Security Homestead Ass'n v. International Ins. Co.

546 So. 2d 1384, 1989 La. App. LEXIS 1428, 1989 WL 76670
CourtLouisiana Court of Appeal
DecidedJuly 13, 1989
DocketNos. 89-C-0851, 89-C-0855
StatusPublished
Cited by3 cases

This text of 546 So. 2d 1384 (Security Homestead Ass'n v. International Ins. Co.) is published on Counsel Stack Legal Research, covering Louisiana Court of Appeal primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Security Homestead Ass'n v. International Ins. Co., 546 So. 2d 1384, 1989 La. App. LEXIS 1428, 1989 WL 76670 (La. Ct. App. 1989).

Opinion

SCHOTT, Chief Judge.

In these consolidated cases we granted certiorari in order to consider the validity of the trial court’s judgments overruling relators’ exceptions to the in personam jurisdiction of the court. Relators are Republic Savings & Loan, a Wisconsin Corporation, and First Federal Savings Bank, a Florida corporation. The issue is whether the activities of these financial institutions in Louisiana were sufficient to make them amenable to the jurisdiction of the Louisiana court under the state long-arm statute.

In both cases Security Homestead brought suit against its officers and directors and their insurer for losses incurred by Security on loans in which Security participated as a lender. The insurer of the officers and directors filed third party demands against relators in connection with two of the loans and they responded with exceptions contesting the court’s in personam jurisdiction over them.

One case arose out of a construction project in Idaho. In the early 1980’s, P.V.T., a California corporation, retained the services of I.M.I., another California corporation, to secure financing for the development of the Idaho project. P.V.T. then sold its interest in the project to D.E.L., another California corporation. I.M.I. obtained the financing for the project by 1983, using a “participation loan” package whereby a “lead lender” would advance a certain amount of the loan and “participating lenders” would advance the rest. I.M.I. solicited the lead lender, relator, Republic Savings and Loan, and the participating lenders, which included two Arkansas firms, one Rhode Island firm, one Pennsylvania firm, and Louisiana’s Security Homestead. Republic was not involved in the original negotiations in which these participating lenders were obtained. Security’s participation was for $4,700,000 out of a total of $16,300,000. The participation agreement provided that Idaho law would apply to any problems arising from the agreement. Under this agreement Republic assumed the role of the Principal [1386]*1386and Security and the other lenders became participants. Republic would approve the loan documents, maintain custody of the documents, provide copies to the participants when requested, and administer and service the loan. In this connection it would monitor the construction, employ inspectors, review applications for change orders and advances, collect proceeds from the participants as the project progressed, and make all routine decisions in the administration of the loan. It would collect all payments from the borrower and remit to participants their shares, make records available to participants for inspection, inform participants of the progress of the project and enforce the loan provisions. Republic would receive a lead lender’s fee, its share of the commitment fee, and its share of the interest from the borrower but no revenue from the participants.

In 1984, it became apparent that the original loan amount was insufficient to complete the Idaho project. At the request of D.E.L., Republic began negotiations which culminated in an addendum loan agreement. Although almost all negotiations occurred in Idaho and Wisconsin, one meeting was held in Louisiana between an officer of Republic and at least one representative of Security. Republic kept Security informed of the loan status by frequent mailings of reports and telephone calls, and in a June 1984 letter Republic’s representative assured Security that its legal counsel carefully reviewed and clarified the loan documents in order to clarify the position of I.M.I. as no more than the broker in the transaction.

The other case arose out of a construction project in Florida. In 1983, the developer, Rudd, contacted relator, First Federal Savings Bank of Perry, Florida to obtain a loan to construct condominiums in Tallahassee. Because of the size of the loan needed, First Federal contacted R.M.C.I., a mortgage insurance company, in an attempt to find other interested potential lenders. R.M.C.I. gave them the name of Louisiana’s Security Homestead and another interested firm. First Federal contacted Security concerning the loan, and negotiations were held between the two companies. With respect to these negotiations, an officer of Security visited the proposed construction site in Tallahassee. Security eventually agreed to finance ninety percent of the loan, and the loan was closed in Florida.

After part of the project was completed, the developer fell into financial difficulties and defaulted on the loan. First Federal foreclosed on the loan in November, 1984. In January, 1988, Security acquired First Federal’s remaining ten percent interest in the project and took possession of the condominium units which had been built.

In this transaction First Federal made direct contact with Security and negotiated the Loan Participation agreement between them. This provided for a sale from First Federal to Security of 90% participation in the loan. It required First Federal to service the loan, to perfect Security’s title and preserve its rights, to remit collections to Security, and to take appropriate action in the event of default. Pursuant to the agreement Security ultimately put up $9,459,000 for the project. As the project approached collapse there were numerous contacts between First Federal and Security discussing the steps to be taken for the protection of Security’s interests.

A Louisiana court may exercise personal jurisdiction over a nonresident defendant pursuant to the Louisiana Long-Arm Statute, R.S. 13:3201, which provides in pertinent part:

A. A court may exercise personal jurisdiction over a nonresident, who acts directly or by an agent, as to a cause of action arising from any one of the following activities performed by the nonresident.
(1) Transacting any business in this state.
* # * * # *
B. In addition to the provisions of Subsection A, a court of this state may exer[1387]*1387cise personal jurisdiction over a nonresident on any basis consistent with the constitution of this state and of the Constitution of the United States.

In Superior Supply v. Assoc. Pipe & Supply, 515 So.2d 790 (La.1987) the court made an exhaustive review of United States Supreme Court decisions which considered whether the exercise of personal jurisdiction over nonresidents was consistent with the United States Constitution and reached this conclusion at page 796:

The theme that emerges from this series of decisions, rendered over a period of more than forty years and authored by a number of different justices, is that when a nonresident who has purposefully established contacts and relationships with the forum state contests the assertion of personal jurisdiction, the court must analyze the quality and nature of the contacts, the relationship among the defendant, the forum and the litigation, and the evidence presented by the nonresident of facts militating against the exercise of jurisdiction, and must then determine whether the exercise of jurisdiction is reasonable.

The Superior case contained the element of prior solicitation of business in Louisiana by the Colorado defendant which was of great significance. But one of the reasons given by the court for its ultimate decision that constitutional considerations permitted the exercise of personal jurisdiction over the defendant was:

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Bluebook (online)
546 So. 2d 1384, 1989 La. App. LEXIS 1428, 1989 WL 76670, Counsel Stack Legal Research, https://law.counselstack.com/opinion/security-homestead-assn-v-international-ins-co-lactapp-1989.