152 A.3d 948
N.J. Super. Ct. App. Div.2016Background
- FDASmart (Delaware) contracted via an MOU with Dishman entities after meetings in India to market/sell a Dishman-owned Chinese pharmaceutical facility; invoices were sent to and paid by DPCL in India.
- DPCL is an Indian corporation (principal place Ahmedabad); Dishman USA is a New Jersey subsidiary wholly owned by DPCL with offices in Middlesex County, NJ.
- A dispute arose after DPCL elected not to sell the Chinese facility; FDASmart sued DPCL and Dishman USA in New Jersey for breach of contract and related claims.
- Defendants moved to dismiss for lack of personal jurisdiction, forum non conveniens, failure to state a claim against Dishman USA, and failure to join PKM; the court permitted jurisdictional discovery.
- After discovery the trial court granted partial summary judgment holding New Jersey had general jurisdiction over DPCL (attributing Dishman USA's contacts to DPCL under an alter-ego theory), and denied dismissal of Dishman USA; defendants appealed.
- The Appellate Division reversed as to DPCL (no general jurisdiction), affirmed denial of dismissal as to Dishman USA (plausible claim), and remanded for further proceedings.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether NJ has specific jurisdiction over DPCL | MOU dealings and invoices tied to DPCL support jurisdiction | Contacts with NJ insufficient and most contract activity occurred in India | Specific jurisdiction not established; trial judge correctly found specific jurisdiction lacking |
| Whether NJ has general jurisdiction over DPCL (alter-ego) | Dishman USA's NJ contacts should be imputed to DPCL because parent dominated subsidiary | Parent did not dominate subsidiary; no veil-piercing facts | Reverse: no general jurisdiction — veil-piercing not shown (insufficient dominance, no fraud) |
| Whether personal service on a DPCL employee in NJ confers jurisdiction | Service on employee in NJ (attending deposition) suffices | Presence/service alone does not create long-arm jurisdiction without contacts | Service on employee insufficient to establish jurisdiction under long-arm principles |
| Whether claim against Dishman USA should be dismissed for failure to state a claim | MOU signed by DPCL managing director evidences intent to bind subsidiaries including Dishman USA | Argues claim fails as Dishman USA not a party to the MOU | Affirmed: complaint plausibly states claim against Dishman USA; dismissal denied |
Key Cases Cited
- Int'l Shoe Co. v. Washington, 326 U.S. 310 (establishes minimum contacts due process test)
- Goodyear Dunlop Tires Operations, S.A. v. Brown, 564 U.S. 915 (general jurisdiction where corporation is "at home")
- Daimler AG v. Bauman, 134 S. Ct. 746 (restricting general jurisdiction to forum where corporation is at home)
- Lebel v. Everglades Marina, 115 N.J. 317 (NJ discussion of minimum contacts/specific vs general jurisdiction)
- Pfundstein v. Omnicom Grp. Inc., 285 N.J. Super. 245 (parent/subsidiary contacts not imputed absent more than ownership)
- State, Dept. of Envtl. Prot. v. Ventron Corp., 94 N.J. 473 (veil-piercing requires dominance and injustice/fraud)
- Asahi Metal Indus. Co. v. Superior Court of Cal., 480 U.S. 102 (factors for fair play and substantial justice inquiry)
- World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286 (forum state's interest and interstate judicial efficiency considerations)