               IN THE UNITED STATES COURT OF APPEALS
                       FOR THE FIFTH CIRCUIT

                   ____________________________

                           No. 98-60491
                   ____________________________

            ACS CONSTRUCTION CO., INC. OF MISSISSIPPI,

                                               Plaintiff-Appellee,

                                V.

                 GENERAL POWER CORPORATION, ET AL,

                                                       Defendants,

             VENGROFF, WILLIAMS AND ASSOCIATES, INC.,

                                              Defendant-Appellant.

_________________________________________________________________

           Appeal from the United States District Court
                 Northern District of Mississippi
                 Civil Action No. 4:96-CV-35-WB-B
_________________________________________________________________
                         December 30, 1999

Before DAVIS and JONES, Circuit Judges, and LEMELLE*, District
Judge.

DAVIS, Circuit Judge:**

      Appellant Vengroff, Williams and Associates, Inc. ("Vengroff

Williams") appeals the money judgment of the district court entered

on a jury verdict.    Appellant contends that the district court

erred in determining it had personal jurisdiction based on the




  *
   District Judge of the Eastern District of Louisiana, sitting by
designation.
 **
   Pursuant to 5TH CIR. R. 47.5, the Court has determined that this
opinion should not be published and is not precedent except under
the limited circumstances set forth in 5TH CIR. R. 47.5.4.
contract prong of the Mississippi long-arm statute. In particular,

Vengroff Williams argues that the district court's determination

that    it   had    personal    jurisdiction       was   erroneous     because    the

evidence was        insufficient      to   establish     that   a     contract    was

perfected in the meeting between Appellee ACS Construction Company,

Inc. of Mississippi ("ACS") and Vengroff Williams.                       Appellant

further argues that even if a contract was formed at the Greenwood,

Mississippi        meeting,    none   of    the    contract     was   performed    in

Mississippi.       We conclude that no enforceable contract was entered

into at the Greenwood, Mississippi meeting and that the district

court erred in finding that it had personal jurisdiction under the

"contract prong" of the Mississippi long-arm statute. We therefore

reverse the judgment of the district court.



                                           I.

       This case arises from a government contracting job gone

awry.    In 1994, ACS sought two government building contracts, one

at Fort Bragg in North Carolina and one at Fort Campbell in

Kentucky.     General Power Corporation (“General Power”), a South

Carolina corporation, submitted bids to ACS to perform the

electrical work for both projects.                General Power was 50 percent

owned by Albert B. Cialone.           Vengroff Williams--whose principals

are Harvey Vengroff and Robert Williams--and Sheldon Electric

Co., Inc (“Sheldon Electric”)--whose principal is Barry J. Beil--

each owned 25 percent shares in General Power.                  ACS used General

Power’s pricing in its bid to the government for both projects.


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     ACS was awarded both contracts and opened discussions with

General Power about awarding General Power the electrical

subcontract.    When General Power informed ACS that it was unable

to provide a performance bond, as it had agreed to do, ACS became

concerned with General Power’s stability and began to look

elsewhere for an electrical subcontractor.   In an effort to allay

these concerns, General Power invited ACS’s principals to a

meeting in New York.   ACS declined the invitation and instead

invited General Power to attend a meeting at ACS’s headquarters

in Greenwood, Mississippi.

     General Power was well represented at the meeting with ACS

in Greenwood, Mississippi.   The General Power representatives

were Al Cialone, Barry Beil, and critically for purposes of this

appeal, Harvey Vengroff, representing his company Vengroff

Williams. General Power met with ACS for approximately one and a

half hours.    The main topics discussed were the technical aspects

of the electrical work that General Power would perform if it

obtained the subcontracts from General Power.   The subject turned

briefly to General Power’s financial ability to perform the

subcontracts.   Mr. Vengroff assured ACS that his company was an

investor in General Power and that it would provide the necessary

financial support to assure completion of the subcontract.

     No contracts were signed at the Greenwood, Mississippi

meeting, but later in North Carolina, ACS and General Power

signed electrical subcontract agreements covering the two

government construction projects.


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     In the course of completing the electrical work at the

construction sites, General Power ran into a series of

difficulties.   By all accounts, Cialone failed miserably as an

administrator, and Vengroff Williams and Sheldon Electric came to

his assistance.   Despite Vengroff Williams’ infusion of

approximately $800,000 into General power and Mr. Williams’

assumption of management duties at the Fort Bragg project,

General Power continued losing money and it eventually filed for

bankruptcy.   ACS then commenced the present suit, alleging that,

by allowing General Power to default on the subcontract, Vengroff

Williams failed to perform as it had promised.

     ACS initiated this action against General Power, Al Cialone;

Vengroff Williams, Harvey Vengroff and Robert Willams; Sheldon

Electric and Barry Beil.   ACS sued the parties under several

theories, including breach of contract against General Power and

breach of implied-in-fact contract against Vengroff Williams and

Mr. Vengroff and Mr. Williams, individually.   ACS also sued

Vengroff Williams, Sheldon Electric, and the individual

principals of these firms for the torts of trover, conversion,

and material misrepresentation and fraud.

     Shortly before trial ACS’s trover and conversion claims were

dismissed pursuant to summary judgment.   At this time, Vengroff

Williams and other parties to the suit filed motions to dismiss

for lack of personal jurisdiction until the close of plaintiff’s

case.   The district court postponed ruling on the motions for

lack of personal jurisdiction.   At the conclusion of ACS’s case-


                                 4
in-chief, the district court (1) dismissed ACS’s fraud and

misrepresentation claims, and (2) determined that it had personal

jurisdiction over Vengroff Williams.

     The district court allowed ACS’s breach of contract claim

against Vengroff Williams to go to the jury, which returned a

verdict for $83,000 in favor of ACS and against Vengroff

Williams.    This appeal followed.



                                 II.

     In a federal diversity action, personal jurisdiction is

determined by a two-step inquiry addressing: (1) the forum

state's long-arm statute, and (2) federal due process.       Allred v.

Moore & Peterson, 117 F.3d 278, 281 (5th Cir. 1997).     If the

state long-arm statute is not first satisfied, the federal due

process question is never reached and jurisdiction fails.      Cycles

v. Digby, 889 F.2d 612, 616 (5th Cir. 1989).    The Mississippi

long-arm statute provides in relevant part:

            Any nonresident person, firm, general or
            limited partnership, or any foreign or other
            corporation    not    qualified   under    the
            Constitution and laws of this state as doing
            business herein, who shall make a contract
            with a resident of this state to be performed
            in whole or in part by any party in this state
            ... shall by such acts be deemed to be doing
            business in Mississippi and shall thereby be
            subjected to the jurisdiction of the courts of
            this state.

Miss. Code Ann. § 13-3-57 (Supp.1998).    Thus, the existence of an

enforceable contract is a prerequisite to a finding of personal

jurisdiction under the "contract prong" of the Mississippi long arm


                                     5
statute.

       We therefore turn to the principal argument on appeal: whether

the evidence is sufficient to support the jury’s finding that a

contract was perfected.     In order to find that a contract exists,

a fact finder must determine that both parties agreed to all of the

essential terms.     See Ham Marine, at 459; Knight v. Sharif, 875

F.2d 516, 525 (5th Cir. 1989).    Because the alleged contract arose

from    the   parties’   conversations   at   the   Greenwood   meeting,

Mississippi contract law governs.

       The district court held that the contract prong of the long-

arm statute was satisfied because ACS produced prima-facie evidence

of an oral agreement by Vengroff Williams to provide funding to

General Power for the subcontracts.      The court further found that

administrative functions performed in Mississippi by ACS, pursuant

to the written subcontracts with General Power, satisfied the

requirement that at least part of the contract be performed in

Mississippi.

       Vengroff Williams argues that the conversation the trial

court relied on is too vague and indefinite to constitute a

completed contract.

       Several cases decided under Mississippi law refuse to

enforce oral contracts where essential terms are too vague and

indefinite.    Beck v. Goodwin, 456 So.2d 758, 761 (Miss. 1984);

First Money, Inc. v. Frisby, 369 So.2d 746, 751 (Miss. 1979);

Izard v. Jackson Production Credit Corp., 188 Miss. 447, 195 So.

331, 333 (1940).    Beck is particularly analogous to the facts-at-


                                   6
hand.

     In Beck, the owner of a used car business brought an action

against a bank for breach of contract and alleged that the bank

agreed to finance the used car business but failed to do so.           456

So.2d at 759.   The plaintiff asserted that he obtained a Small

Business Administration loan through the bank in order to expand

his business based on the bank’s specific assurances.          Id.

According to the owner the bank specifically told him that

“financing would never be a problem” and that the bank “would

never arbitrarily cut off financing to him”.         Id.   About a year

after the owner obtained the loan, the financing agreement was

terminated by the bank.       Id.    The Supreme Court of Mississippi,

in affirming the trial court's grant of a demurrer in favor of

the bank, held that the agreement was too vague and indefinite to

be enforced.    Id. at 761.

     In the case-at-hand the parties agree that Mr. Vengroff

never stated how much money he was willing to contribute to

General Power and never stated how long he was willing to

continue funding General Power. Assuming as we must that Vengroff

promised to fund General Power to the extent necessary to assure

General Power's performance, such a vague and indefinite promise

is insufficient as a matter of law to constitute an enforceable

contract.   It is undisputed that the parties did not even discuss

terms that would be essential to the formation of a contract. As

the court observed in Beck:         “[a]ppellants did not allege how

much money was to be advanced, when it was to be advanced, on


                                       7
what security the advances were to be made, when the advances

would be repaid, or what interest would be charged for the

advances.”   456 So.2d at 761.

     Because we conclude that no contract was formed in

Mississippi between ACS and Appellants, the district court had no

personal jurisdiction over Vengroff Williams.



                                 III.

     For the reasons stated above, we REVERSE the judgment of the

district court and REMAND this case so that the district court

can dismiss this suit without prejudice.

     REVERSED and REMANDED.




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