*

Honorable Floyd R. Gibson, Senior U.S. District Judge for

the Eighth Circuit, sitting by designation. 

United States Court of Appeals, Eleventh Circuit.

No. 95-4395.

SCULPTCHAIR, INC., Plaintiff-Appellant,

v.

CENTURY ARTS, LTD., Defendant,

Chair Decor, Etc., formerly Sculptchair/Canada, Deena Rich,

individually, Benny Bien, individually, Mary Bien, individually,

Phyliss Rich, individually, Defendants-Appellees.

Sept. 6, 1996.

Appeal from the United States District Court for the Southern

District of Florida. (No. 94-6448-CIV-WJZ), William J. Zloch,

Judge.

Before EDMONDSON, Circuit Judge, and FAY and GIBSON*

, Senior

Circuit Judges.

FLOYD R. GIBSON, Senior Circuit Judge:

Sculptchair appeals the district court's order dismissing its

complaint against defendants Century Arts, Ltd., Chair Decor, Etc.,

Chair Decor, Etc., of Sunrise, Florida, Benny Bien, Mary Bien,

Phyliss Rich, and Deena Rich for lack of personal jurisdiction. We

affirm in part and reverse and remand in part.

I. BACKGROUND

Michael Kelldorf, the inventor and United States patent holder

for a type of chair cover, is the owner and president of

Sculptchair, Inc. ("Sculptchair"), a Florida corporation that owns

the United States and Canadian trademark for "Sculptchair" and

markets, sells, and leases these chair covers under that name. In

late 1990, Benny Bien, a resident of Canada, contacted Kelldorf

seeking to obtain an exclusive licensing agreement to manufacture
and market the chair covers in Canada under the "Sculptchair" name.

After numerous telephone conversations, Benny Bien, his wife Mary

Bien, and her sister Phyliss Rich, both of whom are also residents

of Canada, traveled to Florida for a one-hour meeting in which the

terms of the deal were finalized.

The contract granted an exclusive license to manufacture, use,

sell, and lease the chair covers under the "Sculptchair" name in

Canada to Century Arts, Ltd. ("Century Arts"), a Canadian

corporation of which Mary Bien and Phyliss Rich were the sole

officers, directors, and shareholders. In exchange, Century Arts

agreed to pay Sculptchair a monthly fee. Benny Bien financed

Century Arts, but owned no stock therein and served Century Arts in

no official capacity. In February of 1991, Sculptchair signed the

agreement in Florida and forwarded it to Century Arts in Canada,

where it was signed by Phyliss Rich as President of that

corporation. Benny Bien also signed the agreement as a witness.

Neither Mary Bien nor Phyliss Rich ever signed the contract in

their individual capacities.

In March of 1991, Phyliss Rich traveled to Florida for a four

day logistical meeting with Kelldorf. The deal soon went south

just as quickly. Century Arts began experienced difficulties with

the maintenance and performance of Sculptchair's design. In

December of 1991, Mary Bien and Phyliss Rich traveled to Florida to

discuss these issues with Kelldorf, but were unable to reach a

solution. Century Arts soon ceased making the required monthly

payments, and Sculptchair terminated the agreement in April of 1991

for nonpayment of fees. Benny Bien subsequently obtained a
judgment against Century Arts for the value of his financing, and

the corporation was dissolved shortly thereafter.

Following the dissolution of Century Arts, Mary Bien and

Phyliss Rich formed a second corporation, Chair Decor, Inc. ("Chair

Decor of Canada"), another Canadian corporation which also marketed

chair covers. Once again, Mary Bien and Phyliss Rich served as its

sole officers, directors, and shareholders. In May of 1994,

Sculptchair filed suit against Chair Decor of Canada for patent

infringement in violation of 35 U.S.C. § 271 (1993), trademark

infringement in violation of 15 U.S.C. § 1114 (1993), unfair

competition in violation of 15 U.S.C. § 1125(a) (1993), and breach

of contract in the United States District Court for the Southern

District of Florida. The complaint also named Benny Bien, Mary

Bien, Phyliss Rich, and her daughter, Deena Rich, another resident

of Canada, in their individual capacities, as well as an entity

designated as "Chair Decor of Sunrise, Florida." On July 8, 1994,

the defendants moved to dismiss the complaint for lack of personal

jurisdiction. Following a lengthy evidentiary hearing and the

submission of numerous affidavits, the district court granted

defendants' motion and dismissed Sculptchair's complaint.

Sculptchair appeals.

II. DISCUSSION

 In order to determine whether the district court has personal

jurisdiction over the nonresident defendants in this case, we must

undertake a two-part analysis. First we must determine whether the

Florida long-arm statute provides a basis for personal

jurisdiction. If so, then we must determine whether sufficient
minimum contacts exist between the defendants and the forum state

so as to satisfy "traditional notions of fair play and substantial

justice" under the Due Process Clause of the Fourteenth Amendment.

Robinson v. Giarmarco & Bill, P.C., 74 F.3d 253, 256 (11th

Cir.1996) (quoting International Shoe v. Washington, 326 U.S. 310,

316, 66 S.Ct. 154, 158, 90 L.Ed. 95 (1945) (quotation omitted)).

We review the district court's dismissal for lack of personal

jurisdiction de novo. Olivier v. Merritt Dredging Co., Inc., 979

F.2d 827, 830 (11th Cir.1992), cert. denied, 507 U.S. 983, 113

S.Ct. 1577, 123 L.Ed.2d 145 (1993).

A. The Florida Long-Arm Statute

 When jurisdiction is based on a federal question arising

under a statute that is silent regarding service of process, Rule

4(e) of the Federal Rules of Civil Procedure directs us to look to

the state long-arm statute in order to determine the existence of

personal jurisdiction. Cable/Home Communication v. Network Prod's,

902 F.2d 829, 855 (11th Cir.1990). In this case, neither 35 U.S.C.

§ 271, nor 15 U.S.C. §§ 1114 or 1125(a) contain such service of

process provisions. As a result, we look to the Florida long-arm

statute in order to determine whether the district court may assert

personal jurisdiction over the nonresident defendants. "Since the

extent of the long-arm statute is governed by Florida law, federal

courts are required to construe it as would the Florida Supreme

Court." Id. at 856 (quotation omitted). Absent some indication

that the Florida Supreme Court would hold otherwise, we are bound

to adhere to decisions of its intermediate courts. Polskie Linie

Oceaniczne v. Seasafe Transp. A/S, 795 F.2d 968, 970 (11th
Cir.1986).

 Florida's long-arm statute is to be strictly construed.

Oriental Imports & Exports, Inc. v. Maduro & Curiel's Bank, N.V.,

701 F.2d 889, 891 (11th Cir.1983). Under Florida law, the

plaintiff bears the burden of proving personal jurisdiction: "When

a defendant raises through affidavits, documents or testimony a

meritorious challenge to personal jurisdiction, the burden shifts

to the plaintiff to prove jurisdiction by affidavits, testimony or

documents." Jet Charter Serv., Inc. v. Koeck, 907 F.2d 1110, 1112

(11th Cir.1990), cert. denied, 499 U.S. 937, 111 S.Ct. 1390, 113

L.Ed.2d 447 (1991). Florida's long-arm statute, Fla.Stat. ch.

48.193 (1993), provides in relevant part:

(1) Any person, whether or not a citizen or resident of

this state, who personally or through an agent does any of the

acts enumerated in this subsection thereby submits himself ...

to the jurisdiction of the courts of this state for any cause

of action arising from the doing of any of the following acts:

(a) Operating, conducting, engaging in, or carrying on a

business or business venture in this state or having an office

or agency in this state....

(f) Causing injury to persons or property within this

state arising out of an act or omission by the defendant

outside this state, if, at or about the time of the injury,

either:

1. The defendant was engaged in solicitation or service

activities within this state; or

2. Products, materials, or things processed, serviced, or

manufactured by the defendant anywhere were used or

consumed within this state in the ordinary course of

commerce, trade, or use.

(g) Breaching a contract in this state by failing to

perform acts required by the contract to be performed in this

state.

Sculptchair asserts personal jurisdiction over each of the

defendants under varying combinations of these three subsections.
We address each subsection seriatim.

1. Carrying on a Business or Business Venture in Florida

 Sculptchair first asserts personal jurisdiction over Chair

Decor of Canada, Benny Bien, Mary Bien, Phyliss Rich, Deena Rich,

and Chair Decor of Sunrise, Florida via section 48.193(1)(a), which

provides for personal jurisdiction over defendants who are

"carrying on a business or a business venture" or have an office or

agency in Florida. In order to establish that a defendant was

carrying on a business or business venture in the state, either

itself or through an agent, "[t]he activities of the [defendant]

sought to be served ... must be considered collectively and show a

general course of business activity in the State for pecuniary

benefit." Dinsmore v. Martin Blumenthal Associates, Inc., 314

So.2d 561, 564 (Fla.1975).

 Deena Rich admittedly operated as an independent contractor

and sporadic sales representative for Chair Decor of Canada in her

spare time while attending school in Florida. While most of her

sales were based strictly on word of mouth, Deena Rich admitted

that she had circulated a price list to ten or so individuals

describing Chair Decor of Canada's product line and bearing the

number of a local telephone answering machine. She also testified

that she had traveled to four or five Florida businesses and had

given them product presentations. When a potential customer would

leave a message, she would forward the order to Chair Decor in

Canada where it would be filled. Deena Rich maintained no regular

office, maintained no inventory, and received no regular salary,

her salary consisting solely of commissions. Deena Rich's total
sales efforts amounted to three to five transactions grossing an

estimated $3,000. Although her sales efforts were sporadic at best

and the revenue generated therefrom was relatively insignificant,

we are left with the inescapable conclusion that her marketing

efforts, viewed collectively, qualify as a general course of

business activity in Florida for pecuniary benefit. See Bank of

Wessington v. Winters Gov't Sec. Corp., 361 So.2d 757, 759-60

(Fla.Dist.Ct.App.1978) (out-of-state bank's solicitation of ten

oral contracts for the sale of insurance qualified as "carrying on

a business" in Florida).

 Applying the same standard, we conclude that neither Benny

Bien, Mary Bien, nor Phyliss Rich were carrying on a business or

business venture in Florida. None of these individuals

manufactured, sold, leased, or solicited orders for chair covers or

any other products in Florida. They maintained no offices or

agents in the state. Benny Bien's sole activities in Florida

amounted to a series of telephone conversations with Kelldorf's

Florida office and a one-hour meeting to facilitate a contract to

be performed wholly in Canada to which he was not even a party. We

have no difficulty concluding that Benny Bien's limited

intermediary activities fail to qualify as carrying on a business

or business venture in Florida. Mary Bien's contacts with the

State of Florida are limited to two brief logistical meetings with

Kelldorf. Her sister's contacts with Florida consist of three such

meetings. We need not determine whether these slightly more

extensive entanglements would rise to the level of carrying on a

business or business venture in Florida because it is apparent that
the two sisters were acting in their corporate representative

capacities as opposed to their individual capacities.

While a corporation itself may be subject to jurisdiction when

it transacts business through its agents operating in the

forum state, unless those agents transact business on their

own account in the state, as opposed to engaging in business

as representatives of the corporation, they are not engaged in

business so as to be individually subject to the state's

long-arm statute.

Excel Handbag Co. v. Edison Bros. Stores, 428 So.2d 348, 350

(Fla.Cir.Ct.App.1983). Consequentially, Mary Bien and Phyliss Rich

are not individually subject to the Florida long-arm statute for

carrying on a business or business venture based on their strictly

corporate acts.

We similarly conclude that the entity designated as Chair

Decor of Sunrise, Florida (as opposed to Chair Decor of Canada),

was not carrying on a business or business venture in Florida.

Moreover, we conclude that this entity never existed. Kelldorf and

Sam Hill, Sculptchair's national sales manager, both testified that

they attended a meeting at a Boca Raton office in May of 1994

posing as representatives of "Simon the Pie Man" where a Chair

Decor employee named Rachel Stern gave them a product presentation.

Both Rachel Stern and Deena Rich, however, testified that Rachel

Stern, a self-employed graphic artist, was never an employee of

Chair Decor, but merely a personal friend of Deena Rich who agreed

to meet with Kelldorf and Hill at her Boca Raton office as a favor

to Deena Rich, who was in Toronto at the time. In addition, Mary

Bien and Phyliss Rich each testified that Chair Decor of Canada

maintains no offices in Florida or anywhere else outside Canada.

Because there is no evidence that the entity identified by
Sculptchair as "Chair Decor of Sunrise, Florida" was ever in

existence, we correspondingly find no basis for asserting

jurisdiction over it under the Florida long-arm statute.

 Because there is no evidence that Chair Decor of Canada ever

directly manufactured, sold, leased, or solicited orders for chair

covers or any other products in Florida, the question of whether

Chair Decor of Canada was ever carrying on a business or business

venture in Florida necessarily hinges on whether Deena Rich's

activities may be attributed to Chair Decor of Canada as its agent

in Florida. Pesaplastic, C.A. v. Cincinnati Milacron Co., 750 F.2d

1516, 1521-22 (11th Cir.1985). Under Florida law:

The existence of a true agency relationship depends on the

degree of control exercised by the principal. Generally, a

contractor is not a true agent where the principal controls

only the outcome of the relationship, not the means used to

achieve that outcome.

Dorse v. Armstrong World Indus., 513 So.2d 1265, 1268 n. 4

(Fla.1987). The facts in this case indicate that Deena Rich was

acting as an independent contractor as opposed to an agent. There

is no evidence whatsoever that Chair Decor of Canada exercised any

type of meaningful control over the means employed by Deena Rich to

market the product line. In fact, she set her own hours and chose

her own marketing methods, relying principally on word of mouth.

Deena Rich herself characterized her own position as that of an

independent contractor, and we agree. As a result, we conclude

that Chair Decor of Canada was not carrying on a business or

business venture in Florida either through the acts of Deena Rich

or otherwise within the meaning of subsection (a) of the Florida

long-arm statute.
2. Causing Injury to Persons or Property Within Florida

 Sculptchair next argues that the defendants caused it

economic injury under section 48.193(1)(f)(1) and (2) by their

soliciting and/or marketing efforts in Florida. It is

well-established, however, that mere economic injury without

accompanying personal injury or property injury does not confer

personal jurisdiction over nonresident defendants under section

48.193(1)(f). Sun Bank, N.A. v. E.F. Hutton & Co., 926 F.2d 1030,

1033 (11th Cir.1991) (citing Aetna Life & Casualty Co. v. Therm-ODisc, Inc., 511 So.2d 992, 993-94 (Fla.1987)). Because Sculptchair

has neither alleged nor proven personal injury or property damage

aside from the purely economic loss pleaded in its complaint, we

find no basis for asserting personal jurisdiction over any of the

defendants under section 48.193(1)(f).

3. Breaching a Contract in Florida

 Sculptchair next seeks to invoke section 48.193(1)(g), which

provides for personal jurisdiction over persons breaching a

contract within Florida by failing to perform acts required by the

contract to be performed in Florida, as a means of invoking

personal jurisdiction over Chair Decor of Canada, Benny Bien, Mary

Bien, and Phyliss Rich. Specifically, it claims that these

defendants breached Paragraph Eleven of the exclusive licensing

agreement by marketing similar chair covers. That provision

essentially forbids "the Principals [Mary Bien and Phyliss Rich]

and Benny Bien" from manufacturing, leasing, selling, or marketing

"chair covers or any product similar to the chair covers in Canada

or elsewhere, except as permitted under the terms of this
 1

 11. Agreement by Principals. Century represents to

Sculptchair that the individuals who are principals of

Century and who will be responsible for manufacturing,

leasing and sale of the chair covers in Canada are Mary

Bien and Phyliss Rich (the Principals). Each of the

Principals and Benny Bien each joins in the execution

of this agreement for the purpose of agreeing that none

of the principals or Benny Bien, acting together or

separately, will manufacture, cause to be manufactured,

lease, sell or market chair covers or any product

similiar [sic] to the chair covers in Canada or

elsewhere, except as permitted under the terms of this

agreement. This agreement by the Principals and Benny

Bien is a material consideration to Sculptchair for

execution of this agreement and granting the rights

granted hereunder. This agreenment [sic] by the

Principals and Benny Bien will survive the termination

of this agreement for any reason and will be

enforceable by injunction or other equitable remedy

without restricting the right of Sculptchair to seek

damages from each of the Principles and/or Benny Bien

violating the terms of this agreement. 

agreement."1

This argument overlooks the salient fact that none of the

defendants were a party to that particular contract, making it

difficult for them to breach its terms. The contract was between

Sculptchair and Century Arts exclusively. As the very first clause

of the agreement states, "THIS AGREEMENT is made between

SCULPTCHAIR, INC. ... and CENTURY ARTS, LIMITED." While Phyliss

Rich signed the contract, it is undisputed that she did so on

behalf of Century Arts in her official capacity, not in her

individual capacity. It is further undisputed that Benny Bien

signed the agreement as nothing more than a witness. Mary Bien

never signed the contract in any capacity whatsoever.

 Nonetheless, Sculptchair seeks to estop Benny Bien from

denying that he was party to the contract on the basis that his

conduct reasonably led Sculptchair to believe that he had adopted
the contract as his own. "Under Florida law, a party who appears

bound by a contract may be estopped from denying his obligations

under the contract as against one who has relied on that

appearance." Pinnacle Port Community Ass'n. v. Orenstein, 872 F.2d

1536, 1545 (11th Cir.1989) (citing Ayala v. Murrell, 97 So.2d 13,

15 (Fla.1957)). "[T]his doctrine requires no more reliance than a

party perform under the contract that the other party has

apparently adopted." Orenstein, 872 F.2d at 1545 (footnote

omitted). There are two problems with the application of this

doctrine to the instant case: First, there is no indication that

Benny Bien did anything that would remotely have lead Sculptchair

to reasonably believe that he was a party to the contract. His

signature appears solely in the capacity of a witness. Aside from

opening negotiations between Century Arts and Sculptchair, Benny

Bien took no part whatsoever in the active management of Century

Arts or the execution of the agreement, remaining instead passively

in the background in his role as financier. Sculptchair has come

forward with no evidence that Benny Bien adopted the contract as

his own by performing its terms or tricked Sculptchair into

believing he was a party thereto. In addition, Sculptchair failed

to reasonably rely on his conduct by continuing to perform under

the contract. Once the monthly payments stopped, Sculptchair

promptly terminated the agreement for nonpayment. If Benny Bien's

personal guarantee really was a material consideration for entering

into the contract as Sculptchair claims, it should have insisted

that he sign the contract as a party thereto instead of merely

seeking to bind him by invoking his name in Paragraph Eleven.
 Finally, Sculptchair contends that Chair Decor of Canada

should be bound by the terms of Century Arts' contract as its

corporate successor in interest under Florida's "mere continuation

of business doctrine." We agree. "The concept of continuation of

business arises where the successor corporation is merely a

continuation or reincarnation of the predecessor corporation under

a different name." Amjad Munim, M.D., P.A. v. Azar, 648 So.2d 145,

154 (Fla.Dist.Ct.App.1994). A "mere continuation of business" will

be found where one corporation is absorbed by another, as evidenced

by an identity of assets, location, management, personnel, and

stockholders. While Mary Bien and Phyliss Rich deny that Chair

Decor of Canada ever assumed any of Century Arts' liabilities or

assets, there is an unmistakable identity of officers, directors,

shareholders, and location in this particular case. Once Century

Arts had been dissolved, its officers/directors/shareholders formed

Chair Decor of Canada to market the same type of product out of the

same address but without the contractual obligations of its

predecessor corporation. Chair Decor of Canada assumed Century

Arts' modus operandi and apparently remained in contact with its

former clients. Because these facts indicate that Chair Decor of

Canada is nothing more than Century Arts operating under a new

name, we hold Chair Decor of Canada to the continuing contractual

obligations undertaken by its corporate predecessor in interest.

As such, we conclude that Sculptchair has met its burden of proving

personal jurisdiction over Chair Decor of Canada under section

48.193(1)(g).

B. Due Process
Having determined that the reach of the Florida long-arm

statute extends to Deena Rich and Chair Decor of Canada, we next

engage in a two-part inquiry in order to determine whether that

reach comports with due process. First, we must determine whether

Deena Rich and Chair decor have established sufficient "minimum

contacts" with the state of Florida. Second, we must decide

whether the exercise of this jurisdiction over her would offend

"traditional notions of fair play and substantial justice."

Robinson, 74 F.3d at 258 (quoting International Shoe, 326 U.S. at

316, 66 S.Ct. at 158).

1. Minimum Contacts

 Minimum contacts involve three criteria: First, the contacts

must be related to the plaintiff's cause of action or have given

rise to it. Second, the contacts must involve some purposeful

availment of the privilege of conducting activities within the

forum, thereby invoking the benefits and protections of its laws.

Finally, the defendant's contacts within the forum state must be

such that she should reasonably anticipate being haled into court

there. Francosteel Corp. v. M/V Charm, 19 F.3d 624, 627 (11th

Cir.1994).

 We believe sufficient minimum contacts exist to justify

haling Deena Rich into a Florida court. There can be no legitimate

dispute that Deena Rich's marketing activities in the state of

Florida are intimately connected to Sculptchair's causes of action.

It is equally apparent that she purposefully availed herself of the

privilege of conducting business in Florida by marketing Chair

Decor of Canada's products in the state. Finally, this type of
marketing is the kind of activity that would lead a person to

reasonably expect the possibility of ensuing litigation in a

Florida court should some type of dissatisfaction or complications

arise.

 We find Chair Decor of Canada's contacts with Florida

effectively indistinguishable from those found sufficient by the

Supreme Court in Burger King v. Rudzewicz, 471 U.S. 462, 105 S.Ct.

2174, 85 L.Ed.2d 528 (1985). In determining whether a Florida

court could constitutionally exercise personal jurisdiction over a

dispute arising from a franchise agreement between a Florida

corporation and a resident of Michigan, the Supreme Court

considered not only the contract itself, but "prior negotiations

and contemplated future consequences, along with the terms of the

contract and the parties' actual course of dealing." Id. at 479,

105 S.Ct. at 2185. Like the defendant franchisee in Burger King,

Chair Decor of Canada "reached out" beyond the borders of Canada

and entered into a carefully structured long-term agreement

envisioning "continuing and wide-reaching contacts" with

Sculptchair in Florida by seeking the exclusive licensing

agreement. Id. at 479-80, 105 S.Ct. at 2185-86 (quotation

omitted). Like the defendant franchisee in Burger King, Chair

Decor of Canada's contacts can in no way be considered "random,"

"fortuitous," or "attenuated." Id. at 480, 105 S.Ct. at 2186

(quotations omitted). Similarly, it was reasonably foreseeable

that Chair Decor of Canada's alleged breach of the exclusive

licensing agreement and infringement on Sculptchair's patent and

trademark rights was likely to lead to litigation in a Florida
court. Id. Paragraph 8(b) of the exclusive licensing agreement,

which provides that all disputes arising thereunder shall be

governed by Florida law in a Florida court, further reinforces

Chair Decor of Canada's "deliberate affiliation with the forum

State and the reasonable foreseeability of possible litigation

there." Id. at 482, 105 S.Ct. at 2187.

2. Fair Play and Substantial Justice

 Having determined that Deena Rich and Chair Decor of Canada

have established sufficient minimum contacts with Florida, we must

next consider whether the exercise of personal jurisdiction over

them comports with "fair play and substantial justice." Id. at

476, 105 S.Ct. at 2184, (quoting International Shoe, 326 U.S. at

320, 66 S.Ct. at 160). Relevant factors include "the burden on the

defendant, the interests of the forum ..., and the plaintiff's

interest in obtaining relief." Asahi Metal Indus. Co. v. Superior

Court of California, 480 U.S. 102, 113, 107 S.Ct. 1026, 1032, 94

L.Ed.2d 92 (1987).

We are mindful that "[t]he unique burdens placed upon one who

must defend oneself in a foreign legal system should have

significant weight in assessing the reasonableness of stretching

the long arm of personal jurisdiction over national borders." Id.

at 114, 107 S.Ct. at 1033. These burdens are relatively

uncompelling in this case, however. Although she is a permanent

resident of Canada, Deena Rich has been temporarily residing in

Boca Raton, Florida, for several years while attending school and

plans to establish a permanent residence in Florida soon. While

Chair Decor of Canada's officers/directors/shareholders currently
reside in Toronto, modern methods of transportation and

communication have significantly ameliorated its burden. McGee v.

International Life Ins. Co., 355 U.S. 220, 223, 78 S.Ct. 199, 201,

2 L.Ed.2d 223 (1957). Counterweighted by Florida's obvious

interest in stamping out the type of nefarious economic chicanery

alleged in Sculptchair's complaint and Sculptchair's natural

interest in obtaining relief for these alleged injustices, we have

no difficulty concluding that the exercise of personal jurisdiction

over Deena Rich and Chair Decor of Canada comports with traditional

notions of substantial justice and fair play. See Asahi, 480 U.S.

at 114, 107 S.Ct. at 1033 ("When minimum contacts have been

established, often the interests of the plaintiff and the forum ...

will justify even the serious burdens placed on the alien

defendant.").

III. CONCLUSION

We conclude that the district court has personal jurisdiction

over Deena Rich and Chair Decor of Canada. Accordingly we REVERSE

the judgment of the district court with respect to Deena Rich and

Chair Decor of Canada and REMAND for further proceedings consistent

with this opinion. We AFFIRM the order of the district court in

all other respects.