BBA Aviation PLC v. Superior Court
117 Cal. Rptr. 3d 914
Cal. Ct. App.2010Background
- Engen sued Ontic Engineering and Manufacturing, Inc. (Ontic) and its English parent BBA Aviation PLC (BBA) for wrongful termination.
- BBA moved to quash service for lack of personal jurisdiction and ineffective service of process; trial court denied.
- Trial court held BBA subject to general jurisdiction under the representative services doctrine, imputing Ontic’s activities to BBA.
- BBA submitted declarations asserting it is a holding company with no day-to-day operations; Ontic is its subsidiary with licenses and products.
- The trial court relied on BBA branding and consolidated reports to reject the holding-company claim.
- California Supreme Court directed issuance of a writ to determine jurisdictional issues; petition granted on the jurisdiction issue.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the representative services doctrine supports general jurisdiction over BBA. | Engen argues the doctrine imputes Ontic’s activities to BBA. | BBA contends it is a holding company; doctrine does not apply. | No; doctrine does not support general jurisdiction over a holding company. |
| Whether BBA is actually a holding company rather than an operating company. | Engen shows no substantial evidence of BBA’s day-to-day operations. | BBA asserts it conducts business through subsidiaries and branding shows integration. | Yes, BBA is a holding company; evidence insufficient to show operational conduct. |
| Whether general agency theory can establish jurisdiction over BBA. | Engen contends shared officers and oversight imply agency. | BBA denies pervasive control beyond ordinary parent-subsidiary ties. | No; no pervasive control establishing agency beyond normal ownership. |
| Whether specific jurisdiction exists over BBA. | Engen claims BBA directed Ontic’s actions affecting termination. | No evidence that BBA participated in the termination decision. | No; lack of nexus between BBA’s direct actions and Engen’s termination. |
Key Cases Cited
- Pavlovich v. Superior Court, 29 Cal.4th 262 (Cal. 2002) (burden of proving jurisdiction by a preponderance and need for competent evidence)
- In re Automobile Antitrust Cases I & II, 135 Cal.App.4th 100 (Cal. App. 2005) (jurisdictional evidence requirements on a record)
- Snowney v. Harrah’s Entertainment, Inc., 35 Cal.4th 1054 (Cal. 2005) (de novo review when jurisdictional facts are disputed)
- Dorel Industries, Inc. v. Superior Court, 134 Cal.App.4th 1267 (Cal. App. 2005) (basis for general vs. specific jurisdiction and agency concepts)
- F. Hoffman-La Roche, Ltd. v. Superior Court, 130 Cal.App.4th 782 (Cal. App. 2005) (representative services doctrine requires control; holding company excluded)
- Sonora Diamond Corp. v. Superior Court, 83 Cal.App.4th 523 (Cal. App. 2000) (level of control needed to imply agency; pervasiveness rejected for holding companies)
- HealthMarkets, Inc. v. Superior Court, 171 Cal.App.4th 1160 (Cal. App. 2009) (general jurisdiction requires substantial, continuous contacts by parent or through subsidiary)
- Sammons Enterprises, Inc. v. Superior Court, 205 Cal.App.3d 1427 (Cal. App. 1988) (specific jurisdiction requires relation to the controversy about termination)