurisdictional issue and held an evidentiary 

hearing on jurisdiction on August 7, 2018. The State was represented by James Layman, Esq. 

Mr. Miller, S2F, and Universal were represented by David Bond, Esq. Daniel Richardson, Esq., 

was present on behalf of TSA, which has not sought dismissal on personal jurisdiction grounds, 

nor opposed the other defendants’ motion.

Findings of Fact

Based on the evidence, the court makes the following findings of fact:

Adrian Miller, a resident of Texas, is the sole owner of Viva Vacations, which is the sole 

owner of the two corporate entities challenging jurisdiction: S2F and Universal. S2F was 

incorporated in 2009. It is no longer in business but at one point had 12–15 employees and 

between 10–20 clients. Its activities are described below. Universal has no independent staff and 

is the corporate entity that owns a credit card processing machine used by S2F.

TSA is a company that was, during 2013, in the business of selling memberships in 

discount travel clubs in several states. In the fall of 2013, TSA came to Vermont and rented 

hotel rooms to make presentations and sell travel club memberships. The State has sued TSA, 
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but in addition has sued Adrian Miller, S2F, and Universal for various violations of Vermont’s 

Consumer Protection Act. The State alleges that they were involved in TSA’s business in 

Vermont. Mr. Miller, S2F, and Universal claim that they were not involved in TSA’s business 

activities in Vermont, but merely provided contracted bookkeeping and other office services

from Texas.

The evidence shows that Adrian Miller, S2F, and Universal were actually involved in the 

day-to-day operations of TSA’s effort to sell memberships in Vermont. Adrian Miller had given 

TSA authority to use his personal credit card for the booking in Vermont of hotels to rent 

presentation space and for lodging for employees while in Vermont. His card was used for this 

purpose several times in October and on November 5th of 2013. In exchange, he received the 

benefit of the miles that accrued from such use of the card. 

At one of the hotel presentations in Vermont, it was discovered that someone from the 

Vermont Attorney General’s office was in the lobby. Adrian Miller personally made the 

decision to withdraw from engaging in any further business in Vermont. This demonstrates the 

level of his authority with respect to where TSA did business, including whether or not to do

business in Vermont. 

S2F had a Bank of America bank account that was used to book and pay for lodging in 

Vermont during that same TSA selling period in Vermont. An S2F checkcard was used to pay 

for bookings on behalf of TSA. Neither Adrian Miller nor S2F ever billed TSA directly with an 

itemized bill for the amounts charged against either the Miller credit card or the S2F account. 

Rather, under the business model between S2F and TSA, when customers purchased a 

travel club membership with a credit card, S2F collected the funds using a credit card processing 

machine owned by Universal, which had no employees or staff of its own and no other activities. 

When customers paid by check, S2F collected the funds and placed them in an account it 

managed for TSA. S2F then used those funds to pay bills for TSA such as for promotional 

materials. It also kept for itself, from those funds, fees attributable to management, accounting, 

and merchant services. It did in fact do all S2F’s bookkeeping and other financial services, 

including challenging credit card chargeback requests and preparing financial statements. 

However, it did not generate bills to TSA for this work. Rather, its fee was 2% of sales: it 

simply kept 2% of sales for itself and paid the net over to TSA. In addition, it covered debts and 

expenses of TSA, thereby extending it credit to further its business. This is explicit in an email 

authored by Adrian Miller, which also addresses issues of product improvement. 

This is not a typical situation in which TSA operated and managed its own business and 

contracted for, was billed for, and paid for bookkeeping and accounting services. Rather, S2F 

was responsible for significant financial transactions on behalf of TSA without ever billing TSA. 

It processed and held all of customer sales funds and exercised discretion over the use of Adrian 

Miller’s and S2F’s credit sources to pay expenses. Adrian Miller and S2F sought to advance 

TSA’s business by extending credit to it, and Adrian Miller exercised decisionmaking over 

where TSA held events to sell memberships. S2F’s “fee” was a percentage of sales. All of these 

practices reflect an enmeshed business relationship in which Adrian Miller, S2F, and Universal

were all engaged in promoting and working with TSA in the nature of a joint venture to generate 
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business profits for the benefit of all. In the fall of 2013, they did this in Vermont.

Conclusions of Law

The Vermont Supreme has described the basic personal jurisdiction inquiry as follows.

A state court may assert [specific personal] jurisdiction and comport with due 

process where a nonresident defendant has “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.’” The critical consideration in 

determining if defendants’ activities satisfy the minimum contacts requirement is 

whether “the defendant’s conduct and connection with the forum State are such 

that [the defendant] should reasonably anticipate being haled into court there.” 

This reasonableness requirement is met when the defendant purposefully directs 

activity toward residents of a forum state and the litigation arises out of, or relates 

to, that activity. The reasonableness requirement also prevents a defendant from 

being subjected to jurisdiction on the basis of fortuitous, attenuated, or random 

contacts.

Dall v. Kaylor, 163 Vt. 274, 275–76 (1995) (citations omitted). “‘The limits imposed on state 

jurisdiction by the Due Process Clause . . . have been substantially relaxed over the years’—a 

‘trend’ that is ‘largely attributable to a fundamental transformation in the American economy’ 

resulting from an ever-increasing nationalization of commerce.” State v. Atl. Richfield Co., 2016 

VT 22, ¶ 13, 201 Vt. 342 (quoting World–Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 

292–93 (1980)). Because the matter was addressed on the merits at an evidentiary hearing 

following targeted discovery, the burden of proving personal jurisdiction by a preponderance of 

the evidence is on the State. See 4 Wright & Miller et al., Federal Practice & Procedure: Civil 

4th § 1067.6 n.4.

Mr. Miller, S2F, and Universal characterize themselves as merely providing “back 

office” services to an unrelated and independent corporation, TSA. TSA, they suggest, is 

uniquely responsible for any contacts with Vermont, not them. This characterization of the 

business relationships among these actors does not have credible evidentiary support. Instead, 

the facts are clear that Mr. Miller controlled S2F and Universal and exerted significant control 

over TSA and its functioning, including where and how it did business and the extent to which it 

was supported by the extension of credit. When it became clear that the Vermont Attorney 

General’s Office was interested in TSA’s activities in Vermont, it was Mr. Miller personally who 

decided that TSA would abandon the Vermont marketplace. 

There was no evident separateness or observance of corporate formalities between TSA 

and Mr. Miller and the other entities. There is no meaningful evidence of any contract with TSA 

for services. TSA freely used Mr. Miller’s personal and corporate financial accounts. There 

were no bills sent to TSA for services rendered or commissions earned. Mr. Miller, personally

and through S2F and Universal, functionally controlled TSA. Mr. Miller, S2F, and Universal 

reasonably should have anticipated being haled into court in Vermont based on the sale of travel 

memberships in Vermont by, nominally, TSA. TSA, at most, was acting as one of the 
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“departments” of Mr. Miller’s larger travel membership enterprise. 4A Wright & Miller et al., 

Federal Practice & Procedure: Civil 4th § 1069.4. That these defendants might be held 

accountable by the State in an action brought pursuant to the Vermont Consumer Protection Act 

in Vermont should have come as no surprise. The minimum contacts standard is satisfied, and 

no defendant argues that personal jurisdiction in Vermont is unfair for other reasons.

Based on the evidence presented, this court has personal jurisdiction over Defendants 

Adrian Miller, S2F, and Universal for purposes of the subject matter of this case.

ORDER

For the foregoing reasons, Defendants’ Motion to Dismiss is denied. 

The attorneys shall submit a stipulated proposed pretrial scheduling order by September 

21, 2018.

Dated at Montpelier, Vermont this ____ day of August 2018.

_____________________________

Mary Miles Teachout

Superior Judge