1The Honorable Nanette K. Laughrey, United States District Judge for the

Eastern and Western Districts of Missouri, sitting by designation.

United States Court of Appeals

FOR THE EIGHTH CIRCUIT

___________

No. 00-1744

___________

St. Jude Medical, Inc.; SJM Europe, *

Inc., formerly known as St. Jude *

Medical International, Inc.; *

St. Jude Medical Europe, Inc. *

*

Plaintiffs - Appellees, *

* Appeal from the United States

v. * District Court for the

* District of Minnesota.

Lifecare International, Inc.; *

Tony Dow *

*

Defendants - Appellants. *

___________

Submitted: December 11, 2000

Filed: May 2, 2001

___________

Before McMILLIAN and JOHN R. GIBSON, Circuit Judges, and LAUGHREY,1

District Judge.

___________

LAUGHREY, District Judge.
2Appellees are referred to collectively as St. Jude unless the context requires

individual identification.

3The Honorable Richard H. Kyle, United States District Judge for the District

of Minnesota.

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St. Jude Medical, Inc., and its subsidiaries2 (St. Jude), manufacture and distribute

heart valves and other medical devices. During 1987 and 1988, Lifecare International,

Inc. (Lifecare), through its president, Tony Dow, approached St. Jude to become a

distributor of St. Jude’s products. After negotiations, St. Jude and Lifecare contracted

to make Lifecare a distributor for St. Jude’s products in certain Middle Eastern

countries. In 1992, with the help of Lifecare, St. Jude successfully bid on a contract

to supply heart valves and balloon catheters to a purchasing consortium of governments

in the Middle East known as the Gulf Corporation Council. The contract was referred

to as the GCC Tender No. 11. In 1997, Lifecare obtained a check made out to “St.

Jude Medical International, Inc.”, in the amount of $1,141,955.14. The check was

issued by the Saudi Ministry of Health to pay St. Jude for medical products delivered

pursuant to the GCC Tender No. 11. The check belonged to St. Jude, but Lifecare

cashed it and refused to turn the proceeds over to St. Jude. In response, St. Jude

terminated its distributorship relationship with Lifecare. St. Jude then sued Lifecare

and Tony Dow in the United States District Court for the District of Minnesota3 for

conversion, breach of contract and a declaration that Lifecare’s distributor status was

terminated.

After suit was filed by St. Jude in federal court in Minnesota, Lifecare filed suit

against St. Jude in California state court. Lifecare raised both tort and contract claims

against St. Jude and Pacesetter, Inc., St. Jude’s California subsidiary. St. Jude

successfully removed this case to the United States District Court for the Central

District of California even though Pacesetter, Inc., was a resident of California. The

federal court in California held that Pacesetter, Inc., was fraudulently joined and

dismissed it from the lawsuit before transferring the case to the U.S. District Court for
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the District of Minnesota. Lifecare’s claims against St. Jude were treated there as

counterclaims to St. Jude’s claims against Lifecare. 

In the course of the Minnesota litigation, St. Jude learned that a second check

had been issued by the Saudi Ministry of Health to St. Jude for GCC Tender No. 11

products. This $880,000.00 check was sent to Arabian Trade House. At trial, St. Jude

claimed that Arabian Trade House converted the check and was acting as the agent of

Lifecare when it converted the check. After a lengthy trial, the jury found that Lifecare

breached its contract with St. Jude and found against Lifecare on its counterclaims.

The jury also concluded that Arabian Trade House was Lifecare’s agent when it

converted the $880,000.00 check. A judgment was entered against Lifecare in the

amount of $1,530,735.00.

On appeal, Lifecare and Tony Dow argue that the district court lacked personal

jurisdiction over them and had no subject matter jurisdiction to decide Lifecare’s claims

against St. Jude. They also contend that the District Court’s jury instructions were

erroneous and summary judgment should not have been entered for St. Jude on

Lifecare’s claim that St. Jude tortiously interfered with a contract between Lifecare and

Arabian Trade House. We affirm.

A. PERSONAL JURISDICTION

The District Court found that Lifecare and Tony Dow were subject to personal

jurisdiction in Minnesota because of their contacts with Minnesota. This finding is

reviewed de novo. See Burlington Industries, Inc. v. Maples Industries, Inc., 97 F.3d

1100, 1102 (8th Cir. 1996). Two prerequisites must be met to establish personal

jurisdiction over a nonresident defendant. The forum state’s long arm statute must be

satisfied and the due process clause must not be violated. See Stevens v. Redwing, 146

F.3d 538, 543 (8th Cir. 1998). “Because Minnesota long arm statutes extend

jurisdiction to the maximum limit consistent with due process, we need only evaluate
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whether the district court properly found the requirements of due process satisfied.”

Wessels, Arnold & Henderson v. National Medical Waste, Inc., 65 F.3d 1427, 1431

(8th Cir. 1995). 

The requirements of due process are met if a defendant purposefully establishes

minimum contacts with the forum state and the exercise of personal jurisdiction in that

state is reasonable. Burger King Corp. v. Rudzewicz, 471 U.S. 462, 474 (1985).

Minimum contacts are established if a “defendant has ‘purposefully directed’ his

activities at residents of the forum . . . and the litigation results from alleged injuries

that ‘arise out of or relate to’ the activities.” Burger King at 472 (1985) (internal

citations omitted). In a contract case a court must consider the parties’ prior

negotiations, contemplated future consequences and actual course of dealings. The

terms of the contract must be taken into account as well. Burger King, 471 U.S. 462

at 479. 

Even if the minimum contacts threshold is established, personal jurisdiction may

be defeated if its exercise would be unreasonable considering such factors as (a) the

burden on the defendant; (b) the interest of the forum State; (c) the plaintiff’s interest

in obtaining relief; (d) the interstate judicial system’s interest in obtaining the most

efficient resolution of controversies; and (e) the shared interest of the several states in

furthering fundamental substantive social policy. Asahi Metal Industry Co., Ltd. v.

Superior Court of California, Salano County, 480 U.S. 102, 113-14 (1987).

Lifecare and Mr. Dow contend that they did not have sufficient minimum

contacts with Minnesota to satisfy due process. We disagree. Lifecare pursued a

business relationship with St. Jude, a Minnesota resident. To negotiate its agreement

with St. Jude, Mr. Dow phoned and wrote St. Jude personnel in Minnesota. The

parties’ contract contemplated an ongoing relationship requiring regular

communications between Lifecare in California and St. Jude in Minnesota. By the

terms of the contract, Lifecare was obligated to assist St. Jude personnel in Minnesota
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to develop bids to submit to the Gulf Cooperative Consortium. At the time the

distributorship agreement was reached, the products to be distributed by Lifecare were

being manufactured in Minnesota and payments for those products were to be sent to

St. Jude in Minnesota. Even after the contract was established, Mr. Dow and Lifecare

called, wrote and visited St. Jude personnel in Minnesota to solicit more business from

St. Jude. Finally, Lifecare and Mr. Dow were aware that its conversion of the Saudi

Ministry of Health checks would injure St. Jude in Minnesota. 

These are not random, fortuitous or attenuated contacts between Mr. Dow,

Lifecare and Minnesota, but rather a purposeful connection that should have put

Lifecare and Mr. Dow on notice that they could be haled into court in Minnesota.

World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 297 (1980). See also

Wessels, Arnold & Henderson v. National Medical Waste, Inc., 65 F.3d 1427, 1431

(8th Cir. 1980) (personal jurisdiction established where defendants had systematic

business relationship with Minnesota resident and numerous mail and telephone

contacts); and Northrup King Co. v. Compania Productora Semillas Algodoneras

Selectas, S.A., 51 F.3d 1383, 1388 (8th Cir. 1995) (two trips to Minnesota, substantial

purchases and extensive written communication showed that contacts were not

random). 

Lifecare suggests that Wessels is distinguishable because the contract in that case

was to be performed in Minnesota. In Wessels, we held that a nonresident who

aggressively pursues a business relationship with a Minnesota resident has sufficient

minimum contacts with Minnesota to satisfy the due process clause. Like the defendant

in Wessels, Mr. Dow and Lifecare aggressively pursued a business relationship with

St. Jude, a Minnesota resident, by phone, letter and visits to Minnesota. Moreover, the

parties’ distribution contract initially dealt with heart valves and other medical devices

which were manufactured and shipped from Minnesota, and by the terms of the

contract Lifecare was required to help St. Jude personnel in Minnesota prepare bids to

submit to the Gulf Cooperative Consortium. 
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Lifecare and Mr. Dow also contend that Sybaritic, Inc. v. Interport

International, Inc., 957 F.2d 522 (8th Cir. 1992), requires a finding that Lifecare and

Mr. Dow were not subject to personal jurisdiction in Minnesota. That case involved

a distributorship contract which was “negotiated, drafted, presented and executed in

Japan.” Sybaritic, Inc. v. Interport International, Inc., at 525. Because the

nonresident’s connection with Minnesota was limited to preliminary negotiations, we

found its contacts insufficient to establish personal jurisdiction in Minnesota. Unlike

Sybaritic, the distributorship contract between Lifecare and St. Jude was sent from

Minnesota to California after Lifecare initiated contact with St. Jude and communicated

by phone and letter to St. Jude in Minnesota to obtain the agreement. There was also

evidence of a long-term, ongoing business relationship and numerous attempts by

Lifecare and Mr. Dow to develop more business opportunities with St. Jude in

Minnesota. Finally, a substantial part of the dispute between St. Jude and Lifecare

involved the conversion of checks which had been written to St. Jude by the Saudi

Health Ministry. This conversion by Lifecare and Mr. Dow necessarily injured St. Jude

in Minnesota. While no one contact between Lifecare, Mr. Dow and Minnesota may

have been enough to satisfy due process, taken in the aggregate, they are sufficient to

subject both Lifecare and Mr. Dow to jurisdiction in Minnesota for claims that arose

out of or were related to the distributorship agreement between St. Jude and Lifecare.

B. SUBJECT MATTER JURISDICTION

Lifecare contends that the District Court lacked subject matter jurisdiction over

Lifecare’s claims against St. Jude and its subsidiaries. These claims were originally

filed by Lifecare against St. Jude in California state court. St. Jude, SJM Europe, Inc.,

St. Jude Medical Europe, Inc., and Pacesetter, Inc., were named as defendants in the

California case. Pacesetter, Inc., is a subsidiary of St. Jude and has its principal place

of business in California. For purposes of diversity jurisdiction, it is a citizen of

California. Lifecare is also a citizen of California. 
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The California case was removed by St. Jude to the U.S. District Court for the

Central District of California. Lifecare filed a motion to remand, claiming that there

was no diversity jurisdiction because Pacesetter and Lifecare were both citizens of

California. The U.S. District Court for the Central District of California ruled that

Lifecare could not state a cause of action against Pacesetter and the joinder of

Pacesetter was therefore fraudulent. After dismissing Pacesetter, the California federal

court transferred the case to the U.S. District Court for the District of Minnesota.

Lifecare’s claims were treated there as counterclaims to St. Jude’s claim against

Lifecare. 

On appeal Lifecare argues that the U.S. District Court for the Central District

of California erred when it dismissed Pacesetter and refused Lifecare’s motion for

remand. Lifecare contends that the U.S. District Court for the District of Minnesota,

therefore, did not have subject matter jurisdiction to hear Lifecare’s claims against St.

Jude and its subsidiaries, because there was not complete diversity between the parties.

Lifecare concludes that in the absence of subject matter jurisdiction, its claims against

St. Jude and its subsidiaries should be remanded to the California state court from

which they were removed.

In U.S. v. Copley, 25 F.3d 660, 662 (1994), we held that a transfer order from

a district court outside of our circuit was not subject to appellate review within our

circuit. Similarly, we lack jurisdiction to review the decision of the U.S. District Court

for the Central Division of California denying Lifecare’s motion to remand. If a motion

for remand had been filed in the U.S. District Court for the District of Minnesota, its

ruling would be reviewable by us. In re Nine Mile Limited, 673 F.2d 242, 244 (8th Cir.

1982) (If case is transferred, the transferee court may review the propriety of transfer

if a motion for retransfer is filed; otherwise jurisdiction is lacking); Deborah Linnell

v. Angelyn Alexander Sloan, 636 F.2d 65, 67 (4th Cir. 1980) (Same). 
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As to the issue of subject matter jurisdiction for Lifecare’s claims, there was

complete diversity in the Minnesota federal court because Pacesetter, Inc., had been

dismissed. However, even if Pacesetter were still a party, the District Court would

have subject matter jurisdiction over Lifecare’s claim. Normally, removal jurisdiction

is determined at the time of removal, but if remand is denied and there is no

interlocutory appeal, a judgment may be upheld if federal jurisdiction exists at the time

of judgment. Caterpillar Inc. v. Lewis, 519 U.S. 61, 76-78 (1996). While subject

matter jurisdiction may or may not have existed at the time Lifecare’s case was

removed from California state court, a question we do not resolve, there was subject

matter jurisdiction over Lifecare’s claims in the District Court when judgment was

entered against Lifecare. Lifecare’s claims against St. Jude and its subsidiaries were

compulsory counterclaims to St. Jude’s claims against Lifecare. A compulsory

counterclaim is one that arises “out of the same transaction or occurrence that is the

subject matter of the opposing party’s claim.” Fed. R. Civ. P. 13 (a). Lifecare’s claims

arose out of the distributorship agreement with St. Jude and, in large part, were the

mirror image of St. Jude’s claims against Lifecare which were first filed in the

Minnesota federal court. Because Lifecare’s claims were compulsory counterclaims,

there was supplemental jurisdiction to hear them in federal court. Baker v. Gold Seal

Liquors, Inc., 417 U.S. 467, n.1 (1974); Tullos v. Parks, 915 F.2d 1192,1194 (8th Cir.

1990) (There is supplemental jurisdiction to hear a compulsory counterclaim even in

the absence of diversity). The District Court had subject matter jurisdiction to address

Lifecare’s claims against St. Jude and its subsidiaries.

C. JURY INSTRUCTIONS

One of St. Jude’s claims at trial was that Arabian Trade House converted an

$880,000.00 check that belonged to St. Jude. St. Jude argued to the jury that Lifecare

was responsible for this conversion because Arabian Trade House was acting within

the scope of its agency agreement with Lifecare when it withheld the check from St.
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Jude. Lifecare countered that Arabian Trade House was the agent of St. Jude when it

converted the check. 

During the jury instruction conference, Lifecare asked the District Court to give

a dual agency instruction. Lifecare argued that the jury should know that Arabian

Trade House could be the agent of Lifecare for some purposes and the agent of St. Jude

for other purposes. Lifecare acknowledged, however, that Arabian Trade House could

not have acted for both Lifecare and St. Jude when it received and converted the

$880,000.00 check. The District Court refused Lifecare’s request for a dual agency

instruction.

A decision by a district court to refuse a jury instruction is reviewed for an abuse

of discretion. See, Wood v. Minnesota Mining & Mfg. Co., 112 F.3d. 306, 311 (8th Cir.

1997). “[R]eview is limited to whether the instructions, viewed on the whole, fairly

and adequately represent the evidence and applicable law in light of the issues

presented to the jury in a particular case.” Klisch v. Meritcare Med. Group, Inc., 134

F.3d 1356, 1358 (8th Cir. 1998). 

Taken as a whole, the jury instructions of the District Court were proper. The

jury was instructed that St. Jude claimed Arabian Trade House converted an

$880,000.00 check and that Lifecare was responsible for that conversion. Tr. 1467;

Appellant’s App. 513. On a Special Verdict Form, the jury was asked: “At the time

Arabian Trade House received the approximately $880,000 partial payment for G.C.C.

Tender 11, was Arabian Trade House acting as the authorized agent of Lifecare?”

Appellant’s App. 515. In Jury Instruction 17, the District Court correctly defined an

agent and explained when a principal is responsible for the acts of its agent. “An agent

is an individual or entity performing services for another under an express or implied

agreement with the other person or entity, known as its principal. An act of an agent

within the scope of the agent’s authority is considered to be the act of the principal.”

Appellant’s App. 511.
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These instructions made it clear that Arabian Trade House could not act as the

agent of both Lifecare and St. Jude when it received and converted the $880,000.00

check. If the jury concluded that Arabian Trade House was not the agent of Lifecare

for purposes of the conversion, it would answer no to the special interrogatory,

regardless of whether it thought Arabian Trade House was the agent of Lifecare or St.

Jude for some other purpose. 

The District Court did not abuse its discretion in refusing Lifecare’s dual agency

instruction. 

D. SUMMARY JUDGMENT ON LIFECARE’S CLAIM FOR TORTIOUS

INTERFERENCE WITH A CONTRACT

The District Court granted summary judgment for St. Jude on Lifecare’s claim

that St. Jude interfered with Lifecare’s contractual relationship with Arabian Trade

House. This claim appears to be based on St. Jude’s effort to get Arabian Trade House

to be its distributor in the Middle East. Lifecare asserts that the District Court erred

when it granted summary judgment because St. Jude did not meet its initial burden

under Fed. R. Civil P. 56 to show that there was no genuine issue of material fact in

dispute. Lifecare also claims that the evidence it presented in opposition to St. Jude’s

motion for summary judgment is sufficient to establish a genuine issue of material fact.

A decision to grant summary judgment is reviewed de novo. Do v. Wal-Mart

Stores, 162 F.3d 1010, 1012 (8th Cir. 1998). We view the facts in the light most

favorable to the non-movant, Dodd v. Runyon, 114 F.3d 726, 729 (8th Cir. 1997), and

will affirm the grant of summary judgment when “the pleadings, depositions, answers

to interrogatories, and admissions on file, together with the affidavits, if any, 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.” Fed. R. Civ. P. 56(c); McLaughlin v. Esselte Pendaflex,

Corp., 50 F. 3d 507, 510 (8th Cir. 1995). If the party with the burden of proof at trial
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is unable to present evidence to establish an essential element of that party’s claim,

summary judgment on the claim is appropriate because “a complete failure of proof

concerning an essential element of the nonmoving party's case necessarily renders all

other facts immaterial.” Celotex Corp. v. Catrett, 477 U.S. 317, 323 (1986).

Under Minnesota law, the elements of a claim for tortious interference with a

contract are: “(1) the existence of a contract; (2) the alleged wrongdoer’s knowledge

of the contract; (3) intentional procurement of its breach; (4) without justification; and

(5) damages.” Kallock v. Medtronic, Inc., 573 N.W.2d 356, 362 (Minn. 1998). The

District Court found that Lifecare failed to present evidence sufficient to support the

first two elements of the claim. The District Court ruled that Lifecare’s affidavits did

not mention the existence of a contract between Arabian Trade House and Lifecare.

Nor did the affidavits demonstrate that St. Jude knew about the contract when it

allegedly approached Arabian Trade House to distribute St. Jude’s products in the

Middle East. 

Relying on Handeen v. Lemaire, 112 F. 3d 1339, 1346 (8th Cir. 1997), Lifecare

complains that St. Jude did not meet its “prefatory burden” of pointing to the parts of

the record which show there is no genuine issue of material fact. Without such a

showing, Lifecare contends it was not required to present any evidence in support of

its claim. However, in Celotex Corp. v. Catrett, the United State Supreme Court made

clear that “the burden on the moving party may be discharged by ‘showing’–that is,

pointing out to the district court–that there is an absence of evidence to support the

nonmoving party’s case.” Celotex at 325. We acknowledged in Handeen that this

burden is “far from stringent” and “is regularly discharged with ease.” Handeen at

1346.

The record shows that St. Jude did identify the defect in Lifecare’s claim. St.

Jude pointed to Paragraph 20 of Lifecare’s complaint where Lifecare alleged that St.

Jude “dealt directly with [Lifecare’s] sub-agents and sub-dealers . . . despite the
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exclusive arrangements which [St. Jude] had committed to honor.” Appellant’s App.

434. St. Jude explained that this was just a restatement of Lifecare’s claim that St. Jude

breached its contract with Lifecare and that claim was barred by the economic loss

doctrine. See AKA Distributing Co. v. Whirlpool Corp., 137 F.3d 1083, 1085-87 (8th

Cir. 1998). When Lifecare responded to the motion for summary judgment clarifying

that its claim was about St. Jude’s attempt to interfere with the contractual relationship

between Lifecare and Arabian Trade House, St. Jude pointed out that Lifecare’s

affidavits did not show that there was a contract between Lifecare and Arabian Trade

House, its terms or any evidence that the contract was breached because St. Jude had

interfered with it. This record demonstrates that St. Jude adequately met its “prefatory

burden.”

Lifecare also claims that it did present evidence that it had a contract with

Arabian Trade House and that St. Jude knew about it. The support for this claim,

however, is found in the affidavits which St. Jude submitted with its motion for

summary judgment and there is no evidence that Lifecare ever pointed out that evidence

to the District Court when it filed its opposition to St. Jude’s motion for summary

judgment. The District court was not required to sift through all of the materials to find

support for Lifecare’s claim. White v. McDonnell Douglas, 904 F.2d 456, 458 (8th Cir.

1990). Finally, two of the elements necessary to support Lifecare’s tortious

interference claim were (1) Arabian Trade House breached its contract with Lifecare,

and (2) Lifecare was damaged. Lifecare did not present evidence to support those

elements of its claim. The District Court did not err in granting summary judgment for

St. Jude on Lifecare’s claim for tortious interference with a contract. 
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A true copy.

Attest:

CLERK, U.S. COURT OF APPEALS, EIGHTH CIRCUIT.