The opinion of the court was delivered by: Judge Joan B. Gottschall
MEMORANDUM OPINION & ORDER
Plaintiff MacNeil Automotive Products Limited ("MacNeil") sued Cannon Automotive Limited ("Cannon"), C.A. Holdings, plc ("C.A. Holdings"), and CAH Estates (1) Limited ("CAH Estates") over defective automobile floor mats produced by Cannon and supplied by MacNeil to auto manufacturers. Now before the court is the motion of C.A. Holdings and CAH Estates to dismiss MacNeil's Third Amended Complaint on grounds of forum non conveniens and for lack of personal jurisdiction pursuant to Federal Rule of Civil Procedure 12(b)(2). For the reasons explained below, the motion to dismiss on grounds of forum non conveniens is denied, and the motion to dismiss pursuant to Rule 12(b)(2) is denied as to CAH Estates. The court will conduct an evidentiary hearing to resolve the issue of jurisdiction over C.A. Holdings.
MacNeil, an Illinois corporation, manufactures and supplies automotive accessories such as floor liners and mats for various automobile manufacturers. Cannon, an English corporation, also manufactures and supplies rubber floor mats for automobiles. C.A. Holdings, incorporated in England, is Cannon's parent corporation. CAH Estates is a U.K. holding company and, like Cannon, is a wholly-owned subsidiary of C.A. Holdings.
A. Allegations in the Third Amended Complaint
According to the Third Amended Complaint, Mr. Edward Atkin and his family own almost all of the shares in both Cannon and C.A. Holdings, and Cannon is wholly owned and controlled by C.A. Holdings. Most of the officers and directors of Cannon and C.A. Holdings are identical. From his office at C.A. Holdings, Mr. Atkin runs Cannon's daily operations and exercises oversight over its management. Cannon has no significant assets and owes significant debts to C.A. Holdings. C.A. Holdings has acted as if Cannon's assets were its own, removing assets from Cannon and transferring them to C.A. Holdings for inadequate consideration. MacNeil further alleges that C.A. Holdings's other subsidiaries were created to hold and manage assets improperly transferred from Cannon. Cannon allegedly transferred a substantial real estate asset to CAH Estates for no consideration. The transferred property constituted substantially all of Cannon's assets, and Cannon was insolvent after the transfer.
Counts I-VII of the Third Amended Complaint are against Cannon; those counts are discussed in the court's opinion of October 26, 2012. See MacNeil Auto. Prods., Ltd. v. Cannon Auto. Ltd., No. 08 C 0139, 2012 WL 5306281 (N.D. Ill. Oct. 26, 2012). In the Third Amended Complaint, MacNeil alleges in count VIII that C.A. Holdings is the alter ego of Cannon and should be held jointly and severally liable in the event that MacNeil secures a judgment against Cannon. MacNeil alleges that the defendants have inadequately capitalized Cannon, have failed to follow corporate formalities, have failed to perform expected duties of directors in the best interests of Cannon, have used Cannon as a facade and trading vehicle for the operations and benefit of C.A. Holdings and its other subsidiaries, and have removed substantial assets from Cannon and placed them with other wholly-owned and controlled subsidiaries.
In count IX of the complaint, MacNeil alleges that C.A. Holdings exerted total control over the operations and business of Cannon such that it essentially was doing business through Cannon. C.A. Holdings, according to MacNeil, should be held jointly and severally liable in the event that MacNeil secures a judgment against Cannon.
Counts X and XI allege that Cannon transferred property to CAH Estates in violation of the Illinois Uniform Fraudulent Transfer Act ("IUFTA"), 740 Ill. Comp. Stat. 160/1, et seq. MacNeil alleges that Cannon was a debtor and that MacNeil was a creditor within the meaning of the IUFTA. Count X alleges that the transfer was made with the intent to hinder, delay or defraud MacNeil. MacNeil alleges that CAH Estates, the transferee, received the transfer in bad faith. Count XI alleges that Cannon did not receive reasonably equivalent value in exchange for the transfer, that Cannon was insolvent at the time of the transfer or as a result of the transfer, and that C.A. Holdings and CAH Estates were aware or had reasonable cause to believe that Cannon was insolvent.
MacNeil alleges that this court has personal jurisdiction over C.A. Holdings as it is the alter ego of Cannon, and due to its substantial control over Cannon. MacNeil further alleges that the court has personal jurisdiction over both C.A. Holdings and CAH Estates due to their participation in a fraudulent transfer of Cannon's assets in violation of Illinois law.
C.A. Holdings previously moved to dismiss the claims against it in MacNeil's Second Amended Complaint for lack of personal jurisdiction. C.A. Holdings argued that it was merely a holding company that had no contact with the United States. The court granted that motion on September 22, 2011, but then reconsidered its decision and vacated the order on June 22, 2012. MacNeil Auto. Prods., Ltd. v. Cannon Auto. Ltd., No. 08 C 0139, 2012 WL 2396121 (N.D. Ill. June 22, 2012). The court stated that it would hold an evidentiary hearing on the question of jurisdiction and ordered the parties to confer as to what discovery was necessary. Id. at *4. No date for an evidentiary hearing as to jurisdiction was set. MacNeil then filed a Third Amended Complaint on June 29, 2012, adding CAH Estates as a third defendant. (Third Am. Compl., ECF No. 369.) C.A. Holdings and CAH Estates moved to dismiss the Third Amended Complaint on August 17, 2012. (Mot. Dismiss, ECF No. 410.)
Proceeding before the magistrate judge for discovery, MacNeil moved to compel discovery requests on August 31, 2012. (Mot. Compel Disc., ECF No. 420.) That motion remains pending after numerous status hearings before the magistrate judge, although the magistrate judge directed the parties to meet and confer to resolve their discovery disputes. MacNeil filed a status report on discovery matters on November 2, 2012, stating its view that the defendants had failed to provide information regarding the transfer of property from Cannon to CAH Estates, minutes of meetings related to the issue of corporate formalities, and communications from company employees and Edward Atkin. MacNeil further ...