IN THE UNITED STATES COURT OF APPEALS

FOR THE FIFTH CIRCUIT

No. 16-60659

CEH ENERGY, L.L.C.; SHENZHEN CAREALL INVESTMENT HOLDINGS 

GROUP COMPANY, LIMITED, 

 Plaintiffs - Appellants

v.

KEAN MILLER, L.L.P.; STEPHEN HANEMANN,

 Defendants - Appellees

Appeal from the United States District Court

for the Southern District of Mississippi

USDC No. 2:15-CV-154

Before STEWART, Chief Judge, and WIENER and PRADO, Circuit Judges.

PER CURIAM:*

This action arose from the purchase of an interest in a prospective oil 

and gas well (the “Williams Well”) by Plaintiffs-Appellants CEH Energy, LLC 

(“CEH”) and Shenzhen Careall Investment Holdings Group Co., Ltd. 

(“Careall”) from Intrepid Drilling, LLC (“Intrepid”). Following their due 

diligence investigation of the Williams Well prospect, appellants retained

 

* Pursuant to 5TH CIR. R. 47.5, the court has determined that this opinion should not 

be published and is not precedent except under the limited circumstances set forth in 5TH 

CIR. R. 47.5.4.

United States Court of Appeals

Fifth Circuit

FILED

June 26, 2017

Lyle W. Cayce

Clerk

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No. 16-60659

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Defendant-Appellee Stephen Hanemann, an attorney at the Louisiana law 

firm of Defendant-Appellee Kean Miller, L.L.P. (“Kean Miller”), to represent 

them in the execution of a Participation Agreement. After the Williams Well 

proved unsuccessful, appellants sued appellees and others in federal court in 

Mississippi, claiming, inter alia, that appellees had committed various torts 

and violated various state and federal securities laws during this 

representation. According to appellants, they did not know that appellees also 

represented Intrepid and its owner, William Simmons, III (collectively the 

“Simmons defendants”). 

CEH is a Delaware limited liability company and a United States

subsidiary of Carreall, a Chinese investment company. Hanemann is a 

Louisiana resident, and Kean Miller is a Louisiana limited liability 

partnership. Simmons is a Mississippi resident, and Intrepid is a Mississippi 

limited liability company. The district court dismissed appellants’ claims 

against appellees for lack of personal jurisdiction.

We review de novo a district court’s dismissal for lack of personal 

jurisdiction under Rule 12(b)(2),1 and we review a district court’s factual 

findings for clear error.2 “[P]laintiff bears the burden of establishing a district 

court’s jurisdiction over a non-resident, but it need only make a prima facie 

case if the district court rules without an evidentiary hearing.”3

 

1 Allred v. Moore & Peterson, 117 F.3d 278, 281 (5th Cir. 1997). 

2 Irvin v. S. Snow Mfg., Inc., 517 F. App’x 229, 230 (5th Cir. 2013). 

3 Johnston v. Multidata Sys. Int’l Corp., 523 F.3d 602, 609 (5th Cir. 2008) (citing 

Wilson v. Belin, 20 F.3d 644, 648 (5th Cir. 1994)). 

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I.

STATE LAW CLAIMS

For non-federal claims, a federal court must determine whether both 

state law and the Due Process Clause of the Fourteenth Amendment permit

the exercise of personal jurisdiction over a non-resident defendant.4 Appellants 

assert jurisdiction under the tort prong of the Mississippi long-arm statute,

which confers jurisdiction over a non-resident defendant who “commits a tort 

in whole or in part in Mississippi.” 5

Appellants contend that appellees’ representation of the Simmons 

defendants provides the necessary tort nexus with Mississippi. Appellants 

wholly fail, however, to allege that appellees committed any tort, in whole or 

in part, in Mississippi. All acts alleged to give rise to appellants’ claims took 

place in Louisiana. Appellants have not shown that the district court may

exercise personal jurisdiction over appellees as to appellants’ state law claims

on the basis of the tort prong of the Mississippi long-arm statute.

II.

FEDERAL LAW CLAIMS

Appellants also allege violations of the Securities Exchange Act, which 

would provide for the district court’s exercise of personal jurisdiction over 

appellees.6 All of the parties agreed, and the district court stated, that when 

federal claims are asserted against a non-resident defendant “the relevant 

inquiry is whether the defendant has had minimum contacts with the United 

 

4 Smith v. DeWalt Prods. Corp., 743 F.2d 277, 278 (5th Cir. 1984). 

5 Walker v. World Ins. Co., 289 F. Supp. 2d 786, 788 (S.D. Miss. 2003); MISS. CODE 

ANN. § 13-3-57.

6 15 U.S.C. § 78aa(a).

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States.”7 Inexplicably, however, the district court dismissed appellants’ federal 

securities claims for what it stated was lack of personal jurisdiction by holding 

that appellants had “failed to allege sufficient facts to demonstrate loss 

causation, and their 10b-5 claim against [appellees] fails.” Even though the 

court did not analyze appellants’ federal claims on the basis of the applicable

standard for ruling on a motion to dismiss for lack of personal jurisdiction, “we 

may affirm for reasons other than those relied upon by the district court.”8 The

instant record confirms beyond cavil that appellants failed to plead facts 

sufficient to state a claim under federal securities laws because they did not

bear their burden of alleging loss causation.9 Thus, the district court did not 

err in dismissing appellants’ federal securities claims. 

III.

CONCLUSION

We affirm the judgment of the district court based on our review of the 

briefs, the record, the applicable law, and the oral arguments of counsel.

AFFIRMED.

 

7 Busch v. Buchman, Buchman & O’Brien, Law Firm, 11 F.3d 1255, 1258 (5th Cir. 

1994).

8 LLEH v. Wichita Cty., 289 F.3d 358, 364 (5th Cir. 2002) (citations omitted). On 

appeal, appellants did not raise the district court’s failure to apply the correct standard for 

determining a motion to dismiss for lack of personal jurisdiction. “This Court has repeatedly 

stated that the brief of the appellant is required to contain a statement of the issues presented 

for review and an argument portion which analyzes and supports those contentions. 

Consequently, issues not raised or argued in the brief are considered waived and thus will 

not be noticed or entertained by this Court on appeal.” Melton v. Teachers Ins. & Annuity 

Ass’n of Am., 114 F.3d 557, 561 (5th Cir. 1997). 9 See Robbins v. Koger Props., 116 F.3d 1441, 1447 (11th Cir. 1997).

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