Hill v. R + L Carriers Inc, No. 4:2009cv01907 - Document 105 (N.D. Cal. 2009)
Court Description: **NOTE REVISED DOCKET ENTRY TEXT** ORDER GRANTING 24 MOTION to Dismiss For Lack of Personal Jurisdiction filed by R+L Carriers Shared Services, LLC, R + L Carriers Inc. Signed by Judge Claudia Wilken on 12/7/2009. (cwlc2, COURT STAFF) (Filed on 12/7/2009) Modified on 12/7/2009 (cwlc2, COURT STAFF). Modified on 12/7/2009 (cwlc2, COURT STAFF). Modified on 12/7/2009 (cwlc2, COURT STAFF).
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Hill v. R + L Carriers Inc Doc. 105 1 2 3 4 5 IN THE UNITED STATES DISTRICT COURT 6 7 FOR THE NORTHERN DISTRICT OF CALIFORNIA 8 No. C 09-01907 CW 9 GLENN HILL, United States District Court For the Northern District of California 10 11 12 ORDER GRANTING DEFENDANT R+L CARRIERS, INC.’S MOTION TO DISMISS (Docket No. 24) Plaintiff, v. R+L CARRIERS, INC.; R+L CARRIERS SHARED SERVICES, LLC, 13 Defendants. 14 / 15 Defendant R+L Carriers, Inc. moves to dismiss Plaintiff Glenn 16 Hill’s claims against it for lack of personal jurisdiction. 17 Defendant R+L Carriers Shared Services, LLC (Shared Services) does 18 not join the motion. Plaintiff opposes the motion. The motion was 19 taken under submission on the papers. Having considered all of the 20 papers filed by the parties, the Court GRANTS R+L Carriers, Inc.’s 21 motion. 22 BACKGROUND 23 This action arises out of Plaintiff’s allegations that R+L 24 Carriers, Inc. and Shared Services violated the Fair Labor 25 Standards Act and various California wage and hour laws. He claims 26 that, among other things, Defendants erroneously classified him as 27 exempt from overtime pay, failed to provide meal and rest breaks 28 Dockets.Justia.com 1 and did not maintain proper timekeeping records. 2 recover various compensatory and statutory damages on behalf of 3 himself and a class of persons similarly situated. United States District Court For the Northern District of California 4 He seeks to R+L Carriers, Inc. is a privately-held entity incorporated and 5 headquartered in Wilmington, Ohio. 6 Roberts; Mary D. Roberts; Ralph L. Roberts, II; Roby L. Roberts; 7 and Michelle Carpenter. 8 holding company and does not itself engage in any motor carrier 9 operations. It is owned by Ralph L. Brake Decl. ¶ 2. Brake Decl. ¶ 2. R+L Carriers, Inc. is a It is not registered to do business 10 in California, nor does it have a registered agent for service of 11 process in the state. Brake Decl. ¶ 5. 12 Shared Services is headquartered in Wilmington, Ohio. 13 privately-held limited liability company owned by R+L Carriers, 14 Inc.; R+L Transfer, Inc.; Gator Freightways, Inc.; Greenwood Motor 15 Lines, Inc.; Paramount Transportation Systems, Inc.; and RLR 16 Investments, LLC. 17 administrative employees” to the aforementioned entities, except 18 for R+L Carriers, Inc. and RLR Investments. 19 Shared Services is registered to do business in California and does 20 not dispute the Court’s jurisdiction over it. 21 It is a The company provides “operations and Brake Decl. ¶ 3. R+L Carriers, Inc. owns 2.67 percent of Shared Services. 22 Brake Decl. ¶ 3. 23 Shared Services’ board of directors and as Shared Services’ 24 officers. 25 registered service mark for “R+L Carriers,” which it permits Shared 26 Services to use. 27 receive an employee handbook, entitled “R+L Carriers Employee 28 Handbook,” which states, Some of R+L Carriers, Inc.’s owners serve on Nelson Decl., Ex. 8. R+L Carriers, Inc. owns a Brake Repl. Decl. ¶ 2. 2 Shared Services employees 1 2 3 Our truck line is known to our customers as R+L CARRIERS. However, R+L CARRIERS is not your employer. You are employed by R+L CARRIERS SHARED SERVICES, LLC. For purposes of this handbook only, the terms “company”, “employer” and R+L as used in this handbook refer to R+L Carriers Shared Services, LLC. 4 Brake Decl., Ex. A at 5. 5 LEGAL STANDARD 6 Under Rule 12(b)(2) of the Federal Rules of Civil Procedure, a 7 defendant may move to dismiss for lack of personal jurisdiction. 8 The plaintiff then bears the burden of demonstrating that the Court 9 has jurisdiction. Schwarzenegger v. Fred Martin Motor Co., 374 United States District Court For the Northern District of California 10 F.3d 797, 800 (9th Cir. 2004). The plaintiff "need only 11 demonstrate facts that if true would support jurisdiction over the 12 defendant." Ballard v. Savage, 65 F.3d 1495, 1498 (9th Cir. 1995). 13 Uncontroverted allegations in the complaint must be taken as true. 14 AT&T v. Compagnie Bruxelles Lambert, 94 F.3d 586, 588 (9th Cir. 15 1996). However, the court may not assume the truth of such 16 allegations if they are contradicted by affidavit. Data Disc, Inc. 17 v. Systems Technology Associates, Inc., 557 F.2d 1280, 1284 (9th 18 Cir. 1977). If the plaintiff also submits admissible evidence, 19 conflicts in the evidence must be resolved in the plaintiff's 20 favor. AT&T, 94 F.3d at 588. 21 There are two independent limitations on a court's power to 22 exercise personal jurisdiction over a non-resident defendant: the 23 applicable state personal jurisdiction rule and constitutional 24 principles of due process. Sher v. Johnson, 911 F.2d 1357, 1361 25 (9th Cir. 1990); Data Disc, Inc, 557 F.2d at 1286. California's 26 jurisdictional statute is co-extensive with federal due process 27 requirements; therefore, jurisdictional inquiries under state law 28 3 1 and federal due process standards merge into one analysis. 2 Sipa Press, Inc., 987 F.2d 580, 587 (9th Cir. 1993). 3 The exercise of jurisdiction over a non-resident defendant 4 violates the protections created by the due process clause unless 5 the defendant has "minimum contacts" with the forum state so that 6 the exercise of jurisdiction "does not offend traditional notions 7 of fair play and substantial justice." 8 Washington, 326 U.S. 310, 316 (1945). 9 10 United States District Court For the Northern District of California Rano v. 11 International Shoe Co. v. DISCUSSION I. Specific Jurisdiction Plaintiff asserts that the Court has specific jurisdiction 12 over R+L Carriers, Inc. because it purposefully directs its actions 13 to California.1 14 15 16 17 To provide the Court with specific jurisdiction, (1) the non-resident defendant must purposefully direct his activities or consummate some transaction with the forum or resident thereof; . . . (2) the claim must be one which arises out of or relates to the defendant's forum-related activities; and (3) the exercise of jurisdiction must comport with fair play and substantial justice, i.e. it must be reasonable. 18 Rutsky, 328 F.3d at 1129 (quoting Core-Vent Corp. v. Nobel Indus. 19 AB, 11 F.3d 1482, 1485 (9th Cir. 1993)). 20 to demonstrate purposeful direction, the defendant must “allegedly 21 have (1) committed an intentional act, (2) expressly aimed at the 22 forum state, (3) causing harm that the defendant knows is likely to 23 be suffered in the forum state.” 24 (quoting Dole Food Co., Inc. v. Watts, 303 F.3d 1104, 1111 (9th For a defendant’s conduct Schwarzenegger, 374 F.3d at 803 25 1 26 27 28 In this section of his brief, Plaintiff’s only case citation is to Harris Rutsky & Co. Insurance Services, Inc. v. Bell & Clements, Limited, 328 F.3d 1122 (9th Cir. 2003). Because Rutsky addresses specific jurisdiction, see 328 F.3d at 1129, the Court construes Plaintiff’s brief to assert that the Court has specific jurisdiction over R+L Carriers, Inc. 4 1 Cir. 2002)). 2 Plaintiff alleges that R+L Carriers, Inc. purposefully directs 3 its activities at California because it seeks employees to work in 4 the state and represents that it does business in the state. 5 points to two pages from a website, which indicate that “R+L 6 Carriers” has various terminals throughout California and that it 7 has job opportunities in Los Angeles. United States District Court For the Northern District of California 8 He Nelson Decl., Exs. 2-3. Plaintiff’s references to two web pages do not establish that 9 R+L Carriers, Inc. purposefully directs its activities at 10 California in a way that justifies specific jurisdiction. 11 Defendant provides evidence challenging Plaintiff’s assertion that 12 these web pages indicate R+L Carriers, Inc.’s activities in this 13 state; as stated above, Defendant maintains that Shared Services is 14 operating in California under the “R+L Carriers” brand. 15 pages do not provide a reasonable inference that R+L Carriers, 16 Inc.’s conducts business in California. 17 meet his burden of establishing specific jurisdiction over R+L 18 Carriers, Inc. 19 II. Indeed, The web Thus, Plaintiff fails to Agency Jurisdiction 20 Plaintiff also asserts that personal jurisdiction is proper 21 because Shared Services’ contacts with California, which are not 22 disputed, can be imputed to R+L Carriers, Inc. 23 When agency is found between a parent and a subsidiary, the 24 subsidiary’s contacts may be imputed to the parent for the purposes 25 of personal jurisdiction. 26 F.3d 1088, 1094 (9th Cir. 2009). 27 jurisdiction exists, a court must undertake a two-step analysis: 28 Bauman v. DaimlerChrysler Corp., 579 To determine whether agency First, the parent must exert control that is so 5 1 pervasive and continual that the subsidiary may be considered an agent or instrumentality of the parent, notwithstanding the maintenance of corporate formalities. Control must be over and above that to be expected as an incident of ownership. Second, the agent-subsidiary must also be sufficiently important to the parent corporation that if it did not have a representative, the parent corporation would undertake to perform substantially similar services. 2 3 4 5 6 7 8 United States District Court For the Northern District of California 9 Id. at 1095 (citing Rutsky, 328 F.3d at 1135). In Bauman, the plaintiffs asserted that agency jurisdiction was justified over DaimlerChrylser AG (DCAG) because of its 10 relationship with Mercedes Benz USA (MBUSA). 11 owned subsidiary of DaimlerChrysler North America, which, in turn, 12 was a subsidiary of DCAG. 13 Distributor Agreement” between DCAG and MBUSA required MBUSA, among 14 other things, to provide detailed information to DCAG and comply 15 with general marketing standards. 16 agreement was terminable by either party on a showing of good 17 cause. 18 “pervasive and continual” control by DCAG. 19 the court characterized these requirements as “monitoring and 20 articulation of general polices,” which did not constitute 21 sufficient control. 22 Id. at 1092. MBUSA was a wholly- Bauman, 579 F.3d at 1092. Id. at 1092, 1096. A “General The These terms were insufficient to demonstrate Id. at 1096. Instead, Id. (citation and quotation marks omitted). Plaintiff has not justified the exercise of jurisdiction based 23 on an agency relationship. 24 argue, nor do the facts suggest, that R+L Carriers, Inc. and Shared 25 Services have a parent-subsidiary relationship. 26 R+L Carriers, Inc. only owns 2.67 percent of Shared Services. 27 Plaintiff did not dispute this assertion. 28 As an initial matter, Plaintiff did not On the contrary, Even if a parent-subsidiary relationship existed, Plaintiff 6 United States District Court For the Northern District of California 1 would nonetheless fail Bauman’s two-step analysis. 2 pleadings do not suggest that R+L Carriers, Inc. exerts pervasive 3 and continual control over Shared Services. 4 overlap between R+L Carriers’ owners and Shared Services’ directors 5 and officers, it “is entirely appropriate for directors of a parent 6 corporation to serve as directors of its subsidiary, and that fact 7 alone may not serve to expose the parent corporation to liability.” 8 Bauman, 579 F.3d at 1095. 9 ownership does not constitute control. First, his Although there is Further, as Bauman demonstrates, mere “Control must be over and 10 above that to be expected as an incident of ownership.” 11 1095. 12 Id. at Nor has Plaintiff shown that Shared Services is sufficiently 13 important to R+L Carriers, Inc. 14 plead facts to suggest that, in the absence of Shared Services, R+L 15 Carriers, Inc. would undertake to “provide operations and 16 administrative” support to the various relevant trucking entities. 17 See Brake Decl. ¶ 3. 18 holding company, which does not engage in any motor carrier 19 operations. 20 evidence. 21 22 Under Bauman, Plaintiff must have He did not do so. Brake Decl. ¶ 2. R+L Carriers, Inc. is a Plaintiff does not provide contrary Accordingly, Plaintiff does not justify the Court’s exercise of jurisdiction on an agency theory.2 23 24 25 26 27 28 2 Plaintiff did not argue that R+L Carriers, Inc. is liable as an alter ego of Shared Services. If Plaintiff can show at some future point -- even after judgment -- that Shared Services is under-capitalized and that failing to pierce the corporate veil would amount to a fraud on the creditors, he may move to amend to add R+L Carriers, Inc. as a defendant for the purpose of satisfying a judgment. See Katzir’s Floor & Home Design, Inc. v. M-MLS.com, 394 F.3d 1143, 1148 (9th Cir. 2004) (stating that Federal Rule of (continued...) 7 1 CONCLUSION 2 For the foregoing reasons, R+L Carriers, Inc.’s motion to 3 dismiss is GRANTED. 4 motion for summary judgment and Plaintiff’s motion for conditional 5 collective action certification and authorization of a Hoffman- 6 LaRoche opt-in notice are scheduled for hearing on December 17, 7 2009. 8 (Docket No. 24.) Defendant Shared Services’ IT IS SO ORDERED. 9 United States District Court For the Northern District of California 10 11 Dated: December 7, 2009 CLAUDIA WILKEN United States District Judge 12 13 14 15 16 17 18 19 20 21 22 23 24 25 2 26 27 28 (...continued) Civil Procedure 69(a), in conjunction with California Code of Civil Procedure § 187, grants courts authority to “amend a judgment to add additional judgment debtors”); NEC Elecs., Inc. v. Hurt, 208 Cal. App. 3d 772 (1989). In the alternative, Plaintiff could sue both entities in Ohio where both are subject to jurisdiction. 8
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