Rose Anwar appeals the district court’s dismissal of her claims and argues that the district court erred in granting a motion to dismiss for lack of personal jurisdiction and a motion for summary judgment to Defendants-Appellees MEG International and The Dow Chemical Company (“Dow”) respectively. Anwar also argues that the district court erred in denying her request for additional discovery. We find that these arguments fail and AFFIRM the district court’s decision.
I.
Plaintiff-Appellant Rose Anwar, a U.S. citizen, was hired to work for MEG International in Dubai as an IT Manager on November 1, 2007. In 2011, Anwar received a promotion to Chief Information Officer and Communications Manager. An-war alleges that, following her promotion, her immediate supervisor, Ramesh Rama-chandran, began harassing her about working when she had young children at home. In addition to the harassment, An-war alleges that Ramachandran openly demonstrated gender bias by making comments about not needing highly paid female employees in the company. Finally, Anwar alleges that Ramachandran expressed his disapproval of Anwar’s decision to end her marriage, going so far as to meet with her husband to discuss the divorce and the couple’s marital issues. Anwar alleges that this bias culminated in her termination on June 9, 2014, one day after she attended a divorce court proceeding, during which she had asked for an
On August 3, 2015, Anwar filed a complaint in federal district court in Michigan against MEG International, doing business as MEGlobal Americas, Inc., Ramachan-dran, and Dow, alléging that she was im-permissibly terminated because of her gender, religion, national origin, and marital status. Anwar raised six claims: (1) Sex discrimination in violation of Title VII; (2) Sex discrimination in violation of the Michigan Elliott-Larsen Civil Rights Act (“EL-CRA”); (3) Marital status discrimination in violation of ELCRA; (4) Breach of an express written agreement; (5) Breach of an implied contract; and (6) Promissory Es-toppel. MEG International and Ramachan-drari- filed- a motion to dismiss' on three bases: 1) the district court did not have personal jurisdiction; 2) service was improper; and 3) the district court was forum non conveniens. Dow likewise filed a motion to dismiss on two bases: 1) failure to state a claim because Anwar was not an employee of Dow at the time of the alleged acts; and 2):the district court was forum non conveniens.
On January 26, 2016, the district court issued an order dismissing Anwar’s claims against Ramachandran for lack of personal jurisdiction and opening discovery for 90 days for the following limited purposes:
(1) Investigating Anwar’s allegations that MEG International does business as MEG Americas and that the MEGlo-bal subsidiaries act as a single entity and (2) Anwar’s allegation that Rama-chandran and other MEG International managers are employed by Defendant Dow.
The parties were also instructed to file supplemental briefs on the two above-mentioned issues.
On March 11, 2016, Dow filed a motion for protective order to prohibit two depositions Anwar had requested, arguing that the depositions of Henry Roth, former President and CEO of MEG International, and Kimberly Wood, former Fraud Investigator for Dow, sought information that was “irrelevant and outside the limited scope of discovery the Court [] authorized[.]” Dow also argued that a protective order was “necessary to protect [Dow] from annoyance, embarrassment, oppression, and undue burden and expense.” On March 21, 2016, the district court granted the protective order and stated:
Because discovery in this mátter is intentionally limited at this time, Defendant Dow has shown good cause for a protective order under Rule 26(c)(1). While the testimony of Mr. Roth and Mrs. Wood may be relevant at a later stage of this litigation, such testimony is unlikely to provide relevant jurisdictional information proportional to the current needs of the case. See Rule 26(b)(1).
Finally, on September 20, 20Í6, the district court granted Defendants-Appellees’ motions to dismiss and motion for summary judgment, and dismissed Anwar’s claims.
II.
A. MEGlobal’s Motion to Dismiss
1. Personal Jurisdiction
We review the district court’s dismissal for lack of personal jurisdiction de novo, MAG IAS Holdings, Inc. v. Schmückle,
In our review of a plaintiff’s pri-ma facie case, we consider pleadings and affidavits “in a light most favorable to the plaintiff,” without weighing “the controverting assertions of the party seeking dismissal.” Theunissen,
Anwar alleges that there is a factual dispute about Whether MEGlobal International was her employer, therefore raising a question of fact that should not have been disposed of at summary judgment. Anwar misapprehends the district court’s action below—the district court granted MEG International’s Federal Rule of Civil Procedure 12(b)(2) Motion to Dismiss, not a motion for summary judgment. Anwar cites to Supreme Court precedent in support that "discusses 'summary judgment and judgment" as a matter of law) e.g. Reeves v. Sanderson Plumbing Products, Inc.,
Defendant-Appellee MEGlobal International argues that Anwar is attempting to invoke personal jurisdiction based on an erroneous conclusion that MEGlobal International is doing business as MEGlobal Americas. The. parties agree, however, that in order for the district court to have possessed personal jurisdiction over ME-Global International, Anwar would need to satisfy the burden of showing that MEGlo-bal International is the alter ego of Michigan resident MEGlobal Americas.
MEGlobal International is a legal entity established under and registered with the Dubai Airport Freeport regulations in Dubai, United Arab Emirates. The company distributes ethylene glycol product to customers, within Asia, the Middle East, Turkey, India, and Pakistan. MEGlobal International
i. Federal law
This court has held that “[t]he alter-ego theory provides for personal jurisdiction ‘if the parent company exerts so much control over the subsidiary that the two do not exist as separate entities but are one and the same for purposes of jurisdiction.’” Indah v. U.S. S.E.C.,
[Fjederal courts have consistently acknowledged that it is compatible with due process for a court to exercise personal jurisdiction over an individual or a corporation that would not ordinarily be subject to personal jurisdiction in that court when the individual or corporation is an alter ego or successor of a corporation that would be subject to personal jurisdiction in that court.
This court has also applied the alter-ego theory to a federal ERISA claim. Flynn v. Greg Anthony Constr. Co., Inc.,
[A] showing that the parent controls the subsidiary to such a degree as to render the latter the mere instrumentality of the former ... [exercising] pervasive control over the subsidiary ... from broad policy decisions to routine matters of day-to-day operation. Total ownership and shared management personnel are alone insufficient to establish the requisite level of control.
Id.
In the present case, the district court looked to Ranza and Estate of Thomson to analyze the alter-ego theory test in cases involving federal law, listing numerous factors the court considers to find personal jurisdiction under the alter-ego theory: “(1) sharing the same employees and corporate officers; (2) engaging in the same business enterprise; (3) having the same address and phone lines; (4) using the same assets; (5) completing the same jobs; (6)not maintaining separate books, tax returns and financial statements; and (7) exerting control over the daily affairs of another corporation.”
Accordingly, we apply a similar test to Anwar’s federal claim. To satisfy the alter-ego test, Anwar must demonstrate “unity of interest and ownership” that goes beyond mere ownership and shared management personnel. See Ranza,
In Flynn, we reversed the district court holding that plaintiffs had failed to make a prima facie case for personal jurisdiction. Under the first prong, the court found that the two businesses at issue shared the same management, and supervision, operated at the same location, used the same phone lines and office materials, worked in the same industry and interchanged services at times.
On appeal, Anwar argues that the district court “improperly focused upon the evidence submitted in opposition by the Defendants!!,]” and “relied upon arguments raised by the Defendants when reaching its erroneous conclusions,” which is contrary to the standard on a motion to dismiss. Even if these facts were to make this a closer call, Anwar only alleges facts regarding ownership that partially satisfy a few different factors above. She does not allege that there are shared employees (only managers with shared roles), that the same address and phone lines are used, that the two entities complete the same jobs, or that they maintain books, tax returns, and finaiicial statements across the two entities. Furthermore, she does riot allege that MEG International controls the daily affairs of MEG Americas. Anwar’s facts simply do not amount to a showing that MEG- International, as the alleged parent, controls MEG Americas to such a degree that MEG International is the alter ego of MEG Americas. See Flynn,
The evidence demonstrates Nike is active in macromanagement issues but does not show that Nike ■ directs NEON’s routine day-to-day operations, and nothing suggests the entities failed to observe their separate corporate formalities. The weight of the evidence therefore persuades us Nike and NEON are not in an alter ego relationship.
ii. Michigan law
Anwar likewise fails to rnake a prima facie'case for personal jurisdiction under Michigan law. “Michigan law presumes that, absent some abuse of corporate form, parent and subsidiary corporations are separate and distinct entities.” Seasword v. Hilti, Inc.,
2. Forum non conveniens
Alternatively, MEGlobal International urges dismissal on the basis of forum non conveniens. This doctrine allows a court with otherwise valid jurisdiction to decline to exercise such jurisdiction because of case-specific issues of fairness and convenience. MAG IAS Holdings, Inc.,
B. Dow’s Summary Judgment Motion
We review a' district court’s grant of summary judgment de novo. Jackson v. VHS Detroit Receiving Hosp., Inc.,
In the present case, Anwar appeals the district court’s ruling that Dow is not liable for employment discrimination under Title VII and ELCRA. Anwar argues not that Dow was her employer, but rather, that
As we have held, “Title VII applies only to ‘employers.’” 42 U.S.C. § 2000e-2; Sutherland v. Michigan Dep’t of Treasury,
The showing required to warrant a finding of single-employer status has been described as highly integrated with respect to ownership and operations.... The test may also be satisfied by a showing that there is an amount of participation that is sufficient and necessary to the total employment process, even absent total control or ultimate authority over hiring decisions.
Id. at 1338 (citations omitted).
In examining the relationship, we must determine whether Dow exercises a degree of control that exceeds the control normally exercised by a parent corporation which is separate and distinct from the subsidiary corporate entity, in this case, MEG International. See id. We evaluate in the light most favorable to Anwar. See id. As noted supra, Anwar presents evidence that Ramachandran is employed by DCOMCO, a wholly owned subsidiary of Dow, and that Freisler is employed by Dow Deutschland, Inc., another wholly owned subsidiary of Dow. She also establishes that both were seconded to MEG International. But while each is' employed by or works for a Dow subsidiary, Anwar puts forth scanty evidence of an interrelated operation, common management, or centralized control. Moreover, she fails to establish special circumstances for finding that the parent, Dow, should be liable for any alleged wrongdoing of the subsidiary, MEG International. In her response to Dow’s motion to dismiss, Anwar simply stated the above-listed facts, without any further support to justify that Dow should be jointly responsible. On appeal, Anwar
Anwar’s claim under ELCRA was also properly dismissed at summary judgment. To determine whether an employment relationship exists, Michigan courts use the “economic realities test.” Varlesi v. Wayne State University,
Anwar must rebut the presumption that Ramachandran and Freisler were acting in their capacities as MEG International’s president and CEO and MEG International’s chief legal counsel, respectively. In her attempt to rebut this presumption, Anwar argues that Rama-chandran’s performance is evaluated by Dow and that he has reporting duties to Dow senior leadership. Anwar provides no evidence whatsoever regarding Freisler, except that she has listed her employer address on the State Bar' of Michigan directory as Dow’s address in Michigan. None of these facts rebut the presumption that both were acting in their capacities as MEG International employees when the alleged acts of discrimination occurred. Under Michigan law, the separate entities will be respected unless “a contrary determination would be inequitable under the facts of th[e] case.” Clark,
Given that we find that Dow was not Anwar’s employer, we reject her claims for contractual and promissory estoppel.
C. Discovery Limitations
In the alternative, Anwar argues that the district court erred by granting summary judgment without allowing additional discovery. Specifically, she argues that the district court erred when it granted Dow’s motion for protective order against An-war’s request for' two • additional depositions, and the magistrate judge erred-in denying Anwar’s motion to compel written discovery.
Relevantly here, the district court intentionally limited discovery to the jurisdictional issues against Defendants-Appel-lees: “(1) investigating Anwar’s allegations that MEG International does business as MEG Americas arid that1 the MEGlóbal subsidiaries act as a single entity and (2) Anwar’s 'allegation that Ramachandran and other MEG International managers are employed by Defendant Dow.” As we have held, “district courts have discretion to limit the scope of discovery where the information sought is overly broad or would prove unduly burdensome to produce.” Fed. R. Civ. P. 26(b)(2); Surles ex rel. Johnson v. Greyhound Lines, Inc.,
Anwar argues that the district court abused its discretion when denying her request to take depositions of Henry Roth, former President and CEO of MEG International, and Kimberly Wood, former Fraud Investigator for Dow. Anwar’s discovery requests are of former employees, removed from their employment by multiple years, and Anwar makes no argument that any information from either would relate to the narrow jurisdictional questions for which discovery was narrowly permitted. Anwar does not allege that either has personal knowledge regarding the events or of the investigation underlying the case. Further, Anwar makes no argument as to “how further discovery would rebut the movant’s showing of the absence of a genuine issue of material fact.” Himes,
Anwar also argues that the district court erred when it denied her motion to compel written discovery and her Rule 56(d) request for additional written discovery. As noted supra, we review a district court’s decision on a discovery matter for abuse.of discretion. Fowler,
For these reasons, we AFFIRM.
Notes
. The district court later converted Dow’s motion to dismiss to a motion for summary judgment.
. Sixth Circuit precedent is not entirely clear regarding how to apply the alter-ego theory of personal jurisdiction to federal claims. The Indah court cited favorably to Estate of Thomson, which applied Ohio law.
. In an unusual procedural posture, the Flynn Court addressed an appeal from the D.C. district court that transferred venue to the Southern District of Ohio after the D.C. district court dismissed all but one defendant for lack of personal jurisdiction. Due to that posture, the court applied D.C. Circuit precedent on appeal.
. As mentioned supra, the exact precedent in this Circuit is not perfectly clear. The factors the district court cites are derived from two cases from the Northern District of Ohio, one. of which refers back to Flynn, the abovemen-tioned case applying D.C. Circuit precedent, and the other a patent case applying Federal Circuit precedent. Microsys Computing, Inc. v. Dynamic Data Sys., LLC, No. 4:05 CV 2205,
. For the sake of clarity, the district court cited to Plaintiff's Supplemental Brief for this proposition, but errantly referred to a 2013 financial statement from Dow, rather than the 2011 MEG International Financial Statement.