## Facts

- Honeywell International, Inc. extended trade credit to American Alarm Company, Inc. for goods sold on account, and American Alarm Company failed to pay.
- Honeywell claimed Jared Kilgore, an Arizona resident, personally guaranteed American Alarm Company’s debt by signing a written guaranty.
- The guaranty contained a forum-selection clause designating New York state courts, but the document included a line to identify the covered account and that line was left blank.
- Honeywell sued in New York (against American Alarm Company, Kilgore, and others) and sought to impose personal liability on Kilgore based on the guaranty.
- Honeywell attempted to serve Kilgore in Arizona multiple times and ultimately relied on New York’s “nail-and-mail” service method after unsuccessful attempts at personal service.
- The New York court entered a default judgment against Kilgore for more than $830,000 after he did not appear.
- Honeywell then filed the New York judgment in Arizona to enforce it under Arizona’s procedures for filing and enforcing sister-state judgments.
- Kilgore moved in Arizona to vacate the default judgment as to him and to dismiss the enforcement action, arguing New York lacked personal jurisdiction over him.
- Kilgore denied signing the guaranty and asserted his signature had been forged; he also argued Honeywell could not show the guaranty related to American Alarm Company’s debt.
- Kilgore testified that there were two entities with similar names—American Alarm Company, Inc. and American Alarm Partners of Arizona, Inc.—and that he did work only for the Arizona entity, not the New York defendant.
- Honeywell’s witness acknowledged the guaranty did not list an account number and could not testify from personal knowledge that the guaranty was tied to the specific account sued on in New York.
- After an evidentiary hearing on the jurisdictional disputes, the Arizona superior court vacated the New York judgment as to Kilgore and dismissed Honeywell’s domestication/enforcement action; it later denied Kilgore’s attorney-fee request as untimely.

## Issues

1. Whether Arizona had to enforce the New York default judgment when Kilgore presented evidence disputing New York personal jurisdiction, including denial of signing the guaranty containing the New York forum-selection clause and lack of proof the guaranty related to the debt at issue.
2. Whether the superior court properly denied Kilgore’s request for attorney’s fees as untimely.

## Decision

- The Arizona Court of Appeals affirmed the superior court’s order vacating the New York default judgment as to Kilgore and dismissing Honeywell’s Arizona domestication/enforcement action.
- The court agreed that Honeywell failed to establish a valid jurisdictional basis in New York because Honeywell did not prove the guaranty applied to American Alarm Company’s debt that was the subject of the New York lawsuit.
- The court affirmed the denial of Kilgore’s attorney’s fees because the fee request was not timely under the applicable Arizona procedure.

## Legal Principles

- Sister-state judgments are generally entitled to enforcement, but the enforcing state may refuse enforcement if the rendering court lacked personal jurisdiction and the jurisdiction question was not actually litigated in the rendering court.
- A default judgment from another state is treated as valid on its face; however, when the judgment debtor produces substantial evidence calling personal jurisdiction into question, the judgment creditor must prove facts establishing jurisdiction.
- A forum-selection clause can supply consent to personal jurisdiction only if the creditor proves the defendant actually agreed to the contract containing the clause and that the clause is connected to the obligation sued upon.
- When the asserted basis for personal jurisdiction depends on a guaranty, the creditor must show the guaranty relates to the debtor and debt that were sued on; an unfilled account-identification line and uncertainty about which entity’s account is involved may support a finding that the creditor did not meet its burden.
- Requests for attorney’s fees may be denied when not filed within the deadlines set by the governing procedural rules, even if the party otherwise prevailed.

## Conclusion

The Arizona Court of Appeals affirmed the refusal to domesticate and enforce Honeywell’s New York default judgment against Kilgore because Honeywell did not prove New York had personal jurisdiction over him: the jurisdiction theory depended on a guaranty with a New York forum-selection clause, yet Honeywell failed to connect that guaranty to the specific debtor account sued on and Kilgore presented evidence disputing the guaranty’s authenticity and applicability. The court also affirmed denial of Kilgore’s attorney’s fees because his fee application was untimely.


Honeywell Int'l, Inc. v. Kilgore, 2015 WL 1044587 (2015)