This is an important personal-jurisdiction case, not because it says anything new but because it restates – at the risk of belaboring – established principles and because it removes an analytical barnacle that the Court of Appeals’ opinion had added. (We blogged the Court of Appeals opinion here.)
TPG sells insurance and makes investments. One of its Arizona insurance clients found out about its investment activities and told his sister, a California attorney who represented a California tin mine that needed investors. It sent TPG a report about its activities and followed that up with emails, faxes, and phone calls. They entered into a preliminary agreement – by which TPG invested money – but hadn’t come to a final agreement when TPG found out that the defendants weren’t really tin miners at all, they just wanted to threaten a nearby water district into condemning their property.
TPG sued corporate and individual defendants in Maricopa County. It alleged breach of contract and securities fraud and also sought declaratory judgment and an accounting. The California defendants moved to dismiss for lack of personal jurisdiction; the trial court granted the motion; the Court of Appeals affirmed. The Supreme Court accepted TPG’s petition “because the jurisdiction of Arizona courts over non-resident defendants is a recurring issue of statewide importance.” (So every personal-jurisdiction case is a Supreme Court case, right?)
The standard-of-review section – that Division One often thinks, judging by the number of words in it, to be the most important thing in an opinion – is a footnote. And not an unimportant one. The trial court ruled on affidavits, so the Supreme Court reviews de novo, “viewing the facts in the light most favorable to the plaintiffs but accepting as true the uncontradicted facts put forward by the defendants.”
Perhaps to atone for that brevity, we next get a definition of jurisdiction and then all the classic cases, starting from the beginning – Pennoyer v. Neff and International Shoe. The Court seems determined to cite all the jurisdiction cases you ever read in law school or have heard of since then. Four pages of them.
But then come the important parts. The Court of Appeals had relied on Ninth Circuit precedent to decide that the thing to do was to figure out whether the Complaint sounded primarily in tort or contract and to apply either the “purposeful availment” (for contracts) or “purposeful direction” (for torts) test. It concluded that the Complaint was in contract, that the defendants had not “purposefully availed themselves of the privilege of conducting business in Arizona,” and that Arizona therefore had no personal jurisdiction over them.
The Supreme Court calls this approach “problematic” and points out that we’re not bound by the Ninth Circuit. The U.S. Supreme Court uses “purposeful availment” and “purposeful direction” interchangeably (though, the Court says, they are often most useful in contract and tort settings, respectively). And a court needn’t try to shoehorn an entire Complaint into the “contract” or “tort” category. The approach should be “holistic”: “Considering all of the contacts . . . did those defendants engage in purposeful conduct for which they could reasonably expect to be haled into that state’s courts with respect to that conduct?”
The Court then notes a couple more general principles that the Court of Appeals tripped over: a defendant can have minimum contacts with more than one state – the question is not where the primary or predominant contacts are; and “jurisdictional contacts are to be analyzed not in isolation, but rather in totality.”
The report and communications sent into Arizona – which TPG alleged violated the securities laws – were purposeful and established minimum contacts. That being enough for one allegation, it is enough for the others – which arose out of the same facts – as well.
(The Court then says that it would come to the same result on the contract count even if analyzing it separately under, apparently, a Ninth-Circuit style “purposeful availment” standard – and for some reason spends time explaining why. Was somebody afraid that if the case went further up then that Ninth Circuit law might come back to bite them after all?)
Under Asahi, after finding minimum contacts the court must analyze the burden-on-the-defendant- and interest-of-the-forum-type factors. The Court does so and decides that they support jurisdiction.
The Court therefore reverses and remands as to some of the defendants; it found, in a short section near the end, that a couple of others didn’t act purposefully toward Arizona, so it affirms as to them.
When we blogged the Court of Appeals decision we said that “Judging by the facts in the opinion, it wasn’t actually a very hard case.” Judging the facts as they are presented in this one, it wasn’t actually a very hard case – the other way around. Shows what the presentation of facts – and knowledge of the result – can do even to the most discerning minds (consider smiley-face inserted here; not everybody’s browser can handle those well, even today). Our gently sarcastic comments there about the newfangled availment/direction distinction are now, we’re glad to say, of historical interest only: The Supreme Court’s is, in the main, a very traditional analysis. This opinion will presumably be the new starting point of personal-jurisdiction discussion in Arizona.
(link to opinion)