The Wolf Organization, Inc. v. TNG Contractors, LLC

07/03/2019
IN THE COURT OF APPEALS OF TENNESSEE
AT NASHVILLE
July 10, 2018 Session
THE WOLF ORGANIZATION, INC. v. TNG CONTRACTORS, LLC
Appeal from the Circuit Court for Davidson County
No. 16C819 Kelvin D. Jones, Judge
___________________________________
No. M2018-00073-COA-R3-CV
___________________________________
Judgment creditor petitioned to enforce Pennsylvania default judgment under the
Uniform Enforcement of Foreign Judgments Act. See Tenn. Code Ann. §§ 26-6-101 to
-108 (2017). Judgment debtor moved for summary judgment, claiming that the
Pennsylvania judgment was void because the court lacked personal jurisdiction. The trial
court denied the judgment debtor’s motion for summary judgment and later granted
summary judgment to the judgment creditor. The trial court also denied the judgment
creditor’s subsequent motion to supplement the balance of the judgment to include post-
judgment attorney’s fees and expenses. Both parties raise issues on appeal. We conclude
that the judgment debtor waived its personal jurisdiction defense in the Pennsylvania
court. We further conclude that the judgment creditor could not seek an award of post-
judgment attorney’s fees and expenses in this enforcement action. So we affirm.
Tenn. R. App. P. 3 Appeal as of Right; Judgment of the Circuit Court Affirmed
W. NEAL MCBRAYER, J., delivered the opinion of the court, in which FRANK G.
CLEMENT, JR., P.J., M.S., and ANDY D. BENNETT, J., joined.
Benjamin E. Goldammer and Michael A. Johnson, Nashville, Tennessee, for the
appellant, TNG Contractors, LLC.
Joseph P. Rusnak, Nashville, Tennessee, for the appellee, The Wolf Organization, Inc.
OPINION
I.
The Wolf Organization, Inc. is a distributor of kitchen cabinets and other products,
headquartered in York, Pennsylvania. Wolf received a credit application from TNG
Contractors, LLC, a Tennessee limited liability company. After completing a credit
check, Wolf opened a customer account for TNG. TNG purchased goods from Wolf,
which Wolf shipped to Tennessee. But TNG did not pay all amounts Wolf invoiced for
the goods.
In the Court of Common Pleas of York County, Pennsylvania, Wolf filed a
complaint against TNG for breach of contract. When TNG did not respond to the
complaint, Wolf sought entry of a default judgment.
A.
A brief explanation of Pennsylvania civil procedure is necessary here. One unique
aspect to civil procedure in Pennsylvania is the role of the prothonotary. The office of
prothonotary is “a creation of Pennsylvania law or statewide procedure.” Edward C.
Sweeney, Essential Practice Rules and Concepts in Offices of the Prothonotary-Part I,
75 PA. B. ASS’N Q. 104, 105 (2004). Each county has a prothonotary who functions as
the clerk of the court of common pleas. See 42 Pa. Stat. and Cons. Stat. Ann. § 2731
(West, Westlaw through 2019 Regular Sess. Act 9); Brown v. Levy, 73 A.3d 514, 519
(Pa. 2013). The prothonotary’s role is ministerial, not judicial. Gotwalt v. Dellinger, 577
A.2d 623, 625 (Pa. Super. Ct. 1990). The prothonotary’s authority to act is derived from
Pennsylvania’s statutes and procedural rules. Id.; see 42 Pa. Stat. and Cons. Stat. Ann.
§ 2737 (West, Westlaw through 2019 Regular Sess. Act 9) (prescribing the powers and
duties of the office of the prothonotary).1
1
Under Pennsylvania law, the prothonotary is empowered to:
(1) Administer oaths and affirmations and take acknowledgments pursuant to section 327
(relating to oaths and acknowledgments), but shall not be compelled to do so in any
matters not pertaining to the proper business of the office.
(2) Affix and attest the seal of the court or courts to all the process thereof and to the
certifications and exemplifications of all documents and records pertaining to the office
of the prothonotary and the business of the court or courts of which it is the prothonotary.
(3) Enter all civil judgments, including judgments by confession.
(4) Enter all satisfactions of civil judgments.
2
Default judgments in Pennsylvania are entered by the prothonotary without
judicial participation upon praecipe2 of a party. See Pa. R. Civ. P. 237.1(a)(2), 1037(b).
After receipt of the necessary documentation, the prothonotary will review the court
record to see if it supports entry of a default judgment. See id. 237.1, 1037(b); Gotwalt,
577 A.2d at 625; Bank One Del. N.A. v. Mitchell, 70 Pa. D. & C.4th 353, 365-66 (Ct.
Com. Pl. 2005), aff’d sub nom. Bank One v. Mitchell, 897 A.2d 512 (Pa. Super. Ct.
2006). Entry of a default judgment by the prothonotary “precludes the opponent from
challenging his or her liability.” Mother’s Rest. Inc. v. Krystkiewicz, 861 A.2d 327, 335
(Pa. Super. Ct. 2004).
If the amount of the plaintiff’s legal damages can be calculated from the verified
complaint, the prothonotary will also assess damages. Pa. R. Civ. P. 1037(b)(1)
(directing the prothonotary to assess damages if the amount “is a sum certain or which
can be made certain by computation”). But the prothonotary is not authorized to order
equitable relief. See id. 1037(d). So if the amount of damages is uncertain or the
complaint requests equitable relief, “the trial court has the independent obligation to
fashion the appropriate relief at a future date.” Mother’s Rest. Inc., 861 A.2d at 335; see
Pa. R. Civ. P. 1037(b)(1), (d).
An aggrieved party may petition the court for relief from a default judgment by
filing a petition to strike and/or to open a default judgment. Cintas Corp. v. Lee’s
Cleaning Servs., Inc., 700 A.2d 915, 918-19 (Pa. 1997). These are two distinct remedies
under Pennsylvania law. Id. at 918. A petition to strike a default judgment “operates as a
demurrer to the record.” Id. The petition will be granted “if a fatal defect appears on the
face of the record.” Id. at 919; see Pa. R. Civ. P. 206.5(e). A petition to open a judgment
is an equitable remedy. Cintas Corp., 700 A.2d at 919. The petitioner must prove that
the petition was timely, the failure to respond to the complaint was excusable, and the
existence of a meritorious defense. See Schultz v. Erie Ins. Exch., 477 A.2d 471, 472 (Pa.
1984). But see Pa. R. Civ. P. 237.3(b)(2) (providing that if the petition is filed within ten
days of entry of the default judgment, the petitioner must only show a meritorious
defense).
(5) Exercise the authority of the prothonotary as an officer of the court.
(6) Exercise such other powers and perform such other duties as may now or hereafter be
vested in or imposed upon the office by law, home rule charter, order or rule of court, or
ordinance of a county governed by a home rule charter or optional plan of government.
42 Pa. Stat. and Cons. Stat. Ann. § 2737.
2
A praecipe is a “written motion or request seeking some court action, esp. a trial setting or an
entry of judgment.” Praecipe, BLACK’S LAW DICTIONARY (11th ed. 2019).
3
B.
Wolf sent TNG a ten-day notice of intent to take a default. See Pa. R. Civ. P.
237.1(a)(2)(ii). TNG did not respond. On July 13, 2015, Wolf filed a praecipe to enter
default judgment “in the amount of $22,493.59 together with interest compounded
monthly at the rate of 1.5%, from March 30, 2015, and legal fees plus costs to be
determined.” The prothonotary entered a default judgment against TNG that same day.
The prothonotary then sent written notice to TNG of the entry of the default judgment.
See Pa. R. Civ. P. 236.
On August 14, 2015, TNG filed a petition to open default judgment accompanied
by a proposed answer.3 In its petition, TNG explained that, although it received a copy of
the complaint and the notice of default, it did not file an answer because it was in “active
negotiations with Plaintiff [about] defects and other issues with the products sent to
Defendant by Plaintiff.” TNG asked the court to set aside the default and allow it to file
an answer disputing the amount owed. The court denied the petition on November 16,
2016. TNG’s subsequent appeal to the Pennsylvania Superior Court was unsuccessful.
Notably, TNG never raised the issue of personal jurisdiction.
C.
On March 23, 2016, in the Circuit Court for Davidson County, Tennessee, Wolf
filed a petition to enforce foreign judgment under the Uniform Enforcement of Foreign
Judgments Act (“UEFJA”). See Tenn. Code Ann. §§ 26-6-101 to -108 (2017). In
response, TNG raised, for the first time, the issue of whether the Pennsylvania court
lacked personal jurisdiction in the underlying action. On July 5, 2017, TNG sent Wolf
discovery requests, including a set of requests for admission, focused primarily on the
issue of personal jurisdiction. But before a response was due, the circuit court granted
Wolf’s petition.
TNG then filed a motion to alter or amend. And on September 6, 2017, the court
set aside its original order and scheduled a trial to determine the validity of the
Pennsylvania judgment.
TNG then moved for summary judgment arguing that the Pennsylvania court
lacked both general and specific personal jurisdiction. TNG’s motion and statement of
3
Because TNG’s petition to open was filed more than ten days after entry of the default
judgment, TNG was required to establish that the petition was timely, the failure to respond to the
complaint was excusable, and the existence of a meritorious defense. See Schultz, 477 A.2d at 472; cf.
Pa. R. Civ. P. 237.3(b)(2).
4
undisputed material facts relied exclusively on a declaration from Mr. Akbar Arab.4 In
response, Wolf argued that TNG was not entitled to summary judgment because TNG
had waived its jurisdictional defense by failing to raise it in Pennsylvania. Wolf also
filed its own motion for summary judgment.
Two days before the hearing on TNG’s motion, TNG changed strategies and
argued that lack of personal jurisdiction had been conclusively established by Wolf’s
failure to respond to TNG’s requests for admission within thirty days. See Tenn. R. Civ.
P. 36.01. Although the requests had been served on July 5, Wolf did not respond until
October 16. According to TNG, by failing to submit a timely response, Wolf had
admitted all the facts necessary to conclude that the Pennsylvania court lacked personal
jurisdiction over TNG. Among other things, TNG requested that Wolf admit that
“Pennsylvania courts do not have personal jurisdiction over Defendant.”
The circuit court denied TNG’s motion. Shortly thereafter, the parties agreed that
a trial on the validity of the Pennsylvania judgment was unnecessary because the issue of
whether the Pennsylvania court had personal jurisdiction over TNG could be decided in
the context of Wolf’s pending motion for summary judgment.
On December 28, 2017, the court granted Wolf summary judgment. The court
determined that TNG had waived its jurisdictional argument by failing to contest
jurisdiction in its Pennsylvania court filings. So the court granted Wolf’s petition to
enforce the foreign judgment.
Later, Wolf asked the trial court to award an additional $15,950.50 in attorney’s
fees and expenses incurred since March 1, 2016. Wolf argued that TNG had agreed in
the credit application that if the account was referred for collection, it would pay
“reasonable costs incurred, including attorney’s fee[s].” The court denied Wolf’s request.
II.
Both parties have raised issues on appeal. TNG argues that the trial court erred in
denying its motion for summary judgment. TNG also claims that the trial court failed to
consider the effect of Wolf’s untimely response to its requests for admission. Wolf
contends that the trial court’s summary judgment decision was correct, but the court erred
in denying its motion for a supplemental award of attorney’s fees and expenses.
4
Mr. Arab’s declaration was not included in the appellate record, but was attached to TNG’s
brief on appeal. See Tenn. R. App. P. 13(c) (limiting this court to consideration of “those facts
established by the evidence in the trial court and set forth in the record”). It is well settled that attaching a
document to an appellate brief does not supplement the record on appeal. Jennings v. Sewell-Allen Piggly
Wiggly, 173 S.W.3d 710, 712 (Tenn. 2005).
5
A.
The UEFJA, as codified in Tennessee, provides a streamlined process for the
enrollment and enforcement of a foreign judgment. See Tenn. Code Ann. §§ 26-6-101 to
-108; Baumann v. Williams, No. M2006-00962-COA-R3-CV, 2007 WL 3375365, at *2
(Tenn. Ct. App. Nov. 13, 2007). The petitioner must file an authenticated copy of the
foreign judgment with the court clerk along with an affidavit containing the names and
last known addresses of the parties. Tenn. Code Ann. §§ 26-6-104(a), -105(a); Tenn. R.
Civ. P. 3A.01. Then the clerk will issue a summons. Tenn. Code Ann. § 26-6-105(b);
Tenn. R. Civ. P. 3A.03(2). After filing, the foreign judgment “has the same effect and is
subject to the same procedures, defenses and proceedings for reopening, vacating, or
staying as a judgment of a court of record of this state and may be enforced or satisfied in
like manner.” Tenn. Code Ann. § 26-6-104(c). Thirty days after service of the summons,
if the judgment debtor has taken no action, the judgment creditor may enforce the
judgment. Id. § 26-6-105(c); Tenn. R. Civ. P. 3A.04. No additional court orders are
required. McCall v. Johnson, No. 01A01-9408-CH-00392, 1995 WL 138898, at *2
(Tenn. Ct. App. Mar. 31, 1995).
TNG objected to enforcement of the Pennsylvania judgment based on lack of
personal jurisdiction. The UEFJA applies only to foreign judgments “which [are] entitled
to full faith and credit in this state.” Tenn. Code Ann. § 26-6-103. It is well established
that judgments issued without personal jurisdiction are not entitled to full faith and credit.
Four Seasons Gardening & Landscaping, Inc. v. Crouch, 688 S.W.2d 439, 442 (Tenn.
Ct. App. 1984). Because our courts presume that the decrees of our sister states are valid,
the party attacking the validity of the foreign judgment bears a heavy burden of proof. Id.
at 441-42; Biogen Distribs., Inc. v. Tanner, 842 S.W.2d 253, 256 (Tenn. Ct. App. 1992).
Whether to afford full faith and credit to a foreign judgment is a question of law,
which we review de novo with no presumption of correctness. First State Bank of Holly
Springs, Mississippi v. Wyssbrod, 124 S.W.3d 566, 573 (Tenn. Ct. App. 2003). Summary
judgment is an appropriate mechanism to decide this issue so long as there are no
disputes as to any material fact and the movant is entitled to judgment as a matter of law.
See Coastcom, Inc. v. Cruzen, 981 S.W.2d 179, 181 (Tenn. Ct. App. 1998); Biogen
Distribs., Inc., 842 S.W.2d at 255.
Summary judgment may be granted only “if the pleadings, depositions, answers to
interrogatories, and admissions on file, together with the affidavits, if any, show that
there is no genuine issue as to any material fact and that the moving party is entitled to a
judgment as a matter of law.” Tenn. R. Civ. P. 56.04; see also Martin v. Norfolk S. Ry.
Co., 271 S.W.3d 76, 83 (Tenn. 2008). As with all summary judgment decisions, we must
review the record de novo and make a fresh determination of whether the requirements of
Tennessee Rule of Civil Procedure 56 have been met. Eadie v. Complete Co., 142
6
S.W.3d 288, 291 (Tenn. 2004); Blair v. W. Town Mall, 130 S.W.3d 761, 763 (Tenn.
2004).
1. Requests for Admission
TNG maintains that Wolf admitted that the Pennsylvania court lacked personal
jurisdiction by failing to respond to TNG’s requests for admission. Requests for
admission are a “useful tool” for narrowing the issues for trial. Tenn. Dep’t of Human
Servs. v. Barbee, 714 S.W.2d 263, 266 (Tenn. 1986). Under Rule 36, failure to respond
to a written request for admission within thirty days after service of the request is deemed
an admission. Tenn. R. Civ. P. 36.01. Unless withdrawn or amended, a Rule 36
admission “is conclusively established.” Id. 36.02. No further proof is necessary, and
“no evidence should be permitted to refute it.” Tenn. Dep’t of Human Servs., 714 S.W.2d
at 267.
The trial court decided TNG’s motion for summary judgment without reference to
the requests for admission. Based on this record, we conclude that the trial court did not
err because TNG waived any reliance on the requests by waiting until the last minute to
bring this issue to the attention of the trial court. The thirty-day response window ended
after the trial court initially granted Wolf’s petition. At that point, the case was
seemingly over. After the case was reopened, TNG never resubmitted the requests or
sought the court’s guidance on the status of the original requests. And when TNG moved
for summary judgment, it relied exclusively on other evidence even though Wolf had not
yet responded to the requests. TNG only raised the issue of the requests for admission a
mere two days before the scheduled motion hearing, two weeks after receiving a response
to the requests.
Our supreme court faced an analogous situation in a paternity case, Tennessee
Department of Human Services v. Barbee, 714 S.W.2d 263 (Tenn. 1986). After the
plaintiff submitted her requests for admission on the issue of paternity, the court entered a
default judgment. Barbee, 714 S.W.2d at 264-65. The default judgment was later set
aside, and the case proceeded to trial. Id. at 265. At trial, the plaintiff asked the court to
instruct the jury that paternity was conclusively established based on the defendant’s
failure to respond to her requests for admission. Id. The trial court denied the request,
and the supreme court affirmed. Id. at 267. The supreme court explained that Rule 36
admissions should be brought to the trial court’s attention in a discovery motion, during a
pretrial conference, or through a motion for summary judgment. Id. at 266. The court
noted that the plaintiff was not prejudiced or misled by the trial court’s decision because
the defendant had denied paternity from the beginning. Id. at 267. Emphasizing the
highly unusual circumstances of the case, the court held that “[a]ny reliance on the
admissions by Plaintiff was waived when she failed to seek guidance in the trial court on
the status of her Rule 36 requests prior to trial.” Id.
7
Faced with another “highly unusual” case, we conclude that TNG waived any
reliance on Wolf’s failure to respond to the requests for admission within thirty days. So
the issue of personal jurisdiction must be determined by application of Pennsylvania law
to the undisputed facts in the record, without reference to the requests for admission. See
Biogen Distribs., Inc., 842 S.W.2d at 256-57.
2. Personal Jurisdiction
We look to the law of the forum state to determine whether the Pennsylvania court
had personal jurisdiction over TNG. See Four Seasons Gardening & Landscaping, Inc.,
688 S.W.2d at 442. The Pennsylvania long-arm statute permits the exercise of
jurisdiction over non-resident defendants to the fullest extent allowed by the U.S.
Constitution. See 42 Pa. Stat. and Cons. Stat. Ann. § 5322(b) (West, Westlaw through
2019 Regular Session Act 9); Kachur v. Yugo Am., Inc., 632 A.2d 1297, 1298 (Pa. 1993).
The nature and quality of the non-resident defendant’s activities in the forum state
determine whether the exercise of personal jurisdiction comports with due process.
Mendel v. Williams, 53 A.3d 810, 817 (Pa. Super. Ct. 2012). A court may exercise
specific personal jurisdiction if the non-resident defendant has sufficient minimum
contacts with the forum state that the exercise of personal jurisdiction would be fair and
reasonable. Kubik v. Letteri, 614 A.2d 1110, 1113 (Pa. 1992). The exercise of general
personal jurisdiction is allowed when the defendant’s activities in the forum are
“continuous and substantial.” Commonwealth ex rel. Pappert v. TAP Pharm. Prods.,
Inc., 868 A.2d 624, 628 (Pa. Commw. Ct. 2005).
TNG argues that the facts in this record fail to establish “constitutionally sufficient
minimum contacts between Pennsylvania and [TNG].” Wolf contends that no minimum
contact analysis is required here because TNG waived any objections to personal
jurisdiction under Pennsylvania law. We agree with Wolf’s contention. See Biogen
Distribs., Inc., 842 S.W.2d at 256-57 (holding that judgment debtor’s claim of
insufficient minimum contacts was irrelevant since he failed to raise issue of personal
jurisdiction in answer filed in forum state).
Personal jurisdiction issues “must be raised at the first reasonable opportunity or
they are lost.” Manack v. Sandlin, 812 A.2d 676, 683 (Pa. Super. Ct. 2002). To
determine whether a party has waived its jurisdictional objections, Pennsylvania courts
apply their rules of civil procedure. Monaco v. Montgomery Cab Co., 208 A.2d 252, 254
n.1 (Pa. 1965).
In Pennsylvania, “[p]reliminary objections are the exclusive means by which to
raise the question of in personam jurisdiction.” Roskwitalski v. Reiss, 487 A.2d 864, 868
(Pa. Super. Ct. 1985); see also Monaco, 208 A.2d at 254 n.1; Pa. R. Civ. P. 1028(a)(1).
Preliminary objections are pleadings and must be filed within twenty days of service of a
8
complaint. Monaco, 208 A.2d at 254 n.1. Failure to raise the question of personal
jurisdiction in preliminary objections is deemed a waiver of that issue. Yentzer v. Taylor
Wine Co., 186 A.2d 396, 398 (Pa. 1962); see also Pa. R. Civ. P. 1032(a) (providing that
“all defenses and objections which are not presented either by preliminary objection,
answer or reply” are waived); Commonwealth ex rel. Cook v. Cook, 449 A.2d 577, 582
(Pa. Super. Ct. 1982) (holding failure to raise jurisdictional issue in preliminary
objections constituted a waiver).
If TNG had never filed any pleadings in the Pennsylvania litigation, waiver would
not be an issue here. See Manack, 812 A.2d at 683 n.4. But TNG sought relief from the
default judgment by filing a petition to open the judgment with an attached answer. See
Pa. R. Civ. P. 237.3(a). Contrary to TNG’s argument on appeal, the petition to open
default judgment was not a mere procedural device. It was an appeal to the equitable
power of the Pennsylvania court seeking to set aside the default judgment and allow TNG
to file the proposed answer. See Cintas Corp., 700 A.2d at 919. In both the petition and
the proposed answer, TNG asserted that it had a meritorious defense to the complaint,
namely that the products received from Wolf were “defective, damaged and did not
adhere to the specifications provided.” After the court refused to reopen the default
judgment, TNG filed an unsuccessful appeal to the Pennsylvania Superior Court.
Most importantly, TNG never questioned the personal jurisdiction of the
Pennsylvania court in its petition or answer. See Pa. R. Civ. P. 206.1(b) (“All grounds for
relief, whether to strike or open a default judgment, shall be asserted in a single
petition.”); cf. Holden v. Holden, 542 A.2d 557, 558, 561-62 (Pa. Super. Ct. 1988)
(noting that the defendant alleged lack of personal jurisdiction in the petition to open
default judgment). Failure to raise personal jurisdiction at the earliest possible
opportunity is a waiver. See Pa. R. Civ. P. 1032(a); see also Manack, 812 A.2d at 683
(holding that defendant waived issue of lack of personal jurisdiction when he failed to
raise the issue “by preliminary objections or in his Motion to Vacate Default Judgment”).
Under Pennsylvania’s rules, TNG could have preserved the jurisdictional issue by
attaching preliminary objections to the petition to open default judgment. See Pa. R. Civ.
P. 237.3(a) (providing that an answer or preliminary objections “which the petitioner
seeks leave to file” should be attached to the petition). The comments to Rule 237.3
explain that the attachment requirement “enables the court to determine . . . whether . . .
one or more of the preliminary objections has merit, or the answer alleges a meritorious
defense.” Pa. R. Civ. P. 237.3 explanatory cmt. to 1994 amendment; see also Atl. Credit
& Fin., Inc. v. Giuliana, 829 A.2d 340, 343 (Pa. Super. Ct. 2003) (holding that petitioner
may establish meritorious defense by attaching preliminary objections, rather than an
answer, to a petition to open). But TNG chose to present a defense on the merits rather
than assert lack of personal jurisdiction. When a defendant takes action on the merits
“beyond the mere filing of an appearance by the party seeking not to be bound” personal
9
jurisdiction issues are waived. Hoeke v. Mercy Hosp. of Pittsburgh, 386 A.2d 71, 74-75
(Pa. Super. Ct. 1978).
We conclude that the trial court properly denied TNG’s motion for summary
judgment. Based on the undisputed facts in the record, TNG waived any personal
jurisdictional issues by seeking to open the Pennsylvania default judgment without
raising the issue of personal jurisdiction.
B.
For its part, Wolf complains that the Tennessee court erred in denying its request
to “supplement[] the judgment balance” to include costs and attorney’s fees incurred
since March 1, 2016. The Pennsylvania judgment did not award a specific amount of
attorney’s fees. Rather, the judgment left the amount of the fees and costs to be
determined. As discussed previously, the prothonotary may only assess damages in an
amount that can be calculated from the complaint. See Pa. R. Civ. P. 1037(b)(1). If a
judgment creditor seeks additional damages, the creditor may petition the court to
reassess damages after entry of the judgment. See EMC Mortg., LLC v. Biddle, 114 A.3d
1057, 1061 (Pa. Super. Ct. 2015); see also Samuel-Bassett v. Kia Motors Am., Inc., 34
A.3d 1, 49 (Pa. 2011) (explaining that in Pennsylvania “a petition for attorneys’ fees is an
ancillary matter, which the trial court retains authority to decide after entry of judgment
on the verdict”).
Wolf did not petition the Pennsylvania court to award post-judgment attorney’s
fees. Instead, Wolf chose to register and enforce the Pennsylvania judgment in
Tennessee under the UEFJA. The UEFJA does not authorize an award of attorney’s fees.
See Tenn. Code Ann. §§ 26-6-101 to -108; Hi-Pro Animal Health v. Halverson, 2002 OK
CIV APP 61, ¶ 8, 48 P.3d 119, 121 (noting that Oklahoma’s version of the UEFJA “does
not have an express provision for award of attorney fees”); Woodcraft Constr., Inc. v.
Hamilton, 786 P.2d 307, 308 (Wash. Ct. App. 1990) (finding no statutory basis for an
award of attorney’s fees in Washington’s version of UEFJA).
And Wolf’s reliance on the underlying credit agreement to support its claim for
attorney’s fees is misplaced. This is not a breach of contract action. Rather, it is an
action seeking to register and enforce a foreign judgment. See In re Proceeding to
Enforce Judgment Against Nat’l Partitions, Inc., No. E2016-00339-COA-R3-CV, 2017
WL 1149208, at *10 (Tenn. Ct. App. Mar. 27, 2017) (“The Plaintiffs’ action to enroll its
Illinois judgment in Tennessee is a separate action from its breach of contract action in
Illinois.”). The issue before the trial court was whether to give full faith and credit to the
Pennsylvania judgment. See id. at *4 (noting that the UEFJA “codifies the Full Faith and
Credit clause”). The merits of the underlying litigation, including the amount of damages
awarded, were irrelevant. See Benham v. Fisher, 650 S.W.2d 759, 760 (Tenn. Ct. App.
1983).
10
III.
The trial court did not err in denying TNG’s motion for summary judgment.
Based on the unusual circumstances of this case, we conclude that TNG could not rely on
its requests for admission even though Wolf did not timely respond to the requests. We
further conclude that TNG waived its personal jurisdiction defense in the Pennsylvania
action. The trial court also did not err in denying Wolf’s motion to supplement the
judgment balance. So we affirm the trial court’s decision in all respects.
_________________________________
W. NEAL MCBRAYER, JUDGE
11