466 U.S. at 416, 104 S.Ct. 1868. As noted above, there is a
catch. The claims in the complaint must relate to, or arise out
of, the contacts with the forum. Vitro argues that LaSalle cannot
meet this latter requirement. LaSalle argues that the claims do
arise out of certain Illinois contacts. Specifically, Anchor —
Vitro's former indirect subsidiary — had a manufacturing plant in
Waukegan, Illinois, and that plant was responsible for some of
the debts that later were assumed by the purchaser in the
We do not find this argument persuasive. It rests on a skewed
interpretation of the complaint. In order to make the argument
work, LaSalle implies that its current claims relate to the
specific debts in Illinois. If true, you would expect that the
complaint would discuss some of the details and facts concerning
such debts. Yet, as we read the complaint, it focuses solely on
how those debts were later treated in the sale (i.e., why did
the purchaser assume those debts rather than paying cash?) and
does not hinge on anything unique to those debts. In its
supplemental response brief, LaSalle seems to recognize this
point when it states that this case "centers around . . . the
manner in which Anchor's assets were managed, marketed and sold
in Anchor's bankruptcy proceeding." (LaSalle Am.Resp. at 3.) In
other words, the whole focus of the complaint is on the
negotiations and sale of Anchor. LaSalle has not disputed Vitro's
assertion that these activities took place either in New York or
Delaware. Indisputably, these activities did not take place in
In sum, LaSalle's argument is too attenuated. As the Seventh
Circuit stated in RAR, the fact that a suit — "in a certain
sense" — is related to the forum contacts is not enough. "We do
not think  that using such a loose causal connection between a
suit and a defendant's forum contacts as the basis for personal
jurisdiction comports with fair play and substantial justice."
107 F.3d at 1278. Here, the alleged connection is (at best) such
a "loose causal connection." Id.
II. General Jurisdiction.
We now address the argument for general jurisdiction. As noted
above, general jurisdiction requires continuous and systematic
general business contacts with the forum state. Helicopteros,
466 U.S. at 416, 104 S.Ct. 1868. As one court stated, these
contacts must be "extensive and persuasive." Reliance Steel
Prods. v. Watson, Ess, Marshall, 675 F.2d 587, 589 (3d Cir.
1982) (a case cited by LaSalle). Both parties recognize that this
question is a fact-specific inquiry that cannot be reduced to any
rote formula. In this case, there is additional layer of
analysis. LaSalle not only argues that Vitro itself has contacts
sufficient to confer jurisdiction, but also that Vitro's U.S.
subsidiaries also have contacts, which should be imputed to
Vitro. We examine each argument in turn.
A. Vitro's Direct Contacts.
The only direct basis for finding jurisdiction over Vitro
(i.e. without relying on the contacts of its subsidiaries) is
Vitro's operation of a website accessible by Illinois
residents.*fn4 LaSalle argues that, under appropriate
circumstances, internet activity may be sufficient to establish
Not surprisingly, in light of the explosion of websites, courts
have started to grapple with this issue. Although the Seventh
Circuit has not yet addressed this issue, a number of courts have
categorized websites into one of three kinds for purposes of
personal jurisdiction. First, there are certain active websites
that clearly can be used to invoke personal jurisdiction.
International Star Registry of Illinois v. Bowman-Haight
Ventures, Inc., 1999 WL 300285, *4 (N.D.Ill. May 6, 1999) (J.
Hart). An example of such a site is one in which the company
actively sells its products directly over the internet. Second,
there are passive sites where the defendant merely posts
information on the internet. These types are clearly not enough
to establish personal jurisdiction. Id. at *4-5. Third, there
are websites that do not allow direct sales but that do allow the
user to exchange information with the host computer. Such sites
do suffice to establish personal jurisdiction, especially where
the latter component is present. Id.
LaSalle argues that Vitro's website is "interactive" and
therefore falls within this third category. It points out that
the website has the following features: (1) an e-mail button to
obtain financial information on Vitro; (2) an e-mail button for
members of the media; (3) a customer service page that allows a
person (with an appropriate identification and password) to
directly interact electronically with customer service
representatives; (4) access to on-line catalogs of Vitro's
products; and (5) a list of "contact" persons (with e-mail
addresses) for further information on these products.
Although the above features do evidence a minimal level of
"interactivity," there is no interactivity with action taken by
Vitro as a result of individual communication. Rather, the Vitro
website is a passive website in category two, which is not enough
to confer jurisdiction. As an initial point, there is no
suggestion that Vitro is using the website to sell products
directly over the internet. In addition, the website describes
itself as "a resource for customers, investors and others
interested in the company." (LaSalle Am.Resp. at 13.) The
following quotation taken from the website confirms this point:
We hope this site will tell you more about our: 1)
various businesses and the markets we serve; 2)
facilities in seven countries, including Mexico and
the United States; 3) associations and strategic
alliances with other corporations around the world.
Id. A website set up as a resource for telling customers more
about a company is a passive website. Cf. Resuscitation
Technologies, Inc. v. Continental Health Care Corp., 1997 WL
148567, *5-6 (S.D.Ind. March 24, 1997) (an initial internet
solicitation led to "numerous and continuous" email messages
"over a period of months"); Maritz, Inc. v. Cybergold, Inc.,
947 F. Supp. 1328, 1330 (E.D.Mo. 1996) (internet users are added
to a mailing list and are given their own electronic
Vitro raises an even stronger argument. It points out that the
all of the cases relied upon by LaSalle considered whether
operation of a website conferred specific and not general
jurisdiction. As we have concluded above, there is no basis for
specific jurisdiction here, and therefore LaSalle must meet a
higher threshold of contacts to establish general jurisdiction.
We do not think the type of website described here is enough to
meet that rigorous standard. In fact, Vitro states that (to its
knowledge) no court has ever found general jurisdiction based
on the operation of a web site that does not provide for direct
sales. LaSalle has not provided any cases to dispute this
assertion. See Molnlycke Health Care AB v. Dumex Medical
Products Ltd., 64 F. Supp.2d 448, 451 (E.D.Pa. 1999) (rejecting
the argument that there was general jurisdiction based on the
operation of a website: "[t]o hold that the possibility of
ordering products from a website establishes general jurisdiction
would effectively hold that any corporation with such a website
is subject to general jurisdiction in every state. The court is
not willing to take such a step."); IDS Life Ins. Co. v.
SunAmerica, Inc., 958 F. Supp. 1258, 1268 (N.D.Ill. 1997)
("Plaintiffs ask this court to hold that any defendant who
advertises nationally or on the Internet is subject to its
jurisdiction. It cannot plausibly be argued that any defendant
who advertises nationally could expect to be haled into court in
any state, for a cause of action that does not relate to the
advertisements.") (emphasis added), aff'd in part, vacated in
part on other grounds, 136 F.3d 537 (7th Cir. 1998).
B. Vitro's Subsidiaries Contacts.
We finally turn to what may be LaSalle's best argument. It
argues that Vitro has a number of U.S. subsidiaries that
collectively have sufficient contacts with Illinois to justify
jurisdiction over Vitro. This argument must overcome two hurdles.
First, in order to rely on contacts of the subsidiaries, LaSalle
faces an initial hurdle of showing that it is appropriate to
impute the acts of the subsidiary to the parent. Second, LaSalle
must show that there are sufficient contacts on the part of these
subsidiaries to justify jurisdiction over them and thus, by
extension, over Vitro. Vitro argues that LaSalle cannot meet
either of these two separate requirements. We will first address
the question of the subsidiaries contacts, and then will turn to
the former question of whether it is appropriate to attribute
those acts to the parent corporation.
1. Jurisdictional Contacts Of Vitro's Subsidiaries.
LaSalle relies on two main arguments for concluding that
Vitro's subsidiaries themselves have sufficient contacts to
establish general jurisdiction over them.
In its original complaint, LaSalle focused primarily on the
activities of one particular subsidiary — namely, Anchor. LaSalle
argued that general jurisdiction over Anchor existed based on the
fact that Anchor owned a manufacturing plant located in Waukegan,
Illinois. In response to this argument, Vitro pointed out that
this plant was closed in the first seven months of 1995 and sold
in May, 1996.*fn6 LaSalle filed this complaint in December of
1998 — more than two and a half years after the plant was sold
and more than three years after it was closed. Vitro argues that
this contact is not relevant because general jurisdiction only
considers those contacts that exist at the time of the filing of
To support this latter proposition, Vitro relies on Reeves v.
The Baltimore & Ohio Railroad Co., 171 Ill. App.3d 1021, 122 Ill.
Dec. 145, 526 N.E.2d 404 (1988), in which the Illinois Appellate
court stated that the "focus, for jurisdictional purposes, must
 necessarily be upon the time the nonresident defendant became
a party to the suit or was served with process." Id. at 408,
122 Ill.Dec. 145. The rationale is that a corporation should be
able to plan its activities and should be able "alleviate the
risk of burdensome litigation by . . . severing its connection
with the [forum] State." World-Wide Volkswagen Corp. v.
Woodson, 444 U.S. 286, 297, 100 S.Ct. 559, 62 L.Ed.2d 490
(1980). At the same time, as pointed out by the Seventh Circuit
in Michael J. Neuman & Assocs. v. Florabelle Flowers, Inc.,
15 F.3d 721, 724 (7th Cir. 1994), the Illinois appellate court in
Reeves did not say that the sole focus should be on the time
of the filing of the complaint, just that the critical focus
should be. See Reeves, 122 Ill.Dec. 145, 526 N.E.2d at 408
("Although we find that the court should review contacts over
this entire period, we note that the critical point of the focus
inquiry must be upon the time that the defendant is made a party
to the suit and is served with process.").
Applying this standard, we find that Anchor's contacts are not
enough for general jurisdiction. Although we have considered the
existence of the Waukegan plant, we do not think that it is
enough given that the plant ceased operations more three years
before the filing of the complaint.
Rather than focus on the contacts of Anchor, as it did in its
initial complaint, LaSalle has cast a wider net and now relies on
the contacts of nine other subsidiaries of Vitro. In this second
argument, LaSalle asserts that the nine subsidiaries produced
products that were ultimately sold to Illinois residents.*fn7
Based on information obtained in discovery, LaSalle asserts that
these nine subsidiaries had a combined 1998 sales to
"destinations in Illinois" of approximately $6 million.*fn8
Vitro argues that this amount of sales is de minimus. At
first glance, six million in sales does not seem de minimis, as
courts have found personal jurisdiction based on a smaller amount
of sales in the forum. See, e.g., Deere & Co. v. Howard Price
Turf Equip., Inc., 1999 WL 1101215, *3 (N.D.Ill.Dec.1, 1999)
(personal jurisdiction existed "where Defendant derived over 5.5%
of its annual revenues from Illinois (approximately $400,000 of
its total annual sales of $7-7.5 million)").
To fully address this argument, it would be helpful to know
what percentage the Illinois sales are of the total sales by
these subsidiaries. Neither party has provided such information.
There is also a legal question lurking here. Vitro suggests that
it is not proper in this type of situation to aggregate the
contacts of the different subsidiaries. Neither party has
directed us to any case law on this issue. Fortunately, we need
not definitively decide this point because, even assuming that
the contacts may be aggregated and that they are significant,
there are not grounds for imputing these contacts to Vitro.
2. Jurisdiction Over A Parent Based On Contacts Of
Our analysis begins with the general rule (cited by Vitro) that
"[j]urisdiction over a subsidiary is not sufficient to confer
jurisdiction over an out-of-state parent." Gruca v. Alpha
Therapeutic Corp., 19 F. Supp.2d 862, 864-65 (N.D.Ill. 1998). Of
course, there is an exception to this rule. If the parent
sufficiently controls the subsidiary, then courts will impute the
acts of the subsidiary to the parent. Yet, the general rule
assumes that there will be some control in the normal
parent/subsidiary relationship. See generally IDS Life Ins. Co.
v. SunAmerica Life Ins. Co., 136 F.3d 537, 540 (7th Cir. 1998)
("[p]arents of wholly owned subsidiaries necessarily control,
direct, and supervise the subsidiaries to some extent"). The
problem thus faced by courts is determining just how much control
is enough to fall within the exception.
As described more fully in Gruca, Illinois utilizes two
approaches in determining how much control is enough. 19
F. Supp.2d at 866. The first approach is the traditional test for
piercing the corporate veil. In this case, the facts do not meet
this test. See id. There is no evidence that any of Vitro's
subsidiaries failed to comply with corporate formalities or were
undercapitalized. LaSalle concedes that the subsidiaries issued
their own financial statements.
Of course, as LaSalle points out, there is a difference between
finding a parent susceptible to jurisdiction in a given forum
versus finding such parent liable for the debts of its
subsidiary. For this reason,
the second approach is more flexible and simply asks whether the
parent has substantially controlled the subsidiary. In other
words, the degree of control required is less than that needed to
meet the traditional test for piercing the corporate veil. Again,
how much control needed is hard to state with any precision. As
set forth in Gruca, courts have considered a number of factors,
which include whether the parent arranged financing for the
subsidiary, whether separate books, tax returns and financial
statements are kept, and whether the officers or directors are
the same. Id. at 866-67.
LaSalle generally asserts that Vitro is a "super-corporation"
that actively controls its subsidiaries. LaSalle specifically
relies on a number of facts to support this claim. For purposes
of our analysis, these facts fall into two basic categories.
The first category consists of facts tending to show that Vitro
"represented" itself as one larger super corporation. LaSalle
says that Vitro made representations to this effect on its
website and in various public filings. For example, LaSalle
points to the following statement on the website:
Grupo Vitro produces glass containers, flat glass,
automotive glass, glassware, plastic containers,
aluminum cans and household appliances.
Vitro supplies numerous industries, including
automotive, containers, construction, household and
Based in Monterey, Mexico, and founded in 1909, Grupo
Vitro has strategic alliances with fifteen
international corporations around the world. Vitro
operates more than 100 facilities in seven countries,
including Mexico and the United States, and exports
products to more than 70 countries worldwide.
(LaSalle Am.Resp. at 4.) In addition, Vitro's legal counsel once
wrote a letter to the Pension Benefit Guaranty Corporation, in
which he stated as follows:
Finally, most of Vitro's U.S. subsidiaries are
essentially sales outlets for Vitro's products in the
United States. Without Vitro's continuing supply of
product, they have no going concern value.
(Id. at 4-5.)