Eclipse Liquidity, Inc. v. Geden Holdings Limited

• Court: Superior Court of Pennsylvania
• Decided: November 13, 2018
• Docket: 779 EDA 2018
• Status: Unpublished

Opinion

J-A22016-18

NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37

ECLIPSE LIQUIDITY, INC. : IN THE SUPERIOR COURT OF : PENNSYLVANIA : v. : : : GEDEN HOLDINGS LIMITED : : Appellant : No. 779 EDA 2018

Appeal from the Order Entered February 9, 2018 In the Court of Common Pleas of Philadelphia County Civil Division at No(s): October Term, 2017, No. 196

BEFORE: BENDER, P.J.E., NICHOLS, J., and STEVENS*, P.J.E.

MEMORANDUM BY STEVENS, P.J.E.: FILED NOVEMBER 13, 2018

Appellant, Geden Holdings Limited, appeals from the order entered in

the Court of Common Pleas of Philadelphia County on February 9, 2018,

denying Appellant’s petition to strike the foreign judgment entered in favor of

Appellee, Eclipse Liquidity, Inc., pursuant to the Uniform Foreign Money

Judgment Recognition Act (“Recognition Act”), 42 P.S. §§ 22001-22009. We

affirm.

The trial court aptly set forth the relevant facts and procedural history

of this appeal as follows:

On October 2, 2017, [Appellee] filed a praecipe to enter a foreign money judgment requesting the Prothonotary to enter judgment against [Appellant] in the amount of USD $3,447,519.91 “[p]ursuant to the Uniform Foreign Money Judgment Recognition Act, 42 P.S. § 22001, et seq. and in accordance with the [J]udgment issued by the High Court of Justice, Queen’s Bench Division, Commercial Court in and for the United Kingdom….” In addition to the praecipe, a

____________________________________ * Former Justice specially assigned to the Superior Court. J-A22016-18

notice addressed to [Appellant] was also filed in this court stating in relevant part as follows: “Pursuant to Rule 236 of the Supreme Court of Pennsylvania, you are hereby notified that a [J]udgment has been entered against you in the above proceeding as indicated below,” with the box next to “Money Judgment” checked. A complaint was not filed. On December [21], 2017, [Appellant] filed a petition to strike the judgment. [Appellant] argued the judgment should be stricken because [Appellee] failed to utilize proper procedure by failing to file a complaint or otherwise take any action to obtain a judgment review and recognition of the UK Money Judgment as required by the [Recognition Act]. Upon receipt and review of [Appellee’s] response in opposition to [Appellant’s] petition to strike the court denied [Appellant’s] petition in an order and opinion dated February 7, 2018 and docketed February 9, 2018. This timely appeal followed.[1]

Trial Court Opinion, filed 4/9/18, at 1-2.

Appellant presents the following issue for our review:

May a judgment rendered in another country be recognized in Pennsylvania upon the filing of an ex parte praecipe to enter judgment?

Appellant’s Brief at 2.

Appellant argues that Appellee was required, before seeking

enforcement of the United Kingdom judgment in Pennsylvania, to commence

a civil action to determine whether the judgment is valid under the Recognition

Act. Appellant emphasizes that recognition and enforcement are distinct

concepts. Appellant acknowledges the Recognition Act’s provision that a

foreign-country judgment is enforceable in the same manner as a sister-state

____________________________________________

1 The trial court did not order Appellant to file a concise statement of errors complained of on appeal per Pa.R.A.P. 1925(b), and Appellant did not file one.

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judgment, but Appellant maintains this provision is triggered only after a

judicial determination that the judgment meets the statutory criteria for

recognition. Appellant claims the parties agree that the Recognition Act is

silent as to the procedure for recognition. To that end, Appellant contends

the traditional common-law procedure controls, i.e., a party seeking

enforcement of a foreign judgment must first commence a civil action for

recognition. Appellant asserts that Appellee’s citation to the Recognition Act

in its praecipe was insufficient to establish recognition. Appellant argues

principles of due process mandate that a court rule on a claim for recognition

following proper pleading, notice, and opportunity for a hearing. Appellant

concludes this Court should reverse the order denying Appellant’s petition to

strike and remand the case with instructions to dismiss.

Our standard of review of a trial court’s decision on a petition to strike

a foreign judgment is whether the court manifestly abused its discretion or

committed an error of law. Olympus Corp. v. Canady, 962 A.2d 671, 673

(Pa.Super. 2008). “A petition to strike a judgment may be granted only for a

fatal defect or irregularity appearing on the face of the record.” Green Acres

Rehab. & Nursing Ctr. v. Sullivan, 113 A.3d 1261, 1267 (Pa.Super. 2015).

Further, “[T]he interpretation and application of a statute is a question

of law that compels plenary review to determine whether the court committed

an error of law.” Wilson v. Transp. Ins. Co., 889 A.2d 563, 570 (Pa.Super.

2005). “As with all questions of law, the appellate standard of review is de

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novo and the appellate scope of review is plenary.” In re Wilson, 879 A.2d

199, 214 (Pa.Super. 2005) (en banc).

On the topic of statutory interpretation, this Court has stated:

[We] are constrained by the rules of statutory interpretation, particularly as found in the Statutory Construction Act. 1 Pa.C.S.A. §§ 1501-1991. The goal in interpreting any statute is to ascertain and effectuate the intention of the General Assembly. Our Supreme Court has stated that the plain language of a statute is in general the best indication of the legislative intent that gave rise to the statute. When the language is clear, explicit, and free from any ambiguity, we discern intent from the language alone, and not from the arguments based on legislative history or “spirit” of the statute. We must construe words and phrases in the statute according to rules of grammar and according to their common and approved usage. We also must construe a statute in such a way as to give effect to all its provisions, if possible, thereby avoiding the need to label any provision as mere surplusage.

Cimino v. Valley Family Med., 912 A.2d 851, 853 (Pa.Super. 2006), appeal

denied, 591 Pa. 731, 921 A.2d 494 (2007) (quoting Weiner v. Fisher, 871

A.2d 1283, 1285-86 (Pa.Super. 2005), appeal denied, 594 Pa. 705, 936 A.2d

41 (2007)). Under Section 1921(c), the court resorts to considerations of

“purpose” and “object” of the legislature when the words of a statute are not

explicit. Sternlicht v. Sternlicht, 583 Pa. 149, 158, 876 A.2d 904, 909

(2005) (referring to consideration of matters such as: (1) occasion and

necessity for statute; (2) circumstances under which it was enacted; (3)

mischief to be remedied; (4) object to be attained; (5) former law, if any,

including other statutes upon same or similar subjects; (6) consequences of

particular interpretation; (7) contemporaneous legislative history; (8)

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legislative and administrative interpretations of such statute).

Additionally, “[D]ue process, unlike some legal rules, is not a technical

conception with a fixed content unrelated to time, place and circumstances.

[D]ue process is flexible and calls for such procedural protections as the

particular situation demands.” In re R.D., 739 A.2d 548, 554 (Pa.Super.

1999), appeal denied, 561 Pa. 699, 751 A.2d 192 (2000). “The essential

elements of due process are notice and an opportunity to be heard and to

defend in an orderly proceeding adapted to the nature of the case.” Adelphia

Cablevision Assocs. Of Radnor, L.P. v. Univ. City Hous. Co., 755 A.2d

703, 712 (Pa.Super. 2000).

The Recognition Act defines a “foreign judgment” as “[a]ny judgment of

a foreign government granting or denying recovery of a sum of money, other

than a judgment for taxes, a fine or other penalty, or a judgment in

matrimonial or family matters.” 42 P.S. § 22002. “Foreign government” is

defined as “[a]ny governmental unit other than the United States, or any

state, district, Commonwealth, territory or insular possession thereof, or the

Panama Canal Zone, the Trust Territory of the Pacific Islands or the Ryukyu

Islands.” Id. The Recognition Act “shall apply to any foreign judgment that

is final and conclusive and enforceable where rendered, even though an appeal

therefrom is pending or it is subject to appeal.” 42 P.S. § 22009. Section 3

of the Recognition Act states as follows regarding recognition and enforcement

of foreign judgments:

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Except as provided in sections 4 and 5, a foreign judgment meeting the requirements of section 9 is conclusive between the parties to the extent that it grants or denies recovery of a sum of money. The foreign judgment is enforceable in the same manner as the judgment of another state which is entitled to full faith and credit.

42 P.S. § 22003 (emphasis added).2 Section 4 of the Recognition Act sets

forth various grounds for nonrecognition of a foreign judgment, while Section

5 specifies circumstances in which a judgment is not conclusive. See 42 P.S.

§§ 22004-22005.

In Pennsylvania, the enforceability of a judgment from another state is

governed by the Uniform Enforcement of Foreign Judgments Act

(“Enforcement Act”), which states, in pertinent part, as follows:

§ 4306. Enforcement of foreign judgments

* * *

(b) Filing and status of foreign judgments.--A copy of any foreign judgment including the docket entries incidental thereto authenticated in accordance with act of Congress or this title may be filed in the office of the clerk of any court of common pleas of this Commonwealth. The clerk shall treat the foreign judgment in the same manner as a judgment of any court of common pleas of this Commonwealth. A judgment so filed shall be a lien as of the date of filing and shall have the same effect and be subject to the same procedures, defenses and proceedings for reopening, vacating, or staying as a judgment of any court of common pleas of this Commonwealth and may be ____________________________________________

2The Full Faith and Credit Clause provides that: “Full Faith and Credit shall be given in each State to the public Acts, Records, and judicial Proceedings of every other State. And the Congress may by general Laws prescribe the Manner in which such Acts, Records and Proceedings shall be proved, and the Effect thereof.” U.S. Const. Art. IV § 1.

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enforced or satisfied in like manner.

(f) Definition.--As used in this section “foreign judgment” means any judgment, decree, or order of a court of the United States or of any other court requiring the payment of money which is entitled to full faith and credit in this Commonwealth.

42 Pa.C.S. § 4306.

In addressing enforcement of foreign judgments, the Pennsylvania

Supreme Court has stated:

Under Pennsylvania law, foreign judgments are treated, in the first instance, not as judgments, but as rights of action. Historically, obligees were required to commence a civil action on the existing foreign judgment, consummating in a Pennsylvania judgment, before enforcement could be had in the Commonwealth. …

However, in enacting the various statues providing for registration of foreign judgments, the legislature implemented streamlined procedures for domesticating foreign judgments, establishing registration as an alternative to the commencement of a civil action.

Morrissey v. Morrissey, 552 Pa. 81, 86, 713 A.2d 614, 617 (1998).

The Court in Morrissey discussed the legislature’s implementation of

“streamlined procedures for domesticating foreign judgments” in the context

of the Enforcement Act and the Revised Uniform Reciprocal Enforcement of

Support Act, 23 Pa.C.S. §§ 4501-4540 (repealed). Subsequently, in

Hilkmann v. Hilkmann, 579 Pa. 563, 858 A.2d 58 (2004), the Court noted

that the legislature similarly established registration as an alternative to

initiating a civil action for domestication of foreign-country judgments under

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the Recognition Act. See id. at 578-79, 858 A.2d at 68 (stating: “Although

in a number of instances, the Legislature has implemented streamlined

procedures for domesticating interstate and/or international judgments, for

example by establishing registration as an alternative to the commencement

of a civil action, see Morrissey, 552 Pa. at 86 & n.7, 713 A.2d at 617 & n.7

(citing 42 Pa.C.S. § 4306, and 23 Pa.C.S. § 7604); see also 42 P.S. §§

22001–22009 (providing for the recognition of foreign money judgments),

absent such authorization, the common law procedure remains the exclusive

avenue for obtaining recognition and enforcement”).

This reading of the statute is consistent with its text, which makes clear

the legislature intended to streamline the enforcement of foreign-country

judgments by making them “enforceable in the same manner as the judgment

of another state which is entitled to full faith and credit.” 42 P.S. § 22003.

The Enforcement Act governs the enforcement of judgments from other

states, and requires only that the party seeking enforcement file a copy of the

judgment and docket entries with the clerk of any court of common pleas. 42

Pa.C.S. § 4306(b). The clerk must treat the sister-state judgment in the same

manner as a Pennsylvania judgment. Id. The filer does not need to

commence a civil action or otherwise take any step to have the judgment

“recognized” before seeking enforcement.

Here, Appellee filed a praecipe to enter a foreign money judgment

issued in the United Kingdom. The praecipe expressly invoked the Recognition

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Act. Appellee attached the judgment to the praecipe and Pa.R.C.P. 236 notice

of the judgment was sent to Appellant. Appellee’s use of a praecipe was

sufficient to enforce the judgment and no prior recognition proceedings were

necessary.

Contrary to Appellant’s argument, the ability to register a foreign

judgment by praecipe does not render meaningless the provisions of the

Registration Act setting forth grounds for nonrecognition. As under the

Enforcement Act, a foreign judgment is not unassailable once entered. The

Enforcement Act provides that an aggrieved party may attack the judgment

using “the same procedures, defenses and proceedings for reopening,

vacating, or staying as a judgment of any court of common pleas of this

Commonwealth.” 42 Pa.C.S § 4306(b). Similarly, after a foreign-country

judgment is filed in Pennsylvania court, a party may challenge the judgment

on any basis enumerated in the Recognition Act. Appellant was free to, and

did, object to the entry of the United Kingdom judgment in Pennsylvania by

filing a petition to strike. Appellant’s petition challenged only the procedure

used by Appellee to enforce the judgment, but Appellant could have raised

any issue regarding the judgment’s legitimacy under the Recognition Act.

Further, Appellant’s reliance on Louis Dreyfus Commodities Suisse

SA v. Fin. Software Sys., Inc., 99 A.3d 79 (Pa. Super. 2014), is misplaced.

In Louis Dreyfus, the plaintiff attempted to enforce a foreign-country money

judgment by filing a praecipe that cited the Enforcement Act. This Court held

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that the plaintiff’s praecipe was fatally flawed because it invoked the authority

of the Enforcement Act, which applies only to judgments of sister states

entitled to full faith and credit under the U.S. Constitution, rather than the

Recognition Act. Id. at 84, 86. The plaintiff “improperly sought recognition

and enforcement of the foreign money judgment by invoking an inapplicable

statute.” Id. at 86. Thus, the plaintiff “failed to establish the ‘essential

procedural framework within which the effect of the foreign judgment [could]

be assessed.’” Id. (quoting Hilkmann, supra at 579, 858 A.2d at 68). This

Court did not hold, however, that filing a praecipe invoking the authority of

the Recognition Act, as opposed to a new civil action, was a procedurally

improper means of achieving recognition and enforcement of a foreign-

country judgment. In the instant case, by invoking the Recognition Act,

Appellee did “establish the essential procedural framework within which the

effect of the foreign judgment [could] be assessed.” Id.

Finally, Appellant’s due process argument ignores that Appellant had a

prior opportunity in the original forum to defend against the claims underlying

the foreign judgment. The proceedings in the United Kingdom culminated in

a judgment, which, though not protected by full faith and credit or immune

from attack, is nevertheless entitled to deference under the principles of

comity. See In re Christoff's Estate, 411 Pa. 419, 423, 192 A.2d 737, 739

(1963) (stating that foreign-country judgments are entitled to “the greatest

respect and deference” under the principles of comity). Appellant makes no

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claim that basic procedural safeguards such as notice and an opportunity to

be heard were lacking in the original United Kingdom proceeding. See Soc’y

of Lloyd’s v. Ashenden, 233 F.3d 473, 476 (7th Cir. 2000) (stating that any

suggestion that the English system of courts does not provide impartial

tribunals or procedures compatible with requirements of due process of law

borders on the risible; courts of England are fair and neutral forums and the

United States concepts of due process of law have English origins). We do not

find that principles of due process are offended by placing the burden on

Appellant to raise grounds for nonrecognition of the foreign judgment,

including any procedural deficiency of the foreign proceedings, in a petition to

open or strike the judgment after it has been domesticated in the

Commonwealth. See 42 P.S. § 22004(1) (providing that a foreign judgment

need not be recognized if “the defendant in the proceedings in the foreign

court did not receive notice of the proceedings in sufficient time to enable him

to defend”).

Based on the foregoing, we conclude the trial court properly denied

Appellant’s petition to strike the foreign judgment. Accordingly, we affirm.

Order affirmed.

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Judgment Entered.

Joseph D. Seletyn, Esq. Prothonotary

Date: 11/13/18

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