1

According to Complaint, MAHS is a law firm doing business as Legal Helpers but uses

its firm name in states that do not allow trade names. Accordingly, for simplicity, the analysis

will refer to Legal Helpers as the relevant entity.

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF COLORADO

Honorable Marcia S. Krieger

Civil Action No. 11-cv-02497-MSK-KMT

SARA MOBLEY,

Plaintiff,

v.

LEGAL HELPERS DEBT RESOLUTION, LLC;

MACEY, ALEMAN, HYSLIP & SEARNS; and

JEFFREY HYSLIP,

Defendants.

OPINION AND ORDER DENYING MOTION TO DISMISS AND MOTION FOR

CHANGE OF VENUE

THIS MATTER comes before the Court on the Defendants’ Motion to Dismiss (#7), to

which the Plaintiff Sara Mobley responded (#9), and Defendants replied (#10) and the

Defendants’ Amended Supplemental Motion for Change of Venue Pursuant to 28 U.S.C. §

1404(a) (#14), to which Ms. Mobley responded (#21), and the Defendants replied (#22). Having

considered the same, the Court FINDS and CONCLUDES the following. 

I. Background

The claims in this matter arise out of Ms. Mobley’s work with the Defendants Legal

Helpers Debt Resolution, LLC (“Legal Helpers”) and Macey, Aleman, Hyslip & Searns

(“MAHS”), collectively “Legal Helpers.”1

 Defendant Jeffrey Hyslip is a partner of both

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Defendant entities. 

Construing the allegations in the light most favorable to Ms. Mobley, the Court finds that

the Complaint (#1-1) alleges the following facts. The Defendant entities are both Illinois

businesses headquartered in Chicago. Legal Helpers has offices around the country, including in

Denver, Colorado. Ms. Mobley is a resident of Colorado and worked with the Denver, Colorado

office. Mr. Hyslip is a resident of Ohio but has entered appearances as counsel in numerous

cases in Colorado.

Legal Helpers is a debt resolution law firm. Ms. Mobley, an attorney, was hired to work

on cases involving distressed real estate, specifically loan modifications. She began working in

December 2009 and signed a Joint Venture Agreement with Legal Helpers on or around March

31, 2010. Pursuant to the Joint Venture Agreement, she hired as a Class B partner and member

of a joint venture with Legal Helpers. She was to be compensated on a per-file basis. Ms.

Mobley contends that she has not been compensated for the work she performed and that she did

not receive compensation at the level she was promised.

Ms. Mobley further alleges that in August 2010, she traveled to Chicago for a debt

settlement conference in connection with her work with Legal Helpers. She alleges that on

August 26, 2010, while at a hotel bar with Mr. Hyslip, he made aggressive sexual advances. 

Later that evening, Mark Mancino, who was also affiliated with Legal Helpers, propositioned

Ms. Mobley and then physically assaulted her by grabbing her arm and attempting to drag her to

an “employees only” closet. Ms. Mobley reported both of these incidents to Jason Searns, Legal

Helpers’ general Counsel and Senior Partner. Mr. Searns allegedly dismissed these reports and

essentially told Ms. Mobley to handle the issue herself. No action was taken against either Mr.

Hyslip or Mr. Mancino. 

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Ms. Mobley also contends that while she was employed at Legal Helpers, she became

aware that a number of persons associated with Legal Helpers had mortgage fraud convictions

and ties with organized crime families. She expressed to Mr. Searns her concern that Legal

Helpers could be engaged in illegal activity. Mr. Searns again allegedly ignored Ms. Mobley’s

concerns. Ms. Mobley asserts that the company retaliated against her and created a work

environment so hostile that she had no alternative but to take a medical leave of absence. Ms.

Mobley resigned on November 2, 2010. 

Ms. Mobley’s Complaint, originally filed in state court and thereafter removed to this

Court, asserts the following claims for relief: (1) hostile work environment and sexual

harassment in violation of Title VII against the entity Defendants; (2) retaliation in violation of

Title VII against the entity Defendants; (3) wrongful discharge in violation of public policy

against the Defendant entities; (4) fraud against the Defendant entities; (5) negligent

misrepresentation or omission against the Defendant entities; (6) violation of C.R.S. § 8-4-101 et

seq., (the Colorado Wage Act) against the Defendant entities; (7) assault against Defendant

Hyslip; (8) battery against Defendant Hyslip; (9) intentional infliction of emotional

distress/outrageous conduct against all Defendants; (10) invasion of privacy/intrusion upon

seclusion against Defendant Hyslip; (11) false imprisonment against Defendant Hyslip; and (12)

intentional interference with contract and/or prospective business advantage against Defendant

Hyslip.

Mr. Hyslip moves for dismissal of the claims against him because this Court cannot

exercise personal jurisdiction over him. In addition, the Defendant entities seek to transfer this

case to the United States District Court for the Northern District of Illinois based on a forum

selection clause contained in the Joint Venture Agreement. Finally, all of the Defendants move

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2

Under the statute, personal jurisdiction over a nonresident defendant may arise from,

inter alia, (1) the transaction of any business within the state or (2) the commission of a tortious

act within the state. C.R.S. §13-1-124(1).

to transfer the case to the Northern District of Illinois pursuant to 28 U.S.C. § 1404(a) for the

convenience of the parties. 

II. Analysis

A. Personal Jurisdiction

The plaintiff has the burden of proving that personal jurisdiction over a defendant exists,

although at preliminary stages of the litigation that burden is light. AST Sports Science, Inc. v.

CLF Distribution Ltd., 514 F.3d 1054, 1056 (10th Cir. 2008). If the court considers a pre-trial

motion to dismiss for lack of personal jurisdiction without conducting an evidentiary hearing, the

plaintiff need only make a prima facie showing of personal jurisdiction to defeat the motion. Id.

at 1056-57. In making this determination, all factual disputes are construed in favor of the

plaintiff. Id. at 1057.

For a court to exercise personal jurisdiction over a defendant, there must both a showing

that (i) jurisdiction is proper under the laws of the forum state and (ii) the exercise of jurisdiction

does not offend the due process clause of the Fourteenth Amendment. See Benton v. Cameco

Corp., 375 F.3d 1070, 1075 (10th Cir. 2004). Colorado’s long arm statute2

 is coextensive with

the constitutional limitations imposed by the due process clause; therefore, the inquiry collapses

into a single inquiry: whether jurisdiction is consistent with the due process clause. See id. This

involves a two-step inquiry: (1) whether the nonresident defendant has “minimum contacts” with

the forum state such “that he should reasonably anticipate being haled into court there”; and (2)

if minimum contacts are found, whether the exercise of personal jurisdiction over the defendant

offends “traditional notions of fair play and substantial justice.” AST Sports Science, 514 F.3d at

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1057 (citations omitted). 

1. Minimum Contacts

The due process clause requires that the nonresident defendant have “minimum contacts”

with the forum state. See OMI Holdings, Inc., 149 F.3d at 1091 (quoting World-Wide

Volkswagon Corp. v. Woodson, 444 U.S. 286, 291 (1980)). The “minimum contacts” standard

may be met by showing either general or specific jurisdiction over the defendant. See OMI

Holdings, 149 F.3d at 1090-91. First, a court may exercise general jurisdiction over a defendant

for any claim, whether arising from activities in the state or not, if the defendant has sufficiently

strong business contacts with the forum state. Id. at 1091. 

Alternatively, a court may exercise specific jurisdiction over a defendant if the

defendant’s actions in or directed at the forum give rise to the litigation. Specific jurisdiction

may be asserted over a nonresident defendant “if the defendant has ‘purposefully directed’ his

activities at residents of the forum, and the litigation results from alleged injuries that ‘arise out

of or relate to’ those activities.” OMI Holdings, 149 F.3d at 1090-91 (citations omitted). 

2. Fair Play and Substantial Justice

In addition to examining a defendant’s minimum contacts with the forum state, a court

must also analyze whether the exercise of personal jurisdiction offends “traditional notions of

fair play and substantial justice.” ClearOne Communications, Inc. v. Bowers, 643 F.3d 735, 764

(10th Cir. 2011). This inquiry requires a determination of whether personal jurisdiction over a

defendant with minimum contacts is reasonable in light of the circumstances surrounding the

case. In assessing reasonableness, a court considers: (1) the burden on the defendant, (2) the

forum state’s interest in resolving the dispute, (3) the plaintiff’s interest in receiving convenient

and effective relief, (4) the interstate judicial system’s interest in obtaining the most efficient

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resolution of controversies, and (5) the shared interest of the several states in furthering

fundamental substantive social policies. Id. 

3. Mr. Hyslip’s Contacts with Colorado

Ms. Mobley alleges that the Court has jurisdiction over Mr. Hyslip because of his

“continuous and systematic general business contacts” with Colorado. As grounds, Ms. Mobley

argues that Mr. Hyslip has filed thirty-nine lawsuits in the United States District Court for the

District of Colorado between 2007 and 2011 on behalf of clients of Legal Helpers. Ms. Mobley

asserts that this conduct amounts to substantial continuous contacts with Colorado and

purposeful availment of the privilege of doing business in the state. Keefe v. Kirschenbaum &

Kirschenbaum, P.C., 40 P.3d 1267, 1271 (Colo. 2002). According to the Plaintiff, because Mr.

Hyslip himself has created a substantial connection with Colorado, he could reasonably

anticipate being haled into court in the state. 

In response, Mr. Hyslip argues that the Colorado long-arm statute requires that the cause

of action must still “arise out of” the transaction of business within the state. C.R.S. § 13-1-124. 

Notwithstanding this language, however, the “General Assembly made clear its intent ‘to extend

the personal jurisdiction of Colorado’s courts to their maximum limits permissible under the

United States and Colorado Constitutions.’” Kirschenbaum, 40 P.3d at 1270 (quoting Scheuer v.

District Court, In and For City and County of Denver, 684 P.2d 249, 250 (Colo. 1984)). This

includes the exercise of general personal jurisdiction; i.e., “where there are substantial

continuous contacts with the forum state, jurisdiction may be found even when the cause of

action does not arise out of the forum related activity.” Waterval v. District Court In and For El

Paso County, 620 P.2d 5, 9 (Colo. 1980) (quoting Tucker v. Vista Financial Corp., 192 Colo.

440, 443, 560 P.2d 453, 456 (1977)). Nonetheless, “”because general jurisdiction is not related

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to the events giving rise to the suit, courts impose a more stringent minimum contacts test,

requiring the plaintiff to demonstrate the defendant’s continuous and systematic general business

contacts.’” Archangel Diamond Corp. v. Lukoil, 1194 (Colo. 2005). The touchstone of the

inquiry is whether the defendant himself acted to create the contacts with the state; therefore,

purposeful availment must be shown to ensure that a defendant “will not be haled into a

jurisdiction solely as a result of random or fortuitous contacts or the unilateral activity of a third

party.” Kirschenbaum, 40 P.3d at 1270-71. 

In addition to his multiple appearances as an attorney in the courts of this state, Mr.

Hyslip is allegedly a partner in, and therefore an owner of, a business that is registered and

operates in Colorado. The operation of such a business and Mr. Hyslip’s activities in Colorado

amount to sufficiently continuous and systematic contacts to confer general jurisdiction. In

addition, there is a nexus between the business activities of Mr. Hyslip and Ms. Mobley’s cause

of action. Ms. Mobley’s contact with Mr. Hyslip arose out of her work with Legal Helpers and

occurred in connection with her duties for the company. Mr. Hyslip could reasonably foresee

that if he committed a tort against an employee of a business that he operates in Colorado, even

if the tort occurred in another state, that he could be sued in Colorado. Mr. Hyslip’s connection

to the state is the result of his purposeful actions, not of fortuitous events or unilateral activity of

Ms. Mobley or another party. This is sufficient to satisfy Ms. Mobley’s prima facie burden to

demonstrate personal jurisdiction over Mr. Hyslip. 

Although neither party addressed the second prong of the personal jurisdiction analysis,

whether the exercise of jurisdiction would be reasonable, the Court concludes that none of the

factors in the analysis weigh against the exercise of jurisdiction here. The burden on Mr. Hyslip

is no greater than it would be if the case were heard in Illinois, the Defendants’ preferred

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3

Alternatively, the Defendants contend that venue is not proper in Colorado under Title

VII’s venue provision, 42 U.S.C. § 2000e-5(f)(3). Under this provision, an action may be

brought in “the judicial district in which the aggrieved person would have worked but for the

alternative forum. Colorado has an interest in resolving a dispute involving one of its residents,

particularly since other aspects of the case concern a business that operates in Colorado. Ms.

Mobley has a significant interest in resolving all of her claims in a single forum. Given these

considerations, the Court concludes that the exercise of jurisdiction over Mr. Hyslip is

reasonable. 

2. Forum Selection Clause

Alternatively, the Defendants argue that the case must be dismissed because of a forum

selection clause contained in the Joint Venture Agreement. The Joint Venture Agreement, which

binds Ms. Mobley and Legal Helpers, contains the following provision (the “Forum Selection

Clause”):

Choice of Law and Forum Selection. The laws of the State of

Illinois shall govern the validity of this Agreement, the

construction of its terms and the interpretation of the rights and

duties of the parties hereto. To the extent that any court action is

permitted consistent with or to enforce Section 7 of this Agreement

[concerning confidentiality and non-compete obligations], the

parties hereby consent to the jurisdiction of the State of Illinois and

the United States District Court for the District of Illinois. 

Accordingly, with respect to any such court action, [Ms. Mobley]

(a) submits to the personal jurisdiction of such courts; (b) consents

to service of process by delivery in accordance with the notice

provisions of section 27 or any other means allowed by Illinois law

and procedure; and (c) waives any other requirement (whether

imposed by statute, rule of court, or otherwise) with respect to

personal jurisdiction or service of process.

Joint Venture Agreement, Exh. 1 to Defs’ Mot. To Dismiss,# 7-1, ¶ 12. The Defendants argue

that pursuant to this provision, venue is only proper in Illinois and, therefore, the case must be

dismissed.3

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alleged unlawful employment practice.” Ms. Mobley has alleged that she worked and would

have continued working for Legal Helpers in Colorado but for the discriminatory adverse actions

against her. The Court is satisfied that venue is proper in Colorado.

4

In their reply brief, the Defendants contend that Illinois law should apply pursuant to the

Forum Selection Clause.

The parties have not provided a choice of law analysis regarding what law governs the

interpretation of the Joint Venture Agreement.4

 However, given that the Agreement itself

requires application of Illinois state law, the Court will analyze the effect of the venue provision

under Illinois law. Under Illinois law, if the language of an agreement is facially unambiguous,

a trial court may interpret the contract as a matter of law without the use of extrinsic evidence. 

Air Safety, Inc. v. Teachers Realty Corp., 185 Ill.2d 457, 462, 706 N.E.2d 882 (1999). The Court

finds that the clause is unambiguous and therefore interprets it as a matter of law. 

Illinois courts recognize the distinction between contract clauses that effect a consent to

the jurisdiction of a particular court and those that intend to make a court the exclusive forum for

a dispute. Calanca v. D & S Mfg. Co., 157 Ill.App.3d 85, 87, 510 N.E.2d 21, 22-23 (1st Dist.

1987) (noting that the words “shall” and “must” in a forum selection clause mean that the stated

forum is exclusive). The Forum Selection Clause here expressly states that the parties “hereby

consent to the jurisdiction” of the Illinois courts; by contrast, it contains no mandatory language

with respect to forum. The obligations contained in the clause amount to a waiver of objections

to jurisdiction and service of process, which is consistent with a consent to jurisdiction. 

However, despite the heading containing the words “Forum Selection,” the clause imposes no

restrictions or obligations regarding where a case may be heard. Therefore, the Court concludes

that the clause is permissive, not mandatory, and does not require dismissal of the case.

3. Transfer for Parties’ Convenience

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Finally, the Defendants seek to transfer the case to the United States District Court for the

Northern District of Illinois pursuant to 28 U.S.C. § 1404(a). Section 1404(a) provides: “For the

convenience of parties and witnesses, in the interest of justice, a district court may transfer any

civil action to any other district or division where it might have been brought.” 28 U.S.C. §

1404(a). The party moving to transfer a case pursuant to section 1404(a) bears the burden of

establishing that the existing forum is inconvenient. Chrysler Credit Corp. v. Country Chrysler,

Inc., 928 F.2d 1509, 1515 (10th Cir. 1991) (citations omitted). Motions to transfer pursuant to

this provision should be determined according to an “individualized, case-by-case consideration

of convenience and fairness.” Id. at 1516 (citations omitted). Among the factors a district court

should consider are the following: 

the plaintiff’s choice of forum; the accessibility of witnesses and

other sources of proof, including the availability of compulsory

process to insure attendance of witnesses; the cost of making the

necessary proof; questions as to the enforceability of a judgment if

one is obtained; relative advantages and obstacles to a fair trial;

difficulties that may arise from congested dockets; the possibility

of the existence of questions arising in the area of conflict of laws;

the advantage of having a local court determine questions of local

law; and, all other considerations of a practical nature that make a

trial easy, expeditious and economical.

Id. (citing Texas Gulf Sulphur Co. v. Ritter, 371 F.2d 145, 147 (10th Cir.1967)). An action may

be transferred under section 1404(a) at any time. Id. “[U]nless the balance is strongly in favor

of the movant the plaintiff’s choice of forum should rarely be disturbed.” Scheidt v. Klein, 956

F.2d 963, 965 (10th Cir. 1992). 

The parties do not dispute that the case could have been brought in the Northern District

of Illinois and so the analysis concerns only whether transfer is appropriate in the interest of

justice and for the convenience of the parties. 

Applying the factors identified in Chrysler Credit, the Court notes first that significant

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5

Ms. Mobley has apparently asserted that one or more hotel workers may have witnessed

the events occurring in the hotel.

deference should be given to Ms. Mobley’s interest in keeping the case in Colorado, as she is a

resident of the state and elected this forum. Her choice should not be lightly set aside. 

The second factor concerns the accessibility of witnesses and other sources of proof,

including the availability of compulsory process to insure attendance of witnesses. As to this

factor, the parties’ initial disclosures show that several employees and principals of Legal

Helpers are named as potential witnesses. Although they are not residents of the Colorado, the

Defendants do not argue that they would be unavailable as witnesses in Colorado, only that it

would be more convenient for them if the case were heard in Illinois. Several other witnesses

associated with the Defendants live in California, Ohio, or New Jersey and so an action in 

Illinois presents no more convenience than one in Colorado; again, there is no contention that

these witnesses would not be available in Colorado. Several potential witnesses are Colorado

residents, including Ms. Mobley’s medical care providers. Some witnesses are unknown5

 . As to

these, the Defendants argue that the Illinois court is preferable because it would have

compulsory process to resolve any non-party discovery or witness issues. 

Although the Defendants contend that the relevant records are located in Illinois, they

have not shown any difficulty in producing such records for litigation in Colorado. Given the

mixed showing as to whether evidence and witnesses would be more accessible in Illinois than

Colorado, this factor does not weigh in favor of transferring the case. 

The next factor is the cost of making the necessary proof, which neither party has

addressed. Given that the Defendants operate in a business and have an office in Colorado, there

does not appear to be a significant additional cost or burden to having them litigate in this forum. 

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On the other hand, requiring the plaintiff to litigate in Illinois could increase her costs. This

factor, therefore, weighs in favor of retaining the case in this forum. Similarly, neither party has

raised any issues regarding the fourth factor, the enforceability of a judgment if one is obtained. 

It appears that a judgment would be enforceable against the Defendants whether obtained in

Colorado or Illinois and so this does not justify transferring the case. No showing has been made

as to the relative advantages and obstacles to a fair trial or any difficulties that may arise from

congested dockets. 

The next two factors, specifically the possibility of the existence of questions arising in

the area of conflict of laws and the advantage of having a local court determine questions of

local law, weigh somewhat in favor of transfer. Although Ms. Mobley asserts claims under Title

VII, which do not implicate local law or conflict of laws, her state law claims could require a

conflict of laws analysis and, to the extent they implicate the Joint Venture Agreement,

application of Illinois law. 

The Defendants argue that the events underlying Ms. Mobley’s claims all occurred in

Chicago, Illinois and that the Forum Selection Clause strongly indicates that Illinois is the

parties’ preferred venue. While it is true that some of the events occurred in Chicago, several of

Ms. Mobley’s claims are based on email communications with Mr. Searns and her compensation

as to which location is not a significant evidentiary concern.

Based on this record, the Court finds that the Defendants have not shown that the

plaintiff’s choice of forum here is so inconvenient that it should be set aside in favor the

alternative proposed by the Defendants. Therefore, the motion to transfer is denied.

IT IS THEREFORE ORDERED

1. The Defendants’ Motion to Dismiss (#7) and the Defendants’ Amended

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Supplemental Motion for Change of Venue Pursuant to 28 U.S.C. § 1404(a) (#14)

are DENIED.

2. Because the Defendants will continue to litigate in this Court, their counsel are

directed to familiarize themselves with this Court’s local rules, including

D.C.COLO.LCivR 10.1 and Appendix E, regarding the appropriate caption

format. 

Dated this 13th day of January, 2012

BY THE COURT:

Marcia S. Krieger

United States District Judge

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