in excess of those represented by the Georgia judgment. The facts regarding the Georgia judgment being undisputed, the motion appears ripe for summary judgment.
FACTS NOT IN DISPUTE
The parties agree that plaintiff Franklin's is a Georgia corporation authorized by the Illinois Secretary of State to sell franchises to Illinois residents in 1988 when Mr. Infanti bought his franchise. Mr. Infanti, who has been at all relevant times a resident of Illinois, sought and received by mail information about the franchise opportunities Franklin's offered, and traveled to Georgia twice, in March and April of 1988, first to investigate, and then to enter into a franchise contract. In connection with the signing of the contract, "the amount and timetable for payment of franchise fees were discussed." Mr. Infanti remained in Georgia for several days to receive training at Franklin's corporate headquarters prior to beginning the operation of his franchise.
Apart from these initial visits to Georgia, Mr. Infanti has never traveled to or conducted business there, has not owned any real or personal property, nor maintained an office, telephone number or business address in Georgia. His offices, customers and suppliers are all in Illinois, his employees are all residents of Illinois, all his sales and payroll taxes have been rendered to the State of Illinois, and apart from sending royalty payments to corporate headquarters, Mr. Infanti has not had any other business contacts within the state of Georgia. After execution of the franchise agreement, all face-to-face meetings between Mr. Infanti and Franklin's have occurred outside of Georgia, and eight of these have occurred in Chicago, Illinois.
After being served with the Georgia complaint in September, 1993, Mr. Infanti belatedly entered a limited appearance, contesting the jurisdiction of the State Court of Fulton County, Georgia on November 29, 1993. Mr. Infanti having failed to timely appear before the Georgia Court, a default judgment was entered in favor of Franklin's Systems on March 9, 1994. (Exh. B, Def. Memo Opposing Summary Judgment).
Summary Judgement is appropriate under Federal Rule 56(c) when there remains no genuine issue of material fact upon which a reasonable jury could find in favor of the non-moving party, or where the moving party is entitled to judgment as a matter of law. "One of the principle purposes of the summary judgment rule is to isolate and dispose of factually unsupported claims or defenses . . . ." Celotex Corp. v. Catrett, 477 U.S. 317, 323-24, 106 S. Ct. 2548, 2553-55, 91 L. Ed. 2d 265 (1986). Thus, although the moving party is responsible for demonstrating to the Court that there is no genuine issue of material fact, the non-moving party must go beyond the face of the pleadings, affidavits, depositions, answers to interrogatories and admissions on file to demonstrate through specific evidence that a material issue remains upon which a rational jury could return a verdict in the non-moving party's favor. Id.,; Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 254-55, 106 S. Ct. 2505, 2513-14, 91 L. Ed. 2d 202 (1986); Matsushita Elec. Industrial Co. v. Zenith Radio Corp., 475 U.S. 574, 586-87, 106 S. Ct. 1348, 1355-56, 89 L. Ed. 2d 538 (1986). Consequently, the inquiry on summary judgment is whether the evidence presents a sufficient disagreement to require submission to a jury, or whether the evidence is so one-sided that one party must prevail as a matter of law. Anderson, 477 U.S. at 251-52. Disputed facts are material when they might affect the outcome of the suit. First Ind. Bank v. Baker, 957 F.2d 506, 507-08 (7th Cir. 1992). A metaphysical doubt will not suffice. Matsushita, 477 U.S. at 247-48; Beraha v. Baxter Health Care Corp., 956 F.2d 1436, 1440 (7th Cir. 1992). If the evidence is merely colorable, or is not significantly probative, or is no more than a scintilla, summary judgment may be granted. Matsushita at 249-250.
Under 28 U.S.C. 1738, federal courts must give full faith and credit to the final judgments of state courts. That obligation is subject, however, to an important caveat: "before a court is bound by the judgment rendered in another state, it may inquire into the jurisdictional basis of the foreign court's decree. If that court did not have jurisdiction over the subject matter and the relevant parties, full faith and credit need not be given." Underwriters National Assurance Co. v. North Carolina Life & Accident & Health Guaranty Ass'n., 455 U.S. 691, 705, 102 S. Ct. 1357, 1366, 71 L. Ed. 2d 558 (1982). This requires the Court to undertake a two-tier analysis, under which it first examines whether the Georgia court had jurisdiction, thus entitling it to full faith and credit, and second determines how much credit the judgment is entitled to receive. The judgment must be given "the same credit, validity, and effect . . . which it had in the state where it was pronounced." Fehlhaber v. Fehlhaber, 681 F.2d 1015, 1020 (5th Cir. 1982), cert. denied, 464 U.S. 818, 104 S. Ct. 79, 78 L. Ed. 2d 90 (1983); Krison v. Nehls, 767 F.2d 344 (7th Cir. 1985); 28 U.S.C. 1738. In order to obtain jurisdiction over Mr. Infanti, the Georgia court must have met both the requirements of Georgia law and the U.S. Constitution.
Franklin's offers two theories upon which the Georgia Court exercised jurisdiction over Mr. Infanti. The first is paragraph 13.07 of the Franchise agreement, under which the parties consent to venue and jurisdiction in the Georgia courts for resolution of disputes arising under the franchise agreement. (Exh. A. Affidavit of Hal Collins). The second is Georgia's long-arm statute, which subjects non-residents to the jurisdiction of Georgia courts if they conduct significant contacts with the state of Georgia. These theories will be examined in turn.
THE FRANCHISE AGREEMENT
Franklin's first argues that the Georgia courts had jurisdiction over Mr. Infanti by virtue of paragraph 13.07 of the Franchise agreement, which reads:
This agreement shall be deemed to have been made in the State of Georgia and shall be construed according to the laws of the State of Georgia. Franchisee irrevocably consents to the jurisdiction and venue of any Court of general jurisdiction in any state or federal court in Atlanta, Fulton County, Georgia or the county in which Company has its principal place of business with respect to any proceedings arising out of or in any way connected with this agreement.
Generally, an express choice of law provision in a contract will be given effect, subject to certain limitations. Flynn Beverage Inc., v. Joseph E. Seagram & Sons, Inc., 815 F. Supp. 1174 (C.D. Ill. 1993); Hengel, Inc. v. Hot ' N Now, Inc., 825 F. Supp. 1311 (N.D. Ill. 1993). The primary limitations involve considerations of public policy and the relationship among the chosen forum, the parties, and the transaction. Flynn Beverage, supra, citing Potomac Leasing Co. v. Chuck's Pub, Inc., 156 Ill. App. 3d 755, 509 N.E.2d 751, 753, 109 Ill. Dec. 90, 92 (1987); Hengel at 1314. Defendant argues that this paragraph was not effective in establishing jurisdiction over him by reason of the operation of the Illinois Franchise Disclosure Act, which provides, in pertinent part, that:
any provision in a franchise agreement which designates jurisdiction or venue in a forum outside of this state is void with respect to any cause of action which otherwise is enforceable in this State . . . .