Plaintiffs contend Defendant purposefully availed itself of the privilege of doing business in Oregon when it executed the Promissory Note. Specifically, Plaintiffs point out that Oregon Rule of Civil Procedure 4E(3) provides Oregon courts have personal jurisdiction over an action that “[a]rises out of a promise, made anywhere to the plaintiff or to some third party for the plaintiff's benefit, by the defendant to deliver or receive within this state or to send from this state goods, documents of title, or other things of value.” Plaintiffs rely on two cases to support their jurisdictional argument: Boehm & Co. v. Environmental Concepts, Inc., 125 Or.App. 249, 865 P.2d 413 (1993), and White Stag Mfg. Co. v. Wind Surfing, Inc., 67 Or.App. 459, 679 P.2d 312 (1984). In Boehm the plaintiff, an Oregon corporation, held a promissory note executed by Defendant ECI–Del, a Delaware corporation, and guaranteed by Defendant AMI, a Florida corporation.

When personal jurisdiction has been predicated on the execution of a guaranty, we have found the criteria satisfied in that important economic consequences flowed from that act, because credit was extended in Oregon by a corporation in reliance on the guaranty. White Stag Mfg. Co. v. Wind Surfing, Inc., 67 Or App 459, 465, 679 P2d 312 (1984). Defendants, however, argue that those criteria are not met here; they make three specific arguments that require discussion.

A claim for breach of guaranties is treated like any other breach of contract. See White Stag Mfg. Co. v. Wind Surfing, Inc., 67 Or. App. 459, 466 n.8, 679 P.2d 312, 316 n.8 (1984). A plaintiff seeking damages for a breach of contract must prove: (1) a valid contract existed; (2) the defendant breached a term of the contract; (3) the plaintiff substantially performed its obligations or those obligations were excused; and (4) the defendant's breach caused the plaintiff damages.

Complaint, para. 9. White Stag Mfg. Corp. v. Wind Surfing, Inc., 67 Or.App. 459, 466, 679 P.2d 312 (1984) (internal citation omitted). Plaintiff argues that its claim is excepted from the statute of frauds because defendant's main purpose in promising to pay WRV's debt to plaintiff was to benefit its own pecuniary interests as the new owner of WRV by inducing plaintiff to purchase WRV vehicles.

Since Davis, the doctrine has gained widespread approval. See, e.g., Merdes v. Underwood, 742 P.2d 245, 251-252 (Alaska 1987); Frei v. Hamilton, 601 P.2d 307, 310 (Ariz.App. 1979); Merritt v. J.A. Stafford Co., 440 P.2d 927, 932 (Cal. 1968); James D. Swoish, Inc. v. Panda Foods, Inc., 639 P.2d 426, 428 (Haw.App. 1982); Ricci v. Reed, 523 N.E.2d 1218, 1221 (Ill.App. 1988); Graybar Elec. Co. v. Sawyer, 485 A.2d 1384, 1389-1391 (Me. 1985); Esselman v. Production Credit Ass'n, 380 N.W.2d 183, 187 (Minn. Ct. App. 1986); Sierra Blanca Sales Co., Inc. v. Newco Industries, Inc., 505 P.2d 867, 881 (N.M. 1972); White Stag Mfg. Co. v. Wind Surfing, Inc., 679 P.2d 312, 316 (Or.App. 1984); Morrison-Knudsen Co., Inc. v. Hite Crane Rigging, Inc., 678 P.2d 346, 348-349 (Wash.App. 1984); Restatement (Second) of Contracts § 116 (1969). Focusing on the Statute of Frauds, the Davis court explains the rationale for the exception as follows:

We have held that, although that rule is not based on any prior constitutional decisions, it was intended to extend personal jurisdiction to the constitutional limits. White Stag Mfg. Co. v. Wind Surfing, Inc., 67 Or. App. 459, 463-64, 679 P.2d 312 (1984). Therefore, in applying ORCP 4E(3), we first inquire whether it applies to the transaction between the parties. If it does, we next inquire whether that transaction presents sufficient contacts with Oregon that the exercise of jurisdiction does not offend traditional notions of fair play and substantial justice.

When personal jurisdiction was predicated on execution of a guaranty, we have found the criteria satisfied in that important economic consequences flowed from that act, because credit was extended in Oregon by a corporation in reliance on the guaranty and because it was reasonable under those circumstances for the guarantor to understand that he would be subject to the jurisdiction of Oregon courts. White Stag Mfg. Co. v. Wind Surfing, Inc., 67 Or. App. 459, 679 P.2d 312 (1984). Defendants, however, present multiple theories in support of their contention that the criteria are not met here; we find it necessary to address only two. First, defendants Stroick and Kathleen Spencer appear to argue that the criteria are not satisfied as to them, because execution of the guaranty was their only contact with BRS and they had no idea that BRS was an Oregon corporation.

(See Doc. No. 1, Ex. B at 21 ¶ 9 (“Guarantor also agrees that the laws of Oregon . . . will apply.”).) “A claim for breach of guaranties is treated like any other breach of contract.” Equipment Fin. Partners v. Rose, No. 3:13-cv-00734-MO, 2014 WL 1917957, at *4 (D. Or. May 12, 2014) (citing White Stag Mfg. Co. v. Wind Surfing, Inc., 679 P.2d 312, 216 n.8 (Or. Ct. App. 1984)). As noted above, to state a claim for breach of contract, the plaintiff must allege: (1) the existence of a contract, (2) the relevant terms of the contract, (3) that the plaintiff substantially performed its obligations under the contract, and (4) the defendant's breach resulted in damages to the plaintiff.

In addition, under Oregon law, the requirement in the Statute of Frauds that a promise to answer for the debt of another must be in writing is excused "when the consideration for the promise is in fact or apparently desired by the promisor mainly for his own or her own advantage, rather than to benefit the third person." White Stag Manufacturing, Co. v. Gross, 679 P.2d 312, 316 (Or. Ct. App. 1984) (citing RESTATEMENT (SECOND) CONTRACTS, § 116 (1979); Meader v. Orbit Inn Corp., 556 P.2d 1365, 1366 (Or. 1976)). This long-recognized exception, variably known as the "main purpose," "original promise," or "leading object" doctrine, is often traced to the U. S. Supreme Court's opinion in Davis v. Patrick, 141 U.S. 479 (1891), in which the Court offered the following explanation of the statute's requirement that a promise to answer for another's debt be in writing:

A non-resident defendant's personal guarantee, if relied upon by the plaintiff and which creates substantial economic consequences in the forum state, will support the exercise of personal jurisdiction. White Stag Mfg. Co. v. Wind Surfing, Inc., 67 Or. App. 459, 679 P.2d 312 (1984). B. Arising out of Forum Related Activities