## Facts

- Oren L. Benton, a Colorado resident involved in uranium trading, had years of spot-market uranium transactions with Cameco Corp., a Canadian corporation based in Saskatchewan.
- The parties’ prior transactions (1988–1996) were discrete spot-market deals, each separately negotiated and not requiring Cameco board approval.
- In 1994, the parties executed a memorandum of understanding (MOU) contemplating (1) uranium supply to Benton’s affiliates to satisfy utility-contract commitments and (2) a future uranium-trading joint venture under Cameco’s control.
- The MOU expressly conditioned the contemplated transactions on, among other things, satisfactory due diligence by Cameco and approval by Cameco’s board of directors.
- Cameco employees traveled to Colorado for approximately two days to review Benton’s contracts as part of the MOU’s due diligence.
- Cameco’s board declined to approve the MOU transactions, and Cameco did not proceed.
- Benton sued in the U.S. District Court for the District of Colorado, asserting claims including breach of contract and tortious interference.
- The district court dismissed for lack of personal jurisdiction; Benton appealed.

## Issues

1. Whether Cameco’s Colorado-related conduct connected to the MOU created sufficient minimum contacts to support specific personal jurisdiction.
2. If minimum contacts existed, whether exercising specific jurisdiction in Colorado would offend traditional notions of fair play and substantial justice.
3. Whether Cameco’s overall course of dealings amounted to continuous and systematic contacts supporting general personal jurisdiction in Colorado.

## Decision

- The Tenth Circuit affirmed dismissal for lack of personal jurisdiction.
- The court held Benton made a prima facie showing of minimum contacts for specific jurisdiction when Cameco’s contacts were considered in the aggregate, including MOU-related communications, contemplated Colorado-related performance, and the in-state due-diligence visit.
- The court nevertheless held that exercising specific jurisdiction in Colorado would be unreasonable and would offend traditional notions of fair play and substantial justice.
- The court rejected general jurisdiction because Cameco’s contacts with Colorado were not continuous and systematic.

## Legal Principles

- In a diversity case, personal jurisdiction requires compliance with the forum long-arm statute and the Fourteenth Amendment’s due process limits; where the state statute is coextensive with due process, the analysis centers on constitutional standards.
- Specific jurisdiction requires (1) minimum contacts showing purposeful direction or purposeful availment such that the defendant could reasonably anticipate being sued in the forum, and (2) a separate determination that jurisdiction is reasonable under the fair play and substantial justice factors.
- Minimum contacts may be assessed in the aggregate in contract-related disputes, considering negotiations, contemplated future consequences, actual course of dealing, and in-forum activities such as due diligence visits.
- Even when minimum contacts exist, a court may decline jurisdiction if the fairness factors—such as the burden on a foreign defendant and the overall reasonableness of litigating in the forum—make jurisdiction constitutionally unreasonable.
- General jurisdiction requires continuous and systematic contacts approximating presence in the forum; episodic, arms-length spot-market transactions over time are ordinarily insufficient.

## Conclusion

The Tenth Circuit held that Cameco’s aggregated MOU-related contacts supported minimum contacts with Colorado, but due process barred Colorado jurisdiction because litigating there would be fundamentally unfair; the court also found no basis for general jurisdiction, and it affirmed dismissal.


Benton v. Cameco Corp., 375 F.3d 1070 (10th Cir. 2004)