Tulips Investments, LLC v. State of Colorado ex rel.Suthers, Colorado Attorney General
2015 CO 1
| Colo. | 2015Background
- Tulips Investments, a Delaware corporation doing business as Cash Banc, was accused of making high‑interest loans to Colorado consumers and debiting their accounts, potentially violating the Uniform Consumer Credit Code (UCCC) and Colorado Consumer Protection Act (CCPA).
- The UCCC Administrator (and the Attorney General) issued an investigatory administrative subpoena seeking Tulips’ records; Tulips refused to produce them, claiming Colorado law/jurisdiction did not apply.
- The State obtained a Colorado district court order enforcing the administrative subpoena and served the subpoena, the enforcement order, and a contempt citation on Tulips’ Delaware registered agent via a Delaware deputy sheriff.
- Tulips moved to dismiss under C.R.C.P. 12(b)(1), arguing the Colorado court lacked subject‑matter jurisdiction/authority to enforce an out‑of‑state subpoena; the trial court granted dismissal relying on Solliday principles restricting extraterritorial enforcement of civil subpoenas.
- The Colorado Court of Appeals reversed, holding the UCCC authorizes the Administrator to issue investigatory subpoenas and authorizes Colorado courts to enforce them against nonresidents; the Supreme Court granted certiorari and affirmed the court of appeals.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Colorado trial court has subject‑matter jurisdiction/authority to enforce an administrative investigatory subpoena served out of state | State: UCCC expressly authorizes the Administrator to subpoena and the trial court to enforce subpoenas against persons (resident or nonresident) suspected of violating the Code | Tulips: Sovereignty and procedural limits (Solliday/C.R.C.P. 45) prohibit Colorado courts from enforcing subpoenas served outside Colorado on nonresidents | Held: UCCC §5‑6‑106(1)–(3) authorizes investigatory subpoenas for out‑of‑state records and trial court enforcement; dismissal reversed |
| Whether C.R.C.P. 45’s geographic service limits control administrative subpoenas | Tulips: C.R.C.P. 45 restricts subpoena service to within Colorado and Solliday requires use of foreign-state procedures | State: UCCC is a special statutory scheme that permits extraterritorial subpoenas and provides its own enforcement mechanism | Held: C.R.C.P. 45 limits judicial subpoenas in civil actions but does not automatically apply to statutorily authorized administrative subpoenas; UCCC governs |
| Whether enforcing the subpoena offends state sovereignty or comity | Tulips: Enforcement against nonresident in another state intrudes on that state’s sovereignty | State: The legislature may regulate out‑of‑state entities doing business in Colorado; many states agree administrative enforcement is permissible | Held: No sovereign‑immunity bar; legislatures can regulate out‑of‑state actors doing business in the forum; service by foreign official (Delaware deputy sheriff) is acceptable to minimize intrusion |
| Whether personal jurisdiction or UIDDA preclude enforcement in Colorado | Tulips: Should use UIDDA or foreign courts; personal jurisdiction/due process concerns about forcing nonresident compliance | State: UIDDA is an alternative but UCCC provides a simplified statutory enforcement route; Tulips waived personal jurisdiction defense by not raising it | Held: Court did not decide UIDDA necessity; personal jurisdiction is a separate due‑process issue (Tulips waived it here); UCCC enforcement is available |
Key Cases Cited
- Solliday v. District Court, 313 P.2d 1000 (Colo. 1957) (trial court lacked authority to enforce civil subpoena against out‑of‑state nonparty not served within Colorado)
- People ex rel. Orcutt v. District Court, 435 P.2d 374 (Colo. 1967) (legislature may provide a simplified statutory procedure for judicial enforcement of administrative subpoenas)
- Feigin v. Colorado National Bank, N.A., 897 P.2d 814 (Colo. 1995) (C.R.C.P. 45(b) not directly applicable to enforcement of administrative subpoenas under special statutory scheme)
- International Shoe Co. v. Washington, 326 U.S. 310 (U.S. 1945) (due‑process minimum contacts test for personal jurisdiction)
- Silverman v. Berkson, 661 A.2d 1266 (N.J. 1995) (state may enforce administrative subpoenas against those who purposefully avail themselves of the forum; service should comply with laws of the forum state)