Hardin Roller, which sells large printing presses and related equipment, is based in Wisconsin. In years past Hardin Roller hired Universal Printing Machinery, based in Indiana, to recondition and install some presses. Joseph Yukieh, who owned a majority of Universal’s stock and also operated a proprietorship that supplied parts to Universal’s business, often visited Wisconsin to find printing gear, negotiate on Universal’s behalf, and repair or install presses. Relations between Hardin and Universal soured in 1992, when Universal demanded additional compensation for installing a press on Hardin’s behalf in Italy, then walked off the job (leaving the customer with an incomplete installation) when Hardin did not pay. Later that year Hardin and Universal reached a compromise that was supposed to wrap up their business relationship: Hardin agreed to give Universal title to four large presses, and Universal agreed to pay Hardin $425,000. Yukieh personally disassembled one of the presses in Wisconsin and had it shipped to Indiana. Universal soon possessed all four presses. Yukieh then cut communications with Hardin, and Universal did not keep its part of the bargain.
A suit ensued in Wisconsin court. Despite receiving service of process, Yukieh did not answer the complaint. Universal, which did appear, denied that it was subject to personal jurisdiction there but otherwise offered no defense. The Wisconsin court, after concluding that it had jurisdiction over both Universal and Yukieh, entered judgment in Hardin’s favor. Universal and Yukieh ignored the judgment, leading Hardin to file an enforcement action in Indiana, this time in federal court under the diversity jurisdiction. Both Universal and Yukieh defended on the ground that the Wisconsin court had lacked jurisdiction' — -the only available ground of collateral attack.
See Sheet Metal Workers National Pension Fund v. Elite Erectors, Inc.,
Yukich’s lead argument — -that he lacked sufficient contacts with Wisconsin to support jurisdiction under either state law or the federal Constitution — is feeble. We have recited undisputed facts; Yukieh insists that some circumstances surrounding his business in Wisconsin are in dispute, but the visits themselves are established. What is more, Yukieh rather than Hardin bears the burden of persuasion, because it is Yukieh who wants collateral relief from a presumptively valid judgment. Yukieh proceeds on appeal as if jurisdiction depended on the single message from Italy (and the Italian customer’s decision not to pay Hardin until the work had been completed). But it does not. Yukieh often visited Wisconsin, not only to carry on Universal’s business but also to conduct his own affairs as the proprietor of a used-parts business. He communicated to Wisconsin when he was not there physically. He sent remittances to, and received payments from, Hardin in Wisconsin. As part of the 1992 settlement, Yukieh personally disassembled a printing
As a back-up argument, Yukich contends that the fiduciary-shield doctrine prevents haling him as an individual into Wisconsin court, when all his activities in that state occurred as an agent of Universal. The fiduciary-shield doctrine makes it easier for businesses to hire agents, who need not fear that they put their personal wealth at stake in every jurisdiction that they visit on the firm’s behalf. Their wealth still is at stake if they commit wrongs, but the doctrine offers the convenience of litigating closer to home. This way of stating the doctrine’s effect implies that it was much more important a century ago, when travel was costly and time-consuming, than it is today, when cities 1,000 miles away are almost as easy to reach as cities 200 miles away, and when a bar with offices (or arrangements with local counsel) across the country insulates clients from much concern about the location of the courthouse.
Colder v. Jones,
One of the doctrine’s conditions is that the person’s business in the state be solely as a fiduciary of another person, who is liable as a principal. Yukich, however, appeared in Wisconsin both as Universal’s agent and as principal of his own proprietorship. Every deal he negotiated in Wisconsin with Hardin was indirectly a sale of parts that Yukich supplied as proprietor. Yukich wore two hats in Wisconsin: as agent of Universal for remanufac-turing and reconditioning presses, and as proprietor for the sale of parts that would be used in this process. Yukich filed an affidavit denying that he
sold
parts in Wisconsin
in his own name-,
the wording is clever but avoids the point that he regularly transacted business in Wisconsin to advance his personal economic interest. What is more, Yukich was the principal owner, and at times the sole employee, of Universal. He never held in his own name less than 52% of Universal’s stock; his wife owned a further 24%. Wisconsin would recognize corporate independence and not hold Yukich
as shareholder
liable for corporate debts; but it would press corporate form beyond the breaking point to suppose that Yukich and Universal were different entities for the purpose of liabili
To put this otherwise, Universal did not need to offer Yukich assurance of immunity from personal liability in other states to get him to act as its agent; Yukich
was
Universal for practical purposes. It was the lure of profit from the firm’s total operations, not a fixed salary, that induced Yukich to attend to Universal’s business. As the principal residual claimant to Universal’s net income, Yukich did not need— and we predict that Wisconsin would not extend — protection from individual — capacity actions in jurisdictions where Universal itself was exposed to suit. See
In re Mahurkar Double Lumen Hemodialysis Catheter Patent Litigation,
Yukich made this pellucid when he caused Universal to go out of business in 1996 — after years of ignoring the Wisconsin judgment, and after this enforcement litigation was under way. Yukich reaped the benefit of Universal’s profitable business, caused Universal not to pay the judgment in Hardin’s favor, took steps making it unlikely that Universal would be able to satisfy that judgment, and now wants us to say that because he acted in Wisconsin as a mere agent for Universal he, too, may ignore the Wisconsin judgment. Judgments are not so easily evaded, or Wisconsin’s courts so easily bamboozled.
AFFIRMED.
