PREP Tours Inc. v. American Youth Soccer Org.

United States Court of Appeals
For the First Circuit

No. 17-1223

PREP TOURS, INC.,

Plaintiff-Appellant,

v.

AMERICAN YOUTH SOCCER ORGANIZATION; DOWNEY AYSO REGION 24;
ARMANDO RODRÍGUEZ, in his capacity as Director and/or Officer
and/or member of the Board of Directors of Downey AYSO Region
24; RAMÓN AGUILAR, in his capacity as Director and/or Officer
and/or member of the Board of Directors of Downey AYSO Region
24; CARL JACKSON, in his capacity as Director and/or Officer
and/or member of the Board of Directors of Downey AYSO Region
24; ALICIA RAMÍREZ, in her capacity as Director and/or Officer
and/or member of the Board of Directors of Downey AYSO Region
24; JOHN DOE; RICHARD DOE; BOB DOE;
INSURANCE COMPANY A; INSURANCE COMPANY B,

Defendants-Appellees.

APPEAL FROM THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF PUERTO RICO

[Hon. Pedro A. Delgado-Hernández, U.S. District Judge]

Before

Torruella, Lipez, and Barron,
Circuit Judges.

Steven J. Torres, with whom Brooks L. Glahn, Torres Scammon
Hincks & Day LLP, Darío Rivera-Carrasquillo, Giancarlo Font, and
Rivera-Carrasquillo, Martínez & Font were on brief, for appellant.
Alan P. Dagen, with whom The Law Offices of Seda & Alan P.
Dagen, P.A., Luis A. Oliver-Fraticelli, and Adsuar Muñiz Goyco
Pérez-Ochoa, P.S.C. were on brief, for appellees.

January 8, 2019
 BARRON, Circuit Judge. This appeal raises a now familiar

issue: when do remote communications by email and telephone give

rise to the kind of connection to a forum state or territory that

justifies the exercise of personal jurisdiction in that forum over

an out-of-forum defendant? The issue comes to us in this case via

the diversity suit in the United States District of Puerto Rico

that a Puerto Rico tour company brought against a California youth

soccer organization and related defendants. The tour company

alleges in this suit that the defendants, by first requesting that

the tour company make an offer for a potential soccer trip to

Puerto Rico for some of the organization's teams and their families

but then declining after further communications to book the tour,

breached duties that the organization owed to it under Puerto Rico

contract and tort law. In response to the defendants' motion, the

District Court dismissed both the contract and tort claims for

lack of personal jurisdiction. We now affirm that order.

I.

American Youth Soccer Organization ("AYSO") is a

nonprofit entity incorporated and headquartered in California.1

1 "We derive our recitation of the case's facts from [the
plaintiff's] properly documented evidentiary proffers and from
those portions of the defendants' proffers that are undisputed."
Copia Commc'ns, LLC v. Amresorts, LP, 812 F.3d 1, 2 (1st Cir.
2016).

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The other defendants are Downey AYSO Region 24 ("Region 24") and

four volunteers for Region 24.

Region 24 is a regional chapter of AYSO from Downey,

California. Region 24 is not a separate legal entity from AYSO.

The four Region 24 volunteers served at all relevant

times as, respectively, Region 24's commissioner (Armando

Rodríguez), assistant commissioner (Ramón Aguilar), treasurer

(Carl Jackson), and volunteer coordinator (Alicia Ramírez). All

four individuals are residents of California.

PREP TOURS, Inc. ("PREP Tours") is the plaintiff.2 It

is a Puerto Rico corporation that, according to the complaint,

"specializes in student cultural immersion educational field

trips" and is "dedicated to servicing and organizing educational

soccer tours for student athletes and soccer clubs focusing on

friendly soccer games in Puerto Rico."

On Friday, November 2, 2012, Ramírez emailed PREP Tours

from California to ask for a price quote and for what the company

could "offer" regarding an all-inclusive trip to Puerto Rico for

"[a]pproximately 60 players and their families." Ramírez informed

the tour company in that email that Region 24 was also gathering

2
The covers of PREP Tours's briefs list additional
plaintiffs, but neither the complaint nor the District Court's
judgment identifies any additional plaintiff other than PREP
Tours. And the notice of appeal specifies only PREP Tours as the
party taking this appeal. See Rosario-Torres v. Hernandez-Colon,
889 F.2d 314, 316-17 (1st Cir. 1989).

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information about alternative destinations, like Hawaii and

Mexico.

PREP Tours responded that very same Friday by sending

via email a promotional brochure regarding the "unique soccer

program" in the Puerto Rico cities of San Juan and Rincón that it

offered visiting youth soccer teams. The tour company also emailed

Ramírez, after the weekend, a proposed itinerary based on the San

Juan and Rincón tour described in the brochure, which PREP Tours

described as "a tentative rough draft." There followed,

intermittently over the next four months, emails and telephone

calls, as well as at least one text message, between the parties

concerning the possible trip. During these ensuing

communications, Ramírez informed PREP Tours that Region 24 was

considering competing offers on a possible trip to Puerto Rico

from three alternative travel agencies, at least one of which was

not based in Puerto Rico.

Before Region 24 made a decision about the trip, a travel

agency in Florida, Hakuna Matata Group Tours, LLC, contacted

Ramírez by email concerning possible flights. The complaint says

that Hakuna Matata was "designated by PREP Tours" to handle the

soccer teams' flight arrangements.

Hakuna Matata later emailed Ramírez with information for

wiring it money as a deposit on the airline flights. Region 24's

treasurer, Jackson, thereafter emailed Hakuna Matata to say that

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he could wire transfer the money to Hakuna Matata's account the

next day, January 25.

Jackson did not wire the money. Ramírez did write PREP

Tours on January 25, however, to say that the commissioner,

assistant commissioner, and treasurer of Region 24 still had "to

go through everything with a fine tooth-comb."

The record references no further communications between

any of the parties until the ones that were made on February 25,

2013. On that day, PREP Tours emailed Region 24's commissioner,

assistant commissioner, and treasurer to follow up on the status

of its offer.

The commissioner, Rodríguez, responded that same day

with an email telling PREP Tours that the assistant commissioner,

Aguilar, was "still working on logistics." He then sent a later

email that instructed PREP Tours to disregard this first email.

Aguilar had responded in the interim by informing PREP Tours that

"[a]fter reviewing all proposals from the 3 compan[ies] we decided

to go with a local company."

Just short of two years later, PREP Tours sued AYSO,

Region 24, and the four volunteers in the United States District

Court for the District of Puerto Rico, seeking a minimum of

$640,000 in damages. The complaint alleged that the defendants

were liable under the Puerto Rico tort doctrine of culpa in

contrahendo, "which requires parties to negotiate in good faith."

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Ysiem Corp. v. Commercial Net Lease Realty, Inc., 328 F.3d 20, 23

(1st Cir. 2003) (citation omitted). The complaint also alleged a

breach-of-contract claim under Puerto Rico law. The complaint

asserted that the contract was created by: (1) the email from

Region 24's treasurer to Hakuna Matata in Florida, saying that he

could wire money to that third-party travel agency in order to

make a deposit on the airline flights; and (2) other

"representations" made by the defendants. The complaint did not

allege what the contract's terms were, but it did allege that the

defendants were in breach of the contract.

The defendants moved to dismiss PREP Tours's claims

under Federal Rule of Civil Procedure 12(b)(2) for lack of personal

jurisdiction, and the defendants submitted affidavits with their

motion. An affidavit from AYSO's deputy executive director as

well as affidavits from the individual defendants each averred

that the "only contacts" that existed between the defendants and

PREP Tours consisted of "the preliminary communications between

some of [the Region 24] volunteers and the travel agency with whom

they communicated in an effort to obtain pricing and information

for a potential trip for some of [Region 24's] youth soccer teams."

PREP Tours's brief in opposition to the defendants'

motion to dismiss included a number of evidentiary submissions

attached as exhibits. The submissions included copies of the

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communications exchanged between the parties during the relevant

four-month period.

Neither party requested an evidentiary hearing following

the defendants' motion challenging personal jurisdiction, nor did

the District Court conduct one. The District Court instead used

what we have referred to as "the prima facie standard" to assess

whether PREP Tours had met its burden to justify the exercise of

personal jurisdiction in Puerto Rico over the defendants. Boit v.

Gar-Tec Prods., Inc., 967 F.2d 671, 675-76 (1st Cir. 1992)

(emphasis omitted); see also A Corp. v. All Am. Plumbing, Inc.,

812 F.3d 54, 58 (1st Cir. 2016) (explaining that the plaintiff

bears the burden to establish that personal jurisdiction exists

over the defendant).

Under this standard, a district court "consider[s] only

whether the plaintiff has proffered evidence that, if credited, is

enough to support findings of all facts essential to personal

jurisdiction." Boit, 967 F.2d at 675. "To make a prima facie

showing of this calib[er], the plaintiff ordinarily cannot rest

upon the pleadings, but is obliged to adduce evidence of specific

facts." Foster-Miller, Inc. v. Babcock & Wilcox Can., 46 F.3d

138, 145 (1st Cir. 1995) (citing Boit, 967 F.2d at 675).

In July of 2016, the District Court granted the

defendants' motion to dismiss PREP Tours's claims without

prejudice for lack of personal jurisdiction. The District Court

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reasoned that, although the defendants reached out to PREP Tours

regarding the trip, they "repeatedly communicated to [PREP Tours]

that officials had not made a final decision in regards to the

trip" and that the "unilateral" actions undertaken by PREP Tours

in Puerto Rico in response were insufficient to establish personal

jurisdiction over the defendants as to any of PREP Tours's claims.

PREP Tours now appeals. Our review of the District

Court's judgment is de novo. See Boit, 967 F.2d at 675. "Reviewing

a decision made under the prima facie standard, we must accept

[the plaintiff's] properly documented evidentiary proffers as true

and construe them in the light most favorable to [the plaintiff's]

jurisdictional claim." A Corp., 812 F.3d at 58 (citing Phillips

v. Prairie Eye Ctr., 530 F.3d 22, 26 (1st Cir. 2008)). "But we

will also consider facts offered by [the defendants], to the extent

that they are not disputed." Id. (citing Daynard v. Ness, Motley,

Loadholt, Richardson & Poole, P.A., 290 F.3d 42, 51 (1st Cir.

2002)).

II.

PREP Tours conceded below, as it must, that the District

Court lacks general jurisdiction over the defendants because the

defendants do not have "continuous and systematic" contacts with

Puerto Rico. Goodyear Dunlop Tires Operations, S.A. v. Brown, 564

U.S. 915, 919 (2011). PREP Tours nevertheless contends that the

District Court erred in dismissing its claims because the District

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Court does have "specific or case-linked" jurisdiction over the

defendants as to both of its claims. Id. Jurisdiction on this

basis "depends on an affiliatio[n] between the forum and the . .

. controversy" underlying the plaintiff's claims. Id. (alteration

in original) (internal quotation marks omitted).

"When . . . the lens of judicial inquiry narrows to focus

on specific jurisdiction . . . . the applicable constitutional

limits assume critical importance." Foster-Miller, 46 F.3d at

144. Those limits, arising from the Due Process Clause of the

Fourteenth Amendment to the United States Constitution, permit a

court to exercise jurisdiction over an out-of-forum defendant only

if, with respect to the claims at issue, the defendant has "certain

minimum contacts with [the forum] such that the maintenance of the

suit does not offend 'traditional notions of fair play and

substantial justice.'" Int'l Shoe Co. v. Washington, 326 U.S.

310, 316 (1945) (quoting Milliken v. Meyer, 311 U.S. 457, 463

(1940)).3

3
"The requirements of International Shoe . . . must be met
as to each defendant over whom a state court exercises
jurisdiction." Rush v. Savchuk, 444 U.S. 320, 332 (1980). The
parties dispute whether, under the facts of this case, we may
attribute the various defendants' combined forum contacts to each
individual defendant for the purposes of the personal jurisdiction
analysis. Because even the combined forum contacts are
constitutionally insufficient, however, we need not decide who is
right.

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 To determine whether the exercise of specific

jurisdiction in the forum over an out-of-forum defendant conforms

to that federal constitutional test, three requirements must be

met:

First, the claim underlying the litigation
must directly arise out of, or relate to, the
defendant's forum-state activities. Second,
the defendant's in-state contacts must
represent a purposeful availment of the
privilege of conducting activities in the
forum state, thereby invoking the benefits and
protections of that state's laws and making
the defendant's involuntary presence before
the state's courts foreseeable. Third, the
exercise of jurisdiction must . . . be
reasonable.

United Elec., Radio & Mach. Workers of Am. v. 163 Pleasant St.

Corp., 960 F.2d 1080, 1089 (1st Cir. 1992).

This inquiry is highly "fact-specific." Id. As the

Supreme Court has explained, the constitutional test is "not

susceptible of mechanical application; rather, the facts of each

case must be weighed to determine whether the requisite

'affiliating circumstances' are present." Kulko v. Superior Court

of Cal., 436 U.S. 84, 92 (1978) (quoting Hanson v. Denckla, 357

U.S. 235, 246 (1958)). Moreover, "this determination is one in

which few answers will be written 'in black and white. The greys

are dominant and even among them the shades are innumerable.'"

Id. (quoting Estin v. Estin, 334 U.S. 541, 545 (1948)).

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 III.

We begin with the requirement that PREP Tours's claims

must relate to the defendants' contacts with Puerto Rico. This

"flexible, relaxed standard" for assessing relatedness requires

that there be only a "demonstrable nexus" between the complaint's

claims and the activities in the forum that properly may be

attributed to the defendants, such that "the litigation itself is

founded directly on those activities." Adelson v. Hananel, 652

F.3d 75, 81 (1st Cir. 2011) (quoting N. Laminate Sales, Inc. v.

Davis, 403 F.3d 14, 25 (1st Cir. 2005); Hannon v. Beard, 524 F.3d

275, 279-80 (1st Cir. 2008)).

PREP Tours contends that, as to each of its claims, the

defendants' "related" forum contacts are the defendants' remote

communications with the Puerto Rico-based tour company during the

four-month period beginning with Ramírez's initial inquiry email

and the activities that PREP Tours undertook from Puerto Rico

during those four months in response to those communications.4

PREP Tours contends that its tort claim alleging that the

defendants negotiated in bad faith arises from the defendants'

4
PREP Tours does point out that the AYSO teams eventually
traveled to Puerto Rico in July of 2013. But, this trip occurred
several months after the communications between the parties from
which PREP Tours asserts that their claims arise, and PREP Tours
makes no argument that their claims also arise from this trip.
See Carreras v. PMG Collins, LLC, 660 F.3d 549, 554 (1st Cir.
2011).

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contacts with Puerto Rico because it was through the defendants'

remote communications with the tour company that the defendants

acted in bad faith, resulting in harm to the tour company in Puerto

Rico in consequence of, at least in part, the activities that PREP

Tours undertook in Puerto Rico in response to those communications.

PREP Tours contends that its breach-of-contract claim arises from

these same set of contacts, as the remote communications between

the parties and the actions that the tour company undertook in

response to them provide the basis for the claim that the

defendants reached into Puerto Rico to enter into the alleged

contract and then breached it. See Daynard, 290 F.3d at 52

(explaining that, with respect to a breach-of-contract claim, we

focus on "the parties' 'prior negotiations and contemplated future

consequences, along with the terms of the contract and the parties'

actual course of dealing'" (quoting Burger King Corp. v. Rudzewicz,

471 U.S. 462, 479 (1985))).

The defendants counter that PREP Tours's claims do not

in fact arise from their remote communications with the tour

company or the activities in Puerto Rico that PREP Tours claims to

have taken in response to those communications. The defendants

contend that their conduct that allegedly breached both their duty

to negotiate in good faith and their alleged contract with PREP

Tours was their decision to book the trip through a different

company, which was a decision that they made outside of Puerto

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Rico. Moreover, as far as the breach-of-contract claim is

concerned, the defendants point out that the complaint's only non-

conclusory allegation that a contract existed between the parties

is based on an email that was sent by Region 24's treasurer in

California to a travel agency, Hakuna Matata, that is located in

Florida and that has no connection to Puerto Rico.

The District Court agreed with PREP Tours that the

relatedness requirement for case-linked jurisdiction is met as to

both the tort and contract claims, but we need not decide whether

the District Court was right. Even if the defendants' remote

communications with PREP Tours and PREP Tours's activities in

Puerto Rico in response relate to PREP Tours's claims, PREP Tours

must also show that the defendants purposefully availed themselves

of the privilege of conducting activities in Puerto Rico through

these contacts. See United Elec., 960 F.2d at 1089. And, as we

next explain, the District Court rightly concluded that PREP Tours

failed to do so. Accordingly, we turn to the purposeful availment

inquiry, assuming that the contacts that PREP Tours identifies as

being related to its claims are in fact related to them.5

5 Given this conclusion, we also do not need to reach the
reasonableness requirement of the due process analysis. Nor do we
need to reach the issue of whether personal jurisdiction is
permitted under Puerto Rico's long-arm statute. See Ticketmaster-
N.Y., Inc. v. Alioto, 26 F.3d 201, 204 (1st Cir. 1994) (explaining
that, in order to assert specific jurisdiction over an out-of-
forum defendant, a federal court sitting in diversity "must find

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 IV.

To explain why we agree with the District Court that

PREP Tours has not satisfied the purposeful availment requirement

as to any of its claims, we first need to describe that requirement

in more detail. With that legal background in place, we then can

explain why we conclude that PREP Tours, on this record, fails to

make the requisite showing.

A.

To show that the defendants purposefully availed

themselves of the privilege of conducting activities in the forum,

PREP Tours must demonstrate that the defendants established a

"substantial connection" with Puerto Rico. Burger King, 471 U.S.

at 475 (quoting McGee v. Int'l Life Ins. Co., 355 U.S. 220, 223

(1957)). Put otherwise, PREP Tours must point to "some act by

which the defendant[s] purposefully avail[ed] [them]sel[ves] of

the privilege of conducting activities within the forum State,

thus invoking the benefits and protections of its laws." Id.

(quoting Hanson, 357 U.S. at 253).

By requiring the plaintiff to establish such a

substantial connection between the out-of-forum defendant and the

forum, we ensure that it is "fair to require defense of the action

in the forum." Kulko, 436 U.S. at 91 (citing Milliken, 311 U.S.

contacts that, in the aggregate, satisfy the requirements of both
the forum state's long-arm statute and the Fourteenth Amendment").

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at 463-64). The purposeful availment requirement in this way

"represents a rough quid pro quo: when a defendant deliberately

targets its behavior toward the society or economy of a particular

forum, the forum should have the power to subject the defendant to

judgment regarding that behavior." Carreras, 660 F.3d at 555

(citing J. McIntyre Mach., Ltd. v. Nicastro, 564 U.S. 873, 879

(2011) (plurality op.)).

The flip side of this deal, however, is that when the

out-of-forum defendant has not "manifestly . . . availed himself

of the privilege of conducting business there," it would be

"unreasonable to require [the defendant] to submit to the burdens

of litigation in that forum[.]" Burger King, 471 U.S. at 476.

And, in accord with this understanding of the purposeful availment

requirement, we have explained that "the two cornerstones of

purposeful availment" are "voluntariness" and "foreseeability."

Ticketmaster-N.Y., 26 F.3d at 207.

"Voluntariness requires that the defendant's contacts

with the forum state 'proximately result from actions by the

defendant himself.'" Phillips, 530 F.3d at 28 (quoting Burger

King, 471 U.S. at 475). Accordingly, the Supreme Court has

explained that any contacts that cannot be attributed

"proximately" to the defendant's own activities constitute

"unilateral" activity that cannot establish purposeful availment.

See Burger King, 471 U.S. at 475.

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 In addition, the Supreme Court has described the

"benchmark" for purposeful availment in terms of a particular "kind

of foreseeability." Id. at 474 (quoting World-Wide Volkswagen

Corp. v. Woodson, 444 U.S. 286, 295 (1980)); see also Donatelli v.

Nat'l Hockey League, 893 F.2d 459, 464 (1st Cir. 1990) (discussing

the Court's introduction of this "explicit 'foreseeability'

element into the liturgy of minimum contacts"). Specifically, the

Supreme Court has explained that "the foreseeability that is

critical to due process analysis . . . is that the defendant's

conduct and connection with the forum State are such that he should

reasonably anticipate being haled into court there." Burger King,

471 U.S. at 474 (quoting World-Wide Volkswagen, 444 U.S. at 297).

For this reason, too, a plaintiff's "unilateral activity" cannot

establish the requisite connection between the defendants and the

forum jurisdiction. Id. at 474-75 (quoting Hanson, 357 U.S. at

253).

There is good reason to focus on whether out-of-forum

defendants could foresee being haled into a court in the forum

from the connection that they are said to have with the forum.

Such a focus for the inquiry "gives a degree of predictability to

the legal system" because it "allows potential defendants to

structure their primary conduct with some minimum assurance as to

where that conduct will and will not render them liable to suit."

World-Wide Volkswagen, 444 U.S. at 297.

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 Notably, the fact that a defendant directly contacted

the plaintiff in the forum only remotely by Internet or telephone,

as allegedly happened here, does not preclude the defendant from

having the substantial connection to the forum that is necessary

to satisfy the purposeful availment requirement. See Burger King,

471 U.S. at 476. Such remote communications are often the primary

means by which business relationships are forged and conducted.

See id.

But, as the Supreme Court has noted, the application of

the rule prohibiting a plaintiff's unilateral activity from

establishing the requisite foreseeable substantial connection

between the defendant and the forum "will vary with the quality

and nature of the defendant's activity." Id. at 474-75 (quoting

Hanson, 357 U.S. at 253). Thus, the fact that the communications

occurred remotely may well be relevant to the inquiry. And, to

that very point, we have recently observed that three factors have

been the "hing[e]" in our past assessment of purposeful availment

in cases in which remote communications supplied the predicate for

the contacts that ground specific or case-linked personal

jurisdiction over an out-of-forum defendant: "the defendant's in-

forum solicitation of the plaintiff's services, the defendant's

anticipation of the plaintiff's in-forum services, and the

plaintiff's actual performance of extensive in-forum services."

Copia, 812 F.3d at 6 (emphasis added) (describing the factors from

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C.W. Downer & Co. v. Bioriginal Food & Sci. Corp., 771 F.3d 59

(1st Cir. 2014), and Cossart v. United Excel Corp., 804 F.3d 13

(1st Cir. 2015)).

B.

Against this background, we now must assess whether the

showing that PREP Tours has made regarding both the nature and

quality of the defendants' activities and the activities that PREP

Tours engaged in that relate to the contract and tort claims at

issue satisfies the purposeful availment requirement. PREP Tours

relies on the three factors identified in Copia in asserting that

its showing as to these activities does suffice. And so we need

to address what PREP Tours has to say about how these activities

relate to each of these factors.6

6 The dissent suggests that it is focusing only on the
plaintiff's tort claim because it "reveals so clearly the error in
the majority's purposeful availment analysis and unfairness of the
outcome." See Diss. Op. 44 n.27. But, we do not see how the
distinction between the tort claim and the contract claim matters
to the purposeful availment inquiry, or how the focus on the tort
claim reveals any unfairness with respect to the lack of personal
jurisdiction over the defendant in Puerto Rico that would not be
equally evident if we focused on the contract claim. After all,
while the dissent cites to much precedent explicating Puerto Rico
tort law, the purposeful availment test does not derive its content
from local law. It derives its content from the requirements of
a federal constitutional protection. And Copia holds that this
protection requires a showing that the out-of-forum defendant,
through voluntary contacts making the forum's assertion of
jurisdiction over him foreseeable, has established a greater tie
to that forum than was determined to be present there. See 812
F.3d at 6. Nothing in the way that Puerto Rico has chosen to
define the elements of this tort claim, therefore, can permit us

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 PREP Tours does point to aspects of the record that bear

on each one of these three factors. As to solicitation, we agree

with PREP Tours that the record shows that one of the Region 24

volunteers, Ramírez, voluntarily reached out (remotely) from

to conclude that a lesser tie than was present in Copia may suffice
to satisfy the federal constitutional minimum that we discerned in
that case. And the dissent cites no case indicating to the
contrary.
Of course, in some cases, the defendant's contacts with the
forum jurisdiction that are related to a plaintiff's tort claim
might differ from those related to its contract claim, such that
the purposeful availment inquiry with respect to each claim might
require an assessment of distinct contacts. See Phillips Exeter
Acad. v. Howard Phillips Fund, 196 F.3d 284, 288-89 (1st Cir. 1999)
(explaining that the relatedness inquiry is done "on a claim-by-
claim basis" because it depends on the nexus between the alleged
in-forum contacts and the "elements of the cause of action"). In
Copia, for example, because the plaintiffs pressed a contract
claim, we only considered the defendants' "relevant, i.e.,
contract-related, dealings with" the plaintiff for the purposeful
availment analysis. 812 F.3d at 5. But, as we have explained,
see supra p.14, and as the dissent acknowledges, see Diss. Op. 44
n.27, we are proceeding on the assumption in this case that the
contract and tort claims arise from the same alleged "activity or
. . . occurrence[] . . . in the forum State," Goodyear, 564 U.S.
at 919, and thus we consider precisely the same set of contacts as
to both claims. Accordingly, our purposeful availment analysis is
precisely the same as to both claims, nor does the plaintiff ask
us to proceed otherwise.
Thus, we must decide whether those contacts suffice to
establish a more substantial connection between the defendants and
the forum here than Copia found to be present there. In doing so,
however, we do not thereby purport to address the merits of either
the contract or the tort claim, as our inquiry concerns only the
legal propriety of making Puerto Rico the forum jurisdiction for
the claims. And, with respect to that inquiry, the "fairness"
concern that matters relates not to how Puerto Rico defines its
tort law, but to how the relevant precedents construe the Due
Process Clause to define purposeful availment.

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California to PREP Tours in Puerto Rico in order to ask for a price

quote and for what the company could "offer" as a proposed trip

for roughly sixty soccer players and their families. We can also

agree that the defendants should have reasonably anticipated that

some action would be undertaken by PREP Tours in Puerto Rico in

response to that inquiry -- such as replying with a proposed

itinerary -- given that the defendants knew that PREP Tours was

located there. And, finally, we can see no reason to doubt that

some foreseeable action was then actually undertaken by PREP Tours

in Puerto Rico.

But, even granting all that, as we will next explain,

the factors that we identified in Copia are not present here "to

remotely the same degree" as they were in our other cases on which

PREP Tours relies in arguing that the purposeful availment

requirement is met. Copia, 812 F.3d at 6. And, in light of that

fact and our review of the relevant contacts as a whole, we

conclude, as we did in Copia itself, that the in-forum plaintiff

did not meet its burden to satisfy the purposeful availment

requirement as to any of its claims.7

7
In arguing that the purposeful availment requirement is
satisfied, PREP Tours asserts on appeal that the parties had forged
a contract because the defendants ultimately "agreed on a final
itinerary and cost . . . and agreed to proceed with the trip that
PREP Tours had planned at the Defendants' request." But, in making
that conclusory assertion on appeal, PREP Tours does not develop
any challenge to the District Court's ruling below in which the

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 1.

We start by considering the showing that PREP Tours made

regarding the nature and quality of the defendants' activities in

the forum as they relate to the Copia factors. Those in-forum

defendant activities consist exclusively of the defendants' remote

communications with PREP Tours concerning the trip.

District Court rejected PREP Tours's contention that the Region 24
treasurer's email with a third party -- Hakuna Matata -- could
show that a contract existed between PREP Tours and the defendants.
Nor does PREP Tours point on appeal to any non-conclusory
allegation in the complaint (or the record) showing that a contract
did exist between the parties. See Soto-Torres v. Fraticelli, 654
F.3d 153, 156 (1st Cir. 2011).
Moreover, PREP Tours also does not develop any argument about
how the alleged contract bears on the purposeful availment inquiry
as to the assertion of personal jurisdiction with respect to either
the contract or tort claims. For example, PREP Tours does not
argue to us -- and did not argue below -- that purposeful availment
exists due to services that the tour company would foreseeably
provide in the forum under the contract, or due to any other
"contemplated future consequences" under the contract. Daynard,
290 F.3d at 52 (quoting Burger King, 471 U.S. at 479). In fact,
PREP Tours nowhere alleges -- either below or on appeal -- what
the terms of the purported contract even were. We have repeatedly
made clear, however, that an out-of-forum party's contract with an
in-forum party is not in and of itself sufficient to establish
personal jurisdiction over the out-of-forum party, even where the
plaintiff's claims include non-contract claims. See United States
v. Swiss Am. Bank, Ltd., 274 F.3d 610, 621 (1st Cir. 2001) (quoting
Ganis Corp. of Cal. v. Jackson, 822 F.2d 194, 197-98 (1st Cir.
1987)). Thus, PREP Tours's failure to develop any such argument
on appeal is problematic, insofar as PREP Tours means to contend
that the alleged contract alone enables PREP Tours to satisfy the
purposeful availment requirement for its claims even if the other
contacts with Puerto Rico that it attributes to the defendants
(and which the analysis that follows addresses) otherwise would
not suffice.

- 22 -
 The communications began, the evidentiary submissions

show, when one of the Region 24 volunteers, Ramírez, asked PREP

Tours via email from California for a price quote and for what the

company could "offer" regarding a potential trip by some of Region

24's teams to Puerto Rico. The evidentiary submissions also show

that this same volunteer later asked via electronic means from

California that PREP Tours modify the offer that she had earlier

requested in light of new specifications that she gave regarding

that potential trip.

We cannot reasonably infer, however, from these

communications alone that the defendants (a number of whom had no

contact directly with PREP Tours at all),8 or even Ramírez in

particular, believed themselves to be asking for the type of

information that would require a self-described "speciali[st]" in

such trips to engage in extensive trip-planning activities in the

forum prior to an agreement being reached with the "speciali[st]."

Nor can we reasonably infer from these communications alone that

the purposeful availment requirement is met on the ground that

they show that the defendants were contemplating the kind of

8 As far as the evidentiary submissions indicate, over the
course of the relevant four-month period, the two entity
defendants, AYSO and Region 24, had no direct communications with
PREP Tours. Nor did Region 24's treasurer, Jackson. Region 24's
commissioner (Rodríguez) and assistant commissioner (Aguilar),
moreover, together sent only three emails to PREP Tours, all on
the same day, solely to apprise PREP Tours of the status of its
offer in response to PREP Tours's own query.

- 23 -
ongoing and close-working relationship with PREP Tours that could

establish the requisite substantial connection between the

defendants and the forum. See Cossart, 804 F.3d at 21; C.W.

Downer, 771 F.3d at 67.

Ramírez made clear in her initial inquiry email to PREP

Tours that no decision had even been made for the soccer teams to

go to Puerto Rico, as the email expressly stated that Region 24

was also gathering information about alternative destinations,

like Hawaii and Mexico. And, in her email replying to PREP Tours's

response to that initial inquiry, Ramírez noted that "[a]s soon as

[Region 24's] decision is made, I will let you know," thereby

reinforcing the preliminary nature of her inquiry and diminishing

the foreseeability of PREP Tours undertaking extensive in-forum

activities in response or the parties having an ongoing and close-

working relationship.

PREP Tours's complaint does assert that PREP Tours

"continuously receiv[ed] requests by e-mail and telephone calls"

from Ramírez "to amend different areas of the proposal in order to

accommodate the needs of the group" and that these requests

resulted in "multiple requirements" with which PREP Tours's offer

had to comply.9 But, while communications of that type certainly

9 The complaint alleges that requests were also received
"later on" from the Region 24 treasurer, Jackson. However, the
only communication by Jackson that PREP Tours's papers reference
was his email to the third-party travel agency located in Florida.

- 24 -
do bear on the Copia factors of solicitation and anticipation, the

properly documented communications call into question PREP Tours's

characterization of the nature of these communications. Instead,

the record shows only the following.

Ramírez asked by email for PREP Tours to "tweak" -- her

wording in the email -- the "tentative rough draft" itinerary that

PREP Tours had initially sent, which resulted in what PREP Tours

described in an email to Ramírez as a "new itinerary almost

identical to the original itinerary that we first sent you."10

Ramírez did so, moreover, while also informing PREP Tours that

Region 24 was contacting three alternative travel agencies for

competing offers on the possible trip to Puerto Rico.

The evidentiary submissions also show that Ramírez later

sent an email asking whether PREP Tours could accommodate specific

dates for a possible trip that incorporated the prior "tweak" along

10 The requested "tweak" was to include all-inclusive hotels,
two to three matches per team, two to three excursions, free time
for families, and a cost of about $2,000 per person. PREP Tours
rejected the request for all-inclusive hotels, explaining that it
would not be cost-effective. Thus, PREP Tours stuck with hotels
that it had already identified when it sent the original itinerary
to Ramírez. The revised itinerary also did not list any additional
local teams that would participate in the friendly soccer matches.
Finally, the revised itinerary removed some activities that PREP
Tours had originally proposed while adding some additional
activities that Ramírez's email had not requested (such as a tour
of a Bacardi rum plant). These changes reduced the estimated price
range from $1,495-$1,595 to $1,275-$1,375 per person without
airfare.

- 25 -
with arguably some minimal changes to it.11 But, Ramírez stated

in that email once again that Region 24 had not yet decided on a

travel agency, though she did at that point state (for the first

time) that the trip would be to Puerto Rico.

Finally, the record shows that, following this email

from Ramírez, PREP Tours sent her a revised itinerary reflecting

minimal changes and pushed Ramírez for more details about the

number of persons who might be on the trip. And, as the record

shows, Ramírez thereafter sent PREP Tours a one-line email

attaching a document listing a "breakdown of our team going to

Puerto Rico," which consisted of some seventy names of players and

coaches.12

But, in sending along that partial list of potential

travelers, Ramírez was responding to a request for information

from PREP Tours. That is, Ramírez provided the partial list in

response to a unilateral act by PREP Tours. Furthermore, in

providing that response, Ramírez did not state that Region 24 had

11 Ramírez inquired about specific dates for a ten-day trip
that -- roughly consistent with the earlier "tweak" she had already
requested that had resulted in the "almost identical" revised
itinerary -- would consist of only three matches per team, include
free time, and cost no more than $2,000. The itinerary she
received back from PREP Tours a week later removed or rendered
"optional" some of the activities. The estimated price was $1,995
per adult and $1,695 per child with airfare.
12Although the attached "breakdown" listed the names of only
some seventy players and coaches, it indicated that 252 people
would be on the trip.

- 26 -
made a decision to book the trip through PREP Tours, nor did she

make any request of PREP Tours to take any actions in light of the

list that she had sent. In fact, in her last email to PREP Tours

in the record, Ramírez communicated that Region 24's officers still

had "to go through everything with a fine tooth-comb."

Thus, as the District Court emphasized, PREP Tours's own

evidentiary submissions show that, in the few substantive inquiry

emails from Ramírez to PREP Tours -- out of what the defendants

say, without any challenge by PREP Tours, is "a sum total of nine"

emails from her -- she consistently communicated the preliminary

and limited nature of her inquiry.13 And, given that the nature

and quality of the defendants' solicitation of in-forum activity

was preliminary and limited, the defendants' own forum-related

activity is a far cry from that of the defendants in C.W. Downer

and Cossart, which are among the chief precedents of ours on which

PREP Tours relies.14

13 Several, if not most, of the nine emails were sent in
response to emails from PREP Tours itself simply in order to
acknowledge the receipt of PREP Tours's messages. And, in the
substantive emails among these nine, Ramírez referred to her
"delays" in responding to PREP Tours's "quote," further indicating
the intermittent nature of her communications.
14 We agree with the dissent that negotiations "preliminary"
to a formal agreement are the foundation of a bad-faith tort claim.
See Diss. Op. 53. But, we highlight the preliminary nature of the
parties' negotiations with respect to our analysis of purposeful
availment as to both the tort and contract claims. And we do so
not to cast doubt on the merits of either of those claims but
instead because the preliminary nature of those contacts is

- 27 -
 In C.W. Downer, for example, the out-of-forum defendant

was a Canadian corporation that had engaged an investment bank

located in Massachusetts to sell the corporation, which the

investment bank then spent four years trying to do before the deal

fell apart and the investment bank sued the corporation in

Massachusetts. 771 F.3d at 67. And, in Cossart, the out-of-forum

defendant was a firm based in Kansas that had hired an employee

located in Massachusetts to work for the firm, which the employee

did for a "period of years" before suing the employer in

Massachusetts for wage law violations. 804 F.3d at 18.

Of course, neither C.W. Downer nor Cossart purported to

establish the minimum connection to the forum that must be shown

to establish personal jurisdiction. But, none of our other cases

on which PREP Tours relies supports the proposition that an out-

of-forum defendant would foresee being haled into court in that

forum on the basis of having made the preliminary and limited type

directly relevant to the component of the purposeful availment
inquiry that requires us to assess whether the in-forum actions
that PREP Tours took in response to the defendants' contacts were
"foreseeable" to the defendants or were instead "unilaterally"
undertaken by the plaintiff itself. Moreover, the preliminary
nature of contacts is also directly relevant to PREP Tours's
contention that the contacts show that the defendants contemplated
an ongoing relationship with PREP Tours and that there was in fact
such a relationship. In this regard, our concern is not with
whether the conduct alleged is tortious, but with whether that
conduct is of a type that permits the forum to be the jurisdiction
in which that determination is made.

- 28 -
of information requests to a forum-based service provider that

were made here.15 Nor are we aware of any such supporting

authority.

In fact, this case in some respects provides even less

basis for finding the requisite "substantial connection" to the

forum than did Copia, in which we found no purposeful availment.

812 F.3d at 5-6. There, we rejected the contention that a Jamaica-

based resort operator purposefully availed itself of the privilege

of conducting activities in Massachusetts as a result of the

negotiation and performance of a contract between the resort

operator and a Massachusetts-based internet services provider.

See id. We did so even though the resort operator had voluntarily

negotiated with the provider remotely, including via emails that

the chief executive officer of the Massachusetts-based internet

services provider "may have sent or received . . . while in

15
See, e.g., Baskin-Robbins Franchising LLC v. Alpenrose
Dairy, Inc., 825 F.3d 28, 36-40 (1st Cir. 2016) (finding purposeful
availment where an out-of-forum franchisee twice renewed its
contract with an in-forum franchisor, with which it had a multi-
year business relationship and to which it mailed 180 royalty
checks and delivered quarterly samples of its product); Adelson,
652 F.3d at 79, 82-83 (finding purposeful availment where an out-
of-forum employee "directed regular administrative and financial
conduct" toward his employer's offices in the forum during multiple
years of employment, after he had sought out the employment
contract); Daynard, 290 F.3d at 46, 61-62 (finding purposeful
availment in part because of an out-of-forum law firm's "properly
attributed" "ongoing relationship" with an in-forum lawyer who was
allegedly "central" to the firm's "titanic recoveries" in a complex
litigation).

- 29 -
Massachusetts" and via meetings in Jamaica. Id. at 2-3.16 And,

we did so even though, under the contract that the parties

eventually concluded, in addition to providing certain services in

Jamaica, the provider shipped equipment from Massachusetts to the

resort operator in Jamaica. Id. at 3.

We explained that the resort operator's anticipation of

the "provi[sion of] equipment and services" by a party known to be

in Massachusetts did not "represent[] the type of purposeful

availment of the privilege of conducting business in Massachusetts

that would have made it reasonably foreseeable that [the out-of-

forum company] could be 'haled into court' in Massachusetts[.]"

Id. at 6 (quoting Burger King, 471 U.S. at 486).17 And, in so

concluding, we emphasized that there was "no evidence that the

[resort operator] cared about the geographic origin of the

16
The district court's opinion in Copia, which reviewed the
evidentiary record in detail, noted that the Chief Executive
Officer of the Massachusetts-based internet services provider
"received emails in the course of the negotiations (and later the
relationship) some of which he may have read at Copia's principal
place of business in Massachusetts." Copia Commc'ns, LLC v.
Amresorts, LP, No. 14-13056, 2015 WL 7621480, at *1 (D. Mass. Feb.
5, 2015). And, as the District Court noted, the Chief Executive
Officer represented that, "[o]n occasion, communications via
telephone or e-mail were sent and received while [the Chief
Executive Officer] was in Massachusetts." Id. at *3.
17The resort operator knew that the internet services
provider was based in Massachusetts because it "addressed payment
to [the internet services provider's] Massachusetts address."
Copia, 812 F.3d at 3.

- 30 -
shipments" of the equipment for which the resort operator had

contracted. Id. at 5.

PREP Tours does assert on appeal that Ramírez reached

out to PREP Tours specifically because it could undertake "local

efforts" in Puerto Rico (as opposed to, say, the fact that it

specialized in soccer trips to that locale). But, the tour company

neither alleges such in its complaint nor points to any evidence

in the record to support this assertion. In fact, the record shows

that Region 24 contacted multiple travel agencies, not all of which

were located in Puerto Rico, and that Region 24 ultimately procured

a California-based travel agency to book its trip to Puerto Rico.18

To be sure, as PREP Tours points out, one of the

defendants, Ramírez, initiated the contact with the in-forum

party, PREP Tours. And that was not the case in Copia. There,

the in-forum plaintiff initiated the negotiations that we found

insufficient to demonstrate purposeful availment there. See id.

at 6. But, negotiations involving numerous contacts between the

parties -- some made in the forum -- to secure an ongoing services

relationship there did then ensue. In that respect, we do not

18 PREP Tours does suggest on appeal that the defendants
procured this California-based company's services only after
"misstat[ing] their intentions to PREP Tours to enable them to get
the benefit of PREP Tours' local efforts." But, that assertion
does little to show purposeful availment on the defendants' part,
as that inquiry still turns on whether the defendants anticipated
that PREP Tours would undertake "local efforts."

- 31 -
think that the out-of-forum party in Copia had less substantial

contacts over the course of the relationship with the in-forum

party than the defendants did in this case.

Moreover, the Supreme Court made clear in Kulko that

even where it is the out-of-forum defendant who voluntarily and

knowingly establishes some contacts with the forum, specific

jurisdiction over the defendant may still be lacking if the

prospect of in-forum litigation was not foreseeable in light of

the nature and quality of that contact with the forum. See 436

U.S. at 94, 97-98. And, given the preliminary and limited nature

and quality of that initial inquiry to PREP Tours from Ramírez and

of the defendants' other ensuing communications with the tour

company, we conclude that this one feature of the case does not

suffice to support the conclusion that the defendants' activities

established a "substantial connection" between the defendants and

the forum. Burger King, 471 U.S. at 475; cf. Sandstrom v. ChemLawn

Corp., 904 F.2d 83, 89 (1st Cir. 1990) (holding that general

jurisdiction was lacking over an out-of-forum defendant that was

licensed to do business in the forum and had engaged in non-

substantial advertising in the forum, and explaining that

"preparations to do business at an indeterminate future date,

without more, cannot be confused with actually doing business").

- 32 -
 2.

PREP Tours contends, however, that, to assess purposeful

availment, we must consider not only the defendants' own

activities, as reflected in the defendants' remote communications

with PREP Tours, but also the "extensive" activities that the tour

company undertook in response. And we agree, consistent with

Copia's recognition of the import of the factors of anticipation

and performance.

But, we conclude, consideration of PREP Tours's own

activities, even in combination with those undertaken by the

defendants, does not require a different conclusion from the one

that the District Court reached as to purposeful availment. And

that is both because of what the record shows about the actual

activities PREP Tours undertook and because those activities must

be considered in light of the nature of the communications that

the defendants made prior to PREP Tours having undertaken those

activities. See Burger King, 471 U.S. at 474 ("The unilateral

activity of those who claim some relationship with a nonresident

defendant cannot satisfy the requirement of contact with the forum

State." (quoting Hanson, 357 U.S. at 253)).

In its brief on appeal, PREP Tours asserts that, in

responding to the defendants' inquiries regarding the possible

trip, it foreseeably undertook "dozens of contacts" in the forum

on the defendants' behalf that should be attributed to the

- 33 -
defendants for jurisdictional purposes. According to PREP Tours's

brief, those contacts include "contacting Puerto Rico-based

hotels, restaurants, soccer teams, business owners, and travel

agents."

PREP Tours's complaint, however, does not allege that

PREP Tours contacted a single other business, soccer team, or any

person who did not work for PREP Tours in response to the

defendants' inquiry.19 See Doyle v. Hasbro, Inc., 103 F.3d 186,

190 (1st Cir. 1996) ("In conducting our review of the case, we are

limited to those allegations contained in the amended

complaint."). Nor did PREP Tours expressly rely below on any such

contacts by the tour company in its argument to the District Court

that there was personal jurisdiction over the defendants. Cf.

McCoy v. Massachusetts Inst. of Technology, 950 F.2d 13, 22 (1st

Cir. 1991) ("It is hornbook law that theories not raised squarely

19 The dissent concludes that we may infer that "each new
itinerary involved re-engaging with service providers to discuss
new costs and timing (including booking hotels and flights)[.]"
Diss. Op. 51. But, we do not see how we may make such an inference
when the plaintiff's own complaint does not make any allegation
that it engaged with any service providers in response to the
defendants' requests, let alone any allegation that they re-
engaged with them every time the defendants made a new request.
The absence of such allegations from the complaint is especially
conspicuous given that they concern the plaintiff's own conduct.
See Gianfrancesco v. Town of Wrentham, 712 F.3d 634, 639-40 (1st
Cir. 2013) (upholding dismissal of claims where there was "no
suggestion" that the "missing facts should be beyond [plaintiff's]
reach" or that the plaintiff "lack[ed] the information needed to"
allege such facts).

- 34 -
in the district court cannot be surfaced for the first time on

appeal.").

PREP Tours's evidentiary submissions do show, as its

complaint alleges, that it sent Ramírez a "tentative rough draft"

itinerary from Puerto Rico a few days after she made her initial

inquiry about the trip and that PREP Tours then modified the

itinerary in some respects while in Puerto Rico. In that regard,

the properly documented actions that PREP Tours undertook in the

forum in response to the defendants' inquiry were not entirely

"unilateral," as the District Court suggested.

But, even accepting that point, we do not see how we may

reasonably infer from the showing that PREP Tours makes regarding

the itinerary that it foreseeably undertook the kind of "extensive"

activities in response to Ramírez's remote communications that the

tour company asserts on appeal that it undertook in order to put

together and modify this proposal. After all, the promotional

brochure that PREP Tours sent to Ramírez on the very day that she

first inquired for an offer described a pre-existing "unique soccer

program" based in San Juan and Rincón that PREP Tours offered to

visiting youth soccer teams.

The record does also show that PREP Tours then sent

Ramírez a "tentative rough draft" itinerary a few days later. But,

the record does not show (nor does the complaint allege) what work

in Puerto Rico was done by PREP Tours in order to put together

- 35 -
that itinerary or that there is a basis for inferring that the

defendants anticipated that PREP Tours would on the basis of their

initial request for information engage in extensive in-forum

activity.

Nor, as far as the record reveals, did PREP Tours add

any newly identified hotels, restaurants, or local soccer teams to

that "tentative rough draft" of the itinerary over the course of

the ensuing months.20 In fact, in an email to Ramírez after the

largest, albeit still quite modest, round of documented changes to

the "tentative rough draft" itinerary, PREP Tours itself called

"the new itinerary almost identical to the original itinerary that

we first sent you."

We also cannot reasonably infer that the defendants

could have foreseen the type of "extensive" activities that PREP

Tours asserts to us on appeal that it undertook beyond the sending

of a pre-existing tentative itinerary. PREP Tours's evidentiary

submissions do show in this regard that the tour company sent an

email to Ramírez that mentions that it had contacted hotels in

Puerto Rico after Ramírez had reached out to the tour company and

that these hotels then placed courtesy holds on certain rooms. In

addition, we can reasonably infer from the email that Hakuna

20 The dissent states that PREP Tours "proceeded to make
concrete arrangements with other businesses, including flight and
hotel reservations." Diss. Op. 52. But, the complaint itself
makes no such allegation.

- 36 -
Matata, the third-party travel agency in Florida, sent to the

defendants regarding possibly arranging flights for them that PREP

Tours had at some point contacted Hakuna Matata from within Puerto

Rico to ask Hakuna Matata to do so.21 But, the record does not

show that the defendants had actually requested that PREP Tours

arrange for the courtesy holds on the hotel rooms. Rather, the

record reveals that the defendants asked only in general and

tentative terms about what PREP Tours, which represents itself as

a "speciali[st]" in such soccer tours, could "offer."

In fact, the record does not show that the defendants

ever asked PREP Tours to contact any entity or person in Puerto

Rico on their behalf. Nor does the record show that they ever

requested any particular hotel, restaurant, soccer team, or

business to be included in the proposed itinerary.22 And we see

no basis for concluding -- nor does PREP Tours appear to even argue

-- that the defendants should "reasonably have anticipated being

'haled before a [Puerto Rico] court'" simply in consequence of

21PREP Tours had at one point also emailed Ramírez a menu of
possible flights, but PREP Tours acknowledged in a later email
that it did not book any flights on AYSO's behalf because it did
not yet have a sufficient indication from AYSO that the
organization wished to proceed with the flights.
22 The record does show that in her email requesting a "tweak"
to the "tentative rough draft" itinerary, Ramírez asked if it would
be possible to include "all-inclusive hotels." PREP Tours
expressly rejected that request, however, explaining that it would
not be cost-effective to stay in all-inclusive hotels.

- 37 -
PREP Tours's efforts to obtain preliminary information about the

cost and availability of hotels in Puerto Rico for the trip's

possible dates, or its efforts to contact a travel agency located

outside the forum regarding possible flights. Kulko, 436 U.S. at

97-98 (quoting Shaffer v. Heitner, 433 U.S. 186, 216 (1977)).

PREP Tours does assert in its appellate brief that AYSO

had taken similar cultural immersion trips in the past. PREP Tours

thus reasons that the defendants should have reasonably foreseen

the extent of activities in Puerto Rico that would have been

necessary to produce a proposed itinerary for such a trip.23 But,

we cannot see how it would be reasonable to infer from the mere

fact of this past experience that the organization would foresee

that a tour company that "specializes" in such trips would

undertake "extensive" activities in Puerto Rico simply to prepare

a price quote and proposed itinerary for its regularly offered

service in response to a preliminary request for that information

from a group that consistently made clear that it was considering

using other travel agencies.

For all of these reasons, this case is not at all like

the imputed-contacts cases on which PREP Tours relies, namely C.W.

Downer and Cossart. In C.W. Downer, the out-of-forum defendant

23
Although the complaint does not allege that AYSO took
similar trips in the past, one of Ramírez's emails in the record
indicates that AYSO's teams had traveled to Costa Rica and Hawaii
in prior years.

- 38 -
corporation had specifically engaged the in-forum investment bank

to sell the company, thus making foreseeable the fact that the

bank "contacted hundreds of potential buyers on [the

corporation's] behalf." 771 F.3d at 67. Likewise, in Cossart,

the out-of-forum firm had hired the employee to do the kind of

work that would make it foreseeable that he would have "made

hundreds of telephone calls and sent hundreds of e-mails on behalf

of [the employer]" from the forum. 804 F.3d at 17.

Again, neither of those cases purports to set the minimum

threshold for establishing personal jurisdiction on the basis of

the activities of an in-forum plaintiff that may be imputed to an

out-of-forum defendant. But, PREP Tours identifies no other

precedents that would support the conclusion that, given the

context in which the inquiry about the trip was made, the tour

company's properly documented activities that reasonably may be

attributed to the defendants are of a nature and quality to show

that they should have reasonably anticipated being haled into court

in Puerto Rico as a result. Nor, we note, does the dissent.

V.

Questions of purposeful availment are often, like those

presented here, necessarily fact-dependent. In this area, as the

Supreme Court has cautioned, there are no mathematical formulas

upon which to rely. And the hues are more "grey[]" than "black

and white." See Kulko, 436 U.S. at 92 (quoting Estin, 334 U.S. at

- 39 -
545). But, in light of Copia, and the other precedents bearing on

these questions, we conclude that on this record -- especially

given that what is missing consists of information fully known to

the in-forum party asserting jurisdiction -- there is no basis for

finding the purposeful availment requirement met for either of the

plaintiff's claims.

The judgment of the District Court is affirmed.

- Dissenting Opinion Follows -

- 40 -
 LIPEZ, Circuit Judge, dissenting. In concluding that

the federal court in Puerto Rico lacks personal jurisdiction over

the defendants in this case, the majority downplays the

significance of the bad-faith negotiations claim and fails to view

the facts alleged in the light most favorable to the plaintiff.

Properly evaluated, however, those facts establish the elements of

personal jurisdiction for PREP Tours' lawsuit against three of the

defendants.24 Given these circumstances, I cannot join my

colleagues in affirming dismissal of PREP Tours' complaint.

I.

A. Overview

My disagreement with the majority stems primarily from

their depiction of the facts proffered by PREP Tours in support of

jurisdiction.25 In brief summary, defendants asked PREP Tours to

24I agree that dismissal is proper for Armando Rodríguez,
Ramón Aguilar, and Carl Jackson, but conclude that the case should
proceed against the American Youth Soccer Organization ("AYSO"),
its regional affiliate ("Region 24"), and a Region 24 volunteer,
Alicia Ramírez (collectively, "defendants"). For simplicity, I
assume that Ramírez was an agent of AYSO and Region 24 and, thus,
that these three defendants are in the same position vis-à-vis
PREP Tours.
25
The district court chose the "prima facie" method -- "the
least taxing" standard for a plaintiff -- to determine whether
PREP Tours had met its personal jurisdiction burden. Phillips v.
Prairie Eye Ctr., 530 F.3d 22, 26 (1st Cir. 2008) (quoting
Rodriguez v. Fullerton Tires Corp., 115 F.3d 81, 83 (1st Cir.
1997)). In line with that method, the facts on which I rely are
drawn from PREP Tours' complaint and the supplemental materials
contained in the record. See Baskin–Robbins Franchising LLC v.
Alpenrose Dairy, Inc., 825 F.3d 28, 34 (1st Cir. 2016) (noting

- 41 -
plan a soccer tour in Puerto Rico for more than 250 people. Then,

on the brink of formalizing an agreement based on PREP Tours'

considerable efforts, defendants made a last-minute switch to a

different tour company. Contrary to my colleagues' depiction of

the parties' relationship as undeveloped and "preliminary," the

record demonstrates an increasingly solid commitment by defendants

to do business with PREP Tours. Defendants' sudden abandonment of

PREP Tours after the company invested substantial resources to

create defendants' desired itinerary permits a plausible inference

of bad faith, a key component of PREP Tours' contention that it

was harmed by defendants' actions.

B. Culpa in Contrahendo

Under Puerto Rico law, the obligation to negotiate

contracts in good faith is known as the culpa in contrahendo

doctrine. See Advanced Flexible Circuits, Inc. v. GE Sensing &

Inspection Techs. GmbH, 781 F.3d 510, 516 (1st Cir. 2015). The

doctrine varies from the common law requirement of good-faith

negotiation not only because it sounds in tort rather than

contract, but also because it encompasses a broader range of

that when conducting a personal jurisdiction analysis under the
prima facie standard, a court must "take the facts from the
pleadings and whatever supplemental filings (such as affidavits)
are contained in the record"); see also Sawtelle v. Farrell, 70
F.3d 1381, 1385-86 (1st Cir. 1995) (explaining that in assessing
a motion to dismiss based on lack of personal jurisdiction, the
court may consider supplemental materials such as affidavits).

- 42 -
conduct. See Ysiem Corp. v. Commercial Net Lease Realty, Inc.,

328 F.3d 20, 24 (1st Cir. 2003). In general, the culpa in

contrahendo doctrine is "used to compensate a party for the

expenses it incurred in reliance on the other party's offer to

form a contract when the contract negotiations break down."

Velázquez Casillas v. Forest Labs., Inc., 90 F. Supp. 2d 161, 166

(D.P.R. 2000). We have explained that "[a] party's withdrawal

from contractual negotiations may be considered a violation of the

duty of good faith if: (1) the withdrawal was arbitrary or without

justification; and (2) the other party had a reasonable expectation

that a contractual agreement would be consummated." Advanced

Flexible Circuits, 781 F.3d at 516-17.26

PREP Tours' complaint alleges a classic instance of

frustrated expectations, with defendants taking the parties'

negotiations to the brink of a formal agreement before pulling

26
Some jurisdictions have similarly found a duty to negotiate
in good faith after the parties have negotiated important terms in
a potential contract but other terms remain open. See, e.g.,
Flight Sys., Inc. v. Elec. Data Sys. Corp., 112 F.3d 124, 130 (3d
Cir. 1997) (Pennsylvania); Sunnyside Cogeneration Assocs. v. Cent.
Vt. Pub. Serv. Corp., 915 F. Supp. 675, 680 (D. Vt. 1996); Teachers
Ins. & Annuity Ass'n of Am. v. Tribune Co., 670 F. Supp. 491, 498
(S.D.N.Y. 1987); Markov v. ABC Transfer & Storage Co., 457 P.2d
535, 539-40 (Wash. 1969). Moreover, other jurisdictions have
acknowledged some pre-contractual liability when the parties
started negotiations toward a contract but for some reason an
agreement could not be reached. See, e.g., Chrysler Corp. v.
Quimby, 144 A.2d 123, 128-29 (Del. 1958); Hoffman v. Red Owl
Stores, Inc., 133 N.W.2d 267, 274-75 (Wis. 1965).

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out. The culpa in contrahendo tort claim must thus be at the fore

of the evaluation of personal jurisdiction.27 Cf. Copia Commc'ns,

LLC v. AMResorts, L.P., 812 F.3d 1, 4 n.2 (1st Cir. 2016) (noting

that "[b]ecause all of [plaintiff]'s claims are entwined in its

contract claims, none demands separate analysis").

II.

As the majority opinion sets out, the constitutional

inquiry for specific personal jurisdiction consists of three

prongs: relatedness, purposeful availment, and reasonableness.

See Daynard v. Ness, Motley, Loadholt, Richardson & Poole, P.A.,

290 F.3d 42, 60 (1st Cir. 2002); Phillips Exeter Acad. v. Howard

Phillips Fund, 196 F.3d 284, 288 (1st Cir. 1999).28 The majority

considers only the purposeful availment prong and, concluding that

27
By focusing on the tort claim, I am not suggesting that the
purposeful availment analysis varies from cause of action to cause
of action when the same contacts are asserted as the basis for
personal jurisdiction. Nonetheless, "[q]uestions of specific
jurisdiction are always tied to the particular claims asserted,"
Phillips Exeter Acad. v. Howard Phillips Fund, 196 F.3d 284, 289
(1st Cir. 1999), and "the quality and nature of the defendant's
activity" is part of the calculus, Harlow v. Children's Hosp., 432
F.3d 50, 58 (1st Cir. 2005) (quoting Hanson v. Denckla, 357 U.S.
235, 253 (1958)). I highlight the bad-faith claim because -- given
the nature of defendants' contacts with PREP Tours -- the tort
claim reveals so clearly the error in the majority's purposeful
availment analysis and the unfairness of the outcome.
28Where a state's long-arm statute extends to the
constitutional limit, as in Puerto Rico, we may address the
statute's requirements by conducting the constitutional due
process analysis. See Dalmau Rodriguez v. Hughes Aircraft Co.,
781 F.2d 9, 12 (1st Cir. 1986).

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it does not support personal jurisdiction, does not address the

other two prongs. Accordingly, I, too, primarily focus on

purposeful availment.

The purposeful availment inquiry requires us to

determine whether the defendants have targeted their conduct

"toward the society or economy of a particular forum [such that]

the forum should have the power to subject the defendant to

judgment regarding that behavior." Baskin-Robbins Franchising LLC

v. Alpenrose Dairy, Inc., 825 F.3d 28, 36 (1st Cir. 2016) (quoting

Carreras v. PMG Collins, LLC, 660 F.3d 549, 555 (1st Cir. 2011))

(alteration in original). This assessment ensures that personal

jurisdiction is not premised solely on defendants' "'random,

isolated or fortuitous contacts' with the forum state." Adelson

v. Hananel, 510 F.3d 43, 50 (1st Cir. 2007) (quoting Sawtelle v.

Farrell, 70 F.3d 1381, 1391 (1st Cir. 1995)).

The "cornerstones" of purposeful availment are

voluntariness and foreseeability. Daynard, 290 F.3d at 61 (quoting

Sawtelle, 70 F.3d at 1391). Voluntariness means that a defendant's

"contacts with the forum state 'proximately result from actions by

the defendant himself.'" Phillips v. Prairie Eye Ctr., 530 F.3d

22, 28 (1st Cir. 2008) (quoting Burger King Corp. v. Rudzewicz,

471 U.S. 462, 475 (1985)). Foreseeability means that "the

defendant's conduct and connection with the forum state are such

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that he should reasonably anticipate being haled into court there."

World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 297 (1980).

The majority relies heavily on our decision in Copia,

812 F.3d at 5-6, in concluding that defendants' actions in dealing

with PREP Tours are insufficient to satisfy the purposeful

availment requirement. Given Copia's importance to the majority's

analysis, describing the case in some detail helps to explain why

our court's rejection of personal jurisdiction there does not

control the outcome here.

In Copia, the plaintiff was a Massachusetts company that

brought suit in Massachusetts against a Jamaican resort operator

and its Pennsylvania alter ego for an alleged breach of contract.

The Jamaican company had virtually no connection with

Massachusetts. The negotiations between the parties were

initiated by the plaintiff, not the defendant -- i.e., the parties'

relationship began with the Massachusetts plaintiff reaching out

to the defendant in Jamaica. The contract at issue was for

services to be performed in Jamaica, with Jamaican employees, and

under Jamaican law. The defendant's only Massachusetts contacts

consisted of sending a few emails to plaintiff's CEO in

Massachusetts and receiving equipment shipped from there.

Unsurprisingly, the Copia panel held that the Jamaican

resort could not be haled into court in Massachusetts to defend

the breach of contract claim. Copia, 812 F.3d at 6. Drawing on

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earlier precedents of our court, we noted three factors as relevant

to purposeful availment: "the defendant's in-forum solicitation of

the plaintiff's services, the defendant's anticipation of the

plaintiff's in-forum services, and the plaintiff's actual

performance of extensive in-forum services."29 Id. The panel

found that the plaintiff failed to satisfy any of the three

factors. First, the Jamaican resort had not solicited services

from the plaintiff; rather, the plaintiff had contacted the resort.

Second, the Jamaican resort would not have anticipated that

services under the contract would be performed in Massachusetts

given that the contract was for services to be performed in

Jamaica. Third, the services under the contract were actually

performed in Jamaica, excepting some "insubstantial contacts that

anyone would have when buying goods and services from a company

that itself happens to be in Massachusetts." Id.30

29 These factors were previously applied in two cases where
the out-of-forum defendants' contacts occurred primarily through
remote communications. See Cossart v. United Excel Corp., 804
F.3d 13, 21 (1st Cir. 2015); C.W. Downer & Co. v. Bioriginal Food
& Sci. Corp., 771 F.3d 59, 66-67 (1st Cir. 2014). Although the
focus on these factors may not be suited for all remote
communications cases -- particularly where the plaintiff's claims
sound primarily in tort -- focusing on them here is appropriate to
highlight the differences between my view of the facts and the
majority's view.
30Although some equipment was shipped from Massachusetts, the
contract did not require shipment from any particular location.
See Copia, 812 F.3d at 5.

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 Here, by contrast, there are far more substantial

connections between defendants and the forum. Indeed, applying

the Copia factors to the facts of this case reveals the error in

the majority's analysis.31

A. Solicitation of plaintiff's services

It is difficult to imagine a more clear-cut instance of

an out-of-forum defendant voluntarily and directly soliciting an

in-forum plaintiff's services. In November 2012, defendants

commenced a four-month period of communications with PREP Tours,

initially seeking information about options available in Puerto

Rico for their soccer group's possible tour. PREP Tours first

responded with a standard promotional brochure describing a youth

soccer program available in Puerto Rico. Defendants' initial

inquiry unquestionably was preliminary -- it did not even identify

Puerto Rico as the confirmed destination -- and PREP Tours'

response likewise involved no individualized effort on behalf of

defendants. However, even though defendants' initial contact

merely opened the door to a possible business relationship with

31 The majority also contrasts the facts here with the two
primary cases on which PREP Tours relies to argue that personal
jurisdiction is appropriate: Downer, 771 F.3d at 67, and Cossart,
804 F.3d at 21. As the majority acknowledges, however, Downer and
Cossart do not "purpor[t] to establish the minimum connection to
the forum that must be shown to establish personal jurisdiction."
Hence, I see no need to compare the facts here with those cases to
show that PREP Tours has shown the requisite connection.

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PREP Tours in Puerto Rico, that first step acquired greater

significance when the defendants subsequently started to solidify

their plans with PREP Tours for a trip to Puerto Rico. Without

question, Copia's solicitation prong is satisfied.

B. Defendants' anticipation of in-forum services and plaintiff's
actual performance of in-forum services32

The parties' relationship progressed rapidly after

defendants' initial inquiry. PREP Tours prepared a proposed

itinerary, and the parties thereafter engaged in an exchange of

emails in which defendants requested changes, PREP Tours responded

with revisions, and the agency reserved hotels and flights. In

their first round of requests, defendants asked PREP Tours to

schedule two or three soccer games, two or three excursions for

players and parents, and "free time for families to go on their

own," all while keeping the cost to $2,000 per person, including

airfare. PREP Tours complied and sent a revised itinerary to

defendants.

Unsatisfied with the revised itinerary, defendants

requested further modifications and specifications in late

December 2012, including: (1) extending the length of the trip and

scheduling it for July 8-18, with specific arrival and departure

dates for various components of the tour; (2) scheduling three

32The second and third Copia factors substantially overlap,
and I will therefore analyze them together.

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local soccer games (i.e., specifying three, rather than possibly

two, games); (3) and, again, directing that the overall cost of

the trip remain at or below $2,000 per person. PREP Tours again

complied, producing a third itinerary. Meanwhile, as PREP Tours

worked to accommodate defendants' requests, defendants expressed

satisfaction with PREP Tours' efforts and an intention to move

forward with the trip arranged by PREP Tours. Defendants stated

in a December email that they "loved [PREP Tours'] itinerary as

opposed to [another] agency" and wanted to "seal the deal" so that

the parents could start "pay[ing] the agency."

Any remaining doubt about defendants' commitment to PREP

Tours was dispelled by the parties' communications in January 2013.

Defendants sent PREP Tours a list of trip participants with ages

and desired hotel accommodations. One of defendants' last emails

to PREP Tours stated that AYSO's Region 24 board members would be

contacting PREP Tours "for the financial part" and that, barring

any "red flags," everything was going to "run smoothly." In a

separate email thread, Hakuna Matata, the travel agency engaged by

PREP Tours, contacted defendants seeking payment for the reserved

flights.

Given these interactions, defendants had to understand

that PREP Tours was taking significant steps to create an itinerary

to satisfy their specific, changing requirements. Nevertheless,

my colleagues question PREP Tours' allegation that it expended

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considerable effort to meet defendants' demands, maintaining that

defendants' communications sought only "tweak[s]" to the initial

itinerary.33 In addition, my colleagues state that a self-

proclaimed tour "specialist" would not need much effort to plan

such a tour. This speculative depiction of the record, suggesting

that the series of requested revisions required minimal, if any,

work by PREP Tours, fails to draw all reasonable inferences in

PREP Tours' favor. See Carreras, 660 F.3d at 552 (noting that, in

assessing specific jurisdiction, the court must view the evidence

"in the light most favorable to the plaintiff and draw all

reasonable inferences therefrom in the plaintiff's favor"). To

the contrary, it is reasonable to infer that drafting each new

itinerary involved re-engaging with service providers to discuss

new costs and timing (including booking hotels and flights), and

reconfiguring the tour to satisfy defendants' specific budget and

schedule demands.34

33
In one of their emails, defendants referred to PREP Tours'
modifications of the itinerary as "tweaks."
34In support of this inference, PREP Tours alleges in its
complaint that defendants "caused [PREP Tours] to invest an
enormous time and effort into preparing a package for [the tour]
. . . according to defendants' specifications." The parties'
supplemental filings support that PREP Tours reached out to other
Puerto Rico companies on defendants' behalf. In one email
reporting revisions to the itinerary, PREP Tours emphasized "the
due diligence, dedication, research, hotel, transportation and
schedule planning devoted to [defendants'] requests."

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 Moreover, the proposed trip was a major undertaking,

involving travel, accommodations, meals, and activities for a

group of 252 people, and represented an estimated half million

dollars in business for PREP Tours and additional revenue for other

Puerto Rico businesses. A trip of such magnitude inevitably would

take substantial effort to plan and execute. And, indeed, the

record confirms that PREP Tours did make considerable efforts on

defendants' behalf. In addition to the work designing and

reconfiguring the itineraries described above -- and with

defendants' acknowledgement that they were close to formally

engaging PREP Tours -- the company proceeded to make concrete

arrangements with other businesses, including flight and hotel

reservations.

The majority appears to contend that PREP Tours'

provision of in-forum services must be viewed as largely unilateral

-- and thus irrelevant to the question of whether defendants could

foresee being haled into court in Puerto Rico. The suggestion of

one-sided activity is unsupportable, however, given defendants'

The majority states that PREP Tours did not allege that it
"contacted a single other business, soccer team, or person who did
not work for PREP Tours in response to the defendants' inquiry."
(Emphasis added.) If the majority is suggesting that PREP Tours
did not contact anyone with whom they had no prior dealings, I
fail to see the relevance of that fact. Even if some of these
businesses had previously given a quote, it is a reasonable
inference that PREP Tours had to contact them again each time
defendants asked to modify the itinerary.

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series of emails expressly asking PREP Tours to develop itineraries

with specified requests.35 It should have been obvious to

defendants that PREP Tours could not respond to their inquiries

without engaging with local companies -- repeatedly -- to ensure

availability at the requested times and to determine the tour's

cost.

Despite these extensive and extended interactions,

driven by defendants' repeated requests, my colleagues also

characterize the negotiations between the parties as "preliminary"

in an effort to minimize the scope and quality of PREP Tours'

efforts. Yet, negotiations prior to a formal agreement are always

preliminary in a sequential sense. Here, the pre-contractual

negotiations went well beyond the "just inquiring" phase to the

brink of an agreement. Thus, discounting the extent of PREP Tours'

in-forum activities because they were preliminary to a formal

agreement unfairly ignores the significance of those activities

for the purposeful availment inquiry. Put another way, defendants'

contacts with PREP Tours forged a business relationship that was

35
My colleagues, for example, state that PREP Tours was
"push[ing]" defendants for more details when the company asked for
the number of trip participants, which prompted Ramírez to send a
document listing the names of players and coaches and indicating
that a total of 252 people would be on the trip. Taken in the
light most favorable to PREP Tours, however, the inquiry about
participants was in fact a response to defendants' request to
provide a quote for the tour that did not go above $2,000 per
person.

- 53 -
sufficiently developed to "cross[] the purposeful availment

threshold." Baskin-Robbins, 825 F.3d at 39.

C. Summary

The circumstances here differ markedly from those in

Copia. The facts alleged by PREP Tours, together with the

reasonable inferences drawn therefrom, show that defendants

targeted their conduct toward Puerto Rico and Puerto Rico

businesses such that they should have foreseen the likelihood of

being haled into court in Puerto Rico if a business dispute arose.

See Burger King, 471 U.S. at 474. The primary products of a tour

company include its ability to design an attractive itinerary

suited to travelers' specified needs, and its capacity to reduce

that itinerary to a confirmed plan with service providers. PREP

Tours moved forward with that process, urged on by defendants'

expression of satisfaction and indications that defendants were

ready to "seal the deal." The flight and hotel reservations that

PREP Tours secured reflect the firmness of the arrangements.

The fact that no contract ultimately was signed, and

that the services performed therefore did not lead to additional

activity by PREP Tours, does not diminish the extent of the work

PREP Tours had performed when defendants abruptly pulled out of

the relationship. Indeed, the essence of PREP Tours' tort claim

is that the defendants unfairly ended the relationship, denying

PREP Tours the opportunity to perform additional, compensable work

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that should have been the return on their pre-contractual

investment of time and resources.36

Moreover, the abrupt termination of the negotiations

permits a reasonable inference that defendants strung PREP Tours

along to extract, at no cost, the maximum advantage from its local

knowledge and contacts, with the intent to pass along that

information to the company that would ultimately be providing the

Puerto Rico tour. Contrary to the scenario in Copia, the

defendants' contacts with the forum were far from "random, isolated

or fortuitous," Adelson, 510 F.3d at 50 (quoting Sawtelle, 70 F.3d

at 1391), and the Puerto Rico district court "should have the power

to subject [] defendant[s] to judgment regarding th[eir]

behavior," Baskin-Robbins, 825 F.3d at 36 (quoting Carreras, 660

F.3d at 555).

III.

Having thus explained why PREP Tours has satisfied the

purposeful availment prong of the personal jurisdiction inquiry,

36
In maintaining that the defendants' contacts here were less
substantial than those found inadequate in Copia, the majority
points out that the Copia negotiations involved "numerous contacts
between the parties to secure an ongoing services relationship."
But the quantity of contacts was not the problem in Copia; rather,
the contacts were not sufficiently connected to the forum. Here,
by contrast, every communication between the parties was sent to
or from Puerto Rico, and each related to services to be performed
in Puerto Rico. Hence, the substance of the contacts here -- i.e.,
the direct link to Puerto Rico -- carries far more weight in
showing purposeful availment.

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I turn to the remaining components: relatedness and

reasonableness.

A. Relatedness

The relatedness prong "focuses on the nexus between the

defendant's contacts and the plaintiff's cause of action."

Ticketmaster-N.Y., Inc. v. Alioto, 26 F.3d 201, 206 (1st Cir.

1994). Specifically with reference to PREP Tours' tort claim, it

is apparent that the contacts described above -- i.e., the ongoing

interactions between defendants and PREP Tours to plan the soccer

tour to Puerto Rico -- are the core of the alleged bad-faith

negotiations cause of action. Furthermore, the injury to PREP

Tours from defendants' alleged freeloading was foreseeable to

defendants, who misused a "product" -- the development of a

specialized local itinerary -- that PREP Tours was selling.

Although defendants argue that the alleged injury

occurred elsewhere -- i.e., in California, where they ultimately

contracted with a local company -- the asserted tortious conduct

was directed at Puerto Rico and the alleged harm occurred there.

Where a defendant's contacts primarily consist of remote

communications, we necessarily focus on the target of the

communications and the effects in that forum. See Calder v. Jones,

465 U.S. 783, 789 (1984) (holding that jurisdiction in California

was proper when the effects of defendants' intentional conduct in

Florida were felt, and caused a tortious injury, in California).

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Accordingly, defendants' substantial contacts with Puerto Rico

clearly relate to the culpa in contrahendo tort claim.

B. Reasonableness

After a plaintiff has satisfied the relatedness and

purposeful availment prongs of the personal jurisdiction analysis,

defendants may nonetheless show that it would be unreasonable for

the plaintiff's chosen forum to exercise jurisdiction over them.

Courts have identified five so-called "gestalt factors" that "put

into sharper perspective the reasonableness and fundamental

fairness of exercising jurisdiction in particular situations."

Pritzker v. Yari, 42 F.3d 53, 64 (1st Cir. 1994). Those factors

are:

(1) the defendant's burden of appearing, (2)
the forum state's interest in adjudicating the
dispute, (3) the plaintiff's interest in
obtaining convenient and effective relief, (4)
the judicial system's interest in obtaining
the most effective resolution of the
controversy, and (5) the common interests of
all sovereigns in promoting substantive social
policies.

Adelson, 510 F.3d at 51 (quoting United Elec. Radio & Mach. Workers

of Am. v. 163 Pleasant St. Corp., 960 F.2d 1080, 1088 (1st Cir.

1992)).

Here, the factors inescapably weigh in favor of finding

jurisdiction in Puerto Rico. First, despite defendants' assertion

that it would be costly and burdensome for a non-profit

organization located in California to litigate in Puerto Rico,

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litigants can electronically submit filings to a court and video-

conference from anywhere in the country, reducing the need to

travel. Absent a "special or unusual burden," Pritzker, 42 F.3d

at 64, defendants cannot assert distance as a barrier. Second, as

to the forum state's interest, Puerto Rico has a clear interest in

protecting its residents from conduct that targets and injures

them. See, e.g., McGee v. Int'l Life Ins. Co., 355 U.S. 220, 223

(1957) (noting a state's "manifest interest in providing effective

means of redress for its residents when" they are injured by an

out-of-state party). Third, PREP Tours' interest in resolving the

dispute in Puerto Rico is obvious, and we have held that a

plaintiff's choice of forum must be afforded a degree of deference.

See Ticketmaster, 26 F.3d at 211. Fourth, we have observed that

all sovereigns share an interest in "ensuring that [the

sovereign's] companies have easy access to a forum when their

commercial contracts are said to be breached by out-of-state

defendants." Downer, 771 F.3d at 70. Puerto Rico's culpa in

contrahendo doctrine reflects this interest in ensuring that

injuries arising from pre-contractual relationships are

conveniently redressed.37

37
The fifth factor, the judicial system's interest, has no
particular significance here. Although this litigation is already
underway in Puerto Rico, and starting the suit anew in California
would involve another court system, that situation presumably
would exist in every case in which personal jurisdiction is
challenged.

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 In sum, the gestalt factors do not even remotely show

that it would be unfair for defendants to be "haled into court" in

Puerto Rico to respond to PREP Tours' allegations. World-Wide

Volkswagen, 444 U.S. at 297.

IV.

Fairly read, with inferences properly drawn in favor of

PREP Tours, the record reveals that personal jurisdiction over

defendants is proper in Puerto Rico, PREP Tours' chosen forum.

Accordingly, this case should not have been dismissed, and I

therefore respectfully dissent.

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