outlined in Club Assistance Program, Inc. v. Zuckerman,
594 F. Supp. 341), their motion is denied.
First, the fact that the guaranty in O'Hare International
Bank v. Hampton, 437 F.2d 1173 (7th Cir. 1971) contained its
own stipulation for applicability of Illinois law, while the
guaranty here rather guaranteed obligations under a contract
that contained a like stipulation, is a distinction without a
difference. There is a tendency in these long-arm cases to
announce the end result of personal jurisdiction vel non as a
substitute for reasoning. And as the remaining discussion will
reflect, reasoning supports jurisdiction here.
Second, reliance on the place of "execution" of the guaranty
— where the last pen was put to paper — employs the same kind
of wooden and artificial recital of facts as a substitute for
analysis. Again the issue should be decided in terms of the
meaningful relationships (or lack of relationships) of the
guarantors with Illinois.
When this Court ruled initially, it was of course well aware
of its colleague Judge Hart's thoughtful decision in
Northern Trust Company v. Dillon, 558 F. Supp. 1118 (N.D.Ill.
1983), including his reliance on Telco Leasing v. Marshall
County Hospital, 586 F.2d 49 (7th Cir. 1978). But the relevant
contrasts between those cases and this one are dramatic. Most
significantly, in Northern Trust the guaranty by the
non-resident was of a contract (an equipment lease of a
computer system), and in Telco the defendant Hospital had
signed a contract (a lease of medical equipment), each to be
performed wholly outside Illinois. In each case the only way
Illinois even arguably stood to be affected was by a potential
economic impact on the Illinois lessor company in case of
nonpayment of the principal obligation.*fn2 In this case,
though, the guaranty was of performance of a wholly Illinois
contract — construction of a multi-million dollar permanent
structure in this state.*fn3 Little wonder Illinois law was
chosen by the parties to be applicable.
Just last week this Court had occasion to essay
reconciliation of the welter of Illinois cases in this area of
law. Club Assistance Program, Inc. v. Zuckerman, (1984)
594 F. Supp. 341. Club Assistance found the common thread of reason
that runs through the decisions is whether the conduct of the
party now challenging personal jurisdiction had been intended
to affect interests in Illinois (in which case jurisdiction
would lie) or not (in which case it would not).
Here Figley and Wright executed a personal guaranty as a
specific inducement to the other contracting party to award
Figley's and Wright's own corporation a major contract
(construction of a $4 million roller coaster), to be carried
out entirely in this state. As the corporate shareholders,
directors and officers, Figley and Wright stood to derive the
entire benefit of that bargain — the large fee for services in
construction of the project. It would be difficult to
characterize their conduct otherwise than as directly intended
to affect Illinois rights — or to repeat the conclusory phrase
that permeates O'Hare and so many of the other decisions in
this field, their own action to obtain the Illinois contract
for their corporation (a contract governed by Illinois
law) was "conduct by which [they] may be said to have invoked
the benefits and protections of the law of the forum." In the
equally familiar language of World Wide Volkswagen Corp. v.
Woodson, 444 U.S. 286, 297, 100 S.Ct. 559, 567, 62 L.Ed.2d 490
(1980) Figley and Wright surely could "reasonably anticipate
being haled into court" here if their corporation breached —
necessarily in Illinois, for its performance took place only
here — the obligation they had guaranteed.*fn4
Figley's and Wright's motion for reconsideration is denied.
They still remain in the case.