Christian Book Distributors, Inc. v. Great Christian Books, Inc.

EYLER, Judge. The question presented by this appeal is whether the Circuit Court for Cecil County erred in vacating a judgment filed in that court pursuant to the Uniform Enforcement of Foreign Judgments Act, Md.Code (1998 Repl.Vol., 2000 Supp.), Cts. & Jud. Proc. § 11-801 et seq., on the ground that the Massachusetts court that entered the judgment lacked ³⁷⁰ jurisdiction over the person of the defendant. We answer the question in the negative, and consequently, affirm the judgment of the circuit court.

In doing so, we shall revisit what is commonly called the fiduciary shield doctrine 1 and overrule our holding in Umans v. PWP Serv., Inc. 50 Md.App. 414, 439 A.2d 21 (1982). Factual Background Christian Book Distributors, Inc., appellant, is in the business of selling religious books by mail. Great Christian Books, Inc. (GCB) was in the same business and was a competitor of appellant. In March, 1998, 2 appellant commenced negotiations with GCB, the latter acting through William Wallace, appellee, regarding the possible purchase by appellant of GCB’s customer list.

On July 10,1998, GCB sold, and appellant purchased, GCB’s customer list. On December 2, 1998, appellant filed a complaint in Superi- or Court in Massachusetts against GCB, William Wallace, and other defendants whose identities are not relevant to this appeal. In addition to the information in the preceding paragraph, appellant alleged that GCB and William Wallace (hereinafter appellee) faxed the closing documents to appellant in Massachusetts, that the documents contained misrepresentations of fact on which appellant relied, and that appellant and GCB continued to use the list after settlement. The complaint contained four counts: (1) breach of agreement, (2) conversion, (3) misrepresentation, and (4) an action under the Massachusetts business regulation & consumer protection act.

Mass. Ann. Laws ch. 93A, §§ 2 and 11 (1994 RephVol.). ³⁷¹ With respect to jurisdiction, appellant alleged in the complaint that (1) it was a Massachusetts corporation with a place of business in Massachusetts; (2) GCB was a Delaware corporation with a place of business in Maryland; and (3) appellee was a resident of Maryland. Appellant alleged that the court had personal jurisdiction over the defendants under Mass. Ann. Laws ch. 223A, § 3, the Massachusetts long-arm statute, because the defendants transacted business or caused tortious injury within Massachusetts.

The complaint contained exhibits consisting of an affidavit dated December 2,1998, by Steven J. Henderson, President of appellant, and the closing documents. The latter consisted of (1) the asset purchase agreement, (2) the bill of sale, (3) a “certificate” by GCB with respect to the warranties and representations described in Paragraph 7 of the asset purchase agreement, and (4) a letter from GCB’s secured lender, releasing its lien on the customer list. According to the documents, appellee executed the asset purchase agreement on behalf of GCB as a duly authorized agent and executed the bill of sale and certificate as president of GCB. The asset purchase agreement and the certificate contained representations and warranties by GCB that it had good and marketable title to the customer list, that the quantity and quality of the list was as specified, and that recent transactions with the customer list were as specified.

Appellant sought damages and injunctive relief. On December 2, 1998, the same day that the complaint was filed, the Superior Court issued a temporary restraining order directed to the defendants. According to a return of private process server, on December 9,1998, appellee was served with the complaint, the temporary restraining order, and other pleadings, at his place of abode, 816 Hilltop Road, Elkton, Maryland. On December 10, 1998, the Superior Court held a hearing on appellant’s request for a preliminary injunction and issued the injunction, ordering the defendants to deliver all copies of the customer list to appellant and to refrain from using the list.

According to a return of private process server, on December 12, 1998, appellee was served with the ³⁷² preliminary injunction and other pleadings by leaving copies at his place of abode, 816 Hilltop Road, Elkton, Maryland. After receiving no response from the defendants, appellant filed a motion for judgment by default on January 4, 1999. The court granted the motion and scheduled a hearing on damages for January 26,1999. The defendants did not appear at that time, and the Superior Court advised appellant to communicate to the defendants that the hearing would be reset for February 2, 1999.

According to a return of private process server, on January 27, 1999, appellee was served with the motion, the notice of hearing, and other information by leaving copies at his place of abode, 816 Hilltop Road, Elkton, Maryland. On the morning of February 2,1999, appellee, pro se, faxed a motion to dismiss, based on lack of personal jurisdiction, to Justice Howard J. Whitehead, Superior Court. The record indicates that the motion was received at that time, although it was not docketed until February 22. On February 13, 1999, the Superior Court ruled that (1) the defendants were in default, and (2) because appellee’s motion was untimely, it required no action.

That ruling was docketed on February 22. On February 17, 1999, the Superior Court assessed damages, and on February 22, 1999, entered judgment for damages against appellee and GCB, but it did not include final injunctive relief. On March 4,1999, appellant filed a motion to alter or amend the judgment, supported by an affidavit of the same date, seeking a final injunction prohibiting GCB from continued use of the customer fist. Appellee appeared through counsel and opposed the motion.

The motion was heard on March 11, and on March 30 (docketed on April 2), the court granted the requested relief. The Superior Court, by its opinion and order dated March 30, 1999, accepted the factual allegations in the complaint as true, based on the default, and ruled that the facts established the liability of GCB “at least” with respect to Counts 1 (breach of agreement) and 4 (violation of Consumer Protection Act), and the liability of appellee “at least” as to Count 4 (violation of the Consumer Protection Act). The ³⁷³ court entered judgment for damages and injunctive relief on those counts. Because appellee is the only person or entity raising an issue before us, the pertinent judgment is the judgment against appellee with respect to the violation of the Consumer Protection Act.

On April 14, 1999, appellee filed a motion to vacate the judgment on the ground of lack of proper service, and in the alternative, on the ground of excusable neglect. The motion was supported by appellee’s affidavit which, in pertinent part, stated (1) that he negotiated the sale of the customer list as a representative of GCB, (2) that he was an employee of GCB and a member of its board, but not an officer or a stockholder, (3) that negotiations occurred primarily by e-mail and faxes, and (4) that he received the suit papers on December 9, 1998, but did not respond then or at any time before February 2, 1999, because his Maryland counsel had advised him that he had not been served properly nor was he subject to the jurisdiction of the court. 3 On May 19, 1999, the Superior Court, after a hearing, implicitly found that appellee had been served and expressly found that appellee had willfully and inexcusably failed to defend the action. The court denied appellee’s motion to vacate the judgment. On May 28, 1999 (docketed on June 1), appellee filed a motion for reconsideration supported by affidavits.

On June 9, 1999, the court denied that motion. On June 16, 1999, appellee filed a notice of appeal to the Massachusetts Appeals Court. That appeal is presently pending. On August 6, 1999, appellant recorded the judgment against appellee in the Circuit Court for Cecil County.

Appellee filed a motion to vacate that foreign judgment, and in the alternative, a motion to stay enforcement of the foreign judgment. On May 10, 2000, after a hearing, the circuit court granted the motion to vacate the judgment on the ground that appellee had insufficient contacts with Massachusetts to satisfy due ³⁷⁴ process. On May 18, 2000, appellant filed a motion for reconsideration. On May 24, 2000, the court denied the motion.

On June 5, 2000, appellant filed a notice of appeal to this Court. Discussion The question before us is whether the Massachusetts judgment is entitled to full faith and credit pursuant to the Uniform Enforcement of Foreign Judgment Act. In responding, we note that the merits of the controversy are not before us; the only issue is whether the Massachusetts court had jurisdiction. 4 In making that determination, our review is limited to ascertaining whether Massachusetts complied with its own laws, and whether its proceedings were in accordance with due process. See Young v. Progressive Cas.

Ins. Co., 108 Md.App. 233, 245 , 671 A.2d 515 (1996)(citing Renwick v. Renwick, 24 Md.App. 277, 287 , 330 A.2d 488 (1975)); Imperial Hotel, Inc. v. Bell Atlantic Tri-Con Leasing Corp., 91 Md.App. 266, 273-74 , 603 A.2d 1371 (1992). Due process requires sufficient minimum contacts with the forum state so as “ ‘not [to] offend “traditional notions” of fair play and substantial justice.’ ” See Columbia Briargate Co. v. First Nat’l Bank, 713 F.2d 1052, 1057 (4th Cir.1983)(citing World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 291-92 , 100 S.Ct. 559, 563-64 , 62 L.Ed.2d 490, 498 (1980)). This burden is satisfied when there has been “some act [related to the cause of action alleged] by which the [non-resident] defendant purposefully avails [himself] of the privilege of conducting activities within the forum State.” Id.

(citing Hanson v. Denckla,, 357 U.S. 235, 253 , 78 S.Ct. 1228, 1239 , 2 L.Ed.2d 1283, 1298 (1958)). Issues Appellant contends that jurisdiction exists under the Massachusetts long-arm statute, Mass. Ann. Laws ch. 223A, § 3(a) and (c), and that appellee has been afforded due process. Subsections (a) & (c) provide, in pertinent part: ³⁷⁵ A court may exercise personal jurisdiction over a person, who acts directly or by an agent, as to a cause of action in law or equity arising from the person’s (a) transacting any business in this commonwealth; (c) causing tortious injury by an act or omission in this commonwealth.

Appellee does not expressly concede that the Massachusetts long-arm statute, by its terms, provides jurisdiction in this case. On the other hand, it is not clear that appellee is arguing that subsections (a) & (c) do not provide jurisdiction. 5 What appellee does argue is that the exercise of jurisdiction is prohibited by the requirements of due process because (1) appellee’s contacts with Massachusetts, consisting of telephone calls, faxes, and e-mails, were insufficient and (2) because appellee was acting as a representative of a corporation, the fiduciary shield doctrine would prevent the exercise of jurisdiction. Appellee does not state a position as to whether the fiduciary shield doctrine should be applied as a matter of state law or as a constitutional principle. We assume his position is the latter because he argues that the exercise of jurisdiction in this instance does not comport with due process.

In addition to the above, appellee argues that one of the requirements of the Massachusetts Consumer Protection Act was not met. The statute in question declares unlawful “unfair methods of competition and unfair or deceptive acts or practices in the conduct of any trade or commerce.” Mass. Ann. Laws ch. 93A, § 2(a). “Trade” and “commerce” include, in pertinent part, the offering for sale or sale of any real ³⁷⁶ or personal property. Ch. 93A, § 1(b).

Section 9 provides remedies for consumers, and § 11 provides remedies for persons engaged in trade or commerce. Appellee points to the last paragraph in § 11, which provides as follows: No action shall be brought or maintained under this section unless the actions and transactions constituting the alleged unfair method of competition or the unfair or deceptive act or practice occurred primarily and substantially within the commonwealth. For the purposes of this paragraph, the burden of proof shall be upon the person claiming that such transactions and actions did not occur primarily and substantially within the commonwealth. (Emphasis added.) Jurisdiction Over The Corporate Entity (GCB) The Massachusetts long-arm statute reaches to the fullest extent permitted by due process, provided that the conduct complies with the statute’s terms.

Good Hope Indus., Inc. v. Ryder Scott Co., 378 Mass. 1 , 389 N.E.2d 76, 80 (1979)(stating that “G.L.c. 223A, § 3[ ] asserts jurisdiction over the person to the constitutional limit only when some basis for jurisdiction enumerated in the statute has been established.”). As stated in Schinkel v. Maxi-Holding, Inc., 30 Mass.App.Ct. 41 , 565 N.E.2d 1219, 1222 (1991), “[t]he long arm statute extends the jurisdictional reach of Massachusetts courts to non-residents who satisfy certain ‘minimum contact’ connections with Massachusetts, as defined in G.L.c. 223A, § 3(a)-(h), as amended through St.1987, c. 100, and who are served with process out of State in accordance with the procedures of §§ 6-8.” We reiterate that we do not reach the merits. The Massachusetts court entered judgment by default against appellee with respect to appellant’s claim based on ch. 223A, § 93A, the Consumer Protection Act. The court did not enter judgment with respect to the common law misrepresentation count, but the misrepresentation alleged was the basis for the Consumer Protection Act count, as well as for the misrepresentation count.

Consequently, we conclude that cases applying the Massachusetts long-arm statute and discussing due ³⁷⁷ process in the context of alleged misrepresentations are relevant to the issues before us, even if they did not involve a Consumer Protection Act claim. 6 In Ealing Corp. v. Harrods, Ltd., 790 F.2d 978 (1st Cir.1986), the United States Court of Appeals for the First Circuit, applying the Massachusetts long-arm statute, held that a telex sent by defendant to plaintiff in Massachusetts, which contained alleged misrepresentations, was sufficient to confer jurisdiction under ch. 223A, § 3(c) because the tort occurred in Massachusetts. The court, in part, relied on its earlier decision in Murphy v. Erwin-Wasey, Inc., 460 F.2d 661 (1st Cir.1972). In Murphy , the court, applying ch. 223A, § 3(c), held: Where a defendant knowingly sends into a state a false statement, intending that it should there be relied upon to the injury of a resident of that state, he has, for jurisdictional purposes, acted within that state. The element of intent also persuades us that there can be no constitutional objection to Massachusetts asserting jurisdiction over the out-of-state sender of a fraudulent misrepresentation, for such a sender has thereby “purposefully availed itself of the privilege of conducting activities within the forum State, thus invoking the benefits and protections of its laws.” Id. at 664 (footnote omitted).

Accord Whittaker Corp. v. United Aircraft Corp., 482 F.2d 1079, 1084 (1st Cir.1973) (misrepresentation in Massachusetts by defendant’s employee concerning plaintiffs noncompliance with specifications provided basis for jurisdiction under § 3(c) of c. 223A); Burtner v. Burnham, 13 Mass.App.Ct. 158 , 430 N.E.2d 1233, 1236-37 (1982) (defendant’s misrepresentations by mail and telephone to plaintiff in Massachusetts regarding acreage of property ³⁷⁸ provided basis for jurisdiction under § 3(c)); Landmark Bank v. Machera, 736 F.Supp. 375, 383-84 (Ma.1990)(misrepresentations by mail and telephone to plaintiff in Massachusetts regarding plaintiffs investment provided basis for jurisdiction under § 3(c) over defendant corporation, partnership, and general partner). In Whittaker, Burtner, and Landmark Bank , the courts also indicated that asserting jurisdiction based on a misrepresentation received in Massachusetts, which caused tortious injury in Massachusetts, complied with due process. See Whittaker, 482 F.2d at 1083-84 ; Burtner, 430 N.E.2d at 1237 ; Landmark Bank, 736 F.Supp. at 385-86 . The statements were purposefully transmitted to Massachusetts and the cause of action was related to the statements.

Sustaining jurisdiction under one section is sufficient; thus, we need not go beyond that. We observe, however, that the misrepresentation in Massachusetts provides a basis for jurisdiction that complies with due process under section 3(a) as well as § 3(c). See Ealing, 790 F.2d at 981-82 (stating that the reference in § 3(a) to “transacting any business” is “general and applies to any purposeful acts by an individual, whether personal, private, or commercial” and holding that a telex with alleged misrepresentations sent to the plaintiff in Massachusetts establishes prima facie jurisdiction under § 3(a)); Nova Biomedical Corp. v. Moller, 629 F.2d 190, 197 (1st Cir.1980)(holding that sending two threatening infringement notices into Massachusetts constituted a transaction of business under § 3(a) giving rise to the cause of action). If we were concerned with jurisdiction over GCB, the above cases would be on point and would persuasively lead us to the conclusion that the long-arm statute and due process has been complied with in the case before us.

The above cases were not concerned, however, with obtaining jurisdiction over individuals acting as agents of corporations. Fiduciary Shield Doctrine in Massachusetts This brings us to a discussion of the fiduciary shield doctrine. The fiduciary shield doctrine serves as a limitation on the reach of a long-arm statute with respect to obtaining ³⁷⁹ jurisdiction over an individual who acted solely as a representative of a corporation, rather than on his or her own behalf. See Cawley v. Bloch, 544 F.Supp. 133, 135 (D.Md.1982).

Courts discussing the doctrine have sometimes identified two exceptions: (1) when the individual is the alter ego of the corporation, e.g., Yankee Group, Inc. v. Yamashita, 678 F.Supp. 20, 22 (D.Mass.1988), or (2) when the individual has a substantial interest in the corporation, e.g., Zeman v. Lotus Heart, Inc., 717 F.Supp. 373, 377-78 (D.Md.1989). We expressly note that this doctrine relates to jurisdiction over the person of the individual defendant. It does not relate to the liability of that defendant. 7 Indeed, many courts that have criticized the doctrine have pointed out the arguable inconsistency between the fact that the individual is subject to liability if the individual commits a tort, even though acting as an agent for a corporation, but is not subject to jurisdiction in the state in which the individual committed the tort. See, e.g., Columbia Briargate, 713 F.2d at 1059-60 (discussing the illogical result that occurs when an individual may be held liable substantively “for a tort [ ] committed] in [a] fiduciary role in the forum state but the court of the forum state may not, under its long-arm statute, require him to appear and defend the suit arising out of that tort in the forum state.”); Marine Midland Bank, N.A. v. Miller, 664 F.2d 899, 902 (2d Cir.1981)(stating that “there is a dichotomy between the principles governing the personal liability of corporate agents for torts committed in their corporate roles and the principles governing the amenability of such agents to personal jurisdiction solely on the basis of those acts.”); Donner v. Tams-Witmark Music Library, Inc., 480 F.Supp. 1229 , 1234 ³⁸⁰ (E.D.Pa.1979)(stating “[i]t would be anomalous, and would defeat the purposes of the law creating substantive liability, to permit a corporate officer to shield himself from jurisdiction by means of the corporate entity, when he could not interpose the same shield as a defense against substantive liability.”).

We are not aware of a Massachusetts appellate decision expressly declining to follow the fiduciary shield doctrine. It has never been applied by Massachusetts, however, and federal courts, applying Massachusetts law, have stated that Massachusetts does not recognize the doctrine. See Johnson Creative Arts, Inc. v. Wool Masters, Inc., 573 F.Supp. 1106, 1111 (D.Mass.1983), affirmed on other grounds, 743 F.2d 947 (1st Cir.1984); Yankee Group, Inc., 678 F.Supp. at 22 . The Supreme Judicial Court of Massachusetts has pointed out that its long-arm statute is intended to reach the limits of the United States Constitution.

See Ross v. Ross, 371 Mass. 439 , 358 N.E.2d 437, 438 (1976). The United States District Court for the District of Massachusetts, in Yankee Group, Inc., 678 F.Supp. at 22 , concluded that the fiduciary shield doctrine is not constitutionally based and that it would be inconsistent to hold that Massachusetts would recognize such a limitation. Fiduciary Shield Doctrine in Maryland To summarize up to this point, we conclude that under the law of Massachusetts, given the default judgment, the misrepresentation by GCB in which appellee participated in the State of Massachusetts satisfied both the long-arm statute (tortious act in the state) and due process, with respect to appellee’s corporate principal. See Murphy, 460 F.2d at 664 (holding that the intentional delivery in Massachusetts by mail or telephone of a false statement originating outside the state, with the intention that it be relied upon to the injury of a resident of that state, is an “act ... within [the] commonwealth” pursuant to ch. 223A, § 3(c)).

Additionally, the fiduciary shield doctrine would not be applied by a Massachusetts court, see Johnson Creative Arts, Inc., 573 F.Supp. at 1111 ; Yankee Group, Inc., 678 F.Supp. at 22 . ³⁸¹ We continue with our discussion, however, and examine the basis of the circuit court’s ruling in the case before us. The circuit court relied on cases decided under Maryland law holding that merely sending correspondence, facsimile transmissions, or other forms of communication into Maryland are insufficient to confer jurisdiction. See, e.g., Leather Masters v. Giampier Ltd., 836 F.Supp. 328, 331 (D.Md.1993) (breach of contract suit against a nonresident corporation arising out of the sale of goods), and Cape v. von Maur, 932 F.Supp. 124, 128 (D.Md.1996) (breach of contract, malpractice, fraud, and intentional infliction of emotional distress suit against attorneys in Germany based on telephone calls and correspondence). The cases relied upon, however, did not involve a tortious act committed in Maryland.

The circuit court also implicitly relied on the fiduciary shield doctrine, citing Cawley v. Bloch, 544 F.Supp. 133 (D.Md.1982). Cawley involved a suit against a nonresident corporation and two of its officers who allegedly made fraudulent and negligent misrepresentations. The individuals were physically present in Maryland and allegedly performed tortious acts in the State. The district court in Cawley referenced its prior decision in In re Mid-Atlantic Toyota Antitrust Litigation, 525 F.Supp. 1265, 1270-71 (D.Md.1981), modified on other grounds, 541 F.Supp. 62 (D.Md.1981), aff'd, Pennsylvania v. Mid-Atlantic Toyota Antitrust Litigation, 704 F.2d 125 (4th Cir.1983) wherein, relying on Merkel Assoc., Inc. v. Bellofram Corp., 437 F.Supp. 612 (W.D.N.Y.1977), the court held that the fiduciary shield doctrine did not apply when a corporate officer committed a personal or business tort in Maryland, the forum state.

The Cawley court observed, however, that, subsequent to Mid-Atlantic Toyota, (1) the Second Circuit, in Marine Midland Bank, N.A. v. Miller, 664 F.2d 899 (2d Cir.1981), rejected the Merkel notion that the fiduciary shield doctrine is never available when the acts of the corporate agent are tortious. Instead, it held that the fiduciary shield doctrine was an equitable doctrine, with its application dependent upon the facts of the case, and (2) this Court, in a case of first impression, Umans v. PWP Services, Inc., 50 Md.App. ³⁸² 414, 420, 439 A.2d 21 (1982), adopted the fiduciary shield doctrine. The Court described our opinion in Umans as follows: The court did not expressly address the applicability of the fiduciary [shield] doctrine in situations in which an individual defendant has committed a tort in Maryland. However, the suit at issue included claims for defamation and intentional interference with contractual arrangements.

The court noted that plaintiffs claimed three bases for personal jurisdiction over the individual defendant, including Md. Ann.Code Cts. & Jud. Proc. § 6-103(b)(3), which provides for personal jurisdiction over any person who “causes tortious injury in the state by an act or omission in the state.” Referring to all three claimed bases of jurisdiction, the court held that there was no need to examine the extent of the defendant’s contacts with Maryland, since his only contacts were those as a corporate officer. If the court had believed that there was an exception to the general rule when the defendant has committed a tort, the court presumably would have so stated and then proceeded to examine the sufficiency of defendant’s contacts with Maryland under § 6-103(b)(3). In light of these developments, an individual’s acts in Maryland on behalf of his corporation 3 do not subject him to personal jurisdiction in Maryland, even when those acts are tortious.

Cawley, 544 F.Supp. at 136 . The United State Court of Appeals for the Fourth Circuit, in an appeal from the United States District Court for the District of South Carolina, discussed the fiduciary shield doctrine at length. See Columbia Briargate Co. v. First National Bank in Dallas, 713 F.2d 1052 (4th Cir.1983). The suit was one for intentional misrepresentation in connection with a contract of sale against a nonresident corporation and one of ³⁸³ its officers.

The officer negotiated the sale while physically present in the forum state. The Fourth Circuit observed that the controlling law in the case before it was that of South Carolina. Id. at 1054 . Under the law of that jurisdiction, an agent’s liability for his own tortious acts was unaffected by the fact that he acted in a representative capacity.

The individual defendants did not question the South Carolina rule with respect to substantive liability, but argued that they were not subject to jurisdiction under the fiduciary shield doctrine because they acted on behalf of a corporation. Id. at 1055 . The Fourth Circuit, acknowledging that decisions were not uniform with respect to the basis of the doctrine, pointed out that some courts have declared the doctrine to be one of state law, e.g., Marine Midland Bank, 664 F.2d at 902 n. 3, and other courts have declared it to be a constitutional principle based on due process, e.g., Weller v. Cromwell Oil Co., 504 F.2d 927, 929 (6th Cir.1974). The Fourth Circuit concluded: We find the rationale enunciated in Marine Midland, irrespective of its merits as a justification for an equitable doctrine to be applied by a state in the construction of its own statute, plainly insufficient to support a decision that jurisdiction over a non-resident corporate agent who has in his fiduciary capacity committed a tort in a forum state may not be acquired under the forum long-arm statute which is as broad as due process itself solely on constitutional due process grounds.

That is not to say that the amenability of a nonresident corporate agent to long-arm service is always the same as his corporate employer. There are situations where the corporation may be amenable and the agent is not under sound due process reasoning. The circumstances under which the corporation may be amenable and the agent not are accurately illustrated in the decision of the court in Idaho Potato Com’n v. Washington Potato Com’n, 410 F.Supp. 171, 182 (D.Idaho 1976). In Idaho Potato, the court distinguished between the situation where the nonresident agent had come into the forum state and committed there the alleged tort and that ³⁸⁴ where the nonresident agent had never been in the state and had no causal connection within the state with the alleged tort.

In the first situation, it would find clear amenability to jurisdiction under the forum’s long-arm statute .... On the other hand, it would deny amenability to jurisdiction over an agent whose activities occurred without the forum state, though those activities may have had an effect in the forum state. It is interesting that this rule on the scope of the fiduciary shield doctrine, as developed in Idaho Potato, would be consistent with most of the decisions in which the doctrine has been invoked as well as with those decisions which proceeded strictly along lines of constitutional analysis without reference to the fiduciary shield doctrine. Columbia Briargate, 713 F.2d at 1060-61 .

Observing that the South Carolina long-arm statute had been interpreted to extend the amenability of a nonresident to jurisdiction to the extent allowed by due process, see id. at 1057 , the Court concluded: After canvassing the reasoning of the various courts which have sought to provide a reasoned analysis of the question, we are persuaded that when a non-resident corporate agent is sued for a tort committed by him in his corporate capacity in the forum state in which service is made upon him