Lead Opinion
The issue to be determined is whether Elvira Kern established sufficient minimum contacts with the state of Kansas to render her amenable to the in personam jurisdiction of Kansas courts. The facts prеsented show that she did. We therefore reverse the determination of the court of appeals.
It is well-established that “* * * due process requires only that in order to subjeсt a defendant to a judgment in personam, if he be not present within the territory of the forum, he have certain minimum contacts with it such that the maintenance of the suit does not offend ‘traditionаl notions of fair play and substantial justice.’ ” International Shoe Co. v. Washington (1945),
Courts have consistently held that foreseeability is one of the primary factors to be considered in determining whether there are sufficient minimum contacts. “* * * [T]he foreseeability that is critical to due process analysis * * * is that the defendant’s conduсt and connection with the forum State are such that he should reasonably anticipate being haled into court there.” World-Wide Volkswagen Corp. v. Woodson (1980),
The above cases indicate that the focus' of analysis ought to be whether one purposely established contacts with the forum stаte. This invariably requires an analysis of factors peculiar to the individual transaction. In the case here, the locus of breach clause contained in the contract, while not dispositive, is a significant factor. It evidences the contemplated agreement of the parties to it, and is ordinarily not defeated by the mere assertion, after the fact, that one of those who signed did so without reading the agreement. Appellees rely greatly upon testimony that Mrs. Kern had no part in any negotiations and thаt no negotiations occurred outside Ohio. Such factors would be of much greater significance, carrying very
The facts before us reveal a transaction between twо corporations. Mrs. Kern was the secretary of D.K.E., Inc. She signed the agreement at issue as a co-guarantor and indicated her office by her own handwriting. Also, she signed the аgreement as an individual shareholder to “jointly and severally guarantee performance in full * * *.” Furthermore, the trial court found that “Elvira Kern knew she was dealing with a Kansas corporation at the time she entered into the lease agreement.”
We therefore have before us a corporate officer, who signed an agreemеnt in her capacity as guarantor and shareholder and knew the corporate headquarters of the other contracting party to be located in a forеign state. When coupled with the terms of the agreement itself, the inescapable conclusion must be, as the trial court also found, “that * * * Kern should have reasonably expected that an action could be brought against her in Kansas * * Such knowing creation of ongoing obligations with a Kansas corporation, it to provide equipment in Ohio and D.K.E. to deliver money to the corporate headquarters in Salina, Kansas, created minimum contacts under the facts before us. Burger King Corp., supra, at 487.
Having found amenability to in personam jurisdiction, it now remains only to inquire whether suсh jurisdiction was perfected by service of process. After hearing conflicting evidence upon the issue, the nature of which made witness demeanor crucial, the trial court found as a factual determination that: “On October 19, 1983, defendant Elvira Kern was served with a petition from the District Court of Salina [sic] Kansas.” Having perfected sudh jurisdiction, finаl judgment being subject only to that relief customarily provided in Kansas courts, we find that the full faith and credit provisions of the United States Constitution require that Ohio courts enforce the judgment of the District Court of Saline County, Kansas.
Accordingly, we reverse the judgment of the court of appeals and remand the cause to that court for disposition of the remaining issues.
Judgment reversed and cause remanded.
Dissenting Opinion
dissenting. I cannot agree that Elvira Kern has sufficient minimum contacts with the state of Kansas to enable a Kansаs court to exercise personal jurisdiction over her. Accordingly, I dissent.
The Due Process Clause of the Fourteenth Amendment to the United States Constitution protects a dеfendant from having to defend a suit in a distant or inconvenient forum absent sufficient “minimum contacts” between the defendant and the state in which the forum is located. See International Shoe Co. v. Washington (1945),
In Burger King Corp. v. Rudzewicz (1985),
Applying these factors, it is clear that sufficient minimum contacts between Elvira Kern and Kansas are lacking here. Shе has never been to Kansas. The sole contact she has with that state is embodied in the contract she signed, which was negotiated in and to be performed exclusively in Ohio. She was not involved in the prior, negotiations between her husband and Añilas. She did not contemplate the future consequences or the terms of the contract, becаuse she did not read it. Consequently, she was unaware of the clause providing that any breach would be deemed to take place in Kansas. The only thing she contemplated was that she was signing the contract. In my view, such contacts as she has with Kansas as a result of signing the contract -unread are “far too attenuated” to confer in personam jurisdiction over the defendant in a Kansas court. See World-Wide Volkswagen Corp. v. Woodson (1980),
The mаjority chooses to ignore the aforementioned factors, and focuses instead on the fact that Elvira Kern signed the contract as a co-guarantor and indicated her office as secretary of her husband’s corporation. The majority then concludes that she should reasonably have expected that she could be suеd in a Kansas court. I disagree. In Burger King Corp., supra, the Supreme Court made it clear that the mere existence of a contract does not establish sufficient minimum contacts between оne party and the forum of the other, out-of-state party. Thus, the mere fact that she signed the contract is irrelevant for the purpose of determining whether Kansas is the рroper forum. What is relevant is that she had no part in the negotiation of the contract, that she did not read the contract, and that as a result, she had no reason to believe that signing the contract would render her amenable to suit in a Kansas court.
Finally, the majority correctly points out that the place of the breach,
The contacts between Elvira Kern and the state of Kansas аre few and far between. I would affirm this court’s original holding in this case, as expressed in Anilas, Inc. v. Kern (1986),