FILED

United States Court of Appeals

Tenth Circuit

January 9, 2020

Christopher M. Wolpert

Clerk of Court

PUBLISH

UNITED STATES COURT OF APPEALS

TENTH CIRCUIT

DENTAL DYNAMICS, LLC, an

Oklahoma limited liability company,

Plaintiff - Appellant,

v.

JOLLY DENTAL GROUP, LLC, an

Arkansas limited liability company,

doing business as Jolly Family

Dentistry; SCOTT D. JOLLY, DDS,

an individual,

Defendants - Appellees.

No. 18-6107

APPEAL FROM THE UNITED STATES DISTRICT COURT

FOR THE WESTERN DISTRICT OF OKLAHOMA

(D.C. NO. 5:17-CV-01216-M)

Anthony W. Billings (Kevin R. Donelson and Socorro A. Dooley on the brief),

Fellers, Snider, Blankenship, Bailey & Tippens, P.C., Oklahoma City, Oklahoma,

for Appellant.

George S. Freedman, Spencer Fane LLP (Sarah R. Clutts, Spencer Fane LLP, and

Lance B. Phillips, Phillips Law Office, with him on the brief), Oklahoma City,

Oklahoma, for Appellee.

Before TYMKOVICH, Chief Judge, PHILLIPS and McHUGH, Circuit Judges.

TYMKOVICH, Chief Judge.
This case presents a question of personal jurisdiction. Namely, whether a

federal court sitting in Oklahoma has specific personal jurisdiction over Dr. Scott

Jolly—a dentist and Arkansas resident—and the limited liability company through

which he runs his dentistry practice, Jolly Dental Group, LLC. The plaintiff

below, Dental Dynamics, LLC, argues that three isolated business interactions and

an allegedly fraudulent contract suffice to establish federal court jurisdiction over

its breach of contract and fraud claims.

We disagree. With respect to Dental Dynamics’s breach of contract claim,

Jolly Dental’s contacts with Oklahoma are too random, fortuitous, and attenuated

to establish personal jurisdiction there. With respect to Dental Dynamics’s fraud

claim, we conclude that Dental Dynamics fails to show Dr. Jolly’s allegedly

tortious conduct sufficiently targeted Oklahoma to establish personal jurisdiction

there. Accordingly, we AFFIRM the district court’s dismissal of Dental

Dynamics’s claims for lack of personal jurisdiction.

I. Background

Dental Dynamics is an Oklahoma entity with its principal place of business

in Oklahoma. Kellie Haller is Dental Dynamics’s sole member and manager.

Dental Dynamics specializes in brokering transactions involving pre-owned dental

equipment between dentists across the United States. For any particular sale,

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“Dental Dynamics purchases the dental equipment directly from the seller dentist

and resells the equipment to the buyer dentist.” App. at 37.

Dr. Jolly is a dentist residing in Arkansas and is the owner, manager, or

member of Jolly Dental—an Arkansas entity with its principal place of business in

North Little Rock, Arkansas. Dr. Jolly operates his dentistry practice through

Jolly Dental.

Since 2008, Dr. Jolly has inquired into prospective business transactions

with Dental Dynamics on three occasions. First, in 2008, Dr. Jolly contacted

Dental Dynamics regarding the potential sale of a pre-owned piece of equipment

he owned. Haller informed Dr. Jolly that she could not sell the machine. Next, in

May 2017, Dr. Jolly engaged Dental Dynamics to broker the sale of a 2014

Planmex Promax MID X-Ray Unit (X-Ray unit) that is the subject of the present

lawsuit. Third, in June 2017, Dr. Jolly contacted Dental Dynamics regarding the

purchase of a separate X-Ray unit. Jolly Dental paid Dental Dynamics the

purchase price for this unit. But after a defect was discovered with the machine,

Dental Dynamics returned the purchase price to Jolly Dental.

1 The parties

prepared and executed these transactions through telephonic, email, and text

communications.

1 The record is silent on whether the X-Ray unit involved in the June 2017

transaction was ever shipped to Jolly Dental.

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Dental Dynamics’s present claims arise out of the second transaction. On

or around May 20, 2017, Dental Dynamics secured the sale of the X-Ray unit

from Jolly Dental to Dr. Joiner, a dentist practicing in California. On May 26,

2017, Jolly Dental, through Dr. Jolly, executed a bill of sale selling the X-Ray

unit to Dental Dynamics. The bill of sale represents that the X-Ray unit is in

“perfect working condition” and that the sale includes the X-Ray unit’s hardware,

software, manuals, and “all accessories and any other items pertaining” to the XRay unit. Id. at 14–15. The negotiations pertaining to the bill of sale were

conducted through text messages and email. To pay for the X-Ray unit and

associated items, “Dr. Joiner tendered the sales price to Dental Dynamics in

Oklahoma, and Dental Dynamics subsequently mailed a check . . . to Dr. Jolly.”

Id. at 36.

The bill of sale notes that “disassembly, packaging, and shipment” would

be handled by an independent support company. Id. at 14. Dental Dynamics does

not dispute that the X-Ray unit was shipped directly from Dr. Jolly’s offices in

Arkansas to Dr. Joiner’s offices in California without ever entering Oklahoma.

After receipt of the X-Ray unit, Dr. Joiner discovered that it was not in perfect

working condition as represented. Due to certain defects and missing hardware

and software, the X-Ray unit Dr. Joiner received was “worthless” in that it would

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“cost more to repair than to purchase a brand new [unit].” Id. at 9–10. Dr. Joiner

notified Dental Dynamics of the X-Ray unit’s unsatisfactory condition.

In turn, Dental Dynamics brought the present action in federal court in

Oklahoma, alleging breach of contract against Jolly Dental and fraud against Dr.

Jolly. Dental Dynamics alleges Jolly Dental breached its contractual obligations

outlined in the bill of sale by “failing to properly disassemble and crate the X-Ray

Unit; failing to provide the software and computer hardware required . . . and

materially misrepresenting the condition of the X-Ray Unit.” Id. at 10. With

respect to its fraud allegations, Dental Dynamics alleges Dr. Jolly knowingly

made false representations regarding the X-Ray unit’s condition and his intention

to satisfactorily disassemble and crate the X-Ray unit to induce Dental Dynamics

to secure the sale of the unit.

In response, Dr. Jolly and Jolly Dental (together Jolly Dental) moved to

dismiss the action for lack of specific personal jurisdiction. Jolly Dental argues it

lacks the requisite minimum contacts with Oklahoma to establish jurisdiction and

that, even if the minimum contacts test is satisfied, exercising jurisdiction would

be unreasonable.

The district court granted Jolly Dental’s motion, holding Dental Dynamics

failed to establish specific personal jurisdiction over either its breach of contract

or fraud claim. Dental Dynamics appealed, contending both that the district court

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erred in concluding it lacked personal jurisdiction over Jolly Dental and, in the

alternative, that the district court should have at least granted limited discovery

on the jurisdictional issues prior to dismissal.

II. Analysis

Before discussing the merits, we explain the standard of review on appeal

and the applicable legal framework.

A. Standard of Review

We review dismissals for lack of personal jurisdiction de novo. See Old

Republic Ins. Co. v. Cont’l Motors, Inc., 877 F.3d 895, 903 (10th Cir. 2017).

Dental Dynamics, as the plaintiff below, bears the burden of establishing personal

jurisdiction. See id. Where, as here, a complaint is dismissed at the preliminary

motion to dismiss stage based only upon the complaint and accompanying

affidavits, Dental Dynamics need only make a prima facie showing of personal

jurisdiction. See Dudnikov v. Chalk & Vermilion Fine Arts, Inc., 514 F.3d 1063,

1069 (10th Cir. 2008). Dental Dynamics must make this showing with respect to

each of the claims alleged. See 4A Charles A. Wright, Arthur R. Miller & Adam

N. Steinman, Federal Practice and Procedure § 1069.7 (4th ed. 2015) (“[I]t is

important to remember that a plaintiff also must secure personal jurisdiction over

a defendant with respect to each claim she asserts.”). Dental Dynamics may make

this showing through affidavits or other written materials. See AST Sports Sci.,

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Inc. v. CLF Distrib. Ltd., 514 F.3d 1054, 1057 (10th Cir. 2008). At this stage, all

factual disputes are resolved in Dental Dynamics’s favor. See Old Republic, 877

F.3d at 903. Conclusory allegations, however, need not be credited by this court

and “will not suffice to defeat a Fed. R. Civ. P. 12(b) motion.” Dudnikov, 514

F.3d at 1073.

B. Legal Framework

1. Personal Jurisdiction

To show personal jurisdiction over a nonresident in a diversity action,

Dental Dynamics must demonstrate that jurisdiction is proper under the laws of

the forum state—in this case Oklahoma—and that the exercise of jurisdiction

complies with the Due Process Clause of the Fourteenth Amendment. Walden v.

Fiore, 571 U.S. 277, 282 (2014); Fed. R. Civ. P. 4(k)(1)(A).

2 This requires us to

focus on state law, and particularly, the relevant state’s long-arm statute. That

statute establishes the extent to which the state intends its courts to exercise

jurisdiction over nonresidents. Oklahoma’s long-arm statute authorizes courts to

2 A defendant’s contacts with the forum state may give rise to two variants

of personal jurisdiction: general or specific. See Old Republic, 877 F.3d at 903.

General personal jurisdiction means a court may exercise jurisdiction over an outof-state party for any purpose. Id. Specific personal jurisdiction means a court

may exercise jurisdiction over an out-of-state party only if the cause of action

relates to the party’s contacts with the forum state. Id. at 904; see also Daimler

AG v. Bauman, 571 U.S. 117, 126–27 (2014). Dental Dynamics asserts specific

personal jurisdiction is the variant “principally at issue.” Aplt. Br. at 6. Because

Dental Dynamics advances no arguments in favor of general personal jurisdiction,

we treat specific personal jurisdiction as the only variant at issue.

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“exercise jurisdiction on any basis consistent with the Constitution of this state

and the Constitution of the United States.” Okla. Stat. Ann., tit. 12, § 2004(F).

Neither party raises any objection based on the Oklahoma constitution.

Accordingly, the analysis collapses into a single due process inquiry. See Old

Republic, 877 F.3d at 903; Newsome v. Gallacher, 722 F.3d 1257, 1264 (10th Cir.

2013).

The Due Process Clause authorizes personal jurisdiction if two elements are

met. First, a defendant must have “purposefully established minimum contacts

within the forum state.” Int’l Shoe Co. v. Washington, 326 U.S. 310, 316 (1945).

Second, the assertion of personal jurisdiction must comport with traditional

notions of fair play and substantial justice. See Burger King Corp. v. Rudzewicz,

471 U.S. 462, 476 (1985).

a. Minimum Contacts

The minimum contacts test for specific personal jurisdiction has two

requirements: (1) a defendant must have “purposefully directed its activities at

residents of the forum state,”

3

and (2) the plaintiff’s injuries must arise out of the

defendant’s forum-related activities. Old Republic, 877 F.3d at 904. With

respect to the first requirement, purposeful direction ensures that defendants will

3 The “purposeful direction” prong of the minimum contacts test is

sometimes referred to as the “purposeful availment” prong. See, e.g., Dudnikov,

514 F.3d at 1071 (noting the interchangeability of these terms).

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not be haled into court in foreign jurisdictions solely as a result of “random,

fortuitous, or attenuated contacts.” Burger King, 471 U.S. at 475. The mere

foreseeability of causing injury in another state is insufficient on its own to

establish purposeful direction. See Old Republic, 877 F.3d at 905.

With respect to the second requirement, ensuring the injury arises out of a

defendant’s forum related activities makes sure an adequate connection exists

between the forum and the underlying controversy. See id. at 908.

b. Fair Play and Substantial Justice

If the minimum contacts test is met, we must then assess whether exercising

personal jurisdiction would offend traditional notions of fair play and substantial

justice. See id. at 909. To do so, we consider the following factors: (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 resolution of

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

fundamental social policies. See id.; see also Pro Axess, Inc. v. Orlux Distrib.,

Inc., 428 F.3d 1270, 1279–80 (10th Cir. 2005).

Defendant’s showing under these factors operates on a “sliding scale.” AST

Sports Sci., 514 F.3d at 1061. The weaker a plaintiff’s showing with respect to

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minimum contacts, “the less a defendant need show in terms of unreasonableness

to defeat jurisdiction.” Id.

C. Application

We first address Dental Dynamics’s claims with respect to personal

jurisdiction and then turn to its request for additional discovery.

1. Personal Jurisdiction

We conclude Dental Dynamics fails to establish jurisdiction over either

claim because it cannot satisfy the purposeful direction prong of the minimum

contacts test.

4 Additionally, we find that it would not be reasonable to assert

jurisdiction even were the minimum contacts test satisfied.

a. Breach of Contract Claim

Analyzing purposeful direction with respect to Dental Dynamics’s breach

of contract claim requires us to look to Jolly Dental’s continuing “relationships

with the forum state and its residents.” Old Republic, 877 F.3d at 905; see also

Burger King, 471 U.S. at 472. Although contractual obligations may create

sufficient ties to establish jurisdiction, an out-of-state resident’s contract with a

resident of the forum state is insufficient, standing alone, to create personal

jurisdiction. See Burger King, 471 U.S. at 478; Benton v. Cameco Corp., 375

4

Jolly Dental does not meaningfully dispute that the “arising out of” prong

of the minimum contacts test is satisfied. Accordingly, we do not address that

prong here.

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F.3d 1070, 1077 (10th Cir. 2004). In Burger King, the Supreme Court eschewed

such “mechanical” tests in favor of looking to the “business negotiations,” “future

consequences” of the contract, and the “actual course of dealing” between the

parties. Burger King, 471 U.S. at 478–79.

Here, the record shows that the parties’ entire business relationship

comprises three transactions over nine years. None of these transactions was

negotiated or executed in person. Each transaction was a discrete occurrence,

unrelated to the others in any meaningful way. On only two occasions did the

parties reach an agreement, and only once—in the transaction subject to this

lawsuit—was that agreement substantially performed.

These contacts are insufficient to show purposeful direction. Each

transaction concerned the isolated sale or prospective sale of a piece of dental

equipment without any long-term or continuing obligations involving Oklahoma.

See Old Republic, 877 F.3d at 910 (finding no purposeful direction even where a

contract with a forum-state entity was accompanied by the parties’ contemplation

of “some potentially ongoing consequences” because the record lacked evidence

of “any significant course of dealing” or long-term contractual commitments

associated with the forum state). Moreover, the transactions implicated

Oklahoma in only an attenuated fashion, as Dental Dynamics serves as a broker in

transactions between dentists located across the United States. See C5 Med.

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Werks, LLC v. CeramTec GMBH, 937 F.3d 1319, 1325 (10th Cir. 2019) (holding

no purposeful direction established where a party attended numerous trade shows

in the forum state, but the location was selected by a third-party).

Dental Dynamics analogizes to Burger King, but the comparison confirms

no purposeful direction exists here. In Burger King, the Supreme Court found

minimal contacts satisfied due to a heavily negotiated and “carefully structured”

20-year franchise agreement that “envisioned continuing and wide-reaching

contacts” with the forum state. 471 U.S. at 478–80. But in this case none of

Burger King’s persuasive factors are present. The primary contract that Dental

Dynamics relies on is a two-page bill of sale negotiated over email that envisions

no enduring relationship between the parties and concerns only the sale of a

single piece of equipment that never physically passed through the forum state.

Dental Dynamics also urges personal jurisdiction is warranted in light of

the parties’ “ongoing business” relations and Jolly Dental’s “substantial

connection” with Oklahoma. See App. at 37 (averring that “Dental Dynamics and

Dr. Jolly and [Jolly Dental], by and through Dr. Jolly, were engaged in a business

relationship since approximately 2008”). Such conclusory allegations are

insufficient to establish jurisdiction. See Dudnikov, 514 F.3d at 1073. Nor does

the allegation that “Dr. Jolly and Ms. Haller exchanged text messages many

times” suffice. See Rambo v. Am. S. Ins. Co., 839 F.2d 1415, 1418 (10th Cir.

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1988) (“Ordinarily ‘use of the mails, telephone, or other international

communications simply do not qualify as purposeful activity.’” (quoting Peterson

v. Kennedy, 771 F.2d 1244, 1262 (9th Cir. 1985))).

In sum, the contemplated and executed business transactions between the

parties are too attenuated to demonstrate Jolly Dental established sufficient

minimum contacts with Oklahoma.

b. Fraud Claim

When analyzing tort-based claims such as Dental Dynamics’s fraud claim,

we look to “the harmful effects [of Dr. Jolly’s conduct] in the forum state” to

assess purposeful direction. Old Republic, 877 F.3d at 905. Purposeful direction

in this context has three elements: (1) an intentional action; (2) expressly aimed at

the forum state; and (3) with knowledge that the brunt of the injury would be felt

in the forum state. See Newsome, 722 F.3d at 1264–65; see also Dudnikov, 514

F.3d at 1072.

This framework for analyzing personal jurisdiction in the intentional tort

context stems originally from the Supreme Court’s decision in Calder v. Jones.

465 U.S. 783, 790 (1984) (holding personal jurisdiction in California proper in a

libel suit by a California resident against a Florida reporter). In Walden v. Fiore,

the Supreme Court elaborated on its holding in Calder. See 571 U.S. 277, 286–91

(2014). In Walden, a DEA agent in Georgia stopped two Nevadans who claimed

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to be professional gamblers returning home with approximately $97,000 in cash

winnings. The DEA agent seized the currency and drafted an affidavit in

conjunction with the forfeiture proceedings. The Nevadans filed suit in federal

court in Nevada alleging that the DEA agent tortiously drafted a false affidavit.

A divided Ninth Circuit held personal jurisdiction existed under Calder and its

progeny because the DEA agent “expressly aimed” his submission of the allegedly

false affidavit at Nevada by submitting the affidavit with knowledge that it would

affect persons with a significant connection to Nevada. See id. at 282.

The Supreme Court reversed. In doing so, the Court clarified that

knowledge of an alleged victim’s out-of-state status, standing alone, cannot

confer personal jurisdiction over a defendant engaging in allegedly tortious

activity. The Court reiterated that the focus of the personal jurisdiction analysis

is on the defendant’s relationship with the forum state, even in the intentional tort

context. See id. at 282–83 (“[T]he plaintiff cannot be the only link between the

defendant and the forum.”).

Subsequent case law from this court confirms a defendant’s interaction with

a plaintiff—even when allegedly tortious—is insufficient to establish personal

jurisdiction. See Rockwood Select Asset Fund XI (6)-1, LLC v. Devine, 750 F.3d

1178, 1180 (10th Cir. 2014) (holding alleged falsehoods in an opinion letter sent

from an out-of-state law firm defendant to a plaintiff in the forum state failed to

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establish jurisdiction); see also Anzures v. Flagship Rest. Grp., 819 F.3d 1277,

1282 (10th Cir. 2016) (“Walden teaches that personal jurisdiction cannot be based

on interactions with a plaintiff known to bear a strong connection to the forum

state.” (quoting Rockwood, 750 F.3d at 1180)); C5 Med. Werks, 937 F.3d at 1324

(“[M]erely interacting with a plaintiff known to bear a strong connection to the

forum state is not enough to establish jurisdiction.” (internal quotation marks and

citation omitted)).

These principles dictate the outcome here. As discussed above, Dental

Dynamics fails to show Dr. Jolly had any connections with Oklahoma outside of

the allegedly fraudulent misrepresentations and isolated incidents of outreach to

Dental Dynamics. These communications into the forum-state are insufficient to

establish Dr. Jolly “expressly aimed” his allegedly tortious misrepresentations at

Oklahoma. See Rockwood, 750 F.3d at 1180. Nor does the fact that Dr. Jolly

knew Dental Dynamics was an Oklahoma entity change this analysis. See C5

Med. Werks, 937 F.3d at 1324.

Dental Dynamics relies on two of our cases decided before Walden, but

neither is applicable. In Newsome, this court held personal jurisdiction existed

where Oklahoma, the forum state, was the “focal point” of the alleged tort.

Moreover, the defendants in Newsome had greater contacts with the forum state

than Dr. Jolly here. For instance, the defendants had ongoing managerial duties

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with respect to a company conducting business in the forum state and several had

traveled to the forum state. Newsome, 722 F.3d at 1262–63.

Similarly, in Dudnikov, we held personal jurisdiction existed in Colorado

over an out-of-state company that sought to shut down an online auction a

Colorado company was holding. See 514 F.3d 1063, 1070 (10th Cir. 2008).

Unlike the conduct in Dudnikov, the allegedly tortious conduct here is only

incidental to the forum state. Taking Dental Dynamics’s allegations as true, we

can at most conclude Dr. Jolly intentionally misrepresented the working condition

of the X-Ray unit to effectuate a sale to Dr. Joiner in California. The X-Ray unit

never passed through Oklahoma and the only effects felt in Oklahoma arose from

the incidental fact that the broker—Dental Dynamics—was located there.

Such incidental connections are insufficient to establish personal

jurisdiction.

c. Fair Play and Substantial Justice

Finally, even if the minimum contacts test were satisfied, we find the

exercise of personal jurisdiction would not comport with traditional notions of

fair play and substantial justice.

Looking first to the burden of mounting an out-of-state defense, we find

this factor weighs in Jolly Dental’s favor. Defending an action in Oklahoma

despite having no business dealings, property, or offices there is burdensome. See

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Medberg v. Goins, Rash & Cain, Inc., No. 15-CV-0054, 2015 WL 3486617, at

*17 (N.D. Okla. June 2, 2015).

The second factor—Oklahoma’s interest in adjudicating the dispute—is a

closer question. Oklahoma undoubtedly has an interest in providing residents

with a convenient forum for redressing grievances. Here that interest may be

mitigated because at least the breach of contract claim would likely be governed

by Arkansas law.

5

See id. at *18.

The third factor is not well addressed by the parties. Presumably Dental

Dynamics has an interest in receiving convenient relief in Oklahoma. Dental

Dynamics has failed, however, to put forward evidence indicating that litigating

this action in a separate forum, such as Arkansas, would practically foreclose

pursuit of the lawsuit. See OMI Holdings, Inc. v. Royal Ins. Co. of Canada, 149

F.3d 1086, 1097 (10th Cir. 1998).

5 Under Oklahoma law, a “contract is to be interpreted according to the law

and usage of the place where it is performed, or, if it does not indicate a place of

performance, according to the law and usage of the place where it is made.” Okla.

Stat. tit. 15 § 162. With respect to performance, the bill of sale requires certain

elements including “disassembly, packaging, and shipment” to occur in Arkansas.

App. at 14–15. With respect to the contract’s creation, certain elements occurred

in Oklahoma and certain elements occurred in Arkansas. Id. at 38. Dental

Dynamics presents no argument that the breach of contract claim would be subject

to Oklahoma, as opposed to Arkansas, law. Accordingly, without deciding the

choice-of-law question, we find the potential application of Arkansas law

mitigates, to some degree, Oklahoma’s otherwise present interest in providing a

convenient forum for relief.

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The fourth factor, the judicial system’s interests, weighs slightly in favor of

Jolly Dental as the majority of parties, witnesses, and evidence exists outside of

Oklahoma. See id.

The final factor is neutral as neither party advances any fundamental social

policies weighing in their favor.

Taken together, these considerations weigh in Jolly Dental’s favor,

especially considering the lesser showing required in light of Dental Dynamics’s

inability to establish minimum contacts. See AST Sports Sci., 514 F.3d at 1061.

It is unreasonable to require Jolly Dental to defend an action in Oklahoma where

the central allegations concern the sale and shipment of equipment from Arkansas

to California. This holds especially where Dental Dynamics has failed to show

any hardship associated with pursuing this litigation in a more sensible forum.

2. Dental Dynamics’s Discovery Request

Dental Dynamics contends, in the alternative, that even if the present

evidence is insufficient to establish personal jurisdiction, it should have been

permitted to supplement the record with limited discovery in lieu of having its

claims dismissed. We see no merit in this argument.

District courts are endowed with broad discretion over discovery, including

whether to grant discovery requests with respect to jurisdictional issues. See

Budde v. Ling-Temco-Vought, Inc., 511 F.2d 1033, 1035 (10th Cir. 1975).

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Denials of discovery requests are accordingly reviewed for abuse of discretion.

See id. A district court abuses its discretion in denying a jurisdictional discovery

request where the denial prejudices the party seeking discovery. Dutcher v.

Matheson, 840 F.3d 1183, 1195 (10th Cir. 2016); Sizova v. Nat’l Inst. of

Standards & Tech., 282 F.3d 1320, 1326 (10th Cir. 2002). Prejudice exists where

“pertinent facts bearing on the question of jurisdiction are controverted . . . or

where a more satisfactory showing of the facts is necessary.” Sizova, 282 F.3d at

1326 (quoting Wells Fargo & Co. v. Wells Fargo Express Co., 556 F.2d 406, 430

n.24 (9th Cir. 1977)). The party seeking discovery bears the burden of showing

prejudice. See Breakthrough Mgmt. Grp., Inc. v. Chukchansi Gold Casino and

Resort, 629 F.3d 1173, 1189 n.11 (10th Cir. 2010).

Dental Dynamics fails to carry its burden with respect to showing

prejudice. Dental Dynamics points to no relevant facts in dispute. Instead,

Dental Dynamics seeks additional discovery based only on speculation that

“[l]imited discovery on . . . [Jolly Dental’s] business relationship would likely aid

Dental Dynamics in establishing personal jurisdiction.” Aplt. Br. at 23. As we

and others have held, pure speculation as to the existence of helpful facts is

insufficient, as a matter of law, to constitute the type of prejudice that warrants

reversing the district court in the area of discovery management. See

Breakthrough Mgmt. Grp., 629 F.3d at 1189–90 (citing with approval Boschetto v.

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Hansing, 539 F.3d 1011, 1020 (9th Cir. 2008) (holding the district court’s denial

of a request for jurisdictional discovery was not an abuse of discretion where the

request was based on “little more than a hunch that it might yield jurisdictionally

relevant facts”)); Dutcher v. Matheson, 840 F.3d at 1195; Leema Enters., Inc. v.

Willi, 575 F. Supp. 1533, 1536 (S.D.N.Y. 1983) (denying jurisdictional discovery

based on “mere speculation” that jurisdictionally relevant facts existed).

Accordingly, we cannot say the district court abused its discretion by

denying Dental Dynamics’s request for additional discovery.

III. Conclusion

For the foregoing reasons, we AFFIRM the judgment of the district court.

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