Helicol (D) was a Colombian corporation offering helicopter services to construction and oil companies in South America.
Joint venture WSH (out of TX) signed a contract with D to provide transportation services in Peru for pipeline construction project.
Contract was negotiated in TX. D bought 80% of helicopters from Bell Helicopters in TX. Pilots trained in TX.
D never authorized to do business in TX, sold any product in TX, signed any contracts in TX, solicited business in TX, etc.
Contract was written in Spanish, signed in Peru, and said that controversies arising out of the contract would be submitted to the jurisdiction of Peruvian courts.
Helicopter operated by D crashed in Peru killing the 4 Ps.
Ps sued in TX.
Procedural History:
TX district court found for P.
TX Court of Appeals reversed, found for D.
TX Supreme Court reversed, found for P.
SCOTUS reversed, found for D, no jurisdiction.
Issues:
Can a state exercise personal jurisdiction over a foreign corporation when the cause of action does not arise in the state or relate to any of the corporation's activities in the state?
Holding/Rule:
A state may exercise personal jurisdiction over a foreign corporation even when the cause of action does not arise in the state or relate to any of the corporation's activities in the state if the corporation carries on continuous and systematic corporate activities in that state.
Reasoning:
Via Perkins, even when the cause of action does not arise out of or relate to the foreign corporation's activities in the forum state, due process is not offended by a state's subjecting the corporation to its in personam jurisdiction when there are sufficient contacts between the state and the foreign corporation.
D's contacts with TX were limited to CEO contract negotiation in Houston, accepting checks drawn on TX banks, purchasing helicopters from TX, and sending pilots to train in TX.
The negotiation trip does not fit into the continuous and systematic category.
Absent unusual circumstances, the bank on which a check is drawn is generally of little consequence and is usually left to the discretion of the payer.
Via Rosenberg, purchases and related trips, standing alone, are not a sufficient basis for a state's assertion of jurisdiction.
The training of pilots in TX was part of the package of goods and services purchased by Helicol from Bell.
Dissent:
Helicol purposely availed itself of the privileges and benefits of TX.
There were continuous commercial contacts with TX.
The actions in TX were significantly related to the cause of action.
The contract negotiation was done in TX.
The helicopter involved in the crash was purchased in TX and pilot was trained in TX.
If P had added an allegation of negligence in the training provided for the Helicol pilot, specific jurisdiction would have been applicable through the Court's reasoning.
Notes:
Case deals with general jurisdiction.
General jurisdiction with companies is hard unless it is a "normal company" who is headquartered there.
Court is only looking for general jurisdiction, they are ignoring the issue of specific jurisdiction even though they could have explored it.
