AVR Communications, Ltd., creditors v. American Hearing Systems, Inc., d/b/a Interton, Inc., debtor

STATE OF MINNESOTA
IN COURT OF APPEALS
A14-1808
AVR Communications, Ltd., et al.,
plaintiffs creditors,
Respondents,
vs.
American Hearing Systems, Inc.,
d/b/a Interton, Inc., defendant debtor,
Appellant.
Filed August 10, 2015
Affirmed
Ross, Judge
Hennepin County District Court
File No. 27-CV-14-8894
Jonathan M. Bye, Bryan Welp, Lindquist & Vennum LLP, Minneapolis, Minnesota (for
respondents)
Andrew S. Birrell, Robert W. Vaccaro, Gaskins, Bennett, Birrell, Schupp, LLP,
Minneapolis, Minnesota; and
Terrence P. Canade (pro hac vice), Locke Lord LLP, Chicago, Illinois (for appellant)
Considered and decided by Ross, Presiding Judge; Peterson, Judge; and
Johnson, Judge.
SYLLABUS
A district court docketing a foreign judgment containing an award denominated in
a foreign currency must state the judgment in United States dollars.
OPINION
ROSS, Judge
We must decide whether the district court correctly docketed a foreign judgment.
An international dispute between corporations resulted in various judgments in
succession: first a judgment in an Israeli court after an Israeli arbitration decision, then
the judgment was entered in a United States district court, and then finally the judgment
was docketed in the state district court in Hennepin County. The federal court judgment
included some amounts denominated in dollars and other amounts in Israeli new shekels.
The state district court recalculated the judgment as a single amount denominated in
United States currency. It ordered statutory interest to accrue from the entry of the state
judgment. The judgment debtor argues on appeal that the state district court erred by
denominating the entire judgment amount in United States currency. Because Minnesota
law requires the docketed judgment to be denominated in United States currency and the
district court correctly interpreted the federal judgment, we affirm.
FACTS
This is a challenge to the substance of a judgment entered in the state district
court. The disputing parties are American Hearing Systems, Inc., a Minnesota hearing-aid
producer doing business as Interton, Inc., and an Israeli company, AVR Communications,
Inc., and AVR’s U.S. subsidiary, Sonovation, Inc. In 2007 AVR and Sonovation initiated
an Israeli arbitration proceeding against Interton for breach of contract. After the Israeli
courts resolved that the arbitration was proper, the arbitrator concluded in 2011 that
Interton had breached the disputed contracts, and he awarded AVR and Sonovation
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$2,675,000 in damages and 1,000,000 in Israeli new shekels for fees and expenses. An
Israeli district court confirmed the award in 2013 and entered judgment.
AVR and Sonovation petitioned the United States District Court in Minnesota to
recognize and enforce the judgment under the Convention on the Recognition and
Enforcement of Foreign Arbitral Awards. AVR Commc’ns, Ltd. v. Am. Hearing Sys., Inc.,
No. 13-3027, 2014 WL 348248, at *1 (D. Minn. Jan. 31, 2014). The federal district court
rejected Interton’s attempt to relitigate arbitrability, and it entered judgment based on the
arbitrator’s 2011 award. The court’s amended judgment required Interton to pay:
. . . $2,675,000 in damages, plus 4% compound annual
interest from January 1, 2007 until payment is made and
linkage to the Israeli Consumer Price Index from December
11, 2011 until payment is made according to the value of the
damages award in Israeli New Shekels on December 11,
2011;
. . . 1,000,000 Israeli New Shekels in fees and costs, plus 4%
annual interest and linkage to the Israeli Consumer Price
Index from December 11, 2011 until payment is made; and
. . . any Value Added Tax that [AVR and Sonovation] may be
required to pay in accordance with Israeli law upon
[Interton’s] payment of the judgment or any portion thereof.
AVR Commc’ns, Ltd. v. Am. Hearing Sys., Inc., No. CIV. 13-3027, 2014 WL 1775738, at
*6 (D. Minn. May 5, 2014). The term “linkage,” which is included in both the damages
award and the award for fees and costs, is an inflationary adjustment for Israeli new
shekels. Unlike a predetermined interest rate, which invariably increases the total
payment of the award over time, linkage is calculated retrospectively and is based on
actual deflating or inflating shekel values.
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After securing the judgment in federal district court, AVR and Sonovation filed to
have the judgment docketed in the state district court so they could begin collection
proceedings. The state district court first ordered a judgment that followed the federal
court’s language exactly, including the amounts stated in shekels and the requirement for
linkage. The district court administrator informed the judge that the court could enter the
judgment only in U.S. dollars. The judge then recalculated the judgment as a single
amount stated in U.S. currency ($4,082,254) by relying on an accounting affidavit
provided by AVR and Sonovation. That amount includes the sum of the original damages
award plus linkage of $99,943 and 4% interest for the period from December 11, 2011,
(the date specified in the original judgment as the beginning of the linkage and interest
period) to June 17, 2014 (the date that AVR and Sonovation submitted their accounting
affidavit). The amended judgment indicates that costs and interest will accrue
prospectively, implicitly in amounts determined under Minnesota law, and so it does not
include the original 4% interest rate or any future linkage on the $4,082,254 amount.
Interton appeals.
ISSUES
I. Did the district court err by converting the judgment from Israeli new shekels into
U.S. dollars?
II. Did the district court misinterpret the federal judgment by adding linkage to
judgment amounts denominated in U.S. dollars?
III. Did the district court err by imposing Minnesota’s statutory postjudgment interest
rate?
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ANALYSIS
Interton argues that the state district court made three errors when it docketed the
federal judgment. It contends that Minnesota law prohibits the district court from
docketing a foreign judgment in U.S. dollars when the foreign judgment was stated in
foreign currency. It also argues that the district court substantively modified the federal
judgment by including linkage in the dollar-denominated damages award. And it
contends that the award is not subject to statutory postjudgment interest. We address each
argument.
I
Interton’s first argument fails. The relevant statutes inform us that the district court
did not err by converting the judgment from Israeli new shekels to U.S. dollars rather
than waiting until Interton eventually satisfies the judgment to calculate the exchange
rate. The district court used the extant exchange rate to convert fees and expenses from
1,137,641 in Israeli new shekels to $328,893 and to convert a value added tax of 204,775
Israeli new shekels to $59,201. Interton does not offer any alternative conversion
amounts; it maintains instead that the operative statutes prohibit the district court from
converting the amounts from new shekels to dollars.
Interton’s argument requires us to resolve a statutory conflict. Minnesota Statutes
section 548.46 provides conflicting directives on whether the district court should convert
awards denominated in foreign currency to U.S. currency. Paragraph (a) states that “a
judgment or award on a foreign-money claim must be stated in an amount of the money
of the claim.” Minn. Stat. § 548.46(a) (2014). By contrast, paragraph (g) reads, “On a
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foreign-money claim, the judgment must be docketed in United States dollars.” Id. (g)
(2014).
These statutes became conflicting in 2005. Before then, in 1991, the legislature
adopted the recommended language of section 7, paragraph (a), of the Uniform Foreign-
Money Claims Act, § 7, 13, pt. II U.L.A. 27 (1989), codifying the language as paragraph
(a) of section 548.46. See 1991 Minn. Laws ch. 156, § 7, at 333–34. The language of that
paragraph remains unchanged today. The section also included paragraph (h), which
likewise followed the model language and stated that a “judgment must be docketed and
indexed in foreign money in the same manner . . . as other judgments.” Id. at 334. The
conflict began in 2005 when the legislature changed one of the paragraphs without
changing the other. It changed paragraph (h) by renumbering it as paragraph (g) and
substituting the requirement that the “judgment must be docketed and indexed in foreign
money” with the current language requiring that “the judgment must be docketed in
United States dollars.” 2005 Minn. Laws ch. 14, § 2, at 172. For reasons that are not
apparent to us, the legislature failed also to change the language in paragraph (a),
rendering paragraphs (a) and (g) of section 548.46 irreconcilable.
The legislature anticipates that it might occasionally enact laws that are
irreconcilable with previous laws, and it provides various methods to resolve the resulting
conflicts. Minn. Stat. § 645.26 (2014). Two of those methods apply here, and both lead to
the same conclusion. When the irreconcilably conflicting provisions are in different
clauses of the same statute, “the clause last in order of . . . position shall prevail.” Id.,subd 2. Similarly, when the irreconcilably conflicting provisions were “passed at
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different sessions of the legislature,” the one passed latest shall prevail. Id., subd. 4. The
clause that requires docketing in U.S. currency (paragraph (g)) is both later in position
and later in time than the clause that requires docketing in foreign currency (paragraph
(a)). Applying the controlling provision here, paragraph (g) therefore overrides the
contrary instructions in paragraph (a), so that the judgment on AVR’s shekels-
denominated award must be docketed in U.S. dollars.
Interton makes three arguments maintaining that we should not follow the plain-
language of section 548.46(g). None is convincing.
Interton first argues that section 548.46(g) is an “anomaly” and that the legislature
could not have intended for paragraph (g) to repeal substantial parts of Minnesota’s
Uniform Foreign-Money Claims Act without expressly declaring this intention. Interton
is correct that paragraph (g) is an anomaly; it is irreconcilable with paragraph (a) and all
irreconcilable statutory provisions are anomalies. But these occur, as the legislature
anticipated they would, and the last-enacted rule resolves the anomalous irreconcilability.
We also reject Interton’s true-intent-of-the-legislature argument for additional reasons.
The argument asks us to look past the language to seek the real intention or spirit of the
legislation. But we do not look beyond the language of a plainly stated law in pursuit of
its supposed spirit if the law is unambiguous. See Minn. Stat. § 645.16 (2014). Paragraph
(g) is unambiguous, so after determining that it prevails over the formerly enacted
paragraph (a), we look no further for meaning. Interton’s true-intent-of-the-legislature
argument also is belied by the legislative history. The proponents of paragraph (g)
explained the 2005 amendments to section 548.46 expressly as “provid[ing] that all
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foreign judgments be paid in United States dollars.” S.B. Summary for S.F. 1210 (Feb.
24, 2005). And the house promoters of the bill left even less room for Interton’s
legislative-intent argument: “If a party has a judgment on a foreign money claim (money
from another country), current law allows the party to choose between getting paid in
U.S. dollars or the foreign currency. The bill provides for payment only in U.S. dollars.”
H. Research B. Summary for H.F. 1295 (Mar. 9, 2005). We reject Interton’s legislative-
intent argument.
Interton next argues that other statutory provisions conflict with paragraph (g). It
particularly cites section 548.46(b), which states, “A judgment or award on a foreign-
money claim is payable” using the amount of U.S. dollars necessary to “purchase that
foreign money on the conversion date.” Minn. Stat. § 548.46(b) (2014). The “conversion
date” is “the banking day next preceding the date on which money” is paid to a claimant.
Minn. Stat. § 548.40(3) (2014). Interton suggests that this provision implies that foreign-
money judgments can be docketed as foreign-money judgments rather than docketed as
U.S. currency judgments. The assumption is wrong. By its terms, paragraph (b) directs
how foreign-money judgments can be paid (in U.S. currency), not how foreign-money
judgments must be docketed. There is no apparent conflict: the provision in paragraph (b)
accounts for the fact that, even after the docketing requirement of paragraph (g) would go
into effect after the 2005 amendments, all previously docketed foreign-money judgments
would still exist and be payable. In short, paragraph (b) directs how to treat foreign-
money judgments that have already been docketed and paragraph (g) directs how to treat
foreign-money judgments that have not yet been docketed. The history of paragraph (b)
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bears this out. Before 2005, paragraph (b) had declared, “A judgment or award on a
foreign-money claim is payable in that foreign money or . . . [in] United States dollars . .
. .”, but after 2005, it has specified, “A judgment or award on a foreign-money claim is
payable in . . . United States dollars . . . .” Compare Minn. Stat. § 548.46(b) (2004), with
2005 Minn. Laws ch. 14, § 2, at 171. In summary, in 2005 the legislature stopped
allowing for both the payment of a foreign judgment in foreign currency and the
docketing of a foreign judgment in foreign currency. No implied conflict separates
paragraphs (b) and (g).
We are also not moved from our reasoning by Interton’s reliance on Matson v.
Matson, 333 N.W.2d 862, 867–68 (Minn. 1983). Matson holds that “a foreign judgment
cannot be collaterally attacked on the merits.” 333 N.W.2d at 867. Interton argues that the
district court essentially collaterally attacked the federal judgment when it entered
judgment in a form that differed from the federal judgment, which it says violates the
Uniform Enforcement of Foreign Judgments Act, Minn. Stat. §§ 548.26–.33 (2014). But
the district court here did not attempt to correct a substantive error in the federal
judgment. Interton offers no alternative amount to indicate that the amount due on the
state judgment imprecisely reflects the value of the federal judgment as of the date that
the state district court calculated the judgment based on the controlling exchange rate.
The district court merely interpreted the judgment to align it with Minnesota law, which
neither Matson nor the act forbids. We understand that the shekel happened to be
relatively strong against the dollar at the time of docketing and that Interton would prefer
to leave the judgment in shekels to allow for a more favorable exchange rate later,
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potentially, depending on later economic conditions. But nothing in the statute invites the
district court to consider the economic effect of the conversion. It was bound to follow
the statute, and it did so. The district court did not err by converting the shekels-
denominated part of the award into dollars before docketing the foreign judgment.
II
Interton argues that the district court erred by applying linkage to the dollar-
denominated damages award. The argument requires that we interpret the federal
judgment language, which states, in relevant part, that Interton must pay AVR and
Sonovation “$2,675,000 in damages, plus 4% compound annual interest from January 1,
2007 until payment is made and linkage to the Israeli Consumer Price Index from
December 11, 2011 until payment is made according to the value of the damages award
in Israeli New Shekels on December 11, 2011.” We find no precedent directing our
standard of review of the district court’s interpretation of a disputed federal judgment.
And the parties have not substantially briefed the issue. But we do not decide whether we
should review the district court’s decision as if it rests on a question of fact, leaving us to
give some deference to the district court’s interpretation, or whether we should instead
treat the interpretation as a question of law that we consider de novo. This is because
whether our review is deferential or de novo, the result is the same; we agree with the
district court that it was required to apply linkage to the dollar-denominated damages
award.
The judgment language is cumbersome but not too complicated to construe. To
compute the linkage that must be calculated on “the value of the damages award in Israeli
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New Shekels on December 11, 2011,” one must first determine the amount of the
damages award with interest as of December 11, 2011, next convert that total amount into
Israeli new shekels based on the value as of that date’s currency exchange rate, and then
apply linkage to that amount for the period from December 11 until payment is made.
This seems to us to be the most straightforward interpretation of the federal court’s
language. Interton does not suggest any other way to interpret the language. It asserts
only that linkage should not be available for damages that the prior judgment expressed
in dollars. It essentially advocates that we strike most of the text from that term of the
judgment so that it simply assigns “$2,675,000 in damages, plus 4% compound annual
interest from January 1, 2007 until payment is made.” Striking language is not
interpreting language. We cannot ignore the federal court’s specific inclusion of
“linkage” in its damages description because we do not assume that it intended any of the
judgment language to be superfluous. And the parties specifically litigated before the
federal court the appropriateness of the provisions in the Israeli judgment before that
court entered the federal judgment.
Interton argues reasonably that linkage should be available only if the damages
award was actually (rather than just hypothetically) converted into shekels. The argument
has some logical appeal because linkage to the Israeli consumer price index addresses the
declining purchasing power of the shekel, not the dollar. Interton’s formulation would
allow AVR and Sonovation to convert the accrued damages award as of December 11,
2011, ($3,247,210) into shekels based on the December 11, 2011 exchange rate. AVR
and Sonovation would then be entitled to receive that shekel-denominated amount plus
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4% compound interest and linkage from December 11, 2011, until payment is made.
Under this arrangement, if Interton elected to pay in dollars, the parties could convert the
accrued shekel-denominated award back into dollars at the payment date’s exchange rate.
Linkage under these circumstances would account for devaluation of the damages award
only as it remained denominated in shekels.
In addition to being plausible, it appears that this valuation might have been the
federal district court’s intended result. That court stated in its memorandum that linkage
should apply only if interest on the damages award accrues in shekels. AVR, 2014 WL
1775738, at *3. And interest could accrue in shekels only if the principal was
denominated in shekels. But this consideration does not appear in the express order of the
federal district court, and the state district court was interpreting and docketing the
federal judgment as it was expressly ordered, not as it might have been otherwise
intended. See Matson, 333 N.W.2d at 868 (holding that “an error or irregularity in the law
or facts of the foreign judgment, in the absence of” jurisdictional or due process issues or
fraud, “does not constitute grounds on which a court of the enforcing state may reopen
and modify the foreign judgment”). The state district court did not, and we will not,
refashion the judgment to conform to the prejudgment statements of the federal district
court. The parties had a full opportunity to litigate the language of the federal judgment in
federal court, and it was not for the state district court to revisit any lost federal-court
opportunities or to resolve issues that the parties left unresolved.
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III
Interton contends that the state district court erred by applying Minnesota’s
statutory postjudgment interest rate to the amount set out in the Minnesota docketed
judgment. This raises a question of statutory interpretation, which we review de novo.
Reider v. Anoka-Hennepin Sch. Dist. No. 11, 728 N.W.2d 246, 249 (Minn. 2007).
The problem, as Interton presents it, is that the Minnesota interest rate exceeds the
rate stated in the arbitration award. The federal court judgment mirrors the arbitrator’s
original award and imposes 4% interest on the awards for damages and for fees and costs.
When the state district court docketed the federal judgment after converting the foreign-
money amounts to U.S. currency, it did not impose a 4% interest rate but instead
subjected the Minnesota judgment to Minnesota postjudgment statutory interest. And the
interest rate in this case will be 10% annually because the award exceeds $50,000. 2015
Minn. Laws ch. 30, art. 1, § 12, at 14 (amending Minn. Stat. § 549.09, subd. 1(c)(2)
without altering the general rule).
Interton maintains that the state district court was bound to include only the 4%
interest rate as stated in the foreign judgment. It provides no textual response to the
statutory language, which plainly requires that Minnesota’s interest rate “appl[ies] to
foreign judgments filed pursuant to” Minnesota’s Uniform Enforcement of Foreign
Judgment Act. Minn. Stat. § 548.27. The judgment here was filed pursuant to the act.
And even if Interton had prevailed on its contention that the judgment should not have
been converted to U.S. dollars, still “[a] judgment or award on a foreign-money claim
bears interest at the rate applicable to judgments of this state.” Minn. Stat. § 548.48(c)
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(2014). These statutes afford no exception for state docketed judgments that arose from
foreign judgments that were already assigned an interest rate by the foreign jurisdiction.
The district court here applied the foreign interest rate and linkage that accrued before the
state docketing to determine the amount then due, and then it applied the statutory
interest rate to that total amount in U.S. dollars going forward. This approach tracks the
statutory requirement. We therefore hold that the district court did not misapply the
statute.
Interton raises a fairness argument, maintaining that the judgment creditors AVR
and Sonovation will receive a windfall under the statutory rate. This position overlooks
the fact that individual sovereign states and nations can and do apply different measures
to encourage the satisfaction of judgments and protect judgment creditors in their
respective jurisdictions from the cost of delayed payment. Postjudgment interest is
intended as a “payment of a reasonable sum for the loss of the use of money to which [a
judgment creditor] has been entitled since the time the verdict was rendered.”
McCormack v. Hankscraft Co., 281 Minn. 571, 573, 161 N.W.2d 523, 524 (1968).
Among other things, it also “encourage[s] prompt payment of judgments [and]
penalize[s] judgment debtors who bring frivolous appeals.” Redleaf v. Redleaf, 807
N.W.2d 731, 735 (Minn. App. 2011). The Israeli judgment included an interest rate that
was presumably designed to achieve the same result—prompt payment. Interest rightly
accrued under that Israeli rate while the Israeli judgment went unpaid, and it continued to
accrue until the judgment was docketed in Minnesota. The Minnesota docketing resulted
in an interest (and linkage) calculation to determine the accrued amount that Interton then
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owed based on the Israeli 4% interest rate. Going forward, however, with the obligation
to pay the Minnesota judgment filed in a Minnesota court now resting on Minnesota law,
the district court implicitly recognized that the Minnesota legislature reasonably imposes
its own postjudgment interest rate. The legislature certainly could have chosen a different
policy—perhaps one that defers to the interest rate stated in the foreign judgment. But it
did not. Interton can of course avoid Minnesota’s postjudgment interest altogether by
promptly paying the judgment amount. So even if we could disregard the express
statutory language to avoid unfairness, we would have no reason to do so here.
DECISION
The state district court correctly applied state law when it entered judgment in a
dollar-denominated amount and specified that interest after the judgment would accrue at
the statutory rate. The district court also accurately interpreted the federal judgment and
applied linkage to the damages award.
Affirmed.
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