my name is michael chase i am the attorney for the appellants global commodities trading group and the insurance company of the state of pennsylvania philadelphia i'm sorry is a communications i'm a commodities and here all the time i'd like to reserve five minutes f honour's the district court erred here by not finding the minimum context necessary to support personal jurisdiction in california this is a case that involves a large amount of business activity it's not a one time purchase of an automobile off as in the schedule case i did by the district court the that the analysis has to proceed individually with each defend it all talk about the main defendant st the defendant benefice you know deros children as a witch is also called but chosen by the parties engaged in tens of millions of dollars of business with a california corporation based in california the business occurred over a span of five years and in the note in none of those years that they purchased less than twenty metric tons of commodities they singled out and solicited the seller for most of the activity they knew where the seller was located they had their officers there at least on three occasions they wanted the seller  just to ship goods directly to them it was more than that these were c i s contracts so the seller didn't just push a button and ship goods they had to locate the commodities throughout the united states acquire the commodities pay for them lay out the money for them arrange for the shipment the transportation to a port arrange for insurance arrange for inspections all of this activity was occurring in california and then the performance was complete when the  were put on the ship and left the united states for honduras the the last couple of sales of rice and corn that give rise to this dispute where the defendant failed to pay left the seller holding the bag for over seven million dollars of commodities the buyer has acknowledged that they had this five year relationship acknowledge that they have left the seller unpaid and caused the seller damages from demerged charges  at the port in honduras and they promised to pay in california by april of two thousand and thirteen and that did not happen we think it is absolutely clear that they had to expect that california's courts would have an interest in adjudicating this failure to pay help me understand the nature of the relationship between the company in the two who signed the note and on it and dani and the two individual defendants are officers of the actually i do not know about the ownership issue just that they were officers and they were personally involved in these transactions they weren't just associated with the company and are being sued just because of an association there personal involvement and when i can throw it with respect to i think it global received a signed guarantee from but show so that had her name purportedly signing a guarantee as well as a certification that the board of directors had approved a note and had no reason to expect to hear later that she had not indeed signed it and so that is knowledge obviously particularly within the defendant's knowledge and we don't think we have to take their word for it at this stage of the litigation and alternative pleading is absolutely appropriate in this specific case where you have that situation if there's you know there's evidence that it was her signature because it was requested that she sign it and it was returned to us with her signature on it we think that constitutes some evidence of her personal involvement she also personally was involved in the and eleven meeting in california at the offices of global and so there's there's really enough evidence of her personal involvement to warrant personal jurisdiction over her even if she didn't sign the note and then that's because of her role of the broader course of dealing direct your honor so we think that the turning back to the corporation then i will also return to the individuals but turning back to the corporation i don't know if it's actually a corporation the essay  enough money to satisfy any judgment that might be unity against them that evidence isn't in the record for that i mean they have pled pop you know an inability to play pay and they've said they have been able to pay but again interest in going after the individual defend that case the filming of the novel at issue was going to be done in south america or central america that the performance in california was in the very substantial just like here where you've got a lot of performance in california we think the district court  didn't learn the lesson of burger king which is that physical physical absence from the state is not dispositive when you talk about specific jurisdiction and due process that that now and this is even in the eighty's before the internet but you know nowadays business is conducted over the wires and over the telephone and you can't just say well i didn't physically come there and avoid being hauled into court in another state or another location to defend claims in burger king you had one of the individual franchisors franchisees had not even the end of florida and so that court the supreme court still said that his his activities were officially directed at florida even though he was going to be opening franchises in michigan  as far as the proposed forgery claim we think that the court didn't actually allow us to amend the complaint to that claim but we think that the court should have and that the court's denial of leave to amend was incorrect and it should be reviewed to nov because of the denial is based on futility and not on any kind of a discretionary grounds but we really don't think there's any argument in this court that the forgery claim does satisfy the caller effects test for a tort claim it was  forged document apparently according to their own testimony in this action a forged document was sent to california deliberately to induce a california company to extend further credit so  it's far as the individual defendants one i think dispute we have with the interpretation of the case law with the defendants is that there is no corporate officer shield or fiduciary shield in personal jurisdiction law or maybe in state substantive law but in davis the metro productions which they cite in favor of their position this court actually said no you don't you don't consider the fact it might be a substantive defense that somebody signed a document or took some action as an officer of a corporation if they're personally involved in the business at hand whatever would be the contact with the forum then they can be sued under a personal just action law whether they have a meritorious defense on substance is a different issue but we think that the defendant rest the husband has evidence is clear he traveled to california at least three times to meet with and met with you know the company in california there's a dispute over whether the principal came to the united states in order to visit with the company where if he had other purposes tourism etc but we think the roth case addresses that and deals with both individual defendants in the roth case so they had other reasons to come to california and this court said before your time runs versus rosa case we think that there's a strong presumption in california that the case stay here because you have not just a california plaintiff but a united states nd plaintiff in the us in telecommunications group versus what case this court said that it for that analysis it's not just who is in the state it's who else is in the country and the boston telecommunications case that ordinarily the plaintiffs trying to form will not be disturbed unless the private interest and the public interest factors strongly favor trial in a foreign country i think the arguments on the factors here are laid out in the briefs and they're probably pretty typical of these kinds of cases but i would point out that the amount of inconvenience an expense that the defendants would incur having to litigate health fornia is relatively small in this case compared to the amount in dispute and why should we resolve that question instead of sending it back to the district court to resolve district or didn't reach of course that's correct we think it's teed up and we think it's just efficient for that to be resolved here is really the briefing is fully completed on that the evidence is in the record on that and i think the other side agrees that that may just make sense for this court to resolve it at the same time  correctly dismissed this case based on lack of personal jurisdiction over the defendants but i'd like to begin by addressing something that came up in counsel's argument which was the distinction between the individual defendants and the corporate defendant which we have referred to as but chose so the argument of appellants has tended to lump them all together into one group as if each of them had contacts with california that equally applied to the other and vice versa that's not really appropriate you have to look at their contacts individually  and here when you look at the individual contacts of each individual defendant the conclusion is clear that none of them personally purposely avail themselves to jurisdiction in allegations are based on three written instruments this these documents called the act the note and the guarantee now counsel has argued that there was this prior history of transactions between these parties but in the specific jurisdiction analysis you're really not allowed to look at anything beyond what arises from relates to the actual contracts at issue that you can counsel i thought burger king says exactly the opposite it doesn't say we're supposed to look at and there they said be a prior negotiations and contemplated future consequences along with the terms of the contract and the part actual course of dealing so it's not just the one instrument that forms the basis for the claim as well that burger king was a very very different and you have to think about it like this burger king was a franchise relationship there was a single contract which govern the franchise relationship and there were negotiations a preceded entering into that franchise relationship and the franchise contract contemplated a relaxed relationship with that go on for twenty years here you're talking about discrete orders of goods and this is something that happens all the time and if you put the shoe on the other foot at the maj and your a company that's ordering widgets from mexico from time to time you may order them on a regular basis but there's no ongoing contractual relationship each order is a separate contract and what they've alleged here is that there was this order for rice and corn and that there was this particular contractual relationship and that the these instruments the act the note in the guarantee if you basically construe their allegations in their favor what it really amounts to is that these instruments  an antecedent debt under that particular rice and corn contract so to go back and say well you can also plug in each time in the past they ordered commodities from this particular company that's really not correct that there is there is no case law out there that actually says you can do that you know i'm not surely i agree with you in terms of what the case is it seems to me that a continuous course of dealing the tween and out of state  someone in state is relevant even though the course of dealing man vol one contract after another you're saying that i can't look at any any part of the earlier course of dealing in a drama to determine jurisdiction well again the there there is no case that i'm aware of this says when you have discrete orders for commodities like this that are you know they just treat that is to say this is a contract the one that was defaulted on this is a contract that was one in a long series of contracts they were separate contracts but it was a long course of dealing between these two companies well it whether you characterize that as a long course of dealing certainly they had had transactions in the past well if you just built along or you just get the course of dealing the formation of that contract what was the course of dealing that that involved performance under that contract and what were the future consequences of or contemplated under that contract now here they sued on these three instruments that ratified what they say was a debt owed under one or a two contracts orders to rice and for corn that were discrete orders for goods and the future occurred by e mail and telephone and none of the instruments were signed by mr anthony rayos or ms haru faith in his or her individual capacity mr andone signed the act and the note in his capacity as the owner and legal representative a but chose but never in his individual capacity and the instruments were written in spanish were not governed by california law ought at least not on their face now turning to again to the individuals ms her roof a start with her she's a citizen of honduras nothing in the record suggests that she purposefully availed herself being sued in california and on there were allegations to be that could be construed  play as favor that she attended a meeting one meeting in california but the operative complaint itself said that she was attending there in her corporate capacity and now the allegations against ms her roof are soley based on the guaranteed her signature to the guarantee but appellants here could never get their story straight at st they came up with an affidavit alleging that she signed it and there may be a reason they can't get their story straight because the facts at the moment are unclear either it's either she signed it  forged well and that's that's the problem is that she denies having signed it they say i don't know if you say i don't know or on information and belief this court has said that that's not competent evidence signature i don't know if there's anything in the record saying that that was her signature what what mr andone testified to in his affidavit was that mr the last quiz the principal for global said look guys i need some i signature besides the fact that his i didn't name type and then when there's a signature i don't know what's in his mind i mean what he said in his subsequent affidavits was he he saw a signature on where her signature block was indicated and he assumed it was her  signature that's what he said and apparently somebody sent him the documents after he'd said would you please sign the documents yes i mean it wasn't as though this just came out of nowhere right right i mean not only on the defense that bill is now th whether it purported to be her signature or not she denied signing it now if she's a good sign and i don't as you can see that if she did sign it you can see just action no no because you have to look at the other factors is she the document was signed in spanish she's in honduras she had according to plato's origin of the story she attended one meeting in her personal capacity now that doesn't none of that means that you know simply because something that assuming she did sign it and it was sent by e mail to california this court has said that that sort of  contact is not sufficient to establish jurisdiction she had to have done something to affirmatively reached out that would purposely have purposely availed herself to jurisdiction here and even if she did sign it that  are enough for personal jurisdiction if we and i so you can see that that's the book we decision but if we were to include that that so how does that conclusion change if at all based upon her best way to look at it is to take a look at your opinion and dole which was about a fraudulent conspiracy between individuals in europe was directed at a california company and the key and that was applying the cold or direct effects test but i think it's instructive for the purposeful of ailment us when we're talking about the guarantee and whether or not she signed it the key to your opinion and dole is that the actions of these defendants in europe induced reliance to the detriment of the california company dole meaning there was some change in circumstances that  or a decision made to change circumstances in reliance on what these guys were doing to its detriment here there's no reliance there's no detrimental reliance because it didn't change the circumstances according to  think it did it is to say based on the documents signed by the two individual defendants the plaintiffs company was allowed to get financing and the financing was either a good idea or a bad idea depending on whether they were going to be paid by the defendants and the defendants end up not paying so we i think we had a consequence they just say that that's the signatures on these people pieces of paper did have real world consequences here in california i don't know that that's in the record maybe i missed that but i it has to be sort of too close to make for the i don't know i'm not familiar with that being part of the record that that that was the consequence that they did get funding and in that that had any detrimental effect on on global down the road local has said is the fact that they didn't get paid has led to them going out of business but that was you know what they say is that that was an existing debt in the st place they say that was an obligation that my client chose i had before these instruments were signed and so i think if you looked at and at that in the context of your opinion poll there was no detrimental reliance there and of course in that goes to the question of mr and on the radios himself the allegation of course his statement that he signed and see my time's running down so let me just ask if there are any up questions you'd like me to touch on before i go on i didn't i wasn't didn't want to ask if we were to conclude that there is personal jurisdiction here do you agree with the plaintiffs that we should go ahead and resolve the farm on communions question or do you think that should be less it's fully briefed and the record it below and this court has said actually in the dole case  again it was a similar circumstances where a there was a fully briefed record on foreign non that the court hadn't that the trial court did not rule on in this court took it up and ruled on it and so this court is in a position to do that you we agree with the court's apparent perpetration of burger king burger king itself actually did involve multiple contracts including one franchise agreement and the dollar amounts that were going under those contracts were actually far smaller than the dollar amounts in this case but burger king does say you look at a course of dealing as this court has described i would also point out that in the m o you that but wrote or signed on to the memorandum of understanding which said that global input chose to have maintained a business relationship since two thousand and seven that was signed in two thousand and twelve the relationship has been successful and is based on mutual trust and respect and  and there's also evidence in the record that global would not have given these very favorable credit terms in this contract that is at issue that in this case if they hadn't had that lengthy relationship that the terms were shipment of millions of dollars of commodities and you don't have to pay for six months i mean that's a pretty favorable term for the buyer and then they extended it again when they got the no in the guarantee as far as defendant roof a docs she made her may or may not have signed the guarantee i don't think it's ruled out on the record that she might have authorized her husband to sign her name to it if she wasn't present at the time it needed to be signed and so we would be looking at that is in this case as well and there's no evidence in the record that she denied that she signed the certification as secretary of the corporation that the note was approved by the board of directors and one last point on personal jurisdiction i didn't get into something in the brief that i wish i had now but one of the factors in deciding whether it's reasonable to excise personal jurisdiction is the availability of an alternative forum and in this case we have now the honduras courts the trial court and the court of appeals dismissing a case between the parties based on special imitation and although the defendants have said they would waive statue limitations if this court were to grant the motion to dismiss reform on convenience we don't have that similar agreement if the court were to