51 F.3d 1383 (8th Cir. 1995), 94-1848, Northrup King Co. v. Compania Productora Semillas Algodoneras Selectas, S.A.

Docket Nº:94-1848.
Citation:51 F.3d 1383
Party Name:NORTHRUP KING CO., Plaintiff-Appellee, v. COMPANIA PRODUCTORA SEMILLAS ALGODONERAS SELECTAS, S.A., also known as C.O.P.S.A., a Spanish corporation, Defendant-Appellant.
Case Date:April 13, 1995
Court:United States Courts of Appeals, Court of Appeals for the Eighth Circuit
 
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Page 1383

51 F.3d 1383 (8th Cir. 1995)

NORTHRUP KING CO., Plaintiff-Appellee,

v.

COMPANIA PRODUCTORA SEMILLAS ALGODONERAS SELECTAS, S.A.,

also known as C.O.P.S.A., a Spanish corporation,

Defendant-Appellant.

No. 94-1848.

United States Court of Appeals, Eighth Circuit

April 13, 1995

Submitted Nov. 16, 1994.

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[Copyrighted Material Omitted]

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Robert Arthur Brunig, Minneapolis, MN, argued (George V. Egge, Jr., on the brief), for appellant.

Paula D. Osborn, Minneapolis, MN, argued (Edward J. Hayward and Michael J. Bleck, on the brief), for appellee.

Before BEAM, Circuit Judge, FRIEDMAN [*] Senior Circuit Judge, and JOHN R. GIBSON, Senior Circuit Judge.

FRIEDMAN, Senior Circuit Judge.

Compania Productora Semillas Algodoneras Selectas, S.A. (COPSA), appeals a default judgment against it, entered in favor of the appellee Northrup Company by the United States District Court for the District of Minnesota. [**] COPSA, a Spanish corporation, contends that the district court erred in denying its motion to dismiss for lack of personal jurisdiction and for insufficiency of process and service of process. We affirm.

I.

As we explain in part II, in reviewing the district court's refusal to dismiss we view the factual allegations most favorably to Northrup King, resolve all conflict of evidence in its favor, and draw all reasonable inferences from the evidence. The following statement of the facts reflects these standards.

A. The underlying dispute is a breach of contract action that arises from Northrup King's sale and shipment of cottonseed to COPSA in 1990 and COPSA's refusal to pay for it.

Northrup King is a Delaware corporation with its principal place of business in Minnesota, engaged in breeding, marketing, and selling agricultural seeds. In July 1988, Northrup King purchased certain assets from Coker's Pedigreed Seed Co. of South Carolina, including several varieties of Coker brand cottonseed.

COPSA is a Spanish corporation with its principal place of business in Seville, Spain, engaged in buying and reselling cottonseed in Spain. For 25 years before the Coker sale to Northrup, COPSA purchased from Coker and distributed Coker seeds in Spain.

In the fall of 1988, COPSA and Northrup King began discussions regarding the continued sale of Coker seeds by Northrup King to COPSA. In September 1988, COPSA's president and vice president went to Minnesota and discussed with Northrup King officials Spanish cottonseed sales. The COPSA executives spent several days with Northrup King's personnel and toured its facilities. In February 1989, COPSA's president and vice president, and in April 1989, COPSA's vice president, again visited Minnesota and discussed all aspects of their relationship. These meetings addressed "crop availability and condition, COPSA's cottonseed requirements, order quantities for COPSA, the possibility of a joint research project between COPSA and Northrup King, and joint marketing activities between Northrup King and COPSA."

In December 1989, COPSA and Northrup King began discussion of COPSA's cottonseed order for the following growing season. The parties communicated by fax, and COPSA sent a number of faxes to Minnesota. On December 21, 1989, COPSA sent by fax to Northrup King in Minnesota an order for 717

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metric tons of four different Coker seed varieties. On January 8, 1990, COPSA sent by fax a letter specifying its tagging and germination rate requirements and expressing concern regarding the urgency of delivery. The next day COPSA sent another letter by fax about the importance of prompt delivery. On January 17, 1990, COPSA faxed an additional order for 120 metric tons and asked Northrup King "if you have more." On January 22, 1990, COPSA by fax requested an invoice and asked about the availability of other Coker seed varieties. On February 5, 1990 it sent another fax requesting quick delivery. COPSA received the cottonseed in late February and early March. It was grown, tested, processed, and bagged in Alabama and Texas, and shipped from Alabama and Texas through Charleston and Houston.

On March 1, COPSA sent by mail letters about problems with the germination rates of the seeds that its laboratory tests had raised. Over the next 15 months, COPSA sent numerous faxes and letters to Minnesota regarding the problem and trying to solve it. The parties were unable to resolve the dispute.

B. When COPSA did not pay for the cotton, Northrup King commenced this action for $1,335,260.70 plus interest. On the day of filing, Northrup King's attorneys and a deputy clerk of district court signed a document entitled "Request for Service Abroad of Judicial and Extrajudicial Documents." Pursuant to Article 3 of the Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial Matters, February 10, 1969, 70 UST 361 ("Hague Convention"), Northrup King forwarded the document to the Spanish Ministry of Justice, with two copies of the summons and complaint, a Spanish language translation of the complaint and a "Summary" of the documents to be served. On receipt of these documents, the Ministry of Justice transmitted them to the court in Seville pursuant to the "Convention Relative to the Notification or Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial Matters entered into at the Hague on November 15, 1965."

Two Seville court officials went to COPSA's offices in Seville. Rosalia Rodriguez, who identified herself as an employee of COPSA, was present. They left a copy of the summons (in English) and copies of the complaint (in English and Spanish) with Ms. Rodriguez, after she refused to sign for the documents.

The same day the court officials executed a Certificate of Service, which stated that the "documents referred to in the request ha[d] been delivered to Rosalia Rodriguez, rep. legal." They sent the certificate to the Ministry of Justice, which stamped it and mailed it and other documents to the United States District Court for the District of Minnesota. The cover letter stated that the documents had been transmitted to COPSA. Northrup King also concurrently served COPSA by international air mail, pursuant to Article 10(a) of the Hague Convention.

C. COPSA "appear[ed] specially in the district court and move[d] to dismiss" on the grounds that (1) "the court lack[ed] jurisdiction over the person of" COPSA; (2) there was "insufficiency of process;" (3) there was "insufficiency of service of process;" and (4) "venue [was] inconvenient." After hearing argument, the district court denied COPSA's motion to dismiss. In its written opinion the court held that "Northrup King had made the requisite prima facie showing of sufficient minimum contacts to allow assertion of personal jurisdiction over the defendant ... Of particular significance is the fact that the transactions at issue are directly related to and essentially arose from COPSA's contacts with the forum state." The court also held that "Plaintiff has established a prima facie case of valid service in compliance with ... the Hague Convention." The court reserved the possibility of revisiting the sufficiency and service of process after receipt of the certificate of service that Article 6 of the Convention required.

COPSA failed to answer Northrup King's complaint and Northrup King moved for entry of default judgment. In opposing the motion, COPSA reargued the issues its motion to dismiss had raised. The court refused to address those issues except for issues raised by the certificate of service,

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which the court had received since granting the motion to dismiss. The court held that the process and service of process satisfied the requirements of the Hague Convention. The court entered a default judgment in favor of Northrup King against COPSA for $1,922,700.75.

II.

The district court decided COPSA's motion to dismiss on the basis of Northrup King's pleadings and affidavits. Although Northrup King bore the ultimate burden of establishing at trial by a preponderance of the evidence personal jurisdiction and sufficiency and service of process, at that point it was required to establish only a prima facie case. Dakota Indus. v. Dakota Sportswear, 946 F.2d 1384, 1387 (8th Cir.1991); FDIC v. Oaklawn Apartments, 959 F.2d 170, 174 (10th Cir.1992). We review de novo the district court's determination that Northrup King presented a prima facie case of personal jurisdiction and of sufficient process and service thereof. Gould v. P.T. Krakatau Steel, 957 F.2d 573, 575 (8th Cir.), cert. denied, --- U.S. ----, 113 S.Ct. 304, 121 L.Ed.2d 227 (1992).

In seeking reconsideration of the denial of its motion to dismiss, COPSA presented additional material, some of which it relies on in this court. The issue before the district court when it decided the motion to dismiss was...

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