Vázquez-Robles v. Commoloco, Inc.

• Decision Date: 27 June 2014
• Docket Number: No. 13–1384.,13–1384.
• Citation: 757 F.3d 1
• Parties: Maribel VÁZQUEZ–ROBLES, Plaintiff, Appellee, v. COMMOLOCO, INC., Defendant, Appellant.
• Court: U.S. Court of Appeals — First Circuit

757 F.3d 1

Maribel VÁZQUEZ–ROBLES, Plaintiff, Appellee,

v.COMMOLOCO, INC., Defendant, Appellant.

No. 13–1384.

United States Court of Appeals,First Circuit.

June 27, 2014.

Thomas H. Hefferon, with whom John B. Daukas, Sarah K. Frederick, Justin M. Kahler, and Goodwin Procter LLP were on brief, for appellant.

Alejandro Bellver Espinosa, with whom Bellver Espinosa Law Firm was on brief, for appellee.

Before THOMPSON and SELYA, Circuit Judges, and McCONNELL,^* District Judge.

SELYA, Circuit Judge.

No principle is more firmly embedded in American jurisprudence than this one: when a claim is proffered that threatens a person's life, liberty, or property, that person is entitled to notice and an opportunity to be heard before a court awards any substantial relief. See Mullane v. Cent. Hanover Bank & Trust Co., 339 U.S. 306, 314, 70 S.Ct. 652, 94 L.Ed. 865 (1950). In federal court practice, this due process guarantee is facilitated by Rule 4 of the Federal Rules of Civil Procedure—a rule regulating service of process. Absent waiver or consent, a judgment that is rendered without lawful service of process is null and void. See Precision Etchings & Findings, Inc. v. LGP Gem, Ltd., 953 F.2d 21, 23 (1st Cir.1992). So it is here.

I. BACKGROUND

On July 26, 2012, plaintiff-appellee Maribel Vázquez–Robles commenced a civil actionin the United States District Court for the District of Puerto Rico against her former employer, defendant-appellant CommoLoCo, Inc. Her complaint alleged workplace discrimination claims under the Americans with Disabilities Act, 42 U.S.C. §§ 12101–12213; Title VII of the Civil Rights Act of 1964, id. §§ 2000e to 2000e–17; and local law. On August 1, the plaintiff attempted to serve the summons and complaint by serving Prentice–Hall Corporation System Puerto Rico, Inc. (Prentice), which she believed to be the defendant's registered agent for service of process in Puerto Rico. The defendant denies that Prentice was its registered agent at the time, and there is no evidence that Prentice ever forwarded the papers to the defendant.

When no answer was filed, the plaintiff moved for, and on September 5 obtained, an entry of default. See Fed.R.Civ.P. 55(a). The district court later empaneled a jury to liquidate the defaulted claims; and the jury—again without any notice to or appearance by the defendant—awarded the plaintiff $935,000 in damages.

In March of 2013, the plaintiff procured a writ of execution. With that writ in hand, a Deputy United States Marshal seized funds equal to the full amount of the judgment from the defendant's bank account. The seizure of nearly one million dollars got the defendant's attention: it immediately moved to vacate the judgment as void, seeFed.R.Civ.P. 60(b)(4), maintaining that it had no prior knowledge of the action. The plaintiff opposed the motion and, on March 25, the district court denied it. See Vázquez–Robles v. CommoLoCo, Inc., 932 F.Supp.2d 259, 260 (D.P.R.2013).

On the same day, the defendant moved for reconsideration, proffering additional documents. The district court rejected this motion in an unpublished order. This timely appeal ensued.

II. ANALYSIS

There is a threshold matter, which can swiftly be dispatched. The plaintiff insists that the defendant submitted itself to the jurisdiction of the district court by filing a notice of appeal without an explicit reservation of its right to contest personal jurisdiction.

It is true, of course, that “the defense of lack of personal jurisdiction may be waived by express submission, conduct, or failure to assert the defense.” See Precision Etchings, 953 F.2d at 25. Here, however, there was no act or omission that could fairly be said to constitute a waiver. The defendant asserted its jurisdictional defense, clearly and distinctly, in its initial filing in the district court. It persisted in that defense in its subsequent district court submissions. The only rulings made by the district court went to the jurisdictional issue (that is, to the efficacy of service of process).

Under these circumstances, no reasonable person could doubt that the defendant's notice of appeal was meant to continue its previously stated challenge to personal jurisdiction. Thus, the notice of appeal simpliciter was sufficient to preserve the jurisdictional defense.¹See Trust Co. of La. v. N.N.P. Inc., 104 F.3d 1478, 1485–86 (5th Cir.1997) (holding service of process issue preserved although not specifically mentioned in notice of appeal).

This brings us to the main attraction: the district court's denial of the motion to vacate the judgment. Orders denying Rule 60(b) motions are normally reviewed for abuse of discretion, see United States v. One Star Class Sloop Sailboat, 458 F.3d 16, 22 (1st Cir.2006), and the plaintiff suggests that this standard obtains here. That suggestion is jejune. Where, as here, the raw facts are not legitimately in dispute and a motion to vacate is brought under Rule 60(b)(4) on the ground that the judgment is void, appellate review is de novo. See Esso Standard Oil Co. (P.R.) v. Rodríguez–Pérez, 455 F.3d 1, 4–5 (1st Cir.2006); M & K Welding, Inc. v. Leasing Partners, LLC, 386 F.3d 361, 365 (1st Cir.2004). We proceed accordingly.

Our obvious starting point is the record as it stood when the district court denied the motion to vacate. The motion papers featured the affidavit of Brad A. Chapman, assistant general counsel of the defendant's parent company (the Chapman Affidavit). The Chapman Affidavit vouchsafed that Prentice was the defendant's registered agent only until April 25, 2011, and that the defendant on that date switched its registered agent from Prentice to CT Corporation System (CT). Annexed to the Chapman Affidavit were two exhibits: (1) a resolution of the defendant's board of directors removing Prentice as the company's registered agent and appointing CT in Prentice's place and stead, and (2) a certification from the Secretary of State of Puerto Rico confirming that this change in the identity of the company's registered agent was effectuated on April 25, 2011 at 11:33 a.m.

As part of her opposition to the motion, the plaintiff tendered a declaration from her process server, Yma González Marrero (the González Declaration), describing the steps she had taken in an effort to ensure proper service of process. She asserted that she had looked at the website set up by the Department of State of Puerto Rico, which listed Prentice as the defendant's registered agent. Moreover, she perused the defendant's most recent annual report to the Department of State (covering the year 2011); this publicly-filed report listed Prentice as the defendant's registered agent.

She then contacted the law firm of Fiddler González & Rodríguez (FG & R), where Prentice had an address. Some unnamed person there confirmed that Prentice was the registered agent for the defendant and that process could be delivered to Kenneth C. Bury, presumably a Prentice functionary, at FG & R's offices. González proceeded to serve Bury. According to her, Bury confirmed that Prentice was the defendant's registered agent and that he was authorized to receive process on Prentice's behalf.

With this descriptive backdrop in place, we turn to the applicable law. It is common ground that a judgment rendered in the absence of personal jurisdiction is a nullity. See World–Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 291, 100 S.Ct. 559, 62 L.Ed.2d 490 (1980). The existence of such jurisdiction normally depends on legally sufficient service of process. See Omni Capital Int'l, Ltd. v. Rudolf Wolff & Co., 484 U.S. 97, 104, 108 S.Ct. 404, 98 L.Ed.2d 415 (1987). When a defendant seasonably challenges the adequacy of service, the plaintiff has the burden of showing that service was proper. See Rivera–López v. Municipality of Dorado, 979 F.2d 885, 887 (1st Cir.1992).

In the federal courts, service of process is governed by Rule 4 of the Federal Rules of Civil Procedure. See United Elec., Radio & Mach. Workers v. 163 Pleasant St. Corp., 960 F.2d 1080, 1085 (1st Cir.1992). Rule 4(h), which deals with service of process on corporations, contemplates service either in a manner consistent with the law of the forum state,²seeFed.R.Civ.P. 4(h)(1)(A), or on an “agent authorized by appointment or by law to receive service of process,” Fed.R.Civ.P. 4(h)(1)(B). In this case, Puerto Rico law controls the inquiry under Rule 4(h)(1)(A), while federal law controls the inquiry under Rule 4(h)(1)(B). See4A Charles A. Wright et al., Federal Practice and Procedure § 1103 (3d ed. updated Apr. 2014). This distinction is largely theoretical: in most cases, relevant state and federal practice will be substantially the same, see id., and the parties do not suggest that there is a material difference here.

Both in this court and in the court below, the parties have argued the efficacy of service in terms of Puerto Rico law. Puerto Rico offers a finite number of options for effecting service on a corporation. See P.R. Laws Ann. tit. 14, § 3781. One such option lies at the epicenter of this appeal: a corporation may be served by delivery of process to its “registered agent.” Id. If the registered agent is itself a corporation, that delivery may be made to any one of its enumerated officers. Id.

The term “registered agent” is a term of art that has a well-defined meaning under Puerto Rico law. With respect to corporations chartered in Puerto Rico, it refers to the requirement that every such corporation must denominate and maintain a registered agent within the Commonwealth. See id. § 3542. That registered agent must be identified in the corporation's certificate of incorporation. See id. § 3502(a)(2). A change in the registered agent's identity can be accomplished only by a resolution of the corporation's board of directors amending its certificate of incorporation and subsequent filing with the Department of State. See id. § 3543. Neither party contends that any other...