Enterprises International, Inc v. Pasaban, S.A.
3:11-cv-05919
W.D. Wash.Jul 3, 2012Background
- Enterprises International, Inc. sues Pasaban entities for breach of license agreements and derivative claims on L.P., Inc. for violating exclusive distribution rights in North America and the Pacific Rim.
- Pasaban Americana is a Washington corporation; Pasaban S.A. is Spanish.
- L.P., Inc. is a Washington corporation with Enterprises as majority shareholder; L.P. licenses Pasaban’s equipment for a specific Territory.
- Agreements include a License Agreement, Estoppel Agreement, and L.P. License; disputes include alleged breaches and misapplication of licenses.
- A Tacoma court is asked to dismiss for lack of personal jurisdiction, forum non conveniens, and Rule 23.1 filing requirements; Enterprises seeks relief including damages and injunctive relief.
- Enterprises seeks to strike a balance between long-standing business relations and alleged contract breaches; the court must resolve jurisdictional reach and forum considerations.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the Court has personal jurisdiction over Pasaban and related parties. | Enterprises shows long-standing contacts via agency, ownership, and management. | Pasaban and individuals argue no substantial contacts; Spain-based. | Yes; Pasaban S.A. and individuals subject to jurisdiction; alter-ego theory supported. |
| Whether Pasaban Americana is an alter ego of Pasaban, S.A., for jurisdiction. | Evidence shows shared officers, control, and branding as Pasaban’s U.S. arm. | Maintains separate entities; minimal U.S. presence. | Yes; Pasaban Americana is an alter ego of Pasaban, S.A.; jurisdiction attaches. |
| Whether the case should be dismissed for forum non conveniens. | Washington forum has the bulk of evidence and contracts governed by Washington law. | Spain or China could be better forums. | Not warranted; Washington is proper; no adequate alternative forum shown. |
| Whether Enterprises properly pled non-collusive derivative action under Rule 23.1. | Derivatives historically non-collusive; Enterprises has not prevented diversity. | Possible collusion to create diversity; must be addressed. | Leave to amend granted to add non-collusion statement. |
Key Cases Cited
- Gulf Oil Corp. v. Gilbert, 330 U.S. 501 (U.S. (1947)) (establishes forum non conveniens framework and balancing test)
- Int'l. Shoe Co. v. Wisconsin, 326 U.S. 310 (U.S. (1945)) (minimum contacts for due process jurisdiction)
- Silent Drive, Inc. v. Strong Indus., Inc., 326 F.3d 1082 (Fed. Cir. 2003) (prima facie jurisdiction standard in fact-specific cases)
- Perry v. Hamilton, 51 Wn. App. 936 (Wash. App. 1988) (three-factor approach to specific jurisdiction in Washington)
- Wells Fargo & Co. v. Wells Fargo Exp. Co., 556 F.2d 406 (9th Cir. 1977) (alter ego and piercing corporate veil considerations in jurisdictional analysis)