State Central Bank v. Berzanskis
State Central Bank v. Berzanskis
Opinion of the Court
ORDER
This matter is before the Court on Motion to Dismiss for Lack of Personal Jurisdiction pursuant to Federal Rule of Civil Procedure 12(b)(2) brought by Defendant John F. Berzanskis (Berzanskis). Plaintiff State Central Bank (State Central) resists. Neither party requested a hearing on the Motion, and the Court finds a hearing is unnecessary. The matter is fully submitted and ready for disposition.
I. BACKGROUND
State Central is an' Iowa state bank with its principal place of business in Van Bu-rén County, Iowa, Berzanskis is a resident of Illinois.
Berzanskis' signed the following four promissory notes with State Central: (1) a note signed on February 18, 2003, in the amount of $100,000 (Note 1); (2) a note signed on September 19, 2005, in the amount' of $400,000 (Note 2); (3) a note signed on May 1, 2007, in the amount of $500,000 consolidating Notes 1 and 2 (Note
. The last payment made on the Note to State Central was on, October 28, 2014. On January 21, 2015, ■ State .Central sent Berzanskis a notice of right to cure default followed by a notice of acceleration and demand for payment on February 24, 2015. At the time this lawsuit was filed, Berzanskis owed $488,646.48,, inclusive of interest and late charges.
State Central filed this declaratory judgment action against Berzanskis in the Iowa District Court for South; Lee County on March 16, '2015. State Central served the summons and petition, on Berzanskis on April 2, 2015. Berzanskis timely, removed this action on April 21, 2015, based , upon diversity of- citizenship jurisdiction.
Berzanskis filed this pre-answer motion to dismiss, arguing this Court cannot exercise personal jurisdiction over him because he lacks the requisite contacts with the state of Iowa. State Central resists, arguing Berzanskis spent years borrowing money from an Iowa bank for the purpose of supporting his ongoing investment in an Iowa enterprise and thus clearly availed himself to the benefits of the state of Iowa and should not be surprised, to be haled into its courts for failure to pay his debts.
II. DISCUSSION
A. Subject Matter Jurisdiction ,
Berzanskis removed this case based on diversity of citizenship jurisdiction pursuant to 28 U.S.C. §' 1332. State Central is an Iowa state bank with its principal place of business- in Van Burén County, Iowa. Berzanskis is a resident of the state of Illinois. State Central alleges that at the time this lawsuit was
B. Standard for the Motion to Dismiss under Rule 12(b)(2)
To survive a motion to, dismiss for lack of personal jurisdictipn,;a plaintiff must make a prima facie showing that personal jurisdiction exists, which is accomplished by.pleading sufficient facts “to support a reasonable inference- that- the defendant[] can be subjected to jurisdiction within the state.” K-V Pharm. Co. v. J. Uriach & CIA, S.A., 648 F.3d 588, 591-92 (8th Cir. 2011) (alteration in original) (quoting Dever v. Hentzen Coatings, Inc., 380 F.3d 1070, 1072 (8th Cir. 2004)). “A federal court may assume jurisdiction over a defendant in a diversity' action if the forum Stated long-arm statute permits the exercise of personal jurisdiction and that exercise, is consistent with the Due Process Clause of the Fourteenth Amendment.” Creative Calling Sols., Inc. v. LF Beauty Ltd., 799 F.3d 975, 979 (8th Cir. 2015) (citing K-V Pharm., 648 F.3d at 592). “Because Iowa’s long-arm statute ‘expands Iowa’s jurisdictional reach to the widest due process 'parameters allowed by the United States Constitution,’ our inquiry is limited to whether the exercise of personal jurisdiction comports with dué process.” Fastpath, Inc. v. Arbela Techs. Corp., 760 F.3d 816, 820 (8th Cir. 2014) (quoting Wells Dairy, Inc. v. Food Movers Int’l, Inc., 607 F.3d 515, 518 (8th Cir. 2010) (quoting Hammond v. Fla. Asset Fin. Corp., 695 N.W.2d 1, 5 (Iowa 2005))).
“The touchstone of the due-process analysis remains whether the defendant has sufficient ‘minimum contacts .with [the forum state] such that the maintenance of
“The minimum contacts necessary for due process may be the basis for either ‘general’ or ‘specific’ jurisdiction.” Pangaea, Inc. v. Flying Burrito LLC, 647 F.3d 741, 745 (8th Cir. 2011) (quoting Johnson v. Arden, 614 F.3d 785, 794 (8th Cir. 2010)). “A court obtains general jurisdiction ‘against a defendant who has “continuous and systematic” contacts with the . forum state, even if the injuries at issue in the lawsuit did not arise out of the defendant’s activities directed at the forum.’” Johnson, 614 F.3d at 794 (quoting Dever, 380 F.3d at 1073 (quoting Helicopteros Nacionales de Colombia, S.A. v. Hall, 466 U.S. 408, 415-16, 104 S.Ct. 1868, 80 L.Ed.2d 404 (1984))). “[Specific jurisdiction is warranted when the defendant purposely directs its activities at the forum state and the litigation result[s] from injuries ... relating to . [the defendant’s] activities [in the forum state.]” Downing v. Goldman Phipps, PLLC, 764 F.3d 906, 913 (8th Cir. 2014) (second, third, and fourth alterations in original) (quoting Myers v. Casino Queen, Inc., 689 F.3d 904, 912-13 (8th Cir. 2012)), cert. denied, — U.S. —, 135 S.Ct. 1464, 191 L.Ed.2d 370 (2015).
State Central argues only that Ber-zanskis is subject to specific jurisdiction in Iowa.
[The Eighth Circuit] uses a five factor test to determine whether a defendant’s contacts meet the- due process minimum: “1) the nature and quality of the defendant’s contacts with the forum state; 2) the quantity of such contacts; 3) the relation of the cause of action to the contacts; 4) the interests of the forum state in providing a forum for its residents; and ■ 5) the convenience of the parties.”
Downing, 764 F.3d at 912 (quoting Steinbuch v. Cutler, 518 F.3d 580, 585 (8th Cir. 2008)). “Although ‘the first three factors are primary factors, and the remaining two are secondary factors,’ [the court] look[s] at. all of the factors and the totality of the circumstances in deciding whether personal jurisdiction exists.” K-V Pharm., 648 F.3d at 592-93 (quoting Johnson, 614 F.3d at 794).
C. Specific Jurisdiction Analysis
Berzanskis argues the- Court lacks personal jurisdiction over him because he has never conducted business in' the state of Iowa and does not own property in the state. He further argues that the payments on the Note were through electronic transfers from Berzanskis’ Illinois account and not made to any Iowa account. Ber-zanskis points out that he signed the Note in Illinois and that the Note contains only a choice-of-law provision, not a forum selection clause. He also asserts that no phone calls were ever made nor other correspondence ever sent to the state of Iowa and that it was a third party, Anthony Lambros (Lambros), who sought Berzan-skis to sign the Note to fund Lambros’ business.
In performing the personal jurisdiction analysis, the Court first determines whether “the forum State’s long-arm statute permits-the exercise of personal jurisdiction and that exercise is consistent with the Due Process Clause of the Fourteenth Amendment.” Creative Calling, 799 F.3d at 979 (internal citations omitted) (citing K-V Pharm., 648 F.3d at 592). “Although the reach of the state long-arm statute is a question of state law and federal courts are required to accept the interpretation given the statute by the state supreme court, the extent to which the reach of the long-arm statute ds limited by- due process is a question of federal law.” Landr-O-Nod Co. v. Bassett Furniture Indus., Inc., 708 F.2d 1338, 1342 n. 3 (8th Cir. 1983) (emphasis added). Iowa’s, statute “expands Iowa’s jurisdictional reach to the widest due process parameters allowed by the Únited States Constitution,” Hammond, 695 N.W.2d at' 5, and therefore whether the exercise of personal jurisdiction comports with due process is a question analyzed under the law of the Eighth Circuit rather than state law. Compare Fastpath, 760 F.3d at 820 (“Because Iowa’s long-arm statute ‘expands Iowa’s jurisdictional reach'to the widest due process parameters allowed by the United States Constitution,’ our inquiry is limited to whether the exercise of personal jurisdiction comports with due process.” (quoting Wells Dairy, 607 F.3d at 518 (quoting Hammond, 695 N.W.2d at 5)), with Dairy Farmers of Am., Inc. v. Bassett & Walker Int'l Inc., 702 F.3d 472, 475 (8th Cir. 2012) (noting that although Missouri’s “long-arm statute extends jurisdiction to the limits of the Due Process Clause,” the Missouri Supreme Court has held that the legislature intended the long-arm statute “to provide for jurisdiction, within the specific categories enumerated in the statutes, to the full extent permitted by the due process clause of the Fourteenth Amendment,” and therefore courts must consider these two inquires separately, and determining under Missouri law whether 'the lawsuit arises out of ,one of the activities, enumerated in Missouri’s long-arm statute).
Berzanskis cites Twaddle v. Twaddle, 582 N.W.2d 518, 521 (Iowa Ct.App. 1998), and contends that State Central’s expectation of repayment in the state .of Iowa was an unbargained-for convenience made for State Central’s benefit and does not constitute an act by which, Berzanskis purposefully availed himself to the , state of Iowa. Twaddle has limited applicability and, nonetheless, is distinguishable from the present case. In . that case, á woman, who lived in |owa, loaned $35,136 to her son, who lived in Minnesota. Twaddle, 582 N.W.2d at 519. Her son made only three payments totaling $900, so his mother filed a breach of contract apd promissory estop-pel action against him' in Iowa state court. Id. In finding Iowa lacked personal jurisdiction over the son, the Iowa Supreme Court noted that the son’s only ties to Iowa were with his mother, and his contacts with her were not solely for the purpose of soliciting, money. Applying Iowa precedent, the court reasoned that family contacts unrelated to the cause of action were not sufficient to establish personal jurisdiction. Id. at 520. The court found critical to its analysis that the son did not actively- solicit the loan from his mother and therefore “did not purposely inject himself into Iowa for the purposes of ‘doing business’ with his mother; he merely accepted an offer,by his mother, to help him with -financing the farm.” Id. at 521. The., court went on to note that the son never conducted business in Iowa, did not own property -in Iowa, never signed any documents agreeing to subject himself to personal jurisdiction in the courts of Iowa, and the loan money was used to pay for property located in Minnesota,. Id.
Unlike the loan in Twaddle, the transactions in the present case were not informal loans made .between family members. Here, State Central and Berzanskis are both sophisticated parties conducting business at arm’s-length. The loan documents Berzanskis signed identify Berzanskis as CEO and owner of AMS Mechanical Systems, Inc., - in Burr Ridge, Illinois. In addition, the facts of this case do not support Berzanskis’ comparison to Twaddle that the State Central loan was .made at Lambros’ request and that Berzanskis did
The multiple loan documents signed by Berzanskis and his communications with State Central in Iowa over a seven-year period indicate Berzanskis purposefully availed himself to the state of Iowa for the purpose of securing multiple loans solely to support Lambros’ Iowa-básed CHMI. Berzanskis’ communications include a letter dated February 19, 2003, responding to State Central’s request for financial documentation for the loan application for Note 1 and directing that the $100,000 loan proceeds be made payable to Lambros. On September 19, 2005, Berzanskis signed Note 2 and directed that the $400,000 proceeds be disbursed to CHMI. In-April and May 2010, Berzanskis repeatedly reached out to Logan in Iowa in connection with securing Note 5. Berzanskis provided- to Logan requested documentation and" information regarding his investment with Lambros, arranged business conference calls, and directed distribution payments relating to thé Note. The various communications were not incidental or inconsequential. Rather, they were informed business transactions directed solely at Berzanskis’ ongoing investment in an Iowa business. See Creative Calling, 799 F.3d at 981 (“[A] contractual provision, requiring a defendant to remit payment to a company located in the forum State, and the defendant’s performance of that term, is a purposeful.contact with the forum.”). The Iowa choice-of-law provision contained in Notes 1, 2, 3, 4, and 5, although not controlling on the question of personal jurisdiction, neither should it be ignored in considering whether Berzanskis has “purposefully invoked the benefits and protections of [Iowaj’s laws for jurisdictional purposes.” Burger King, 471 U.S. at 481-82, 105 S.Ct. 2174 (“Nothing in our cases, however, suggests that a choice-of-law prevision should be ignored in considering whether a defendant has ‘purposefully invoked the benefits and protections of a State’s lawé’ for jurisdictional purposes. Although such a provision standing alone would be insufficient to confer jurisdiction, we believe that, when combined with the 20-year interdependent relationship Rud-zewicz established with Burger King’s Miami headquarters, it reinforced, his deliberate affiliation with the forum State and the reasonable foreseeability of possible litigation there.”).
For the reasons stated, Berzanskis’ Motion to Dismiss for lack of personal jurisdiction, ECF No. 2, must be denied.
IT IS SO ORDERED.
. On a Rule 12(b)(2) motion to dismiss for lack of personal jurisdiction, "the court must look at the facts in the light most favorable to" the nonmoving party, and resolve all factual conflicts in favor of that party.” Pangaea, Inc. v. Flying Bunito LLC, 647 F.3d 741, 745 (8th Cir. 2011).
. Iowa’s long-arm statute, Iowa R. Civ. P. 1.306, states, in relevant part as follows:
Every corporation, individual, personal representative, partnership or association that shall have the necessary minimum contact with the state of Iowa shall be subject to the jurisdiction of the courts of this state, and the courts of this state shall hold such corporation, individual, personal representative, partnership or association amenable to suit in Iowa in every case not contrary to the provisions of the Constitution of the United States,
On the other hand, Missouri’s long-arm statute, provides the following:
1. Any person or firm, whether or not a citizen or resident of .this state, or any corporation, who in person or -through an agent does any of the acts enumerated in this section, thereby submits such person,*1126 firm, or corporation, and, if an individual, his personal representative, to the jurisdiction of the courts of this state as to any cause of action arising from the doing of any of such acts:
(1) The transaction of any business within this state;
(2) The making of any contract within this state;
(3) The commission of a tortious act within this state;
(4) The ownership, use, or possession of any real estate situated in this state;
(5) The contracting to insure any person, property or risk located within this state at the time of contracting;
(6) Engaging in an act of sexual intercourse within this state with the mother of a-child on or near the probable period of conception of that child.
2. Any person, whether or not a citizen or resident of this state, who has lived in lawful marriage within this state, submits himself to the jurisdiction of' the courts of this state as to all civil actions for dissolution of marriage or for legal separation and all obligations arising for maintenance of a spouse, support of any child of the marriage, attorney’s fees, suit money, or disposition of marital property, if the other party to the lawful marriage lives in this state or if a third party has provided support to the spouse or to the children of the marriage and is a resident of this state.
3. Only causes of action arising from acts enumerated in this section may he asserted against a defendant in an action in .which jurisdiction over him is based upon this section.
Mo.Rev-.Stat. § 506.500 (emphasis added).
. Note 1 was signed in February 2003, and the final note, Note 5, was signed in April 2010. At the time this case was filed in March 2015, more than twelve years after Note 1 was first signed, Berzanskis had not satisfied the Note.
. The Court notes that Palos Park, Illinois, and Des Moines, Iowa, are both located approximately 170 miles from the U.S. District Courthouse for the Southern District of Iowa, Davenport Division, where proceedings in this case will take place.
Reference
- Full Case Name
- STATE CENTRAL BANK v. John F. BERZANSKIS
- Cited By
- 4 cases
- Status
- Published