Natalie Qandah v. Johor Corp.
20-1991
| 6th Cir. | Nov 22, 2021Background
- Johor Corporation (JCorp) is a wholly state‑owned investment arm of the Malaysian state of Johor; it indirectly held interests in Asia Logistics Council (ALC), which later had a partial investment in World Logistics Council (World Logistics).
- WLC SA (a World Logistics subsidiary) hired Michigan attorney Natalie Qandah as in‑house counsel for its affiliate GCEL in Dearborn; she alleges gender/religious discrimination, unpaid wages, breach of promised compensation, and wrongful termination.
- Qandah notified JCorp of an intent to sue; she alleges JCorp CEO YB Dato Kamaruzzaman Bin abu Kassim directed and financed a false grievance to the Michigan Attorney Grievance Commission after that notice.
- Qandah sued JCorp and Kassim in federal court; defendants moved under Fed. R. Civ. P. 12(b)(1) asserting FSIA immunity. After limited jurisdictional discovery and a prior Sixth Circuit reversal on burden allocation, the district court again dismissed for lack of subject‑matter jurisdiction.
- The district court found (1) JCorp is a foreign state (law of the case), (2) JCorp’s commercial activities were limited to investing and did not directly connect to Qandah’s alleged workplace harms, and (3) JCorp (and Kassim in his official capacity) did not cause the torts alleged, so FSIA exceptions did not apply.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Is JCorp a “foreign state” under the FSIA? | Qandah challenged only briefly. | JCorp argued it is an organ/instrumentality of Johor. | JCorp is a foreign state (law of the case). |
| Does the commercial‑activity exception (28 U.S.C. §1605(a)(2)) apply? | Qandah: affidavits and documents show JCorp/Kassim directed WLC SA work in the U.S. and controlled operations. | Defs: JCorp was an investor; no ownership/control of World Logistics/WLC SA; communications were non‑binding. | No — district court’s factual finding that JCorp lacked direct control was not clearly erroneous; exception doesn’t apply. |
| Does the tortious‑act exception (28 U.S.C. §1605(a)(5)) apply? | Qandah: JCorp/Kassim caused discrimination, withholding pay, firing, and the grievance. | Defs: Acts were by separate employer (WLC SA); no causal link to JCorp/Kassim. | No — district court found by preponderance that defendants did not cause the alleged torts. |
| Is Kassim immune as a foreign official? | Qandah: Kassim raised the defense late and is a corporate executive, not a government official in his personal capacity. | Kassim: sued in his official capacity as JCorp CEO; JCorp is immune and is the real party in interest. | Kassim immune in official capacity; raising the defense was not forfeited and complaint sued him in official capacity. |
Key Cases Cited
- Permanent Mission of India to the United Nations v. City of New York, 551 U.S. 193 (FSIA presumes foreign‑state immunity)
- Saudi Arabia v. Nelson, 507 U.S. 349 (commercial‑activity exception requires direct connection to the suit)
- Samantar v. Yousuf, 560 U.S. 305 (distinguishing foreign‑official and foreign‑state immunity; official‑capacity suits may be treated as suits against the state)
- O’Bryan v. Holy See, 556 F.3d 361 (FSIA burden‑shifting framework: defendant carries initial burden, plaintiff must show exception, defendant retains persuasion)
- Glob. Tech., Inc. v. Yubei (XinXiang) Power Steering Sys. Co., 807 F.3d 806 ("based upon" in §1605(a)(2) requires direct connection)
- Gentek Bldg. Prods., Inc. v. Sherwin‑Williams Co., 491 F.3d 320 (in factual jurisdictional attacks district court may weigh evidence and need not accept plaintiff’s version)
- Qandah v. Johor Corp., 799 F. App’x 353 (6th Cir. 2020) (prior panel: JCorp is a foreign state and reversed earlier dismissal for misallocating burden)