No. 89-447 

IN THE SUPREME COURT OF THE STATE OF MONTANA 

1990 

SIMMONS OIL CORPORATION and 

SIMMONS REFINING CORPORATION, 

plaintiffs and Appellants, 

-vsHOLLY CORPORATION; NAVAJO REFINING 

COMPANY; NAVAJO NORTHERN, INC.; 

WELLS FARGO BANK, N . A. , Defendants and Respondents. 

APPEAL FROM: District Court of the Eighth Judicial District, 

In and for the County of Cascade, 

The Honorable Joel G. Roth, Judge presiding. 

COUNSEL OF RECORD: 

For Appellants: 

James H. Goetz argued, Goetz, Madden & Dunn, 

Bozeman, Montana 

Charles J. Wisch argued, Weissburg & Aronson, Inc., 

San Francisco, California 

H. Charles Stahmer, Bozeman, Montana 

For Respondent: 

Sheldon Oliensis argued, Kaye, Scholer, Fierman, 

Hays & Handler, New York, New York (Holly Corp.) 

Richard F. Gallagher, Church, Harris, Johnson & 

Williams, Great Falls, Montana (Holly Corp.) 

Steve M. Perry argued, Munger, Tolles & Olson, Los 

Angeles, California (Wells Fargo) 

John D. Stephenson, Jr., Jardine, Stephenson, 

Blewett & Weaver, Great Falls, Montana (Wells Fargo) 

Filed: 

Submitted: February 6, 1990 

Decided: July 19, 1990 0 
Justice William E. Hunt, Sr. delivered the Opinion of the Court. 

Plaintiffs Simmons oil corporation and Simmons ~efining 

Corporation appeal from an order of the Eighth ~udicial District 

Court, Cascade County, dismissing their complaint against 

defendants Holly Corporation and Wells Fargo Bank, N.A., for lack 

of personal jurisdiction. We reverse. 

The following issues are raised on appeal: 

1. Whether sufficient minimum contacts exist with the state 

of Montana to subject defendant Wells Fargo to personal 

jurisdiction. 

2. Whether sufficient minimum contacts exist with the state 

of Montana to subject defendant Holly to personal jurisdiction. 

Plaintiff Simmons Oil Corporation (SOC) is an Arizona 

corporation with a principal place of business in that state. 

Plaintiff Simmons Refining Corporation (SRC), a wholly-owned 

subsidiary of SOC, is a Delaware corporation that appears from the 

discovery documents to have a principal place of business in 

Arizona although it alleges in the complaint that its principal 

place of business is in Montana. (Hereafter, the plaintiffs will 

be referred to collectively as llSimmonsll unless the need arises to 

differentiate between the two entities.) 

Defendant Holly is a Delaware corporation with a principal 

place of business in Texas. It is not registered to do business 

in Montana, does not maintain offices, representatives or agents 

in this state and does not solicit business in this state. 

2 
Defendant ~avaj o Refining Company is a wholly owned subsidiary 

of Holly and Holly's wholly owned subsidiary, Navajo corporation. 

It is a Delaware corporation, headquartered in New Mexico. 

Defendant Navajo Northern, Incorporated, a Nevada corporation, is 

wholly owned by Navajo ~efining. 

Defendant Wells Fargo is a national banking association with 

a principal place of business in california. It is not registered 

to do business in Montana and does not maintain any subsidiaries, 

offices, branches, employees, agents or representatives in this 

state. 

Beginning in 1980, Wells Fargo provided SOC, and later SRC and 

related entities, a line of credit. In early 1982, Simmons 

purchased, and SRC began to operate, the Black Eagle ~efinery 

located in Cascade County near Great Falls. prior to the purchase, 

Wells Fargo agreed to extend Simmons an additional $18-million line 

of credit to be used for working capital and acquisition of 

inventory for the refinery. Simmons pledged all of its accounts 

receivable and inventory to secure the loan. 

In 1983, Wells Fargo filed in four Montana counties at least 

10 UCC financial statements, constituting security interests in 

Simmons' inventory, equipment, fixtures, accounts receivable and 

other personal property located in these counties. In that same 

year, Simmons gave Wells Fargo a mortgage on the refinery, which 

Wells Fargo recorded in Montana. 

In 1983 and 1984, Simmons encountered financial difficulties 

and Wells Fargo took control of the refinery's operation. During 
this time, Wells Fargo urged Simmons to search for a partner to 

operate and provide capital for the refinery. 

In 1984, Simmons, Wells Fargo, Holly, Navajo Refining and 

Navajo Northern entered into a Master Agreement, which authorized 

the formation of Montana Refining Company, a limited partnership 

organized under the laws of Montana. Pursuant to the terms of the 

agreement, the refinery was transferred to Montana Refining. 

Navajo Northern became the sole general partner and took control 

of the refinery. SRC became the sole limited partner and assumed 

a passive role in the refinery's operation. 

The formation of Montana Refining entailed a series of debt 

transactions between the parties. In one transaction, Montana 

Refining assumed $5 million of Simmons' debt to Wells Fargo. The 

loan assumption and accompanying security agreement were deemed to 

have been made in Montana and governed by Montana laws. Wells 

Fargo agreed to venue in Montana and waived the right to object to 

venue or assert the doctrine of forum non conveniens. 

Holly guaranteed this debt on behalf of Montana Refining. The 

guaranty was deemed a Montana agreement, governed by Montana laws. 

The agreement provided that jurisdiction and venue would be in 

Montana. 

In collateral agreements, Simmons executed a $6.5-million 

replacement credit note in favor of Wells Fargo, which reduced 

Simmons1 existing $21.8-million debt. The replacement credit note, 

which was secured by a mortgage on the refinery, was to be paid by 

100 percent of the share of Simmons1 cash flow from Montana 
Refining up to the first $700,000 each fiscal year. The agreement 

also provided that Wells Fargo would be entitled to 100 percent of 

Simmons1 share of the Montana Refining partnership property in the 

event of liquidation of the company. The agreement recited that 

it was made, executed and entered into within the state of Montana 

and governed by Montana laws. 

In another agreement, Simmons pledged all of its right, title 

and interest in Montana Refining to Wells Fargo, including its 

right to receive distributions of money and property other than 

money from Montana Refining. In addition, Simmons sold, assigned 

and transferred to Wells Fargo "as outright ownerf1 all 

distributions of money or other property made by Montana Refining 

to Simmons. This agreement was governed by the laws of California. 

In 1985, Wells Fargo and Simmons restructured Simmons1 total 

debt. In conjunction with the restructuring, Wells Fargo agreed 

to release Jerry Simmons, SOC1s sole shareholder, from his personal 

guarantee of Simmonsv indebtedness. In return, Jerry Simmons and 

SOC, but not SRC, agreed to release Wells Fargo from Itany and all 

debts, claims, demands, liabilities, obligations, cause or causes 

of action, known or unknown . . .I1 that arose prior to the date of 

the release. The restructuring agreement provided for the 

application of California law. 

A condition of the $5-million loan assumption by Montana 

Refining required the company to obtain the express written 

approval of Wells Fargo before making any plant or fixed capital 

expenditure or before purchasing any real or personal property in 
excess of $200,000. Pursuant to this provision, Wells Fargo 

approved Montana Refining's 1985 and 1986 budgets and, in 1987, it 

approved the funding for a capital expenditure project, a project 

that was financed by Holly. In 1985 and 1986, two employees from 

Wells Fargo traveled to Montana to meet with refinery officials and 

local bankers concerning future production of the refinery. 

On January 1, 1988, Holly and Wells Fargo negotiated, outside 

of the state of Montana, the sale of the Simmons1 debt and the $5- 

million Montana Refining debt. Holly purchased the debt for 

approximately $2.5-million cash plus a promise to pay up to $2.8 

million from Montana Refining's future cash flow. As part of the 

agreement, Wells Fargo transferred to Holly all of its security 

interest in the refinery, the refinery's inventory and other real 

property belonging to the Simmons entities located in Montana. 

Holly recorded the security interests in Montana. 

Simmons filed this action in the Cascade County District 

Court, alleging that Holly and Wells Fargo wrongfully refused to 

allow it to purchase the debt on the same terms given to Holly. 

Simmons sought damages from Holly for breach of fiduciary duty, 

bad faith and conversion and from Wells Fargo for breach of 

fiduciary duty and bad faith. It also claimed that each of the 

defendants had conspired to deprive Simmons of the benefit of the 

various agreements they had entered into with Simmons. 

Holly and Wells Fargo both moved to dismiss for lack of 

personal jurisdiction. (The remaining two defendants, Navaj o 

Refining and Navajo Northern, did not contest jurisdiction. ) After 
a hearing, the District Court granted the motion and dismissed the 

actions against Holly and Wells Fargo. The court denied Simmons1 

subsequent motion for reconsideration, but certified the dismissal 

for immediate appeal. 

I. PRELIMINARY DISCUSSION 

In Simmons v. State, 206 Mont. 264, 271, 670 P.2d 1372, 1376 

(1983) , we noted that the determination of whether jurisdiction may 

be exercised over a nonresident defendant involves a two-part 

analysis. The court must first examine the long-arm statute to 

ascertain whether the defendant's activities fall within the 

provisions of the statute. If the defendant's activities comply 

with the long-arm statute, the court must then discern whether the 

exercise of jurisdiction comports with the traditional notions of 

fair play and substantial justice embodied in the due process 

clause. Simmons, 206 Mont. at 271, 670 P.2d at 1376. 

Montana's long-arm statute is codified at Rule 4B(1), 

M.R.Civ.P., which provides: 

All persons found within the state of Montana are subject 

to the jurisdiction of the courts of this state. In 

addition, any person is subject to the jurisdiction of 

the courts of this state as to any claim for relief 

arising from the doing personally, through an employee, 

or through an agent, of any of the following acts: 

(a) the transaction of any business within this state; 

(b) the commission of any act which results in the 

accrual within this state of a tort action; 

(c) the ownership, use or possession of any property, 

or of any interest therein, situated within this state; 

(d) contracting to insure any person, property or risk 

located within this state at the time of contracting; 
(e) entering into a contract for services to be rendered 

or for materials to be furnished in this state by such 

person; or 

(f) acting as director, manager, trustee, or other 

officer of any corporation organized under the laws of, 

or having its principal place of business within this 

state, or as personal representative of any estate within 

this state. 

Rule 4B(1) , M.R. Civ. P. , incorporates the principles of both 

general and specific jurisdiction. The first sentence deals with 

the question of general jurisdiction, that is, whether the party 

can be "found within1' the state. A party is ''found withint1 the 

state if he or she is physically present in the state or if his or 

her contacts with the state are so pervasive that he or she may be 

deemed to be physically present there. A nonresident defendant 

that maintains llsubstantialll or llcontinuous and systematict1 

contacts with the forum state is found within the state and may be 

subject to that state's jurisdiction even if the cause of action 

is unrelated to the defendant's activities within the forum. 

Simmons, 206 Mont. at 276, 670 P.2d at 1378 (quoting Data Disc, 

Inc. v. Systems Tech. Assoc., Inc., 557 F.2d 1280, 1287 (9th ~ir. 

The remainder of Rule 4B(1), M.R.Civ.P. addresses the concept 

of specific jurisdiction. Under this theory, jurisdiction may be 

established even though a defendant maintains minimum contacts with 

the forum as long as the plaintiff's cause of action arises from 

any of the activities enumerated in Rule 4B(1), M.R.Civ.P. and the 

exercise of jurisdiction does not offend due process. Simmons, 206 

Mont. at 276, 670 P.2d at 1378 (1983). 
11. GENERAL JURISDICTION 

After examining the pleadings, affidavits and discovery 

documents on record, we hold that Simmons has not established that 

the contacts of either Holly or Wells Fargo are so substantial that 

they may be found within the state of Montana for purposes of 

general jurisdiction. Neither Holly nor Wells Fargo is registered 

to do business in the state. Neither maintains bank accounts, 

offices, employees or agents in the state. Neither solicits 

business in the state. With the exception of UCC filings recorded 

by Wells Fargo in the early 1970s, neither Wells Fargo nor Holly 

have had any contacts with Montana other than through their 

involvement with the Black Eagle Refinery. 

111. SPECIFIC JURISDICTION 

Jurisdiction Over Wells Farqo. Although we hold that the 

contacts that Wells Fargo maintained with the state of Montana were 

not substantial enough to justify the exercise of general 

jurisdiction, we do hold that specific jurisdiction is warranted. 

Wells Fargo maintained minimum contacts from which the causes of 

action alleged by Simmons arose, making the exercise of specific 

jurisdiction reasonable. 

In Columbia Falls Aluminum Co. v. Hindin/Owne/Engelke, Inc., 

224 Mont. 202, 728 P.2d 1342 (1986), we held that jurisdiction 

could be properly exercised over a nonresident bank because the 

defendant transacted business in the state within the meaning of 

Rule 4B(l)(a), M.R.Civ.P. The defendant in Columbia Falls was an 

investment banking firm incorporated in the state of California, 
with offices in California. It was approached in California by the 

plaintiff, a California resident, regarding the plaintiff's attempt 

to locate a lender to provide an operating loan for an aluminum 

reduction facility located in Columbia Falls, Montana. The 

collateral for the loan was to be the Columbia Falls plant itself. 

By contract executed in California, the defendant agreed to attempt 

to locate a lender for the venture. On two occasions, an officer 

of the defendant traveled from California to Montana to assist 

prospective lenders in their examination of the Columbia Falls 

plant. 

Likewise, we hold that Wells Fargo's ventures into and 

affecting the state of Montana constitute the transaction of 

business within the meaning of Rule 4B(1) (a), M.R. Civ. P. In 1982, 

Wells Fargo provided Simmons with an $18-million line of credit to 

be used specifically for working capital and acquisition of 

inventory for the Black Eagle Refinery. It secured its loan to 

Simmons by taking security interests in the refinery property and 

recording those interests in Montana. In 1983 and 1984, it 

exercised financial control over the refinery. Subsequently, it 

engaged in a series of debt transactions with Simmons, Holly and 

Montana Refining, all of which pertained to and affected the Black 

Eagle Refinery and many of which were deemed to be Montana 

agreements, governed by Montana law and subject to Montana venue. 

Through these transactions, Wells Fargo became the I1outright owner1' 

of Simmons1 share of the distributions from the Montana refinery. 

It also acquired the authority to approve and actually did approve 
the refinery's capital budget and expenditures in excess of 

$200,000. On at least four occasions, it sent employees to Montana 

to discuss the future of the refinery. 

Because we have found that Wells Fargo engaged in one of the 

activities enumerated in Rule 4B(1) , M.R. Civ. P. , we must now decide 

whether the exercise of jurisdiction over Wells Fargo would offend 

traditional due process notions of fair play and substantial 

justice. In Simmons, 206 Mont. at 276, 670 P.2d at 1378, we 

adopted the Ninth Circuit test for determining whether the exercise 

of jurisdiction comports with due process : 

(1) The nonresident defendant must do some act or 

consummate some transaction with the forum or perform 

some act by which he purposefully avails himself of the 

privilege of conducting activities in the forum, thereby 

invoking its laws. 

(2) The claim must be one which arises out of or results 

from the defendant's forum-related activities. 

(3) The exercise of jurisdiction must be reasonable. 

The plaintiff need not demonstrate each of the above three 

elements to establish jurisdiction. Once the plaintiff shows that 

the defendant has purposefully availed itself of the privilege of 

conducting activities in the forum, a presumption of reasonableness 

arises, which the defendant can overcome only by "presenting a 

compelling case that jurisdiction would be unreasonable." Brand 

v. Menlove Dodge, 796 F.2d 1070, 1074 (9th Cir. 1986). On the 

other hand, jurisdiction may be established where the defendant has 

not purposefully directed its activities toward the forum but "has 

created sufficient contacts to allow the state to exercise personal 

jurisdiction if such exercise is sufficiently reasonable.I1 Brand, 
796 F.2d at 1074. 

A nonresident defendant purposefully avails itself of the 

benefits and protections of the laws of the forum state when it 

takes voluntary action designed to have an effect in the forum. 

Boit v. Emmco Ins. Co., 271 F.Supp. 366, 369 (D. Mont. 1967). See 

also Farmers Ins. Exch. v. Portage La Prairie Mutual Ins. Co., No. 

89-35409 (9th Cir. July 9, 1990) . Conversely, a defendant does not 

purposefully avail itself of the forum's laws when its only 

contacts with the forum are random, fortuitous, or attenuated or 

due to the unilateral activity of a third party. Brand, 796 F.2d 

at 1074. The defendant that invokes the laws of the forum state 

by purposefully availing itself of the privilege of conducting 

activities within the forum should reasonably anticipate being 

haled into court in the forum state. Therefore, the exercise of 

jurisdiction over such a defendant is fundamentally fair. 

Generally, a creditor's minimal entry into the forum to 

protect its interests does not constitute a voluntary effort to do 

business in the state. Occidental Fire & Casualty Co. of North 

Carolina v. Continental Illinois Nat'l Bank and Trust Co. of 

Chicago, 689 F.Supp. 564, 567 (E.D.N.C. 1988). In the present 

case, however, Wells Fargo1s entry into the state of Montana cannot 

be described as minimal. Its affiliation with Simmons, an 

affiliation that substantially affected property in Montana, 

extended far beyond that of the simple creditor-debtor 

relationship. Wells Fargo loaned Simmons large sums of money, 

knowing these funds were destined for Montana. It protected its 
interests by exercising financial control over the refinery, 

retaining the authority to approve expenditures of the refinery and 

becoming the outright owner of Simmons1 profits from the refinery. 

Moreover, in many of the agreements it undertook with Simmons it 

specifically agreed to the application of Montana law. In short, 

Wells Fargo purposefully availed itself of the privilege of 

conducting activities in this state when it voluntarily engaged in 

affirmative conduct directed toward this state. 

Since we have found that Wells Fargo satisfied the first prong 

of the due process analysis, we must move on to the second prong 

of the test, that is, whether the claims arose out of or resulted 

from Wells Fargo1s forum-related activities. Wells Fargo argues 

that the claims in the present case arose out of the 1988 sale of 

Simmons1 debt by Wells Fargo to Holly, a sale that was negotiated 

outside of the state of Montana. 

Wells Fargo1s argument focuses too narrowly on the 1988 

transaction and ignores the forum-related activities it engaged in 

that culminated in Simmons1 claims against it. To ascertain 

whether a cause of action arises out of a defendant's forumrelated activity, this Court reviews the entire chain of events 

leading up to the final act upon which the claim accrued. See 

Nelson v. San Joaquin Helicopters, 228 Mont. 267, 742 P.2d 447 

(1987). Accord United States Ry. Equip. Co. v. Port Huron and 

Detroit R.R. Co., 495 F.2d 1127, 1129 (7th Cir. 1974) ; Consolidated 

Laboratories, Inc. v. Shandon Scientific Co., 384 F.2d 797, 801 

(7th Cir. 1967). 
Simmonst claims against Wells Fargo for breach of fiduciary 

duty and bad faith arose out of the parties1 course of dealing 

concerning the Black Eagle ~efinery. This course of dealing 

establishes Simmons1 claims, if any, against Wells Fargo, including 

acts that demonstrate Simmonst rights, Wells Fargo1s duties and 

Wells Fargo1s breach of duty. The sale of debt, the act that 

constituted Wells Fargots alleged breach of duty, was merely the 

final act in the chain. 

Wells Fargo further argues that Simmons cannot allege any 

claims against it relating to actions performed by Wells Fargo 

prior to 1985 because the restructuring agreement entered into by 

the parties in that year released Wells Fargo from all "debts, 

claims, demands, liabilities, obligations [and] cause or causes of 

action . . . .It We note, however, that only SOC agreed to release 

Wells Fargo from liability. SRC did not so agree. Furthermore, 

the claims in this action did not accrue until 1988, the time of 

the alleged breach. The fact that SOC released Wells Fargo from 

liability for claims accruing prior to 1985, does not prevent us 

from examining the chain of events leading up to the causes of 

action that accrued after 1985 in order to determine whether, for 

jurisdictional purposes, Simmonst claims arise out of Wells Fargo1s 

forum-related activity. 

The third prong of the due process analysis requires that the 

exercise of jurisdiction must be reasonable. In Jackson v. Kroll, 

Pomerantz and Cameron, 223 Mont. 161, 166, 724 P.2d 717, 721 

(1986), we enumerated several factors to be considered when 
examining the reasonableness of jurisdiction: 

1. The extent of defendant ' s purposeful interjection 

into Montana; 

2. The burden on defendant of defending in Montana; 

3. The extent of the conflict with the sovereignty of 

defendant's state; 

4. Montana's interest in adjudicating the dispute; 

The most efficient resolution of the controversy; 

6. The importance of Montana to plaintiff's interest in 

convenient and effective relief; and 

7. The existence of an alternative forum. 

The above factors are not mandatory tests, each of which the 

plaintiff must pass in order for the court to assume jurisdiction. 

Rather, the factors simply illustrate the concept of fundamental 

fairness, which must be considered in each jurisdictional analysis. 

Gates Learjet Corp. v. Jensen, 743 F.2d 1325, 1332 (9th Cir. 1984), 

cert. denied, 471 U.S. 1066 (1985). 

Furthermore, because Simmons has demonstrated that Wells Fargo 

purposefully directed its activities toward this state, a 

presumption that the exercise of jurisdiction is reasonable has 

arisen. Wells Fargo must therefore present a compelling case 

establishing that jurisdiction is unreasonable. Brand, 796 F.2d 

at 1074. Wells Fargo has failed to meet its burden. 

First, as we have already noted, Wells Fargo engaged in 

extensive activity directed toward this state. It loaned Simmons 

large sums of money to be used in the operation of a Montana 

refinery, exercised control of the refinery, executed agreements 

invoking Montana law and received Simmons1 share of the 

15 
distributions from the refinery. Considering the extent of these 

contacts, we hold that Wells Fargo purposefully interjected itself 

into this state and is subject to Montana's long-arm jurisdiction. 

Second, Wells Fargo will not be greatly burdened by defending 

this action in Montana. It appears that Simmons could have 

properly brought this case in either California or Texas, in 

addition to Montana. Therefore, even if Montana were to reject 

jurisdiction, Wells Fargo might very well be forced to defend the 

case outside of its state of residence and its burden of defending 

the action would not be any less. 

Third, Montana can provide as efficient a resolution of the 

controversy as either of the alternate forums. It appears that the 

witnesses and evidence are spread among the states of Montana, 

Texas, Arizona, California and New Mexico. Thus, it is hard to 

definitively state that jurisdiction would be most efficiently 

exercised in any one particular state. Fourth, Wells Fargo has 

failed to allege any conflict with the sovereignty of California, 

its state of residence. 

Finally, Montana has an interest in adjudicating the dispute 

because the outcome of the litigation may have an impact on the 

ownership of a refinery located within the state. Furthermore, 

Montana is interested in protecting and regulating the conduct of 

parties who do business within the state, even if the parties are 

not residents of the state. 

In sum, we hold that the state of Montana may properly 

exercise jurisdiction over Wells Fargo. It is not unreasonable to 
subject Wells Fargo to the jurisdiction of this state in light of 

the fact that Wells Fargo purposefully availed itself of the 

benefits and protections of Montana laws by transacting business 

in the state and the fact that the claims alleged by Simmons arose 

from Wells Fargo's transaction of business here. 

Jurisdiction Over Holly. We now turn to the question of 

jurisdiction over Holly. Like Wells Fargo, we hold that Holly may 

properly be subject to the jurisdiction of the courts of this state 

under the theory of specific jurisdiction. 

Holly transacted business in the state within the meaning of 

Rule 4B(l)(a), M.R.civ.P. Holly entered into an agreement to 

create Montana Refining, a Montana partnership; loaned money 

directly to Montana Refining; and guaranteed loans on behalf of 

Montana Refining. All of these transactions were agreed to be 

governed by Montana law and subject to venue in Montana. Pursuant 

to its loan agreements with Montana Refining, Holly filed UCC 

financial statements in Montana. 

The partnership agreement and the loan agreement provided 

Holly with the right to monitor, at least on a limited basis, the 

operations of Montana Refining. Specifically, the partnership 

agreement gave Holly the discretion to determine when certain 

process supplies could be used for production and the loan 

agreement gave Holly the power to authorize plant or fixed capital 

expenditures in excess of $200,000. In addition, Holly directly 

intervened on Montana Refining's behalf on at least one occasion 

when, in 1987, it contacted Wells Fargo to obtain approval for a 
capital expenditure project. 

Following the 1988 sale of Simmons1 debt, Wells Fargo 

transferred its security interests in Montana Refining property to 

Holly and Holly recorded those interests in Montana. After the 

1988 debt transaction, Holly represented in its financial 

statements that it ''effectively acquired the limited partner's 

[SRC1s] 50% interest in Montana Refining for the foreseeable 

future . 

Holly's contacts with Montana constitute the transaction of 

business within the meaning of Rule 4B(1) (a), M.R.Civ.P. They also 

demonstrate that Holly purposefully availed itself of the benefits 

and protections of Montana law. Holly voluntarily stepped outside 

of the protection of its own jurisdiction and took affirmative 

steps to conduct business affecting Montana. It also invoked the 

laws of Montana to protect its own interests. In light of these 

actions, Holly should reasonably have anticipated being haled into 

court in this state. 

For the reasons we stated in our analysis concerning Wells 

Fargo, the causes of action alleged by Simmons arise out of Holly's 

forum-related activities. Simmons1 claims rest upon allegations 

of bad faith and breach of fiduciary duty. In order to determine 

the validity of these claims, the relationship between Simmons and 

Holly must be examined. Because the relationship between the 

parties centers upon their involvement in the Black Eagle Refinery, 

the claims of bad faith and breach of fiduciary duty arise out of 

Holly's forum-related activities. 
Again for the same reasons as those used in our earlier 

discussion concerning Wells Fargo, jurisdiction over Holly would 

be reasonable in this case. Even if we decline to exercise 

jurisdiction, Holly may have to travel outside of Texas, its state 

of residence, to California to defend this action. Considering the 

convenience of modern travel, it is no more burdensome on Holly to 

litigate this action in Montana than it is to litigate in 

California. 

As we have already stated, Montana can provide as efficient 

a resolution to this controversy as the alternate jurisdictions. 

Furthermore, Montana has an interest in litigating disputes between 

parties conducting business in the state when that dispute affects 

property located in this state. 

Holly has failed to present a compelling case that subjecting 

it to jurisdiction for causes of action arising from business 

transacted in this state would be unreasonable. Due process will 

not be offended by the exercise of jurisdiction over this 

defendant. 

Reversed and remanded for further proceedings consistent with 

this Opinion. 

We Concur: 

Chief Justice 
Justices 
Justice Diane G. Barz, dissenting. 

I respectfully dissent from the majority opinion. I would 

affirm the District Courtls conclusion that there is no general or 

specific jurisdiction over Wells Fargo and Holly in Montana. Now 

the Eighth Judicial District Court is faced with yet another 

complex case to handle in an inadequately funded and overburdened 

system involving an out-of-state corporate plaintiff and two outof-state corporate defendants. 

The plaintiffst complaint is predicated on the defendants1 

alleged tortious acts resulting from a 1988 purchase agreement 

wherein Wells Fargo sold the plaintiffs1 debt of over $24 million 

to Holly. Wells Fargo is a California bank and Holly is a Texas 

corporation. The contract was negotiated and executed in Texas. 

Prior to the debt purchase, the plaintiffs were involved in 

discussions in Arizona. 

At the time the complaint was filed, Wells Fargo had no 

assets, property, offices, agents, representatives or employees in 

Montana. Furthermore, at the time of filing of the complaint all 

of their recorded security interests had been transferred. The 

plaintiffs cannot satisfy the requirements of Rule 4B and do not 

satisfy the three-part due process analysis of Simmons v. State 

(1983), 206 Mont. 264, 271, 670 P.2d 1372, 1376. 

As the Court noted in Simmons, 670 P.2d at 1380: 

Interstate communication is an almost 

inevitable accompaniment to doing business in 

the modern world, and cannot by itself be 

considered a tlcontactll for justifying the 

exercise of personal jurisdiction. 
The few phone contacts and mailings of Wells Fargo after 1985 do 

not provide crucial minimum contacts. The claims of the plaintiffs 

in its complaint do not arise out of Wells Fargo1s Montana 

contacts. The complaint alleges that defendant Wells Fargo refused 

to provide the plaintiffs with an opportunity to repurchase the 

debt on the same terms as Holly. The rationale that these claims 

purportedly arose while Wells Fargo llcontrolledw the Montana 

refinery in 1983 and 1984 is irrelevant. Finally, it is the 

plaintiffs1 burden to demonstrate that jurisdiction over Wells 

Fargo is reasonable. According to the assertion of Wells Fargo 

there is not one witness in Montana, all witnesses are located 

elsewhere. 

The Montana courts also do not have specific jurisdiction over 

Holly in light of the plaintiffs1 complaint. The complaint does 

not establish that any of the claims arose out of Holly doing 

business in Montana, fails to allege any tort that Holly committed 

accrued in Montana and fails to establish that Holly itself owns 

any Montana property. Finally, this action filed by the plaintiffs 

has a strong suggestion of forum-shopping for a friendly Montana 

jury receptive to its claims and should not be allowed to proceed 

in the courts of this State. 

# Justice