Aspen American Insurance Company v. East Coast Precast & Rigging LLC

CourtSupreme Court of Rhode Island
DecidedJune 2, 2021
Docket19-379
StatusPublished

This text of Aspen American Insurance Company v. East Coast Precast & Rigging LLC (Aspen American Insurance Company v. East Coast Precast & Rigging LLC) is published on Counsel Stack Legal Research, covering Supreme Court of Rhode Island primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Aspen American Insurance Company v. East Coast Precast & Rigging LLC, (R.I. 2021).

Opinion

June 2, 2021

Supreme Court

No. 2019-379-Appeal. (PC 19-5588)

Aspen American Insurance Company :

v. :

East Coast Precast & Rigging LLC : et al.

NOTICE: This opinion is subject to formal revision before publication in the Rhode Island Reporter. Readers are requested to notify the Opinion Analyst, Supreme Court of Rhode Island, 250 Benefit Street, Providence, Rhode Island 02903, at Telephone (401) 222-3258 or Email opinionanalyst@courts.ri.gov, of any typographical or other formal errors in order that corrections may be made before the opinion is published. Supreme Court

Present: Suttell, C.J., Goldberg, Robinson, and Lynch Prata, JJ.

OPINION

Justice Robinson, for the Court. The defendants, Lawrence Moses,

Elizabeth Moses, and Lauren Moses,1 appeal in the wake of a Superior Court order

denying their “motion to vacate” a foreign judgment (rendered in New York) in this

action, which was brought in accordance with the Uniform Enforcement of Foreign

Judgments Act—chapter 32 of title 9 of the Rhode Island General Laws. On appeal,

the defendants contend that the hearing justice erred in denying their motion to

vacate the New York judgment because “[u]nder a claim that the signatures of

the * * * Defendants were unauthorized and forged, the Indemnity Agreement [at

issue] with its consent-to-jurisdiction-in-New-York provision, cannot, standing

1 While there are other defendants in this case—namely, East Coast Precast & Rigging LLC and Jeremy Moses—only Lawrence Moses, Elizabeth Moses, and Lauren Moses are involved in the appeal before this Court.

-1- alone, support a finding that the New York courts had in personam jurisdiction over

the * * * Defendants.”

This appeal came before the Supreme Court pursuant to an order directing the

parties to appear and show cause why the issues raised in this appeal should not be

summarily decided. After a close review of the record and careful consideration of

the parties’ arguments (both written and oral), we are satisfied that cause has not

been shown and that this appeal may be decided at this time.

For the reasons set forth in this opinion, we affirm the order of the Superior

Court.

I

Facts and Travel

The facts which form the basis of this action are largely uncontested. In

relating those facts, we rely on the parties’ statements filed with this Court pursuant

to Article I, Rule 12A of the Supreme Court Rules of Appellate Procedure and

various documents in the record.

Jeremy Moses is the son of Lawrence and Elizabeth Moses and is the former

husband of Lauren Moses.2 Jeremy owns a steel fabrication company called Heavy

Metal Corp. (HMC). The plaintiff, Aspen American Insurance Co. (Aspen), issued

2 For the purposes of clarity, we will refer to the members of the Moses family by their first names. In so doing, we intend no disrespect.

-2- “Payment and Performance Bonds” to HMC, which bonds were secured by a

General Agreement of Indemnity (the Indemnity Agreement) executed in March of

2017 by HMC and by Jeremy and defendants as individual indemnitors. The

Indemnity Agreement provides in pertinent part as follows:

“Choice of Law and Forum. It is mutually agreed that this Agreement is deemed made in the State of New York and shall be interpreted, and the rights and liabilities of the parties determined, in accordance with the laws of the State of New York. Indemnitors agree that all actions or proceedings arising directly or indirectly from this Agreement shall be litigated only in courts having status within the State of New York, and consent to the personal jurisdiction and venue of any local, state or federal court located therein.”

The Indemnity Agreement included the purported signatures of defendants, all of

which were notarized; it further included the following acknowledgment by the

notary after each of defendants’ signatures: “On this 5 day of March 2017, before

me personally appeared [the particular defendant whose signature appeared above

the acknowledgment], to me known or proven to be the person described in and who

executed the above Agreement and acknowledged that he or she executed said

Agreement for the purposes, considerations and uses therein set forth as his or her

free and voluntary act and deed.”

Aspen has further alleged that HMC “encountered problems” in connection

with certain construction projects, which resulted in Aspen being required to pay

-3- claims under the bonds. Aspen then made a demand upon Jeremy and defendants

for payment under the Indemnity Agreement, which payments it did not receive.

Aspen, which is headquartered in New York, filed suit in New York against

defendants and others under the Indemnity Agreement. Default judgment ultimately

entered against defendants in New York. That default judgment noted that

defendants in this action were served, but “failed to appear [and] answer or otherwise

move against the complaint * * *.” The default judgment directed that an

assessment of damages occur at an “inquest.” Following that inquest, judgment in

Aspen’s favor entered in New York against defendants in the amount of

$301,378.49. There is no contention that defendants were not provided proper

service in the New York litigation. Aspen then filed the authenticated New York

judgment in the Superior Court for Providence County on May 10, 2019. It sought

enforcement of the foreign judgment pursuant to the Uniform Enforcement of

Foreign Judgments Act, chapter 32 of title 9.3

3 The Uniform Enforcement of Foreign Judgments Act provides in pertinent part as follows:

“A copy of any foreign judgment authenticated in accordance with the act of congress or the statutes of this state may be filed in the office of the clerk of the appropriate superior or district court. The clerk shall treat the foreign judgment in the same manner as a judgment of the superior or district court. A judgment so filed has the same effect and is subject to the same procedures,

-4- On July 2, 2019, defendants filed in Superior Court a motion to vacate the

foreign judgment for lack of personal jurisdiction, alleging that they “never signed

nor authorized anyone to sign the General Agreement of Indemnity.”4 As such,

according to defendants, the New York judgment was void ab initio. They also each

submitted an affidavit stating that their signatures were forged, that they never

signed the Indemnity Agreement, and that they had not authorized anyone to sign it

on their behalf. Lawrence stated in his affidavit that he did not previously mention

the forgery to Aspen or its counsel so as not to implicate his son Jeremy.

Aspen objected to the motion to vacate. It argued that defendants sent their

2016 and 2017 personal financial statements to Aspen through a broker or agent,

thus satisfying New York’s long-arm statute. Aspen further contended that

defendants “engaged in actions objectively manifesting assent to the Indemnity

Agreement” and that their conduct “for more than 3 years undermines their affidavits

and creates an open issue to be resolved against them * * *.”5

defenses, and proceedings for reopening, vacating, or staying as a judgment of the court and may be enforced or satisfied in like manner to any Rhode Island state court judgment.” General Laws 1956 § 9-32-2. 4 The defendants had filed an initial motion to vacate the foreign judgment for lack of personal jurisdiction in Superior Court on May 28, 2019.

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Aspen American Insurance Company v. East Coast Precast & Rigging LLC, Counsel Stack Legal Research, https://law.counselstack.com/opinion/aspen-american-insurance-company-v-east-coast-precast-rigging-llc-ri-2021.