IN THE SUPREME COURT OF MISSISSIPPI
NO. 2025-CA-01132-SCT
AF, LLC, A MISSISSIPPI LIMITED LIABILITY
COMPANY D/B/A ACF WHOLESALE AND
BENJAMIN CHAD MOODY
v.
DANA NESSEL, ATTORNEY GENERAL OF THE
STATE OF MICHIGAN, EX REL. THE PEOPLE
OF THE STATE OF MICHIGAN
DATE OF JUDGMENT: 08/21/2025
TRIAL JUDGE: HON. JAMES T. KITCHENS, JR.
TRIAL COURT ATTORNEYS: DARRIN F. FOWLER
DANIEL JOHN PING
WILLIAM LISTON, III
COURTNEY BRADFORD SMITH
COURT FROM WHICH APPEALED: LOWNDES COUNTY CIRCUIT COURT
ATTORNEYS FOR APPELLANTS: COURTNEY BRADFORD SMITH
ATTORNEYS FOR APPELLEE: DARRIN F. FOWLER
WILLIAM LISTON, III
NATURE OF THE CASE: CIVIL - OTHER
DISPOSITION: AFFIRMED - 10/08/2026
MOTION FOR REHEARING FILED:
BEFORE RANDOLPH, C.J., ISHEE AND TOLLISON, JJ.
ISHEE, JUSTICE, FOR THE COURT:
¶1. This is an appeal from the Lowndes County Circuit Court’s August 20, 2025 Order
overruling the objections of AF, LLC, d/b/a ACF Wholesale, and Benjamin Chad Moody
(collectively, “Defendants”) to the enrollment of a foreign judgment and directing the
Lowndes County Circuit Clerk to place that judgment on the judgment rolls of Lowndes
County. The judgment is a default judgment entered by the 30th Judicial Circuit Court for the County of Ingham, Michigan (the “Michigan court”), in favor of Dana Nessel, Attorney
General of the State of Michigan (the “Attorney General”), awarding $124,998.68 in
damages, civil fines, and attorneys’ fees for Defendants’ violations of the Michigan
Consumer Protection Act (“MCPA”), Michigan Compiled Laws Sections 445.901 to .922,
and statutory conversion of consumer funds. The Attorney General enrolled the judgment
in Lowndes County, where Defendants live and do business, pursuant to Mississippi Code
Section 11-7-305 (Rev. 2019). This Court retained the appeal.
¶2. Defendants, a Mississippi limited-liability company and its sole Mississippi-resident
principal, sold furniture online to customers across the country, including more than one
thousand deliveries to Michigan residents, and eventually began keeping payments for
furniture they never delivered. When the Attorney General sued them in Michigan,
Defendants deliberately declined to appear, allowed a default judgment to be entered, and
reserved their jurisdictional challenge for the day the judgment was enforced against them
in Mississippi. That day has come, and the appeal presents the question Defendants saved:
whether the Michigan court had personal jurisdiction over them, because if it did, full faith
and credit requires enrollment, and if it did not, the judgment is void and cannot be enrolled.
Defendants argue that the Michigan court’s jurisdictional finding, a single sentence with no
analysis, deserves no deference; that the choice-of-law language in ACF Wholesale’s Terms
of Use, accepted by every customer before checkout, affirmatively shows they never
submitted themselves to any state’s laws but Mississippi’s; that the Michigan sales reflect
nothing more than the unilateral choices of Michigan consumers who found a nationally
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accessible website; and that a six-figure judgment against a small home-state business, when
identified consumer losses totaled $6,187.06, is constitutionally unreasonable. The Attorney
General responds that the judgment carries a presumption of validity, that Defendants waived
their minimum-contacts arguments in the circuit court, and that, regardless, a business that
knowingly and repeatedly contracts with a state’s residents, takes their money, and arranges
deliveries into that state has purposefully availed itself of that state’s market. The circuit
court sided with the Attorney General. This Court finds that it was correct to do so, and the
order directing enrollment is affirmed.
FACTS AND PROCEDURAL HISTORY
A. Statement of Facts
¶3. Benjamin Chad Moody is a Mississippi resident and the sole principal of AF, LLC,
d/b/a ACF Wholesale, a Mississippi limited-liability company operated in Columbus,
Mississippi. ACF Wholesale sold furniture online through a “drop shipping” model. The
company accepted orders and payment on its website, placed matching orders with
third-party furniture manufacturers, and arranged for third-party carriers to haul the furniture
from the manufacturer to the customer’s door. Defendants never physically possessed the
inventory, and they maintained no office, employees, advertising, bank accounts, or property
in Michigan. Neither Moody nor anyone acting for the company ever traveled to Michigan
on its business.
¶4. What Defendants did do, from Mississippi, was sell to Michigan continuously and at
scale. Through the website, Defendants solicited customers nationwide. The site was fully
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interactive. A Michigan resident could select furniture, pay Defendants directly, and
complete the purchase online. Completing checkout required each customer to supply a
delivery address, so with every Michigan, order Defendants knew before accepting payment
that they were contracting with a Michigan buyer and undertaking to place furniture at a
Michigan address. Each purchase also required the customer’s affirmative acceptance of
ACF Wholesale’s Terms of Use, so every Michigan transaction was a contract Defendants
formed, knowingly, with a Michigan resident. By Defendants’ own account in the record,
“[t]ons of Michigan customers orders were fulfilled,” and the business made “more than
1000 deliveries to Michigan individuals.” For each fulfilled Michigan order, Defendants
took the customer’s money and arranged for manufacture and shipment of furniture into
Michigan. The relationship did not end at checkout. Defendants carried on email exchanges
with Michigan customers after their orders, including promises of delivery and of refund
checks that never came. This course of dealing ran for years, until Defendants shut the
website down in early 2023.
¶5. Section 9 of the Terms of Use, titled “Governing Jurisdiction of the Courts of
Mississippi,” stated in full:
Our website is operated and provided in the State of Mississippi. As such, we
are subject to the laws of the state of Mississippi, and such laws will govern
this Terms of Use, without giving effect to any choice of law rules. We make
no representation that our website or other services are appropriate, legal or
available for use in other locations. Accordingly, if you choose to access our
site you agree to do so subject to the internal laws of the state of Mississippi.
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No customer could complete a purchase without first accepting these terms.1 Nothing in the
terms, however, declined orders from Michigan or any other state, and Defendants accepted
every Michigan order at issue.
¶6. Beginning in June 2020, Defendants began keeping money for furniture they never
delivered. The pattern was consistent. After accepting a customer’s payment, Defendants
would inform the customer that the delivery address was too “remote” to service. In some
instances, Defendants researched the customer’s Michigan location before declaring it
remote, yet they continued accepting payments from residents of areas they presumably
viewed the same way. Promised refunds did not follow, and customers who pressed by email
were delayed, rebuffed, or ignored. Meanwhile, Defendants kept taking new orders from
similarly situated customers. The conduct generated thousands of complaints to the Better
Business Bureau, dozens of them from Michigan consumers. After obtaining the Michigan
complaints from the BBB, the Attorney General sent Defendants notice of intended action
in 2023, as the MCPA requires. See Mich. Comp. Laws § 445.905(2). Defendants resolved
no consumer’s complaint and refused to identify the Michigan customers still owed refunds,
instead suggesting the Attorney General compile her own list. Ten Michigan consumers
were ultimately identified by affidavit as still owed refunds, with unrefunded payments
totaling $6,187.06.
1
Defendants and the circuit court refer to Section 9 as a “forum selection clause,” and the Michigan court’s order declared “the forum selection clause” void under Michigan Compiled Laws Section 445.910(2). This opinion uses that label when it describes the proceedings below. As discussed in Part 3.c, however, the provision selects governing law rather than a forum, and this opinion refers to it as a choice-of-law provision when analyzing its effects.
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B. Procedural History.
¶7. On January 18, 2024, the Attorney General sued Defendants in the Michigan court,
alleging MCPA violations and civil conversion involving the ten identified Michigan
consumers. The MCPA fixes venue for enforcement actions against a defendant “not
established in this state” in the circuit court of Ingham County. Mich. Comp. Laws §
445.905(1). The complaint was electronically served on Defendants and their Mississippi
attorney, and Defendants received extensions of time to engage Michigan counsel. They
engaged none. By letter of March 14, 2024, Defendants’ counsel notified the Attorney
General that they would not respond to the complaint, asserting that the Michigan court
lacked jurisdiction, that the forum-selection clause required any litigation to proceed in
Mississippi, and that the intention was to challenge any judgment on jurisdictional grounds
at enforcement.
¶8. Default judgments were entered against AF, LLC, on March 26, 2024, and against
Moody on April 10, 2024. The Attorney General moved for default judgment, seeking a
$25,000 civil fine for each of four MCPA subsections Defendants knowingly and personally
violated, supported by the ten consumer affidavits, and treble damages for the ten identified
victims under Michigan’s conversion statute, Michigan Compiled Laws Section 600.2919a.
On August 13, 2024, the Michigan court entered its Order Granting Motion for Default
Judgment. The order’s complete treatment of personal jurisdiction is one sentence: “This
Court has considered the matter of personal jurisdiction and finds that it has such jurisdiction
over both Defendants.” The order awarded $18,561.18 in damages, $100,000 in civil fines,
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and $6,437.50 in attorneys’ fees, for a total of $124,998.68, and it declared the forumselection clause in ACF Wholesale’s Terms of Use “void as relates to the Attorney General
and all Michigan consumer class members pursuant to MCL 445.910(2).” Because Moody
was directly involved in the unlawful practices, the Michigan court held him personally liable
for the MCPA violations and conversion.
¶9. On January 30, 2025, the Attorney General enrolled the Michigan judgment in the
Lowndes County Circuit Court under Section 11-7-305. Defendants objected in February
2025. They argued that the forum-selection clause bound all parties, precluded the Michigan
court from exercising jurisdiction, and so definitively defeated full faith and credit that the
circuit court “need not address in rem or in personam jurisdiction.” The Attorney General
responded that the clause was irrelevant to a statutory enforcement action brought by a
nonparty to the consumer contracts and that Section 445.905(1) required her to sue these
nonresident Defendants in Ingham County.
¶10. By order dated August 20, 2025, the circuit court overruled the objections and directed
enrollment. The court held that the forum-selection clause was “of no moment” because the
underlying action rested on statutory violations rather than breach of contract, that Michigan
law governed the clause’s validity in any event, and that the Michigan court acted within its
statutory authority in voiding the clause under Michigan Compiled Laws Section 445.910(2).
In footnote 2, the court found that Defendants had waived those arguments because they
“briefly mention[ed] in rem and in personam jurisdiction but d[id] not make a substantive
argument regarding same.” Defendants filed their notice of appeal on September 19, 2025.
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STANDARD OF REVIEW
¶11. Whether the Michigan court had personal jurisdiction over Defendants and whether
the Michigan judgment is therefore entitled to full faith and credit in Mississippi are
questions of law reviewed de novo. Tel-Com Mgmt., Inc. v. Waveland Resort Inns, Inc.,
782 So. 2d 149, 151 (Miss. 2001); Fitch v. Wine Express Inc., 297 So. 3d 224, 228 (Miss.
2020); Yatham v. Young, 912 So. 2d 467, 469 (Miss. 2005). Because Defendants elected
not to appear in the rendering court and instead attack the judgment collaterally at
enrollment, the jurisdictional question is decided under the law of the state that issued the
judgment, here Michigan, whose long-arm statutes extend to the limits of federal due
process. Sollitt v. Robertson, 544 So. 2d 1378, 1381 (Miss. 1989); In re Est. of Provenza,
383 So. 3d 1200 (Miss. 2024); Sifers v. Horen, 188 N.W.2d 623, 624 n.2 (Mich. 1971). The
“judgment of a court of competent jurisdiction in a sister state” carries a “presumption of
validity as to that court’s assumption of jurisdiction, and the burden is on the party attacking
the judgment to affirmatively show its invalidity.” Galbraith & Dickens Aviation Ins.
Agency, Inc. v. Gulf Coast Aircraft Sales, Inc., 396 So. 2d 19, 21 (Miss. 1981). The parties
disagree about how much weight the Michigan court’s one-sentence jurisdictional recitation
carries within this framework, but the disagreement is immaterial because this Court
examines the constitutional question anew.
DISCUSSION
¶12. Under the Full Faith and Credit Clause, Article IV, Section 1, of the United States
Constitution, Mississippi must recognize the judicial proceedings of its sister states subject
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to two exceptions: “(1) ‘the foreign judgment itself was obtained as a result of some false
representation without which the judgment would not have been rendered’ Reeves Royalty
Co., Ltd. v. ANB Pump Truck Service, 513 So. 2d 595, 598 (Miss. 1987), or (2) ‘the
rendering court did not have jurisdiction over the parties or the subject matter.’ Sollitt v.
Robertson, 544 So. 2d 1378 (Miss. 1989).” Davis v. Davis, 558 So. 2d 814, 817 (Miss.
1990). Defendants invoke only the second exception, so the appeal presents four questions:
whether the Court should reach the jurisdictional challenge at all and with what deference;
whether Michigan’s long-arm statutes authorize jurisdiction over Defendants; whether the
exercise of that jurisdiction satisfied federal due process; and whether the size of the
judgment or its consequences for small online businesses supply an independent reason to
refuse enrollment. Each is addressed in turn.
1. The Court resolves the jurisdictional challenge on the merits, and
the parties’ dispute over deference changes nothing.
¶13. The Attorney General opens with waiver. Defendants told the circuit court that the
forum-selection clause so definitively defeated full faith and credit that the court “need not
address in rem or in personam jurisdiction,” and the circuit court took them at their word,
finding in footnote 2 that Defendants “briefly mention[ed]” jurisdiction but made no
substantive argument and therefore waived the issue. This Court does not ordinarily
entertain arguments a party declined to develop below. Davis v. State, 684 So. 2d 643 (Miss.
1996). This Court decides the appeal on the merits. Defendants did put personal jurisdiction
in issue. Their theory was simply that the clause itself proved the defect. More
fundamentally, a defendant who declines to appear in the rendering forum preserves the right
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to contest jurisdiction collaterally in the enrolling court, and that collateral challenge is the
recognized mechanism for a nonappearing defendant. Sollitt, 544 So. 2d at 1381. A
judgment entered without personal jurisdiction is void rather than voidable, the question is
purely legal, the record is complete, and both sides have briefed the merits thoroughly. An
affirmance resting on waiver alone would leave the validity of the judgment hanging over
every future execution effort, which serves no one. Hamm v. Hall, 693 So. 2d 906 (Miss.
1997).
¶14. The deference dispute can be put to rest just as quickly. Defendants are correct that
the Michigan court’s jurisdictional finding is a single conclusory sentence, with no factual
findings, no discussion of minimum contacts, and no citation of authority, and that a foreign
default judgment’s bare jurisdictional recitation does not foreclose collateral constitutional
review in Mississippi. Dep’t of Hum. Servs. v. Shelnut, 772 So. 2d 1041, 1045 (Miss.
2000). But the observation wins them nothing because the Attorney General never asks this
Court to defer to that sentence. Her position is that the judgment carries a presumption of
validity, that the burden rests on Defendants to affirmatively show invalidity, Galbraith &
Dickens, 396 So. 2d at 21, and that the record independently establishes jurisdiction. Since
review is de novo, the Court simply performs Michigan’s two-step inquiry itself. First,
whether a Michigan long-arm statute authorizes jurisdiction, and, second, whether its
exercise comports with due process. Jeffery v. Rapid Am. Corp., 529 N.W.2d 644, 649
(Mich. 1995); City of Fraser v. Almeda Univ., 886 N.W.2d 730, 736-37 (Mich. Ct. App.
2016); see Yatham, 912 So. 2d at 469-70 (applying the same two-tier framework under
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Mississippi law).
2. Michigan’s long-arm statutes reach Defendants, and Defendants do
not contend otherwise.
¶15. Michigan’s long-arm statutes for individuals and corporations each authorize limited
personal jurisdiction based on, among other relationships, “[t]he transaction of any business
within the state,” the doing or causing of an act “or consequences to occur[] in the state
resulting in an action for tort,” and “[e]ntering into a contract for services to be rendered or
for materials to be furnished in the state by the defendant.” Mich. Comp. Laws §§ 600.705
(1), (2), (5), .715. Michigan construes these statutes to reach “the farthest limits permitted
by due process,” Sifers, 188 N.W.2d at 624, 624 n.2, and the “slightest act of business in
Michigan” satisfies the transaction-of-business prong. Miller v. AXA Winterthur Ins. Co.,
694 F.3d 675, 679 (6th Cir. 2012) (internal quotation marks omitted) (quoting Neogen Corp.
v. Neo Gen Screening, Inc., 282 F.3d 883 (6th Cir. 2002))). Defendants’ own record
admissions of “[t]ons” of fulfilled Michigan orders and “more than 1000 deliveries to
Michigan individuals” satisfy that prong many times over. Each sale was also a contract for
materials to be furnished in Michigan, and Defendants’ retention of payments without
delivery or refund caused consequences in Michigan resulting in actions sounding in tort,
namely statutory conversion and the MCPA violations. Mich. Comp. Laws §§ 445.903(1),
600.2919a. Because Moody personally directed the unlawful practices, the Michigan court
held him individually liable, which supplies a separate statutory basis for jurisdiction over
him. Mich. Comp. Laws § 600.705(2). Defendants mount no argument against any of this,
and since the long-arm statutes are coextensive with due process, the statutory step folds into
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the constitutional one.
3. The Michigan court’s exercise of jurisdiction satisfied federal due
process.
¶16. Due process requires that a nonresident defendant have “certain minimum contacts”
with the forum such that maintaining the suit “does not offend ‘traditional notions of fair play
and substantial justice.’” Int’l Shoe Co. v. Washington, 326 U.S. 310, 316 66 S. Ct. 154,
90 L. Ed. 95 (1945) (quoting Milliken v. Meyer, 311 U.S. 457, 61 S. Ct. 339, 85 L. Ed. 278
(1940))). Michigan structures the inquiry using the three-part test from the United States
Court of Appeals for the Sixth Circuit: the defendant must have purposefully availed itself
of the privilege of conducting activities in Michigan, the cause of action must arise from the
defendant’s activities in the state, and the defendant’s activities must be substantially
connected with Michigan so that the exercise of jurisdiction is reasonable. City of Fraser,
886 N.W.2d at 737. The primary focus throughout is reasonableness and fairness rather than
the mechanical weight of any single factor. Oberlies v. Searchmont Resort, Inc., 633
N.W.2d 408, 415 (Mich. Ct. App. 2001).
a. Knowingly and repeatedly contracting with Michigan residents is
purposeful availment.
¶17. Purposeful availment ensures that a defendant is not haled into a forum on the basis
of “random,” “fortuitous,” or “attenuated” contacts, or the unilateral activity of another party.
Oberlies, 633 N.W.2d at 415 (internal quotation marks omitted) (quoting Burger King Corp.
v. Rudzewicz, 471 U.S. 462, 105 S. Ct. 2174, 85 L. Ed. 2d 528 (1985))); Hanson v. Denckla,
357 U.S. 235, 253, 78 S. Ct. 1228, 2 L. Ed. 2d 1283 (1958). Physical presence in the forum
12
is not required. W.H. Froh, Inc. v. Domanski, 651 N.W.2d 470, 478 (Mich. Ct. App. 2002).
For internet sellers, the authorities have converged on a consistent rule. Under the sliding
scale of Zippo Mfg. Co. v. Zippo Dot Com, Inc., 952 F. Supp. 1119, 1124 (W.D. Pa. 1997),
a defendant who does business over the internet by entering into contracts with residents of
a foreign jurisdiction, involving the knowing and repeated transmission of computer files,
sits at the end of the spectrum where jurisdiction is proper. Michigan follows that
framework. In City of Fraser, 886 N.W.2d at 734, 737-39, an online university that accepted
applications and payments from known Michigan residents and mailed diplomas into the
state “consciously transacted business with Michigan residents” and was subject to
jurisdiction. In Neogen Corp., 282 F.3d at 891-92, fourteen Michigan transactions a year
sufficed, because the defendant “could not mail test results to and accept payment from
customers with Michigan addresses without intentionally choosing to conduct business in
Michigan.” And this Court reached the same conclusion for Mississippi in Wine Express,
297 So. 3d at 229-33, in which out-of-state sellers who operated interactive websites and sold
thousands of bottles of alcohol to Mississippi residents established minimum contacts under
either the Zippo test or a totality-of-the-circumstances approach.
¶18. This record fits squarely within those cases. Defendants operated a fully interactive
commercial website through which Michigan residents selected furniture, paid Defendants
directly, and supplied Michigan delivery addresses. The delivery address requirement means
Defendants knew, before accepting a single dollar, that each such customer was in Michigan
and that performance meant placing furniture at a Michigan address. Defendants accepted
13
those orders, formed a contract with each buyer through the mandatory Terms of Use
acceptance, arranged manufacture and shipping of the goods into Michigan more than a
thousand times over a period of years, and continued corresponding with Michigan customers
after their purchases. Under Michigan law, a single transaction can establish minimum
contacts. Parish v. Mertes, 269 N.W.2d 591, 593 (Mich. Ct. App. 1978). A business that
regularly serves a state’s market is answerable there for claims flowing from that market
activity. Ford Motor Co. v. Montana Eighth Jud. Dist. Ct., 592 U.S. 351, 359-62 141 S.
Ct. 1017, 209 L. Ed. 2d 225 (2021).
b. The unilateral-activity theory, the drop-shipping structure, and the
Attorney General’s letters do not undo the availment.
¶19. Defendants answer that the analysis begins with the wrong actor. In their telling,
Michigan residents reached out to a Mississippi website, so the contacts are the customers’
unilateral choices, and the internet’s universal reach would otherwise erase purposeful
availment as a constraint. The premise fails because these transactions were not unilateral.
A customer’s visit to the website only began each exchange; Defendants completed it.
Defendants received each order knowing the buyer’s Michigan address, chose to accept it,
took the money, and undertook to perform in Michigan. That is two-sided commercial
dealing, and a seller who “stood ready and willing” to do business with a forum’s residents
and “knowingly did do business” with them cannot recast the relationship as the customers’
doing. Illinois v. Hemi Grp. LLC, 622 F.3d 754, 758 (7th Cir. 2010) (cited with approval
in Wine Express, 297 So. 3d at 231-32). Defendants’ reliance on J. McIntyre Machinery,
Ltd. v. Nicastro, 564 U.S. 873 131 S. Ct. 2780, 180 L. Ed. 2d 765 (2011), and the
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stream-of-commerce cases is misplaced. Those cases concern manufacturers who surrender
products to independent distributors and retain no control over their destination. See Vargas
v. Hong Jin Crown Corp., 636 N.W.2d 291, 300-01 (Mich. Ct. App. 2001). Defendants
were not upstream manufacturers. They were the retailers who contracted with each
Michigan buyer directly.
¶20. The drop-shipping structure fares no better. Defendants emphasize that they never
possessed the furniture, never loaded a truck, and never dispatched anything from Mississippi
toward Michigan, leaving logistics entirely to third parties. But availment turns on the
purposefulness of the defendant’s decision to serve the forum, not on physical handling of
goods or physical presence. Am. Cable Corp. v. Trilogy Commc’ns, Inc., 754 So. 2d 545,
551 (Miss. Ct. App. 2000); Domanski, 651 N.W.2d at 478. Courts have consistently refused
to let sellers structure their way out of jurisdiction by interposing third parties into
fulfillment. In Mor-Dall Enterprises, Inc. v. Dark Horse Distillery, LLC, 16 F. Supp. 3d
874, 878-80 (W.D. Mich. 2014), routing sales through a third-party vendor did not defeat
jurisdiction because the Due Process Clause protects defendants from forum shopping not
plaintiffs from gamesmanship. This Court applied the same logic in Wine Express when it
rejected the sellers’ F.O.B. terms, observing that if it were “that simple to defeat
jurisdiction,” almost no interstate seller would ever answer outside its home state. 297 So.
3d at 232. Defendants arranged every one of the thousand-plus Michigan deliveries.
¶21. Nor do the Attorney General’s letters to complainants in Colorado, California, and
Texas carry the weight Defendants place on them. Defendants read the letters, which
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explained that her office could not assist “where both you and ACF Wholesale are located
outside Michigan,” as an admission that ACF Wholesale’s nexus to Michigan depends solely
on the consumer’s location rather than on anything Defendants did. The letters admit no such
thing. They recite the territorial limit the MCPA places on the Attorney General’s own
enforcement authority, which extends to persons “residing in or injured in this state.” Mich.
Comp. Laws § 445.910(1). The reach of a state officer’s statutory mandate is a different
question from the constitutional character of a defendant’s conduct, and an office’s inability
to champion a Texan’s complaint does not subtract one delivery from the thousand
Defendants aimed in Michigan.
c. The Terms of Use do not negate purposeful availment.
¶22. Defendants’ most developed argument treats Section 9 of the Terms of Use as
affirmative, contemporaneous evidence of their jurisdictional intent. On this theory, a
company that told every customer, in writing and before every sale, that its website “is
operated and provided in the State of Mississippi” and that it makes “no representation” its
services are available elsewhere, deliberately declined to invoke the benefits and protections
of any state’s laws but Mississippi’s. The circuit court addressed the clause only as a matter
of contract enforcement, holding it “of no moment” because the Attorney General was not
a party and the suit was statutory. That holding was correct, and Defendants notably do not
contend the Attorney General was contractually bound.
¶23. Section 9 of the Terms of Use is a choice-of-law provision, not a forum-selection
clause. It announces where the website is operated, declares that Mississippi law governs the
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Terms of Use, and hedges that no representation is made about availability elsewhere. See
77 Am. Jur. 2d Venue § 10 (distinguishing forum selection from choice of law). Nothing in
it purports to confine litigation to any court, and nothing in it says ACF Wholesale declines
to sell to Michigan residents. Defendants’ conduct answered that question the other way with
every accepted order. A provision stating which law governs a contract is not a declaration
that the seller refuses to do business where the buyer lives, and a company cannot claim to
have disclaimed a market it served more than a thousand times.
¶24. Next, and more fundamentally, purposeful availment is measured by what a defendant
does, not by the labels it drafts for what it does. The internet cases establish this. A seller
that does not want to answer in a distant forum has a simple and effective option, which is
not to sell there. Zippo, 952 F. Supp. at 1126-27 (“If Dot Com had not wanted to be
amenable to jurisdiction in Pennsylvania, the solution would have been simple[;] it could
have chosen not to sell its services to Pennsylvania residents.”); Wine Express, 297 So. 3d
at 227, 233 (noting that most internet retailers make it impossible to complete an order once
a Mississippi delivery address is disclosed and that the defendants “simply could have
chosen” not to sell to Mississippi residents). Defendants took the opposite path at every
opportunity. If boilerplate of this kind could neutralize years of knowing commercial
contacts, every online seller could draft itself an immunity from suit anywhere but home,
which is precisely the artful structuring courts have declined to honor. Mor-Dall, 16 F. Supp.
3d at 880. Defendants who derive pecuniary benefit from interstate activities may not wield
the Due Process Clause as a “territorial shield” against the obligations those activities create.
17
Rudzewicz, 471 U.S. at 474.
¶25. Finally, foreseeability confirms the result. The constitutional touchstone is whether
the defendant’s conduct and connection with the forum are such that it should reasonably
anticipate being haled into court there. World-Wide Volkswagen Corp. v. Woodson, 444
U.S. 286, 297, 100 S. Ct. 559, 62 L. Ed. 2d 490 (1980). Defendants knowingly and
persistently violated the consumer-protection statute of a state whose residents they served
by the thousands, and that statute directed any enforcement action against a nonresident to
the circuit court of Ingham County. Mich. Comp. Laws § 445.905(1). Whatever
expectations Defendants held about the venue for private contract disputes with individual
customers, their form contract could not bar Michigan from enforcing its own laws, in its
own courts, against free-standing statutory violations in a suit to which no customer and no
customer contract was a party.
¶26. Under the effects test of Calder v. Jones, jurisdiction is proper when a nonresident
expressly aims tortious conduct at the forum knowing the brunt of the harm will be felt there.
Calder v. Jones, 465 U.S. 783, 789-90, 104 S. Ct. 845, 78 L. Ed. 2d 663 (1984); Ross v.
Robinson, Hoover & Fudge, PLLC, 173 F.4th 745, 753 (6th Cir. 2026) (violations of
consumer-protection laws amount to tortious conduct). Defendants kept taking money from
buyers they knew were in Michigan when they had reason to know they would not deliver,
in some cases after researching the buyer’s Michigan location, and then Defendants withheld
the promised refunds. The injury landing in Michigan was not happenstance. Cf. Walden
v. Fiore, 571 U.S. 277, 290, 134 S. Ct. 1115, 188 L. Ed. 2d 12 (2014).
18
d. The claims arise from Defendants’ Michigan activities.
¶27. The second due-process prong is undisputed and indisputable. The MCPA and
conversion claims arose directly from Defendants’ taking of payments from Michigan
residents and their failure to deliver the furniture or refund the money. City of Fraser, 886
N.W.2d at 737, 739. The connection here is not merely relatedness of the kind Ford Motor
found sufficient; the claims and the contacts are the same transactions. Ford Motor, 592
U.S. 351.
e. The exercise of jurisdiction was reasonable.
¶28. The third prong asks whether Defendants’ activities were substantially connected with
Michigan so that jurisdiction comports with fair play and substantial justice, weighing the
burden on the defendant, Michigan’s interest in adjudicating the dispute, the plaintiff’s
interest in convenient and effective relief, and the efficient resolution of the controversy.
Domanski, 651 N.W.2d at 479; Jeffery, 529 N.W.2d at 650. More than a thousand deliveries
over multiple years is a substantial connection by any measure, and Michigan’s interest could
hardly be greater. The State itself sued to enforce its own consumer-protection statute on
behalf of its own defrauded residents, and a state has a manifest interest in providing
effective redress for citizens harmed by out-of-state actors. Aaronson v. Lindsay & Hauer
Int’l Ltd., 597 N.W.2d 227, 232 (Mich. Ct. App. 1999). The consumer witnesses, including
the ten affiants, are in Michigan.
¶29. Against this, Defendants invoke the disparity between a single Mississippi resident
operating a small home-state business and the resources of a state attorney general’s office.
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Some burden attends every out-of-state defense, and the question is whether the burden
exceeds what courts routinely tolerate when exercising jurisdiction over nonresidents.
Felland v. Clifton, 682 F.3d 665, 677 (7th Cir. 2012). The resource disparity Defendants
describe would follow them into any courtroom in any state, including a Mississippi one, so
it identifies nothing unreasonable about Michigan in particular. It also bears noting that the
burden of a Michigan defense is one Defendants never actually shouldered because they
chose not to appear. A defendant who has purposefully directed activities at forum residents
must present a compelling case that other considerations render jurisdiction unreasonable,
Jeffery, 529 N.W.2d at 650; Rudzewicz, 471 U.S. at 477, and a defendant cannot build that
compelling case out of the hypothetical cost of a defense it deliberately skipped.
¶30. Defendants contend that Mississippi holds the superior interest in this dispute.
Mississippi certainly has an interest in its resident businesses and in contracts governed by
its law, but personal jurisdiction is not a contest in which the state with the stronger interest
takes exclusive custody of the case. The question is whether Michigan’s exercise of
jurisdiction was fair as to these Defendants, and both states can have legitimate interests
without either offending due process. Michigan was the forum in which the evidence of
consumer injury sat and the only forum in which the Attorney General was statutorily
permitted to bring this action. Mich. Comp. Laws § 445.905(1).
4. The amount of the judgment and the warnings about small online
businesses are not grounds to refuse enrollment.
¶31. Defendants next argue the $124,998.68 judgment resting on $6,187.06 in identified
consumer losses, with the balance made up of trebled damages, civil fines, and fees, is
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constitutionally unreasonable. First, the composition of the award reflects Michigan’s
statutory scheme rather than judicial improvisation. The MCPA authorizes a civil fine of up
to $25,000 for each persistent and knowing violation, and the Attorney General sought that
fine for each of four subsections Defendants knowingly violated, while the damages figure
reflects trebling under the conversion statute. Mich. Comp. Laws §§ 445.905(1), 600.2919a.
Second, and dispositively, the amount of a judgment “cannot form the basis for denying full
faith and credit, as it is neither evidence of lack of jurisdiction nor extrinsic fraud.” Cappaert
Manufactured Hous., Inc. v. Thronson, 139 So. 3d 100, 105 (Miss. Ct. App. 2013).
Whether Michigan’s penalties were proportionate was a merits question for the Michigan
proceeding Defendants boycotted and the Michigan appeal they never took. At enrollment,
the only questions are jurisdiction and fraud, and the size of the award answers neither.
¶32. Defendants close with a policy argument. They claim that an affirmance would subject
every small e-commerce business in America to jurisdiction in all fifty states whenever
enough of a forum’s residents visit its website, rendering forum-selection clauses
meaningless and reducing due process to a suggestion. The argument overstates the rule.
The Zippo framework already excludes passive websites and isolated or fortuitous contacts,
and jurisdiction attaches only at the interactive end of the scale, when a seller knowingly and
repeatedly contracts with a forum’s residents. 952 F. Supp. at 1124; Wine Express, 297 So.
3d at 231-33. A small online business that does not wish to answer in Michigan can decline
Michigan orders. What a business cannot do is accept a forum’s money across a thousand
transactions, keep the money without delivering, and then present the Constitution as a shield
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against answering where the injuries fell. Rudzewicz, 471 U.S. at 474. The rule Defendants
fear is not the rule this record presents, and affirmance holds nothing more than that a seller
who deliberately and continuously serves a state’s consumers is answerable to that state for
defrauding them.
CONCLUSION
¶33. Defendants ran an interactive online store that knowingly transacted with Michigan
residents for years, accepted payment from buyers they knew were in Michigan, arranged
more than a thousand furniture deliveries into the state, and ultimately kept money for goods
never delivered. Michigan’s long-arm statutes reach that conduct, and the exercise of
jurisdiction satisfied due process under every available lens. The traditional purposefulavailment analysis, the Zippo sliding scale this Court applied in Wine Express, and the
Calder effects test were all satisfied. The Terms of Use was a choice-of-law provision that
neither declined Michigan’s business nor erased the contacts Defendants’ conduct created,
the Michigan court’s brevity does not alter what the record independently establishes, and
the size of the judgment is irrelevant to full faith and credit. Because Defendants have not
carried their burden of affirmatively showing that the Michigan judgment is invalid, the
circuit court correctly ordered it enrolled. The August 20, 2025 Order of the Lowndes
County Circuit Court is affirmed.
¶34. AFFIRMED.
RANDOLPH, C.J., KING AND COLEMAN, P.JJ., GRIFFIS, SULLIVAN,
BRANNING, WILSON AND TOLLISON, JJ., CONCUR.
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