Northstar Founders, LLC v. Hayden Capital USA, LLC
2014 ND 200
| N.D. | 2014Background
- Northstar sought financing to build a canola processing plant in Hallock, MN and engaged MDL and Irish under an MDL Agreement to locate financing sources.
- MDL and Irish introduced Williams to Northstar; Williams was connected to Hayden Capital and Hayden USA to assist in financing.
- Northstar signed a non-exclusive Hayden USA agreement to act as a financial advisor and placement agent; Williams purportedly worked with Hayden USA in obtaining financing.
- Northstar, in 2010–2011, organized a financing via PICO Holdings and related entities, culminating in construction of the plant; Hayden/MDL sought finder’s fees.
- District court granted declaratory relief finding Northstar did not owe finder’s fees to Hayden or MDL and dismissed most tort/contract claims; MDL/Hayden appealed, Northstar cross-appealed.
- On appeal, the court affirmed, holding Hayden had no finder’s fee, MDL’s fee claim under the MDL Agreement was based on an ambiguous provision, and collateral estoppel barred Northstar’s tort claims against Hayden.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the court had personal jurisdiction over Hayden | Northstar asserts long-arm jurisdiction under 4(b)(2)(C) based on torts | Hayden contends no sufficient contact, no tort-bearing connections | Yes; due process satisfied and long-arm invoked |
| Interpretation of the MDL Agreement’s fees (Success Fee) | MDL entitled to fee for introducing to Williams and subsequent financing | MDL never introduced a true ‘source of financing’; Williams not acting as MDL/MDL not entitled | Ambiguous; MDL not entitled to fee as introduced source not proven |
| Whether Williams acted for Oppenheimer vs Hayden USA in introducing financing | Williams acted for Hayden USA | Williams acted on behalf of Oppenheimer; Hayden not entitled to fees | Williams acted on Oppenheimer’s behalf; Hayden not entitled to finder’s fee |
| Collateral estoppel effect of NY federal dismissal on Northstar’s tort claims | New York dismissal not final, not precluding relitigation | New York order final on the merits bars relitigation | Collateral estoppel applies; NY dismissal final and bars Northstar tort claims |
| MDL's unjust enrichment/quantum meruit claims against PICO Hallock | MDL provided services and should be compensated under unjust enrichment/quantum meruit | No service to PICO Hallock; payment due under contract with Northstar; no enrichment | Claims fail; district court’s dismissals affirmed |
Key Cases Cited
- Ensign v. Bank of Baker, 2004 ND 56 ((N.D. 2004)) (two-prong personal jurisdiction test; burden on plaintiff)
- Rodenburg v. Fargo-Moorhead YMCA, 2001 ND 139 ((N.D. 2001)) (prima facie jurisdiction; light most favorable to plaintiff)
- Hansen v. Scott, 2002 ND 101 ((N.D. 2002)) (minimum contacts and purposeful direction for specific jurisdiction)
- International Shoe Co. v. Washington, 326 U.S. 310 ((U.S. Supreme Court 1945)) (foundation for due process in personal jurisdiction)
- Cal; Calder v. Jones, 465 U.S. 783 ((U.S. 1984)) (effects test for purposeful direction in jurisdiction)
- Westman v. Dessellier, 459 N.W.2d 545 ((N.D. 1990)) (finality standard for collateral estoppel)