CTVC of Hawaii, Co., Ltd. v. Shinawatra

919 P.2d 1243, 82 Wash. App. 699
CourtCourt of Appeals of Washington
DecidedJuly 22, 1996
Docket35487-6-I
StatusPublished
Cited by37 cases

This text of 919 P.2d 1243 (CTVC of Hawaii, Co., Ltd. v. Shinawatra) is published on Counsel Stack Legal Research, covering Court of Appeals of Washington primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
CTVC of Hawaii, Co., Ltd. v. Shinawatra, 919 P.2d 1243, 82 Wash. App. 699 (Wash. Ct. App. 1996).

Opinion

Cox, J.

CTVC of Hawaii Co., Ltd. (CTVC), and TV Systems Co., Ltd. (TV Systems), both of which are Washington corporations, agreed with several foreign corpora *702 tions on a project to provide cable television service to Bangkok, Thailand. Disputes arose among the parties, and CTVC and TV Systems sued the foreign corporations and others in Washington. The trial court summarily dismissed the foreign corporations and other defendants from the action. Because Washington lacks personal jurisdiction over the foreign corporations and the other defendants, we affirm.

TV Systems and CTVC are subsidiaries of Clearview International, Ltd. (Clearview), a Washington corporation. William Monson controls these three corporations. In the mid-1980s, Monson decided to develop a cable TV network in Thailand by using Clearview as the corporate entity to do business there. In 1983, Clearview established a Bangkok office.

In 1985, Clearview sought assistance in dealing with Thai government officials from Dr. Thaksin Shinawatra, a Thai national and former Thai police official. Dr. Shina-watra allegedly had access to the government authorities that issue licenses to broadcast in Thailand and that grant authority to import equipment and personnel into Thailand. Dr. Shinawatra controlled two Thai corporations, Shinawatra Computer Co., Ltd. (SCC), and International Broadcasting Co., Ltd. (IBC).

By a document dated October 1,1985, TV Systems, SCC, IBC, and New Oriental Co., Ltd., agreed to form a joint venture company under the laws of Thailand. The name of the company was Video Link Co., Ltd. (Video Link), and the parties designated an address in Bangkok as its office. The stated purpose of Video Link was:

to acquire, finance, develop, hold, manage, operate, lease, improve, sell, dispose of and otherwise invest in and deal *703 with all or any portion of a telecommunication related business and to engage in such business operations and to do all things reasonably necessary or incident thereto.

The parties designated TV Systems as the managing partner of the joint venture. TV Systems was also designated as agent for service of process at the Bangkok office of the joint venture.

According to Monson, the business planning for the cable operation was completed by December 1985. In early 1986, equipment and personnel were shipped from the United States to Thailand. In April 1986, the Thai government issued licenses and granted permission to import equipment and operate the cable system. By June 1986, operations were installed at hotels in Bangkok, and Clear-view entered into contracts with various suppliers. In August 1986, the Thai government suspended the licenses. Monson alleges that Dr. Shinawatra then decided to "discontinue” the joint venture. CTVC continued its hotel operations by video tape distribution rather than by cable.

By a document dated March 27, 1987, TV Systems, SCC, IBC, and CTVC entered into an agreement regarding a license to transmit video signals to hotels in Thailand. These same parties, excluding CTVC, had agreed in 1985 to form the Video Link joint venture. This new agreement states, in part, that "the Joint Venture has not been finalized because of the failure of New Oriental Co., Ltd. [one of the four original joint venturers] to complete their part of the Agreement.” The new agreement further provides that IBC would obtain from the Thai government the nec *704 essary licenses to transmit video signals to hotels in Bangkok and maintain those licenses. It also provides that CTVC had the responsibility to obtain necessary programming. Finally, the agreement states that if "the necessary licenses are not approved within 12 months of the signing of this agreement, this agreement will be deemed to be null and void.”

As of 1988, the Thai government had not issued to either Video Link or IBC a license to transmit video signals. CTVC, SCC, Video Link, and TV Systems then signed a document dated February 25, 1988. The document is on Clearview letterhead and shows a Bangkok address and telephone number for Clearview on its face. Among other things, it sets forth terms and conditions under which CTVC agreed to purchase from SCC certain equipment located in Thailand. It further provides for monthly payments for the purchase of the equipment with payments to be made "in baht [Thai currency] in Thailand or in US Dollars current exchange rates at time of each payment in the USA.”

In early 1989, IBC obtained a license from the Thai government. Dr. Shinawatra then allegedly advised Mon-son that IBC was the exclusive holder of the license and would take over the cable operation. Dr. Shinawatra also proposed that Clearview only supply the equipment and programming.

In May 1989, CTVC, TV Systems, and Clearview commenced an action in King County Superior Court against Dr. Shinawatra, his wife, Potjamin Shinawatra, SCC, IBC, and others not involved in this appeal. The original complaint alleged various breach of contract claims. Dr. Shi-nawatra moved for summary judgment. In December 1991, *705 the trial court granted partial summary judgment dismissing the contract claims against Dr. Shinawatra individually. Shortly thereafter, in its Order to Amend Partial Summary Judgment dated January 15, 1992, the trial court dismissed with prejudice the claims against Dr. Shi-nawatra for failure to state a claim, but permitted plaintiffs to amend the complaint.

Plaintiffs then filed Plaintiff’s First Amended Complaint, naming Dr. Shinawatra and his wife, individually, SCC, and IBC as defendants. This amended complaint adds tort and other claims to the contract claims stated in the original complaint. In response to an order requiring them to state with more specificity the claims alleged in the amended complaint, plaintiffs filed and served Plaintiff’s More Definitive Statement of Causes of Action Four Through Ten Contained in Plaintiff’s Amended Complaint.

In April 1992, Dr. Shinawatra moved for summary judgment on the amended complaint for lack of personal jurisdiction and for failure to state a claim. The trial court granted the motion and dismissed the claims against him individually.

Potjamin Shinawatra, SCC, and IBC moved for summary judgment. The trial court granted their motion and dismissed these remaining defendants for lack of personal jurisdiction on September 29, 1994. Plaintiffs filed a notice of appeal, designating this order as the subject of review.

Thereafter, SCC and IBC sought attorney fees on the basis of the long-arm statute, RCW 4.28.185. In March *706 1995, the court awarded reasonable attorney fees to defendants by its Order Awarding Attorneys Fees.

I

Scope of Review

We must first determine what orders are properly before us for review. Plaintiffs assign error to seven different orders. Their first three assignments of error are to orders dismissing the original complaint for failure to state a claim. We do not review these orders for several reasons.

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Bluebook (online)
919 P.2d 1243, 82 Wash. App. 699, Counsel Stack Legal Research, https://law.counselstack.com/opinion/ctvc-of-hawaii-co-ltd-v-shinawatra-washctapp-1996.