Northwest Airlines v. Astraea Aviation ( 1997 )

United States Court of Appeals
FOR THE EIGHTH CIRCUIT
___________
No. 96-2761
___________
Northwest Airlines, Inc., *
a Minnesota corporation, *
*
Plaintiff/Appellee, *
* Appeal from the United States
v. * District Court for the
* District of Minnesota.
Astraea Aviation Services, *
Inc., doing business as Dalfort *
Aviation, a Texas Corporation, *
*
Defendant/Appellant. *
___________
Submitted: March 12, 1997
Filed: April 24, 1997
___________
Before MAGILL and MURPHY, Circuit Judges, and GOLDBERG,1 Judge.
___________
MURPHY, Circuit Judge.
Northwest Airlines, Inc. (Northwest) contracted with Astraea Aviation
Services, Inc. (Astraea) for Astraea to perform routine maintenance on
Northwest aircraft and to refurbish other newly acquired aircraft. After
problems arose in completing the work, Northwest sued Astraea for breach
of contract in Minnesota state court. Astraea removed the case to federal
court and counterclaimed, alleging contract and tort claims against
1
The Honorable Richard W. Goldberg, Judge, United States Court
of International Trade, sitting by designation.
Northwest. The district court2 denied Astraea’s motion to dismiss for lack
of personal jurisdiction and then granted Northwest’s motion for summary
judgment on Astraea’s counterclaims. We affirm.
In late 1993, representatives of Astraea attended several meetings
in Minnesota concerning proposals for undertaking work to refurbish
aircraft which Northwest had purchased from another carrier. These meetings
included a preliminary meeting attended by several potential bidders for
the refurbishment contracts, as well as meetings where Astraea submitted
proposals and negotiated the refurbishment contracts. In addition, Astraea
made numerous phone calls to Northwest’s offices in Minnesota during this
time.
Several contracts resulted. On December 10, 1993, the first
refurbishment contract was executed by the parties in Minnesota. This
contract was amended by a letter agreement in March 1994, which also
created a second refurbishment contract and provided that Astraea would
refurbish additional planes. Finally, the parties then entered into a
maintenance contract in September 1994, under which Astraea was to provide
routine maintenance for some Northwest aircraft.
All three contracts contained choice of law provisions stating that
the laws of Minnesota would govern. The refurbishment contracts stated
that they “shall be deemed entered into within” Minnesota, and the
maintenance contract contained a choice of forum provision which stated
that “[Astraea] hereby submits to the jurisdiction and venue of the courts
of the State of Minnesota with respect to all disputes arising hereunder.”
2
The Honorable Richard M. Kyle, United States District Judge
for the District of Minnesota.
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After the contracts were executed, Northwest began delivering
aircraft to Astraea in Dallas, sending twenty-five planes to Astraea’s
hangars over the course of more than a year. Northwest stationed some of
its employees in Dallas to oversee the work and sent to Dallas engineering
information, operating manuals, and parts to be used in the planes from
various locations, including Minnesota. Astraea representatives also
traveled to Minnesota on at least three occasions to discuss issues under
the contracts. As the work progressed, disputes arose about its quality,
and there were delays in completing the aircraft.
After these problems arose, a reporter for a Minneapolis newspaper
contacted a Northwest representative at its Minnesota headquarters about
the disputes. The representative told the reporter that Northwest had
concerns about the quality of Astraea’s work, including defective parts and
a leaky fuel line and undetected tail crack on one of the aircraft. Those
statements were included in an article in the Minneapolis newspaper.
Copies of the article were faxed to Northwest employees in Texas, and
Astraea claims that a Northwest employee distributed copies of the faxed
article to Astraea customers. A Texas newspaper also reprinted the article
in Texas.
On July 14, 1995, Northwest sued Astraea in Minnesota state court
under all three contracts,3 alleging that Astraea had
3
Astraea had previously filed a complaint in Texas state court
on July 12, 1995; it effected service on Northwest on July 18.
Under Texas law, a suit is commenced when it is filed, as long as
the plaintiff exercises diligence in effecting service. One 1991
Chevrolet Blazer v. State, 905 S.W.2d 443, 444 (Tex. Ct. App.
1995). Northwest commenced its action under Minnesota law on July
14 when it filed and served Astraea. Minn. R. Civ. P. 3.01. The
counterclaims filed in this action are basically identical to the
claims asserted by Astraea in its Texas complaint.
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breached the contracts by delivering the planes late and not performing to
specifications. Astraea removed the suit to federal district court and
moved to dismiss for lack of personal jurisdiction. After the district
court ruled that Northwest had made a sufficient prima facie showing of
jurisdiction, Astraea counterclaimed, alleging breach of contract, fraud,
and defamation by Northwest as well as other tort and unjust enrichment
claims. Northwest pled the affirmative defense of accord and satisfaction
to the breach of contract claims and moved for summary judgment on the
counterclaims. After the district court granted the motion, the parties
settled the remaining claims which were dismissed with prejudice. Astraea
appeals the assertion of jurisdiction over it and the dismissal of its
counterclaims.
I.
Astraea claims there was no personal jurisdiction over it in
Minnesota because it did not have a “general presence” in the state and the
acts giving rise to the claims did not occur in it. The district court’s
decision on personal jurisdiction is reviewed de novo. Northrup King Co.
v. Compania Productora Semillas Algodoneras Selectas, S.A., 51 F.3d 1383,
1387 (8th Cir. 1995).
The Minnesota long-arm statute, Minn. Stat. § 543.19, is applied to
the fullest extent permitted under the due process clause of the fourteenth
amendment. Valspar Corp. v. Lukken Color Corp., 495 N.W.2d 408, 410-11
(Minn. 1992). The due process clause requires that a defendant have
sufficient minimum contacts with the forum so that traditional notions of
fair play and substantial justice are not offended. International Shoe Co.
v. Washington, 326 U.S. 310, 316 (1945). To establish sufficient minimum
contacts, a defendant must have “purposefully avail[ed] itself of the
privilege of conducting activities within the forum
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state, thus invoking the benefits and protections of its laws.” Burger
King Corp. v. Rudzewicz, 471 U.S. 462, 475 (1985) (quoting Hanson v.
Denckla, 357 U.S. 235, 253 (1958). Three primary factors, (1) the nature
and quality of the contacts, (2) the quantity of the contacts, and (3) the
relation of the cause of action to the contacts, are then considered, as
well as two secondary factors, (1) the interest of the forum state in the
litigation, and (2) the convenience of the parties, to determine whether
personal jurisdiction comports with fair play and substantial justice.
Minnesota Min. & Mfg. v. Nippon Carbide Indus., 63 F.3d 694, 697 (8th Cir.
1995), cert. denied, 116 S. Ct. 1288 (1996).
Astraea claims that the choice of law clauses in the contracts,
telephone calls into the state, and meetings in Minnesota were not
sufficient to create personal jurisdiction when viewed in the context of
the parties’ dealings. Personal jurisdiction depends upon a “defendant’s
contacts with the forum in the aggregate, not individually” and the
“totality of the circumstances.” Northrup King, 51 F.3d at 1388. While
a choice of law provision in itself is insufficient to create personal
jurisdiction, it remains a relevant consideration in determining whether
a defendant has purposefully availed itself in the forum state. Wessels,
Arnold & Henderson v. National Med. Waste, Inc., 65 F.3d 1427, 1434 (8th
Cir. 1995). Phone calls into a state are also a relevant contact, although
they also do not in themselves establish jurisdiction. See Digi-Tel
Holdings, Inc. v. Proteq Telecommunications (PTE), Ltd, 89 F.3d 519, 523
(8th Cir. 1996).
Astraea had several contacts with Minnesota which related to the
disputed contracts under which Northwest brought its breach of contract
claims. Some relevant contract discussions took place in Minnesota, and
representatives of Astraea went there on several
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occasions to negotiate the contracts in late 1993. In one of these
meetings the parties signed a letter of intent and drafted the tentative
form of the refurbishment contract. Astraea made over 200 phone calls to
Northwest in 1993, and the first refurbishment contract was signed by both
parties in Minnesota in December 1993. Over the course of the contractual
period, Astraea representatives went to Minnesota at least three more times
to discuss the contracts in 1994 and 1995.
All three contracts which Northwest and Astraea negotiated stated
that they would be governed by Minnesota law, and Astraea expressly agreed
in the maintenance contract to submit to the jurisdiction of Minnesota
courts for any disputes arising under that contract. These provisions and
Astraea’s other state contacts related to the contracts show that
it“purposefully availed” itself of conducting business in Minnesota and
that it could have reasonably expected to be sued there. The district
court did not err in denying the motion to dismiss for lack of personal
jurisdiction.
II.
Astraea appeals from the grant of summary judgment on its breach of
contract counterclaims concerning the first refurbishment contract. It
argues that the district court incorrectly concluded that Northwest’s
payment of a final bill presented by Astraea for work done under that
contract was a settlement for those claims and resulted in an accord and
satisfaction. Summary judgment is reviewed de novo. Stevens v. St. Louis
Univ. Med. Ctr., 97 F.3d 268, 270 (8th Cir. 1996).
Astraea concedes that Minnesota law governs its breach of contract
counterclaims and Northwest’s defense of an accord and
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satisfaction because of the choice of law provisions in the contracts.
Under Minnesota law, an accord and satisfaction may occur “when a creditor
accepts part payment of an unliquidated debt which the debtor tenders in
full satisfaction of the debt . . . and the creditor accepts that offer.”
Don Kral Inc. v. Lindstrom, 173 N.W.2d 921, 923 (Minn. 1970). It may be
expressed or implied from circumstances which clearly indicate the intent
of the parties. Roaderick v. Lull Eng’g Co., 208 N.W.2d 761, 764 (Minn.
1973).
After a dispute arose concerning five aircraft to be worked on under
the first refurbishment contract, representatives of Astraea and Northwest
met. Astraea told Northwest that it had incurred damages of $2.8 million
because of Northwest’s hindrance and delays, including delays in providing
adequate parts and documentation on the aircraft. Northwest refused to pay
the $2.8 million, and the parties then exchanged several letters about the
demand for payment.
In the first letter, Northwest’s project manager stated:
“As per our agreement to review [Astraea’s] claims
for additional payment with regard to aircraft
9880, 9881, 9882, 9883, 9884, I would like to have
you detail the claims with substantiation . . .
.Once I receive this data, I will be in contact
with you to work out the final resolution.”
Astraea responded to this letter, stating that it had attached a final item
for Northwest’s consideration “[i]n accordance with our agreement for final
settlement on 9880-9884." Astraea also stated that “if Northwest accepted”
this last item, Astraea would consider it the final billing for the
project. Northwest then responded that it had reviewed the “final
settlement proposal . . . for
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aircraft 9880-9884,” and that it would pay the amount. Astraea submitted
a final invoice, which Northwest paid.
Astraea argues that it did not intend to create an accord and
satisfaction through these letters. The plain language of the letters,
however, expresses the parties’ understanding that these negotiations were
to provide the “final resolution” of Astraea’s claims relating to the five
aircraft. The language of the letters indicates that if Northwest accepted
Astraea’s proposed amount, its payment of that amount was to be the “final
settlement” in relation to claims for these five aircraft. Astraea’s
assertion that it had a different subjective intent cannot be the basis for
finding there was no accord and satisfaction when the plain language of the
letters clearly expressed the parties’ objective intent to settle the
original claims. See Total Equip. Leasing Corp. v. LaRue Inv. Corp., 357
N.W.2d 347, 350 (Minn. Ct. App. 1984) (parties’ objective intent determines
whether there is an accord and satisfaction); see also Goldberger v.
Kaplan, Strangis and Kaplan, P.A., 534 N.W.2d 734, 737 (Minn. Ct. App.
1995) (assertion that party did not subjectively intend to release all
claims does not affect the release without a showing of mutual mistake).
Northwest was thus entitled to summary judgment on these counterclaims.
III.
Astraea argues that the district court erred in its choice of law
analysis by determining that Minnesota law applied to all the tort
counterclaims and in granting summary judgment on them. Astraea brought
several tort claims, including claims for defamation, libel, slander,
negligent breach of contract, and misrepresentation, as well as claims for
unjust enrichment and violation of the Texas Deceptive Trade Practices Act.
Tex. Bus. & Com. Code Ann. §§ 17.41 et seq. Although Astraea concedes that
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Minnesota law applies to its breach of contract counterclaims, it argues
that Texas law should apply to the remainder of the claims because the
conduct giving rise to them occurred in Texas. A choice of law
determination is reviewed de novo, Horn v. B.A.S.S., 92 F.3d 609, 611 (8th
Cir. 1996), as is a grant of summary judgment. Stevens, 97 F.3d at 270.
A.
Each refurbishment contract stated: “This Agreement shall be deemed
entered into within and shall be governed by and interpreted in accordance
with the laws of the State of Minnesota . . . .” Minnesota generally
recognizes choice of law clauses. Hagstrom v. American Circuit Breaker
Corp., 518 N.W.2d 46, 48 (Minn. Ct. App. 1994). Astraea asserts, however,
that the contractual choice of law provisions do not govern the negligent
performance, misrepresentation, deceptive trade practices, and unjust
enrichment claims because they are not contract claims.
Astraea’s claims for negligent performance, misrepresentation,
deceptive trade practices, and unjust enrichment raise issues of
performance and compensation for work done under the refurbishment
contracts. Although mainly styled as torts, these claims stem from
Northwest’s alleged failure promptly to provide functioning parts and
adequate support for the refurbishment project, as required under the
contracts. The unjust enrichment claim concerns the amount of compensation
which Astraea should receive for refurbishing aircraft pursuant to a
contract. These claims are closely related to the interpretation of the
contracts and fall within the ambit of the express agreement that the
contracts would
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be governed by Minnesota law. Astraea thus consented to the application
of Minnesota law to such claims.4
Astraea contends that even under Minnesota law, the district court
erred in dismissing its fraudulent and negligent misrepresentation
counterclaims. In Astraea’s answer and counterclaims, it asserted that
Northwest made misrepresentations to it before the contracts were executed
concerning facts relevant to bidding. These statements included
representations that five of the sixteen aircraft would be “sister ships”
and that Northwest would provide technical support, ferry the planes
quickly, and promptly provide Astraea with material lists and other
information.
In order to support a fraud claim under Minnesota law, a
misrepresentation must relate to a past or present fact. See H.J., Inc.
v. International Tel. & Tel. Corp., 867 F.2d 1531, 1546 (8th Cir. 1989).
Broken promises generally do not constitute fraud, International Travel
Arrangers v. Northwest Airlines, Inc., 991 F.2d 1389, 1402 (8th Cir. 1993)
(applying Minnesota law), unless the plaintiff shows “affirmative evidence”
that the promisor had no intention to perform. Hayes v. Northwood
Panelboard Co., 415 N.W.2d 687, 690 (Minn. Ct. App. 1987). A contract
claim cannot be converted into a fraud claim, even when there is a bad
faith breach of the contract. Wild v. Rarig, 234 N.W.2d 775, 790 (Minn.
1975).
4
The district court did not err in applying Minnesota law to
dismiss the claims for negligent performance, violation of the
Texas Deceptive Trade Practices Act, Tex. Bus. & Com. Code Ann. §§
17.41 et seq., or unjust enrichment. Minnesota does not recognize
negligent performance claims. Lesmeister v. Dilly, 330 N.W.2d 95,
102 (Minn. 1983), and the deceptive trade practices claim rests on
a Texas statute not available under Minnesota law. Finally,
Minnesota does not allow recovery under an unjust enrichment theory
when there is an express contract which governs the parties’
relations. Sharp v. Laubersheimer, 347 N.W.2d 268, 271 (Minn.
1984).
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On a motion for summary judgment, the nonmoving party must set forth
specific facts sufficient to raise a genuine issue for trial and cannot
rest on allegations in the pleadings. Celotex Corp. v. Catrett, 477 U.S.
317, 324 (1986).
Astraea has not made out a claim of misrepresentation based on
Northwest’s statements before the contracts were executed. It made no
showing that at the time Northwest entered into the contracts, Northwest
had the present intent not to perform its responsibilities or that it knew
its statements were false. To avoid summary judgment, Astraea had the
burden to show each element of the fraud claim.5 Since it did not, the
district court did not err in granting summary judgment.
5
On appeal, Astraea claims it also pled fraud based on
misrepresentations about information and parts Northwest provided
after the contracts were executed. Astraea’s counterclaims do not
clearly allege such a theory, but even if they did, it appears that
theory would fail. After discovering the alleged errors in
information and problems with parts, Astraea continued to perform
under the contracts and ultimately completed performance. By
continuing to perform after the alleged fraud was discovered,
Astraea waived any recovery in fraud. Zochrison v. Redemption Gold
Corp., 274 N.W. 536, 539 (Minn. 1937) (party cannot elect to
perform after discovering fraud and still recover for it).
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B.
Astraea also argues that the district court erred by applying
Minnesota law and dismissing its slander, defamation, and libel claims.
Astraea contends that the conduct giving rise to the claims occurred in
Texas, and that Texas law should therefore apply.
In a diversity case, a federal court applies the choice of law rules
of the forum state. In this case that means Minnesota choice of law
rules. Klaxon Co. v. Stentor Elec. Mfg. Co., 313 U.S. 487, 496 (1941).
The first step in Minnesota is to consider whether a conflict actually
exists between the different states and whether there would be
constitutional problems with either law. Jepson v. General Cas. Co. of
Wis., 513 N.W.2d 467, 469 (Minn. 1994). If there is an actual conflict and
both laws can constitutionally be applied, then five factors are considered
in order to make a choice: “(1) predictability of result; (2) maintenance
of interstate and international order; (3) simplification of the judicial
task; (4) advancement of the forum’s governmental interest; and (5)
application of the better rule of law.” Id. at 470.
Minnesota law considers a corporation a public figure and requires
it to show that a statement was made with actual malice to establish a
defamation claim. See Jadwin v. Minneapolis Star & Tribune Co., 367 N.W.2d
476, 487 (Minn. 1985) (malice standard applies to heavily regulated
corporation in securities industry). Astraea and Northwest are both
heavily regulated by the Federal Aviation Administration, and under Jadwin
both would appear to be public figures. Texas law, on the other hand, does
not consider a corporation a public figure unless it has entered a public
controversy in order to influence the outcome. See Durham v.
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Cannan Comms., Inc., 645 S.W.2d 845, 851, (Tex. Ct. App. 1982). Astraea
asserts that this difference between Minnesota and Texas law does not
present a real conflict because the Minnesota actual malice standard has
only been applied to media entities. In applying its defamation law,
however, Minnesota has not indicated that distinctions should be made based
on the media status of a defendant when the statements were made about
someone in the public realm. See Britton v. Koep, 470 N.W.2d 518, 521
(Minn. 1991) (“Minnesota affords to nonmedia defendants the same first
amendment protection for criticisms of public officials that it grants to
the mass media.”). There is thus a conflict in laws.
The substantive law of either state could constitutionally be applied
because they each have significant contacts with the case, so that choice
of either state’s laws would be “neither arbitrary nor fundamentally
unfair.” Allstate Ins. Co. v. Hague, 449 U.S. 302, 312-13 (1981)
(plurality opinion). Astraea’s headquarters are in Texas, and
republication of the statements occurred in Texas. Northwest’s
headquarters are in Minnesota, and the statements giving rise to the claims
were made in Minnesota and first published there.
The question then is which state law should be applied under the
Minnesota choice of law factors. Under the five choice influencing
considerations, the first (predictability of results), second (maintenance
of interstate order), and fourth (advancement of the forum’s interests)
have the most relevance in this case. The third factor, simplification of
the judicial task, has no real significance since either state law could
easily be applied.
The first factor, predictability of results, is most relevant when
parties have expectations about the applicable law, such as in “consensual
transactions where people should know in advance what
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law will govern their act,” but has less relevance in cases such as
accidents when the parties could not reasonably have such expectations.
Milkovich v. Saari, 203 N.W.2d 408, 412 (Minn. 1973). Here, the statements
contained in the newspaper articles were made in Minnesota to a local
newspaper, were first published in Minnesota, and involved the performance
of contracts that the parties had agreed would be governed by Minnesota
law. Although the statements were subsequently republished in Texas, it
is unlikely that Northwest expected Texas law to apply to statements made
to a newspaper in Minnesota. This factor therefore points to applying
Minnesota law.
Maintenance of interstate order is satisfied if applying Minnesota
law would not show disrespect for Texas’ sovereignty or impede interstate
commerce. Jepson v. General Cas. Co. of Wis, 513 N.W.2d 467, 471 (Minn.
1994). In examining this factor, a court looks at the contacts the state
has with the issues being litigated, Myers v. Government Employees Ins.
Co., 225 N.W.2d 238, 242 (Minn. 1974), and the risk of encouraging forum
shopping by applying that state’s law. Hague v. Allstate Ins. Co., 289
N.W.2d 43, 49 (Minn. 1979), aff’d on other grounds, 449 U.S. 302 (1981).
Here, Minnesota has several important contacts with the issues being
litigated since one of its residents made the comments in the state. The
statements were made to a Minnesota newspaper, and they were initially
contained in an article published in that newspaper. Texas also has
contacts because the statements were made about a Texas corporation and
were republished in Texas. Minnesota law is more favorable to Northwest
than Texas law, a situation which could lead to forum shopping.
Northwest’s complaint for breach of contract (to which Astraea added its
defamation counterclaims) could reasonably be expected to be raised in a
Minnesota court, however, since one of the contracts expressly provided
that Astraea
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submitted to personal jurisdiction in Minnesota and all stated that
Minnesota law would govern. Applying Minnesota law would thus not show
disrespect for Texas.
The fourth factor, advancement of the forum’s interests, is relevant
to this case and considers both Minnesota’s governmental interests and the
relative interests of Texas. Nesladek v. Ford Motor Co., 46 F.3d 734, 739
(8th Cir.), cert. denied, 116 S. Ct. 67 (1995). Minnesota’s governmental
interests as expressed by the Minnesota Supreme Court in Jadwin are to
limit damages to the reputations of heavily regulated corporations to cases
where there is actual malice. Jadwin, 367 N.W.2d at 487. This policy is
based on the court’s belief that highly regulated corporations should be
subject to the same level of scrutiny as public figures because of the
“strong interest in the free flow of commercial information.” Id. Texas
also has a strong policy to “ensure broad liberty of speech”, Davenport v.
Garcia, 834 S.W.2d 4, 8 (Tex. 1992), but it does not consider all
corporations public figures and would sometimes allow a corporate plaintiff
to recover without showing actual malice. Minnesota’s interest in
encouraging the free flow of commercial information is implicated because
the alleged defamatory statements were made to and published in a Minnesota
newspaper and were at least partly about a Minnesota corporation. Both
states have an interest in providing relief for tort victims, although
Texas would sometimes permit recovery for a corporate plaintiff without a
showing of actual malice. Applying Texas law in this case, however, would
directly undermine Minnesota’s policy while the application of Minnesota
law would not so directly conflict with Texas policy. On balance, this
favors applying Minnesota’s defamation law.
The fifth factor, the question of the better law, does not need to
be reached, since the previous factors show that it was
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appropriate to apply Minnesota law. Myers, 225 N.W.2d at 244. It would
not be counter to the parties’ expectations to apply Minnesota law, and
Minnesota had contacts with the dispute giving rise to significant state
interests which would be undermined by applying Texas law, making
application of Minnesota law fair.
Astraea argues that even under Minnesota law, summary judgment for
Northwest on the defamation claims should not have been granted because it
made a sufficient showing of malice. To avoid summary judgment, Astraea
had to show with “convincing clarity” that Northwest made its statements
with actual malice. Jadwin, 367 N.W.2d at 483. Actual malice means “with
knowledge that the statements were false or with reckless disregard of
whether they were true or false.” Britton, 479 N.W.2d at 524. Actual
malice is not established by showing that a reasonably prudent person would
have investigated the statement before publishing it, but instead requires
a demonstration that the “defendant in fact entertained serious doubts as
to the truth of [its] publication.” Britton, 470 N.W.2d 524 (quoting St.
Amant v. Thompson, 390 U.S. 727, 731 (1968)).
There is no evidence in the record that Northwest had any doubts, let
alone serious doubts, about the truth of the statements. The Northwest
representative told the newspaper about problems discovered on aircraft on
which Astraea had worked. Astraea claims there is actual malice because
Northwest refused to retract the statement and further investigation on its
own computer system could have shown that Astraea was not responsible for
the reported problems. This evidence does not show that Northwest had any
doubts about the statements or that it had reason to investigate. Astraea
has not shown actual malice, and the district court did not err in granting
summary judgment on the defamation claims.
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IV.
In sum, there was personal jurisdiction over Astraea in Minnesota,
and the district court did not err in applying the law or dismissing the
counterclaims on summary judgment. For these reasons, the judgment is
affirmed.
A true copy.
Attest:
CLERK, U.S. COURT OF APPEALS, EIGHTH CIRCUIT.
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