Tricarichi v. Cooperative Rabobank, U.A.
440 P.3d 645
Nev.2019Background
- Plaintiff Michael Tricarichi, former sole shareholder of Ohio corporation Westside, participated in a Midco intermediary tax-shelter transaction that the IRS and U.S. Tax Court later found improper, resulting in transferee liability for large tax deficiencies and penalties.
- Fortrend and affiliates (Nob Hill, Millennium) arranged the Midco transaction; Rabobank (Dutch bank) and its U.S. subsidiary Utrecht-America financed and routed funds through New York accounts; account documents listed Tricarichi's Nevada address after he moved there in May 2003.
- Seyfarth Shaw (Chicago law firm) provided a prior tax-opinion for a related transaction in 2001; a partner later pleaded guilty to conspiring to commit tax fraud.
- Tricarichi sued Rabobank, Utrecht, and Seyfarth in Nevada for aiding and abetting fraud, conspiracy, racketeering, and unjust enrichment; defendants moved to dismiss for lack of personal jurisdiction.
- The district court dismissed for lack of personal jurisdiction relying on Walden v. Fiore and found Davis v. Eighth Judicial District Court effectively overruled; Tricarichi appealed.
- The Nevada Supreme Court affirmed dismissal, holding no specific jurisdictional contacts with Nevada and rejecting plaintiffs’ conspiracy-based jurisdictional showing on these facts, but clarified Nevada law allows conspiracy-based jurisdiction when properly pleaded.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Nevada courts have specific personal jurisdiction over Rabobank and Utrecht | Rabobank/Utrecht directed activities at Tricarichi in Nevada (account documents listing Nevada address; communications), so Nevada has specific jurisdiction | Key transaction acts (loan, transfers, account openings) occurred outside Nevada (New York, elsewhere); mere knowledge of plaintiff's Nevada residence is insufficient | No — plaintiff failed to show defendant-purposeful contacts with Nevada or that claim arose out of such contacts; dismissal affirmed |
| Whether plaintiff's injury in Nevada suffices for effects test under Walden/Calder | Injury suffered by Tricarichi in Nevada connects defendants’ out-of-state conduct to Nevada; jurisdiction proper under effects test | Walden requires defendant-created contacts with the forum; injury in plaintiff's forum alone is insufficient | No — Walden bars attributing plaintiff's forum contacts to defendants; injury in Nevada without defendant conduct tied to Nevada is insufficient |
| Whether Nevada recognizes conspiracy-based personal jurisdiction | Tricarichi: co-conspirators' acts in furtherance of scheme can be attributed to nonresidents, establishing jurisdiction over all conspirators | Defendants: Walden and recent decisions undermine or preclude conspiracy-based jurisdiction; Nevada hasn’t adopted it | Yes — Nevada's long-arm statute and Davis permit conspiracy-based jurisdiction in principle, but only if co-conspirators’ acts meet minimum contacts and defendants reasonably expected forum consequences |
| Whether conspiracy theory applies on these facts to assert jurisdiction over Rabobank, Utrecht, Seyfarth | Alleged agreement to conspire and defendants’ involvement in Midco scheme, plus contacts showing knowledge of plaintiff in Nevada, suffice | Co-conspirator acts that allegedly connect to Nevada are incidental or post-date solicitation; no reasonable expectation defendants would be haled into Nevada | No — plaintiff failed to show co-conspirator acts meeting minimum contacts or that defendants reasonably expected Nevada consequences; dismissal affirmed |
Key Cases Cited
- Walden v. Fiore, 571 U.S. 277 (U.S. 2014) (minimum-contacts analysis looks to defendant’s contacts with the forum, not defendant’s contacts with forum residents)
- Calder v. Jones, 465 U.S. 783 (U.S. 1984) (effects test: intentional act expressly aimed at forum causing foreseeable forum harm can support jurisdiction)
- Burger King Corp. v. Rudzewicz, 471 U.S. 462 (U.S. 1985) (defendant must create contacts with the forum by purposeful availment)
- Davis v. Eighth Judicial Dist. Court, 97 Nev. 332 (Nev. 1981) (recognized conspiracy-based basis for jurisdiction where co-conspirators had forum contacts and expected forum consequences)
- Picot v. Weston, 780 F.3d 1206 (9th Cir. 2015) (discusses Calder-derived effects test in tort jurisdiction analysis)
- Bristol-Myers Squibb Co. v. Superior Court, 582 U.S. (U.S. 2017) (claims must arise out of or relate to defendant’s forum contacts for specific jurisdiction)