just got this from Nationwide from DENNIS WILLIAMS

Frankly, I fail to understand your conclusion that because of an exception in a New Mexico bill that never passed into law, the choice of law clause of your contract, the Restatement Second of Conflicts of Law and literally hundreds of state and federal court decisions on contract formation do not apply. But, by all means proceed with whomever you wish. Please feel free to provide Mr. Edmondson with my contact information (which appears below) to expedite the handling of your complaint.



The appropriate form for the Oklahoma AG's office may be found at http://www.oag.state.ok.us/oagweb.nsf/ConsumerComplaint!OpenPage. Unfortunately, Mr. Edmondson's web site does not support online filing. For your convenience, I am attaching a .pdf file of the Oklahoma consumer complaint form. You simply need to print this, fill it out and mail it to Mr. Edmonson's office.



Ambassador Financial Services, Inc. d/b/a Nationwide Cash operates from offices in Española, New Mexico, where it is licensed to make unsecured consumer loans under New Mexico's Small Loan Act of 1955. (As it existed at the time your loan was made and continues to exist today, rather than as it might have been modified if the Lundstrom bill passed.) It is regulated by the Financial Institutions Division of the New Mexico Regulation and Licensing Department, which conducts annual onsite audit of its operations and portfolio.



When a potential customer completes an Ambassador loan application that application is received – either electronically or physically – at my client's headquarters. There, Ambassador does its underwriting. If preliminarily approved, the customer is sent a loan note and related documents for physical or electronic signature. Once received, Ambassador personnel verify information provided by the customer. If all checks out, the Company accepts the agreement, thus creating a binding contract. Loan proceeds are then disbursed from its accounts at a New Mexico bank, and repayment by the consumer is made to the same account.



In contrast, it has no employees, agents, facilities or accounts in your state. In fact, it's only connection with your state is that you made a loan application via the internet at its New Mexico headquarters.



In summary, even if the choice-of-law clause in the loan agreement were absent or invalid, these are New Mexico loans. This is because all of the critical elements that comprise a loan transactions – domicile of at least one party, analysis of the application, the final act necessary for contract formation, disbursement and repayment – all occur in New Mexico. See Shannon-Vail Five, Inc. v. Bunch, 270 F.3d 1207 (9th Cir. 2001); Restat 2d of Conflict of Laws, §§ 187, 188, 195, 203.



Under the U.S. Constitution, no state can require an entity operating entirely in another state to submit to its licensing schemes or substantive laws. As the U.S. Supreme Court held:



“The ‘Commerce Clause . . . precludes the application of a state statute to commerce that takes place wholly outside of the State's borders, whether or not the commerce has effects within the State,' Edgar v. MITE Corp., 457 U.S. 624, 642-643 (1982) (plurality opinion). Second, a statute that directly controls commerce occurring wholly outside the boundaries of a State exceeds the inherent limits of the enacting State's authority and is invalid regardless of whether the statute's extraterritorial reach was intended by the legislature. The critical inquiry is whether the practical effect of the regulation is to control conduct beyond the boundaries of the State. Third, the practical effect of the statute must be evaluated not only by considering the consequences of the statute itself, but also by considering how the challenged statute may interact with the legitimate regulatory regimes of other States and what effect would arise if not one, but many or every, State adopted similar legislation. Generally speaking, the Commerce Clause protects against inconsistent legislation arising from the projection of one state regulatory regime into the jurisdiction of another State.”



Healy v. Beer Inst., 491 U.S. 324, 336-337 (1989)



In recent years, a phenomenon has come about in which litigants and even regulators attempt to substitute their home state's laws for those of the lender's state. Usually, they justify their intrusions into other states on the basis that some out-of-state businesses operate interactive websites. However, this position is based on a misreading and misapplication of Zippo Manufacturing Company v. Zippo Dot Com, Inc., 952 F.Supp. 1119 (W.D.Pa 1997)



Zippo is a case about in personam jurisdiction. If a customer in State X can conduct an interstate transaction from his desktop computer, he should not need to travel to raise a dispute. He can bring his claims in his home state's court. Zippo is about convenience and fairness in private litigation. Period. Nothing in the Zippo opinion determines which state's substantive law applies to a transaction, let alone address the issue of prescriptive or regulatory jurisidiction. These questions were never raised by the litigants. Nor should they have been. The issue had already been decided by the U.S. Supreme Court. See Healy, supra;



Simply, a state's legislative and executive powers are co-extensive with its territory. It cannot simply reach across borders. Sandberg v. McDonald, 248 U.S. 185 (1918); American Banana Co. v. United Fruit Co., 213 U.S. 347 (1909). And while the temptation to do so is understandable in the Internet age, the law remains the law. As one federal judge caustically wrote:



“California has discovered the Internet. Because Californian consumers can read sites posted by foreign brokers, the state says that "someone offering real-estate services on the Internet without a California license could avoid California regulation if they put barriers in place to avoid doing brokerage business with Californians, including a web page legend that their services are unavailable to Californians." That says that a national broker cannot deal with Californians. Imagine the usefulness -- to brokers and consumers -- of a web page or newspaper advertisement that had disclaimers and rights notices from 50 states, District of Columbia, and Puerto Rico. At least now the Canal Zone can be omitted.”



Stroman Realty, Inc. v. Antt, 2005 U.S. Dist. LEXIS 16048 (D. Tex. 2005)



In Stroman, Florida and California attempted to impose their license requirements and consumer protection laws upon a Texas broker who advertised nationally, including via direct mail and internet. The court thoroughly chastised the two states for violating the interstate commerce clause and enjoined them from enforcing their laws in violation of Stroman's constitutional rights.



The Stroman court also addressed the states' attempt to pervert in personam jurisdiction into prescriptive jurisdiction:



“Florida and California insist that they must be able to exercise jurisdiction over Stroman in their states. They may be able to sue him, depending on the facts of the case, irrespective of his licensure. Without submitting to their licensing laws, Stroman consents to jurisdiction in states where it conducts continuous and systematic business; where it does occasional, episodic, modest business, jurisdiction would depend. These states want to have jurisdiction over out-of-state businesses automatically, gratuitously as a price of admission to their markets -- an interstate tariff that costs outsiders their rights.”



In light of the foregoing, your state has no authority to regulate my client's activities, all of which occur in New Mexico. We therefore expect you to meet your obligations under your loan agreement.