Hardin Roller Corp v. Yukich, Joseph ( 2001 )

In the
United States Court of Appeals
For the Seventh Circuit
No. 99-1562
Hardin Roller Corporation,
Plaintiff-Appellee,
v.
Universal Printing Machinery, Inc.,
Defendant,
and
Joseph Yukich,
Defendant-Appellant.
Appeal from the United States District Court
for the Northern District of Indiana, Hammond Division.
No. 2:95-CV-213-TS--Theresa Springmann, Magistrate Judge.
Argued October 26, 2000--Decided January 3, 2001
Before Easterbrook, Kanne, and Evans, Circuit Judges.
Easterbrook, Circuit Judge. Hardin Roller, which
sells large printing presses and related
equipment, is based in Wisconsin. In years past
Hardin Roller hired Universal Printing Machinery,
based in Indiana, to recondition and install some
presses. Joseph Yukich, who owned a majority of
Universal’s stock and also operated a
proprietorship that supplied parts to Universal’s
business, often visited Wisconsin to find
printing gear, negotiate on Universal’s behalf,
and repair or install presses. Relations between
Hardin and Universal soured in 1992, when
Universal demanded additional compensation for
installing a press on Hardin’s behalf in Italy,
then walked off the job (leaving the customer
with an incomplete installation) when Hardin did
not pay. Later that year Hardin and Universal
reached a compromise that was supposed to wrap up
their business relationship: Hardin agreed to
give Universal title to four large presses, and
Universal agreed to pay Hardin $425,000. Yukich
personally disassembled one of the presses in
Wisconsin and had it shipped to Indiana.
Universal soon possessed all four presses. Yukich
then cut communications with Hardin, and
Universal did not keep its part of the bargain.
A suit ensued in Wisconsin court. Despite
receiving service of process, Yukich did not
answer the complaint. Universal, which did
appear, denied that it was subject to personal
jurisdiction there but otherwise offered no
defense. The Wisconsin court, after concluding
that it had jurisdiction over both Universal and
Yukich, entered judgment in Hardin’s favor.
Universal and Yukich ignored the judgment,
leading Hardin to file an enforcement action in
Indiana, this time in federal court under the
diversity jurisdiction. Both Universal and Yukich
defended on the ground that the Wisconsin court
had lacked jurisdiction--the only available
ground of collateral attack. See Sheet Metal
Workers’ National Pension Fund v. Elite Erectors,
Inc., 212 F.3d 1031 (7th Cir. 2000). A magistrate
judge, presiding by consent under 28 U.S.C.
sec.636(c), soon held that the Wisconsin court’s
determination that it had jurisdiction over
Universal is entitled to full faith and credit.
But Yukich, who had disdained the Wisconsin
litigation, remained free to contest that court’s
decision. Three years of discovery and motions
practice followed. Eventually the magistrate
judge granted summary judgment in Hardin’s favor,
ruling that Yukich’s business visits to
Wisconsin, and his economic activities with
predictable consequences, had subjected him to
jurisdiction under the terms of Wisconsin’s long-
arm statute, Wis. Stat. sec.801.05. Application
of this statute, the magistrate judge held, is
consistent with the due process clause of the
fourteenth amendment. A final judgment entered in
1999 obliged both Universal and Yukich to pay the
Wisconsin judgment, plus interest that has been
accruing since 1995. Yukich has appealed;
Universal has not.
Yukich’s lead argument--that he lacked
sufficient contacts with Wisconsin to support
jurisdiction under either state law or the
federal Constitution--is feeble. We have recited
undisputed facts; Yukich insists that some
circumstances surrounding his business in
Wisconsin are in dispute, but the visits
themselves are established. What is more, Yukich
rather than Hardin bears the burden of
persuasion, because it is Yukich who wants
collateral relief from a presumptively valid
judgment. Yukich proceeds on appeal as if
jurisdiction depended on the single message from
Italy (and the Italian customer’s decision not to
pay Hardin until the work had been completed).
But it does not. Yukich often visited Wisconsin,
not only to carry on Universal’s business but
also to conduct his own affairs as the proprietor
of a used-parts business. He communicated to
Wisconsin when he was not there physically. He
sent remittances to, and received payments from,
Hardin in Wisconsin. As part of the 1992
settlement, Yukich personally disassembled a
printing press in Wisconsin and had it shipped to
Indiana, then reneged on the bargain once he had
its benefits. Wisconsin is no less appropriate a
forum than Indiana for litigation about the
dealings between Hardin and Yukich, and the due
process clause does not block a state from
adjudicating claims among persons who have had
long-term business relations that occur, in part,
within its borders. Helicopteros Nationales de
Colombia, S.A. v. Hall, 466 U.S. 408 (1984).
Yukich was eager to travel to Wisconsin to make
money; it is equally appropriate that he litigate
in Wisconsin concerning the obligations incurred
during these trips and the associated business
deals.
As a back-up argument, Yukich contends that the
fiduciary-shield doctrine prevents haling him as
an individual into Wisconsin court, when all his
activities in that state occurred as an agent of
Universal. The fiduciary-shield doctrine makes it
easier for businesses to hire agents, who need
not fear that they put their personal wealth at
stake in every jurisdiction that they visit on
the firm’s behalf. Their wealth still is at stake
if they commit wrongs, but the doctrine offers
the convenience of litigating closer to home.
This way of stating the doctrine’s effect implies
that it was much more important a century ago,
when travel was costly and time-consuming, than
it is today, when cities 1,000 miles away are
almost as easy to reach as cities 200 miles away,
and when a bar with offices (or arrangements with
local counsel) across the country insulates
clients from much concern about the location of
the courthouse.
Calder v. Jones, 465 U.S. 783, 790 (1984), and
Keeton v. Hustler Magazine, 465 U.S. 770, 781
n.13 (1984), establish that the Constitution does
not shield persons who act as corporate agents
from individual-capacity suits. Thus the
fiduciary-shield doctrine is a matter of state
law only, and many states do not employ it. See
generally Sonja Larsen, Validity, Construction,
and Application of "Fiduciary Shield" Doctrine--
Modern Cases, 79 A.L.R. (5th series) 587 (2000).
Does Wisconsin? Never in that state’s history
have its courts applied the doctrine--but neither
have they definitively rejected the possibility.
See Pavlic v. Woodrum, 169 Wis. 2d 585, 486
N.W.2d 533 (App. 1992). One judge of this court
believes that, when at last it must choose,
Wisconsin will not adopt the doctrine. Steel
Warehouse of Wisconsin, Inc. v. Leach, 154 F.3d
712, 716 n.2 (7th Cir. 1998) (Ripple, J.,
dissenting). But the hour of choice has not
arrived--not only because we are not a Wisconsin
court (by failing to appear in the Wisconsin
suit, Yukich abandoned his opportunity to obtain
a decision by Wisconsin’s judiciary), but also
because Yukich does not meet the requirements of
states that use the doctrine.
One of the doctrine’s conditions is that the
person’s business in the state be solely as a
fiduciary of another person, who is liable as a
principal. Yukich, however, appeared in Wisconsin
both as Universal’s agent and as principal of his
own proprietorship. Every deal he negotiated in
Wisconsin with Hardin was indirectly a sale of
parts that Yukich supplied as proprietor. Yukich
wore two hats in Wisconsin: as agent of Universal
for remanufacturing and reconditioning presses,
and as proprietor for the sale of parts that
would be used in this process. Yukich filed an
affidavit denying that he sold parts in Wisconsin
in his own name; the wording is clever but avoids
the point that he regularly transacted business
in Wisconsin to advance his personal economic
interest. What is more, Yukich was the principal
owner, and at times the sole employee, of
Universal. He never held in his own name less
than 52% of Universal’s stock; his wife owned a
further 24%. Wisconsin would recognize corporate
independence and not hold Yukich as shareholder
liable for corporate debts; but it would press
corporate form beyond the breaking point to
suppose that Yukich and Universal were different
entities for the purpose of liability on
contracts Yukich personally negotiated or
performed, or business torts Yukich personally
committed.
To put this otherwise, Universal did not need
to offer Yukich assurance of immunity from
personal liability in other states to get him to
act as its agent; Yukich was Universal for
practical purposes. It was the lure of profit
from the firm’s total operations, not a fixed
salary, that induced Yukich to attend to
Universal’s business. As the principal residual
claimant to Universal’s net income, Yukich did
not need--and we predict that Wisconsin would not
extend--protection from individual-capacity
actions in jurisdictions where Universal itself
was exposed to suit. See In re Mahurkar Double
Lumen Hemodialysis Catheter Patent Litigation,
750 F. Supp. 330 (N.D. Ill. 1990) (Illinois, a
state employing the fiduciary-shield doctrine,
would not use it to protect the principal
investors in closely held corporations). Residual
claimants feel the pinch personally even when the
corporation is the only named party, and the only
function of the fiduciary-shield doctrine for a
residual claimant would be to facilitate evasion
if the corporation should become judgment proof.
Yukich made this pellucid when he caused
Universal to go out of business in 1996--after
years of ignoring the Wisconsin judgment, and
after this enforcement litigation was under way.
Yukich reaped the benefit of Universal’s
profitable business, caused Universal not to pay
the judgment in Hardin’s favor, took steps making
it unlikely that Universal would be able to
satisfy that judgment, and now wants us to say
that because he acted in Wisconsin as a mere
agent for Universal he, too, may ignore the
Wisconsin judgment. Judgments are not so easily
evaded, or Wisconsin’s courts so easily
bamboozled.
Affirmed