Eagle Tech. v. Expander Americas, Inc.
| Decision Date | 22 April 2015 |
| Docket Number | No. 14–1646.,14–1646. |
| Citation | 783 F.3d 1131 |
| Parties | EAGLE TECHNOLOGY; William Bakker, Plaintiffs–Appellants v. EXPANDER AMERICAS, INC.; Expander System Global, AB, Defendants–Appellees. |
| Court | U.S. Court of Appeals — Eighth Circuit |
Matthew B. Vianello, Green Jacobson, P.C., St. Louis, MO, argued (Allen P. Press, on the brief), for appellants.
James P. Martin, Polsinelli PC, St Louis, MO, argued (Anthony W. Bonuchi, Polsinelli PC, Kansas City, MO, on the brief), for appellees.
Before SMITH, BENTON, and SHEPHERD, Circuit Judges.
Eagle Technology, Inc. (“Eagle”) and its sole owner, Willem F. Bakker, brought suit against Expander Americas, Inc. (“Expander Americas”) and its parent company, Expander System Global, AB (“Expander Global”), after each company terminated contracts with Eagle and Bakker respectively. As to Expander Global, the district court1 concluded that it could not assert personal jurisdiction because Expander Global is a Swedish corporation without sufficient contacts with the State of Missouri. The court granted summary judgment in favor of Expander Americas on the remaining contract claims based on the statute of frauds. Eagle and Bakker appeal both rulings. We affirm.
Expander Global conducts no business and functions merely as a holding company for its wholly owned subsidiary, Expander System Sweden, AB (“Expander Sweden”), another Swedish corporation. Expander Sweden, in turn, wholly owns Expander Americas as its subsidiary. As their names
suggest, Expander Sweden and Expander Americas primarily conduct their business in Europe and the United States respectively, manufacturing industrial pins used in heavy machinery.
On February 18, 2010, Eagle entered into an Independent Contractor Agreement (the “Agreement”) with Expander Americas to provide consulting services. The Agreement contained the following relevant provisions:
A document entitled Exhibit A was attached to the Agreement. It provided that Expander Americas would compensate Bakker at a rate of $4,583.33 per month.
These consulting services soon increased, and Expander Americas requested that Eagle become its Chief Information Officer (CIO) and Chief Financial Officer (CFO) in March 2010. On May 10, 2010, Bakker sent an email to Expander Americas's Chief Executive Officer (CEO), Ron Randen, negotiating modifications to the existing Agreement in light of Eagle's new position. In pertinent part, Bakker's email stated Exhibit B stated that it “replace[d] Exhibit A” and would become effective on “6/1/2010.”
Also, as part of the new arrangement, Exhibit B provided that Expander Americas was to raise Eagle's compensation rate to $7,500 per month. Exhibit B also stated that “[t]he term of this agreement is 24 months (5/31/2012).” Randen responded the next day, asking if Bakker could Randen's electronic signature, which included his title as CEO of Expander Americas, ended the email. Bakker concedes that the parties never executed Exhibit B. Randen later admitted in a deposition, however, that he believed that Exhibit B became operational and replaced Exhibit A's terms. Further, Expander Americas paid Eagle $7,500 every month pursuant to Exhibit B until the contract was terminated.
The Agreement soon led to a relationship between Expander Global—parent of Expander America—and Bakker. In November 2010, after working together for several months, Expander Global's CEO, Roger Svensson, sent an email to all employees of the Expander companies announcing that Bakker had been appointed as Expander Global's CIO and CFO. There was never any written employment agreement memorializing this relationship. Bakker performed several of his duties from his home near St. Louis, Missouri. These duties included acting as a manager on projects to improve the financial and information technology systems of the Expander companies and serving as the secretary of the Expander Global Board of Directors and the Expander executive team. As to contacts between the foreign companies and the State of Missouri, Bakker specifically contends that he attended a planning meeting in St. Louis with representatives from both Expander Sweden and Expander Americas. He also asserts that he participated in telephone conference calls and had several hundred contacts via phone and email with employees of the Expander companies and outside consultants.
On June 19, 2011, Expander Global terminated Bakker from his position as CIO and CFO. Less than a week later, Expander Americas also terminated its agreement with Eagle in writing. The termination letter, signed by Randen, stated that Bakker had “indicated that if [he] did not receive higher compensation from Expander, [he] would go elsewhere and no longer provide the services as set forth in [the Agreement].” Based upon “an email from Roger Svensson to [Bakker], confirming that there would not be an increase in compensation[ ] ... [Expander Americas] ... decided to accept [Bakker's] decision to terminate the agreement between [the] companies.” The next month, in July 2011, Randen himself was let go from his CEO position at Expander Americas.
Eagle then filed the instant suit against Expander Americas seeking damages alleging breach of contract and promissory estoppel; Bakker filed suit against Expander Global for quantum meruit. The district court dismissed the quantum meruit action pursuant to Rule 12(b)(2) of the Federal Rules of Civil Procedure for lack of personal jurisdiction. Expander Global argued that it did not have the requisite minimum contacts with Missouri to be subject to the Missouri Long–Arm Statute or to satisfy due process. While Bakker had alleged various facts in his complaint, such as Expander Global sending employees to Missouri, the district court found that Bakker had not met his burden of rebutting Expander Global's claims by “ ‘proving facts supporting personal jurisdiction’ ” with “ ‘affidavits and exhibits presented with the motions and in opposition thereto.’ ” (Quoting Wells Dairy, Inc. v. Food Movers Int'l, Inc., 607 F.3d 515, 518 (8th Cir.2010).) Without such evidence, the court found that it could not assert personal jurisdiction over Expander Global because it did not have any contacts with Missouri. “It was not licensed to do business in the state; it did not advertise within the state; it did not send employees to the state; no money was received or sent to the state; it quite frankly had no presence within the State of Missouri.”
The district court also granted summary judgment in favor of Expander Americas on the remaining claims. Following the parties' choice-of-law provision in the Agreement, the court analyzed whether Exhibit B satisfied the Arizona statute of frauds. As a preliminary matter, the court found that the statute of frauds applied under Arizona case law because Exhibit B's 24–month term meant that this contract modification could not be performed within one year. See Ariz.Rev.Stat. § 44–101.5. In doing so, the court rejected Eagle's only argument on this matter—that Randen's deposition admission should be treated as a judicial admission to prove there was a contract and that consequently, the statute of frauds should not apply because Randen admitted that Exhibit B constituted an operative modification to the Agreement. The court rejected this argument pursuant to Arizona law because only attorneys or parties can make such judicial admissions. At the time of Randen's deposition, he was no longer an employee of Expander Americas, and thus, he was never a party in the litigation. As a result, the court found Exhibit B was covered by the statute of frauds. Next, the court found that Exhibit B did not satisfy the statute of frauds's writing requirement because Expander Americas, as party to be charged, did not sign the document. The court rejected Eagle's argument that Randen's electronic signature on his responding email constituted the necessary execution of Exhibit B, which was attached to Bakker's email. To the contrary, the district court found that the email exchange showed that Randen and Bakker were still in negotiation and that Exhibit B had yet to be accepted by the parties.
On appeal, Eagle and Bakker argue that the district court erred by finding it could not assert personal jurisdiction over Expander Global and by granting summary judgment in favor of Expander Americas on the remaining claims.
We review a district court's decision finding lack of...
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