*

 This order and judgment is not binding precedent, except under the doctrines of

law of the case, res judicata, and collateral estoppel. The court generally disfavors the

citation of orders and judgments; nevertheless, an order and judgment may be cited under

the terms and conditions of 10th Cir. R. 36.3.

UNITED STATES COURT OF APPEALS

Filed 3/20/96

TENTH CIRCUIT

 

CUDD PRESSURE CONTROL, INC., )

)

Plaintiff-Counter-Defendant-Appellee, )

) 

vs. ) No. 95-6263

) (D.C. No. CIV-94-1127-R)

STANLEY P. CORNELIUS, doing business as ) (W.D. Okla.)

Stanley P. Cornelius, doing business as Stan )

Cornelius Company, Inc., individually; LALA )

ARNOLDOINA CORNELIUS, doing business )

as Stanley P. Cornelius, doing business as Stan )

Cornelius Company, Inc., individually; )

STANLEY P. CORNELIUS ENTERPRISES )

CONSORTIUM USA, )

)

Defendants-Appellants, )

)

and )

)

STAN CORNELIUS COMPANY, INC., )

)

Defendant-Counter-Claimant-Appellant. )

 

ORDER and JUDGMENT*

 

Before ANDERSON, TACHA, and BALDOCK, Circuit Judges.

 
2

Defendants Stanley P. Cornelius, Lala Arnoldoina Cornelius, Stanley P. Cornelius

Enterprises Consortium USA, and Stan Cornelius Company, Inc., appeal the district

court’s order denying their motion to dismiss the complaint of Plaintiff Cudd Pressure

Control, Inc. (“CPC”) for lack of personal jurisdiction. We exercise jurisdiction under 28

U.S.C. § 1292(b) and affirm.

I.

The record before us reveals the following facts. Plaintiff CPC, a corporation

organized under the laws of Delaware, is engaged in the business of controlling and

restoring production to oil and gas wells. CPC’s headquarters and principal place of

business is in Woodward, Oklahoma. Bobby Joe Cudd, President of CPC, directs CPC’s

seventeen offices from CPC headquarters in Woodward, Oklahoma. 

Defendant Stan Cornelius Company, Inc., (“SCI”), is a Nevada corporation

engaged in the business of oil and gas production in Uzbekistan--a republic of the former

Soviet Union located in South-Central Asia--along with a related entity, Stan Cornelius

Enterprise Consortium, USA. Stanley P. Cornelius is the President of SCI. 

In early April 1992, Gary Tumlinson, an associate of Mr. Cornelius, telephoned

Mr. Cudd in Woodward, Oklahoma. Mr. Tumlinson told Mr. Cudd that an oil well that

SCI was operating in Uzbekistan had “blown out” and was on fire. Mr. Tumlinson

inquired about hiring CPC to control the well. Shortly thereafter, Mr. Cornelius,

President of SCI, telephoned Mr. Cudd in Woodward, Oklahoma from Uzbekistan and
3

asked if CPC would travel to Uzbekistan to control the oil well blowout and fire. Over

the next few days, Mr. Cornelius and SCI contacted Mr. Cudd and CPC in Woodward,

Oklahoma numerous times by telephone and facsimile, and negotiated terms under which

CPC would provide its well control services for SCI in Uzbekistan. After many

telephone and facsimile contacts between Oklahoma and Uzbekistan, Mr. Cudd and Mr.

Cornelius formed an oral agreement wherein SCI agreed to pay CPC to deliver equipment

and personnel to Uzbekistan from Oklahoma to control the blowout and fire. 

Mr. Cudd made arrangements in Oklahoma to fulfill CPC’s obligations under the

oral agreement. Mr. Cudd obtained the assistance of the Oklahoma Governor and United

States Senator Boren to arrange U.S. Air Force transport from Houston to Uzbekistan for

CPC personnel and equipment. During this period, Lala Arnoldoina Cornelius, wife of 

Mr. Cornelius and a corporate officer of SCI, contacted Mr. Cudd and other CPC

personnel in Oklahoma by telephone and facsimile numerous times. 

CPC equipment reached Uzbekistan from Oklahoma and Houston on April 11,

1992. CPC personnel arrived in Uzbekistan on April 13, 1992. In Uzbekistan, Mr.

Cornelius signed an Equipment and Service Order in which he acknowledged that CPC

personnel and equipment traveled to Uzbekistan from Oklahoma at SCI’s request. 

On May 5, 1992, the oil well “bridged over” and stopped flowing on its own. CPC

did not cause the flow to cease. Most CPC personnel returned to Oklahoma, and the

equipment remained in Uzbekistan. Mr. Cudd and Mr. Cornelius executed a written
4

“General Agreement” before Mr. Cudd left Uzbekistan and returned to Oklahoma. The

General Agreement provided that CPC had sent equipment and a crew to Uzbekistan

“pursuant to an oral agreement” and that CPC “had satisfied all its obligations under the

oral agreement.” SCI promised to pay CPC $3,385,738.27 for services rendered. The

General Agreement further provided that it was “governed by and construed under the

laws of the State of Oklahoma, USA.” 

After CPC returned to Oklahoma, SCI telephoned and faxed letters to CPC in

Oklahoma many times, and assured CPC that SCI would pay CPC the $3,385,738.27 due

under the General Agreement. Further, Mr. Cornelius traveled to Oklahoma at least three

times and met with Mr. Cudd and CPC personnel to discuss potential business ventures. 

Ultimately, SCI paid CPC only $1,500,000.00 of the $3,385,738.27 due under the General

Agreement.

II.

CPC filed the instant diversity action against SCI in the Western District of

Oklahoma and asserted breach of contract, unjust enrichment, and conversion claims

against SCI. SCI moved to dismiss CPC’s complaint for lack of personal jurisdiction

pursuant to Fed. R. Civ. P. 12(b)(2). The district court conducted an evidentiary hearing

on the motion to dismiss, and made specific findings of fact. Based on the facts

summarized above, the district court concluded that SCI, through Mr. Cornelius,

purposefully established minimum contacts with Oklahoma by initiating contact with
5

CPC, placing numerous telephone calls and sending faxes to CPC, and inducing CPC to

leave Oklahoma on the representation that it would be paid for doing so. Further, the

district court determined that the oral agreement between CPC and SCI, memorialized in

the General Agreement, constituted a substantial connection between SCI and Oklahoma,

insofar as it created a continuing obligation between SCI and CPC, a corporation with its

principal place of business in Oklahoma. Finally, the court noted that CPC’s injuries

arose out of SCI’s purposeful contacts with Oklahoma, and that the Oklahoma choice of

law provision in the General Agreement should cause SCI to anticipate the possibility of

being haled into court in Oklahoma. Consequently, the district court denied SCI’s Rule

12(b)(2) motion to dismiss CPC’s complaint. The district court amended its order

pursuant to 28 U.S.C. § 1292(b), and SCI appealed.

SCI argues the district court erred in denying its Rule 12(b)(2) motion to dismiss

CPC’s complaint for lack of personal jurisdiction. SCI contends that the district court’s

exercise of personal jurisdiction contravenes the Due Process Clause of the Fourteenth

Amendment because SCI had insufficient minimum contacts with Oklahoma to support

personal jurisdiction. 

III.

We review the district court’s determination on a motion to dismiss for lack of

personal jurisdiction de novo, and review findings of fact made after an evidentiary

hearing for clear error. Federal Deposit Ins. Corp. v. Oaklawn Apartments, 959 F.2d 170,
6

173 (10th Cir. 1992). The plaintiff has the burden of establishing jurisdiction when the

defendant contests the court’s jurisdictional authority. E.g., Wenz v. Memery Crystal, 55

F.3d 1503, 1505 (10th Cir. 1995). 

The law of the forum state determines the jurisdiction of a district court sitting in

diversity over a nonresident defendant. Fed. R. Civ. P. 4(e); Rambo v. American

Southern Ins. Co., 839 F.2d 1415, 1416 (10th Cir. 1988). A plaintiff must satisfy the

requirements of the forum state’s long-arm statute as well as the federal constitution to

establish personal jurisdiction. Equifax Servs., Inc. v. Hitz, 905 F.2d 1355, 1357 (10th

Cir. 1990). Oklahoma’s long-arm statute provides:

A court of this state may exercise jurisdiction on any basis consistent with

the Constitution of this state and the Constitution of the United States.

Okla. Stat. tit. 12, § 2004(F). Thus, Oklahoma’s long-arm statute jurisdiction is

coextensive with the constitutional limitations imposed by the Due Process Clause of the

Fourteenth Amendment to the United States Constitution. Kennedy v. Freeman, 919 F.2d

126, 128 (10th Cir. 1990). If jurisdiction is consistent with the Due Process Clause,

Oklahoma’s long-arm statute authorizes jurisdiction over a nonresident defendant. Id. 

The general constitutional test for personal jurisdiction is well-established. A

federal court sitting in diversity “may exercise personal jurisdiction over a nonresident

defendant only so long as there exist ‘minimum contacts’ between the defendant and the

forum State.” World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 291 (1980)

(quoting International Shoe Co. v. Washington, 326 U.S. 310, 316 (1945)). The
7

defendant’s contacts with the forum state must also be such that maintenance of the suit

“does not offend traditional notions of fair play and substantial justice.” International

Shoe, 326 U.S. at 316. A defendant’s contacts are sufficient if the defendant

“purposefully avails itself of the privilege of conducting activities within the forum

State.” Hanson v. Denckla, 357 U.S. 235, 253 (1958). Jurisdiction may not be avoided

merely because a defendant was not physically present in the forum. Burger King Corp.

v. Rudzewicz, 471 U.S. 462, 476 (1985). Rather, telephone calls and letters may provide

sufficient contacts for the exercise of personal jurisdiction. Rambo, 839 F.2d at 1418. 

IV.

We conclude the district court properly determined it had personal jurisdiction

over SCI. Stan and Lala Cornelius purposefully directed SCI’s actions toward CPC by

initiating numerous telephone and facsimile contacts with CPC in Woodward, Oklahoma. 

After SCI contacted CPC many times in Oklahoma, Mr. Cornelius and Mr. Cudd reached

an oral agreement for CPC to provide well control services for SCI in Uzbekistan. The

oral agreement caused substantial activity in the forum state, as CPC prepared to perform

the well control services and enlisted the assistance of Oklahoma elected officials. In

response to SCI’s contacts with CPC in Oklahoma, Mr. Cudd, other CPC personnel, and

substantial equipment traveled to Uzbekistan. In Uzbekistan, Mr. Cornelius

acknowledged in writing that CPC personnel and equipment traveled to Uzbekistan at the

request of SCI. CPC and SCI executed the General Agreement in Uzbekistan,
8

memorializing the oral agreement. The General Agreement provided that Oklahoma law

governed the contract between the parties. 

Based on the numerous contacts SCI initiated with CPC in Oklahoma, the

substantial effects SCI’s actions caused in Oklahoma, and the Oklahoma choice of law

provision, SCI should have anticipated that it could be haled into court in Oklahoma for

breach of the General Agreement. In sum, SCI’s extensive contacts with CPC in

Oklahoma are sufficient for it to have had fair warning that it could be sued there. See

World-Wide Volkswagen, 444 U.S. at 297. Consequently, it does not offend traditional

notions of fair play and substantial justice to uphold the district court’s exercise of

personal jurisdiction over SCI. We therefore AFFIRM the district court’s denial of SCI’s

motion to dismiss CPC’s complaint for lack of personal jurisdiction.

AFFIRMED.

ENTERED FOR THE COURT

BOBBY R. BALDOCK,

Circuit Judge