Southern Electronics Distributors, Inc. (Southern) appeals from the trial court’s dismissal, based on lack of personal jurisdiction, of its action against Anderson on his personal guaranty of a corporate debt.
1. “ ‘(A) defendant who files a motion to dismiss for lack of рersonal jurisdiction has the burden of proving lack of jurisdiction. (Cits.)’
Scovill Fasteners v. Sure-Snap Corp.,
The pleadings and affidavits before us show that Anderson, a resident of Decatur, Alabama, wаs a principal of Anderson-Smith & Associates, Inc. (ASA), an Alabama corporation. On March 5,1993, in Alabama, Anderson, as principal for ASA, executed a Credit Agree *649 ment with Southern, located in Georgia. The agreement was for a credit line on an opеn account through which ASA would purchase from Southern computer hardware which would be shipped to Alabama. For the 1993 agreement, Anderson signed the following personal guaranty: “[t]o induce Southern Electronics Distributors, Inc. ... to extend credit to Anderson-Smith & Assoc., Inc. . . . pursuant to this Credit Agreement, the undersigned C. A. Anderson hereby absolutely and unconditionally guarantees to Creditor the prompt and full payment when due according to the terms of this Credit Agreement of any and all indebtedness and liability of every kind, nature and character specified in this Credit Agreement, together with all interest thereon and all attorney’s fees, costs, and expenses incurred by Creditor in collection of such indebtedness and liability.”
On January 4, 1994, in Alabama, Anderson signed a second Credit Application with Southern, at Southern’s request. The wording and format of this document were different from the 1993 one. The 1994 document set out the “Agreement to Terms,” which was signed by Anderson as principal for ASA. While it also contained a personal guaranty, Anderson did not sign it.
Beginning on March 25, 1994, and continuing through July 5, 1994, оver $45,000 worth of computer hardware was shipped by Southern to ASA in Alabama. In August, Southern sent ASA a demand letter for $45,567. In December 1994, ASA filed bаnkruptcy under Chapter 11, resulting in Southern’s suit on Anderson’s 1993 guaranty.
Anderson filed his affidavit and denied that he had (1) transacted any business in Georgia except for operating a restaurant/ nightclub here in 1983; (2) appeared in court here; (3) owned any property here; or (4) committed any torts here.
In opposition, Southern filed the affidavit of Aikens, its director of credit. She stated that she was personally aware of two occasions when Anderson visited Southern’s corporate office in Georgia, although no dates were given. During these visits, Aikens stated that Anderson was acting as an officer of ASA and engaged in negotiations to increase the line оf credit.
“Due process requires that individuals have ‘fair warning that a particular activity may subject them to the jurisdiction of a foreign sovereign.’ [Cit.] In evaluating whether a defendant could reasonably expect to be haled into court in a particular forum, courts examine defendant’s contacts with the state, focusing on whether (1) defendant has done some act to avail himself of the law of the forum state; (2) the claim is related to those acts; and (3) the exercise of jurisdiction is reasonable, that is, it doеs not violate notions of fair play and substantial justice. [Cits.] These three elements do not constitute a
*650
due process formula, but are helpful analytical tools which ensure that a defendant is not forced to litigate in a jurisdiction solely as a result of ‘random,’ ‘fortuitous’ or ‘attenuated’ contacts. [Cit.] The first two elements are used to determine whether defendant has established the minimum сontacts necessary for the exercise of jurisdiction.”
Beasley v. Beasley,
Here, even construing the two affidavits in favor of Southern, there is no еvidence sufficient to establish the required minimum contact. Telephone and mail contact by an out-of-state defendant dо not, alone, amount to such contact, nor does signing a contract with an out-of-state person.
Pleats, Inc. v. OMSA, Inc.,
Even Aikens’ statement that Andеrson visited Southern’s Georgia offices says that he did so
as a corporate officer,
and there is nothing to indicate any other act by Anderson to avail himself personally of the law of Georgia. Compare
Autrey v. UAP/GA &c.,
Drennen v. First Home Savings Bank,
We concludе that the trial court’s grant of Anderson’s motion to dismiss was correct.
2. Even if we were to conclude that there were sufficient contacts for jurisdiction over Anderson, there is also another basis upon which judgment should have been entered in favor of Anderson, and a judgment right for any reason will be affirmed.
Precise v. City of Rossville,
Although Aikens’ affidavit opines that the 1994 Credit Application containing the terms of agreemеnt between the parties was intended only to update ASA’s trade references and “was not intended to replace the Crеdit Application of March 16, 1993,” this is *651 not determinative of the effect of the second document because “[p]arol evidеnce is inadmissible to add to, take from, or vary a written contract.” OCGA § 13-2-2 (1).
Disregarding that opinion, as we must, and examining the two agreements, we conclude that the 1994 contract covered the shipments made after its signing, this being the only reasonable interpretation of the two documents.
Puccini v. Thomas & Howard Co.,
Even considering the 1993 guaranty in light of the fact that a guarantor may consent to future unilateral changes by the obligee or may agree that the guaranty may be a continuing one, there is nothing in the language of this guaranty which does so.
Steiner v. Handler,
Therefore, Anderson was entitled to summary judgment on this ground.
Judgment affirmed.