H2O ENVIRONMENTAL INC., an Idaho Company, Plaintiff-Appellant-Cross Respondent,
PROIMTU MMI, LLC, a Nevada Company, Defendant-Respondent-Cross Appellant.
Opinion No. 74
from the District Court of the Fourth Judicial District of
the State of Idaho, Ada County. Hon. Timothy L. Hansen,
Rainey Hudson, Boise, for appellant. Vaughn Fisher argued.
Fennemore Craig, P.C., Las Vegas, Nevada, for respondent.
Brenoch R. Wirthlin argued.
a contract dispute involving whether personal jurisdiction is
proper over an out-of-state defendant. It concerns two
out-of-state companies, one of which, H2O Environmental, Inc.
("H2O"), is registered to do business in Idaho and
maintains an office in Boise. H2O filed suit in Idaho against
the other company, Proimtu MMI, LLC ("Proimtu"),
alleging breach of contract and seeking reimbursement for the
payment of employment taxes for Proimtu employees. Proimtu
moved to dismiss for lack of personal jurisdiction and the
district court granted the motion. We vacate and remand for
FACTUAL AND PROCEDURAL BACKGROUND
is a Nevada limited liability company that provides
construction management services. H2O is a Nevada
environmental services company that is registered to do
business in Idaho and has bases of operation in Boise, Idaho;
Las Vegas, Nevada; Reno, Nevada; Phoenix, Arizona; and Salt
Lake City, Utah.
and H2O started doing business together in approximately
October 2012, when they entered into a written agreement for
the provision of services related to a construction project
in Arizona. Proimtu hired H2O to manage the employment of
construction laborers and do the wage reporting. That
contract stated that Proimtu was an Arizona limited liability
company, with its place of business in Phoenix, Arizona and
that H2O is a Nevada company with its place of business in
Chandler, Arizona. Two days before the contract was signed,
H2O, at the request of Proimtu, provided a completed W-9
form, indicating that its business address was 6679 South
Supply Way in Boise, Idaho. H2O also indicated that
reimbursement checks should be sent to that address and that
it would be using a Wells Fargo in Boise, Idaho, for
processing workers' pay.
November 2012, the parties had a series of phone calls and
emails that led to the formation of an oral contract for
employment services related to the construction of a solar
panel plant in Tonapah, Nevada. These phone calls and emails
were between Proimtu and the Chief Financial Officer and
Chief Executive Officer of H2O who work in Boise. H2O agreed
to handle the hiring, compensation and Davis-Bacon wage
reporting of the construction workers hired by Proimtu for
the Tonapah project. Proimtu agreed to reimburse H2O for all
costs arising from the employment of these workers.
fulfillment of the oral contract, H2O provided pre-employment
screening of potential employees selected by Proimtu,
completed weekly Davis-Bacon wage reporting for the employees
and provided weekly paychecks to the employees via direct
deposit from a Boise bank. Proimtu emailed weekly wage
information and instructions to H2O's CFO in Boise and
mailed weekly reimbursement checks to Boise for reimbursement
of these costs.
2013, a United States Department of Labor investigation
revealed that some of the Tonapah workers employed by Proimtu
were misclassified, and thus were not receiving wages
appropriate for participation on a government project.
Reclassification required the payment of additional wages and
employment taxes. In 2014, Proimtu's general contractor
at the Tonapah site paid the additional wages and H2O paid
the $28, 832.21 due in employment taxes. Throughout the
summer of 2014, H2O sought reimbursement for these additional
taxes, but Proimtu did not respond to H2O's invoices. In
April 2015, H2O filed suit in Idaho against Proimtu to
recover the employment taxes it had paid. Proimtu moved to
dismiss for lack of personal jurisdiction. The district court
granted the motion.
Proimtu filed a statement of costs, including a request for
attorney's fees. H2O filed a motion to disallow costs and
a motion to vacate the judgment, arguing that Proimtu's
filing of the statement of costs was a general appearance and
constituted voluntary submission to the jurisdiction of the
court. The district court issued a written decision
concluding that (1) Proimtu's filing of a statement of
costs was not a general appearance and did not invoke the
personal jurisdiction of the court, and (2) that
Proimtu's statement of costs did not comply with the
requirements of Idaho Rule of Civil Procedure 54(e).
Accordingly, the court denied H2O's motion to vacate the
judgment, but granted its motion to disallow costs. H2O
appeals, alleging that the district court erred in granting
Proimtu's motion to dismiss for personal jurisdiction and
in refusing to vacate the judgment thereafter entered.
Proimtu cross-appeals, alleging that the district court erred
in granting H2O's motion to disallow costs.