United States District Court, N.D. California
ORDER GRANTING DEFENDANTS APCO HOLDINGS, LLC AND
ONTARIO TEACHERS' PENSION PLAN BOARD'S MOTIONS TO
DISMISS; AFFORDING PLAINTIFF LEAVE TO AMEND RE: DKT. NO. 56,
M. CHESNEY UNITED STATES DISTRICT JUDGE
the Court is defendants APCO Holdings, LLC and Ontario
Teachers' Pension Plan Board's (collectively,
“Moving Defendants”) motion, filed August 7,
2017, to dismiss plaintiff Henry Matoza's
(“Matoza”) First Amended Complaint
(“FAC”), pursuant to Rule 12(b)(2) of the Federal
Rules of Civil Procedure, for lack of personal jurisdiction.
In the alternative, Moving Defendants seek either dismissal,
pursuant to Rule 12(b)(6), for failure to state a claim, or
an order for a more definite statement, pursuant to Rule
12(e). Matoza has filed opposition, to which Moving
Defendants have replied.
read and considered the papers filed in support of and in
opposition to the motion, the Court deems the matter
appropriate for determination on the parties' respective
written submissions, VACATES the hearing scheduled for
September 15, 2017, and rules as follows.
opposing a defendant's motion to dismiss for lack of
personal jurisdiction, the plaintiff bears the burden of
establishing that jurisdiction is proper.” See
Ranza v. Nike, 793 F.3d 1059, 1068 (9th Cir. 2015)
(internal quotation and citation omitted). Where “the
defendant's motion is based on written materials rather
than an evidentiary hearing, ” the plaintiff must
“make a prima facie showing of jurisdictional
facts.” See id. (internal quotation and
citation omitted). Here, as set forth below, the Court finds
Matoza has failed to make the requisite showing.
argument with respect to the Court's personal
jurisdiction over Moving Defendants is predicated on the
theory that Moving Defendants are alter egoes of their
subsidiaries, namely, defendants Automobile Corporation
(“APCO”) and Warranty Support Services, LLC
(“WSSL”). “The existence of a
parent-subsidiary relationship is insufficient on its own,
” however, “to justify imputing one entity's
contacts with a forum state to another for the purpose of
establishing personal jurisdiction.” See id.
at 1070. Although “personal jurisdiction may be
established where the parent and subsidiary have an
“alter ego relationship, ” the party asserting
such relationship must show the parent and subsidiary
“are not really separate entities.” See
id. at 1071 (internal quotation and citation omitted).
“To satisfy the alter ego test, a plaintiff must make
out a prima facie case (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.” See id. at 1073. As set forth
below, the Court agrees with Moving Defendants that neither
the allegations in the FAC nor the evidence submitted by
Matoza, whether considered separately or in combination,
suffices to make the requisite showing.
the FAC includes no factual allegations in support of
Matoza's conclusory allegation that “all defendants
. . . are . . . alter-egoes of all other listed
defendants” (see FAC ¶ 11), let alone any
factual allegations addressing either prong of the alter ego
test, see Ashcroft v. Iqbal, 556 U.S. 662, 678-79
(2009) (holding complaint subject to dismissal where it lacks
“sufficient factual matter” to support its
“legal conclusions”); Sandoval v. Ali,
34 F.Supp.3d 1031, 1040 (N.D. Cal. 2014) (holding
“plaintiff must allege specifically both of the
elements of alter ego liability, as well as facts supporting
each”) (internal quotation and citation omitted).
Matoza's efforts to supplement his allegations are
unavailing. In particular, the exhibits on which Matoza
relies to show that Moving Defendants are majority owners of
APCO and share with APCO and WSSL a common address and some
management personnel, even if accepted as evidence of those
additional facts, do not suffice to establish an alter ego
relationship. See Ranza, 793 F.3d at 1073 (holding
“[t]otal ownership and shared management personnel are
alone insufficient to establish the requisite level of
control” for alter ego test; dismissing complaint where
plaintiff presented no evidence constituting “signs of
a sham corporate veil”).
the Court finds that, to the extent the FAC alleges claims
against Moving Defendants, it is subject to dismissal for
lack of personal jurisdiction. If Matoza wishes to proceed
against Moving Defendants, he shall file, no later than
September 26, 2017, a Second Amended Complaint, alleging
therein facts sufficient to support a finding of personal
jurisdiction over Moving Defendants. Matoza may not, however,
add any new parties or claims without first obtaining leave
of court. See Fed.R.Civ.P. 15(a)(2). If Matoza does
not file a Second Amended Complaint within the time provided,
the instant action will proceed on the claims in the FAC
against the remaining defendants.
IS SO ORDERED.
 Neither party has requested the Court
hold an evidentiary hearing.
 To date, neither APCO nor WSSL has
raised a challenge based on personal jurisdiction; rather,
both have moved to compel arbitration.
 In light thereof, the Court does not
consider herein Moving Defendants' arguments under Rule