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US Court of Appeals Click icon to view Opinion:

FOR PUBLICATION

UNITED STATES COURT OF APPEALS

FOR THE NINTH CIRCUIT

In re: PINTLAR CORPORATION; GULF
USA CORP.,
Debtors.
                                                     No. 96-36062
BERNARD GOODSON; FORD
ELSAESSAR; LOWELL FINLEY; and                         D.C. No.
JAY J. MILLER, as TRUSTEES,                           CV-96-00010-EJL
Plaintiffs-Appellees,
                                                     AMENDED
v.                                                    OPINION


DAVID J. ROWLAND; JEREMY E.
JAMES; DAVID L. HUDD; DEREK J.

MORAN,

Defendants-Appellants.


                               345


In re: PINTLAR CORPORATION; GULF
USA CORP.,
Debtors.


BERNARD GOODSON; FORD
ELSAESSAR; LOWELL FINLEY; and
JAY J. MILLER, as TRUSTEES,
Plaintiffs-Appellees,
                                                     No. 96-36063
v.
                                                     D.C. No.
                                                     CV-96-00011-EJL
DAVID J. ROWLAND; JEREMY E.
JAMES; DAVID L. HUDD; DEREK J.
MORAN,
Defendants,


and

INOCO PLC, a United Kingdom
corporation,
Defendant-Appellant.


Appeals from the United States District Court
for the District of Idaho


Edward J. Lodge, Chief Judge, Presiding

Argued and Submitted September 9, 1997
(No. 96-36062)


Submitted on the Briefs September 9, 1997*
(No. 96-36063)


Seattle, Washington
_________________________________________________________________


*The panel unanimously finds this case suitable for decision without
oral argument. Fed. R. App. P. 34(a) and 9th Cir. R. 34-4.


                               346


Filed November 3, 1997
Amended January 14, 1998


Before: Eugene A. Wright and Mary M. Schroeder,
Circuit Judges, and William W Schwarzer,**
Senior District Judge.


Opinion by Judge Schwarzer

_________________________________________________________________

SUMMARY

The summary, which does not constitute a part of the opinion of the court,
is copyrighted C 1994 by Barclays Law Publishers.
_________________________________________________________________


Bankruptcy/Litigation and Procedure

The court of appeals affirmed a judgment of the district
court. The court held that a new bankruptcy rule of personal
jurisdiction over foreign residents applies to an action pending
on its effective date if it is "just and practicable."


Appellee Bernard Goodson and other trustees of a litigation
trust brought a bankruptcy adversary proceeding in 1994
against appellants Inoco Plc, David Rowland, Jeremy James,
David Hudd, and Derek Moran (Rowland Directors) to
recover assets of debtors Gulf USA Corporation and its sub-
sidiary, Pintlar Corporation. The complaint alleged that the
Rowland Directors and Inoco had looted and wasted Gulf's
assets.


The Rowland Directors were foreign citizens who resided
outside the United States. Inoco is a publicly traded United
Kingdom corporation headquartered in England. The alleged
liabilities arose out of Pintlar's former ownership of the Bun-
ker Hill Mine in Idaho, whose operation caused environmen-
tal damage. Other claims related to medical and pension
_________________________________________________________________
**Honorable William W Schwarzer, Senior United States District Judge
for the Northern District of California, sitting by designation.


                               347


benefits of retired Idaho employees. The creditors owning
these claims were the beneficiaries of the litigation trust.


The bankruptcy court granted a defense motion to dismiss
certain claims. On appeal, the district court ruled that the
Idaho contacts of directors Rowland, Hudd and James were
sufficient to find that they purposefully availed themselves of
the Idaho forum. As to Moran and Inoco, the court determined
that allegations of conspiracy were sufficient to satisfy the
"purposeful availment" test. The court concluded that the
exercise of specific personal jurisdiction under the Idaho
longarm statute would not be unreasonable, and held them
subject to personal jurisdiction on all the trustees' claims
except one.


On appeal, the trustees asserted that personal jurisdiction
over the defendants was provided by Bankruptcy Rule
7004(f), which became effective in 1996 while the adversary
action was pending. The Rowland Directors and Inoco con-
tended that to apply Rule 7004(f) to them would prejudicially
revive claims that were otherwise barred by the prior rule,
which did not authorize personal jurisdiction over nonresi-
dents on the basis of national contacts, in the absence of statu-
tory authority.


[1] If the exercise of jurisdiction is consistent with the Con-
stitution and the laws of the United States, personal jurisdic-
tion may be obtained over nonresidents sued in proceedings
under the Bankruptcy Code who are served in conformity
with Rule 7004(a) or the applicable subdivision of Fed. R.
Civ. P. 4. [2] The threshold question was whether the new
Rule 7004(f) could be applied to an action commenced in
1994. The Supreme Court's order adopting the amended rules
states that insofar as just and practicable, they govern all
pending bankruptcy proceedings.


[3] Applying the rule to this action was plainly practicable.
Jurisdictional statutes speak to the power of the court rather


                               348


than to the rights or obligations of the parties. The presump-
tion against retroactive application of new legislation to pend-
ing cases does not apply to rules conferring or withdrawing
jurisdiction.


[4] The argument that the defendants could not reasonably
have expected being haled into court in Idaho was unpersua-
sive, since they had at least to reckon with application of the
Idaho longarm statute to their dealings affecting Idaho credi-
tors. None of the defendants offered facts to show that they
would have behaved differently had they expected Rule
7004(f) to apply, or that they were otherwise prejudiced. Also
weighing against their arguments was the policy favoring con-
solidation in a common forum of all litigation relating to a
bankruptcy.


[5] The complaint was a civil proceeding arising under the
Bankruptcy Code. [6] The defendants were served in accor-
dance with Rule 7004. Rowland contended that he was not
properly served under pre-amendment Rule 7004(e), which
states that the summons and complaint may be served as pro-
vided in Rule 4(d)(1) and (d)(3) for service in a foreign coun-
try. Rowland was served pursuant to Rule 4(i), which is made
applicable to adversary proceedings in bankruptcy under Rule
7004(a). As it was in 1990, Rule 4(i) stated that a defendant
in a foreign country could be served in any one of five speci-
fied methods. The district court correctly held the service
under Rule 4(i) to be sufficient. Its ruling was consistent with
that of other courts, finding Rule 7004(e) to be permissive,
not mandatory.


[7] The exercise of jurisdiction was consistent with the
Constitution and laws of the United States. The defendants
reached out to Gulf in the United States and forged a continu-
ing relationship with it. The alleged looting foreseeably
caused Gulf injury in the United States. The alleged injuries
arose out of the defendants' purposeful direction of their
activities toward the United States. As part of the conspiracy


                               349


to loot Gulf, Inoco purposefully interjected itself into the
United States.


_________________________________________________________________

COUNSEL

Lawrence E. Carnevale, Carter, Ledyard & Milburn, New
York, New York; John T. Mitchell, Mitchell & Mitchell,
Coeur D'Alene, Idaho, for the defendants-appellants.


Richard W. Reinthaler, New York, New York; Dianne Cof-
fino, New York, New York; Givens, Pursley & Huntley,
Boise, Idaho, for the plaintiffs-appellees.


_________________________________________________________________

OPINION

SCHWARZER, Senior District Judge:

We must decide whether the bankruptcy court had personal
jurisdiction over the defendants in this adversary proceeding
under Fed. R. Bankr. P. 7004(f) ("Rule 7004(f)"), as amended
subsequent to the commencement of this action.


I. Procedural Background

Plaintiffs, the trustees (the "Trustees") of a litigation trust
(the "Litigation Trust"), brought this adversary proceeding
against defendants David J. Rowland, Jeremy E. James, David
L. Hudd, Derek J. Moran (the "Rowland Directors") and
Inoco Plc ("Inoco") to recover certain assets belonging to
debtors Gulf USA Corporation ("Gulf") and its subsidiary,
Pintlar Corporation ("Pintlar"). The amended complaint
alleged counts for fraudulent conveyance under Bankruptcy
Code SS 544, 548 and 550, and for misrepresentation, breach
of fiduciary duties, civil conspiracy, breach of contract and
violation of Delaware corporation law. The bankruptcy court


                               350


granted defendants' motion to dismiss count II (corporate
waste and mismanagement) for lack of personal jurisdiction
but denied the motion with respect to the other counts. On
interlocutory appeal, the district court affirmed the bankruptcy
court's order as to all counts except count VI (breach of con-
tract), dismissing that count, and count II (corporate waste
and mismanagement), reinstating that count. The district court
certified its order for interlocutory appeal and we granted the
Rowland Directors and Inoco permission to appeal under 28
U.S.C. S 1292(b); the Trustees do not appeal the dismissal of
the breach of contract count.


II. Factual Background

The Rowland Directors are foreign citizens who reside out-
side of the United States. Inoco is a publicly traded United
Kingdom corporation, headquartered in England. At all rele-
vant times, the Rowland Directors were officers of Inoco and
Rowland, through intermediaries, owned a controlling interest
in Inoco. The Rowland Directors acquired control of Gulf in
1989 when Inoco, through a subsidiary, purchased 34% of
Gulf's outstanding shares. At the time, Gulf had assets
exceeding $177 million but it also had potentially large liabil-
ities. These liabilities arose out of the former ownership of the
Bunker Hill mine by Gulf's subsidiary, Pintlar. They largely
involve claims for environmental damage caused by the Idaho
operations of Bunker Hill and claims for medical and pension
benefits by its retired Idaho employees. The creditors holding
these claims are beneficiaries of the Litigation Trust.


In their complaint, the Trustees allege that the Rowland
Directors and Inoco, after taking control of Gulf, engaged in
a course of conduct to loot and waste the assets of the com-
pany. They allege that the defendants entered into a series of
transactions by which they transferred Gulf's assets into their
control. When creditors became concerned over Gulf's ability
to meet its obligations, Rowland sent a letter to former
employees of Bunker Hill in Idaho, assuring them that Gulf


                               351


would meet its obligations for employee benefits and environ-
mental clean-up, assurances alleged to be false and fraudulent.
In 1991, the Rowland Directors sold Inoco and their shares in
Gulf. In 1993, involuntary bankruptcy petitions were filed
against Gulf and Pintlar in the District of Idaho. This adver-
sary proceeding followed. In it the Trustees seek to recover
for the benefit of the Litigation Trust the assets of Gulf and
Pintlar, which they claim were looted by defendants.


The district court held that the Idaho contacts of Rowland,
Hudd and James were sufficient to find that they purposefully
availed themselves of the Idaho forum. With respect to Moran
and Inoco, the court found that, although they were not
alleged to have taken actions directed at Idaho, the allegations
of conspiracy were sufficient to satisfy the purposeful avail-
ment test. Parsing the controlling factors, the court concluded
that the exercise of specific personal jurisdiction over the
defendants under the Idaho long-arm statute would not be
unreasonable and held them subject to personal jurisdiction on
all claims other than the contract claim. We affirm, but on a
different ground.


III. Standard of Review

Plaintiffs have the burden of establishing personal jurisdic-
tion but need to make only a prima facie showing of jurisdic-
tional facts to avoid a motion to dismiss. Farmers Ins. Exch.
v. Portage La Prairie Mut. Ins. Co., 907 F.2d 911, 912 (9th
Cir. 1990). We review the record in the district court de novo
to determine whether plaintiffs have established a prima facie
case for personal jurisdiction over defendants. Omeluk v.
Langsten Slip & Batbyggeri A/S, 52 F.3d 267, 269 (9th Cir.
1995). Factual findings are reviewed for clear error. Hunt
Wesson Foods, Inc. v. Supreme Oil Co., 817 F.2d 75, 78 n.2
(9th Cir. 1987). All factual disputes are resolved in favor of
the Trustees. Lake v. Lake, 817 F.2d 1416, 1420 (9th Cir.
1987).


                               352


IV. Personal Jurisdiction under Rule 7004(f)

A. Application of the Rule to the Pending Action

[1] In 1994, when the Trustees commenced this action,
Rule 7004 did not authorize personal jurisdiction over nonres-
idents on the basis of national contacts. The rule was
amended, effective December 1, 1996,1 to add subsection (f)
which provides:


      (f) Personal Jurisdiction

       If the exercise of jurisdiction is consistent with the
      Constitution and the laws of the United States, serv-
      ing a summons or filing a waiver of service in accor-
      dance with this rule or the subdivisions of Rule 4
      F.R.Civ.P. made applicable by these rules is effec-
      tive to establish personal jurisdiction over the person
      or any defendant with respect to a case under the
      Code, or a civil proceeding arising under the Code,
      or arising in or related to a case under the Code.


Fed. R. Bankr. P. 7004(f). Thus, under the new rule, personal
jurisdiction may be obtained in proceedings under the Bank-
ruptcy Code over nonresidents who are served in conformity
with Rule 7004(a) or the applicable subdivisions of Fed. R.
Civ. P. 4 ("Civil Rule 4") so long as the exercise of jurisdic-
tion is consistent with the Constitution. See  Fed. R. Bankr. P.
7004(f) and advisory committee notes (1996 Amendments)
("[S]ervice or filing a waiver of service in accordance with
this rule or the applicable subdivisions of F.R.Civ.P. 4 is suf-
ficient to establish personal jurisdiction over the defendant.").


[2] The threshold question is whether the new Rule 7004(f)
may be applied to an action commenced in 1994. The
_________________________________________________________________
1 The district court took note of the forthcoming amendment but its order
was issued before the effective date of the amendment.


                               353


Supreme Court's order adopting the amended rules states that
they "shall govern all proceedings . . . thereafter commenced
and, insofar as just and practicable, all proceedings in bank-
ruptcy then pending." Communication from the Chief Justice,
Amendments to the Federal Rules of Bankruptcy Procedure
that Have Been Adopted by the Court, at 2, Apr. 24, 1996
(emphasis added). Application of the rule to this action there-
fore turns on whether it would be just and practicable. While
in some circumstances we would remand so that the district
court may exercise its discretion, we see no need to do so
here. Remand is not necessary where the issue has been fully
briefed on appeal, the record is clear and remand would
"impose needless additional expense and delay. . . ." Foster
v. Skinner, 70 F.3d 1084, 1089 (9th Cir. 1995) (citing
Roundtree v. United States, 40 F.3d 1036, 1040 (9th Cir.
1994)); Hoffman v. GMAC, 814 F.2d 1385, 1387 (9th Cir.
1987).


[3] This appeal is interlocutory and is limited to the issue
of personal jurisdiction. Both sides have thoroughly briefed
the issue, and applying the rule to this action is plainly practi-
cable. Defendants argue, however, that to do so would be
prejudicial because the claims against them would otherwise
be barred by the prior rule. Their reliance on Chenault v.
USPS, 37 F.3d 535 (9th Cir. 1994), is misplaced. We held
there that a newly enacted statute that shortens the applicable
statute of limitations may not be applied retroactively to bar
a plaintiff's claim that might otherwise be brought "because
to do so would be manifestly unjust." Id. at 539. This clearly
is not such a case. As the Supreme Court stated in Landgraf
v. USI Film Products, 511 U.S. 244, 274 (1994),"[w]e have
regularly applied intervening statutes conferring or ousting
jurisdiction, whether or not jurisdiction lay when the underly-
ing conduct occurred or when the suit was filed. . .. Present
law normally governs in such situations because jurisdictional

statutes `speak to the power of the court rather than to the
rights or obligations of the parties.' " See also Duldulao v.
INS, 90 F.3d 396, 399 (9th Cir. 1996) (stating that "the `pre-


                               354


sumption against retroactive application of new legislation to
pending cases . . . does not apply to rules conferring or with-
drawing jurisdiction.' " (citation omitted)); Arrowhead
Estates Dev. Co. v. United States Trustee, 42 F.3d 1306, 1311
(9th Cir. 1994) (same); Friel v. Cessna Aircraft Co., 751 F.2d
1037, 1039 (9th Cir. 1985) (stating that "when a statute is
addressed to remedies or procedures and does not otherwise
alter substantive rights, it will be applied to pending cases");
see also Driscoll v. Gebert, 458 F.2d 421(9th Cir. 1972)(hold-
ing that newly enacted California long-arm statute applied to
previously filed pending action).


[4] Defendants' argument that they could not reasonably
have expected being haled into court in Idaho is unpersuasive
since they had at least to reckon with application of the Idaho
long-arm statute to their dealings affecting Idaho creditors.
None of the defendants offer facts to show that they would
have behaved differently had they expected Rule 7004(f) to
apply or that they have been otherwise prejudiced. 2 See
McGee v. International Life Ins. Co., 355 U.S. 220, 224
(1957) (stating that defendant "had no vested right not to be
sued in California"). Moreover, weighing against defendants'
arguments is the policy favoring consolidation in a common
forum of all litigation relating to a bankruptcy in the interest
of economy and efficiency--as opposed to having the litiga-
tion dispersed across two continents.


B. Applying Rule 7004(f)

Defendants contend that even if Rule 7004(f) applies, per-
sonal jurisdiction cannot be exercised until the court deter-
_________________________________________________________________
2 In their Petitions for Rehearing, appellants argue that they did not have
an opportunity to offer facts to show "that they would have behaved dif-
ferently had they expected amended Rule 7004(f) to apply." It is difficult
to see how Rule 7004(f) might have induced them into behavior that the
long-arm statute did not. The argument, in any event, is not persuasive in
light of their failure to give any indication in their briefs or petitions what
facts they might have offered for this purpose.


                               355


mines that the defendants are "not subject to the jurisdiction
of the courts of general jurisdiction of any state. " Fed. R. Civ.
P. 4(k)(2). Defendants' argument rests on the assumption that
jurisdiction under Rule 7004(f) is subject to this limitation
found in Civil Rule 4(k)(2). For support they rely on the intro-
ductory sentence of the advisory committee notes to the 1996
Amendment of Rule 7004 which states, "The new subdivision
(f) is consistent with the 1993 amendments to F.R.Civ.P.
4(k)(2)." Fed. R. Bankr. P. 7004 advisory committee notes
(1996 Amendments).


The plain language of Rule 7004(f) refutes the argument.
It omits the critical language of Civil Rule 4(k)(2) that limits
application to "any defendant who is not subject to the juris-
diction of the courts of general jurisdiction of any state." That
the rule is not cloned from Civil Rule 4(k)(2) is shown, as
well, by other differences in the text of the two rules. First,
Rule 7004 cross-references only to those subdivisions of Civil
Rule 4 "made applicable by these rules" and that does not
include Rule 4(k)(2). See Fed. R. Bankr. P. 7004(a) ("Rule
4(a), (b), (c)(1), (d)(1), (e)-(j), (l), and (m) F.R.Civ.P. applies
in adversary proceedings."). Second, Rule 7004(f)'s applica-
tion is narrower than Civil Rule 4; Rule 7004(f) is limited to
cases or civil proceedings arising or related to a case under
the Bankruptcy Code. Finally, the advisory committee state-
ment relied on by defendants is further explained by the sen-
tence immediately following which states, "[Rule 7004(f)]
clarifies that service or filing a waiver of service in accor-

dance with this rule or the applicable subdivisions of
F.R.Civ.P. 4 is sufficient to establish personal jurisdiction
over the defendant." Fed. R. Bankr. P. 7004(f) advisory com-
mittee notes. That statement confirms that the drafters' pur-
pose was to incorporate the service provisions of the amended
Civil Rule 4, not its limitation on personal jurisdiction.3 We
_________________________________________________________________
3 This makes Rule 7004(f) consistent with the expansive jurisdictional
reach of the bankruptcy courts, which are empowered to exercise jurisdic-
tion over a debtor's property wherever located. See 28 U.S.C. S 1334(e).


                               356


therefore decline to import into Rule 7004(f) the "not subject
to the jurisdiction . . . of any state" limitation of Civil Rule
4(k)(2).


Applying Rule 7004(f) as written, all of the requisite ele-
ments to support the exercise of jurisdiction are present.


[5] The complaint, alleging claims under 11 U.S.C. SS 544,
548, and 550, is a "civil proceeding arising under the [Bank-
ruptcy] Code." Fed. R. Bankr. P. 7004(f).


[6] The defendants were served "in accordance with [Rule
7004] or the subdivisions of Rule 4 F.R.Civ.P. made applica-
ble by [Rule 7004]." Fed. R. Bankr. P. 7004(f). Rowland con-
tends he was not properly served under pre-amendment Rule
7004(e) which states, "[t]he summons and complaint . . . may
be served as provided in [Civil Rule] 4(d)(1) and (d)(3)" for
service in a foreign country. Fed. R. Bankr. P. 7004(e)
(emphasis added). Rowland was served instead pursuant to
Civil Rule 4(i) which is made applicable to adversary pro-
ceedings in bankruptcy under Rule 7004(a). See  Fed. R.
Bankr. P. 7004(a). Civil Rule 4(i), as it was in 1990, con-
tained "Alternative Provisions for Service in a Foreign
Country," and stated that a defendant in a foreign country
may be served by any one of five specified methods. The dis-
trict court correctly held service under Rule 4(i) to be suffi-
cient. Its ruling was consistent with that of other courts,
finding Rule 7004(e) to be permissive, not mandatory. See
Schwinn Plan. Comm. v. AFS Cycle & Co., 190 B.R. 599, 608

(Bankr. N.D. Ill. 1995); Official Comm. of Unsecured Credi-
tors of Southold Dev. Corp. v. Mittemyer, 148 B.R. 726, 728
(Bankr. E.D.N.Y. 1992); In re Crysen/Montenay Energy Co.
v. E & C Trading Ltd., 166 B.R. 546, 548-49 (Bankr.
S.D.N.Y. 1994).


[7] Finally, "the exercise of jurisdiction is consistent with
the Constitution and the laws of the United States. " Fed. R.
Bankr. P. 7004(f). While the Rowland Directors do not con-


                               357


test the constitutional basis for personal jurisdiction, Inoco
contends that it lacked sufficient contacts with the United
States. The bankruptcy judge's findings suffice to establish
defendants' contacts with the United States:


      Thus, these alien defendants reached out to Gulf in
      the United States and forged a continuing relation-
      ship with it. The alleged looting of Gulf foreseeably
      caused Gulf injury in the United States where it was
      located. . . . [T]he alleged injuries arise out of the
      defendants' purposeful direction of their activities
      toward the United States. . . .


* * *

      Inoco's sale of property located in Texas and New
      York to Gulf was activity directed to the United
      States . . . As part of the conspiracy to loot Gulf,
      Inoco took control of a United States corporation.
      . . . Inoco purposefully interjected itself into the
      United States.


V. Conclusion

The order of the district court is AFFIRMED and the matter
is REMANDED for further proceedings.


                               358







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