Fl :c SUPER! OF 2 26 1: 5 3 CLERK OF C URT
--~at- 4
6 IN THE SUPERIOR COURT 7 OF GUAM 8 DRESSER-RAND COMPANY, ) Foreign Order Case No. FOOOO 1-17 9 ) Plaintiff, ) 10 ) vs. 11 ) GUAM INDUSTRIAL SERVICES dba ) DECISION & ORDER 12 GUAM SHIPYARD, ) Defendant. ) 13 ) ) 14 ____________________________) 15
16 INTRODUCTION 17 This matter came before the Honorable Michael J. Bordallo on Defendant Guam 18 Industrial Services dba Guam Shipyard's Motion to Vacate Domesticated Judgment. Attorney 19
20 Louie J. Yanza represents Defendant Guam Industrial Services db a Guam Shipyard
21 ("Shipyard"). Attorney Geri Diaz represents Plaintiff Dresser-Rand Company. Having 22 considered the moving papers, arguments, record, and applicable law, the Court issues the 23 following Decision and Order denying Defendant's motion. 24 BACKGROUND 25
26 This matter arose out of a contract dispute between Plaintiff Dresser-Rand Company
27 ("Plaintiff' or "Dresser-Rand") and Defendant Guam Shipyard. On January 14, 2015, Plaintiff 28 filed suit in the District Court of Harris County, Texas claiming breach of contract. On May
Page 1 of7
ORIGINAL 20, 2015, Shipyard filed an Amended Special Appearance arguing that it was not subject to 2 personal jurisdiction in the Texas court. On September 11,2015, the Texas court denied 3 Shipyard's special appearance, and Shipyard appealed the matter. While the appeal was 4 pending, the Texas court granted Plaintiff's Motion to Compel Arbitration on October 30, 5
6 2015.
7 On July 21, 2016, the Texas Court of Appeals reversed the trial court's judgment on 8 Shipyard's special appearance and dismissed the case for lack of personal jurisdiction. On 9 January 19, 2017, the Texas Court of Appeals annulled its July 21, 2016 Judgment, and ruled 10 that the trial court had personal jurisdiction over the parties to order arbitration. The matter 11
12 proceeded to arbitration, and the tribunal awarded damages to Plaintiff on March 25,2017. On
13 July 14, 2017, the Texas trial court granted Plaintiff's Motion to Confirm Arbitration Award 14 and for Final Judgment. Subsequently, Plaintiff filed the Judgment in the Superior Court of 15 Guam on August 17,2017. On October 30,2017, this Court issued a Writ of Execution 16 directing the Marshal of the Superior Court of Guam to satisfy the Judgment. 17
18 On November 27, 2017, Shipyard filed the present Motion to Vacate Domesticated
19 Judgment. Shipyard argues that the Judgment rendered by the Texas trial court is void because 20 the Texas trial court did not have personal jurisdiction over Shipyard and that there was no 21 determination that a valid contract existed between Shipyard and Dresser-Rand. On December 22 26, 2017, Dresser-Rand filed an Opposition in response, arguing that arbitration proceeded 23
24 under the parties' agreement, not a court order. Additionally, Dresser-Rand asserts that the
25 Arbitration Tribunal had the jurisdiction to determine the validity of the parties' contract and
26 that the Texas trial court had the jurisdiction to confirm the arbitration award under the parties' 27 contract. On January 8, 2018, Shipyard filed a reply maintaining that the judgment is void 28 because the Texas court did not have personal jurisdiction over Shipyard.
Page 2 of7 ISSUE 2 1. Whether the Texas court had personal jurisdiction over the parties to confirm an 3 arbitration award. 4 FACTS 5
6 1. On December 30, 2013, Dresser-Rand sent two proposals to Shipyard for work to be
7 performed on United States submarines in Guam. 8 2. These proposals referenced Dresser-Rand Company Terms and Conditions of Sale of 9 Equipment, Parts, Field Services and Repairs, an attachment also referred to as "D-R 10 100 Terms and Conditions." 11
12 3. The D-R 100 Terms and Conditions included an arbitration provision through which the
13 parties agreed to resolve any dispute through binding arbitration in either Buffalo, New 14 York or Houston, Texas. Additionally, the parties agreed that the Judgment could be 15 entered in any court having jurisdiction. 16 4. There is no evidence that Shipyard proposed any new or different terms. 17
18 5. On January 9, 2014, Herman Agustin, Jr. of Shipyard sent an email to Dresser-Rand's
19 Christopher Toth expressing Shipyard's authorization to proceed with the proposals. 20 6. On January 10, 2014, Dresser-Rand sent Shipyard purchase orders. 21 7. On July 25, 2016, Dresser-Rand filed an Amended Statement of Claims and Demand 22 for Arbitration based on the contract between the parties. Arbitration proceeded with 23
24 the Tribunal being empaneled in accordance with the arbitration provision by the
25 American Arbitration Association ("AAA").
26 8. Dresser-Rand provided the testimony of Christopher Toth. 27 9. Shipyard provided the testimony of Mr. Scherzer. 28 10. On March 27, 2017, the evidentiary hearing was declared closed.
Page 3 of7 11. The Arbitration Tribunal found that Shipyard accepted Dresser-Rand's offer which 2 included the obligation to arbitrate disputes. Thus, the Tribunal found that a court order 3 was not necessary because arbitration commenced through the parties' agreement. 4 12. The Tribunal also found that Dresser-Rand was entitled to damages and interest from 5
6 Shipyard along with attorney's fees.
7 13. On July 14,2017, the District Court of Harris County, Texas confirmed the arbitration 8 award and rendered a final Judgment. 9 14. On August 17,2017, Dresser-Rand filed the Judgment in the Superior Court of Guam. 10
12 PRINCIPLES OF LAW
13 Enforcement of Foreign Judgment 14 Guam has adopted the Uniform Enforcement of Foreign Judgments Act of 2014 15 (UEFJA). See 7 G.C.A. § 51101 et seq. Under the UEFJA, a "foreign judgment means any 16 judgment, decree, or order of a court of the United States, or of any other court, which is 17
18 entitled to full faith and credit in Guam." Id. § 51103. Further, the UEFJA directs the Clerk of
19 the Superior Court of Guam to treat an authenticated foreign judgment "in the same manner as 20 a judgment of the Superior Court of Guam." Id. § 51104. Thus, "[a] judgment so filed has the 21 same effect and is subject to the same procedures, defenses, and proceedings for reopening, 22 vacating, or staying as a judgment of the Superior Court of Guam, and may be enforced or 23
24 satisfied in like manner." Id.
25 "A foreign judgment may be attacked if the rendering court lacked jurisdiction over the
26 person or subject matter, the judgment was obtained through lack of due process or was the 27 result of extrinsic fraud, or the judgment was invalid or unenforceable." Cho v. American 28 Bonding Co., 952 P.2d 468, 474 (Ct. App. Ariz. 1997); see also Brittain v. Boston Pneumatic,
Page 4 of7 Inc., 355 N.Y.S.2d 45, 48 (Sup. Ct. N.Y. 1974) (explaining that "while judgments entered in 2 courts of other states are to be given full faith and credit, they may be impeached if the court 3 lacks jurisdiction, either of the subject matter or the person of defendant."). Parties can waive 4 the requirement of personal jurisdiction through a variety of legal arrangements under which 5
6 they can give express or implied consent to the personal jurisdiction of a court. Burger King
7 Corp. v. Rudzewicz, 471 U.S. 462, 472 n. 14 (1982) (internal quotations omitted). "An 8 agreement to arbitrate is one such legal arrangement by which a litigant may impliedly consent 9 to personal jurisdiction." Insurance Corp. of Ireland, Ltd. v.
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Fl :c SUPER! OF 2 26 1: 5 3 CLERK OF C URT
--~at- 4
6 IN THE SUPERIOR COURT 7 OF GUAM 8 DRESSER-RAND COMPANY, ) Foreign Order Case No. FOOOO 1-17 9 ) Plaintiff, ) 10 ) vs. 11 ) GUAM INDUSTRIAL SERVICES dba ) DECISION & ORDER 12 GUAM SHIPYARD, ) Defendant. ) 13 ) ) 14 ____________________________) 15
16 INTRODUCTION 17 This matter came before the Honorable Michael J. Bordallo on Defendant Guam 18 Industrial Services dba Guam Shipyard's Motion to Vacate Domesticated Judgment. Attorney 19
20 Louie J. Yanza represents Defendant Guam Industrial Services db a Guam Shipyard
21 ("Shipyard"). Attorney Geri Diaz represents Plaintiff Dresser-Rand Company. Having 22 considered the moving papers, arguments, record, and applicable law, the Court issues the 23 following Decision and Order denying Defendant's motion. 24 BACKGROUND 25
26 This matter arose out of a contract dispute between Plaintiff Dresser-Rand Company
27 ("Plaintiff' or "Dresser-Rand") and Defendant Guam Shipyard. On January 14, 2015, Plaintiff 28 filed suit in the District Court of Harris County, Texas claiming breach of contract. On May
Page 1 of7
ORIGINAL 20, 2015, Shipyard filed an Amended Special Appearance arguing that it was not subject to 2 personal jurisdiction in the Texas court. On September 11,2015, the Texas court denied 3 Shipyard's special appearance, and Shipyard appealed the matter. While the appeal was 4 pending, the Texas court granted Plaintiff's Motion to Compel Arbitration on October 30, 5
6 2015.
7 On July 21, 2016, the Texas Court of Appeals reversed the trial court's judgment on 8 Shipyard's special appearance and dismissed the case for lack of personal jurisdiction. On 9 January 19, 2017, the Texas Court of Appeals annulled its July 21, 2016 Judgment, and ruled 10 that the trial court had personal jurisdiction over the parties to order arbitration. The matter 11
12 proceeded to arbitration, and the tribunal awarded damages to Plaintiff on March 25,2017. On
13 July 14, 2017, the Texas trial court granted Plaintiff's Motion to Confirm Arbitration Award 14 and for Final Judgment. Subsequently, Plaintiff filed the Judgment in the Superior Court of 15 Guam on August 17,2017. On October 30,2017, this Court issued a Writ of Execution 16 directing the Marshal of the Superior Court of Guam to satisfy the Judgment. 17
18 On November 27, 2017, Shipyard filed the present Motion to Vacate Domesticated
19 Judgment. Shipyard argues that the Judgment rendered by the Texas trial court is void because 20 the Texas trial court did not have personal jurisdiction over Shipyard and that there was no 21 determination that a valid contract existed between Shipyard and Dresser-Rand. On December 22 26, 2017, Dresser-Rand filed an Opposition in response, arguing that arbitration proceeded 23
24 under the parties' agreement, not a court order. Additionally, Dresser-Rand asserts that the
25 Arbitration Tribunal had the jurisdiction to determine the validity of the parties' contract and
26 that the Texas trial court had the jurisdiction to confirm the arbitration award under the parties' 27 contract. On January 8, 2018, Shipyard filed a reply maintaining that the judgment is void 28 because the Texas court did not have personal jurisdiction over Shipyard.
Page 2 of7 ISSUE 2 1. Whether the Texas court had personal jurisdiction over the parties to confirm an 3 arbitration award. 4 FACTS 5
6 1. On December 30, 2013, Dresser-Rand sent two proposals to Shipyard for work to be
7 performed on United States submarines in Guam. 8 2. These proposals referenced Dresser-Rand Company Terms and Conditions of Sale of 9 Equipment, Parts, Field Services and Repairs, an attachment also referred to as "D-R 10 100 Terms and Conditions." 11
12 3. The D-R 100 Terms and Conditions included an arbitration provision through which the
13 parties agreed to resolve any dispute through binding arbitration in either Buffalo, New 14 York or Houston, Texas. Additionally, the parties agreed that the Judgment could be 15 entered in any court having jurisdiction. 16 4. There is no evidence that Shipyard proposed any new or different terms. 17
18 5. On January 9, 2014, Herman Agustin, Jr. of Shipyard sent an email to Dresser-Rand's
19 Christopher Toth expressing Shipyard's authorization to proceed with the proposals. 20 6. On January 10, 2014, Dresser-Rand sent Shipyard purchase orders. 21 7. On July 25, 2016, Dresser-Rand filed an Amended Statement of Claims and Demand 22 for Arbitration based on the contract between the parties. Arbitration proceeded with 23
24 the Tribunal being empaneled in accordance with the arbitration provision by the
25 American Arbitration Association ("AAA").
26 8. Dresser-Rand provided the testimony of Christopher Toth. 27 9. Shipyard provided the testimony of Mr. Scherzer. 28 10. On March 27, 2017, the evidentiary hearing was declared closed.
Page 3 of7 11. The Arbitration Tribunal found that Shipyard accepted Dresser-Rand's offer which 2 included the obligation to arbitrate disputes. Thus, the Tribunal found that a court order 3 was not necessary because arbitration commenced through the parties' agreement. 4 12. The Tribunal also found that Dresser-Rand was entitled to damages and interest from 5
6 Shipyard along with attorney's fees.
7 13. On July 14,2017, the District Court of Harris County, Texas confirmed the arbitration 8 award and rendered a final Judgment. 9 14. On August 17,2017, Dresser-Rand filed the Judgment in the Superior Court of Guam. 10
12 PRINCIPLES OF LAW
13 Enforcement of Foreign Judgment 14 Guam has adopted the Uniform Enforcement of Foreign Judgments Act of 2014 15 (UEFJA). See 7 G.C.A. § 51101 et seq. Under the UEFJA, a "foreign judgment means any 16 judgment, decree, or order of a court of the United States, or of any other court, which is 17
18 entitled to full faith and credit in Guam." Id. § 51103. Further, the UEFJA directs the Clerk of
19 the Superior Court of Guam to treat an authenticated foreign judgment "in the same manner as 20 a judgment of the Superior Court of Guam." Id. § 51104. Thus, "[a] judgment so filed has the 21 same effect and is subject to the same procedures, defenses, and proceedings for reopening, 22 vacating, or staying as a judgment of the Superior Court of Guam, and may be enforced or 23
24 satisfied in like manner." Id.
25 "A foreign judgment may be attacked if the rendering court lacked jurisdiction over the
26 person or subject matter, the judgment was obtained through lack of due process or was the 27 result of extrinsic fraud, or the judgment was invalid or unenforceable." Cho v. American 28 Bonding Co., 952 P.2d 468, 474 (Ct. App. Ariz. 1997); see also Brittain v. Boston Pneumatic,
Page 4 of7 Inc., 355 N.Y.S.2d 45, 48 (Sup. Ct. N.Y. 1974) (explaining that "while judgments entered in 2 courts of other states are to be given full faith and credit, they may be impeached if the court 3 lacks jurisdiction, either of the subject matter or the person of defendant."). Parties can waive 4 the requirement of personal jurisdiction through a variety of legal arrangements under which 5
6 they can give express or implied consent to the personal jurisdiction of a court. Burger King
7 Corp. v. Rudzewicz, 471 U.S. 462, 472 n. 14 (1982) (internal quotations omitted). "An 8 agreement to arbitrate is one such legal arrangement by which a litigant may impliedly consent 9 to personal jurisdiction." Insurance Corp. of Ireland, Ltd. v. Compagnie des Bauxites de 10 Guinee, 456 U.S. 694, 704 (1982). When parties agree to arbitrate in one state, they have 11
12 impliedly consented to the jurisdiction of the courts in that state on the theory that only that
13 state's courts have the jurisdiction to compel arbitration in that state. PaineWebber Inc. v. 14 Chase Manhattan Private Bank (Switzerland), 260 F.3d 453, 461-62 (5th Cir. 2001). Further, 15 personal jurisdiction over a non-resident defendant that is founded on a forum-selection clause 16 need not be supported by the defendant's contacts with the selected forum. Ex parte Trinity 17
18 Automotive Services, Ltd., 974 So.2d 1005, 1013 (Ct. App. Ala. 2006).
19 Finally, in absence of proof to the contrary, the jurisdiction of a court in a sister state, 20 from which a duly authenticated judgment which is regular upon its face is presented in 21 evidence, will be presumed." Hicks v. Hicks, 70 Cal.Rptr. 878, 881 (Ct. App. 1968). Thus, in a 22 challenge to a judgment based on jurisdictional grounds, the party making the challenge has the 23
24 burden to produce evidence to overcome the presumptiot:J.. Century Int'l Mgmt. v. Gonzalez,
25 601 So.2d 105, 107 (Ct. App. Ala. 1992).
26 \\ 27 \\ 28 \\
Page 5 of7 ANALYSIS 2 Defendant Guam Shipyard requests this Court to vacate the domesticated Judgment 3 rendered by the Texas trial court, arguing that the Texas court did not have personal jurisdiction 4 over Shipyard. The Texas trial court confirmed the award determined by the Arbitration 5
6 Tribunal. The Arbitration Tribunal found that the arbitration between Dresser-Rand and
7 Shipyard commenced pursuant to the parties' contract and arbitration provision. Additionally, 8 the Arbitration Tribunal found that Shipyard accepted Dresser-Rand's offer that included the 9 arbitration provision. 10
11 The Court finds that facts of the case do not support vacating the Texas court's
12 confirmation of the arbitration award and subsequent Judgment. As the Judgment has been 13 authenticated and domesticated, the Court presumes that the Texas court had jurisdiction to 14 enter it. It is Defendant Shipyard's burden to produce evidence to overcome the presumption. 15 The Court determines that Shipyard has failed to meet this burden. The Arbitration Tribunal 16
17 determined that arbitration provision in the D-R 100 was part of the offer accepted by Shipyard.
18 Additionally, Dresser-Rand and Shipyard participated in arbitration pursuant to their contract. 19 The Court has not been presented with any evidence to disturb the findings of the Arbitration 20 Tribunal. Further, as the parties agreed to arbitrate in Houston, Texas, the Court finds that the 21 parties also consented to the Texas court's jurisdiction over them. Thus, the Court determines 22
23 that Texas court- the District Court for Harris County, Texas- had personal jurisdiction over
24 Dresser-Rand and Shipyard to confirm the award ordered by the Arbitration Tribunal. 25 \\ 26 \\ 27
28 \\
Page 6 of7 CONCLUSION AND ORDER 2 For the reasons set forth above, the Court DENIES Defendant Guam Industrial Services 3 dba Guam Shipyard's Motion to Vacate Domesticated Judgment. 4
~ 5
6 SO ORDERED, this }-(, dayof 2018. 7
10 HON~RABLE MICHAEL J. BORDALLO 11 Judge, Superior Court of Guam
13 SERVICE VIA COURT BOX I acknowledge that a copy 1lf the 14 original hereto was placed in the court box of: 15 ~4CJ.IC, <:::A&. vo ~W'~at./p YA~tff .r~.rN~t 7iA/Bt.tf(, 1-Lf> Dati.2&-[8 Time: /·:s:5f:',U 17 Deputy4~~urt of Guam . 18
Page 7 of7
ORIGINAL