Opinion
NNHCV186084925S
03-04-2019
OUTFRONT MEDIA, LLC v. CLUB CAMEL, INC. et al.
UNPUBLISHED OPINION
OPINION
Robert E. Young, J.
The following facts are undisputed in this action. The plaintiff, Outfront Media, LLC is in the business of billboard advertising. On January 15, 2016, the plaintiff entered into a written agreement with the defendants Club Camel, Inc. Enfield and Club Camel, Inc. Bloomfield for advertising. Paragraph 7 of that agreement provides, "This Contract and all related claims, shall be construed according to the laws of the State of Arizona and Maricopa County. Arizona shall be the proper and exclusive legal jurisdiction and venue for any resulting legal action."
There was resulting legal action. The plaintiff brought an action against the defendants in the State of Arizona seeking damages for unpaid monies due under the contract. The action was properly served on the defendants through their designated agent for service of process and in accordance with jurisdictional requirements of the State of Arizona.
The defendants did not appear or defend the Arizona action and a default judgment entered in favor of the plaintiff against the defendants in the amount of $ 10, 217.30, plus interest on December 18, 2017. Subsequently, the plaintiff brought the subject action in Connecticut Superior Court seeking enforcement of the Arizona judgment. Presumably, because the Arizona judgment was obtained by default based on the defendant’s failure to appear, the plaintiff could not proceed under the Uniform Enforcement of Foreign Judgments Act. General Statutes § 52-604. Accordingly, the plaintiff instituted this proceeding as a common-law action. The defendants did appear in this Connecticut action.
The plaintiff has filed a motion for summary judgment. The defendants have filed an opposition to the motion. Oral argument in support of the respective positions was heard on February 4, 2019.
"Practice Book [§ 17-49] provides that summary judgment shall be rendered forthwith if the pleadings, affidavits and any other proof submitted show that there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law ... In deciding a motion for summary judgment, the trial court must view the evidence in the light most favorable to the nonmoving party ... The party seeking summary judgment has the burden of showing the absence of any genuine issue [of] material facts which, under applicable principles of substantive law, entitle him to a judgment as a matter of law ... and the party opposing such a motion must provide an evidentiary foundation to demonstrate the existence of a genuine issue of material fact ... A material fact ... [is] a fact which will make a difference in the result of the case." (Internal quotation marks omitted.) Romprey v. Safeco Ins. Co. of America, 310 Conn. 304, 312-13, 77 A.3d 726 (2013).
"[A] motion for summary judgment is designed to eliminate the delay and expense of litigating an issue when there is no real issue to be tried." Wilson v. New Haven, 213 Conn. 277, 279, 567 A.2d 829 (1989). "In ruling on a motion for summary judgment, the court’s function is not to decide issues of material fact, but rather to determine whether any issues exist." Nolan v. Borkowski, 206 Conn. 495, 500, 538 A.2d 1031 (1988).
Summary judgment "is appropriate only if a fair and reasonable person could conclude only one way." Miller v. United Technologies Corp., 233 Conn. 732, 751, 660 A.2d 810 (1995). "[A] summary disposition ... should be on evidence which a jury would not be at liberty to disbelieve and which would require a directed verdict for the moving party." (Internal quotation marks omitted.) Id., 752. "[A] directed verdict may be rendered only where, on the evidence viewed in the light most favorable to the nonmovant, the trier of fact could not reasonably reach any other conclusion than that embodied in the verdict as directed." (Emphasis in original; internal quotation marks omitted.) Id.
"A genuine issue has been variously described as a triable, substantial or real issue of fact ... and has been defined as one which can be maintained by substantial evidence." (Citation omitted; internal quotation marks omitted.) United Oil Co. v. Urban Redevelopment Commission, 158 Conn. 364, 378, 260 A.2d 596 (1969). "[T]he genuine issue aspect of summary judgment procedure requires the parties to bring forward before trial evidentiary facts, or substantial evidence outside the pleadings, from which the material facts alleged in the pleadings can warrantably be inferred." (Internal quotation marks omitted.) Id., 378-79. "Issue of fact encompasses not only evidentiary facts in issue but also questions as to how the trier would characterize such evidentiary facts and what inferences and conclusions it would draw from them." (Internal quotation marks omitted.) Id., 379.
In opposition to the motion for summary judgment, the defendants assert that there is a genuine issue of material fact "as to whether the Arizona judgment that they are [sic] seeking to enforce in this Court lacked personal jurisdiction as to the Defendants." The defendants assert that their collective president, Frank Rinaldi, either was presented with a "take it or leave it" contract, generally known as a contract of adhesion; was unaware of the forum election language; or as presented at oral argument, was an unsophisticated purchaser.
While any or all of these assertions may constitute a genuine issue of material fact under other circumstances, they are not reached by this court as the court is not in a position to consider their merits. Rather, the court is limited to determining if there is a genuine issue of material fact as to the exercise of jurisdiction of its sister court in Arizona.
The defendants assert that, pursuant to Arizona law, a forum selection clause may be contested in a contract of adhesion. Bennett v. Appaloosa Horse Club, 201 Ariz. 372, 377 (2001). The opportunity to make such contest was during the pendency of the Arizona action. The defendants did not do so.
The issue presented here is not a novel one. Our Appellate Court decided this issue twenty-one years ago. In Phoenix Leasing, Inc. v. Kosinski, 47 Conn.App. 650 (1998), the plaintiff obtained a default judgment in California and sought to enforce it in Connecticut. As is the case here, the defendant attempted a collateral attack on the California judgment.
This case implicates the full faith and credit clause of the United States constitution, which explicitly provides in article four, § 1, that "Full Faith and Credit shall be given in each State to the ... judicial Proceedings of every other State." As a matter of federal law, the full faith and credit clause requires a state court to accord to the judgment of another state the same credit, validity and effect as the state that rendered the judgment would give it ... The United States Supreme Court has held that interpretation of the full faith and credit clause is a question of federal law and that state courts are bound by its decision concerning the criteria for applying the clause ...
The federal rule includes the proposition that lack of jurisdiction in the original state renders a foreign judgment void ... A party can therefore defend against the enforcement of a foreign judgment on the ground that the court that rendered the judgment lacked personal jurisdiction, unless the jurisdictional issue was fully litigated before the rendering court or the defending party waived the right to litigate the issue ... The defendant argues that the California judgment is not entitled to full faith and credit in Connecticut because the California court lacked jurisdiction over him. Because the California court did not litigate jurisdiction, we must address that issue here.
The United States Supreme Court has consistently held that the judgment of another state must be presumed valid, and the burden of proving a lack of jurisdiction rests heavily upon the assailant. Furthermore, the party attacking the judgment bears the burden of proof regardless of whether the judgment at issue was rendered after a full trial on the merits or after an ex parte proceeding ... The defendant is attempting to mount a collateral attack on the California judgment. To be successful, he must establish that the California judgment is void, not merely voidable ... Broadly stated, this would require proof of the lack of a legally organized court or tribunal; lack of jurisdiction over the subject matter, the parties, or both; or want of power to grant the relief contained in the judgment ...
The defendant focuses on lack of jurisdiction over his person. Unlike subject matter jurisdiction, however, personal jurisdiction may be created through consent or waiver ... Thus, in commercial transactions, parties often consent to resolve disputes in a particular jurisdiction by incorporating forum selection clauses into their contracts. Connecticut case law is clear that the courts will uphold an agreement of the parties to submit to the jurisdiction of a particular tribunal ...
The defendant argues that the forum selection clause at issue here does not provide California with personal jurisdiction over him because it fails to establish the minimum contacts required by due process before a court may exercise jurisdiction over a defendant ... The defendant cites no cases in which the minimum contacts rule has been relied on to void a forum selection clause. Indeed, forum selection clauses have generally been found to satisfy the due process concerns targeted by the minimum contacts analysis ...
The twin touchstones of due process analysis under the minimum contacts doctrine are foreseeability and fairness. The foreseeability that is critical to due process analysis ... is that the defendant’s conduct and connection with the forum State are such that he should reasonably anticipate being haled into court there. This basic tenet of foreseeability has given rise to the specific corollary that parties to a contract may agree in advance to submit to the jurisdiction of a given court. Absent a showing of fraud or overreaching, such forum clauses will be enforced by the courts ...
In the present case, there is no evidence of fraud or overreaching by the plaintiff. Rather, the defendant claims that he failed to read the guarantee containing the forum selection clause, despite the fact that as a businessman he was accustomed to entering into business contracts ... The general rule is that where a person of mature years and who can read and write, signs or accepts a formal written contract affecting his pecuniary interests, it is that person’s duty to read it and notice of its contents will be imputed to that person if that person negligently fails to do so ... This rule is qualified by the intervention of fraud, artifice or mistake not due to negligence ... The evidence showed that the lease and guarantee were presented to the defendant by his corporate controller; no representative of the plaintiff was present. There was no evidence of coercion, fraud or mistake. Thus, the defendant had a duty to read the guarantee and cannot now plead his self-induced ignorance of its contents ...
We conclude that the forum selection clause in the guarantee was valid and did not violate the defendant’s due process rights. Thus, the trial court properly found that the California court had jurisdiction over the defendant and that the California judgment was valid.(Internal citations omitted; internal quotation marks omitted; internal brackets omitted; internal ellipses omitted.) Phoenix Leasing, Inc. v. Kosinski, 47 Conn.App. 650, 651-56 (1998).
As in Phoenix Leasing, the defendants here claim insufficient contacts but fail to assert fraud or overreaching. Phoenix Leasing, Inc. v. Kosinski, 47 Conn.App. 654. They also assert that their principal overlooked the forum selection clause, although this was the eighth contract he had executed with the plaintiff. "Mr. Rinaldi has no recollection of seeing the forum selection clause and had no actual awareness or expectation at the time he entered into the agreement that he [sic] would be subject to litigation in the State of Arizona." As cited above, this "self-induced ignorance" is insufficient to defeat the validity of the Arizona judgment. Phoenix Leasing, Inc. v. Kosinski, 47 Conn.App. 654-55.
Of note, the defendants offer no explanation as to why they chose to ignore the Arizona action and allowed the default to enter. The action was properly entertained by the Arizona court and the defendants had the opportunity to test the validity of the forum selection clause in that venue. Their failure to do so was at their peril.
The motion for summary judgment (102.00) is granted. Judgment enters in favor of the plaintiff against the defendants on the first and second counts of the complaint in the amount of $ 10, 217.30, plus interest in the amount of $ 1, 514.75 and costs in the amount of $ 479.90.