Opposition Brief — Williams Controls Controls, Inc. v. Cuesta (No. 09-81)
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In The OFFICE OF THE (11.7; K
Supreme Court of the Anited States
4
WILLIAMS CONTROLS, INC.,
Petitioner,
Vv.
BRAULIO M. CUESTA and ERIC L. GOLDEN,
Individually and on Behalf of
All Others Similarly Situated,
Respondents.
o
On Petition For A Writ Of Certiorari
To The Supreme Court
Of The State Of Oklahoma
+
BRIEF IN OPPOSITION TO
PETITION FORA WRIT OF CERTIORARI
@
MICHAEL BURRAGE GRANT J. HARVEY
DAVID BURRAGE ANDREW L. PICKENS
BURRAGE LAW FIRM Counsel of Record
First United Center, MARK A. GIUGLIANO
Suite 100 GIBBS & BRUNS, LLP
115 North Washington 1100 Louisiana, Suite 5300
Durant, OK 74720 Houston, TX 77002
(580) 920-0700 (713) 650-8805
TrRoY L. GREENE JOHN E. DOWDELL
GREENE LAW FIRM, P.C. WILLIAM W. O’CONNER
1415 Louisiana, Suite 3200 NORMAN WOHLGEMUTH
Houston, TX 77002 CHANDLER & DOWDELL
(713) 547-0500 2900 Mid-Continental Tower
401 South Boston Avenue
Tulsa, OK 74103
(918) 583-7571
Counsel for Respondents
COCKLE LAW BRIEF PRINTING CO (800) 225-6964
OR CALL COLLECT (402) 342-2831
QUESTIONS PRESENTED
(1) Whether this Court has jurisdiction to
review a non-final, interlocutory ruling issued by the
Oklahoma Supreme Court affirming, in part, a state
district court’s class certification order.
(2) Whether the Oklahoma Supreme Court
violated the Due Process or Full Faith and Credit
Clauses of the U.S. Constitution when it affirmed the
state district court’s application of Michigan law in a
class action certification proceeding after concluding,
based u;on a thorough review of the factual record,
that WI’s Michigan contacts were “numerous and
significant” such that the application of Michigan law
was neither arbitrary nor fundamentally unfair.
ii
PARTIES TO THE PROCEEDINGS BELOW
Respondent and Appellant-Class Representative
in the Oklahoma Supreme Court, Dr. Braulio M.
Cuesta, an individual residing in Bryan County,
Oklahoma;
Respondent and Appellant-Class Representative
in the Oklahoma Supreme Court, Mr. Eric L. Golden,
an individual residing in Tulsa County, Oklahoma;
Petitioner and Appellee-Defendant in the Okla-
homa Supreme Court, Williams Controls, Inc. (“WCI”
or “Williams”), a Delaware Corporation with its prin-
cipal place of business in Portland, Oregon and its
“Corporate Office — Michigan” located at 701 Orchard
Lake Road, Suite 424, West Bloomfield, Michigan
48322: and
Appellee-Defendant in the Oklahoma Supreme
Court, Ford Motor Company (“Ford”), a Delaware
Corporation with its principal place of business in
Dearborn, Michigan and “Quality, Manufacturing aad
Purchasing Operations” located at 17101 Rotunda
Drive, Dearborn, Michigan 48121.
iil
TABLE OF CONTENTS
Page
QUESTIONS PRESENTED ....................ccccsecssceees i
PARTIES TO THE PROCEEDINGS BELOW ...... ii
I Oe I visu cvnscccvccosessccesercocseccveosee ili
I PAF I gos ccovnvacnesrerserscceacceeenss vi
STATEMENT OF BASIS FOR JURISDICTION .. 1
CONSTITUTIONAL PROVISIONS AND STAT-
Ce nce 1 seveccenavocevesececeacerceose 1
Be Ee MP Bs Cie cc cccccccccsccsescccesescccees 2
a eee 2
Il. The State District Court’s Certification
a a oivigadaue 6
III. Oklahoma Appellate Proceedings ............... 8
SUMMARY OF ARGUMENT. ......................0ccecceeee 10
a cada psénbewnsalion 12
I. This Court Does Not Possess Jurisdiction
to Review the Oklahoma Supreme Court’s
Non-Final, Interlocutory Class Certifica-
tion Order........... tel! eS EAEY SS a No pe ee EAN 12
A. Under Title 28, Section 1257(a), WCI’s
Petition for Certiorari Cannot Be
Granted Because No Final Judgment
a iicsccsdcehishasesicdonetuacdtanecures
IT.
ITI.
lv
TABLE OF CONTENTS - Continued
Page
B. While There Are a Few Limited Cir-
cumstances in Which the Finality Re-
quirements Set Forth in Section
1257(a) May be Relaxed, None Are
Pe BIOTIC on cc vivnsannsvisnncocdesipoeseneeessic
C. The Potential for Piecemeal Review of
Federal Issues Raised in This Case
Further Undermines Any Contention
by WCI That This Court Possesses
Jurisdiction to Review WCI’s Petition....
Outside of Mere Error Correction, WCI
Presents No Rationale for a Grant of
CB EEBSAS ERS A LEE EAR AMEE LORE CE
A. There Is No Lower Court Split On the
GeBOTLOTIS PT OMOTIGOG aici csccseccccscerecesesesys
B. The Issues Raised Are Neither Impor-
SOE WOU SII incense ssusscecdstnevunenendnss
Oklahoma’s’ Conflict-of-Laws Princip.es
Comport Fuily with the Due Process and
the Full Faith and Credit Clauses. ..............
A. The Constitution Does Not Mandate
the Application of a Universal Set of
Conflict-of-Laws Principles...................
13
16
19
20
22
24
24
TABLE OF CONTENTS — Continued
Page
B. If the Application of a State’s Conflict-
of-Laws Principles Leads to _ the
Selection of a State’s Laws Where That
State’s Contacts with the Litigation
and the Class Plaintiffs Are Signifi-
cant, the Conflicts Analysis Fulfills the
Requirements of the Constitution ........ 26
C. As Explained by the Oklahoma Su-
preme Court in its Opinion, on this
Record, There Is a Significant Aggrega-
tion of Contacts Between Michigan and
the Class Members’ Claims, and as a
Result, the Application of Michigan
Law Complies With the Constitutional
Standard Set Forth in Shutts ............... 27
D. The Constitution Does Not Require
That in a Breach of Warranty Class
Action That the Laws of Any Par-
PRINT THOME CCORIEPOS 00. ccccccevevvvessceseeness 34
eI de Dacchnsintavenssinsectaccorsccnveapisenasumndiegabais 36
vi
TABLE OF AUTHORITIES
Page
FEDERAL CASES
Allstate Ins. Co. v. Hague, 449 U.S. 302 (1981)......... 24
BMW of N. America v. Gore, 517 U.S. 559
ha Nha led sins hacia hisny dhddv ipicebave si niesnaniedauntmnsonnws 32
Coopers & Lybrand v. Livesay, 437 U.S. 463
ola cers n nes draniekomnnendanmimeseeer eis 15, 16
Cox Broadcasting Corp. v. Cohn, 420 U.S. 469
ati ichdk chon inebidencsssveorerieveseinvvasedens 13, 14, 15, 17
Day & Zimmermann, Inc. v. Challoner, 423
i dea dbanvessmoaremeies 24
Ferguson v. Skrupa, 372 U.S. 726 (1963) ................. 25
Pint &. CORIO, 461 UB. G18 (IGEL) 0... .cccscccccssssceccocseees 7
Home Ins. Co. v. Dick, 281 U.S. 397 (1930)......... 29, 30
In re Bridgestone/Firestone, Inc. Tires Prods.
Liab. Litig., 333 F.3d 763 (7th Cir. 2003)............... 18
Jefferson v. City of Tarrant, 522 U.S. 75 (1997)........ 12
Mkt. St. Ry. Co. v. R.R. Comm’n of Cal., 324
iis Ls calnkgsiepmanednoranvind 12
Phillips Petroleum Co. v. Shutts, 472 U.S. 797
secs: ccpiokdakniiateesseiiinaeusepiisishien passim
Randle v. Spectran, 129 F.R.D. 386 (D. Mass.
ee cies scene neds svenspabeiunsacueesanseindeecsens 8
State Farm Mut. Auto. Ins. Co. v. Campbell,
Se IID, ss onccousrsccvecsiscnsseseivanebaeassdasereeus 32
Wells v. Simonds Abrasive Co., 345 U.S. 514
Ra. os odgacscavecsensionuanenteunedente 25
vii
TABLE OF AUTHORITIES — Continued
Page
STATE CASES
Compaq Computer Corp. v. Lapray, 135 S.W.3d
ae BIER ace knaii devas gnacvniasnaivesusihanmsebeladanenhiss 21
Dragon v. Vanguard Indus., Inc., 89 P.3d 908
Se BE hasicienhsccssscersdunscdycntotncgnnesocesvaidiasnaiees 20, 21
Lobo Exploration Co. v. Amoco Prod. Co., 991
P.2d 1048 (Okla. Civ. App. 1999) ............ eee eee 13
Ysbrand v. DaimlerChrysler Corp., 81 P.3d 618
PR is casléscradndGelesstncevtanvacassssjcbcnnecrendensevas 22, 29
CONSTITUTIONAL PROVISIONS
RFs EPs ES HEE, © ED kc suisvoccsasecsvocnenctecserssacs 1,10
es Mr: SE AEE I OE cic sccnny easncchovinanmiencnniiodeccatecbans 1, 10
FEDERAL STATUTES
ee NI: BP I Sek ccaricsatvsiodusan sevdedanptsccssvensekaaevadl passim
ge ces ae ee Rees rem ate antca 17
Class Action Fairness Act of 2005, Pub. L. No.
109-2, 119 Stat. 4 (2005) (codified at 28
Sad Tl II os cas Dal cvaueciascdpeosest ies ieceseeseeuoeseoaies 23
STATE STATUTES
COREA BI BIR BO Bree Ce i vicvnscasckcdaxedecscesccctsces 13
Oklahoma Comprehensive Lawsuit Reform Act
of 2009, 2009 Okla. Sess. Law Serv. Ch. 228,
HIB 1603, sec. 16, § 2023(D)(3) (West)...........0.0000... 23
Vili
TABLE OF AUTHORITIES — Continued
OTHER AUTHORITIES
Ek EER SE Re et POC Rape roar be Se ee EOD 15
RESTATEMENT (SECOND) OF CONFLICT OF LAWS
ee a I 2 EB os cc ssn avauaw aves nsdeuceneuvceevertenssen 27
1
STATEMENT OF BASIS FOR JURISDICTION
In its Petition for a Writ of Certiorari (“Petition”),
Petitioner WCI requests that this Court reverse an
interlocutory decision issued on April 21, 2009 by the
Oklahoma Supreme Court affirming, in part, the
Oklahoma district court’s decision to certify a class.
Because the Oklahoma Supreme Court has not
rendered a final judgment, this Court does not have
jurisdiction to review WCI’s Petition under 28 U.S.C.
§ 1257(a).
¢
CONSTITUTIONAL PROVISIONS
AND STATUTES INVOLVED
The Full Faith and Credit Clause, U.S. Const.
art. IV, § 1, provides, in pertinent part:
Full Faith and Credit shall be given in each
State to the Public acts, Records, and Judi-
cial Proceedings of every other State.
The Due Process Clause of the Fourteenth
Amendment, U.S. Const. amend. XIV, § 1, provides:
Nor shall any State deprive any person of
life, liberty, or property, without due process
of law.
28 U.S.C. § 1257(a) provides, in pertinent part:
Final judgments or decrees rendered by the
highest court of a State in which a decision
could be had, may be reviewed by the
Supreme Court by writ of certiorari where
2
... any title, right, privilege, or immunity is
specially set up or claimed under the
Constitution ... of... the United States.
*
STATEMENT OF THE CASE
I. Factual Background
Class Representatives Dr. Braulio M. Cuesta and
Mr. Eric L. Golden filed this action on behalf of
themselves and approximately 500,000 other pur-
chasers and/or owners of certain Ford vehicles that
were equipped with defective accelerator pedals
designed and manufactured by Petitioner WCI. In all
three of the pedal models involved in this action, a
gap exists between the mounting bracket and the
vehicle floor. As a result, when foreseeable levels of
heavy pressure are applied to the pedal, the pedal
structure twists and bends, which causes the pedal’s
electronic signal to go out of range. Thus, when a
driver presses with heavy force on the pedal —
expecting the vehicle to accelerate — the pedal instead
malfunctions and shifts the vehicle to idle.
Petitioner WCI is an automobile component parts
manufacturer.’ During the relevant time period, WCI
' Without citing any evidence, WCI asserts that it is a
“holding company” which “does not design, manufacture, market
or sell any product.” Pet. at 3. WCI made this same assertion in
a motion to dismiss in the state district court. See WCI Mot. to
Dismiss of 11/15/04 at 1-3. The Class Representatives responded
by, among other things, pointing out that WCI admitted the
(Continued on following page)
3
maintained offices in Michigan and engaged in
business in the state of Michigan by entering into an
accelerator pedal supply contract with Ford Motor
Company, a Michigan-based automobile manufac-
turer whose contracting, purchasing, engineering,
and design groups were all based in Michigan.* The
negotiations between WCI and Ford regarding the
pedal supply contract were embodied in written
communications sent between WCI’s Michigan office
and Ford’s Michigan office.’ Numerous decisions
regarding the design, manufacture, and distribution
of the pedals were made by WCI in Michigan, and the
defective pedals were manufactured according to
engineering specifications that emanated from Ford’s
engineers in Michigan.‘
following in a death case arising from one of the defective WCI
accelerators at issue here:
4.10. Williams Controls, Inc. admits that it designed,
manufactured, tested, marketed and distributed accel-
erator pedals to Ford Motor Company, including the
accelerator pedal with Part Number 1C34-9F836-BA
for use in Ford F-250 vehicles. .. .
Pls.’ Resp. to WCI Mot. to Dismiss of 12/3/04 at 4 (emphasis
added). Part 1C34-9F836-BA is one of the three pedals at issue
in this class action. See, e.g., App. for Evid. in Further Support
of Pls.’ Resp. of 2/14/05 at 3. The District Court denied WCI’s
motion to dismiss. See Order of 5/27/05.
* Pls.’ Mot. for Class Cert. of 12/19/05, Ex. A9.
* Id., Ex. AB.
* Id., Ex. A10-A11.
4
The pedals WCI ultimately manufactured, how-
ever, failed to meet Ford’s engineering specifications.
To ensure compliance with its specifications, Ford
required that a test sample of WCI’s production-ready
pedal assemblies pass a battery of Production
Validation tests, including several Overload Sub-
Tests.’ With respect to each Overload Sub-Test, Ford’s
specifications required a 100% pass rate.° The pedals
did not meet this standard, and with respect to one
sub-test in particular, 100% of the pedals failed.’
Despite these failings, WCI and Ford moved forward
with the manufacture and installation of the pedals.
Almost immediately after the trucks containing
the defective pedals “hit the road,” Ford warranty
data showed that drivers began complaining that
their trucks failed to accelerate when the drivers
pressed on the accelerators." Ford’s own employees
also reported this exact problem in their own vehi-
cles. Ford employee Jeff Baer advised Ford engineers
* See PCR, Ex. 2, Ford Eng’g Spec. of 6/20/00 at 7303-05;
id., Ex. 3, Conrad Dep. of 6/23/05 at 209, 230-32; id., Ex. 5, West
Dep. of 6/22/05 at 96, 102-03, 109-11. “PCR” refers to Plaintiffs’
Consolidated Reply to Ford’s and WCI’s Responses to Plaintiffs’
Motion for Class Certification of 8/18/06.
* PCR, Ex. 2, Ford Eng’g Spec. of 6/20/00 at 7294.
” See, e.g., PCR, Exs. 11, 14-15, PV Overload Sub-Tests &
Graphs; id., Ex. 5, West Dep. of 6/22/05 at 144, 146-47; id., Ex.
12, West Dep. of 2/24/04 at 78; id., Ex. 13, Kromberg Dep. of
8/10/06 at 30-31.
" See PCR, Ex. 22, Klein email of 10/25/01.
5
in January 2002 that when he pressed the BA pedal
in his own Ford “Super Duty” truck down quickly, the
“check engine” light came on and the engine reverted
to idle rather than accelerating.’ Baer candidly noted,
“(T]Jhis is a condition that I would think we probably
don’t want to exist in the field.” Ford engineer Greg
West ultimately identified the gap created by the
defectively designed pedal mounting bracket as the
cause of torsion in the pedal when overloaded.”
The dangers posed by the defective pedals are not
trivial. In June 2002, a defective pedal caused a fatal
accident. As a Ford truck turned left through an
intersection and the driver pressed down on the
defective accelerator, the truck reverted to idle and
stalled. An oncoming van collided head-on with the
stalled truck, killing the van’s driver and seriously
injuring the passengers.” Ford technicians later
determined that the pedal voltage had gone out of
range, such that the truck would “only idle[]” in the
dealership’s parking lot when the accelerator pedal
was depressed.”
° See PCR, Ex. 24, Baer Email of 1/8/02.
'° PCR, Ex. 25, Baer Email of 1/9/02; see also id., Ex. 5,
West Dep. of 6/22/05 at 89-90.
'' PCR, Ex. 48, Trip Summ. of 1/9/03; see also id., Ex. 47,
WCI 8-D of 1/16/03 (rev. 1/23/03).
'* Pls.’ Mot. for Class Cert. of 12/19/05, Ex. A3 at 9.
‘> See PCR, Ex. 31, McGilvray Invoice of 1/20/03.
6
In 2003, after receiving numerous complaints,
the National Highway Traffic Safety Administration
(“NHTSA”) launched an investigation into the pedal
assemblies. After conducting its own Overload Tests on
the pedals, NHTSA confirmed that they malfunctioned
and failed to meet Ford’s own engineering speci-
fications. Citing limited agency resources, however,
NHTSA did not pursue the investigation. This came as
no surprise to WCI personnel, who had described
NHTSA in unflattering terms, noting that while
NHTSA “has the legal power to order a recall, matters
seldom evolve to this level now with NHTSA, given the
politics ....”* In any event, NHTSA stated that its
decision to close the investigation did not constitute a
finding that a safety-related defect did not exist.”
To date, WCI and Ford have done nothing to
remedy this dangerous defect. Plaintiffs filed the
present suit on September 23, 2004 and moved for
class certification on December 19, 2005."°
II. The State District Court’s Certification
Order
In determining whether to certify this case as a
class action, the state district court undertook a fact-
specific choice-of-law analysis and determined that
“ PCR, Ex. 62, Borda email of 9/11/03.
* Pls.’ Mot. for Class Cert. of 12/19/05, Ex. A3 at 10.
'* Id., Ex. D, West Dep. of 2/24/04 at 86.
7
Michigan law had the most significant relationship to
Plaintiffs’ breach of warranty claims. Pet. App. 29a-
30a. The state district court cited numerous examples
of WCI’s contacts with Michigan. The court noted that
both Ford and WCI made decisions. in Michigan
concerning the design, manufacture, and distribution
of the defective pedal assembly. Jd. at 29a. In
addition, the court noted that “WCI met with Ford in
Michigan several times to pitch its fixed pedals,
designed its pedals to Ford’s Michigan standards, and
from its Michigan office, WCI negotiated the pedal
contract and corresponded with Ford regarding the
pedal specification and performance goals.” Jd. at 30a
The state district court held that, under these facts,
Michigan law applied to Plaintiffs’ claims. Id.
WCI is incorrect when it states that the district
court failed to address the constitutional arguments
it raised in opposing the motion for class certification.
Immediately after finding that Michigan law applied
to Plaintiffs’ claims, the state district court measured
its choice-of-law determination against the due proc-
ess standard enunciated in Phillips Petroleum Co. v.
Shutts, 472 U.S. 797 (1985), and stated that “federal
law likewise supports the application of Michigan law
to WCI, despite that it is headquartered in another
state” because the “aggregation of meaningful con-
tacts clearly points to applying Michigan law.” Pet.
8
App. 30a."’ Because WCI willingly engaged in sub-
stantial business in Michigan and that business gave
rise to the claims in the lawsuit, the court held that
Michigan law fairly applied to WCI. Id.
Ill. Oklahoma Appellate Proceedings
WCI and Ford appealed the class certification
order by filing a merits brief with the Oklahoma
Supreme Court. The court assigned the appeal to the
Oklahoma Court of Civil Appeals (COCA), which
reversed the district court order and decertified the
class. Pet. App. 37a-67a.
Plaintiffs then filed a Petition for Writ of Certio-
rari in the Oklahoma Supreme Court. After con-
sidering the extensive briefing on file from each side,
the Oklahoma Supreme Court granted Plaintiffs’
petition and reversed the COCA. Pet. App. 69a-91a.
The Oklahoma Supreme Court explained that,
under existing Oklahoma law, the Restatement (Sec-
ond) of Conflicts “most significant relationship test”
was the proper choice of law inquiry for breach of
warranty claims. Pet. App. 78a. The court reviewed
the record and the trial court’s fact-specific analysis
and concluded that WCI’s contacts with Michigan
were “numerous and significant.” Jd. at 8la. The
* While the state district court did not explicitly mention
Shutts in conducting this constitutional analysis, it cited Randle
v. Spectran, 129 F.R.D. 386, 393 (D. Mass. 1988), a case that
applied Shutts to analogous facts.
9
Oklahoma Supreme Court noted, for instance, that
“WCI contracted with Ford in Michigan and produced
the pedals as a supplier for trucks manufactured by
Ford.” Id. In addition, the engineering specifications
from which Williams was to design the pedals
emanated from Ford’s engineers in Michigan. Jd.
Moreover, the court found that both Ford and
Williams understood that Ford’s requirements and
specifications would govern the business relationship
and that Ford, through its Michigan offices, would
direct the activities between the parties. Jd. On this
record, the court determined that Michigan had the
most significant relationship to Plaintiffs’ breach of
warranty claims against WCI.
In addition, the Oklahoma Supreme Court con-
cluded that Oklahoma conflict-of-laws principles and
the state district court’s application of them to the
facts of this case met the constitutional standards set
forth in Shutts. The court determined that WCI had
the requisite “significant ‘aggregation of contacts’”
with Michigan; thus, the application of Michigan law
to the breach of warranty claims was constitutional.
Pet. App. 83a.
WCIL now seeks review in this Court.
¢
10
SUMMARY OF ARGUMENT
The order from which WCI seeks review on
certiorari is not a final judgment, and as a result, this
Court lacks jurisdiction urder 28 U.S.C. § 1257(a) to
consider WCI’s Petition. Furthermore, while this case
is important to the litigants, it is devoid of any
meaningful jurisprudential significance. There is no
split of authority with regard to the constitutionality
of the Oklahoma conflict-of-laws principles: no state
or federal court has concluded that the Oklahoma
conflict-of-laws principles applied here violate either
the Due Process or Full Faith and Credit Clauses of
the U.S. Constitution.
WCI points out that other courts in different
states employing different conflict-of-laws principles
might well have arrived at a different answer
regarding which state’s (or states’) laws should gov-
ern in a similar type of case. That is not surprising —
to the contrary it is expected — since each state is free
to adopt its own body of law regarding conflict of
laws. It certainly does not raise a constitutional issue,
let alone one worthy of consideration on certiorari.
The constitutional limitations applicable to
conflict-of-laws principles are very narrow. So long as
the state whose laws are selected has a significant
aggregation of contacts to the class plaintiffs and
their claims, the selection passes muster under the
Constitution. See Shutts, 472 U.S. at 821-22. And that
was certainly the case here.
11
The Oklahoma Supreme Court reviewed carefully
the extensive factual record developed at the under-
lying class certification hearing and concluded that
the trial court did not err in applying Michigan law
based upon the applicable Oklahoma conflict-of-laws
principles. The court specifically held that “for pur-
poses of Plaintiffs’ breach of warranty claims ... the
law of Michigan, the state of Ford’s principal place of
business as manufacturer which controlled the speci-
fications, requirements and testing for the pedals, has
a greater ‘intensity of interest’ than any other state
involved.” Pet. App. 83a. And it further noted that “in
light of the nature and extent of Williams’ contacts
with Ford in Michigan,” the trial court’s determina-
tion that Michigan has a significant aggregation of
contacts was “neither arbitrary nor fundamentally
unfair.” Id.
The Oklahoma Supreme Court’s determination
that the state district court performed the correct
conflict-of-laws analysis clearly meets the constitu-
tional requirements set forth in Shutts. There simply
is no jurisdictional or merits basis on which to grant
WCTI’s Petition.
12
ARGUMENT
I. This Court Does Not Possess Jurisdiction
to Review the Oklahoma Supreme Court’s
Non-Final, Interlocutory Class Certifica-
tion Order.
A. Under Title 28, Section 1257(a), WCI’s
Petition for Certiorari Cannot Be
Granted Because No Final Judgment
Has Issued.
28 U.S.C. § 1257(a) provides:
(a) Final judgments ... rendered by
the highest court of a State in which a
decision could be had, may be reviewed by
the Supreme Court by writ of certiorari...
where any... right ...is... claimed under
the Constitution ....
Id.
Section 1257(a) “establishes a firm final judg-
ment rule.” Jefferson v. City of Tarrant, 522 U.S. 75,
81 (1997). To be reviewable by the Supreme Court, “a
state-court judgment must be final ‘in two senses: it
must be subject to no further review or correction in
any other state tribunal; it must also be final as an
effectie determination of the litigation and not of
merely interlocutory or intermediate steps therein.’”
Id. (xuoting Mkt. St. Ry. Co. v. R.R. Comm’n of Cal.,
324 U.S. 548, 551 (1945)).
No final judgment exists here. Discovery has not
been completed, experts have not been deposed, and
the trial has not yet been scheduled. The state
13
district court’s order certifying the class, which the
Oklahoma Supreme Court affirmed, is conditional
and subject to correction or amendment by the state
district court until final judgment is entered. The
state district court expressly stated that its order
certifying the class was “conditional and may be
reconsidered if class treatment proves improvident.”
Mem. Op. of 3/1/07 at 36; cf OKLA. STAT. tit. 12
§ 2023(C\(1) (1993) (Oklahoma class action rule noting
that an order certifying a class “may be conditional, and
may be altered or amended before the decision on the
merits”); Lobo Exploration Co. v. Amoco Prod. Co., 991
P.2d 1048, 1050 (Okla. Civ. App. 1999) (certification
order “always subject to modification prior to
judgment on the merits.”). As no final judgment has
been entered, this Court is without jurisdiction to
review the issues raised by WCI in its Petition.
B. While There Are a Few Limited Cir-
cumstances in Which the _ Finality
Requirements Set Forth in Section
1257(a) May be Relaxed, None Are
Applicable Here.
In Cox Broadcasting Corp. v. Cohn, 420 U.S. 469,
482-83 (1975), this Court described four scenarios in
which Section 1257’s finality requirements are
relaxed. None apply here. Indeed, the only one even
arguably applicable is the fourth.”
“ The first scenario is raised when the state’s highest
court’s ruling with respect to the federal issue “is conclusive”
(Continued on following page)
14
The fourth scenario is implicated when the
federal issue has been “finally decided” by the highest
state court, but there are “further proceedings pend-
ing” in which the party that was on the losing side of
the federal issue might still prevail on nonfederal
grounds thereby “rendering unnecessary review of
such that “the outcome of further proceedings [is] preordained.”
Id. at 479. In Cox, this Court provided as an example a situation
where the only defense to a criminal complaint filed in state
court is one based on federal constitutional grounds. If a state
supreme court rejects that defense, then the outcome in the trial
court is effectively “preordained,” and the state supreme court’s
opinion is, for all practical purposes, final. Jd. The second
scenario is where the federal issue, which is decided by the
state’s highest court, will necessarily survive and will require
decision “regardless of the outcome of future state-court
proceedings.” Id. at 480. The example offered by this Court
involved a ruling by the Nebraska Supreme Court requiring the
transfer of a federal license and a companion accounting. Re-
gardless of the outcome of the accounting, the decision requiring
the transfer of the federal license would necessarily survive the
proceedings. Jd. Under such circumstances, the state court’s
determination of the license-transfer issues can be considered
final for purposes of Section 1257. Jd. The third scenario is
where the federal claim has finally been decided, but further
proceedings in the state court will necessarily eliminate any
basis for presenting the federal claim for review. Jd. at 481. The
example provided in Cox involved a reversal by the highest state
court of a conviction on federal constitutional grounds coupled
with a remand for trial. In such a case, if the defendant obtains
an acquittal at trial, under state law, there can be no appeal. On
the other hand, if the state obtains a verdict against the
defendant, in spite of the prior reversal, the court’s earlier
opinion would be “mooted.” Jd. The net result is that the state
court’s ruling on the federal issue will never be reviewed;
accordingly, the state court’s ruling can be deemed final. See id.
None of these scenarios are applicable to the case at bar.
15
the federal issue by this Court ....” Jd. at 482. In
such a circumstance, if reversal of the state court’s
decision would be preclusive on any further litigation,
and “if a refusal immediately to review the state court
decision might seriously erode federal policy,” then
the state court determination can be deemed final. Jd.
at 482-83.
This fourth Cox scenario, like the first three, does
not apply here. Delaying review will not erode, let
alone “seriously erode,” federal policy. That very point
was made in Coopers & Lybrand v. Livesay, 437 U.S.
463 (1978). In Coopers & Lybrand, which was decided
prior to the advent of Federal Rule of Civil Procedure
23(f) (which when adopted provided for a discre-
tionary appeal of class certification rulings entered by
federal district courts), this Court held that delaying
resolution of a federal district court’s decision not to
certify a class was not appealable as a matter of
right. Of particular relevance to whether there exists
any risk of eroding federal policy by delaying an
appeal of a class certification ruling, in Coopers &
Lybrand, this Court dismissed the parties’ competing
policy arguments” as irrelevant to the question of
appealability. See id. at 470 (“Such policy arguments,
though proper for a legislative consideration, are
’* Petitioner in Coopers & Lybrand criticized the class
action as a vexatious type of litigation where certification may
constitute a “death knell” for the defense; respondents countered
that class actions served a vital public interest in facilitating
recovery on small claims. See 437 U.S. at 470.
16
irrelevant to the issue we must decide.”). In address-
ing petitioner’s argument that certification of a large
class action could amount to a “death knell” for the
defense,” this Court noted that, if such an argument
had any merit, it “would apply equally to the many
interlocutory orders in ordinary litigation — rulings on
discovery, on venue, on summary judgment — that
may have such tactical economic significance that a
defeat is tantamount to a ‘death knell’ for the entire
case.” Id. The so-called class action resolution policy
concerns that this Court rejected in Coopers & Lybrand
are analogous to any WCI could present here. Because
there is no “eroding federal policy” at issue, the
Oklahoma Supreme Court’s interlocutory ruling is not
subject to certiorari review under 28 U.S.C. § 1257(a).
C. The Potential for Piecemeal Review of
Federal Issues Raised in This Case
Further Undermines Any Contention
by WCI That This Court Possesses
Jurisdiction to Review WCI’s Petition.
This Court has also refused to deem as final state
court orders where the ongoing state court proceed-
ings could lead to multiple appellate proceedings
involving multiple federal question issues. “In most, if
not all of the cases in these categories, these addi-
tional proceedings would not require the decision of
*° Cf. Pet. at 32 (WCI complaining that with a purportedly
“pre-ordained class certification, plaintiffs’ lawyers can exert
extreme settlement leverage on multi-defendants’”).
17
other federal questions that might also require review
by the Court at a later date ....” Cox, 420 U.S. at
477-78. In Flynt v. Ohio, 451 U.S. 619 (1981), this
Court reiterated its adherence to this “no piecemeal
review” standard when making determinations of
“finality” for purposes of Section 1257 jurisdiction. 7d.
at 621 (refusing to grant certiorari because other
federal issues would be involved in the trial court pro-
ceeding).
Here, for example, both WCI and Co-Defendant
Ford asserted that the class representatives’ and
members’ claims are preempted by federal law.”
Having been raised in the action below, the issue of
conflict preemption could potentially require review
by this Court after final judgment. In addition, class
actions often raise federal due process issues
concerning both the notice and opt-out processes and
the conduct of trial. See Shutts, 472 U.S. at 811-12 (“If
the forum State wishes to bind an absent plaintiff...
it must provide minimal procedural due process
protection. The plaintiff must receive notice plus an
** See WCI Resp. to Pls.’ Mot. to Remand of 11/29/04 at 1-2
(“The doctrine of ‘conflict preemption,’ the National Traffic and
Motor Vehicle Safety Act, 49 U.S.C. § 30118 ... and the Federal
Motor Vehicle Safety Standards ... all preempt plaintiff’s state
law claims relating to the allegedly defective accelerator pedals
in these Ford vehicles.”); Ford Opp’n to Pls.’ Mot. to Remand of
11/29/04 at 8-9 (“Conflict preemption exists .... [T]he allega-
tions ... reveal that any finding of liability would necessarily
rely on an interpretation of the federal motor vehicle safety
regulations and the federal Safety Act under which those
regulations were promulgated.”).
18
opportunity to be heard and participate in the
litigation... .”).
It is important to note that these potential
federal issues would remain even if this Court were
to reverse the Oklahoma district court’s decision
affirming certification of a nationwide class. For
example, reversal of the Oklahoma Supreme Court on
the due process issue that WCI now presents would
not preclude certification of narrower classes. See,
e.g., In re Bridgestone/Firestone, Inc. Tires Prods.
Liab. Litig., 333 F.3d 763, 766 (7th Cir. 2003) (prior
decision reversing class certification “contemplated
that states would certify narrower classes”).” As this
case is presently postured, were this Court to grant
WCI’s Petition, additional federal issues could surface
at
a later time — once a bona fide final judgment is
entered.
In sum, the Oklahoma Supreme Court did not
issue the requisite final order necessary to support
jurisdiction under 28 U.S.C. § 1257(a). WCI’s Petition
must, therefore, be denied.
™ Cf. Pet. App. 85a (“The trial court can use subclasses, if
necessary ... .”). Further, even reversal of all class certifications
would not preclude litigation of the purportedly preempted
claims by the two individual plaintiffs.
19
II. Outside of Mere Error Correction, WCI
Presents No Rationale for a Grant of
Certiorari.
WCIs Petition should be denied because it has
failed to establish that the three questions allegedly
presented should be reviewed by this Court. The
Petition contains essentially no discussion of the
case’s suitability as a vehicle for this Court’s review of
the questions presented, does not establish that the
questions presented have been considered sufficiently
(or even at all) by other lower courts, and falls
woefully short of establishing any split among courts
of appeal or state supreme courts. Instead, the
Petition is dedicated nearly entirely to an appeal
asking this Court to correct what WCI perceives as
factual and legal errors allegedly made by the
Oklahoma Supreme Court. In what is perhaps an
implicit recognition of these infirmities and an
acknowledgment that this Court’s primary role is not
error correction, WCI concludes its Petition with a
two-page catch-all section that uses emotionally-
laden rhetoric to demonize plaintiffs’ lawyers and
class action lawsuits and argue that the questions
presented are “important” and “recurring” and thus
worthy of this Court’s review. These arguments are
not persuasive, and this Court should deny the
Petition.
20
A. There Is No Lower Court Split On the
Questions Presented.
WCI states that there is a “significant conflict”
between three states on the issues allegedly pre-
sented by this case. Pet. at 14. But WCI offers no
analysis to support this purported conflict; indeed,
the only other mention of this “split” comes in a single
sentence that summarily states that Oklahoma’s
position differs from that of Kansas and Texas and
lists a case from each of those state’s supreme courts.
Pet. at 13. But a short examination of those two cases
demonstrates that neither is at odds with the holding
of the case being appealed here.
In Dragon v. Vanguard Industries, Inc., 89 P.3d
908, 919 (Kan. 2004), the Kansas Supreme Court held
that a court must conduct a choice-of-law deter-
mination before making a class certification decision.
This holding reversed the lower court’s determination
that a choice-of-law determination was premature at
the certification stage. Jd. at 914. While the parties
argued to the Kansas Supreme Court regarding
which law would apply to the dispute, the court held
that “[blecause these issues were not developed in the
record before us and were not analyzed by the trial
court, we cannot determine the validity of plaintiffs’
argument or determine which state’s or states’ laws
apply in this case.” Jd. at 918. The court expressed no
opinion on whether Oklahoma’s choice-of-law meth-
odology (or any similar methodology) ran afoul of the
U.S. Constitution.
21
The only other case cited by WCI, Compag Com-
puter Corp. v. Lapray, 135 S.W.3d 657 (Tex. 2004),
likewise presents no support for WCI’s claim of a con-
flict between state courts. In Lapray, as in Dragon,
the lower court had declined to make a choice of law
determination although it had identified “the choice
of law rulings that it likely [would] make” and stated
that it “believed that it [could] properly apply Texas
law ....” Id. at 672. The Texas Supreme Court held
that the failure of the lower and appellate courts to
conduct a choice-of-law analysis was error, id. at 673,
and it remanded the case, id. at 681. The court also,
however, provided dicta “to demonstrate the inquiry
the [lower courts] failed to make.” Jd. at 673 (internal
citations and quotations omitted). After evaluating
the law of several jurisdictions, the court reviewed
the relevant contacts under the Restatement’s “most
significant relationship” test and found that, under
Texas law, “the class representatives have failed to
demonstrate [that Texas substantive law] will apply
to the claims of out-of-state class members.” Jd. at
681. To the extent that this was a holding, as opposed
to dicta, it stands for the unremarkable proposition
that, at most, the choice-of-law methodology em-
ployed by Texas might reach a different result than
the methodology used by Oklahoma. This difference
does not amount to a split on the question before the
Court: whether Oklahoma’s_ choice-of-law meth-
odology is unconstitutional. Accordingly, WCI does
not identify a single case in which a state supreme
court disagrees with the Oklahoma Supreme Court
on the questions presented in the Petition.
22
B. The Issues Raised Are Neither Im-
portant Nor Recurring.
After arguing for thirty-one pages that this Court
should grant their Petition to correct the errors
allegedly made by the Oklahoma Supreme Court,
WCI uses emotionally-laden rhetoric, without citing a
single case, to claim that the issues raised by the
petition are “important” and “recurring.” Pet. at 31-
33. This cannot overcome WCI’s failure to establish a
lower court split on the constitutionality of Okia-
homa’s choice-of-law methodology (or even that more
than one lower court has addressed the issue) or its
failure to address whether this case presents a
suitable vehicle for this Court to address the three
questions allegedly presented. More importantly,
WCI’s argument regarding the case’s alleged impor-
tance is logically inconsistent.
WCI argues that Ysbrand v. DaimlerChrysler
Corp., 81 P.3d 618 (Okla. 2003), has “thrown open the
gates to all manner of class actions” and that
“fujnless this Court intervenes, states like Oklahoma
that employ constitutionally deficient choice-of-law
rules will continue to serve as magnet for putative
nationwide class actions.” Pet. at 32-33. Aside from
the fact that WCI fails to identify which states are
“like Oklahoma,” this statement’s obvious inconsis-
tency rests in the fact that Ysbrand was decided six
years ago, in 2003. If WCI is correct, there should be
ample evidence of the supposed flood of Oklahoma
class action cases unleashed by Ysbrand. Yet WCI
provides no citation to any such case.
23
In addition, subsequent legislative enactments
have gutted any argument that Oklahoma will be-
come a magnet for national class action lawsuits.
First, Congress enacted the Class Action Fairness Act
of 2005, Pub. L. No. 109-2, 119 Stat. 4 (2005) (codified
at 28 U.S.C. § 1332(d)) (“CAFA”), which affords defen-
dants like WCI the right to remove national class
actions to federal court. Second, the Oklahoma Legis-
lature has enacted the Oklahoma Comprenensive
Lawsuit Reform Act of 2009 (““OCLRA”), which for all
intents and purposes prohibits the filing of national
class actions — like the instant case — in Oklahoma
state courts. 2009 Okla. Sess. Law Serv. Ch. 228, HB
1603, sec. 16, § 2023(D)\(3) (West), App. A.”
Contrary to WCI’s alarmist predictions, there is
no pressing public policy need for this Court to
intervene in this isolated case that presents an issue
unlikely to arise again.
“ Petitioner has not cited this Court to any national class
action, breach of warranty case implicating Ysbrand that has
been filed and litigated in an Oklahoma federal court subse-
quent to CAFA’s enactment. And under OCLRA, the Oklahoma
state court “gates” have now been closed to national class action
lawsuits. Petitioner’s contention, therefore, that unless this
Court reverses the Oklahoma Supreme Court’s decision in this
case, the so-called “greener pastures” of Oklahoma will act as a
“magnet” to future national class action, breach of warranty
litigation, Pet. at 32, is baseless.
24
Ill. Oklahoma’s Conflict-of-Laws Principles
Comport Fully with the Due Process and
the Full Faith and Credit Clauses.
A. The Constitution Does Not Mandate
the Application of a Universal Set of
Conflict-of-Laws Principles.
In our federal system, states are permitted to
select their own choice-of-law rules so long as they do
not violate the Constitution:
It is not for this Court to say whether
the choice-of-law analysis suggested by
Professor Lefla: is to be preferred or whether
we would make the same _ choice-of-law
decision if sitting as the Minnesota Supreme
Court. Our sole function is to determine
whether the Minnesota Supreme Court’s
choice of its own substantive law in this case
exceeded federal constitutional limitations.
Implicit in this inquiry is the recog-
nition, long accepted by this Court, that
a set of facts giving rise to a lawsuit, or
a particular issue within a lawsuit, may
justify, in constitutional terms, appli-
cation of the law of more than one
jurisdiction.
Allstate Ins. Co. v. Hague, 449 U.S. 302, 307 (1981)
(emphasis added); see also Day & Zimmermann, Inc.
v. Challoner, 423 U.S. 3, 4 (1975) (per curiam) (A
“federal court ... is not free to engraft onto ... state
rules ... modifications which may commend them-
selves to the federal court, but which have not com-
mended themselves to the State... .”).
25
The question here is not whether this Court (or
the Supreme Courts of Michigan, Texas, or Kansas
for that matter) would adopt the same rule as
Oklahoma.” The question is whether the Constitution
is violated by applying Michigan law in a nationwide
class action when WCI’s contacts with Michigan gave
rise to the class members’ claims and those Michigan
contacts “are numerous and significant.” See Pet.
App. 81a.
* Cases that WCI cites do not even peripherally address
choice-of-law issues like those WC] seeks to raise. WCI cites, for
example, Ferguson v. Skrupa, 372 U.S. 726 (1963). Pet. at 31.
Ferguson, however, nowhere addressed the constitutionality of
choice-of-law rules; rather, that decision noted that because
Lochner-esque doctrines had long been discarded, “courts do not
substitute their social ... beliefs for the judgment of legislative
bodies.” Jd. at 730. Accordingly, the Court reversed the district
court’s injunction against enforcement of a Kansas debt adjust-
ing statute. Id. at 732-33. There is no discussion in Ferguson of
whether a state’s choice-of-law rules comport with the Due
Process or Full Faith and Credit Clauses. Wells v. Simonds
Abrasive Co., 345 U.S. 514 (1953) is similarly unhelpful. In
Wells, this Court reviewed the Full Faith and Credit Clause
restrictions as applied to a choice-of-law issue, but it did not
address whether one state’s courts could apply the law of
another state in a nationwide class action. The import of Wells
was that the Full Faith and Credit Clause did not “compel the
forum state to use the period of limitation of a foreign state.” Jd.
at 517.
B. If the Application of a State’s Conflict-
of-Laws Principles Leads to _ the
Selection of a State’s Laws Where That
State’s Contacts with the Litigation
and the Class Plaintiffs Are Signifi-
cant, the Conflicts Analysis Fulfills the
Requirements of the Constitution.
In Phillips Petroleum Company v. Shutts, 472
U.S. 797 (1985), this Court set forth the constitu-
tional parameters applicable to conflict-of-laws princi-
ples utilized by state courts. Shutts was a class action
case filed in state court in Kansas involving claims
for underpayment of royalties pursued against an
Oklahoma-based oil company. Jd. at 799. The putative
class members, only a handful of whom were Kansas
residents, were parties to contracts involving oil and
gas leases that were scattered throughout eleven
different states (only a few were located in Kansas).
Id. at 801. The Kansas Supreme Court applied “Kan-
sas contract and Kansas equity law to every claim in
[the] case, notwithstanding that over 99% of the gas
leases and some 97% of the plaintiffs in the case had
no apparent connection to the State of Kansas except
for [the] lawsuit.” Jd. at 814-15.
Against this background, this Court analyzed the
constitutional boundaries surrounding a conflict-of-
laws analysis. It began by noting that “a particular
set of facts giving rise to litigation could justify,
constitutionally, the application of more than one
jurisdiction’s laws.” Jd. at 818. This Court explained
that the Due Process and Full Faith and Credit
27
Clauses “provided modest restrictions on the appli-
cation of forum law.” Jd. (emphasis added). The Court
then set forth the following Constitutional restric-
tions:
[The state] must have a significant
contact or significant aggregation of contacts
to the claims asserted by each member of
the plaintiff class, contacts creating state
interests, in order to ensure that the choice
of [the state law] is not arbitrary or unfair.
Id. at 821-22 (quotations omitted).
C. As Explained by the Oklahoma Su-
preme Court in its Opinion, on this
Record, There Is a Significant Aggre-
gation of Contacts Between Michigan
and the Class Members’ Claims, and as
a Result, the Application of Michigan
Law Complies With the Constitutional
Standard Set Forth in Shutts.
WCI’s contention that the Oklahoma Supreme
Court applied an arbitrary, per se conflict-of-laws
analysis in upholding (in part) the state district
court’s certification decision is belied by the seven-
page conflict-of-laws analysis the court conducted.
The Oklahoma Supreme Court expressly applied the
“most significant relationship” test of the Restate-
ment (Second) of Conflict of Laws §§ 6, 191 & cmt. f
(1971) in holding that the state district court correctly
determined that Michigan law governed the class
members’ claims. See Pet. App. 77a-83a. In applying
28
an even more stringent standard than that put forth
by this Court in Shutts, the Oklahoma Supreme
Court concluded:
Williams’ contacts with Michigan are nu-
merous and significant.... It contracted
with Ford in Michigan and produced the
pedals as a supplier for ... Ford. Although
certain activities may have occurred in
different states, the “engineering specifica-
tions” from which Williams was to design the
pedals emanated from Ford’s engineers in
Michigan. This is in line with Ysbrand ...
wherein we found Michigan’s interest in the
conduct of DaimlerChrysler Corp., ... “and
thus its connection to warranty issues,” was
greater than the place of delivery for
determining Plaintiffs’ claims... .Id. at 626.
Ford and Williams appeared to
understand that Ford’s requirements and
specifications would govern the business
relationship and that Ford directed the
activities between the parties....
For purposes of Plaintiffs’ breach of
warranty claims, we find that the law of
Michigan, the state of Ford’s principal place
of business as manufacturer which controlled
the specifications, requirements and testing
for the pedals, has a greater “intensity of
interest” than any other state involved. Its
law should be applied.
Pet. App. 81a-83a (footnotes omitted).
29
The Court further found:
(I]Jn light of the nature and extent of
Williams’ contacts with Ford in Michigan, we
find Michigan has a significant “aggregation
of contacts” such that the application of
Michigan law to the breach of warranty
claims is “neither arbitrary nor fundamen-
tally unfair” and thus, constitutional.
Id. at 83a (citing Ysbrand, 81 P.3d at 626 (citing
Shutts, 472 U.S. at 818)).
The record on which the Oklahoma Supreme
Court made these determinations contradicts WCI’s
efforts to disclaim a sustained business presence in
Michigan and evidences that WCI made design, man-
ufacturing, and distribution decisions in Michigan for
the pedals that are now the subject of the class
members’ claims. This record is stout and includes,
for example, numerous letters detailing the collab-
oration of WCI’s “Corporate Office — Michigan”” with
Ford personnel in Dearborn, Michigan, such as:
*“ WCI repeatedly alludes to its principal place of business
in Oregon and its incorporation in Delaware as somehow
suggesting as a matter of constitutional law that Michigan law
cannot apply. £.g., Pet. at 3. But Home Ins, Co. v. Dick, 281 U.S.
397 (1930), which WCI cites, shows that WCI’'s residency or
citizenship should be of little consequence to the choice-of-law
inquiry here. Rejecting Dick’s arguments that Texas law should
apply, the Court noted “nothing in any way related to the policy
sued on, or the contracts of reinsurance, was ever done ... in
Texas.” Jd. at 408. “All acts relating to making of the policy were
done in Mexico .... Neither the Texas laws nor... courts were
(Continued on following page)
30
¢ A letter from “Williams Controls, Inc.
Corporate Office — Michigan” to Ford’s
“Quality, Manufacturing and Purchasing
Operations” in Dearborn, Michigan
states that “[WCI] had designed and
submitted preliminary costs [for the
pedals] to Ford in November of 1998
.... [WJe have submitted timing charts
to meet Ford release schedules and
production tooling and final process
verifications are pending... .” Pls.’ Mot.
for Class Cert. of 12/19/05, Ex. A&8,
Letter from WCI’s Homovec to Ford
Buyer Burrows of 8/26/99 at 1-2;
¢ Another letter from the “Williams Con-
trols, Inc. Corporate Office — Michigan”
to Ford’s “Quality, Manufacturing and
Purchasing Operations” in Dearborn,
Michigan states that “[w]Je are grateful
for the opportunity to continue as a
supplier to Ford, and manufacture the
... pedal .... The Purchase Agreement
is approved to include the following
content and comments: ... The Ford
engineering released sensor offered is
specific to the ... design, cop!anar ele-
ment with 2 track signal output ... and
supports an Integral multi-pin connec-
tion.” Jd., Ex. A9, Letter from Homovec
to Burrows of 9/30/99 at 1:
invoked for any purpose.... The fact that Dick's permanent
residence was in Texas is without significance.” /d
31
¢ Another letter from the “Williams Con-
trols, Inc. Corporate Office — Michigan”
to Ford’s “Quality, Manufacturing and
Purchasing Operations” in Dearborn,
Michigan states that “[sleveral design
enhancements motivated the price
reduction, none ... [alffected the core
design nor the fundamental ... tech-
nology being evaluated .... Your best
and final price {for the pedals] is as
follows and is based upon the detailed
specifications ... associated with the...
design.... The ... Controls assembly
will support the following design fea-
tures ....” Jd., Ex. Al10, Letter from
Homovec to Burrows of 9/14/99 at 1-2;
° Yet another letter from the “Williams
Controls, Inc. Corporate Office — Michi-
gan” to Ford’s “Quality, Manufacturing
and Purchasing Operations” in Dear-
born, Michigan states: “Thank you for
the opportunity to review Ford ... strat-
egy as it applies to ... [the] pedal
assemblies.... We are in agreement
with the [Ford] specification [for the
electronic throttle control]. ...{[WJe have
identified elements in the Ford Spec
that need to be reviewed.” /d., Ex. All,
Letter from Homovec to Burrows of
9/13/99 at 1.
These excerpts comprise but a sampling of the
evidence offered at the certification hearing proving
that WCI made its design, manufacturing, and sales
decisions in Michigan for the pedals now at issue in
32
the class action. WCI’s assertion that it “had no
relevant contacts” with Michigan, e.g., Pet. at i, is
inaccurate.”
WCI also contends that the Oklahoma Supreme
Court erred in failing to “undertake[] any individu-
alized analysis regarding the connection between the
state, each class member, the class member’s claims
and each defendant ....” Pet. at i. In making this
argument, WCI both misstates the requirements of
Shutts and mischaracterizes the analysis the Okla-
homa Supreme Court performed when it reviewed the
state district court’s certification decision.
Shutts does not require that state courts, when
conducting a certification hearing, literally identify
every potential class member and conduct a separate
conflicts analysis for each one. Rather, Shutts merely
* The sheer number of WCI’s activities in Michigan for the
purpose of designing, producing, and distributing the pedals
giving rise to the class claims belies WCI’s reliance on, for
example, State Farm Mutual Automobile Insurance Co. v. Camp-
bell, 538 U.S. 408 (2003), and BMW of North America v. Gore,
517 U.S. 559 (1996). Michigan plainly has an interest in
regulating WCI’s conduct occurring within Michigan. In con-
trast, both Gore and State Farm addressed state court awards of
punitive damages to deter conduct occurring outside the state.
See State Farm, 538 U.S. at 421 (“Nor ... does a state have a
legitimate concern in imposing punitive damages... for unlaw-
ful acts committed outside the State's jurisdiction.”); Gore, 517
U.S. at 572-73 (‘Alabama may insist that BMW adhere to a
particular ... policy in that state. Alabama does not have the
power, however, to punish BMW for conduct that was lawful
where it occurred and... had no impact on Alabama... .”).
33
held that the status of a case as a class action did not
permit courts to overlook the constitutional restric-
tions described above. In other words, even in the
class action context, the state whose law is applied
“must have a significant contact or significant aggre-
gation of contacts to the claims asserted by each
member of the class ....” Jd. at 821 (internal cita-
tions and quotations omitted).
The Oklahoma Supreme Court’s analysis in the
present case is consistent with this holding. In
affirming the state district court’s certification ruling,
the Oklahoma Supreme Court held that because Ford
made design and manufacturing decisions regarding
the pedals in Michigan, the law of Michigan had the
most significant relationship to this dispute. Pet. App.
81a-83a. The court further noted that the significance
of the relationship was not lessened with respect to
WCI, a component parts manufacturer that con-
tracted with Ford in Michigan and participated in
design and manufacturing decisions with Ford
regarding the pedals in Michigan. /d. As the nature of
the dispute for every class member centers on design
and manufacturing decisions made by WCI and Ford
in Michigan, the conclusion that Michigan contacts
are significant applies equally to every individual
class member. In sum, the Oklahoma Supreme
Court’s analysis was entirely consistent with the
holding of Shutts.
The Shutts standard controls. The Oklahoma
Supreme Court’s conflict-of-laws analysis as applied
to the record facts in this case meets the Shutts
standard — in fact, it is not even a close question.
34
D. The Constitution Does Not Require
That in a Breach of Warranty Class
Action That the Laws of Any Particular
State Control.
Finally, WCI argues that “the Oklahoma
Supreme Court [violated] the rights of class action
defendants under the Full Faith and Credit and Due
Process Clauses by subjecting these defendants, such
as WCI, to liability under one state’s law that they
would not face under the law of other states where
putative class members reside.” Pet. at ii. To trans-
late: WCI is complaining that had the instant suit
been filed by individuals in their own home states
(rather than as a class action), some of the suits
might have faced dismissal because some of the
states have laws that might preclude the claims
asserted here. WCI claims that this dichotomy
confirms the Oklahoma Supreme Court’s decision was
somehow unconstitutional.
Of course this is the same erroneous argument
(stated a little differently) that WCI has made from
the beginning — that Oklahoma conflict-of-laws prin-
ciples should impose the law of each class members’
nome state. As stated previously, however, the Consti-
tution does not mandate any particular resolution of
a conflict-of-laws issue. States are free to disagree as
to how to resolve conflicts. And in that spirit,
Oklahoma is free to conclude that for cases filed
within its borders, the resolution of a conflict-of-laws
issue involving a warranty claim can lead to the
imposition of the law of the home state of the
35
manufacturer rather than the law of the home state
of the buyer. So long as that decision is not arbitrary
and is based upon significant contacts between the
state whose law is chosen and the class Members’
claims, there is no constitutional issue. That, of
course, is the situation here.
In sum, the existence of conflicts means that the
outcome may differ depending upon which state’s law
applies. WCI’s complaint, when carefully parsed, is
directed at the fact that conflicts exist, not the
constitutionally permissible manner in which the
conflicts at issue were dealt with here by the
Oklahoma Supreme Court.
+
36
CONCLUSION
For the above reasons, the Class Representatives
respectfully request the Court deny WCI’s Petition for
Certiorari.
Respectfully submitted,
MICHAEL BURRAGE GRANT J. HARVEY
DAVID BURRAGE ANDREW L. PICKENS
BURRAGE LAW FIRM Counsel of Record
First United Center, MARK A. GIUGLIANO
Suite 100 GIBBS & BRUNS, LLP
115 North Washington 1100 Louisiana, Suite 5300
Durant, OK 74720 Houston, TX 77002
(580) 920-0700 (713) 650-8805
Troy L. GREENE JOHN E. DOWDELL
GREENE LAW FIRM, P.C. WILLIAM W. O’CONNER
1415 Louisiana, Suite 3200 NORMAN WOHLGEMUTH
Houston, TX 77002 CHANDLER & DOWDELL
(713) 547-0500 2900 Mid-Continental Tower
401 South Boston Avenue
Tulsa, OK 74103
(918) 583-7571
Counsel for Respondents
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