Belgium, respectively. Indeed, Wood did not even arrive in Texas until January 2, 1996. That AGC's Texas address appeared on both the letterhead on AGC's faxes to Goodrich and the letters Goodrich faxed in response, facts to which AGC attaches some importance, does not make Texas in any way the place of these negotiations. The only sense in which any negotiations of the December 27 Contract can be said to have occurred in Texas is that Goodrich routed several faxes to Wood in Europe via AGC's Houston office, and this connection is plainly insignificant in relation to those of the competing jurisdictions, particularly Connecticut.
AGC places great emphasis, however, on the communications between Goodrich and Wood while Wood was in Texas regarding the pre-purchase inspection provisions of the Contract. Plaintiff argues that the agreement that resulted--namely, that a CESSCOM Phase V inspection would be performed at the AMR Combs facility in Alabama--was "critical to the performance of the Contract" and, in fact, the contract was not "finalized" until this agreement was reached. Pl.'s Mem. at 6. Even assuming that this agreement represented a formal modification of the Contract rather than the performance of one its terms, the provisions for the pre-purchase inspection constitute only a small part of the agreement as a whole. Indeed, only two of the Contract's eleven paragraphs concern the inspection. That these provisions happen to be at the crux of this dispute does not endow them any greater significance for choice of law purposes. Further, attaching importance to this subsequent agreement weighs as much in favor of Connecticut as it does Texas.
The remaining factors also do not weigh in favor of the application of Texas law. The Contract was executed by Wood in Europe on behalf of its Belgian trust client and by Goodrich in Connecticut on behalf of SLI.
No performance was specified by the Contract to occur in Texas, nor did any performance subsequently take place there as the pre-purchase inspections occurred in Alabama and Pennsylvania, and AGC's deposit was escrowed in Oklahoma. Likewise, the Airplane was never in Texas at any time after negotiations for its sale commenced. It was hangered in Pennsylvania prior to being flown to Alabama for the pre-purchase inspection, and was flown back to Pennsylvania when problems arose in Alabama. Cf. Tersco, 879 F. Supp. at 447 (E.D.Pa. 1992)(applying Texas law where Texas was place of negotiations, contracting and performance). Finally, the parties are citizens of each of the concerned jurisdictions.
We also find that the balance of the competing policy interests implicated here does not weigh in favor of the application of Texas law. Texas assuredly has an interest in affording its corporate citizen the full measure of recovery available under its law. But Pennsylvania and Connecticut have a similar interest in preventing their corporate citizens from paying what, in the views of their respective legislatures and courts, should not be awarded as a matter of entitlement in contract actions. Further, to the extent that these states do not provide an entitlement to attorney's fees because such awards make litigation even more burdensome, see 22 Am. Jur.2d § 611, these concerns are clearly at play in this action.
Based on the foregoing, we find that, under Pennsylvania's choice of law rules, both Pennsylvania and Connecticut have (1) more significant contacts with the Contract than does Texas, and (2) policy reasons for not awarding attorney's fees in contract actions that are at least as implicated here as are Texas' reasons for providing for the recovery of such fees. We therefore hold that Tex. Civ. Prac. & Rem. § 38.001 does not govern this dispute, and because there can be no genuine issue of material fact relating to AGC's claim for attorney's fees under this statute, enter summary judgment on Count II of AGC's Complaint in Defendants' favor. An appropriate Order follows.
AND NOW, this 17th day of January, 1997, upon consideration of Defendants' Motion for Partial Summary Judgment, Plaintiff's Response, and Defendants' Reply thereto, it is hereby ORDERED that the Motion is GRANTED. Summary judgment is hereby entered in favor of Defendants and against Plaintiff on Count II of the Complaint.
BY THE COURT:
J. CURTIS JOYNER, J.