In re Clean Energy Collective LLC v. Borrego Solar Systems, Inc
2017 CO 27
| Colo. | 2017Background
- CEC (Colorado LLC) sued Borrego (California corporation) and 1115 Solar (Delaware LLC, Borrego's wholly owned subsidiary) in Boulder County for breach of an asset purchase agreement for solar projects located outside Colorado.
- Borrego moved to dismiss for lack of personal jurisdiction under C.R.C.P. 12(b)(2); the trial court denied the motion without an evidentiary hearing.
- The trial court found no specific jurisdiction but concluded it had general jurisdiction over Borrego because Borrego’s contacts with Colorado were “continuous and systematic” (agent in Colorado, contract with a Colorado company, unsuccessful bids, and a Colorado-hired employee to facilitate business with CEC).
- The trial court did not expressly analyze whether Borrego was “essentially at home” in Colorado or compare its Colorado activities to its national/international operations.
- Borrego petitioned the Colorado Supreme Court under C.A.R. 21; the Supreme Court issued a rule to show cause and reviewed de novo whether the trial court properly exercised general jurisdiction.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the trial court properly exercised general personal jurisdiction over Borrego in Colorado | CEC argued Borrego’s continuous and systematic contacts with Colorado support general jurisdiction | Borrego argued it is not "essentially at home" in Colorado and thus not subject to general jurisdiction | Court held trial court misapplied Magill by stopping at “continuous and systematic” contacts and failed to find Borrego essentially at home; Borrego not subject to general jurisdiction |
| Whether the Magill/Daimler standard requires a forum-level “essentially at home” finding before exercising general jurisdiction | CEC implicitly conceded trial court misapplied Magill but urged specific jurisdiction; CEC did not prevail on general-jurisdiction point | Borrego contended Magill requires showing defendant is essentially at home, which was not shown here | Court reaffirmed Magill: general jurisdiction requires the defendant be essentially at home; contacts mere “continuous and systematic” are insufficient |
| Whether Borrego’s Colorado contacts (agent, contracts, bids, Colorado employee) suffice to render it at home in Colorado | CEC relied on those contacts as evidence of continuous/systematic operations supporting jurisdiction | Borrego argued those contacts are limited and small relative to its national/international operations and thus insufficient | Held those contacts are weaker than Magill and Daimler examples and do not render Borrego essentially at home; general jurisdiction improper |
| Whether this original proceeding should resolve specific jurisdiction or other issues beyond general jurisdiction | CEC asked the court to find specific jurisdiction on reply | Borrego limited challenge to lack of general jurisdiction | Court declined to decide specific jurisdiction in this C.A.R. 21 proceeding; remanded for further proceedings consistent with ruling on general jurisdiction |
Key Cases Cited
- Magill v. Ford Motor Co., 379 P.3d 1033 (Colo. 2016) (announces Colorado test requiring a corporation be “essentially at home” for general jurisdiction)
- Daimler AG v. Bauman, 134 S. Ct. 746 (U.S. 2014) (general jurisdiction limited to places where corporation is at home; significant in-state contacts may still be insufficient)
- Perkins v. Benguet Consol. Mining Co., 342 U.S. 437 (U.S. 1952) (example of rare circumstances where a corporation’s temporary relocation made forum its place of business for general jurisdiction)
- Archangel Diamond Corp. v. Lukoil, 123 P.3d 1187 (Colo. 2005) (Colorado long-arm statute reaches to federal due process limits)
- Int’l Shoe Co. v. Washington, 326 U.S. 310 (U.S. 1945) (establishes minimum contacts due process framework)