Rossetto USA, Inc. v. Greensky Financial, LLC

TYSON, Judge

dissenting.

The majority’s opinion erroneously affirms the trial court’s order against GreenSky Financial, LLC (“GreenSky”) and also erroneously reverses the trial court’s order against Furniture Retailers, LLC (“Furniture Retailers”). I disagree and respectfully dissent.

I. Standard of Review

When the trial court ruled on GreenSky’s and Furniture Retailers’s Rule 12(b)(2) motion to dismiss, it entered no findings of fact. Absent a request by one of the parties, the trial court is not required to make findings of fact when ruling on a motion. N.C. Gen. Stat. § 1A-1, Rule 52(a)(2) (2007). “Where no findings are made, proper findings are presumed, and our role on appeal is to review the record for competent evidence to support these presumed findings.” Bruggeman v. Meditrust Acquisition Co., 138 N.C. App. 612, 615, 532 S.E.2d 215, 217-18 (citation omitted), disc. rev. denied, 353 N.C. 261, 546 S.E.2d 90 (2000).

II. In Personam, Jurisdiction

A two-step analysis is required to determine whether a court may exercise in personam jurisdiction over a non-resident defendant. Dillon v. Numismatic Funding Corp., 291 N.C. 674, 675, 231 S.E.2d 629, 630 (1977). “First, do the statutes of North Carolina permit the *204courts of this jurisdiction to entertain this action against defendant. If so, does the exercise of this power by the North Carolina courts violate due process of law.” Id. (citation omitted).

A. N.C. Gen. Stat. § 1-75.4(5)

N.C. Gen. Stat. § 1-75.4(5) (2007), the long-arm statute, confers jurisdiction in a court in this State having subject matter jurisdiction over the allegations, in any action that:

c. Arises out of a promise, made anywhere to the plaintiff or to some third party for the plaintiff’s benefit, by the defendant to deliver or receive within this State, or to ship from this State goods, documents of title, or other things of value; or
d. Relates to goods, documents of title, or other things of value shipped from this State by the plaintiff to the defendant on his order or direction....

1. GreenSky

The record on appeal contáins an affidavit provided by David Zalik (“Zalik”), a managing member of GreenSky and Furniture Retailers. Zalik’s affidavit states, “[p]ursuant to certain agreements between GreenSky and Eclectic [Global, LLC (“Eclectic”)], GreenSky made various payments to [Rossetto USA, Inc. (“Rossetto”)] on behalf of Eclectic from approximately September 2006 through and including December 2006.” These “agreements between GreenSky and Eclectic . . . .” are sufficient to bring GreenSky under the jurisdiction of the trial court pursuant to N.C. Gen. Stat. § l-75.4(5)(c). See Pope v. Pope, 38 N.C. App. 328, 331, 248 S.E.2d 260, 262 (1978) (“Money payments are clearly a thing of value within the meaning of [N.C. Gen. Stat. §] l-75.4(5)(c).”); compare Bank v. Funding Corp., 30 N.C. App. 172, 176, 226 S.E.2d 527, 530 (1976) (citations omitted) (“The mere mailing of a payment from outside the State by a nonresident to a party in this State under a contract made outside the State is not sufficient ‘contacts’ within this State to sustain in personam jurisdiction in the forum State.”).

2. Furniture Retailers

The record on appeal also contains an affidavit provided by Andrea Verardo (“Verardo”), an employee of Rossetto “familiar with the accounts, sales, orders and billings of Rossetto.” Verardo’s affidavit states:

*205In or about November 2006, Eclectic placed an order for various items of furniture with Rossetto, While such items were in transit, Rossetto learned, from Greensky that Furniture Retailers . . . had taken over or otherwise began to operate, control or assume the business of Eclectic. As a result, Rossetto immediately issued a revised invoice to Furniture Retailers, who took possession of the furniture upon delivery.

(Emphasis supplied). Eclectic’s November 2006 order, Rossetto’s acceptance and shipment , of that order, and Furniture Retailers’s acceptance of delivery of the goods after it “t[ook] over or otherwise began to operate, control or assume the business of Eclectic[]” were actions sufficient to bring Furniture Retailers within the jurisdiction of the trial court pursuant to N.C. Gen. Stat. § l-75.4(5)(d).

Because I would hold both GreenSky’s and Furniture Retailers’s actions were sufficient to bring them within the jurisdiction of the trial court pursuant to N.C. Gen. Stat. § l-75.4(5)(c) and (d), respectively, I turn to the second step of the jurisdictional analysis: “whether due process of law would be violated by permitting the courts of this jurisdiction to exercise [in personam jurisdiction] over defendants].” Dillon, 291 N.C. at 676, 231 S.E.2d at 631.

B. Due Process

“[T]he test to determine if a corporation may be subjected to in personam jurisdiction in a foreign forum depends upon whether maintenance of the suit in the forum offends ‘traditional notions of fair play and substantial justice.’ ” Id. at 678, 231 S.E.2d at 632 (quoting International Shoe Co. v. Washington, 326 U.S. 310, 316, 90 L. Ed. 2d 95, 102 (1945)).

In each case, there must be some act by which the defendant purposefully avails himself of the privilege of conducting activities within the forum state, thus invoking the benefits and protections of its laws; the unilateral activity within the forum state of others who claim some relationship with a non-resident defendant will not suffice. This relationship between the defendant and the forum must be such that he should reasonably anticipate being haled into court there.

Tom Togs, Inc. v. Ben Elias Industries Corp., 318 N.C. 361, 365, 348 S.E.2d 782, 786 (1986) (internal citation and quotation omitted) ' (emphasis supplied).

*2061. GreenSky

Here, the record on appeal shows that GreenSky sent payments to Rossetto on behalf of Eclectic and contacted Rossetto by telephone on several occasions. This evidence, standing alone, is insufficient “competent evidence to support [the trial court’s] presumed finding[]” that GreenSky “purposefully availfed] [itself] of the privilege of conducting activities within [North Carolina] . . . .” Bruggeman, 138 N.C. App. at 615, 532 S.E.2d at 218; Tom Togs, Inc., 318 N.C. at 365, 348 S.E.2d at 786; see also Tejal Vyas, LLC v. Carriage Park Ltd. P’ship, 166 N.C. App. 34, 40, 600 S.E.2d 881, 887 (2004) (affirmed trial court’s grant of the defendants’ motions to dismiss for lack of personal jurisdiction when the “[defendants’ contacts were to mail [a] brochure and place a telephone call to [the] plaintiffs’ attorney in North Carolina, at [the] plaintiffs’ request[]”), aff’d per curium, 359 N.C. 315, 608 S.E.2d 751 (2005); Corbin Russwin, Inc. v. Alexander’s HDWE., Inc., 147 N.C. App. 722, 728, 556 S.E.2d 592, 597 (2001) (“Other than [four] payments [sent to North Carolina], we find nothing else to indicate that [the defendant] purposely availed itself of the benefits and protections of the laws of North Carolina. This contact is too tenuous to avoid offending ‘traditional notions of fair play and substantial justice.’ ”); Bank, 30 N.C. App. at 176, 226 S.E.2d at 530 (citations omitted) (“The mere mailing of a payment from outside the State by a nonresident to a party in this State under a contract made outside the State is not sufficient ‘contacts’ within this State to sustain in personam jurisdiction in the forum State.”).

Following the precedents above, GreenSky’s payments and telephone communications alone are insufficient to hale GreenSky into court in North Carolina. Tom Togs, Inc., 318 N.C. at 365, 348 S.E.2d at 786. GreenSky has committed no act to “purposefully avail[] [itself] of the privilege of conducting activities within [North Carolina] ....” Id. I would hold that the trial court erred when it denied GreenSky’s motion to dismiss pursuant to Rule 12(b)(2) of the North Carolina Rules of Civil Procedure for lack of in personam jurisdiction. Dillon, 291 N.C. at 676, 231 S.E.2d at 631.

2. Furniture Retailers

Here, evidence before the trial court and in the record on appeal shows: (1) Furniture Retailers “had taken over or otherwise began to operate, control or assume the business of Eclectic[]” when it “took possession of the furniture upon delivery []” and (2) Rossetto invoiced *207Furniture Retailers for the goods prior to Furniture Retailers’s acceptance of delivery. This evidence constitutes “competent evidence to support [the trial court’s] presumed finding[]” that Furniture Retailers “purposefully avail[ed] [itself] of the privilege of conducting activities within [North Carolina] . . . .” Bruggeman, 138 N.C. App. at 615, 532 S.E.2d at 218; Tom Togs, Inc., 318 N.C. at 365, 348 S.E.2d at 786; N.C. Gen. Stat. § l-75.4(5)(d). Furniture Retailers could “reasonably anticipate being haled into court. ...” in North Carolina once it accepted delivery of furniture shipped and invoiced to it by Rossetto from North Carolina after it “t[ook] over or otherwise began to operate, control or assume the business of Eclectic.” Tom Togs, Inc., 318 N.C. at 365, 348 S.E.2d at 786.

The trial court properly denied Furniture Retailers’s motion to dismiss pursuant to Rule 12(b)(2) of the North Carolina Rules of Civil Procedure. The majority’s opinion reversing the trial court’s ruling is erroneous. Id.

III. Conclusion

Under the first step of the jurisdictional analysis, both GreenSky’s and Furniture Retailers’s actions were sufficient for the trial court to exercise jurisdiction pursuant to N.C. Gen. Stat. § l-75.4(5)(c) and (d), respectively. The record on appeal does not contain “competent evidence to support [the trial court’s] presumed findingsQ” to deny GreenSky’s Rule 12(b)(2) motion to dismiss for lack of in personam jurisdiction. Bruggeman, 138 N.C. App. at 615, 532 S.E.2d at 218; see Tejal Vyas, LLC, 166 N.C. App. at 40, 600 S.E.2d at 887; Corbin Russwin, Inc., 147 N.C. App. at 728, 556 S.E.2d at 597; Bank, 30 N.C. App. at 176, 226 S.E.2d at 530. The trial court’s denial of GreenSky’s motion to dismiss should be reversed.

The record on appeal contains “competent evidence to support [the trial court’s] presumed findings []” to deny Furniture Retailers’s Rule 12(b)(2) motion to dismiss. Bruggeman, 138 N.C. App. at 615, 532 S.E.2d at 218; see Tom Togs, Inc., 318 N.C. at 365, 348 S.E.2d at 786. The trial court’s denial of Furniture Retailers’s motion to dismiss should be affirmed. The majority’s opinion is erroneous on both rulings. I respectfully dissent.