CHARLES P. KOCORAS, District Judge.
Now before the Court is Defendant Robert Bosch, GmbH's ("Bosch GmbH") motion to dismiss under Federal Rule of Civil Procedure 12(b)(2) and Plaintiff Snap-On Incorporated's ("Snap-On") motion to strike pursuant to Rule 12(f). For the following reasons, Snap-On's motion is denied, and Bosch GmbH's motion is denied.
Snap-On is incorporated under the laws of Delaware with its principal place of business in Kenosha, Wisconsin. On November 3, 2009, Snap-On filed a complaint against Robert Bosch, LLC ("Bosch USA"), alleging that Bosch USA infringed on several of its patents relating to a wheel alignment system used to repair automobiles. On August 18, 2011, Snap-On filed an amended complaint, which added Bosch GmbH and Beissbarth GmbH ("Beissbarth") as defendants. Bosch GmbH and Beissbarth are corporations organized under the laws of Germany. Beissbarth and Bosch USA are subsidiaries of Bosch GmbH. The presidents of both subsidiaries hold high-level management positions at Bosch GmbH. Beissbarth and Bosch GmbH each distribute their products for sale in North America through Bosch USA.
According to Bosch GmbH's 2010 Annual Report, Bosch GmbH "is a leading global supplier of technology and services." It is comprised of Bosch GmbH and 350 subsidiaries and regional companies, including Beissbarth and Bosch USA. Bosch GmbH's subsidiaries are organized into "sectors and divisions." The "Automotive Aftermarket" ("AA") division is run by Bosch GmbH employee Robert Hanser ("Hanser"). Within AA is the "Business Units" sub-division, run by Bosch GmbH's employee Marco Faulenbach ("Faulenbach").
In October of 2007, Hanser issued a memorandum entitled "Strategy for the Success and Growth of the Bosch Automotive Aftermarket division." In the memo, Hanser expounds the belief that "the greatest opportunities in our market lie in the field of diagnostics." In attempting to reach its goal of "developing Bosch Diagnostics as a global player and [t]o become the global market leader, " Hanser announced a "significant step forward" in achieving that goal by Bosch GmbH's April 2007 acquisition of Beissbarth, whose "key focus is on chassis and axle alignment as well as brake test stands and test lines." According to Hanser, Beissbarth's acquisition meant "significant expansion for our product range in the area on non-contact, optical axle alignment technology."
Bosch GmbH's 2007 Annual Report recognized the United States as the company's "most important markets outside Germany." The report identified Bosch GmbH's acquisition of Beissbarth as an example of its expansion of its services business. The Annual Report also recognized Bosch GmbH's recent acquisition of two other foreign brake and wheel alignment companies.
In a March 13, 2008 press release, Bosch GmbH announced the acquisition of the Ashland, Virginia-based company Accu Industries Inc. ("Accu Industries"). A quote attributed to Hans-Peter Meyen ("Meyen"), a member of the AA's executive management, states that "we want to improve the distribution and service offered by our Bosch Diagnostics business unit in North America. In this market, Accu Industries is well established in the aftersales segment, and is therefore a logical extension to the business we already have in the U.S."
On November 28, 2008, Bosch GmbH supervisor Faulenbach gave a presentation titled "Product Launch: NAFTA Easy 3D Wheel Aligner." The presentation advertised the Easy 3D wheel aligner as a "joint engineering effort combining the best out of Bosch [GmbH] and Beissbarth engineering technology." On December 2, 2008, Bosch USA employee James Frazer sent an email to other Bosch USA employees relating to the topics which were discussed at the Bosch GmbH meeting. The email instructed the Bosch USA recipients to "provide detailed launch plans" for the Easy 3D wheel aligner that was the subject of the Bosch GmbH presentation four days prior. On December 14, 2008, Bosch GmbH employee Klaus Michael-Koch sent an email to several Bosch USA employees instructing them to attend a workshop on wheel aligners and brake testers to determine international needs which was to take place at Beissbarth's facility in Munich, Germany, on January 30, 2009.
On February 5, 2009 a meeting was held at Bosch USA's Broadview, Illinois office. Among those at the meeting included Faulenbach and Bosch GmbH's corporate controller Ulrich Thiele ("Thiele"). The meeting minutes reflect that a discussion took place regarding the Easy 3D wheel aligner, and that Faulenbach gave a presentation on the technical and financial goals concerning the introduction of the wheel aligner into the U.S. market.
On March 11, 2009, Faulenbach and Thiele attended another meeting at Bosch USA's Illinois office. Minutes of the meeting show that transfer and market prices of the wheel aligners were one of the topics discussed. Later internal correspondence indicates that Faulenbach and three other Bosch GmbH employees set the final transfer price structure. In response to an interrogatory, Bosch GmbH acknowledged that it provided technical assistance with respect to the allegedly infringing wheel aligner, but that such assistance was provided in Germany, and that the support ended prior to the launch of the wheel aligner in the United States market.
In May 2009, Bosch USA's Frazer sent an email to another Bosch USA employee, David Scribner ("Scribner") with the subject line "Re: Easy 3D Project Status." The email contained a request from Faulenbach that Scribner (1) reformat "open items, " (2) organize a teleconference with Beissbarth "to discuss and gain agreement, assign responsibilities and due dates, " and (3) "provide the final agreed OPL to [Faulenbach] by end of next week (6/5) together with a clear overview of the launch plan." A meeting was planned for July 30, 2009 where the Easy 3D wheel alignment system was on the agenda.
On July 14, 2009, Bosch GmbH's Vice President of Sales Gurcan Karakas ("Karakas") emailed Bosch USA employee James Graninger ("Graninger") and asked if Graninger had already presented the Easy 3D wheel aligner to Firestone, a potential customer for the wheel aligner. Graninger responded that the Easy 3D wheel system was still being evaluated in Ashland, Virginia, and that there were still software issues that needed to be resolved with Beissbarth. Karakas replied to Graninger and also sent the email to Faulenbach and Meyen, saying that Graninger's assessment "was not satisfactory at all, " and to "Pls clarify the situation rgd Easy 3D in NA during [Faulenbach's] visit." Karakas requested that the Bosch USA team members brief Faulenbach on the status of the Easy 3D system when he arrived in Illinois in the coming days.
A subsequent July 15, 2009 email indicates that Bosch USA employees were "on line" with three Beissbarth employees "conducting live tests" on the Easy 3D aligner. Upon the conclusion of the testing session it was agreed that one of the Beissbarth employees would ...