Eclipse Liquidity, Inc. v. Geden Holdings Limited ( 2018 )

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NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37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
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* Former Justice specially assigned to the Superior Court.
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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
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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
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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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