Romero v. TitleMax of New Mexico, Inc. et al
MEMORANDUM OPINION AND ORDER by District Judge Kenneth J. Gonzales denying 32 Second Motion to Dismiss for Failure to State a Claim and for Lack of Personal Jurisdiction; and denying 33 Second Motion to Dismiss for Failure to State a Claim and for Lack of Personal Jurisdiction. (tah)
Case 1:17-cv-00775-KG-SCY Document 76 Filed 08/06/20 Page 1 of 16
IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF NEW MEXICO
JESSE ROMERO, on behalf of himself
and all others similarly situated,
No. CV 17-775 KG/SCY
TITLEMAX OF NEW MEXICO, INC.,
TMX FINANCE, LLC, and TRACY YOUNG,
MEMORANDUM OPINION AND ORDER
This matter is before the Court on Defendant TMX Finance, LLC (“TMX”) and
Defendant Tracy Young’s Second Motions to Dismiss for Lack of Personal Jurisdiction Pursuant
to Rules 12(b)(2) and 12(b)(6), both filed September 29, 2017. (Docs. 32 and 33).1 Plaintiff
filed responses to the Motions to Dismiss on October 23, 2017, (Docs. 43 and 44), and
Defendants TMX and Young filed replies on November 17, 2017, (Docs. 48 and 49). Having
considered the parties’ briefing, the record of the case, and the applicable law, the Court denies
both Motions to Dismiss.
Plaintiff Romero initiated this action in New Mexico state court on June 20, 2017, against
Defendants TitleMax of New Mexico, Inc. (“TitleMax”), TMX Finance, LLC, and Tracy Young.
(Doc. 1) at 1-2. Plaintiff alleges that Defendants’ loan business violates New Mexico consumer
The Court dismissed as moot Defendants TMX and Young’s First Motions to Dismiss because
they were based on Plaintiff’s original Complaint. See (Doc. 75) (dismissing as moot Docs. 12
and 14). Defendants TMX and Young’s Second Motions to Dismiss are filed in response to
Plaintiff’s Amended Complaint, (Doc. 21).
Case 1:17-cv-00775-KG-SCY Document 76 Filed 08/06/20 Page 2 of 16
protection statutes and common law consumer protection principles, and he seeks certification of
a class defined as “all New Mexico citizens who have taken out a loan from Defendants since
March 11, 2013.” (Doc. 21) at 15 (Amended Complaint). Specifically, Plaintiff alleges
Defendants’ loan practices violate the New Mexico Unfair Trade Practices Act, NMSA 1978, §
57-12-3, and common law procedural and substantive unconscionability. Id. at 16-22.
Defendants timely removed the case to this Court pursuant to 28 U.S.C. § 1332(d) (jurisdiction
based on the Class Action Fairness Act) and 28 U.S.C. § 1332(a) (traditional diversity
jurisdiction). (Doc. 1) at 3-17.
Plaintiff’s claims arise from three loans he took out on July 19, 2016, August 4, 2016,
and May 15, 2017. (Doc. 9). On May 2, 2018, the Court granted TitleMax’s Motion to Compel
Arbitration as to the first two loans. (Doc. 58). TitleMax appealed that decision and on February
5, 2019, the Tenth Circuit Court of Appeals affirmed the Court’s order compelling arbitration for
loans one and two. (Doc. 72). Consequently, the Court stayed this case pending arbitration of
those loans. (Doc. 71). On November 11, 2019, the Arbitrator, John A. Darden, issued a
decision finding the loans did not violate the New Mexico Unfair Trade Practices Act and were
not unconscionable, and he dismissed Plaintiff’s claims as to the first and second loan
agreements. (Doc. 73). Accordingly, this case is ready to proceed as to Plaintiff’s third loan
agreement and Defendants TMX and Young’s Second Motions to Dismiss are ready for ruling.
(Doc. 74) (parties’ Joint Status Report).
In their Motions to Dismiss, Defendants TMX and Young argue that this Court does not
have general or specific jurisdiction over them because they do not have sufficient minimum
contacts with New Mexico. (Docs. 32 and 33). Plaintiff responds that Defendants TMX and
Young have sufficient jurisdictional contacts with New Mexico through their regional subsidiary,
Case 1:17-cv-00775-KG-SCY Document 76 Filed 08/06/20 Page 3 of 16
TitleMax, over which they hold highly concentrated power and control. (Docs. 25, 26, 43, and
This Court must have personal jurisdiction over Defendants to adjudicate Plaintiff’s
claims against them. See Walden v. Fiore, 571 U.S. 277, 283 (2014) (“The Due Process Clause
of the Fourteenth Amendment constrains a State’s authority to bind a nonresident defendant to a
judgment of its courts.”). Plaintiff bears the burden of establishing personal jurisdiction, but in
the preliminary stages of litigation this burden is “light” such that Plaintiff “is only required to
establish a prima facie showing of [personal] jurisdiction.” Doe v. Nat’l Med. Serv., 974 F.2d
143, 145 (10th Cir. 1992); Dudnikov v. Chalk & Vermilion Fine Arts, Inc., 514 F.3d 1063, 1069
(10th Cir. 2008). Plaintiff may make a prima facie showing of personal jurisdiction “by
demonstrating, via affidavit or other written materials, facts that if true would support
jurisdiction over the defendant.” OMI Holdings Inc. v. Royal Ins. Co. of Canada, 149 F.3d 1086,
1091 (10th Cir. 1998); Old Republic Ins. Co. v. Continental Motors, Inc., 877 F.3d 895, 903
(10th Cir. 2017). The complaint’s well-pled factual content “must be accepted as true if
uncontroverted by the defendant’s affidavits,” and “factual disputes … must be resolved in the
plaintiff’s favor when the parties present conflicting affidavits.” FDIC v. Oaklawn Apartments,
959 F.2d 170, 174 (10th Cir. 1992). However, Plaintiff must “support jurisdictional allegations
in a complaint by competent proof of the supporting facts if the jurisdictional allegations are
In response to Defendants TMX and Young’s Second Motions to Dismiss, Plaintiff
incorporates by reference his responses to their First Motions to Dismiss. (Docs. 25 and 26)
(filed in response to Docs. 12 and 14).
Case 1:17-cv-00775-KG-SCY Document 76 Filed 08/06/20 Page 4 of 16
challenged by an appropriate pleading.” Pytlik v. Prof’l Res., Ltd., 887 F.2d 1371, 1376 (10th
In a diversity action, such as this one, a federal court has personal jurisdiction over
nonresident defendants only to the extent that the forum state’s long-arm statute permits. See
Fid. and Cas. Co. v. Philadelphia Resins Corp., 766 F.2d 440, 442 (10th Cir. 1985). New
Mexico’s long-arm statute is coextensive with the 14th Amendment’s Due Process Clause, such
that if jurisdiction is permitted under the Due Process Clause, it is also authorized by the longarm statute. See Trujillo v. Williams, 465 F.3d 1210, 1217 (10th Cir. 2006); Tercero v. Roman
Catholic Diocese of Norwich, 2002-NMSC-018, ¶ 6, 132 N.M. 312. The 14th Amendment’s
Due Process Clause requires a plaintiff to establish that a nonresident defendant must have “such
minimum contacts with the forum state that he should reasonably anticipate being haled into
court there.” Emp’rs Mut. Cas. Co. v. Bartile Roofs, Inc., 618 F.3d 1153, 1159-60 (10th Cir.
2010) (citation omitted). If a plaintiff makes such a showing, he must then establish that the
exercise of personal jurisdiction over the nonresident defendant does not “offend traditional
notions of fair play and substantial justice.” Int’l Shoe Co. v. Washington, 326 U.S. 310, 316
(1945) (citation omitted).
One type of jurisdiction over a defendant is “general jurisdiction,” which arises if a
defendant’s contacts with New Mexico were so “continuous and systematic” that the court could
exercise personal jurisdiction over it even if the underlying suit is unrelated to its contacts with
the state. See Trierweiler v. Croxton & Trench Holding Corp., 90 F.3d 1523, 1532-33 (10th Cir.
1996). The other type of personal jurisdiction is “specific jurisdiction,” such that the cause of
action arises from a particular transaction of business or commission of a tortious act in which
the defendant “purposely avails himself of the privilege of conducting activities within the forum
Case 1:17-cv-00775-KG-SCY Document 76 Filed 08/06/20 Page 5 of 16
state, thus invoking the benefits and protections of its laws.” Hanson v. Denckla, 357 U.S. 235,
B. General Jurisdiction
Defendants TMX and Young contend the Court does not have general jurisdiction over
them because Defendant TMX was formed in Delaware and its principal place of business is
Georgia, and Defendant Young is neither a resident nor domiciliary of New Mexico. (Doc. 32)
at 13; (Doc. 33) at 8. Plaintiff does not dispute these assertions and, instead, argues that the
Court has specific jurisdiction over Defendants TMX and Young. (Docs. 25 and 26) at 1-2.
Accordingly, the Court concludes there is no general jurisdiction over Defendants TMX or
Young. See Daimler AG v. Bauman, 571 U.S. 117, 137 (2014) (“With respect to a corporation,
the place of incorporation and principal place of business are paradigm bases for general
jurisdiction.”) (citation omitted).
C. Specific Jurisdiction
It is undisputed that there is jurisdiction over Defendant TitleMax. Plaintiff asserts the
Court also has jurisdiction over Defendants TMX and Young because they are the alter egos or
agents of TitleMax. Specifically, Plaintiff states that TMX is the parent company of TitleMax
and that Defendant Young is “the founder, sole owner, chief executive officer and chairman of
the board of TMX” and “the sole beneficial owner, chief executive officer and director of
TitleMax.” (Doc. 21) at 2. Because the alter ego and agency analyses are substantially similar,
the Court will analyze them together. See Weisler v. Cmty. Health Sys., Inc., 2012 WL 4498919,
at *12 (D.N.M.) (explaining under either agency or alter ego theory, court inquires whether
parent corporation “dominat[ed] the day to day business decisions of the subsidiary and
disregard[ed] the corporate entity of the subsidiary”).
Case 1:17-cv-00775-KG-SCY Document 76 Filed 08/06/20 Page 6 of 16
Generally, personal jurisdiction over a subsidiary corporation does not give personal
jurisdiction over the parent corporation, even if the parent wholly owns the subsidiary. Jemez
Agency, Inc. v. CIGNA Corp., 866 F. Supp. 1340, 1343 (D.N.M. 1994); see also Alto Eldorado
P’ship v. Amrep Corp., 2005-NMCA-131, ¶ 32, 138 N.M. 607 (“[T]he mere relationship of
parent corporation and subsidiary corporation is not in itself a sufficient basis for subjecting both
to the jurisdiction of the forum state, where one is a nonresident and is not otherwise present or
doing business in the forum state.”). However, a court may deem a subsidiary the alter ego of a
parent and pierce the corporate veil where: (1) “the parent’s control goes beyond that normally
exercised by a majority shareholder” and is “so complete as to render the subsidiary an
instrumentality of the parent;” or (2) “the subsidiary does an act at the direction of the parent, or
in the course of the parent’s business.” Jemez Agency, 866 F. Supp. at 1343; see also Daimler
AG, 571 U.S. at 135, n. 13 (“A corporation is a distinct legal entity that can act only through its
agents … . As such, a corporation can purposefully avail itself of a forum by directing its agents
or distributors to take action there.”) (citations omitted). In other words, “the Court may
properly invoke jurisdiction over a foreign parent company predicated on the acts of one of its
subsidiaries if the parent company actually controls the subsidiary’s day-to-day business
decisions and disregards the subsidiary’s business entity.” Quimbey by Faure v. Cmty. Health
Sys., Inc., 2015 WL 13651236, at *8 (D.N.M.); Berry v. Bryant, 2012 WL 12819204, at *4
(D.N.M.) (explaining if parent’s control is “so complete as to render the subsidiary an
instrumentality of the parent, … the Court may deem the subsidiary the mere ‘alter ego’ of the
parent, and accordingly, may pierce the corporate veil”).
Case 1:17-cv-00775-KG-SCY Document 76 Filed 08/06/20 Page 7 of 16
1. Defendant TMX
In support of its Motion to Dismiss, Defendant TMX presents affidavit evidence from
Stephen Paris, Director of Regulatory Compliance for the TMX Finance Family of Companies.
(Doc. 32) at 5-8; (Doc. 12-1). Mr. Paris attests to the following about Defendant TMX: it is
primarily a holding company to hold the stock of its subsidiaries; it does not maintain an internet
website, does not direct any advertising or communication at residents of New Mexico, and does
not provide any consumer products or services in New Mexico; it has no operating assets,
employees, or property in New Mexico; it is not licensed to do business in New Mexico and has
never paid taxes to New Mexico; and it does not have a registered agent in New Mexico. (Doc.
12-1). Mr. Paris further states Defendant TMX never engaged in loan underwriting or entered
into a loan agreement in New Mexico or with a New Mexico resident. Id.
In response, Plaintiff provides several exhibits to support a finding that TMX has
subjected itself to this Court’s jurisdiction. First, Plaintiff attaches a Consent Order dated
September 26, 2016, in which the United States Consumer Financial Protection Bureau
(“CFPB”) fined TMX $9,000,000 for “unfair and abusive practices in lending and debt
collection” in relation to the business practices occurring in TMX’s subsidiaries. (Doc. 25) at
12; (Doc. 25-3). Plaintiff emphasizes the CFPB fined TMX but did not separately fine its
subsidiaries such as TitleMax, and that the Consent Order is signed only by TMX and not by
TMX’s subsidiaries. (Doc. 25-4) at 4-5. Plaintiff argues this exhibit demonstrates that TMX
controls the business practices of its subsidiaries.
Second, Plaintiff provides examples of employee recruitment advertisements published
online and targeted at New Mexico residents, in which TMX represented itself and TitleMax as
one entity. (Doc. 25) at 13; (Doc. 25-5). In the advertisements, located at www.tmxcareers.com,
Case 1:17-cv-00775-KG-SCY Document 76 Filed 08/06/20 Page 8 of 16
TMX states that it is hiring for its “newest TitleMax New Mexico locations,” and that “TMX
Finance has plans to continue expanding our footprint … including an additional six TitleMax
locations in Albuquerque, N.M.” (Doc. 25-5) at 2. Plaintiff argues these advertisements rebut
TMX’s assertion that it does not have any employees in New Mexico, it is merely the holding
company for TitleMax, and it does not maintain an internet website or direct advertising to New
Mexico residents. (Doc. 25) at 14.
Next, Plaintiff provides responses sent to him by TMX in reply to his correspondence to
TitleMax about his loan agreement. (Doc. 25) at 14-15; (Doc. 25-6); (Doc. 25-7). When
Plaintiff alerted TitleMax that he sought to opt out of the arbitration and class action provisions
of the loan agreement, it was TMX who responded, not TitleMax. Plaintiff notes that these
responses were made as a matter of course with no explanation as to why TMX was responding
instead of TitleMax, and TMX engaged in evaluating the contractual rights between Plaintiff and
TitleMax. Plaintiff argues this correspondence demonstrates TMX acted as the same entity as
TitleMax. (Doc. 25) at 15.
Plaintiff also submits TMX’s reports filed with the Securities and Exchange Commission
(“SEC”). (Doc. 25) at 15-17; (Doc. 25-8); (Doc. 25-9); (Doc. 25-10). Plaintiff points out
language in these filings stating TMX is engaged in the origination and servicing of automobile
title loans “through its subsidiaries,” and is “a privately-owned automobile title lending company
with 1,035 company-owned stores.” (Doc. 25) at 15; (Doc. 25-8). Relatedly, Plaintiff notes that
TMX does not file separate financial statements for its subsidiaries with the SEC, and that
TitleMax shares the same corporate address, director, chief executive officer, and owner with
TMX. (Doc. 25) at 16-17. With regard to shared debt, TitleMax is fully liable for TMX’s debts
and obligations, and “TMX represents that it enters into these credit facilities and issues debt
Case 1:17-cv-00775-KG-SCY Document 76 Filed 08/06/20 Page 9 of 16
securities to meet the long-term capital needs of TitleMax, among others.” (Doc. 25) at 16;
(Doc. 25-10). Finally, Plaintiff alleges that in TMX’s public filings it represents that operations
are uniform across the nation and that it has uniform policies as to: customer contracts; minimum
customer age; maximum loan amounts; underwriting decisions; credit checks; vehicle appraisals;
credit reporting; vehicle title retention; methods of loan disbursements; required documents from
customers; line release and title return procedures; delinquent account procedures; repossession
protocols; and vehicle sales procedures. (Doc. 25) at 17; (Doc. 25-8). Plaintiff argues “[t]his
level of categorical control … is indicative of active involvement in every meaningful facet of
TitleMax’s business, all the way down to dictating the day-to-day aspects of dealing with
potential and existing customers.” (Doc. 25) at 17.
Upon consideration of the evidence submitted by the parties, with conflicts construed in
Plaintiff’s favor, the Court concludes Plaintiff has presented a prima facie case that this Court
has personal jurisdiction over TMX. See Walker v. THI of New Mexico at Hobbs Center, 801
F.Supp.2d 1128, 1139 (D.N.M. 2011) (“At this stage of the proceedings, it is not for the court to
resolve disputed facts. Rather, the court must accept the plaintiff’s (properly documented)
evidentiary proffers as true for the purpose of determining the adequacy of the prima facie
jurisdictional showing.”) (citation omitted). While TMX is correct that mere association with or
ownership of TitleMax is insufficient to establish personal jurisdiction, Plaintiff has presented
ample evidence that TMX has significant control of the day-to-day operations of TitleMax,
including coordinating its business operations in New Mexico. TMX’s advertisements directed
at New Mexico residents, as well as TMX’s responses to Plaintiff’s communications with
TitleMax regarding Plaintiff’s contractual obligations, demonstrate involvement beyond that
normally exercised by a mere holding company. In addition, the Court takes notice that Mr.
Case 1:17-cv-00775-KG-SCY Document 76 Filed 08/06/20 Page 10 of 16
Paris is an employee of another TMX subsidiary—TitleMax of Georgia—and yet he states he is
“authorized to speak on behalf of TMX Finance LLC.” (Doc. 12-1) at 1. The Court finds this
evidence establishes that TMX has sufficient contacts with New Mexico that it “should
reasonably anticipate being haled into court” to answer for its business practices in this state.
World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 297 (1980).
In addition to showing TMX has sufficient New Mexico contacts, Plaintiff has
demonstrated that his claims arise from those contacts. Plaintiff’s claims center on the business
practices of TitleMax, which Plaintiff has demonstrated are directed by TMX through its uniform
policies and procedures. Therefore, Plaintiff’s claims arise from actions taken “in the course of”
TMX’s business. Jemez Agency, 866 F. Supp. at 1343 (explaining subsidiary can be considered
alter ego of parent corporate where “the parent’s control goes beyond that normally exercised by
a majority shareholder” or “the subsidiary does an act at the direction of the parent, or in the
course of the parent’s business”); see also Alto Eldorado P’ship, 2005-NMCA-131, ¶ 36 (finding
personal jurisdiction over parent where plaintiff’s cause of action “lie[s] in the wake” of the
parent corporation’s control of its subsidiary); Cantu v. TitleMax, Inc., 2015 WL 4526987, at *78 (W.D. Tex) (finding personal jurisdiction over parent TMX Finance, LLC, based on evidence it
controls business operations of subsidiary TitleMax of Texas). For these reasons, the Court
concludes Plaintiff has met his burden of demonstrating the Court has personal jurisdiction over
Defendant TMX at this stage of the case.
2. Defendant Young
In support of his Motion to Dismiss, Defendant Young submits an affidavit stating the
following: he is a resident of Georgia; he does not own real or personal property in New Mexico;
he does not maintain a mailbox, phone number, or bank account in New Mexico; he does not
Case 1:17-cv-00775-KG-SCY Document 76 Filed 08/06/20 Page 11 of 16
work or live in New Mexico and has no business or business dealings in New Mexico; and he
has never personally made a loan to any New Mexico resident or directed any activity involving
a New Mexico resident. (Doc. 33) at 5-6; (Doc. 14-1). Defendant Young further states he does
not participate in the day-to-day management of TitleMax and has not hired or supervised any
TitleMax employee. (Doc. 33) at 7; (Doc. 14-1).
Plaintiff, however, asserts this Court has personal jurisdiction over Defendant Young
because he “actively creates and implements the unfair and deceptive business practices of the
entity defendants, controls said defendants, manages their course, and dictates the goals to be
achieved.” (Doc. 21) at 2. In support, Plaintiff submits TMX’s filings to the SEC which state
“Mr. Young has the ability to control substantially all matters of significance to the Company
including the strategic direction of our business.” (Doc. 26) at 11; (Doc. 25-8). Importantly,
these filings define the “Company” as “TMX Finance LLC and its consolidated affiliates.”
(Doc. 25-8) at 2. The filings further state that Defendant Young has “complete beneficial
ownership and control of the Company,” TMX’s executive officers serve at the pleasure of
Defendant Young, and TMX’s managers are subject to the authority of Defendant Young. (Doc.
26) at 11-12; (Doc. 25-8). In addition, Plaintiff notes Defendant Young’s use of TMX’s
corporate aircraft for his own personal trips, which cost TMX $298,057 in 2012 alone, as
disclosed in TMX’s SEC filings. (Doc. 26) at 12; (Doc. 25-8). Plaintiff argues that these
documents, together with Defendant Young’s sole ownership of TMX and status as director and
chief executive officer for both TMX and TitleMax, provide sufficient evidence of his contacts
with New Mexico. Plaintiff additionally states that Defendant Young “formed TMX, designed
the unfair practices, and controls TMX and TitleMax,” and that “neither Plaintiff nor any
Case 1:17-cv-00775-KG-SCY Document 76 Filed 08/06/20 Page 12 of 16
potential class member would have suffered injury but for TMX, through TitleMax, offering
loans in the State.” (Doc. 26) at 13, n.4.
The Court concludes this evidence is sufficient for a prima facie finding that Defendant
Young has sufficient New Mexico contacts and Plaintiff’s claims arise from those contacts. The
Court has already determined that Defendant TMX availed itself of New Mexico courts’
jurisdiction based on its control and oversight of TitleMax’s business practices. Accordingly,
evidence that Defendant Young controls the strategic direction and business activities of TMX
demonstrates Defendant Young has “purposely avail[ed] [him]self of the privilege of conducting
activities within [New Mexico], thus invoking the benefits and protections of its laws.” Hanson,
357 U.S. at 253. While Defendant Young argues his business activities were not directed at New
Mexico and are not related to Plaintiff’s claims, Plaintiff’s claims are nevertheless based on
TitleMax’s business practices which are under the control and direction of Defendant TMX and,
in turn, Defendant Young. The Court notes that New Mexico courts have expressly found that
“New Mexico exercises personal jurisdiction to the full extent the constitution allows,” and if an
individual or entity is a “primary participant in the alleged wrongdoing intentionally directed at
the forum state, he or she will be subject to personal jurisdiction.” Albuquerque Facility, LLC v.
Danielson, 181 F.Supp.3d 924, 931-32 (D.N.M. 2016) (explaining New Mexico has limited
application of the “fiduciary or corporate shield” doctrine for officers, directors, or employees of
a company in the context of personal jurisdiction analysis) (quoting Santa Fe Techs., Inc. v.
Argus Networks, Inc., 2002-NMCA-030, ¶ 49, 131 N.M. 772); see also Niemi v. Lasshofer, 770
F.3d 1331, 1349-50 (10th Cir. 2014) (explaining if nonresident individual or entity is “primary
participant in alleged wrongdoing intentionally directed at” residents of the forum state, he or she
Case 1:17-cv-00775-KG-SCY Document 76 Filed 08/06/20 Page 13 of 16
will be subject to personal jurisdiction regardless of that person’s status as officer, director, agent
or employee) (quoting Calder v. Jones, 465 U.S. 783, 790 (1984)).
Based on the foregoing, the Court concludes Plaintiff has made a sufficient prima facia
showing that the Court has personal jurisdiction over Defendant Young.
D. Fair Play and Substantial Justice
The second part of the due-process analysis asks whether the exercise of personal
jurisdiction would be reasonable or whether subjecting the nonresident defendant to jurisdiction
in the forum state would offend traditional notions of fair play and substantial justice. Emp’rs
Mut. Cas. Co. v. Bartile Roofs, Inc., 618 F.3d 1153, 1160 (10th Cir. 2010). Once a Plaintiff has
satisfied its minimum-contacts burden, the burden shifts to the defendant to demonstrate that
exercising personal jurisdiction would be unreasonable. Newsome v. Gallacher, 722 F.3d 1257,
1271 (10th Cir. 2013). This inquiry requires the examination of five factors: (1) the burden on
the defendant; (2) the forum state’s interest in resolving the dispute; (3) the plaintiff’s interest in
receiving convenient and effective relief; (4) the interstate judicial system’s interest in obtaining
the most efficient resolution of controversies; and (5) the shared interest of the several states in
furthering fundamental substantive social policies. Id.
With this guidance in mind, the Court determines that the balance of the five factors
weighs in favor of exercising personal jurisdiction over Defendants TMX and Young. First,
because Defendants TMX and Young are located in Delaware and Georgia, litigating this action
in New Mexico will impose some burden. However, “defending a suit in a foreign jurisdiction is
not as burdensome as in the past,” especially for sophisticated parties. Cont’l Am. Corp. v.
Camera Controls Corp., 692 F.2d 1309, 1314 (10th Cir. 1982); Burger King Corp. v. Rudzewicz,
471 U.S. 462, 474 (1985) (“[M]odern transportation and communications have made it much less
Case 1:17-cv-00775-KG-SCY Document 76 Filed 08/06/20 Page 14 of 16
burdensome for a party sued to defend himself in a State where he engages in economic
activity.”). Moreover, Defendants TMX and Young have retained the same local counsel as
TitleMax, which lessens their burden. See Speridian Tech., LLC v. Applications Software Tech.
Corp., 2015 WL 13047933, at *5 (D.N.M.) (finding nonresident’s retention of New Mexico law
firm and New Mexico’s mandatory electronic filing system weigh in favor of finding jurisdiction
over nonresident defendant); Fabara v. GoFit, LLC, 308 F.R.D. 380, 407 (D.N.M. 2015) (same).
The Court finds this factor weighs in favor of Plaintiff.
The second factor also weighs in Plaintiff’s favor because New Mexico has an interest in
resolving disputes involving its residents, particularly where the dispute involves the application
of New Mexico law. See OMI Holdings, Inc., 149 F.3d at 1096 (“The state’s interest is also
implicated where resolution of the dispute requires a general application of the forum state’s
law.”); AST Sports Sci., Inc. v. CLF Distrib. Ltd., 514 F.3d 1054, 1062 (10th Cir. 2008) (“States
have an important interest in providing a forum in which their residents can seek redress for
injuries caused by out-of-state actors.”). Similarly, the third factor weighs in Plaintiff’s favor
because it would be more convenient for Plaintiff to litigate in New Mexico since he is a New
The fourth factor considers the interstate judicial system’s interest in obtaining the most
efficient resolution of controversies. The key points to consider when evaluating this factor are
“the location of witnesses, where the wrong underlying the lawsuit occurred, what forum’s
substantive law governs the case, and whether jurisdiction is necessary to prevent piecemeal
litigation.” Pro Axess, Inc. v. Orlux Distrib., Inc., 428 F.3d 1270, 1281 (10th Cir. 2005) (citation
omitted). In this case, all four points favor Plaintiff: the evidence is likely to be located New
Mexico; the alleged wrongs are to have occurred in New Mexico; New Mexico law is likely to
Case 1:17-cv-00775-KG-SCY Document 76 Filed 08/06/20 Page 15 of 16
apply to Plaintiff’s claims; and litigating this matter in New Mexico will avoid piecemeal
litigation with potentially inconsistent results, given the interrelatedness of Plaintiff’s claims
against the three defendants. Finally, the fifth factor involves the analysis of the interests of the
several states, in addition to the forum state, in advancing fundamental substantive social
policies. OMI Holdings, Inc., 149 F.3d at 1097. In other words, this factor focuses on whether
the exercise of personal jurisdiction by a New Mexico court affects the substantive social policy
interests of other states. Id. Because Plaintiff’s claims involve New Mexico law and New
Mexico residents, exercising personal jurisdiction in New Mexico would not affect the policy
interests of other states. Therefore, this factor also weighs in Plaintiff’s favor.
For the foregoing reasons, the Court concludes that Defendants TMX and Young have
not established a compelling case that this Court’s exercise of jurisdiction would offend
traditional notions of fair play and substantial justice. In addition, the Court rejects Defendants
TMX and Young’s claim that the Court should not exercise personal jurisdiction because
Plaintiff’s First Amended Complaint only asserts conclusory allegations against the Defendants
as a group. (Doc. 32) at 21-24; (Doc. 33) at 21-24. To the contrary, and as further set forth
above, Plaintiff alleges that Defendants TMX and Young conduct their business operations
through their subsidiaries, such as TitleMax, and these subsidiaries issue title loans “with
exorbitant interest rates, and secured by the title to the borrower’s vehicle.” (Doc. 21) at 7. In
the event a borrower cannot repay the loan, Plaintiff alleges that Defendants TMX and Young
direct their subsidiaries through their policies and procedures to roll over borrowers’ loans and
reset the payment period. Id. at 11. Plaintiff claims this business system results “in a gross
disparity between the value received by their customers and the price those customers pay,” and
that this disparity is based on “a top-down policy that is conceived by Young, implemented
Case 1:17-cv-00775-KG-SCY Document 76 Filed 08/06/20 Page 16 of 16
through TMX, and applied to the consumer through regional agents and alter egos like TitleMax
of New Mexico, Inc.” Id. at 18. These allegations are not conclusory and are sufficiently
individualized as to each Defendant to allow a finding of personal jurisdiction. Cf. Robbins v.
Oklahoma, 519 F.3d 1242, 1249-50 (10th Cir. 2008) (granting motion to dismiss in part because
complaint failed to differentiate between the defendants).
Based on the foregoing, the Court concludes Plaintiff has made a sufficient prima facie
showing that Defendants TMX and Young have sufficient minimum contacts with New Mexico
for the Court to exercise jurisdiction over them, and that the Court’s exercise of jurisdiction
would not offend traditional notions of fair play and substantial justice.
IT IS THEREFORE ORDERED that Defendant TMX Finance LLC and Defendant Tracy
Young’s Second Motions to Dismiss for Lack of Personal Jurisdiction, (Docs. 32 and 33), are
UNITED STATES DISTRICT JUDGE
Disclaimer: Justia Dockets & Filings provides public litigation records from the federal appellate and district courts. These filings and docket sheets should not be considered findings of fact or liability, nor do they necessarily reflect the view of Justia.
Why Is My Information Online?