first case on our counter is mary middleton versus green cycle housing appellant's motion pursuant to federal civil procedure sixty before to vacate an iowa default judgment should be reversed because of the lack of personal jurisdiction over either of the islands under the jurisdictional principles and laws of the state of iowa the in this particular case they had to pay it back but that's what makes it the simplest possible thing it was simply a one million dollar loan and in fact funded according to the plaint to the plaintiff in january of two thousand and seven and funded further in  march of two thousand and seven half and half and it was his twelve percent loan payable on date x eighteen months later the notion that it was extend client signed a personal guarantee did me know he did not sign a personal guarantee you know is recognized both in the district court in iowa and there is nothing in the record that the agency released the basis according to the district court was a reference to miss devlin in a document that described her as executive director we have to look at preferred stock offering of the company to be formed yet to be formed didn't even exist purpose of sending it what was the purpose of sending it if it was completely irrelevant to the transfer it was a really  davin status that she had some form of relationship was representing or her interests were mutual with regard to recycle were interest were her own i said no don't answer the substance i asked you question what a your representation or representation by the prince on which another person reasonably realize that there's implied authority to act with regard to france as long as its representation by the principle doesn't have to be explicit it can be implicit can it well i think in the case of an agency where the scope of agency is important and extremely important not just somebody is out there doing something i think you need to know a little bit more the other thing it's very important here is that that that document and the and the statement referring to ms dale is a document on be it by green cycle housing inc not the individual there's nothing here for the individual s that she was the agent but what representations did ms devlin actually make if we go into the original case when the party said spontaneous opportunity to describe who she was there was no such representation made in the iowa court it was nothing in fact judge gretchen or said she had some capacity we do know this that she was a twenty five year low life long friend of ms middleton herself so there is a little bit there's an it cuts both ways who's agent for what or for herself or what these are facts where the district court simply made  these circumstances your honor we didn't know the answer is that the court immediately raised the question whether there should be a hearing regarding disputed facts you say yes yes i did in fact i still went right on and i described exactly the courts that there were undisputed facts i took issue with that i specifically enumerated something like five six seven eight nine ten minutes hearing in the district court tonight your request for hearing motion the court ruled then and there immediately closed the record and that was that and then he did not come back and in fact there was there were other issues in the case that that had to be addressed also there was mr  process that was the discussion and as soon as counsel conceded service of process which by the way has serious implications here i think it shifts the burden to them to have to prove lack of jurisdiction which we brief but the grech or it is clear that that hearing was about service a process now there was a clear opportunity to ask is your honor was asking for a hearing  documentary proof all conclusory number of statements made them easily demonstrably false he said he knew nothing about it eight entity called green cycle inc well the document he sent out the circular references green cycle link now i think the slight of hand that's being done there is that it was determined that that entity was never formed but in response to your question if if a principal is making assertions about each unsee about this company is the company that you're going to be investing in we'd like you to invest that it's an affirmative act from the principal you also heard counsel here that that document was sent on behalf of green cycle and acknowledging it stating in detail in that document that ms devlin was the executive director of the company could you address  which is an e mail exchange in which mr epstein is addressing within that e mail ms middleton had sent a list of questions and said i have some questions about this including the personal guarantee m and in responses to that saying part of this is a personal guarantee now the other issue this offering circular it's more than an offering circular it's what the parties intended to reflect the agreement that document was sent back and forth between the parties and signed by miss middleton and mr epstein that document references the fact of a personal guarantee is there anything  staff was his agent for personal purposes as opposed to on behalf of the l l c absolutely one of the questions that mr ms middleton asked was how are you compensated and in response to that mr epstein in detail says that for every deal that she breaks to the table she gets three percent for capital raise ten percent for any project that she brings not even just  and also the text messages that probably didn't take the time to look through them because the type is so small but you see in there an exchange between the two of them talking about deals that they're going to be working on including a deal in martha's vineyard i believe still have to look for i mean so you're saying that created actually agency on his own behalf absolutely for some representations made to miss middleton that this tablet actually had  absolutely the case law in starting with burger king i think of the supreme court is also very important case if in even in a loan context it doesn't matter how simple or complex the loan is if the borrower solicit a loan within the jurisdiction it says i'd like to borrow money from you and there is a negotiation over that which was clearly shown in these documents and in following that conclusion of law in that judgment but regardless whether it's eighteen months or two years that say you long term obligation and the case law in iowa and in the eight like you to bar some money from me that's not what happened here this is a solicitation into the jurisdiction and the case law is clear when there's is a purposeful of ailment that results in long term contractual relationships that creates words that jurisdictionally significant fact creature stiction for purposes of personal jurisdiction the other significant factor here is the guarantee and i cited these couple of cases that we cite that case were i never went to florida i didn't deal with florida but that's not what the court was looking at was there a solicitation in the desire to do business with the florida company here was there a solicitation and desire to do business with the lender obviously that's documented it's more than just what's written in the affidavit switch by the way is why the district court could rule in the way that she did th a relationship with that oh it's not doubt about that that's heated it makes no difference here because in this particular fact pattern she was acting on behalf of green cycle housing as is reflected in the offering memoranda she was the executive director of that company and she was soliciting loans for mr rich dean and his business keep in mind this was seed money this was supposedly  supposed to go into this enterprise which there was to be used to entice other banks or other investors to come into this business so also an answer your question earlier it was related to him personally it was to speak to him personally how was their business arrangement different from that of an ordinary broker who gets paid a commission for identifying possible lending sources she she he gave the answer to that again in response to the compensation where he said she gets a ten percent profit share plus the three percent so the fact that he referenced a profit share yeah i think that yes that's certainly one factor and again there's a discussion in the texts and in the emails about how they are going about to do business she was not only working miss middleton she had an effort in new jersey where former state itself not the defendant's contact with persons who reside there fastpass seems to be that was a case in which there was aggressive pursuit of business opportunities and i want to go shay ssion agreement the performance of the agreement other than the contacts with ms nettled about this contract there's no performance like delivery of goods or other things like that or manufacturing of goods and i was it's simply negotiation of agreement and payment that the individual had was making the guarantee that was a single contact no he had other contacts in the context of the company that he was working in but but to create a personal jurisdiction on the subject of the guard you also emphasize again the ostrom case the highest court in in iowa talking about the personal guarantee and where the court states the taking in assignment of a personal guarantee executed in iowa by an iowan coupled with discussions with iowans regarding the personal guarantee were not sufficient to support personal jurisdiction in iowa particularly in light of the georgia non exclusive foreign for selection clause of the personal guarantee we have a four there's no forum selection pointing towards io in anything and indeed the only form of connecticut where all of the entire of this business as in vision by everybody was to take place in connecticut new york possibly new jersey and then the cases of also to speak discuss that the idea fast path in particular the future aspirations of people when we're talking about specific jurisdiction don't matter everybody has dreams and plans of the lesser cause of action arises from those things and there's a misrepresentation or something misrepresentation case there's no connection to i was there's no consequences and i owe the plaintiff's living there and is that the supreme court recently reminded us in   it is not fair in this case to pin jurisdiction on the what the plaintiff in the case does wishes or hopes for versus what the defendant did this is someone who and the  the agency is so you can use the word agency but i think you have to to take put the lens on a little magnified a little bit more and see what actually happened what this person actually said or did that was of any consequence to th sloan any whatsoever people collect mini for brokering loans every day but that does make you a personal agent it's just it's just not enough there thank you thank you