329 P.3d 773
Or. Ct. App.2014Background
- Plaintiffs, limited partners in three Florida low-income housing partnerships, allege breach of contract and seek declaratory relief related to repurchase of their interests under the partnerships’ agreements.
- Each partnership provides that repurchase obligations are guaranteed by the general partners and, in turn, by AOH, with corresponding guaranties.
- Contracts require suit to be brought in Oregon or Florida courts and consent to jurisdiction in either Oregon or Florida; guarantees likewise consent to Oregon or Florida courts.
- Defendants moved to dismiss for lack of subject matter and personal jurisdiction and for forum non conveniens, among other grounds; the trial court granted dismissals on lack of subject matter and personal jurisdiction.
- A supplemental judgment awarded defendants costs and $50,000 in attorney fees; plaintiffs appeal both judgments, challenging jurisdictional rulings and fee award.
- The court reverses and remands for lack of subject matter jurisdiction error, rejects the trial court’s personal jurisdiction ruling as based on the wrong reasoning, and reverses the attorney-fee award.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Oregon has subject matter jurisdiction over the breach claims | Plaintiffs argue Oregon can adjudicate repurchase without Florida dissolution. | Defendants contend Florida dissolution concerns defeat Oregon jurisdiction. | Subject matter jurisdiction exists; court erred in dismissing. |
| Whether Oregon has personal jurisdiction given express consent to Oregon/Florida courts | Consent provisions in partnership and guaranty agreements grant Oregon jurisdiction. | Consent cannot be enforced as Oregon jurisdiction would be unfair or unreasonable. | Trial court erred; enforceability depends on Reeves/Nike framework; not affirmed for misapplication. |
| Whether the case can be resolved under a forum non conveniens or other grounds not reached below | Alternative grounds were not yet ripe for decision. | Trial court appropriately avoided other grounds. | We decline to affirm on those grounds; they were not reached or supported. |
| Whether the attorney-fee award was proper given the dismissal | Fees should be denied if dismissal is reversed on appeal. | Fees follow the trial court’s judgment. | Supplemental attorney-fee judgment reversed. |
Key Cases Cited
- Speciality Risk Services v. Royal Indemnity Co., 213 Or App 620 (2007) (defines subject-matter jurisdiction as court-authorized power over disputes)
- Reeves v. Chem Industrial Co., 262 Or 95 (1972) (exclusive-venue clauses enforceable unless unfair or unreasonable)
- Nike USA, Inc. v. Pro Sports Wear, Inc., 208 Or App 531 (2006) (forum-selection clauses prima facie enforceable; exceptions for fairness)
- Outdoor Media Dimensions Inc. v. State of Oregon, 331 Or 634 (2001) (right-for-the-wrong-reason doctrine governs affirmance on alternative bases)
- The Bremen v. Zapata Offshore Co., 407 U.S. 1 (1972) (exclusive jurisdiction clauses enforceable absent unfairness)
- Portland Trailer & Equipment v. A-1 Freeman Moving, 166 Or App 651 (2000) (courts may consider extrinsic evidence in personal jurisdiction analysis)