The opinion of the court was delivered by: J. Phil Gilbert District Judge
This matter comes before the Court on defendant Syngenta AG's ("SAG") motion to dismiss pursuant to Federal Rule of Civil Procedure 12(b)(2) for lack of personal jurisdiction (Doc. 26). The plaintiffs have responded to the motion (Doc. 112), and SAG has replied to that response (Doc. 134). The plaintiffs have submitted supplemental authority in opposition to the motion (Doc. 186), and SAG has responded to that supplemental authority (Doc. 187). The plaintiffs also move to strike portions of two declarations SAG submitted in support of its motion to dismiss (Doc. 121). SAG has responded to that motion (Doc. 128). The Court heard argument on the motion to dismiss on July 27, 2011.
The plaintiffs, who are all providers of water to the public, have sued Syngenta Crop Protection, Inc. ("SCPI") and SAG alleging they are responsible for manufacturing atrazine, an herbicide, and selling it to farmers knowing it had great potential to run off of crop land and into bodies of water, including the bodies of water from which water providers like the plaintiffs draw their raw water. The plaintiffs seek to hold SCPI and SAG liable for the costs they have incurred to test and monitor levels of atrazine and to remove it from their raw water, the costs that will be required for each plaintiff to construct, install, operate and maintain a special filtration system to filter atrazine from its raw water in the future, and for punitive damages.
SAG moves to dismiss the claims against it for lack of personal jurisdiction. Specifically, it argues that, as a Swiss corporation, it does not have sufficient contacts with the state of Illinois to be subject to suit in a federal court sitting in Illinois and that the Illinois contacts of SCPI, a subsidiary company, cannot be attributed to SAG for the purposes of personal jurisdiction. It further states that SCPI is the appropriate defendant and has entered an appearance in this case.
The plaintiffs present evidence of an elaborate web of corporate relationships between various "Syngenta" entities and argue that the amount of control SAG has over SCPI is sufficient to justify imputing its Illinois contacts to SAG for jurisdictional purposes.
A. Standard for Dismissal
When personal jurisdiction is challenged under Federal Rule of Civil Procedure 12(b)(2), the plaintiff bears the burden of establishing personal jurisdiction over a defendant. Purdue Research Found. v. Sanofi-Syntholabo, S.A., 338 F.3d 773, 782 (7th Cir. 2003) (citing Central States, S.E. & S.W. Areas Pension Fund v. Reimer Express World Corp., 230 F.3d 934, 939 (7th Cir. 2000)). If there are material facts in dispute regarding the Court's jurisdiction over a defendant, the Court must hold an evidentiary hearing at which the plaintiff must establish jurisdiction by a preponderance of the evidence. Purdue Research, 338 F.3d at 782 (citing Hyatt Int'l Corp. v. Coco, 302 F.3d 707, 713 (7th Cir. 2002)). Alternatively, the Court may decide the motion to dismiss without an evidentiary hearing based on the submitted written materials so long as it resolves all factual disputes in the plaintiff's favor. Purdue Research, 338 F.3d at 782 (citing RAR, Inc. v. Turner Diesel, Ltd., 107 F.3d 1272, 1276 (7th Cir. 1997)); see Tamburo v. Dworkin, 601 F.3d 693, 700 (7th Cir.), cert. denied, 131 S. Ct. 567 (2010). If the Court consults only the written materials, the plaintiff need only make a prima facie showing of personal jurisdiction. Purdue Research, 338 F.3d at 782 (citing Hyatt, 302 F.3d at 713); Tamburo, 601 F.3d at 700.
Here, the Court considered only the written materials and the oral argument. Thus, the plaintiffs' burden is to make a prima facie showing of personal jurisdiction.
A federal court sitting in diversity looks to the personal jurisdiction law of the state in which the court sits to determine if it has personal jurisdiction over a defendant. Hyatt Int'l Corp. v. Coco, 302 F.3d 707, 713 (7th Cir. 2002) (citing Dehmlow v. Austin Fireworks, 963 F.2d 941, 945 (7th Cir. 1992)). Thus, this Court applies Illinois law. Under Illinois law, a court has personal jurisdiction over a defendant if an Illinois statute grants personal jurisdiction and if the exercise of personal jurisdiction is permissible under the Illinois and United States constitutions. RAR, Inc. v. Turner Diesel, Ltd., 107 F.3d 1272, 1276 (7th Cir. 1997); Wilson v. Humphreys (Cayman) Ltd., 916 F.2d 1239 (7th Cir. 1990).
1. Illinois Statutory Law
Under Illinois law, the long-arm statute permits personaljurisdiction over a party to the extent allowed under the due process provisions of the Illinois and United States constitutions. 735 ILCS 5/2-209(c); Hyatt Int'l Corp. v. Coco, 302 F.3d 707, 714 (7th Cir. 2002); Central States, S.E. & S.W. Areas Pension Fund v. Reimer Express World Corp., 230 F.3d 934, 940 (7th Cir. 2000). Therefore, whether the Court has jurisdiction over a defendant depends on whether such jurisdiction is permitted by federal and state constitutional standards.
2. Illinois Constitutional Law
The Illinois Constitution's due process guarantee, Ill. Const. art. I, § 2, permits the assertion of personal jurisdiction "when it is fair, just, and reasonable to require a nonresident defendant to defend an action in Illinois, considering the quality and nature of the defendant's acts which occur in Illinois or which affect interests located in Illinois." Rollins v. Ellwood, 565 N.E.2d 1302, 1316 (Ill. 1990). When interpreting these principles, a court may look to the construction and application of the federal due process clause. Id. In fact, the Seventh Circuit Court of Appeals has suggested that there is no operative difference between Illinois and federal due process limits on the exercise of personal jurisdiction. Hyatt Int'l Corp. v. Coco, 302 F.3d 707, 715 (7th Cir. 2002) (citing RAR, Inc. v. Turner Diesel Ltd., 107 F.3d 1272, 1276 (7th Cir. 1997)). The Court sees nothing in this case indicating that in this particular situation the federal and state standards should reach a different result. Therefore, if the contacts between the defendant and Illinois are sufficient to satisfy the requirements of federal due process, then the requirements of both the Illinois long-arm statute and the Illinois Constitution have also been met, and no other inquiry is necessary.
3. Federal Constitutional Law
The Due Process Clause of the Fourteenth Amendment limits when a state may assert personal jurisdiction over nonresident individuals and corporations. See Pennoyer v. Neff, 95 U.S. 714, 733 (1877), overruled on other grounds by Shaffer v. Heitner, 433 U.S. 186 (1977). Under federal due process standards, a court can have personal jurisdiction over a defendant only if the defendant has "certain minimum contacts with [the forum state] 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) (quoting Milliken v. Meyer, 311 U.S. 457, 463 (1940)). The defendant must have purposefully established such minimum contacts with the forum state such that it "should reasonably anticipate being haled into court there," World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 297 (1980), because it has "purposefully avail[ed] itself of the privilege of conducting activities within the forum State, thus invoking the benefits and protections of its laws," Hanson v. Denckla, 357 U.S. 235, 253 (1958). Burger King Corp. v. Rudzewicz, 474-75 (1985); see J. McIntyre Mach., Ltd. v. Nicastro, 131 S. Ct. 2780, 2788 (2011) (Kennedy, J., plurality opinion). In deciding whether exercising jurisdiction offends traditional notions of fair play and substantial justice, the Court may also consider "the burden on the defendant, the interests of the forum State, and the plaintiff's interest in obtaining relief." Asahi Metal Indus. Co. v. Superior Court of Cal., 480 U.S. 102, 113 (1987).
What this standard means in a particular case depends on whether the plaintiff asserts "general" or "specific" jurisdiction. Specific jurisdiction refers to jurisdiction over a defendant in a suit arising out of or related to the defendant's contacts with the forum. Hyatt Int'l Corp. v. Coco, 302 F.3d 707, 716 (7th Cir. 2002) (citing Helicopteros Nacionales de Colombia, S.A. v. Hall, 466 U.S. 408, 414 nn. 8, 9 (1984)). General jurisdiction, on the other hand, may exist even in suits that do not rise out of or relate to the defendant's contacts so long as the defendant has "continuous and systematic" contacts with the forum state. Hyatt, 302 F.3d at 713; Helicopteros Nacionales, 466 U.S. at 416.
The parties do not really dispute that the Illinois contacts of SAG, as an independent entity, are insufficient to confer specific or general jurisdiction. However, the plaintiffs argue that SCPI's contacts with Illinois can be imputed to SAG for personal jurisdiction purposes because of the degree of control SAG exercises over SCPI. If SCPI's Illinois contacts can be imputed to SAG for personal jurisdiction purposes, there would be no question that the Court has personal jurisdiction over SAG. Therefore, the resolution of this motion to dismiss turns on whether SCPI's contacts with Illinois can be imputed to SAG for jurisdictional purposes.
Ordinarily, the jurisdictional contacts of a subsidiary corporation are not imputed to the parent corporation. Purdue Research Found. v. Sanofi-Syntholabo, S.A., 338 F.3d 773, 788 n. 17 (7th Cir. 2003) (citing Central States, S.E. & S.W. Areas Pension Fund v. Reimer Express World Corp., 230 F.3d 934, 943-44 (7th Cir. 2000)). "[C]onstitutional due process requires that personal jurisdiction cannot be premised on corporate affiliation or stock ownership alone where corporate formalities are substantially observed and the parent does not exercise an unusually high degree of control over the subsidiary." Reimer Express, 230 F.3d at 943. However, where corporate formalities are not observed such that piercing the corporate veil is warranted or where a parent dominates the subsidiary, a court may have personal jurisdiction over a parent based on the subsidiary's contacts. See, e.g., id. at 945; Mart v. Berkshire Hathaway, Inc., No. 3:10 CV 118, 2011 WL 924281, * 4 (N.D. Ind. 2011). The same is true where the subsidiary is acting solely as the parent's agent, and the parent is simply doing business through its subsidiary to ...