Union Pacific R. Co. v. Equitas Ltd., 98CA1240.
| Decision Date | 16 September 1999 |
| Docket Number | No. 98CA1240.,98CA1240. |
| Citation | 987 P.2d 954 |
| Parties | UNION PACIFIC RAILROAD COMPANY as successor in interest to Denver & Rio Grande Western Railroad Company, Plaintiff-Appellant, v. EQUITAS LIMITED, Defendant-Appellee. |
| Court | Colorado Court of Appeals |
Steven E. Napper, Denver, Colorado; James P. Gatlin, Omaha, Nebraska; Jenner & Block, Richard J. Gray, Brent D. Stratton, Paul Walker-Bright, Chicago, Illinois, for Plaintiff-Appellant.
Long & Jaudon, P.C., Walter N. Houghtaling, David H. Yun, Stephen Hopkins, Denver, Colorado; Lord, Bissell & Brook, Terry R. Howell, John B. Haarlow, Hugh Griffin, Chicago, Illinois, for Defendant-Appellee.
Opinion by Judge NEY.
Plaintiff, Union Pacific Railroad Company, successor in interest to the Denver & Rio Grande Western Railroad Company (Rio Grande), appeals the trial court's dismissal of defendant, Equitas Limited (Equitas), from this action for lack of personal jurisdiction. We affirm.
This is an action to declare the rights of the parties under insurance contracts entered into between Rio Grande and several insurance companies, including certain underwriters of Lloyd's of London, the "Names."
The Names, several of whom are Colorado residents, entered into a reinsurance contract with Equitas whereby Equitas agreed to indemnify the Names for losses they incurred from their insurance contract with Rio Grande. In November 1997, plaintiff initiated this action against several insurance companies, including the Names and Equitas. The complaint sought a declaratory judgment of the parties' rights and obligations under the insurance policies with respect to several environmental cleanup sites.
Equitas moved to quash service of process, or in the alternative, to dismiss for lack of personal jurisdiction.
It is undisputed that Equitas is a British corporation, that the Colorado Names entered into their contract with Equitas in England, that Equitas has not conducted any business in Colorado, and that Equitas has no offices or agents in Colorado.
The court concluded that it did not have personal jurisdiction over Equitas and granted its motion to dismiss. The declaratory judgment action against the other named defendants continued in the trial court. The court certified the order dismissing Equitas as appealable pursuant to C.R.C.P 54(b).
Plaintiff contends that Equitas consented to personal jurisdiction by entering into the contract with the Names. It argues that the reinsurance contract between Equitas and the Names transformed Equitas into a successor-in-interest to the Names so that Equitas is bound by the forum selection clause in the insurance contract between Rio-Grande and the Names, and has thus consented to personal jurisdiction. We disagree.
The contract between Equitas and the Names provides:
The trial court found that the contract did not place Equitas either in the position of the Names or between the plaintiff and the Names.
The interpretation of a written contract is a matter of law subject to de novo review by this court. Town of Breckenridge v. Golforce, Inc., 851 P.2d 214 (Colo.App. 1992).
A party's contractual consent may confer personal jurisdiction on a forum even if the minimum contacts test is not met. See Packaging Store, Inc. v. Leung, 917 P.2d 361 (Colo.App.1996). Here, however, we conclude that Equitas did not consent to personal jurisdiction by virtue of its contract with the Names.
Our review of the Equitas reinsurance contract with the Names satisfies us that the purpose of the contract was limited to an obligation to indemnify the Names for losses resulting from their insurance contract with the plaintiffs. It did not relieve the Names of liability to the plaintiff, nor did it render Equitas liable to the plaintiff.
Furthermore, we note the plaintiff's concession that no consent language exists in the reinsurance contract.
Plaintiff asserts that the contract here is a "reinsurance to close" contract. However, we are not aware of any authority to support its assertion that this characterization is significant and relevant to our analysis.
We conclude that the reinsurance contract did not bind Equitas to the terms of the Rio Grande insurance contract and, therefore, that the forum selection clause in that contract did not indicate any consent by Equitas to submit to the jurisdiction of a court of this state.
Plaintiff alternatively asserts that because Equitas has sufficient minimum contacts in Colorado, the trial court erred by not applying Colorado's long-arm statute, § 13-1-124(1)(a), C.R.S.1999, to obtain personal jurisdiction over it. Again, we disagree.
A defendant, not present in the forum's territory, who has not consented to in personam jurisdiction, is subject to in personam jurisdiction only if the...
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