conveyors systems d c s which is has voluntarily does made it a registered agent in louisiana is subject to personal jurisdictional easy and on a claim by louisiana state bank the present multiple contacts with the state of louisiana in the issue arises in the context of a factoring arrangement in this factoring arrangement you have gulf coast which is the meat by next yes ignore and d c s which is the account debtor d c s obviously defended gulf coast as the plaintiff the facts involved in this factoring arrangement show that there are number of connections in contact with the state of louisiana which is the former state gulf seen a state bank gulf coast is providing financing this arrangement one of the most important facts with respect to d c s is the fact that d c s voluntarily filed papers with louisiana secretary of state designating its registered agent for service of process baton rouge louisiana and so i want to hone in on consent jurisdiction for a moment and put aside any specific jurisdiction contact kind of i know you're making both arguments but let's assume argue and or you can only win on consent or not let's just assume that argument over my question it seems to me your argument as the u s supreme court in pennsylvania fire and others said if a state construes its statutes of doing business to require that consent that by appointing a registered agent doing business all that you've consented then that's good enough and you're arguing louisiana in fact does require that based on  the case law my question is does it matter that louisiana is a civil law jurisdiction because it seems like the arguments are based on common larger sticks and i think louisiana might be a little bit different so tell me your thoughts on that  for the question i don't think it makes a difference that the end is civilian if the issue devolved revolves around the statutory interpretation in title twelve thirteen title twelve thirteen forty seven which say that when you consent to jurisdiction you register an agent for service of process in the state of louisiana you're consenting to jurisdiction well i understand your argument that you can cons that way but those words are not actually used and they're not actually used in any of the forms that a business signs to become registered to do business so i understand the concept of well if it's treated like all other corporations in louisiana then that's the same thing  i mean i understand the statutory construction argument but the word consent is not actually in there isn't no your honor ok and if the u s supreme court has required that it be the state's construction of its statute then don't we need state construction of the statute that would be binding on the state and louisiana's dicked if the dicta would work in another state certainly doesn't work in a civil code state where you need more than just dick to from a supreme court process is subject to foreign corporation to jurisdiction in a louisiana court ok and that does not actually use the word consent but also what i think is kind of important and this is why something can be dicta that wasn't the question in that case i mean and then fact the holding in the case is that this party that had registered to do business in louisiana but wasn't a louisiana corporation was not subject to a third party subpoena in louisiana so it's kind of the opposite of this notion that you're exactly the same as as a louisiana company because a louisiana company would be subject to a subpoena and louisiana without a lot of la de da your i certainly recognize that the the statement that i just quoted from philips was not dispositive of the issue before the court but what the court was doing was interpret article six a louisiana codicil receipt or the other statutory law the other positive law in the and i also think it's important to point out that there are a number case law it's what's building up to what we call civilian jurisdictions the jurisprudence cost on your having decisions follow decisions is sort of our version but do it i'm a fizzer get i'm not bound by a district court opinion i'm not bound by a fourth circuit opinion dante here and i don't if you meant for circuit of louisiana yes well even there the constanta is the supreme court following its own jurisprudence and that i  that here it wasn't before them in the phillips case and apparently hasn't been before them sense so it seems to me as a matter of civil code law louisiana has not spoken to this and unlike the erie guess and all that we do if we're following pennsylvania fire even assuming argument do it survives international shoe it requires an actual holding from the state supreme court not simply an eery guess that this is what the supreme court would understand your concern your honor in all we can do is look at the cases that exist before us we have i think is a very clear unequivocal pronouncement from the phillips case from the easiest of course recognizing that that's not dispositive the issue before that court we have cases following it including judge fallon non binding again i'm not suggesting that it is for circuit in situ easy and i think there's another case that actually says that it's not going to follow phillips to the fullest extent on those particular i'm just i'm pointing out to the court that the weight of the jurisprudence including a very emphatic statement from the easiness supreme court is saying i didn't read the first part of the quote but the first part of the quote is phillips contends that having a louisiana agent for service of process is enough to subject that corporation to the jurisdiction of a louisiana court and since that follows that is of course this is correct in that it cites to using a code of supersede or article six twelve thirty five in fifty two fifty one so it's interpreted the positive all the see the reason that i would submit is the most emphatic clear statement from the highest court and say we've seen a wrecking i i'm just trying to i mean you know and i appreciate that's the argument you have to make i just think the problem is that's the problem with dicta is it isn't brave before the court there they're discussing wishing something that's not before them say well ok sure yes and then you'd be subject but that's not the case we have and unfortunately but we we've exchanged this so i'll let you go on and unless my colleagues want to pursue this further with you tell us more what you might have to support your position yes your honor and so we do have the we've covered that and i think the callan case from this court is also very important and very instructive and just to your point judge change i think if you compare the mississippi statute that was at issue in callan it's very similar to the statute that we're dealing with here so i think that's instructive what callen is teaching us is that where this is state specific and you need to look to the state and where the state has spoken and i submit with you know subject to what judge changes point out maybe not a dispositive statement from the highest court but certainly a very emphatic point where the state has spoken need to defer to the see that's what the teaches us that's what the pennsylvania fire case teaches and i do think the facts are important here i start to get into them a little bit but i don't want them to get glossed over because i do believe there are a lot of louisiana here but then you would have to do a determination about whether it's fair and reasonable and i think the same facts speak to that so for the same reasons the facts would give us minimum jurisdiction they would also demonstrate that is fair and reasonable and you have a number of louisiana contacts  recognizing that this is not a tort case where you have some elaborate series of events that play out but it's a transactional case and really what you have is paper going back and forth here in what happened is you have four invoice acknowledge not a one off this is a a pattern and a practice and a course of dealings where govt coast is providing financing as a factor in this case and they send an invoice acknowledgement agreement just like they're allowed to do under nine for a four of the uniform commercial code and in order to do that they're trying to make sure the invoice is good and to get companies like d c s the account debtor to agree that they have no defenses that it's a and there did as a courtesy in essence signing also form and saying yeah yeah everything's fine until it wasn't but why is that purposefully availing themselves of louisiana to sign off on a form you sent them as a courtesy  louisiana again putting aside the consented respect for your i would suggest that it's more than a courtesy perhaps indirectly but they need this financing to keep their project going what's going on here is you have a voluntary choice by d c s to purposely deal with gulf coast in the easy and the form has a i did it identifies the wire instructions that the bank account is in the reason that they in fact wired money three times three different times after executing this agreement and sending it back to gold coast in the easy end of the e mails that issue very clearly say what are best case for the proposition that signing off on that yes yes we are do have  with this other company so the other company can get financing isn't enough to avail yourself again putting aside the consented enough to avail yourself purposefully value self of the state where the factoring company resides i think it is important that it is purposeful and i think if you look at the last email that transmits the invoice acknowledgement agreement on the invoice it's an issue in this case it doesn't come right back like the other ones there's e mail traffic going back and forth and that e mail traffic underscores the point of how important it is you have essentially you hear crickets on the first one and vy next emails back to d c s is what this is really important we're not going to make payroll here unless you guys in this to us and then they say ok well now that you say that and now we realize our project may tank because of this then yes here is your invoice acknowledgement agreement so we can get this money maybe in direct it's not money that's going to d c s pocket but  benefits deep d c s d c s is knowingly understanding that they need this money to keep their what's the most analogous case you can cite to us i'm asking i mean and in a presidential case that's what i'm asking for i don't have a it's here the other point of view i suppose what i think we talked a little bit about i've heard the court talk a little about already the key decisions from the united states supreme court and from this very circuit and from some of the members on today's panel panel as we all know in this particular instance i just was an important part of the bird to show it was also quite important for what i've just heard when looking at specific jurisdiction the judge haynes asked about that the court really isn't even going to give any at any weight to actions or activities that are initiated by the plaintiff and that's certainly what happened here ok so you're saying we don't count all of this exchange even though it benefits d c s to have gulf coast involved so fine x has money to pay their payroll and proceed on until they didn't according to you all you're saying that doesn't matter i because it was gulf coast contacted you so nothing counts after that you're on i'm sorry let me just be clear that when when gulf coast bank sends an invoice acknowledgement agreement for example to d c s principal place of business in tennessee headquartered in indiana that that doesn't count and i heard a lot of back and forth that there's these when gulf coast sends a letter or send some payments to colorado that that has nothing to do with establishing the specific jurisdiction that your honor asked about a little earlier we don't even have to get there because i don't think this  even as close as the month in case for example where there were wire payments being made into the state where there were agreements and meetings that were occurring but i do think when and you know two members of this panel were on that panel me but reading decisions like that where this court has said that activities that are initiated by the plaintiff don't count towards the specific jurisdiction and specifically the pattern or the continuous activities are directed toward the form state which in addition have to be connected to the lawsuit and issue and i know this court not just in that decisions but in others have pointed out that it's not just a a mash potatoes or is not a ball of it's all related what we had here in tennessee and really having nothing to do with louisiana so gulf coast spends and in the lawsuit i know counsel said that there are three or four different agreements sent this lawsuit is focused on one and only consent so if we were to say well maybe having the registered agent isn't enough you know for something completely somebody fell on the project in colorado and are trying to sue in louisiana you know that maybe that would be good enough but here because we have the registered agent and we have some connection even if not super duper connection that that's good enough what about that argument you know i would respectfully suggest that when we start getting into the blending and we start getting into types of ways of looking at the analysis we we we've got to keep in mind what the court said in diameter and even what the court said this summer with a particular situation in california i think we cited in that rule twenty eight j letter the priest of mars would case but but those are when we've looked at cases like there's the wench seamer case from this court again that was believe one thousand nine hundred two but that specifically considered unlike dicta in the the ok see case it was mentioned on the louisiana supreme court case  patrolling versus ok see specifically considered whether the registering of an agent or doing what a state corporate statute would require would subject the company to just jurisdiction and this court said no it wouldn't they said there was no great weight to be given to that fact but how do you square that with callan i think callen as it is a different type of statute and so i don't think that's even the same as what we have here we don't have for example a state statute that says you register to do business in the easy and you consent to jurisdiction in the courts i know your honor is aware that because i've read the decision it has i'm think it's sheer and denver book publishers in that case a specific choice of the choice of law and a choice of venue provision wasn't enough so how can just mere registering to do to do business in a state be so i don't think you have to get into those other decisions because of the fact that and again this court said it before there's a big difference between doing what a state would require to be able to do business and even doing business and i guess that goes back to your question your honor there were d c s was never doing business was never purposely directing activities then why did they keep registering in renewing their registration you know forty one days before this lawsuit or whatever the number is because because that's what they would have to do you know if they were going to one day do business and i don't think that whether we're looking at it under the jurist general just action or specific jurisdiction we would get there your honor i would let me ask it this way if if merely consenting or registering to do business in a state would would bring you within the personal jurisdiction and that particular pos registering to do business i don't think that's what the supreme court said and on what they said it's very difficult normally you're looking at principal place of business and where you had court where you are where you register to do business where you formed where is your place of incorporation and i don't think that first of all i don't think we have to get there but i don't think that would be consistent with what the court said and what this court has said and why don't we have to get there is it because of the civil argument that we were addressing earlier or is there some because you're why don't we have to get to the question of whether pennsylvania fire survives international shoe i think it comes back to the fourteenth amendment and i think it comes back to what the supreme court or the fourteenth amendment existed in it at the time of pennsylvania fire it's an old case but not that  so this spring court was aware of the fourteenth amendment when they decided pennsylvania fire in the one nine hundred twenty s if i'm remembering the date right and we're bound by the supreme court unless it's overruled it's also the question is whether she first comma that case is inconsistent with international she should be considered overruled is that good enough for us as a lower court or are we still bound to follow pennsylvania firing if we are bound to follow pennsylvania fires still win under the civil code argument that we were addressing with counsel opposite i think so and judge i don't you know answering trying to answer your questions i don't think it comes down to louisiana being a civilian jurisdiction i don't think there's any any reading of the supreme court precedents that would say ok it's different in every state except for if a state has its own law i think that comes back to the principle that now the civil code isn't about the u s supreme court's point it's about if the u s supreme court's play and in pennsylvania fire is that if the state highest court has construed a statute  consent then that's good enough for us and then how do we determine whether the status down that that's to me where the civil code point comes up and i think is actually kind of important because dicta and other states may be binding  i know it's not in louisiana because you have this whole constantinou point and even one case might not be enough what your are an answer to that if i can judge i guess and i'm hoping that i'm going to answer the court's question on this i think that when you look  at i think that it's important to remember the contract which is general jurisdiction and specific jurisdiction to be clear i don't believe there is any consensual stiction as we stand here today given given dimer i know the court asks counsel about some decisions which i believe all of the district court decisions which are obviously not binding were pretty dire and i just think that whether you say that the courts refined its view or changed its view or what have you we have to keep in mind what dimer has said  contacts the types of minimum contacts that would be fair and reasonable substantial justice and so i come back to that judge and i hope i'm answering your question because i think that that applies whether you're in your general jurisdiction or specific jurisdiction and in this particular instance let's say your honor that there was the mere registering to do business in louisiana was was somehow given more weight than this court said it would be in the in the what do we have to tie it to to the systematic and continuous i guess the argument if i were your opponent that i would make is i mean you can waive personal jurisdiction simply by failing to raise it at the right time  like first you know in texas for example if you if this if you even write a letter to the court saying you know what day is it before you fall a special appearance you're done and in federal court it's not much different than that you have to file your twelve emotion pretty promptly or you're you're done and so if that's the case that's a form of consent in essence maybe you have no tie sleazy and a bit you want to nice trip to new orleans out of it so you decide to not argue jurisdiction and then you guess what you consented to it so there's no doubt in my mind that that form of consent isn't going anywhere the waiver form of it and so it isn't too much further from there to say well if you want to do business in our state you got to consent that also are tied to the events giving rise to the lawsuit one of the events giving rise to the lawsuit violent acts of texas l l c didn't pay its debt to gulf coast fine acts as a party to th in tennessee incorporated in indiana never came to louisiana never purposely directed the types of activities that this court what happened divine acts i think on i honestly don't  that far and that i realize you defend which are which are given i get that i believe your honor that the judge brady looked at this thoroughly i think he gave the benefit of the doubt on the arguments i believe he did it again in a thorough ruling i believe that h ruling stands up and closely adheres to not just the supreme court precedent but that the precedents over a period of years from this very core and i think that whether you look at this on a general general jurisdiction i don't think it's close i don't think there's any way that you can establish that d c s was at home in louisiana i think this court in the mountain case was right to say it's very difficult to be able stablish general jurisdiction absent that state being or the forum state being the place of incorporation or the principal place of business and if we look to the specific jurisdiction again judge i just respectfully say i don't putting aside the registering a business i don't think you have the link which i think this court has been faithful in adhering to that would also tie in to the other elements of the specific jurisdiction analysis and that just doesn't make any difference that this is an l l c and all of this analysis because we've treated elsie's a little bit different in terms of for example who you look to for diversity you got to dig down and find the members and are they diverse in all that does that make any difference in this whole analysis at all your honor i'm unaware of any possible distinction from all the cases that i've read that would have any bearing on  on the personal jurisdiction analysis i say that just having read the decisions from this court and from other other circuits and supreme court i don't think that has any bearing here i also you know for the record don't believe that louisiana being a civilian jurisdiction   and several other reasons make that a non issue i just want to be clear on that your honor and because i was asked about it so i believe and having having worked for judge fallon i've sometimes told that i've been told by him that sometimes silence says more than more words at the end of the day we believe the judge breda was there on this and we believe that there is no other basis for general jurisdiction or consensual stiction and that he was right to dismiss this case for lack of personal jurisdiction under the precedent of  recognizing that this just to address your question the central progressive bank versus koontz case and the consolidated companies versus current cases are both eastern district louisiana cases two thousand and eight westlaw five t six four two six zero that's central progressive and two thousand and westlaw one zero three six one eight six that's the consolidated companies case and those are both analogous in the sense that they involve guarantees now i recognize that we're not that d c s not a guarantor here but i believe it's a pretty good analogy because they're getting a financial benefit from us funding their saw on a project and there's a back and forth that i believe draws a pretty close analogy there i also want to make sure because you know there's a lot of discussion of dime which is switching gears that make the point i think it's made in our brief but i want to make it here the dime or should not be overstated and should not be stretched beyond its facts because it's a very limited factual scenario and i think about bristol myers i mean wouldn't that be a very huge hole in that if doing registering the business good enough i feel fairly comfortable bristol myers has registered the business in every state certainly california where they have major you know entities there so what it why are we having this big five go to the u s supreme court all this if it's just a matter a registered agent i don't believe and i would have to go back and check to be absolutely one hundred percent sure but i do not believe that bristol myers addressed the issue of appointing a registered agent for service of process and whether that constituted so i just had a bad lawyer addiction i should hire a complement but you also be an issue that it is clear that that would not be enough it wasn't worth even talking about if they had addressed that they would have had to take up whether they needed to overrule pennsylvania arbo and note opinion from the united states supreme court has done i think that's important and i think if there's going to give two quotes from diamond that i think are very important the first one is it matches up with carol in federal courts ordinarily follow the state law in determining to the bounds of their jurisdictions over person so that's consistent with ny or bo and that's consistent with pennsylvania fire and that's consistent with calendar and that point you in the direction of the phillips case which says that where you guess and you just can't cast well enough i see pennsylvania fire as saying at best for you that if a state has clearly sat by restoring do business you're consenting will accept that and so then recognized as well the commission of some single or occasional act of corporate agent in a state sometimes be enough to subject the corporation to jurisdiction in that state's tribunals with respect to suits relating to that in state activity so i think it's expressly recognizing in die miller that consent based jurisdiction or activities of an agent in a state or registered agent can be enough so it's very clear to me that i'm a consent plus that i asked her