Novalpina Capital v. Dept. of Justice

116 September 23, 2026 No. 880 IN THE COURT OF APPEALS OF THE STATE OF OREGON NOVALPINA CAPITAL PARTNERS I GP S.A.R.L., Petitioner-Appellant Cross-Respondent, v. OREGON DEPARTMENT OF JUSTICE, Respondent-Respondent Cross-Appellant. Multnomah County Circuit Court 24CV48575; A187428 Jenna R. Plank, Judge. Argued and submitted May 12, 2026. Tara J. Plochocki argued the cause for appellant-cross- respondent. Also on the briefs were Eryn Karpinski Hoerster and Foster Garvey PC; and Sequor Law. Stacy M. Chaffin, Assistant Attorney General, argued the cause for respondent-cross-appellant. Also on the brief were Dan Rayfield, Attorney General, and Benjamin Gutman, Interim Deputy Attorney General. Before Ortega, Presiding Judge, Joyce, Judge, and Hellman, Judge. ORTEGA, P. J. Affirmed on appeal; cross-appeal dismissed as moot. Cite as 353 Or App 116 (2026) 117 ORTEGA, P. J. This case is a single strand of what the United States Court of Appeals for the Ninth Circuit dubbed a “[s]prawling tangle of litigation related to the bitter breakup between a Luxembourg-based investment fund and its for- mer General Partner,” which has “mushroomed into a vari- ety of civil cases and criminal investigations winding their way through multiple legal systems.” Novalpina Capital Partners I GP S.A.R.L. v. Read, 149 F4th 1092, 1095 (9th Cir 2025).1 Novalpina Capital Partners I GP S.à.r.l. (Novalpina GP) is the former General Partner of the Luxembourg- based investment fund. That fund was formerly known as Novalpina Capital Partners I SCSp (the Fund). In this strand of the sprawling tangle, petitioner, Novalpina GP, appeals an order denying its petition to set aside a civil investigative demand (CID), which was issued by the Oregon Department of Justice (the DOJ) in September 2024 pursuant to ORS 180.775 for the purpose of determin- ing whether “there has been a violation of the Oregon False Claims Act.” Among other conduct, the False Claims Act prohibits requests or demands to a public agency for money based on “false or fraudulent information.” ORS 180.750; ORS 180.755. On appeal, Novalpina GP raises three assignments of error: First, it contends that “the trial court erred in hold- ing that specific personal jurisdiction exists over Novalpina GP because Novalpina GP lacks minimum contacts with the State of Oregon sufficient to comport with the Due Process Clause”; second, it contends that “the trial court erred in holding that the forum-selection and choice-of-law clauses found in the agreements between the parties failed to pre- clude enforcement of the CID in the State of Oregon”; and, third, it contends that “the trial court erred by refusing to apply the Hague Evidence Convention, which would pre- clude enforcement of the CID in the State of Oregon.” 1 As the Oregon Department of Justice (the respondent and cross-appellant) puts it, this case involves the “same operative facts” as the petition in the litiga- tion underlying the appeal in Novalpina Capital Partners I GP S.A.R.L. v. Read, 149 F4th 1092 (9th Cir 2025). 118 Novalpina Capital v. Dept. of Justice We conclude that the trial court did not err when it determined that Novalpina GP was subject to personal jurisdiction in Oregon, because it purposefully availed itself of the Oregon market; that this litigation arises out of Novalpina GP’s availment of the Oregon market; and that the exercise of personal jurisdiction over Novalpina GP in this case does not offend traditional notions of fair play and substantial justice. Additionally, we conclude that the trial court did not err in determining that the forum-selection and choice-of-law clauses found in the agreements between the parties did not preclude enforcement of the CID in Oregon and application of Oregon law. Finally, we conclude that the trial court did not abuse its discretion when it did not require the DOJ to comply with the Hague Evidence Convention in this case. Accordingly, we affirm.2 I. HISTORICAL FACTS AND PROCEDURAL BACKGROUND We note at the outset that this case involves an “acrimonious split” between entities who formerly did busi- ness together and, as has been the case in other litigation involving Novalpina GP, “the parties present very different versions of the relevant facts.” Novalpina Capital Partners I GP S.A.R.L., 149 F4th at 1095. Further, although the parties dispute aspects of the standard of review in connection with the various legal issues in this case, ultimately we understand the parties to assert, with respect to the first and third assignments of error, that we review the trial court’s factual findings 2 Although the trial court ultimately concluded that it had personal juris- diction over Novalpina GP on the basis of certain contacts that Novalpina GP had with Oregon, the trial court rejected the DOJ’s alternative argument that Novalpina GP consented to personal jurisdiction in Oregon by filing a motion to compel discovery in a different case pursuant to 28 USC section 1782. The DOJ has cross-appealed that ruling, contending that the trial court erred “in deter- mining that [Novalpina GP] did not consent to personal jurisdiction in Oregon when it affirmatively filed [a] 28 USC § 1782 petition in Oregon to compel produc- tion of discovery relating to this matter.” The DOJ acknowledges that we need only consider the cross-appeal if we determine that the trial court incorrectly concluded that it had specific personal jurisdiction over Novalpina GP based on its contacts with Oregon. Because we conclude that the trial court did not err when it determined that Novalpina GP was subject to specific personal jurisdiction in Oregon, we do not consider the merits of DOJ’s cross-appeal, and we dismiss the cross-appeal as moot. Cite as 353 Or App 116 (2026) 119 to determine whether they are supported by any evidence, and, where the trial court failed to make express factual findings, we assume that the court found the relevant facts in a manner consistent with its ultimate ruling. We agree with the parties that that is the appropriate standard of review for the first and third assignments of error. Espinoza v. Evergreen Helicopters, Inc., 359 Or 63, 117, 376 P3d 960 (2016); Munson, 264 Or App at 700-01. Further, to the extent consideration of facts is necessary to our analysis of the sec- ond assignment of error, which concerns issues of contract interpretation, we apply that same standard of review to our consideration of the historical facts. Batzer Construction, Inc. v. Boyer, 204 Or App 309, 319, 129 P3d 773, rev den, 341 Or 366 (2006).3 A. Novalpina Entities and the Solicitation In August 2017, Novalpina GP and another entity, Novalpina Capital Partners I Group GP S.à.r.l. (the Initial LP), created a partnership by entering into an agreement “for the purpose of raising a fund to undertake invest- ment activities.” That partnership was, or would ultimately become, the Fund—i.e., Novalpina Capital Partners I SCSp. Novalpina GP and the Initial LP are just two of a number of what Novalpina GP refers to as “Novalpina- related entities,” the ultimate parent of which is a com- pany called Novalpina Capital Group S.à.r.l. (TopCo). The “Novalpina-related” entities are part of what Novalpina GP’s counsel in the trial court in this case “perhaps agree[d]” was a “byzantine” corporate structure, and we note that simi- larly the Ninth Circuit has stated that the Fund’s operating 3 We note, with respect to the first assignment of error, that the parties dis- pute whether we can assume that the facts alleged in the DOJ’s pleadings are true. The DOJ asserts that we must; Novalpina GP, in its reply brief, asserts that we should not. Given the nature of this proceeding—which involves neither a complaint nor an answer—it is unclear to what “pleading” of the DOJ the parties are referring. In any event, we need not resolve that disputed issue concerning our standard of review, because the evidence—in the form of affidavits and documents—coupled with the trial court’s findings and legal conclusions, is sufficient for our review of the trial court’s rulings and compels us to affirm. Put another way, under Novalpina GP’s proffered standard of review for the first assignment of error, which does not include assuming the truth of the “DOJ’s pleadings,” Novalpina GP’s first assignment of error fails. 120 Novalpina Capital v. Dept. of Justice structure could “be described as intricate at best and byzan- tine at worst.” Novalpina Capital Partners I GP S.A.R.L, 149 F4th at 1096. TopCo is owned by three people—Stefan Kowski, Stephen Peel, and Bastian Lueken—each of whom hold a one-third ownership interest. Kowski, Peel, and Lueken are, as Novalpina GP acknowledges on appeal, the “[F]ounders” of the Fund. As explained by Novalpina GP’s counsel in the trial court, those three individuals “organized” the Fund. The Fund’s “carried interest partner”—Novalpina Capital Partners I FP SCSp—had an approximately 17 percent stake in the Fund’s profits, and the ultimate beneficial own- ers of those earnings were the Founders, via their interest in TopCo. During argument in the trial court, in “clarif[ying] what role [Novalpina] GP had,” its counsel explained that the Founders “exercise[d] practical control and influence over” Novalpina GP, and pointed the trial court to a docu- ment detailing aspects of the Founders’ “day-to-day effec- tive practical control or influence over Novalpina GP.” That document is the “Particulars of Claim”—a document filed in the High Court of Justice Business and Property Courts of England and Wales—which counsel for Novalpina GP repre- sented to the trial court “really crystallizes the distinction between the entities.” In late 2017, two of the Founders—Peel and Kowski—came to Oregon for the purpose of soliciting an investment by the Oregon Public Employees Retirement Fund (OPERF) into the nascent investment fund. After the two made a presentation to the Oregon Investment Council on November 1, 2017, the Oregon Investment Council approved a €200 million capital commitment to the Fund. The slide deck presented during that meeting begins with a slide reading “Novalpina Capital,” and a disclaimer on the second to last page notes that the slide deck was “prepared by Novalpina Capital LLP.” With its investment, OPERF became the first investor in the Fund—i.e., it became a “limited partner” in the partnership that was created by Novalpina GP in Cite as 353 Or App 116 (2026) 121 August 2017 “for the purpose of raising a fund to undertake investment activities.”4 B. The Agreements OPERF’s investment in the Fund was effectuated in a series of agreements, the terms of which are important to our analysis of the issues on appeal. Those agreements, which are all dated November 15, 2017, are (1) an Amended and Restated Limited Partnership Agreement (the LPA), (2) a Subscription Agreement, and (3) a Side Letter Agreement. 1. The LPA The LPA, by its terms, “govern[ed]” the operation of the Fund. It recounts that, as noted above, a partnership was originally established via an agreement in August 2017 for the purpose of raising a fund to undertake investment activ- ities, and provides that the LPA was intended to “amend and restate” that agreement in its entirety to provide for “the further admission of persons as Limited Partners.” Under the LPA, Novalpina GP, “as managing general partner * * * , is responsible for the conduct of the Partnership’s activities.” The LPA further provides that Novalpina GP “shall have full power and authority, exercisable in its discretion, to manage and operate the Partnership,” including the power and authority “to market the Partnership and to accept applications by, and require the Partnership to admit, prospective Investors (including 4 At this juncture, we pause to note that our task on appeal has been made more difficult by Novalpina GP’s counsel’s shifting positions concerning the record during the course of this litigation. For example, on appeal, Novalpina GP contends that the trial court erred when it referenced two of the Founders’ “control” over Novalpina GP in its written opinion, but as noted above, that is contrary to how it encouraged the trial court to understand the record. Further, in the trial court, Novalpina GP asserted that Peel, Kowski, and Lueken were “not founders of the Fund,” but on appeal—consistent with the record and Novalpina GP’s representation to the United States District Court for the District of Oregon in other, related litigation—Novalpina GP appears to acknowledge that Peel, Kowski, and Lueken were “Founders” of the Fund. Additionally, in the trial court, Novalpina GP represented to the trial court that the evidence reflected that Novalpina GP intended to make a €75 million investment in the Fund but, on appeal, contends that evidence refers to a differ- ent Novalpina entity, not Novalpina GP. 122 Novalpina Capital v. Dept. of Justice Subsequent Investors and Substitute Investors), in each case in accordance with this agreement.” The LPA also contains choice-of-law and forum- selection clauses which, as detailed below, Novalpina GP argues required the trial court to set aside the CID. In par- ticular, the choice-of-law clause provides: “This agreement and the rights and obligations of the par- ties shall be governed by and construed in accordance with the laws of the Grand Duchy of Luxembourg. Noncontractual obligations (if any) arising out of or in connection with this agreement (including its formation) shall also be governed by the laws of the Grand Duchy of Luxembourg.” The forum selection clause provides: “The parties irrevocably agree that the courts of the Grand Duchy of Luxembourg are to have the exclusive jurisdic- tion to settle any disputes (whether contractual or non-con- tractual) which may arise out of or in connection with this agreement and accordingly any suit, action or proceeding arising out of or in connection with this agreement shall be brought in such courts. Each party accordingly irrevocably submits to the jurisdiction of the courts of the Grand Duchy of Luxembourg, and to any other courts in which any judg- ment of any court of the Grand Duchy of Luxembourg may be enforced.” 2. The Subscription Agreement The Subscription Agreement constituted OPERF’s “offer to invest in the Partnership”—i.e., its application to “become a Limited Partner and an Investor in the Partnership.” In the offer, OPERF “applied” to commit an investment of €200 million to the Fund, and that offer was accepted by Novalpina GP on November 15, 2017. Like the LPA, the Subscription Agreement also contains a choice-of-law clause and a forum-selection clause. The choice-of-law clause provides: “This Subscription Agreement shall be governed by and construed in accordance with the laws of the Grand Duchy of Luxembourg. Non-contractual and pre-contractual obli- gations (in each case, if any) arising out of or in connection with this Subscription Agreement or the process leading Cite as 353 Or App 116 (2026) 123 to the submission by the Applicant of this application shall also be governed by the laws of the Grand Duchy of Luxembourg.” The forum-selection clause provides: “The Applicant irrevocably agrees that the courts of the Grand Duchy of Luxembourg are to have the exclusive jurisdiction to settle any disputes (whether contractual, non-contractual or pre-contractual) which may arise out of or in connection with this Subscription Agreement or the process leading to the submission by the Applicant of this application and accordingly: (i) any suit, action or proceed- ing arising out of or in connection with any of the forego- ing shall be brought in such courts; and (ii) the Applicant irrevocably submits to the jurisdiction of the courts of the Grand Duchy of Luxembourg, and any other courts in which any judgment of any court of the Grand Duchy of Luxembourg may be enforced.” 3. The Side Letter Agreement Finally, we turn to the Side Letter Agreement, which is an agreement that was provided “in consider- ation of the Subscriber [i.e., OPERF] agreeing to make a Commitment to the Partnership by executing a Subscription Agreement,” that was executed by Novalpina GP, and that is dated November 15, 2017. The Side Letter Agreement provides that if there is “any inconsistency between any of the provisions of this let- ter agreement, the [LPA] and the Subscriber’s Subscription Agreement, the provisions of this letter agreement shall prevail.” The Side Letter Agreement, like the LPA and the Subscription Agreement, contains a choice-of-law clause and a forum-selection clause, but those clauses differ from the choice-of-law and forum-selection clauses in the LPA and the Subscription Agreement, because both clauses in the Side Letter Agreement point to the application of Oregon law and the jurisdiction of Oregon courts in certain circumstances. The choice-of-law clause in the Side Letter Agreement provided: 124 Novalpina Capital v. Dept. of Justice “This letter agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the Grand Duchy of Luxembourg. Notwithstanding any of the foregoing, pursuant to Oregon law all issues of law relating to the governmental authority, and the scope of sov- ereign and governmental immunities, of the Subscriber, or otherwise governed by Oregon law, must be resolved and enforced according to the laws of the State of Oregon, without resort to any jurisdiction’s conflict of law rules or doctrines.” (Emphases added.) The forum-selection clause provided: “Solely on the basis of the Subscriber’s status as a state entity and the limitations on its ability to waive sover- eign and governmental immunities, the General Partner acknowledges and agrees that nothing contained in this letter agreement, the Partnership Agreement or the Subscription Agreement may be construed as a waiver of the Subscriber’s right to be subject to suit only in the courts of Oregon and the Subscriber does not agree to the juris- diction of any state courts other than those of the State of Oregon or to the jurisdiction of any federal or other court.” (Emphasis added.) C. The Drawdown Notices and the Change of General Partner After OPERF’s initial €200 million commitment to the fund in November 2017, between October 2018 and June 2021, Novalpina GP sent OPERF 10 “drawdown notices” seeking over €100 million of capital funding, which OPERF fulfilled. The LPA defines a “drawdown notice” as a “written notice to each Investor of any amount that the Investor is required to pay to the Partnership under this agreement.” More specifically, in November 2018, Novalpina GP—on behalf of the Fund—issued the first drawdown notice (for over €15 million) and transmitted it to OPERF. That drawdown notice was signed by directors of Novalpina GP— Philip Zarb Mizzi, Allen Foley, and Gaëtan Dumont—and attached an “investment summary” signed by Peel, Kowski, and Lueken, on behalf of the Fund’s Investment Advisors Cite as 353 Or App 116 (2026) 125 (which are defined in the LPA to be Novalpina Capital LLP and Novalpina Capital Management International LLP). A second drawdown notice was transmitted to OPERF in July 2019 (for over €38 million), and a third in February 2020 (for over €4 million), each also signed by directors of Novalpina GP—Mizzi, Foley, and Dumont—and each attaching an investment summary signed by Peel, Kowski, and Lueken, on behalf of the Investment Advisors. Then, between September 2020 and June 2021, additional drawdown notices were transmitted to OPERF, and each was signed by Mizzi, Foley, and Dumont, on behalf of Novalpina GP. Ultimately, OPERF’s investments as a limited part- ner in the Fund were considerable in amount for the Fund; as of June 30, 2021, the Fund’s limited partners had con- tributed “only €548 million” in total, and OPERF was the Fund’s largest investor. In July 2021, the limited partners voted to remove Novalpina GP as General Partner of the Fund “without cause” pursuant to a “no fault divorce” clause in the LPA. In other litigation, Novalpina GP contends that, as a result of the removal, and as the “original general partner of the fund, Novalpina GP and its related entities are owed pay- ment of substantial contractual entitlements * * * likely worth hundreds of millions of dollars.” D. DOJ’s Investigation, the CID, and the Instant Litigation Since September 2023, the DOJ has been conduct- ing an Oregon False Claims Act investigation in connection with OPERF’s investment in the Fund. The purpose of the investigation is to “determine whether there has been a vio- lation of the Oregon False Claims Act, ORS 180.750 through ORS 180.785, in connection with claims for payments sub- mitted to [OPERF] in connection with its investment into Novalpina Capital Partners I.” Among other conduct, the Oregon False Claims Act prohibits presenting “for payment or approval, or caus[ing] to be presented for payment or approval, a claim that the person knows is a false claim.” ORS 180.755. A “false claim” is a claim that, among other 126 Novalpina Capital v. Dept. of Justice things, “[c]ontains, or is based on, false or fraudulent infor- mation.” ORS 180.750. On September 16, 2024, as part of its investigation, the DOJ issued the CID pursuant to ORS 180.775. See ORS 180.775(1) (“If it appears to the Attorney General that a per- son has possession, custody or control of any information, document or other materials that are relevant to an inves- tigation of a violation of ORS 180.755, or that could lead to the discovery of relevant information in an investigation of a violation of ORS 180.755, the Attorney General may cause an investigative demand to be served upon the person.”). The CID sought documents and deposition testimony, and it propounded interrogatories on Novalpina GP. Id. (“The investigative demand may require the person: (a) To appear and testify under oath at the time and place stated in the investigative demand; (b) To answer written interrogatories; or (c) To produce relevant documentary material or physical evidence for examination at the time and place stated in the investigative demand.”). Novalpina GP moved to set aside the CID in Multnomah County Circuit Court pursuant to ORS 646.618(2), which provides, in pertinent part, “At any time before the return date specified in an investigative demand * * * a petition to * * * set aside the demand, stating good cause * * * may be filed in the appropriate court.”5 Novalpina GP asserted, among other points, that the demand should be set aside for three reasons. First, it contended that there is no “personal jurisdiction over Novalpina GP in the State of Oregon, and therefore, the CID is not enforceable.” Second, it argued that “mandatory forum selection and choice of law clauses found in the limited partnership agreement between OPERF, an instrumentality of the State of Oregon, and Novalpina GP, require all contract and non-contract claims ‘arising out of or in connection with’ the limited partnership agreement to be brought against Novalpina GP in courts of 5 For purposes of this opinion, we assume without deciding that the proce- dures for setting aside a CID set forth in ORS 646.618(2), which appear to con- cern civil investigative demands issued under ORS 646.618(1), concerning the Oregon Unlawful Trade Practices Act, are applicable to the demand in this case, which was issued by the Attorney General under ORS 180.755 and concerns the Oregon False Claims Act. Cite as 353 Or App 116 (2026) 127 the Grand Duchy of Luxembourg and under Luxembourgish law.” As to that argument, Novalpina GP contended that “the State has waived its right to hail [Novalpina GP] into its courts and has furthermore waived claims under Oregon’s False Claims Act by agreeing to the exclusive application of the laws of Luxembourg.” And, third, Novalpina GP asserted that the DOJ’s “attempt to gather what amounts to civil discovery through a CID fails to comply with interna- tional law, including but not limited to the Hague Evidence Convention.” Ultimately, in a written opinion, the trial court rejected Novalpina GP’s arguments. Regarding personal jurisdiction, the trial court concluded that Novalpina GP’s “contacts with the State of Oregon are sufficient to subject [it] to specific jurisdiction.” The court reasoned that the “ ‘shell’ corporate structure in place between [Novalpina GP], a [General Partner], and the persons/entities who functionally own [it] and actively aimed their communications at Oregon through solicitation of investment of Oregon funds while in Oregon, does not function to entirely shelter [Novalpina GP] from jurisdiction” and that, “the actions of the persons/ entities who functionally owned and operated Novalpina GP are sufficient to establish * * * purposeful availment of priv- ileges and laws of the forum state, and establish minimum contacts with the forum state of Oregon.” The court also found that “[p]ersons with functional control over Novalpina GP were aware that any fraud-related injury arising from the relationship between [Novalpina GP] and [the State of Oregon] would be directed at and sustained in Oregon,” and further determined that “[h]ailing [Novalpina GP] into Oregon to answer for possible injury arising out of an ongo- ing financial relationship with an Oregon entity, that exists as a result of [its] active solicitation of said relationship in Oregon also does not offend notions of fair play or substan- tial justice under the law.” Regarding the choice-of-law and forum-selection clauses, the court determined, among other points, that “the forum selection clauses of the agreement do not control [the DOJ’s] choice of venue for purposes of pursuing claims and process pursuant to ORS 180.755,” which “exist outside the 128 Novalpina Capital v. Dept. of Justice parameters of the parties’ contractual agreement.” Further, the court concluded that nothing in the choice-of-law clauses “provides any support for [Novalpina GP’s] position that the ORS 180.755 (False Claims Act) claim [that the DOJ] seeks to investigate and assert against [Novalpina GP] can only be brought in Luxembourg and must be subject to Luxembourgish law.” Regarding compliance with the Hague Evidence Convention, the court determined that adherence to the Hague Evidence Convention is not mandatory and would likely not result in production of the requested information, which militated against its application in this case. The court noted further that Novalpina GP had not pointed to any Luxembourg law that prohibited pre-litigation disclosure of the requested material. Moreover, the court observed that “comity analysis also favors application of domestic discovery rules, laws and process over Hague Convention process.” Thus, the trial court denied the petition to set aside. This appeal followed. II. PERSONAL JURISDICTION As noted, in its first assignment of error, Novalpina GP argues that “[t]he trial court erred in holding that spe- cific personal jurisdiction exists over Novalpina GP because Novalpina GP lacks minimum contacts with the State of Oregon sufficient to comport with the Due Process Clause.” “Under ORCP 4 L—the catchall provision of this state’s long-arm statute—Oregon may exercise specific personal jurisdiction over a defendant ‘in any action where prosecution of the action against a defendant in this state is not inconsistent with the Constitution of this state or the Constitution of the United States.’ ” M. C. v. Quest Global, Inc., 328 Or App 378, 382, 537 P3d 571 (2023), rev den, 372 Or 718 (2024) (quoting ORCP 4 L).6 “Thus, for Oregon to exercise specific personal jurisdiction over a defendant, 6 The parties agree that “general personal jurisdiction” does not exist in this case; that is, there is no contention that Novalpina GP has the kind of “contin- uous” operations within Oregon that are “so substantial and of such a nature” as to give rise to general personal jurisdiction. See Robinson v. Harley-Davidson Motor Co., 354 Or 572, 578, 316 P3d 287 (2013) (explaining the nature of general personal jurisdiction). Cite as 353 Or App 116 (2026) 129 there must be ‘minimum contacts’ between the defendant and Oregon.” Id. “In determining whether those contacts exist, we look to three considerations.” Id. at 383. First, “we determine whether the defendant ‘pur- posefully availed’ itself of the privilege of conducting activ- ities in Oregon or ‘purposefully directed’ its activities at residents of Oregon.” Id. (citing Cox v. HP Inc., 368 Or 477, 497, 507, 492 P3d 1245 (2021)). Second, “if a contact exists, * * * we next consider whether the litigation ‘arises out of or relates to’ that contact.” Id. (quoting State ex rel Circus Circus Reno, Inc. v. Pope, 317 Or 151, 159, 854 P2d 461 (1993)). Third, if both of those prerequisites are met, “we consider whether exercising jurisdiction over the defendant would comport with ‘fair play and substantial justice.’ ” Id. (quoting Circus Circus Reno, Inc., 317 Or at 159-60). A. Purposeful Availment A foreign defendant’s “activities within Oregon rise to the level of ‘minimum contacts’ ” only when “the defendant has ‘purposefully availed’ itself of the privilege of conducting activities in Oregon or ‘purposefully directed’ its activities at residents of Oregon.” Id. at 383. That requirement exists “to prevent foreign defendants from being haled into local courts because of ‘random, fortuitous or attenuated contacts’ with the forum state or the ‘unilateral activity’ of a plain- tiff.” Id. at 383 (quoting Burger King Corp. v. Rudzewicz, 471 US 462, 475, 105 S Ct 2174, 85 L Ed 2d 528 (1985)). Thus, a “purposeful availment” analysis involves “a qualitative evaluation of the defendant’s contact with the forum state in order to determine whether the defendant’s conduct and connection with the forum state are such that he should rea- sonably anticipate being haled into court there.” Munson v. Valley Energy Investment Fund, 264 Or App 679, 699, 333 P3d 1102 (2014). Importantly, “mere injury to a forum resident is not a sufficient connection to the forum.” M. C., 328 Or App Additionally, we note that although many cases use the word “defendant” when describing issues of personal jurisdiction, Novalpina GP was a “petitioner” in the trial court. Neither party has argued that Novalpina GP’s petitioning the court for relief in this case should play a role in our analysis of personal jurisdiction. 130 Novalpina Capital v. Dept. of Justice at 384 (internal quotation marks and brackets omitted). Instead, the defendant “must have deliberately reached out beyond its home by engaging in some act in the forum state,” and that act, or acts, “must create a substantial con- nection with the forum state and must have been created by the defendant himself.” Id. (internal quotation marks and brackets omitted). Ultimately, “[s]pecific personal jurisdiction is a highly fact-specific inquiry,” and as such, “it can be estab- lished in a wide variety of circumstances.” Id. at 387. In the context of a financial relationship such as this one, “con- tracting alone with a party located in the forum state is not automatically enough to establish sufficient minimum contacts.” Ancor Holdings, L.P. v. Landon Capital Partners, L.L.C., 114 F4th 382, 395 (5th Cir 2024).7 A contract is ordinarily merely “an intermediate step serving to tie up prior business negotiations with future consequences which themselves are the real object of the business transaction.” Burger King Corp., 471 US at 479. The court must “analyze prior negotiations and contemplated future consequences, along with the terms of the contract and the parties’ actual course of dealing, to determine whether the defendant pur- posefully established minimum contacts within the forum.” Ancor Holdings, L.P., 114 F4th at 395 (internal quotation marks omitted). Here, we conclude that the trial court did not err when it determined that Novalpina GP had purposefully availed itself of the privilege of conducting activities in Oregon. We understand the trial court to have determined that in late 2017, when two of the Founders—Peel and Kowski—came to Oregon for the purpose of soliciting an investment by OPERF into the Fund, they did so as repre- sentatives of, and on behalf of, Novalpina GP, the General Partner of that Fund. That is, the trial court determined that Novalpina GP itself “active[ly] solicit[ed] * * * said rela- tionship in Oregon.” That finding is supported by the record: As detailed in the LPA, which was entered into on the 7 We are, of course, not bound by the decisions of lower federal courts, but we may consider them as “persuasive authority.” Mears v. Marshall, 138 Or App 476, 478, 909 P2d 212 (1996). Our citation to federal courts in this opinion—other than to the United States Supreme Court—should be so understood. Cite as 353 Or App 116 (2026) 131 same day that OPERF’s €200 million capital commitment was accepted, Novalpina GP was “responsible for the con- duct of the Partnership’s [(i.e., the Fund’s)] activities,” and Novalpina GP had authority “to market the Partnership [(i.e., the Fund)].”8 Moreover, Novalpina GP stood to finan- cially benefit, directly, from OPERF’s investment in the Fund. Novalpina GP’s solicitation in Oregon of an invest- ment from OPERF supports a determination of purposeful availment. See Decker Coal Co. v. Commonwealth Edison Co., 805 F2d 834, 840 (9th Cir 1986) (concluding that, “if the defendant directly solicits business in the forum state, the resulting transactions will probably constitute the delib- erate transaction of business invoking the benefits of the forum state’s laws”). We further note that the Side Letter Agreement between OPERF and Novalpina GP contained a choice-of- law provision providing that Oregon law would apply to all issues of law “governed by Oregon law” and “all issues of law relating to the governmental authority,” which, as explained below, we understand to include CIDs issued by the Attorney General pursuant to an Oregon statute. That choice-of-law provision, too, seemingly supports the trial court’s conclu- sion regarding personal jurisdiction. See Burger King Corp., 471 US at 482 (observing that a choice-of-law provision “standing alone would be insufficient to confer jurisdiction,” but that by entering into contracts expressly providing that Florida’s laws would govern disputes a defendant “pur- posefully availed himself of the benefits and protections of Florida’s laws”). Finally, as detailed above, subsequent to Novalpina GP’s solicitation in Oregon of the initial investment from OPERF, Novalpina GP transmitted 10 drawdown notices to OPERF, seeking over €100 million of capital funding, all of which OPERF fulfilled. 8 We acknowledge that the LPA was entered into 14 days after the solicita- tion of OPERF in Oregon and that the record does not contain the August 2017 agreement between Novalpina GP and the Initial LP, which created the part- nership. Seemingly, it was the August 2017 agreement, not the LPA, that was in effect at the time of the solicitation. Nevertheless, we think on this record, rely- ing on the LPA to understand Novalpina GP’s role at the time of the solicitation constitutes a legally permissible inference. 132 Novalpina Capital v. Dept. of Justice We are persuaded that that cumulative conduct establishes Novalpina GP’s purposeful availment, and the trial court did not err in so concluding. See Walden v. Fiore, 571 US 277, 285, 134 S Ct 1115, 188 L Ed 2d 12 (2014) (“[W] e have upheld the assertion of jurisdiction over defendants who have purposefully reach[ed] out beyond their State and into another by, for example, entering a contractual rela- tionship that envisioned continuing and wide-reaching con- tacts in the forum State.” (Internal citation and quotation marks omitted; second brackets in Walden.)); Ooma, Inc. v. Dept. of Rev., 369 Or 95, 101, 501 P3d 520 (2021) (considering “cumulative conduct” in determining whether a party pur- posefully availed itself “of the Oregon market”). In arguing that the trial court erred, Novalpina GP raises two arguments of note. First, Novalpina GP argues that the trial court erred because it—Novalpina GP—did not have “minimum contacts with Oregon sufficient to con- stitute purposeful availment,” given that there “is no evi- dence that Novalpina GP solicited anything.” (Emphasis in Novalpina GP’s brief.) As we understand Novalpina GP’s argument, that is because, in its view, “Peel and Kowski attended the meeting as Novalpina Capital LLP, which was putting together a Fund to be called Novalpina Capital Partners I SCSp,” and neither “Peel nor Kowski ever had a role in Novalpina GP.” We are not persuaded. This record permits an infer- ence that Peel and Kowski were also soliciting the invest- ment on behalf of Novalpina GP, the General Partner of the Fund, which stood to benefit from investment in the Fund. That is particularly true given that Peel and Kowski, along with Lueken, “organized” the Fund and that Novalpina GP, as General Partner of the Fund, was responsible for the con- duct of the Fund’s activities. Indeed, although Novalpina GP argues that, at the time of the solicitation, it was “not doing anything” because it did not have “a Fund to manage,” by the time of the solicitation in November 2017, Novalpina GP had created the partnership “for the purpose of raising a fund to undertake investment activities”—precisely what it was doing in Oregon, as the trial court found. In the circum- stances of this case, as the trial court aptly put it, Novalpina’s Cite as 353 Or App 116 (2026) 133 corporate structure “does not function to entirely shelter” Novalpina GP from jurisdiction. Additionally, Novalpina GP points to the forum- selection clauses in the various agreements, contending that “the parties’ choice of Luxembourg law and forum for all dis- putes, regardless of whether they are precontractual, non- contractual or contractual in nature, is strong evidence that Novalpina GP did not purposefully invoke the benefits and protections of a State’s laws.” (Emphasis in Novalpina GP’s brief.) As described below, however, in our consideration of Novalpina GP’s second assignment of error, we disagree with Novalpina GP’s interpretation of the applicabili