United States District Court, N.D. California, San Jose Division
ORDER DENYING DEFENDANTS' MOTION To DISMISS FOR LACK OF PERSONAL JURISDICTION [Re: ECF 41]
BETH LABSON FREEMAN, District Judge.
Defendants Doyle, Geissler, OxyElite, and OxyElite PN (the "Moving Defendants") move this court to dismiss the action against them for lack of personal jurisdiction. For the reasons set forth below, their motion is DENIED.
Plaintiff filed an original complaint on January 24, 2014, in response to which the Moving Defendants filed a motion to dismiss for lack of personal jurisdiction. ECF 14. Before this initial motion to dismiss was decided, Plaintiff filed a First Amended Complaint ("FAC"), containing detailed factual allegations regarding the relationship among the various defendant entities, clearly designed to specifically address and overcome the challenges posed by Defendants' original motion to dismiss. ECF 21.
The court notes that Defendants' motion to dismiss the now-amended Complaint is largely identical to the initial motion-despite the fact that Plaintiff's FAC has been re-drafted specifically to address each of the deficiencies identified in Moving Defendants' initial motion. Although the new motion adds a few sentences characterizing the FAC's allegations as "conclusory, " ECF 41-1 at 3, the motion otherwise fails to address the new allegations added in the FAC. Because the court finds the FAC's jurisdictional allegations sufficiently factual and non-conclusory, and because the FAC's uncontroverted factual allegations allow the reasonable inferences necessary to support at least Plaintiff's alter ego theory, the court DENIES this motion to dismiss for lack of personal jurisdiction. Accordingly, the court need not address Plaintiff's agency or primary participant theories.
II. LEGAL STANDARD
Under Federal Rule of Civil Procedure 12(b)(2), a defendant may bring a motion to dismiss for lack of personal jurisdiction. Although the defendant is the moving party, the plaintiff bears the burden of making a prima facie showing of facts establishing personal jurisdiction by a preponderance of the evidence. Rio Properties, Inc. v. Rio Int 7 Interlink, 284 F.3d 1007, 1019 (9th Cir. 2002). When a court decides the motion before conducting a trial or evidentiary hearing, the plaintiff need only make a prima facie showing that personal jurisdiction exists. Ballardv. Savage, 65 F.3d 1495, 1498 (9th Cir. 1995). A plaintiff makes a prima facie showing if the plaintiff produces admissible evidence which, if believed, would be sufficient to establish the existence of personal jurisdiction. Harris Rutsky & Co. Ins. Servs., Inc. v. Bell & Clements Ltd., 328 F.3d 1122, 1129 (9th Cir. 2003). The court accepts as true the complaint's uncontroverted factual allegations and resolves any factual conflicts in the plaintiff's favor. Id. Otherwise, defendants could prevent plaintiffs from meeting their burden simply by contradicting plaintiffs' affidavits. Farmers Ins. Exchange v. Portage La Prairie Mut. Ins. Co., 907 F.2d 911, 912 (9th Cir.1990).
Where, as here, there is no applicable federal statute governing personal jurisdiction, the law of the state in which the district court sits applies. Harris Rutsky, 328 F.3d at 1129. California's long-arm statute allows courts to exercise personal jurisdiction over defendants to the extent permitted by the Due Process Clause of the United States Constitution. See Cal. Code Civ. Pro. § 410.10 ("A court of this state may exercise jurisdiction on any basis not inconsistent with the Constitution of this state or of the United States."); Harris Rutsky, 328 F.3d at 1129. Hence, the court "need only determine whether personal jurisdiction in this case would meet the requirements of due process." Id. Due process requires "that in order to subject a defendant to a judgment inpersonam, if he be not present within the territory of the forum, he have certain minimum contacts with it such that the maintenance of the suit does not offend traditional notions of fair play and substantial justice.'" International Shoe Co. v. Washington, 326 U.S. 310, 316 (1945).
Plaintiff does not argue that the Moving Defendants each individually had the necessary minimum contacts with California to give rise to a valid exercise of personal jurisdiction. Rather, Plaintiff contends that Defendant USPLabs had such contacts, and that those contacts can properly be imputed to Defendants Geissler, Doyle, OxyElite, and OxyElite PN for jurisdictional purposes. Since it is undisputed that USPLabs had the necessary contacts with the forum, the only question before the court is whether those contacts may be attributed to any of the Moving Defendants.
It is well established that a corporation-principal or parent-subsidiary relationship alone is insufficient to attribute the contacts of one to the other for jurisdictional purposes. However, contacts may be imputed where the two entities are alter egos. See Harris Rutsky, 328 F.3d at 1134. To satisfy the alter ego exception to the general presumption of corporate separateness, the plaintiff must make out a prima facie case that one exercises such control over the other so as to "render the latter the mere instrumentality of the former." Harris Rutsky, 328 F.3d at 1135. This can be done by showing:
1) that there is such unity of interest and ownership that the separate personalities of the two entities no longer exist; and
2) that failure to disregard their separate identities would result in fraud or injustice.
In California, common principles apply regardless of whether the alleged alter ego is based on piercing the corporate veil to attach liability to a shareholder or to hold a corporation liable as part of a single enterprise. "Because it is founded on equitable principles, application of the alter ego is not made to depend upon prior decisions involving factual situations which appear to be similar It is the general rule that the conditions under which a corporate entity may be disregarded ...