### IN THE COURT OF APPEALS OF TENNESSEE AT NASHVILLE
HELEN CHASE v. ROGER SPR INGER
Direct Appeal from the Circuit Court for Davidson County No. 95C-2190 Walter C. Kurtz, Judge

No. M1999-01038-COA-R3-CV - Decided June 22, 2000

This is an appeal from summary judgment rendered in favor of the de

fendant in an ac

tion to enforce
a California judgme

nt pursuant to Tennessee Code Annotated section 26-6-101 et seq. Plaintiff attemptedto amend in order to assert breach of contract when

Defendant answ

ered the petition

with a contest of in personam jurisdiction of theCalifornia court in the underlying judgment. The trial court ruled that California lacked in personam jurisdiction and the propos ed breach of contract amendment

to the petition was denied. Plaintiff appeals and we affirm the judgment of the trial court. Tenn. R. App. P. 3 Appeal as of Right; Judgment of the Circuit Court Affirmed and Rem

anded

C AIN , J., delivered the opinion of the court, in which KOCH and C OTTRELL , JJ., joined. Michael M. Castellarin, Nashville, Tennessee, for the appellant, Helen Chase. Donald Capparella, Nashville, Tennessee, for the appellee, Roger Springer.

OPINION

This appeal arises from an attempt to enfor ce a foreign judgment. On July 11, 1995, Appellant Mrs. Chase filed her petition pursuant to Tenn. Code Ann. §§26-6-101 et seq., to enforce
a judgment entered by the Superior Court of California in the amount of $87,642.00. That judgment
was entered March 2

4, 1993. The petitio

n lay dorman

t for two yea

rs i n Davidso n County Circu it Court until Mrs. Chase

eventually effected service on Mr. Springer, who answered her petition on October 20, 1997, and alleged that the California court

lacked personal jurisdiction over him so as to warrant full faith and credit under the United States Constitution and enforc ement under the Tennessee statutes. On Marc h 17, 1998, Mrs. Chas

e moved to

amend her petition to allege a breach of contract claim which served as the subject of the California default judgment. On April 14 of

that year, the trial court denied that motion. Despite Mrs. Chase’s argument that the amendment shou

ld relate back to the time of the filing of her o riginal pet ition, the trial court found that her original-2-

filing did not constitute a “pleading” sufficient for relation under Tenn. R. Civ. P. 3 and 15.03. Thus the trial court found her breach of contract claim to

be time barred. O

n April 5, 1999, Mr. Springer moved for summary judgment, alleging that under Tenn. R. Civ. P. 56, no genuine issue of material fact existed and he was entitled to judgment on his claim that the California court lacked personal jurisdiction over him. For her part Mrs

. Chase renewed her motion to amend and filed a motion for summary judgment on her original enforcement petit ion. In a lengthy memorandum and order, the trial court denied Mrs. Chase’s motions and entered summary judgment on behalf of Mr. Springer. From these adverse actions of the trial court Mrs. Chase appeals.

The standard of review is clear in appeals such as the one at bar. No presumption of correctness

attaches to

decisions gran

ting summary

judgments beca

use they invo

lve only questions of law

. Hembree v. State, 925 S.W.2d 513, 515 (Tenn. 1996). Thus, on appeal, wemust make a fresh determination concerning whether or not the requirements of

Tenn.R.Civ.P. 56 hav

e been met. Hill v. City of Chattanooga, 533 S.W.2d 311, 312 (Tenn. Ct. App.1975). In our inquiry we consider the pleadings and th

e evidentiary

materials in a light most favorable to the motion's opponent, and
we must draw all rea

sonable inferences in the opponent's favor. See Cowden v. Sovran Bank/Central South, 816 S.W.2d 741, 744 (T enn.1991); see also Byrd v. H all, 847 S.W.2d 208 (Tenn.1993).

The trial court

found that the California court lacked personal jurisdiction over Mr. Springer. Personal jurisdiction is a

fact-sensitive c

reature. For th

e purposes of this

inquiry only, Mr. Springer disputes none of those

facts urged by

Mrs. Chase to

support personal j urisdiction in the Ca lifornia Superior C ourt. T hus, under the standard of review, we take as established all of the facts alleged by Mrs. Chase in the action to enfor ce, d isregarding all countervailing evidence, to determine whether those facts entitle Ms. Chase to survive summary judgment. See Byrd v. Hall, supra, at 211. Tenn. R. Civ. P. 56.03.

Of the facts alleged in Ms. Chase’s affidavit in t h e California court, the following are pertinent to the question of personal jurisdiction:

1. In May o

f 1990, in Oklahoma, Mr. Springer entered into an or

al agreement w

ith Ms. Chase whereby Ms. Chase would act as Mr. Springer’s manager to develop, promote and advance his career.

2. Consistent with this

agreement, Mrs. Chase allegedly promised to adva nce monies on Mr. Springer’s behalf for the purpose of advancing and promoting his care er. 3. These advances made on Mr. Springer’s behalf , total $87, 642 and include, inter alia :

a. In June of 1990,

$14,700 paid on Mr.

Springer’s beh

alf to Amythest Studi

o in Oklahoma b. From June of 1990 to November of 1990, hotel expenses in the amount of $5291 c. From May of 1990 to April of 1991,1 Despite alleging in her or

iginal affidavit t

hat Mr. Chase

caused her to move to California, Mrs. Chase states in her

deposition that the move to California from Oklahoma was her choice made in response to Mr. Emmett Munley’s offer of a management position in a bingo house in California.
-3- 1. restaurant expenses by credit card totaling $1775.85 2. clothing, elect

rical equipment,

flowers, kit

c hen supplies, and pharmacy totaling $8639.10 3. auto expenses totaling $2752.04 d. Cash ad va nces via credit card in the amount of $2,900 between October and November of 1990;
e. $2500 paid to Mr. Springer from Emmett Munley, paid f rom Nevada. f. The sum of $500 dollars paid by wire transfer from Western Union in California in December of 1990, and g. $36,178.40 in moving expenses incurred by Mrs. Chase in he r October 1990 move from Oklahoma to California. 1

3. Shortly after

this agreement was reached, Mr. Springer moved to Nashville, where he lived and incurred a large portion of the miscellaneous expenses allege

d via credit card issued in the name of Mrs. Chase’s husband Joseph.

In addition to the above facts, it is undisputed that Mrs. Chase, thro ugh her supervisor Emmett Mun ley, secured legal counsel for Mr. Springe r. This att orney, Howard R ootenberg, negotiated a contract between Mr. Sprin

ger and MCA rec

ords. That contra

ct lists as a party

Mr. Springer “c

/o Howard Rootenberg, 120

El Camino, Suite 210, B everly Hill s CA 90202.” The exe

cution of this agreement

occurred in Ten

nessee. Mrs. Chas

e was not a party

to that contract.

It is undisputed that Mr. Springer made no general appearance to defend the Ca lifornia action. Although Tennessee courts are required to give full faith and cr edit to val id foreign judgments,those foreign decrees are still subject to attack where, for instance, the forum state

lacks personal jurisdiction over the Defendant. See Biogen Distrib., Inc. v. Tanner , 842 S.W.2d 253, 256 (Tenn. Ct. App. 1992); Art. IV §1 U.S. Const; Tenn. Code Ann. §26-6-204(c). In challeng ing the foreign judgment, the respondent must show that the court lacked jurisdiction under the law of the state where the judgment was rendered. See Four Seasons Gardening & Landscaping, Inc. v

. Crouch, 688 S.W.2d 439, 442 (Tenn. Ct. App.1984).

California

exercise d jurisdiction allegedly in accordance with the state’s long-a rm statute. See Cal. Civ. Code §410.10 (W est 1999). This statute authorizes the exercise of personal jurisdict ion to the full extent permissible under the United States Constitution. Thus California’s personal jurisdic

tion law closely

tracks its feder

al counterpart. According to the

California Suprem

e Court:-4-

A state court’s assertion of personal jurisdiction over

a nonresident defendant who has not been served w

ith process

within the state co

mports with the requirements of the due process clause of

the federal Constitution if the defendant has such minimum contacts with the state

that the assertion of jurisdiction does not violate “‘traditional notions of fair play and substantial justice.’”

Vons Companies v. Seabest Foods, Inc., 926 P.2d 1085, 1091 ( Ca l. 1996)(quoting In ternational Shoe Co. v. Washington, 326 U.S. 310, 316, 66 S. Ct. 154, 158,90 L.Ed. 95 (1945).) In his extensive Memorandum Opinion the trial court reasoned;

In Helicopteros Naci

onales De Colombia v

. Hall , 466 U.S. 408 (1984), the court refined personal jurisdiction into specific jurisdiction and general jurisdiction. The court ex plaine d that when a controversy is related to or arises out of a defendant’s contacts with the forum state, the forum exercises specific jurisdiction
over th e defendant. The court also explained that a court can exercise personal jurisdiction over a defenda nt whose contacts with the forum state do not relate to the cont rov ers y, but rather consti

tute continuous and

systematic g

eneral conta

cts with th e forum. This is [sic] type of personal jurisdiction is referred to as general jurisdiction.

In Helicopteros , the families of four (4) U.S. citize

ns filed a wrong

ful death suit against Helicopteros Nacionales De Colombia (hereinafter “He licol ”), a Colombian corporation, stemming from a helicopter crash in Peru. It was conceded by all sides that the controversy did not arise out of

any of Heli

col’s activities in Texas. Therefore, the cou rt addressed whether Texas could assert general jurisdiction over Helicol. Helicol did not have a place of business in

Texas and was notlicensed to do busin

ess there . However, Helicol’s chief executive officer had traveled to Houston for contract negotiations. Helicol had purchas ed helicopters, equipment, and training services on a regular basis from Bell Helicopter, a Tex as corporation, for substantial sum s of money. He

licol sent personn

el to Forth Worth for training by Bell He

licopter. Finally, Helicol had accepted in its bank account checks drawn on a Houston bank.

The court ruled that th

ese contacts did n

ot reach th

e level con tinuous and systematic

contacts such that jurisdiction in Texas would be reasonable and just. Id. at 415-16. The single trip to Houstonby the chief executive officer was clearly not continuous and systematic. In d isco unting the origin of the check accepted by Helicol, the court reiterated that the unilateral activity of another party is irrelevant to an examination of a defendant’s contacts with a forum. Finally, the court held that the helicopters, equ

ipment, and trainin

g services pur

chased from Be

ll Helicopter in Texas, e ven on aregular basis, was simply not enough to warrant persona l-5-

jurisdiction [to] Helicol in a cause of action unrelated to those purchase transa

ctions. Id . at 418.

While the U.S. Supreme Court has continued to refine and clarify the

limits of state court jurisd

iction over out of s

tate defendants , the cases above leave no doubt
as to the appropriate outcome of this case. This is not a case of specific jurisdiction. The controversy

does not relate to

nor arise out of any of

the Mr. Springer

s’s contacts withCalifornia. Ms. Chase’s cause of action is a claim for breach of a c ontract allegedly negotiated and entered into in Oklahoma. As par t of the con tract, Ms. Chase paid certain expenses for Mr. Springer. Mr

. Springer incur

red these expenses while he was in Oklahoma and Tennessee.

Mr. Springer ha

d no contact with California

regarding this oral contract. The plaintiff’s argument tha t because Mr. Springer incurred expenses which were paid by Ms. Chas e after she move d to California is erroneous. See Hanson; See Kulko; See Helicopteros

. In or der for the California court to have validly exercised persona l jurisdictio

n over Mr. Springer, he must have had continuous and sy

stematic gener

al contacts with the forum such that the

exercise of general jurisdiction would not offend due process. Ms. Chase asserts that Mr. Springer’s recording contract with MCA Reco rds , a California

corporation, and h is re lationship with Howa rd Rootenberg,

a California att orn ey, establish the required continuous and systematic contacts. When examined in light of U.S. Supr

eme Court prece

dent, the argum

ent fails.

In Helicopteros , Helicol regular l y purchased helicopters, equipment and training services from Bel l Helic opters, a Texas co mpany. Heli

col even sent its employeesto Texas for trainin g. The court he

ld that these contac

ts did not establish general jurisdiction. In the case at hand, Mr. Springer did enter a recording contract with a California corporation. However, the contract was negotiated

and signed in Tennessee. Pursuant to the contra ct, Mr. S pringer agr eed to record mus

ic in Tennessee. Mr. Springer’s a ttorney, Mr

. Rootenberg, wa

s only hired t

o negotiate a music recording contract. He traveled to Tennessee to meet with Mr. Springer and nego tiate the contract. Mr. Springer’s contacts with California are not nearly as continuous and s ystematic a s Helicol’s were

with Texas, and ther

efore they would not support the assertion of general jurisdiction by California.

Ms. Chase also asserts that the [sic] her injury in California was foreseeable, andthat Mr. Springer

knew that she had moved when he continued to incur expenses which she paid. The plai

ntiff’s logic

mirrors that

which was rejected in World-Wide Volkswagen

. The test of fores eeability is not whether Mr. Springer could foresee that Ms. Chase could move to California. She c ould have moved anywhere, much the
sameas how an Audi could be driven from New York to Oklahoma or anywhere else. Foreseeability

refers to whether

the d efendant could have reasonably anticipated being ha[u]led into court there.-6-

The logic of the trial court reasoning is compelling under Helicopteros Naci onales De Colombia S.A., et al. v. Hall

, 466 U.S. 408; 104 S.Ct. 1868; 80 L.Ed.2d 404 (1984). Despite the lack of a

forum’s “general jurisdiction,” a defendant may still be subject to the st ate’s “ specific” personal jurisdiction if the defendant has purposefully availed itself of f orum benefits. However, fo r specific jurisdiction to lie, the controversy

involving the def

endant must “arise out of” those contacts with the forum. See Vons, at 1092 (quoting Burger King v. Rudc ewicz, 471 U.S. 461, 473-4, 105 S.Ct. 2174, 2182-3, 85 L.Ed.2d 528 (1985).)

The above facts do not establish a genuine issue as to whether the California Superior Court hadjuris dicti on ove r Mr. S pring er. In essence, if there was an agreement, it was for Mr. Springer to pursue a musical career with Mrs. Chase’s financial backing. Accordi ng to Mrs. Chase’s allegations,

in her contractual arrangement with M r. Springer, she was cast in the active role, advancing monies and reimbursing for expenses incurred by Mr. Spring er in the pu rsuit of his musical career. The bu

lk of this pursuit c entered around Oklahoma and Tennessee through Mr. Springer’s activities in those states, not through Mrs. Chase’s payment of h er credit card

bills. These expenses include the $500 dollars wired to Mr. Springer from California. This payment exemplifies the problem inherent

in Mrs. Chase’s ar

gument. The facts in the record show no activity on the part of Mr. Springer in the Forum state. Rather they show his passive receipt of be nefits directed

at him in Oklahoma and Ten

nessee from seve

ral points of conta

ct inCalifornia, Oklahoma and elsewhere. The vast majority of expenses incurred have no conn ection with California. The majority of the
c redit card charges were actually incurred outside the state. They only obtained a co nnection t o California

through Ms. Chase’s activity, i.e. paying the statement. Mrs. Chase’s relocation expenses
were actually incurred at her own instance. Even if they had not been so incurre

d, there is nothing in the record to show that she ever acted at Mr. Springer’s direction in California. No active bookings took place in California. To urge that such a relationship would subject Mr. Springer to the power of a forum foreign to him offends the very notions of fair play and substantial justice which circumscribe the exercise of a court’s jurisdiction in personam

. M rs. Chase argues that Mr. Rootenberg’s activities in California establish Mr. Springer’ s presencein the state. Howe ver, there is no pr

oof in the record to suggest that Mr. Rootenberg ever acted on behalf of Mr. Springer. Although Mr. Rootenberg aided in the negotiation of a short-lived contract withMCA Records, the bulk of these activities including execution of the agreement took plac e in Tennessee . From our de novo review, we find i

t clear that Mr. Sp

ringer’s conta

cts with California

fall well short of t

he type of w

ide ranging sy

stematic activity

which would substitute for his physical presence in the state.

Mrs. Chase arg ues in the alterna tive that Mr. Spring

er is still subject to

the specific jurisdiction of California by virtue of Mr. Rootenberg. She urges that the controversy concerning their alleged agreement springs directly out of the MCA contract neg oti ations. Mr. Rootenberg pursued no a cti vit y i n California out of which a controversy could arise. The MCA contract negotiationand execution took plac e in Tennessee. Thus California lacks specific personal jurisdiction over M

r. Springer. I

n the absence of

that jurisdiction Mr

s. Chase’s petition

fails.-7-

The issue concerning

Mrs. Chase’s motion to amendher complaint is best characterized by the trial court as

follows: The plaintiff has

also filed a motion f

or leave to file

an amended

complaint in order to include the underlying breach of contra ct claim with t he peti tion to enforcethe California judgment. When plaintiff filed this motion previously, it was denied. The Court ruled tha t the proposed ame

nded complaint cou

ld not relate back to the filing of

the original petition, because a petition to enforce a foreign judgment is not a p leadi ng or complaint sufficient to toll the statute of limitations as contemplatedby

T.R.C.P. 3 orT.R.C.P. 15.03. Without the relation back, the breach of contract claim would have been b arred by the six (6) year statute of limitations cont ained in Tenn. Code Ann. §28-3-109. As the breach of contract claim was barred, the amended complaint was futile.

Mrs. Chase’s first motion to amend her petition to reflect a complaint for breach of contract
w as filed on March 17, 1999, a full five months after Mr. Springer had filed his answer allegin g California’s l ack

of personal jurisdiction. Amendments to pleadings should be generally gr anted. See Tenn. R. Civ. P. 15.01; Harden v. Danek Medical, Inc., 985 S.W.2d 449, 454 (Tenn. Ct. App. 1998). However, when a motion to amend is filed after resp onsive pleadings have been filed, the decision to grant or refuse such motion rests within the sou

nd discretion of th

e trial court, an

d will notbe overturned absent an abuse of that discretion or a resulting injustice. Ibid.; see also Fann v. City of Fairview, 905 S.W.2d 167, 174(Tenn. Ct. App. 1994); Wilson v. Ricciardi, 778 S.W.2d 450, 453 (Tenn. Ct. App.1989).

As this Court stated in Harden :
Factors the trial court should consider when deciding whether

to allow amendment

s include "undue delay

in filing; lack of noticeto the opposing party; bad faith by the moving party, repeated failure to cure deficienc ies by previous amendments, undue prejudice to t he o ppo sin g par ty, and futility of amendment." Merriman v. Smith, 599 S.W.2d 548, 559 (Tenn.App.1979). Harden v. Danek Med. Group, supra, at 454.

This record reveals that despite her knowledge that Mr. Springer resided in Tenne ssee, and despite the possible availability of remedy in Tennessee andOklahoma

as early a s 1991, Mrs. Chase chos e to sue in California, filing her complaint in August of 1992. After successfully obtaining a default judgment in 1993, she allowed that judgment to languish for two years before filing for enforcement

in Ten nesse e. The enforce ment action in turn l

ay dormant f

or yet anoth

er year un til service was effected on Mr. Springer. Although the trial court questioned the nature of a petition for enforcement under Rules 3 and 15.03, when this ruling is viewed in the above context with the criteria listed in Harden , we cannot-8-

find an abuse of discretion. To allow amendment of the ori gina l petition would be to grant the holder of an invali d foreign ju dgment supe rior rights over a plain tiff who th rough simple negligence allowedthe statutory period to run. In each case the cause would otherwise be time barred. In the former, as in the

case at bar, man

ifest injustice wou

ld result.

The judgment of the trial court is affirmed for reasons stated herein and costs are assessed against Helen Chase.