A Missouri circuit court quashed registration of a foreign judgment Peoples Bank obtained in an Oklahoma district court against Missouri resident, H.L. Frazee. The Missouri court found that the Oklahoma court lacked personal jurisdiction over Mr. Frazee. Peoples Bank appeals. It challenges the circuit court's assignment of the burden of proof to Peoples Bank to establish that the Oklahoma court's jurisdiction was proper. Peoples Bank also challenges the Missouri court's finding that the Oklahoma court lacked personal jurisdiction over Mr. Frazee because he had insufficient minimum contacts with Oklahoma.
In a proceeding to register a foreign judgment, there is the strong presumption that the rendering court had jurisdiction and entered a valid judgment, and the party asserting the invalidity of the foreign judgment, here, Mr. Frazee, has the burden of overcoming the presumption of jurisdiction and validity. Because the facts and circumstances before the Court demonstrate that Mr. Frazee established minimum contacts with Oklahoma when he guaranteed a promissory note, the Oklahoma court's assertion of personal jurisdiction over Mr. Frazee comports with Oklahoma's long-arm statute and the Due Process Clause of the Fourteenth Amendment of the United States Constitution. The circuit court's judgment is reversed, and the case is remanded.
Peoples Bank is an Oklahoma banking corporation located in Tulsa. Stephen M. Frazee and Jennifer Frazee, a married couple who reside in Tulsa, borrowed money from Peoples Bank and executed a promissory note to the bank for repayment of the loan. When Stephen and Jennifer defaulted on the loan, Bill Burnett, executive vice president of Peoples Bank, met with Stephen and informed him that Peoples Bank was calling the promissory note due to the default. Stephen told Mr. Burnett that he believed his grandfather, H.L. Frazee, would help him.
At Stephen's suggestion, Mr. Burnett telephoned Mr. Frazee, a Missouri resident who never has lived or owned property in Oklahoma, to discuss the situation.
Stephen and Jennifer defaulted on the new promissory note. Although demand
Peoples Bank then filed the current action for registration of its foreign judgment in the circuit court of Wright County, Missouri. Mr. Frazee filed a limited entry of appearance and a motion to quash registration of the foreign judgment on the grounds that the judgment was void due to lack of personal jurisdiction over him by the Oklahoma court. After Peoples Bank filed suggestions in opposition to the motion, Mr. Frazee filed suggestions in support of his motion to quash registration and his affidavit. Peoples Bank filed its response to Mr. Frazee's suggestions. In Peoples Bank's response, it included the affidavit of Mr. Burnett. After a hearing at which no evidence was presented, the Missouri circuit court determined that the Oklahoma court did not have personal jurisdiction over Mr. Frazee and sustained his motion to quash the foreign judgment. In doing so, the circuit court placed the burden of proof to establish personal jurisdiction on Peoples Bank.
Peoples Bank appeals. Peoples Bank asserts that the circuit court erred in placing the burden on it to prove that the Oklahoma district court had personal jurisdiction over Mr. Frazee, a Missouri resident. Peoples Bank also claims that the circuit court erred in finding that the Oklahoma district court lacked personal jurisdiction over Mr. Frazee and argues that he had sufficient minimum contacts with Oklahoma so that maintenance of the lawsuit did not offend traditional notions of fair play and substantial justice. After an opinion by the court of appeals, this Court granted transfer. Mo. Const. art. V, sec. 10.
Peoples Bank claims that the circuit court erred in finding that Peoples Bank had the burden of proof to establish that the Oklahoma court had personal jurisdiction over Mr. Frazee. Generally, when personal jurisdiction is contested by the filing of a motion to dismiss a Missouri action, the plaintiff bears the burden of establishing that the defendant's contacts with the forum state were sufficient. State ex rel. Ranni Assocs., Inc. v. Hartenbach, 742 S.W.2d 134, 137 (Mo. banc 1987). When the challenge to personal jurisdiction arises in the context of a motion to register a foreign judgment, however, the strong presumption of the validity of a foreign judgment that is regular on its face makes the general rule inapplicable.
Under article IV, section 1 of the United States Constitution, this Court must give full faith and credit to the valid judgment of a sister state unless there is (1) a lack of subject matter jurisdiction, (2) a lack of personal jurisdiction, or (3) fraud
In this case, Mr. Frazee defaulted in the Oklahoma action, and judgment was entered against him. He contested the Oklahoma district court's personal jurisdiction over him for the first time in the Missouri circuit court. Because the issue was not litigated in the foreign state, Mr. Frazee had the right to attack the judgment for lack of personal jurisdiction in the Missouri circuit court. Miller v. Dean, 289 S.W.3d 620, 624 (Mo.App.2009). The Oklahoma judgment Mr. Frazee was contesting is regular on its face, so the judgment was subject to the strong presumption that the Oklahoma court had jurisdiction. As the party asserting invalidity of the foreign judgment, Mr. Frazee bore the burden of establishing that the Oklahoma court lacked personal jurisdiction. The circuit court erred in placing the burden on Peoples Bank.
The circuit court's error does not entitle Peoples Bank to relief, however. A circuit court's decision regarding whether a foreign judgment should be registered is a legal conclusion. Big Tex Trailer Mfg., Inc. v. Duff Motor Co., 275 S.W.3d 384, 386 (Mo.App.2009). Likewise, a circuit court's determination of personal jurisdiction is a legal conclusion. Bryant v. Smith Interior Design Group, Inc., 310 S.W.3d 227, 231 (Mo. banc 2010). The circuit courts' legal conclusions are subject to a de novo review on appeal. Miller, 289 S.W.3d at 624. Therefore, when a defendant appeals a circuit court's decision regarding a claim of lack of personal jurisdiction in a registration-of-foreign-judgment proceeding, the appellate court reviews the legal conclusions de novo and determines whether the foreign court had personal jurisdiction over the defendant and whether the judgment should be registered. Id. This Court's de novo review eliminates any prejudice to Peoples Bank from the circuit court's erroneous assignment of the burden of proof to Peoples Bank.
In its second claim of error, Peoples Bank argues that the circuit court erred in determining that the Oklahoma district court lacked personal jurisdiction over Mr. Frazee. Peoples Bank contends he had sufficient minimum contacts with Oklahoma so that maintenance of the lawsuit did not offend traditional notions of fair play and substantial justice. This Court must determine whether Mr. Frazee's actions surrounding the execution of the guaranty constitute sufficient minimum contacts with the forum that Oklahoma's exercise of personal jurisdiction over him was reasonable.
Because this jurisdictional challenge arises in the context of a motion to register a foreign judgment, this Court must look to the rendering state's law—
Under Missouri's procedural rules, if personal jurisdiction is challenged in a motion to register a foreign judgment, the parties may present affidavits to supplement the pleadings "or the court may direct that the matter be heard wholly or partly on oral testimony or deposition." See Chromalloy Am. Corp. v. Elyria Foundry Co., 955 S.W.2d 1, 4 (Mo. banc 1997); see also Rule 55.28; State ex rel. Harmon v. Scott, 820 S.W.2d 101, 103 (Mo. App.1991). The circuit court can believe or disbelieve any statement in such affidavits, and factual determinations are within the sole discretion of the circuit court.
Regarding Oklahoma's substantive law on personal jurisdiction, Oklahoma's long-arm statute authorizes an Oklahoma court to exercise jurisdiction "on any basis consistent with the Constitution of [Oklahoma] and the Constitution of the United States." OKLA. STAT. tit. 12 § 2004(F) (1993). It extends Oklahoma courts' jurisdiction over non residents "to the outer limits of the Oklahoma Constitution and the Due Process Clause of the Fourteenth Amendment to the United States Constitution." Conoco, Inc. v. Agrico Chemical Co., 115 P.3d 829, 834 (Okla.2004). The "outer limits" have been established by the United States Supreme Court. Id. Therefore, the inquiry is whether the Oklahoma court's exercise of personal jurisdiction over Mr. Frazee comports with federal due process. See Gilbert v. Sec. Fin. Corp. of Okla., Inc., 152 P.3d 165, 173 (Okla.2006).
The Due Process Clause of the Fourteenth Amendment requires that the defendant have minimum contacts with the forum state so that "maintenance of 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). Minimum
In addition to proving that the defendant purposefully availed himself of the privilege of conducting activities within the forum, exercise of personal jurisdiction over a defendant with minimum contacts must be "reasonable" in light of the surrounding circumstances of the case. Asahi Metal Indus. Co., Ltd. v. Super. Ct. of Cal., Solano Cty., 480 U.S. 102, 113, 107 S.Ct. 1026, 94 L.Ed.2d 92 (1987). This reasonableness depends on an evaluation of several factors. Id. A court must consider the burden on the defendant, the forum's interest in adjudicating the dispute, and "the plaintiff's interest in obtaining convenient and effective relief." Burger King Corp., 471 U.S. at 477, 105 S.Ct. 2174. Consideration must also go to "the interstate judicial system's interest in obtaining the most efficient resolution of controversies and the shared interest of the several States in furthering fundamental substantive social policies." Asahi, 480 U.S. at 113, 107 S.Ct. 1026 (quoting World-Wide Volkswagen, Corp. v. Woodson, 444 U.S. 286, 292, 100 S.Ct. 559, 62 L.Ed.2d 490 (1980)).
Consideration of these factors "sometimes serve[s] to establish a reasonableness of jurisdiction upon a lesser showing of minimum contacts than would otherwise be required." Burger King Corp., 471 U.S. at 477, 105 S.Ct. 2174. "[W]here a defendant who purposefully has directed his activities at forum residents seeks to defeat jurisdiction, he must present a compelling case that the presence of some other considerations would render jurisdiction unreasonable." Id. In determining whether a defendant has established sufficient minimum contacts, "`the foreseeability that is critical to due process analysis... is that the defendant's conduct and connection with the forum State are such that he should reasonably anticipate being haled into court there.'" Id. at 474, 105 S.Ct. 2174 (quoting World-Wide Volkswagen, 444 U.S. at 295, 100 S.Ct. 559).
Peoples Bank alleges that Mr. Frazee's actions surrounding his execution of a guaranty of Stephen and his wife's promissory note establish minimum contacts with Oklahoma.
Other jurisdictions that have addressed the contacts necessary to assert personal jurisdiction over a non-resident guarantor have undertaken "an independent factual assessment of a defendant's contacts with the forum when deciding whether it possesses jurisdiction over that defendant." Mellon Bank (East) PSFS, Nat'l Ass'n. v. Farino, 960 F.2d 1217, 1224 (3d Cir.1992). Based on the facts and circumstances of non-resident guarantor cases, some courts have reached the conclusions that a forum state has personal jurisdiction, while other courts have found no personal jurisdiction. Mellon Bank, 960 F.2d at 1225 n. 4 (finding personal jurisdiction); U.S. v. Rollinson, 629 F.Supp. 581, 587 (D.D.C.1986) (finding personal jurisdiction); Bond Leather Co. v. Q.T. Shoe Mfg. Co., 764 F.2d 928, 935 (1st Cir.1985) (finding lack of personal jurisdiction). In Arkansas Rice Growers Coop. Ass'n. v. Alchemy Indus., Inc, the Eighth Circuit recognized three instances in which courts have found personal jurisdiction over a non-resident guarantor:
797 F.2d 565, 573-74 (8th Cir.1986).
Arkansas Rice Growers lists inducement to renew the loan as a circumstance to determine if a court properly asserted jurisdiction over a non-resident guarantor. In this case, the evidence shows that, without Mr. Frazee's guaranty, Peoples Bank would not have executed a new promissory note with Stephen and Jennifer; instead, it would have called the previous loan. Mr. Frazee's guaranty induced Peoples Bank to renew the underlying loan. The language of the guaranty expressly states that Mr. Frazee's guaranty induced Peoples Bank to renew Stephen and Jennifer's loan. The first line of guaranty agreement contains the following provision:
Other courts have found similar provisions to be "express evidence" that the party would not have entered into an underlying contract without the executed guaranty. Kimball Int'l Inc. v. Warmack, 1989 WL 432179 *6 (S.D.Ind. March 22, 1989). In this case, the fact that Mr. Frazee's execution of the guaranty induced Peoples Bank to extend credit to Stephen and Jennifer and Mr. Frazee's active role in the process is sufficient to justify an exercise of personal jurisdiction over the non-resident guarantor.
In addition to the evidence that Mr. Frazee's guaranty induced the renewal of the underlying loan, this is not a case of "a single isolated transaction which involved the unilateral activity of [an] Oklahoman." Hough v. Leonard, 867 P.2d 438, 444 (Okla.1993). Mr. Frazee's contact with Oklahoma is not in the form of an incidental provision in a contract. Rather, the record shows that Mr. Frazee purposefully directed activity into the forum state, Oklahoma.
As a threshold issue, Mr. Frazee was aware, or at least should have been aware, that he was dealing with an Oklahoma bank.
Although Mr. Burnett may have made the initial call to Mr. Frazee, "[t]he fact that someone else initiated the first contact does not mean that the entire course of conduct is considered unilateral." Bryant, 310 S.W.3d at 235 (relying on federal law). Even if Peoples Bank first called Mr. Frazee, this fact does not negate all of the other facts and circumstances surrounding the guaranty's execution that amount to Mr. Frazee having minimum contacts with Oklahoma. See id.
Mr. Frazee argues that a state may not exercise personal jurisdiction over a non-resident guarantor unless the guarantor could derive a pecuniary gain from the executed guarantee. Mr. Frazee argues that a non-resident guarantor must make a purposeful decision to participate in the forum's economy in order to avail itself to the benefits and protections of the forum. He derives this argument from Bond Leather Co. v. Q.T. Shoe Mfg. Co., 764 F.2d 928 (1st Cir.1985).
In Bond Leather, the First Circuit applied the "contract plus" approach suggested by the Supreme Court's decision in Burger King to its personal jurisdiction inquiry involving non-resident guarantors. Id. at 933. The First Circuit found that "[t]he inquiry must narrow to whether the commercial action taken, in light of the contacts with the forum state it entailed, amounts to a purposeful decision by the
Mr. Frazee focuses on only one factor in the First Circuit's analysis—commercial or pecuniary gain of the guarantor. Bond Leather does not stand for the proposition that a non-resident guarantor must reap a pecuniary or commercial gain from the execution of the guaranty for the forum to properly exercise personal jurisdiction over the non-resident guarantor. The Bond Leather analysis shows that the First Circuit, like many other jurisdictions, looked at all of the facts and circumstances surrounding the guaranty and made a determination based on the totality of the circumstances.
Applying the Bond Leather analysis, the facts in this case present a stronger argument than the facts surrounding Bond Leather's guarantor for Oklahoma having personal jurisdiction over Mr. Frazee. Mr. Frazee took an active role in the guaranty process whereas, in Bond Leather, an intermediary completed the negotiations and the guarantor took a completely passive role in the guaranty's execution. The record shows that Mr. Frazee engaged in telephone conversations with Peoples Bank and that he also mailed the guaranty back to Oklahoma.
Contrary to Mr. Frazee's assertion that a non-resident guarantor must reap a pecuniary gain, other courts have found that a personal financial benefit or pecuniary gain by the guarantor is unnecessary to exercise personal jurisdiction over the non-resident guarantor. E.g., Mellon Bank, 960 F.2d at 1225 n. 4; Rollinson, 629 F.Supp. at 587; Keelean v. Central Bank of the South, 544 So.2d 153, 157-58 (Ala. 1989) overruled for other reasons by Prof. Ins. Corp. v. Sutherland, 700 So.2d 347 (Ala.1997). A personal financial benefit to or a pecuniary gain by Mr. Frazee is not necessary for Oklahoma to constitutionally exercise personal jurisdiction over him because a pecuniary gain by the defendant is not required for the defendant to purposefully avail himself to the laws of the forum state or to purposefully direct activity into the forum.
Because the record shows that Mr. Frazee purposely availed himself to the forum, this Court must determine whether the exercise of personal jurisdiction over the nonresident defendant is reasonable. Asahi, 480 U.S. at 113, 107 S.Ct. 1026. This Court's reasonableness inquiry will focus on the burden on Mr. Frazee, the interests of Oklahoma, and the Peoples Bank's interest in obtaining relief, as well as the policy reasons for exercising jurisdiction over non-resident guarantors. Id.
The burden on the defendant largely involves the foreseeability of defending a lawsuit in that forum. World-Wide Volkswagen, 444 U.S. at 297, 100 S.Ct. 559. The foreseeability of defending a lawsuit can be construed as "contemplated future consequence" of a contract. See
Reasonableness also involves an inquiry into the interest of the forum state, Oklahoma, and the interests of the plaintiff in obtaining relief. Burger King Corp., 471 U.S. at 477, 105 S.Ct. 2174. Oklahoma has a strong interest in being able to enforce guaranty agreements that its citizens draft and then rely on to extend credit. Peoples Bank has a strong interest in obtaining relief after it was induced to renew a defaulted loan. Peoples Bank would not have renewed the loan if Mr. Frazee had not executed the guaranty agreement. Its risk was minimized by the guaranty.
There are also sound policy reasons for exercising jurisdiction over non-resident guarantors. "[T]he Due Process Clause may not readily be wielded as a territorial shield to avoid interstate obligations that have been voluntarily assumed." Mellon Bank, 960 F.2d at 1222. In this case, Mr. Frazee voluntarily assumed the obligation of guaranteeing Stephen's note. He knowingly contracted with an Oklahoma bank on behalf of Oklahoma residents. Mr. Frazee's actions induced Peoples Bank to extend credit to Stephen and Jennifer. Mr. Frazee, who purposefully directed activity into the forum and purposefully availed himself to the protections of the Oklahoma, should not be able to avoid his interstate obligation by asserting that lack of personal jurisdiction.
Because of the strong presumption of validity of foreign state judgments, Mr. Frazee had the burden to establish that the judgment was irregular or that Oklahoma lacked personal jurisdiction over him. Every personal jurisdiction case involves a fact-specific inquiry; it does not lend itself to categorical determinations. Id. at 1225. Under the facts and circumstances surrounding Mr. Frazee's execution of the guaranty, Mr. Frazee had the required minimum contacts with Oklahoma. Therefore, the Oklahoma court's exercise of personal jurisdiction over Mr. Frazee comports with Oklahoma's long-arm statute and due process. Moreover, the Oklahoma's court's assertion of personal jurisdiction was reasonable. The circuit court's judgment is reversed, and the case is remanded.
All concur.