Christine Seward v. Charles Richards & a.

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THE SUPREME COURT OF NEW HAMPSHIRE

___________________________

Grafton
No. 2020-0259

CHRISTINE SEWARD

v.

CHARLES RICHARDS & a.

Argued: May 27, 2021
Opinion Issued: September 8, 2021

Law Office of David N. Cole, of Lyme (David N. Cole on the brief) and
Myers Associates, PLLC, of Lebanon (Howard B. Myers on the brief and orally),
for the plaintiff.

Hughes Atwood & Mullaly, PLLC, of Lebanon (John R. Hughes, III on the
brief) and Buckley & Zopf, of Claremont (Melvin T. Diep orally), for the
defendants.

HICKS, J. Three defendants, Charles Richards, Chairman’s View, Inc.
(Chairman’s View), and CoreValue Holdings, LLC (CoreValue), appeal an order
of the Superior Court (MacLeod, J.) denying their motion to dismiss, for lack of
personal jurisdiction, this action brought by the plaintiff, Christine Seward.
Two additional defendants, Consulting Software System, LLC (CSS) and George
Sandmann, were not parties to the motion to dismiss and are not parties to
this appeal. We affirm.
 The plaintiff brought the instant action against Richards, Chairman’s
View, CoreValue (collectively, for purposes of this opinion, “the defendants”),
CSS, and Sandmann for claims related to the transfer of a patent. The
plaintiff’s complaint alleges the following jurisdictional facts. The plaintiff
resides in Hanover. Chairman’s View is a Delaware corporation that is
registered with the New Hampshire Secretary of State to do business in New
Hampshire as a foreign corporation. Its principal office is located in White
River Junction, Vermont. CoreValue is a Nevada limited liability company that
is registered to do business in Vermont and has the same principal office
address in White River Junction as Chairman’s View. Richards resides in
Norwich, Vermont, and is the president, sole director, and majority shareholder
of Chairman’s View and is the managing member, and either the sole or
majority member, of CoreValue.

The complaint further alleges the following. Chairman’s View develops
software for business and commercial applications. In 2016, when Chairman’s
View applied for a certificate of authority to do business in New Hampshire, it
maintained a physical address in Lebanon, New Hampshire. The plaintiff is a
former employee of Chairman’s View.

On December 31, 2014, the plaintiff loaned Chairman’s View $312,500
at Richard’s request. Chairman’s View executed a demand promissory note in
that amount, with interest, to the plaintiff. On September 30, 2015, again at
Richard’s request, the plaintiff loaned Chairman’s View an additional $58,000
and Chairman’s View executed another demand promissory note with the same
terms as the first.

On April 29, 2016, the plaintiff made a formal demand for payment on
both notes, as Chairman’s View had made no payments of principal or interest
as of that date. Chairman’s View failed to honor the demands, constituting an
event of default on both notes. After meeting to discuss the defaults, the
plaintiff and Chairman’s View executed a blanket security agreement on July 5,
2016 (the Security Agreement). To secure the payment of both notes, the
Security Agreement pledged all of Chairman’s View’s assets, including, but not
limited to, “computer programs, patents and patent applicators, software,
licenses,” and all proceeds from the sale of those assets. The pledged assets
included U.S. Patent No 960727842 for proprietary software (the Patent),
which, the complaint alleges, on “knowledge and belief, . . . constitutes
Chairman’s View’s nearly only—but significantly valuable—asset.”

The Security Agreement, a copy of which was appended to the complaint,
identified an address in West Lebanon as Chairman’s View’s principal place of
business and required Chairman’s View to “keep the Collateral free from any
lien, security interest or encumbrance” and “defend the same against all claims
and demands of all persons at any time claiming the same or any interests
therein adverse to” the plaintiff. It also provided: “This Security Agreement and

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all rights and obligations hereunder, including matters of construction, validity
and performance, shall be governed by the laws of the State of New
Hampshire.” The plaintiff perfected her security interest on July 5, 2016.

Due to continued nonpayment, the plaintiff filed suit in superior court in
late July 2016 to collect on the notes (the First Lawsuit). On August 18, 2017,
the superior court entered judgment for the plaintiff in the First Lawsuit. The
plaintiff filed a motion for post-judgment attachment on Chairman’s View’s
assets on November 1, 2017, and a renewed motion to attach the Patent on
February 3, 2018.

The complaint at issue here recounts a series of events during and after
the pendency of the First Lawsuit through which the defendants, along with
CSS and Sandmann, allegedly “engaged in a joint scheme to deliberately avoid
paying [the plaintiff’s] judgment, circumvent her security interest in the Patent,
and abscond with the proceeds of license fees and sales that are rightfully [the
plaintiff’s].” Specifically, the complaint alleges that in November 2016,
Richards organized CoreValue and, approximately five weeks later, Sandmann
incorporated CSS. At some point during the timeline relevant to this action,
Sandmann had become employed by Chairman’s View. He subsequently
became vice president and, finally, in 2016, president.

On October 2, 2017, after the judgment in the First Lawsuit had become
final and without the plaintiff’s knowledge or consent, Chairman’s View
recorded an assignment of the Patent to CoreValue in the United States Patent
and Trademark Office. As the Patent was Chairman’s View’s only significant
asset, its assignment to CoreValue essentially rendered Chairman’s View
insolvent. At approximately the same time, CoreValue licensed the Patent to
CSS, in return for which “Sandmann agreed to give up all of his ownership in
Chairman’s View.”

On April 24, 2018, the superior court granted the plaintiff permission to
attach the Patent, but, as detailed above, the Patent had already been assigned
to CoreValue. The complaint alleges that Richards and CoreValue continue to
receive license fees, and that they, as well as Sandmann and CSS, continue to
receive revenue from marketing the software covered by the Patent “despite [the
plaintiff’s] security interest in the Patent’s proceeds and, accordingly, her
priority interest in and to those revenues and license fees.” Based on these
factual allegations, the complaint alleged claims for breach of contract,
enforcement of a security interest, fraudulent transfer, consumer fraud, civil
conspiracy, and piercing the corporate veil.

The defendants moved to dismiss on the ground that the court lacked
personal jurisdiction over them. The plaintiff objected. Following a non-
evidentiary hearing, the court denied the motion. The court noted that the
plaintiff had not argued that the court had general personal jurisdiction over

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the defendants, and, therefore, the court limited its analysis to specific
jurisdiction. It concluded that all requirements for such jurisdiction were met
and ruled that “exercising specific jurisdiction in this case is consistent with
notions of fair play and substantial justice.”

On appeal, the defendants argue that the trial court erred in finding that:
(1) the plaintiff pled specific jurisdiction or facts to support specific jurisdiction
as to them; and (2) “specific jurisdiction over [the defendants] is consistent with
notions of fair play and substantial justice.”

“Our standard of review for rulings on motions to dismiss for lack of
personal jurisdiction varies according to the case’s procedural posture.”
Kimball Union Academy v. Genovesi, 165 N.H. 132, 136 (2013). “When, as in
this case, the trial court rules upon the motion without holding an evidentiary
hearing, the trial court employs a prima facie standard, and we review the trial
court’s decision de novo.” Id. (quotation omitted). Under the prima facie
standard, the inquiry is “whether the plaintiff has proffered evidence which, if
credited, is sufficient to support findings of all facts essential to personal
jurisdiction.” Id. (quotation omitted). “The plaintiff ordinarily cannot rest upon
the pleadings, but is obliged to adduce evidence of specific facts.” Id.
(quotation and brackets omitted). “Both the trial court and we, when
undertaking de novo review, must accept the plaintiff’s (properly documented)
proffers as true for the purpose of determining the adequacy of the prima facie
jurisdictional showing.” Id. (quotation omitted). “The plaintiff’s evidentiary
proffers must be construed in the light most congenial to the plaintiff’s
jurisdictional claim and facts put forward by the defendant may be considered
only if they are uncontradicted by the plaintiff’s submissions.” Id. (quotations
and brackets omitted).

“Determining whether a court may exercise personal jurisdiction over a
[defendant] contemplates a two-part analysis.” N.H. Bank Comm’r v. Sweeney,
167 N.H. 27, 32 (2014). “First, the State’s long-arm statute must authorize
such jurisdiction. Second, the requirements of the federal Due Process Clause
must be satisfied.” Id. (quotation omitted). To the extent that any of the
defendants’ arguments could be interpreted as contending that the long-arm
statute’s requirements are not met in this case, we decline to address those
arguments given the defendants’ acknowledgement that “[b]ecause New
Hampshire’s [long-arm statute], RSA 510:4, authorizes a court to exercise
personal jurisdiction to the extent permissible under the Due Process Clause,
the analysis depends upon due process.” See RSA 510:4, I (2010); Sweeney,
167 N.H. at 32 (noting that “the due process analysis is normally dispositive”).

“Under the Federal Due Process Clause, a court may exercise personal
jurisdiction over a non-resident defendant if the defendant has minimum
contacts with the forum, such that the maintenance of the suit does not offend
traditional notions of fair play and substantial justice.” Kimball Union

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Academy, 165 N.H. at 138 (quotation omitted). “‘[M]inimum contacts’ is not
necessarily a numbers game”; “in order to be subject to the jurisdiction of the
forum state, a nonresident need have only one contact with the forum, so long
as the contact is meaningful.” Pritzker v. Yari, 42 F.3d 53, 61 (1st Cir. 1994).
“Jurisdiction can be ‘general,’ where the defendant’s contacts with the forum
State are continuous and systematic, or ‘specific,’ where the cause of action
arises out of or relates to the defendant’s forum-based contacts.” Staffing
Network v. Pietropaolo, 145 N.H. 456, 458 (2000) (quotations omitted).

Although the defendants advance certain arguments related to general
jurisdiction, we construe those arguments as subsidiary to their main
contention that the plaintiff’s proffered evidence falls short of meeting her
burden of establishing specific jurisdiction over them. Because we need only
address the defendants’ primary contention to resolve this appeal, we
undertake an analysis of specific, rather than general, personal jurisdiction.

To determine whether exercising specific personal jurisdiction over the
defendants comports with due process, we examine whether: “(1) the contacts
relate to the cause of action; (2) the [defendants] have purposefully availed
themselves of the protection of New Hampshire’s laws; and (3) it would be fair
and reasonable to require the [defendants] to defend the suit in New
Hampshire.” Sweeney, 167 N.H. at 33. “Each factor must be evaluated on a
case-by-case basis, and all three factors must be satisfied for the exercise of
jurisdiction to be constitutional.” Id.

As an initial matter, the defendants claim that the trial court erred in
ruling that a separate analysis of each count was unnecessary, and,
specifically, “failed to consider the elements of the Plaintiff’s causes of action,
separately in contract or tort.” We agree. “Questions of specific jurisdiction are
always tied to the particular claims asserted.” Phillips Exeter Academy v.
Howard Phillips Fund, 196 F.3d 284, 289 (1st Cir. 1999) (commending trial
court’s “decision to analyze the contract and tort claims discretely”). Here, the
complaint alleges one claim for breach of contract and a number of common
law and statutory claims that sound in tort or are predicated upon the
defendants’ allegedly tortious conduct. See Sugartown Worldwide LLC v.
Shanks, Civil Action No. 14-5063, 2015 WL 1312572, at *5, *14 n.6 (E.D. Pa.
Mar. 24, 2015) (treating statutory cause of action for fraudulent transfer as
analogous to an intentional tort for purposes of personal jurisdiction analysis).

The trial court acknowledged that “[o]rdinarily, individual claims must be
separately assessed for specific personal jurisdiction purposes,” but concluded
that “a separate analysis of each count [was] unnecessary” in this case because
“all six of the plaintiff’s claims arise out of the same factual underpinning—the
alleged improper transfer and subsequent license of the Patent.” The relevant
inquiry, however, is not whether claims arise out of the “same factual
underpinning,” as the trial court found here, but whether they arise out of the

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“same forum contacts,” ERC Midstream v. American Midstream Ptnrs, 497
S.W.3d 99, 107 (Tex. App. 2016). These contacts, in turn, must relate to the
cause of action. See Sweeney, 167 N.H. at 33. Because that determination
requires examining the elements of the cause of action, and the elements differ
in tort and contract cases, we conclude that the court erred in failing to analyze
the contract and tort-related claims separately. See Phillips Exeter Academy,
196 F.3d at 289.

We conclude that all of the “tort-related” claims, however, can be
analyzed together, because the contact for all such claims is the alleged
commission of tortious acts in New Hampshire. See ERC Midstream, 497
S.W.3d at 107 (observing that court need not “analyze jurisdictional contacts
on a claim-by-claim basis . . . if all claims arise from the same forum
contacts”). In addition, because each of the defendants is alleged to have
participated in the fraudulent acts and scheme underlying each of the tort-
related claims, we conduct a single due process analysis with respect to all
defendants on these claims. In light of the foregoing, we now conduct a
separate, de novo, analysis of the contract and tort-related claims. See Kimball
Union Academy, 165 N.H. at 136.

“To satisfy the relatedness factor, there must be more than just an
attenuated connection between the contacts and the claim; the defendant’s in-
state conduct must form an important, or at least material, element of proof in
the plaintiff’s case.” Petition of Reddam, 170 N.H. 590, 599 (2018) (quotation
omitted). The relatedness test is a “flexible, relaxed standard,” and “[t]he
court’s assessment of relatedness is informed by the concept of foreseeability.”
Id. (quotations omitted).

The first count alleges that Chairman’s View breached the Security
Agreement by assigning the Patent to CoreValue without the plaintiff’s
knowledge or approval and in derogation of her perfected security interest.
When Chairman’s View executed the Security Agreement in July 2016, it
maintained a physical address, a principal place of business, and the authority
to do business in this state. See Phillips Exeter Academy, 196 F.3d at 289
(noting that “[i]n contract cases, a court charged with determining the
existence vel non of personal jurisdiction must look to the elements of the
cause of action and ask whether the defendant’s contacts with the forum were
instrumental either in the formation of the contract or in its breach”). In
addition, the Security Agreement is expressly governed by New Hampshire law.
We, therefore, conclude that the parties’ contractual relationship is “centered
in” New Hampshire. Mullins v. TestAmerica, Inc., 564 F.3d 386, 402 (5th Cir.
2009). “Because the very document that represents [Chairman’s View’s] forum-
related activity is itself the cause and object of” the breach of contract claim,
“this activity . . . [is] related to” that claim. Pritzker, 42 F.3d at 61.
Furthermore, in cases involving contracts, “[a] finding of jurisdiction will be
more likely if we find ‘plus’ factors in addition to the mere existence of a

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contract with a New Hampshire resident.” Staffing Network, 145 N.H. at 458
(describing “plus” factors). Two such factors are present here: the Security
Agreement included a choice of law provision specifying that it would be
governed by New Hampshire law, and bore an address in New Hampshire
purporting to be Chairman’s View’s principal place of business. Sweeney, 167
N.H. at 34. We conclude that the relatedness test is satisfied as to the first
count.

With respect to the remaining, tort-related claims, the defendants do not
challenge the near-tautology that the commission of tortious acts relates to the
plaintiff’s causes of action sounding in tort; rather, they challenge the
sufficiency of the alleged contact with New Hampshire. The defendants
contend that “[a]ll decisions governing the security agreement and transfer of
the patent were made in Vermont, Texas or Massachusetts, but not in New
Hampshire.” The alleged contact found sufficient by the trial court, however,
was not the situs of decision-making, but the situs of injury. Cf. Kimball
Union Academy, 165 N.H. at 137 (noting, with respect to the requirements of
the New Hampshire long-arm statute, that “[f]or jurisdictional purposes, a
party commits a tortious act within the State when the injury occurs in New
Hampshire even if the injury is the result of acts outside the State” (quotation
omitted)). The trial court found “little doubt that any injury from the alleged
improper transfer of the Patent would be felt in New Hampshire.”

Nevertheless, the defendants argue that, under the Supreme Court’s
decision in Walden v. Fiore, 571 U.S. 277 (2014), “mere effects in the forum
state are insufficient to confer personal jurisdiction.” They assert that “the
Plaintiff alleges injury in New Hampshire because she resides in New
Hampshire,” and contend that this connection is insufficient.

In Walden, the Supreme Court held that a court in Nevada could not
“exercise personal jurisdiction over a defendant on the basis that he knew his
allegedly tortious conduct in Georgia would delay the return of funds to
plaintiffs with connections to Nevada” where “the defendant had no other
contacts with Nevada.” Walden, 571 U.S. at 279. The Court noted that its
holding was consistent with Calder v. Jones, 465 U.S. 783 (1984). Walden,
571 U.S. at 289-90. In Calder, the Court held that a California court could
properly exercise personal jurisdiction over Florida defendants whose
“intentional, and allegedly tortious, actions were expressly aimed at California.”
Calder, 465 U.S. at 785-86, 789. The Walden Court explained:

Calder made clear that mere injury to a forum resident is not a
sufficient connection to the forum. Regardless of where a plaintiff
lives or works, an injury is jurisdictionally relevant only insofar as
it shows that the defendant has formed a contact with the forum

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 State. The proper question is not where the plaintiff experienced a
particular injury or effect but whether the defendant’s conduct
connects him to the forum in a meaningful way.

Walden, 571 U.S. at 290.

We conclude that the salient jurisdictional facts of this case are more
akin to those in Calder than those in Walden, and we note that they are similar
to cases in other jurisdictions that have found the so-called “Calder effects test”
was met. Indeed, the United States Bankruptcy Court for the District of New
Mexico observed that “[c]ourts have held with near uniformity that they have
personal jurisdiction to hear fraudulent transfer cases under
the Calder analysis, even when the transfer is the only contact between the
debtor and the foreign transferee.” In re Akbari–Shahmirzadi, No. 11-15351-
t11, 2016 WL 6783245, at *3 (Bankr. D.N.M. Nov. 14, 2016). This is especially
so where the fraudulent transfer hinders the collection of a judgment
previously issued by a court in the forum state or would impair rights under a
contract connected to the forum. See, e.g., Mullins, 564 F.3d at 390, 398
(concluding that specific jurisdiction existed over out-of-state defendants who
“purposefully aimed their [fraudulent] conduct at [the corporate plaintiff] in
Texas . . . with the knowledge that their conduct would allegedly impair the
rights of a single, major creditor and Texas resident under agreements that
center around Texas”); Gambone v. Lite Rock Drywall, 288 F. App’x 9, 11, 13,
14 (3d Cir. 2008) (concluding that non-resident third-party defendant had the
necessary minimum contacts with Pennsylvania where he “participated in a
fraudulent conveyance . . . for the purpose of preventing the plaintiffs, who are
Pennsylvania creditors, from collecting on a judgment rendered in their favor
by a court in Pennsylvania, . . . and thus ‘expressly aimed’ his conduct at the
forum”); Sourcing Mgmt., Inc. v. Simclar, Inc., 118 F. Supp. 3d 899, 903, 910
(N.D. Tex. 2015) (noting that plaintiff made “a prima facie showing that all or
substantially all of [one defendant’s] assets . . . were transferred to [another
defendant] as part of a scheme to prevent Plaintiff, a Texas creditor, from
collecting its Texas judgment”). Here, where the alleged tortious conduct
impaired both the collection of a New Hampshire judgment and the plaintiff’s
rights under the New Hampshire-based Security Agreement, the occurrence of
injury in New Hampshire is not based solely on the plaintiff’s residence but
upon the defendants aiming their allegedly tortious actions at this state. See
Calder, 465 U.S. at 789.

We are also not persuaded by the defendants’ argument that “the situs of
a tort involving a patent and its transfer . . . cannot be easily determined to be
where the Plaintiff resides” because “[a] patent is intellectual property, which is
an intangible asset with no physical substance that is ultimately governed
under federal patent law.” That the fraudulently-conveyed asset is a patent is
immaterial; we note that Gambone involved a motion to implead the recipients
of certain allegedly fraudulently-conveyed patents “and to restrain further

8
transfer of the patents.” Gambone, 288 F. App’x at 11. The pertinent facts
here are that the transfer of the Patent thwarted collection on a New
Hampshire judgment and breached a contract centered in New Hampshire. We
conclude that the relatedness factor is satisfied.

The second prong of the due process analysis considers whether the
defendants “have purposefully availed themselves of the protection of New
Hampshire’s laws.” Sweeney, 167 N.H. at 33. “To satisfy the second
requirement, 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 protection of that state’s laws and making the
defendant’s involuntary presence before the state’s courts foreseeable.” State
v. N. Atlantic Ref. Ltd., 160 N.H. 275, 283-84 (2010) (quotation omitted).
“Purposeful availment requires both foreseeability and voluntariness.”
Sweeney, 167 N.H. at 34. “Voluntariness requires that a [defendant’s] contacts
with the forum state proximately result from actions by the [defendant].” Id.
“The contacts must be deliberate and not based on the unilateral actions of
another party,” and “cannot be merely fortuitous, but rather, the [defendants]
must have purposefully directed actions at New Hampshire.” Id.
“Foreseeability requires that the contacts must be of a nature such that a
[defendant] could reasonably anticipate being haled into court here.” Id.

With respect to Chairman’s View and the breach of contract claim, we
conclude that the purposeful availment prong is met. Chairman’s View entered
into the Security Agreement with a New Hampshire resident when Chairman’s
View itself was registered to do business in New Hampshire and had both a
physical address and its principal place of business in this state. The Security
Agreement specifically provided that it was to be governed by New Hampshire
law. These contacts with New Hampshire were not fortuitous and, by
voluntarily entering into such an agreement, Chairman’s View “could
reasonably have anticipated being haled into court here.” Id. at 35; cf.
Computac, Inc. v. Dixie News Co., 124 N.H. 350, 354 (1983) (concluding that
purposeful availment prong was satisfied where defendant “voluntarily entered
into a contract with a New Hampshire corporation, knowing that the contract
had substantial connections to New Hampshire”).

Likewise, accepting the plaintiff’s proffers as true for purposes of our
review under the prima facie standard, see Kimball Union Academy, 165 N.H.
at 136, we conclude that, by committing the tortious acts alleged in the
remaining counts, the defendants purposely availed themselves of the privilege
of conducting activities in New Hampshire. Many of the same factors that led
us to conclude that the relatedness prong is met — in particular, the allegedly
intentional direction of activities to impair both the collection of a New
Hampshire judgment and the plaintiff’s rights under a New Hampshire-
centered contract — lead us to conclude that the purposeful availment prong is
also met. See Mullins, 564 F.3d at 395, 402 (New York defendant “should

9
reasonably have anticipated being haled into a Texas court for precipitating
and directing an alleged fraudulent transfer at the expense of a known, major
creditor in Texas whose right to payment arises out of contracts that share a
strong connection with Texas”); Universitas Educ., LLC v. Nova Group, Inc.,
Nos. 11CV1590-LTS-HBP, 11CV8726-LTS-HBP, 2014 WL 3883371, at *6
(S.D.N.Y. Aug. 7, 2014) (“The conduct of tortious activity targeted at a New York
entity and a New York judgment suffices to demonstrate that the . . .
Respondents should reasonably have anticipated being haled into court here.”).

Having found the first two prongs satisfied, we now turn to the third:
whether “it would be fair and reasonable to require the [defendants] to defend
the suit in New Hampshire.” Sweeney, 167 N.H. at 33. “For this
determination, we examine the five so-called ‘gestalt factors,’” which are: “the
burden on the [defendant]; the forum state’s interest in adjudicating the
dispute; the [plaintiff’s] interest in obtaining convenient and effective relief; the
interstate judicial system’s interest in obtaining the most efficient resolution of
controversies; and the shared interest of the several states in furthering
fundamental substantive social policies.” Id. at 37-38 (quotation omitted).

With respect to the first factor, the proximity of the states involved
minimizes the burden on the defendants: we agree with the trial court that “[i]t
is not particularly onerous for a business executive to travel from Vermont to
New Hampshire.” As to the second factor, “New Hampshire has a manifest
interest in providing redress to its residents for a non-resident’s breach of
contract,” Computac, Inc., 124 N.H. at 355, and concomitant fraudulent
transfer, see Sugartown Worldwide LLC, 2015 WL 1312572, at *8 (noting
Pennsylvania’s manifest interest in providing effective means of redress to
Pennsylvania corporation seeking to set aside allegedly fraudulent transfers).
New Hampshire also has a strong interest in “protecting the legitimacy of its
court judgments.” Universitas Educ., LLC, 2014 WL 3883371, at *7. The third
factor also weighs in favor of exercising jurisdiction, as the plaintiff’s interest in
obtaining convenient and effective relief is furthered by providing her a means
of redress in her home state. The fourth factor is neutral, as the plaintiff could
have sued all defendants in the neighboring state of Vermont. See id. Finally,
“the states have a shared interest in preventing fraudulent conveyances,” id.,
and in enforcing contracts and providing recourse for breach, see Napoli, Bern,
Ripka, Shkolnik & Assocs., LLP v. Stratos Legal Servs., No. 14-18-00420-CV,
2019 WL 2589885, at *10 (Tex. App. June 25, 2019) (noting that “the several
states share an interest in furthering freedom of contract with access to
efficient legal recourse”). Accordingly, we agree with the trial court that “the
gestalt factors . . . overwhelmingly disfavor dismissal in this case,” and, for the
foregoing reasons, we reject the defendants’ argument that “the trial court’s
weighing of the traditional notions of fair play and substantial justice violates
the Due Process Clause.”

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 Although the trial court erred in failing to separately analyze the
plaintiff’s contract and tort-related claims, it reached the correct result, and we
therefore affirm. Because we disagree with the plaintiff’s assertion that this
appeal is “specious,” we deny her request for an increase in the statutory
interest rate and an award of “all expenses she has incurred in this appeal,
including her reasonable attorneys’ fees.”

Affirmed.

HANTZ MARCONI and DONOVAN, JJ., concurred.

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