MEMORANDUM OF DECISION
This lawsuit arises out of the October 2008 bankruptcies of three related cookie companies, which the Court refers to throughout this Memorandum of Decision as the Archway Entities. Following the bankruptcies, the Archway Entities closed their facilities and terminated their employees, including Plaintiffs Jeffrey Austen and David Icardi. Mr. Austen and Mr. Icardi claim that Defendants are liable under the Worker Adjustment and Retraining Notification (“WARN”) Act, 29 U.S.C. §§ 2101
et seq.,
and California Labor Code §§ 1400
et seq.
(“Cal-WARN Act”), for failing to provide their employees with six
Pending before the Court is Defendant Insight LLC’s (“Insight”) Renewed Motion to Dismiss for Lack of Personal Jurisdiction [doc. # 95] pursuant to Rule 12(b)(2) of the Federal Rules of Civil Procedure. According to Plaintiffs, Defendants Catterton Partners V, LP; Catterton Partners V Offshore, LP; and Catterton Coinvest I, LLC — collectively “Catterton” — owned the Archway Entities. Mr. Austen and Mr. Icardi claim that Insight was the management firm Catterton hired to operate the Archway Entities. See Plaintiffs Opposition to Insight Holdings, LLC’s Renewed Motion to Dismiss [doc. # 126] at 7-8. Mr. Austen and Mr. Icardi further allege that Insight participated with Catterton in the decision to close the Archway Entities’ facilities, and that Insight’s principals traveled to Connecticut to plan the closings on one or more occasions in 2008. See id.
The purpose of this Memorandum of Decision is to resolve two purely legal issues raised by Insight’s Motion to Dismiss in advance of an evidentiary hearing on the issue of personal jurisdiction over Insight. The Court will issue a separate scheduling order regarding the evidentiary hearing on the issue of personal jurisdiction. Because the Court agrees with Mr. Austen and Mr. Icardi regarding the purely legal issues raised in the motion, Insight’s Renewed Motion to Dismiss [doc. # 95] is DENIED without prejudice to renewal following the evidentiary hearing.
I.
The Court takes the following facts— which are largely undisputed — from the Second Amended Class Action Complaint [doc. # 62], as supplemented by the parties’ submissions on personal jurisdiction. The Court assumes familiarity with the other facts of the case. The Court has already discussed those facts at length in its decision denying Defendants’ motions to dismiss for failure to state a claim.
See Austen v. Catterton Partners V, LP,
Defendant Insight is a California limited liability company (LLC). Insight has three principals: Keith R. Lively, the owner and President; Donald Stanners; and Mark Berwick. Between 2000 and 2005, Messrs. Lively, Stanners, and Berwick did work on behalf of the Archway Entities outside of Connecticut. All three received compensation for their work. During those years, Messrs. Lively, Stanners, and Berwick regularly communicated with Catterton in telephone calls between Insight’s California offices and Catterton’s Connecticut offices.
Between 2004 and 2008, each of them also traveled to Connecticut two or three times a year — and indeed, as many as five times in a single year- — -to attend meetings of the Archway Entities’ boards in Connecticut. Messrs. Lively, Stanners, and Berwick all agreed in telephone calls between California and Connecticut to join the Archway Entities’ boards in 2005, but their agreements were apparently never committed to writing. Mr. Lively agreed to serve as the Chairman and Chief Executive Officer of the Archway Entities; Mr. Stanners agreed to become the Chief Financial Officer and Secretary of the Archway Entities; and Mr. Berwick agreed to become the Treasurer of the Archway Entities. Each of them also continued to serve as a principal of Insight.
In the months before the Archway Entities went bankrupt and fired their employees, Insight principals traveled to Connecticut for business meetings with Catterton on at least two occasions. On at least one of those occasions, Insight principals apparently met to discuss the closing of the Archway Entities. First, on July 23, Mr. Stanners traveled to Connecticut to attend
Don and Keith from Insight were in our offices for most of today. As you can imagine, we had much to discuss as it relates to Archway. Sparing you the laborious detail, which I can give you tomorrow by phone as an update, we believe we have reached a working format where they can be helpful in bringing about a decent result. We discussed, among other things, roles, responsibilities, timing and options for both the near term issues and the longer term. I can call u in the am for an update, maybe David H can be on as well since he is traveling and it would be helpful to get both your input. We would hope to get all on the same page so we can organize quickly given all that will need to get done.
Plaintiffs Opposition to Insight Holdings, LLC’s Renewed Motion to Dismiss, Exhibit A [doc. # 126-1] at 1. Twenty-five days later, on October 6, 2008, the Archway Entities filed for Chapter 11 bankruptcy and terminated all their employees, allegedly without the sixty days notice required by California and federal law.
Insight has consistently contested this Court’s exercise of personal jurisdiction over it. On September 21, 2009, the same day on which Insight filed a Notice of Appearance [doc. # 25], Insight filed a Notice Regarding Time to Respond to Plaintiffs’ Complaint [doc. #26] in which it indicated that it intended to file a motion to dismiss for lack of personal jurisdiction. On October 14, 2009, Insight filed a Motion to Dismiss [doc. # 38] for lack of personal jurisdiction. 1 On October 15, 2009, the Court held a telephone conference with the parties and directed the parties to confer on a schedule for limited discovery on the issue of personal jurisdiction. See Order dated October 15, 2009 [doc. #42], On November 9, 2009, the Court held a second telephone conference with the parties and ordered personal jurisdiction discovery completed by December 31, 2009. See Order dated November 9, 2009 [doc. # 57]. On December 22, 2009, the Court denied Insight’s motion to dismiss for lack of personal jurisdiction without prejudice to renewal and stayed personal jurisdiction discovery until February 24, 2010. See Order dated December 22, 2009 [doc. # 75], Insight renewed its motion on February 25, 2010. See Insight’s Renewed Motion to Dismiss [doc. # 95].
II.
On a motion to dismiss for lack of personal jurisdiction pursuant to Rule 12(b)(2), the “plaintiff bears the burden of showing that the court has jurisdiction over the defendant.”
In re Magnetic Audiotape Antitrust Litig.,
To determine whether personal jurisdiction over a particular defendant exists, the Court must conduct a two-part inquiry.
See Grand River Enters. Six Nations, Ltd. v. Pryor,
Second, if the Court determines that personal jurisdiction exists under Connecticut law, the Court must next ask whether its exercise of personal jurisdiction comports with due process requirements.
See Grand River,
III.
The first legal question the Court must resolve is which of two Connecticut long-arm statutes applies to foreign limited liability companies, or LLCs. Plaintiffs argue that § 52-59b(a)(l) permits this Court to exercise personal jurisdiction over Insight. See Plaintiffs Opposition to Insight Holdings, LLC’s Renewed Motion to Dismiss [doc. # 126] at 2-3. Insight counters that 52-59b(a) does not reach foreign LLCs. See Reply Memorandum of Law of Defendant Insight Holdings, LLC in Further Support of its Motion to Dismiss [doc. # 134] at 1-3. Insight asserts that § 33-929(e)-(f) — which applies to foreign corporations — is the only Connecticut long-arm statute that reaches foreign LLCs. See id. The Court cannot avoid resolving this threshold legal dispute; as Plaintiffs apparently concede, § 33-929(e)-(f) does not allow them to sue Insight in a Connecticut court.
Whether § 52-59b(a) applies to foreign LLCs is a question of Connecticut law, and the Court’s analysis thus must be guided by Connecticut case law.
See Bensmiller v. E.I. Dupont de Nemours & Co.,
A.
The limited liability company is a relatively new form of business organization.
See generally
Wayne M. Gazur & Neil M. Goff,
Assessing the Limited Liability Company,
41 Case W. Res. L.Rev. 387 (1991). In 1977, the Wyoming legislature authorized the creation of LLCs for the first time.
See
Wyo. Stat. §§ 17-15-101 to -136 (1977); Gazur
&
Goff, 41 41 Case W. Res. L.Rev. at 389. Five years later, Florida adopted an LLC statute modeled on Wyoming’s LLC statute.
See
Fla. Laws 1982, ch. 82-177. Although the LLC was created for the purpose of ensuring both the federal income tax advantages associated with partnerships and state law limited liability for all participants in a venture, the United States Department of the Treasury did not consistently treat LLCs as partnerships for tax purposes before 1988.
See
Gazur & Goff, 41 Case W. Res. L.Rev. at 390. In 1988, however, the Internal Revenue Service issued a ruling classifying Wyoming LLCs as partnerships for federal taxation purposes.
See
Rev. Rul. 88-76, 1982-
Connecticut enacted its own Limited Liability Company Act in 1993. See 1993 Conn. Pub. Acts 93-267, codified as amended at Conn. Gen.Stat. §§ 34-100 to -242. At the time the Limited Liability Company Act was enacted, there were two different long-arm jurisdiction provisions on the statute books in Connecticut. Section 52-59b(a) was the long-arm statute applicable to nonresident individuals and foreign partnerships. 2 Section 33^111— the predecessor to the current § 33-929(e) — (f)—applied only to foreign corporations. Although the Limited Liability Company Act provided for the formation of LLCs in Connecticut, see Conn. Gen. Stat. § 34-120, and provided rules for the registration of foreign LLCs in Connecticut, see id. § 34-223, the legislature declined to specify how courts in Connecticut should treat foreign LLCs for long-arm jurisdiction purposes. The legislature has not yet corrected that omission by amending § 52-59b(a); § 33 — 929(e)—(f); or any section of the Limited Liability Company Act.
The Supreme Court of Connecticut has not yet had occasion to decide whether § 52-59b(a) or § 33-929(e)-(f) is the long-arm statute that applies to foreign LLCs. Likewise, the Appellate Court of Connecticut has never considered that question. The only courts that have answered the question have been Connecticut trial courts,
see, e.g., Technipower, LLC v. Mustang Vacuum Sys., LLC,
No. CV095007190S,
B.
The first Connecticut Superior Court decision to address the long-arm treatment of LLCs did not recognize the legislature’s omission in failing to include LLCs in § 52-59b(a) or § 33-929(e)-(f).
See New England Nat’l, LLC v. Kabro of East Lyme, LLC,
No. 550014,
However, other Superior Courts that confronted the issue in 2003 noted the ambiguity left by the legislature.
See Nadler v. Grayson Constr. Co.,
No. CV020190015S,
In the three years following
Nadler
and
Hartford Fire Insurance,
another Connecticut Superior Court,
see Horniatko v. Riverfront Ass’n, LLC,
No. CV 044000332S,
The Southern District of New York’s decision in
In re Bayou
has not had a significant impact on the Connecticut Superior Court’s interpretation of Connecticut’s two long-arm statutes. No state court in Connecticut has ever cited
In re Bayou,
and since that decision, Connecticut Superior Courts have gone on to apply § 52-59b(a) to LLCs in at least two more cases.
See Technipower,
C.
Given the sparse reasoning in most of the decided cases regarding the long-arm jurisdiction treatment of foreign LLCs under Connecticut law, and given the divergent views that have developed between state courts and federal courts, the Court finds that there is no controlling authority to guide its decision. Absent controlling authority, this Court is obligated to interpret § 52-59b(a) and § 33-929(e) — (f) according to the rules of construction that the Supreme Court of Connecticut uses when interpreting statutes.
See Morenz v. Wilson-Coker,
The Court believes that if the Supreme Court of Connecticut were to confront the issue presently before this Court — that is, whether § 52-59b(a) or § 33-929(e)-(f) is the Connecticut long-arm statute that applies to foreign LLCs— it would conclude that the relevant statutory provisions are ambiguous. Section 33-929(e) — (f) applies only to “foreign corporation[s].” By contrast, § 52-59b(a) applies to “nonresident individual[s], foreign partnership[s] or foreign voluntary association[s].” LLCs do not fit easily into any of those categories. An LLC is surely not an individual, and because it has a legal existence separate from the persons who form it, it is also not a voluntary association. See Black’s Law Dictionary 141 (9th ed. 2009) (defining an association as an “organization that is not a legal entity separate from the persons who compose it”). Moreover, Connecticut’s limited liability company law specifically distinguishes LLCs from both partnerships and corporations. See Conn. Gen.Stat. § 34-101(18) (“ ‘Other entity’ means the any association or legal entity, other than a domestic or foreign limited liability company, organized to conduct business, including, but not limited to, a corporation, general partnership, limited liability partnership, limited partnership....”).
Based on their text alone, the only thing that is plain about §§ 52-59b(a) and 33-929(e) — (f) for present purposes is that
neither
explicitly applies to foreign LLCs. That said, the Court does not believe that the Supreme Court of Connecticut would conclude that neither long-arm provision applies to LLCs because such a result is so obviously contrary to Connecticut’s longstanding public policy of submitting foreign individuals and businesses to suit in the State under some limited circumstances.
Cf. Rivers v. City of New Britain,
First, the structure of the Connecticut General Statutes provides persuasive evidence that § 52-59b(a), and not § 33-929(e) — (f), is the long-arm jurisdiction statute applicable to foreign LLCs in Connecticut. Although § 52-59b(a) on its face is a statute with limited reach — to individuals, partnerships, and voluntary associations — it is codified in Title 52, which provides the general rules of civil procedure that apply in Connecticut courts. Section 33-929(e)-(f), on the other hand, is codified in Title 33, which contains Connecticut’s corporation law. The placement of § 52-59b(a) and § 33-929(e)-(f) in the General Statutes suggests that § 52-59b(a) is the generally applicable long-arm jurisdiction statute that applies to all business organizations other than corporations. Furthermore, although LLCs are neither corporations nor partnerships, Connecticut’s Limited Liability Company Act is codified at Title 34, which also includes Connecticut’s partnership law, rather than at Title 33, which consists of the corporation law. While the placement of the limited liability company laws in the General Statutes does not necessarily support classifying LLCs as partnerships, it does counsel against applying to LLCs a long-arm provision specific to corporations.
Second,
the Court also finds it persuasive that construing § 52-59b(a) to apply to LLCs requires less violence to the text of the statute than construing § 33-929(e)~ (f) to apply to LLCs.
See Green v. Bock Laundry Mach. Co.,
Third,
the Court is confident that absent a clear and definitive textual answer, and
Finally, the Court notes in conclusion that it has considered and rejected Insight’s argument that foreign LLCs should be treated like foreign corporations rather than like partnerships for long-arm jurisdiction purposes because foreign LLCs and foreign corporations are both required to register with Connecticut in order to do business here. Though clever, Insight’s argument is not persuasive. Partnerships are also required to register with the secretary of state in order to do business in Connecticut. See Conn. Gen.Stat. §§ 34-38g; 34-429. In sum, the Court concludes that the Connecticut’s general long-arm jurisdiction provision, § 52-59b(a), applies to foreign LLCs, rather than Connecticut’s corporation-specific long-arm provision, § 33 — 929(e)—(f).
IV.
The second legal question the Court must address is considerably easier for the Court to answer. Insight suggests that even if § 52-59b(a) applies to foreign LLCs, the statute may not permit nonresident plaintiffs — such as the two Plaintiffs in this case — to sue foreign LLCs in Connecticut. See Insight’s Reply Memorandum of Law in Support of Motion to' Dismiss [doc. # 134] at 3 n. 2 (“[I]t is unclear whether GemStat. § 52-59b(a) contains a comparable plaintiff residency restriction despite the absence of a reference to suits by ‘any resident’.... ”). Section § 52-59b(a) does not contain a Connecticut residency requirement for plaintiffs who wish to sue foreign LLCs in Connecticut.
Neither the Supreme Court of Connecticut nor the Appellate Court has ever considered the argument that § 52-59b(a) contains a plaintiff residency requirement. However, as discussed above, the Connecticut Supreme Court would consider the text of the statute and its relationship to other statutes before turning to any extra-textual evidence of statutory meaning.
See
Conn. Gen-Stat. § 1-2z;
Picco v. Town of Voluntown,
Simply stated, the text of § 52-59b(a) does not include any residency requirement for plaintiffs. Section 52-59b(a) authorizes a court to exercise personal jurisdiction over a nonresident defendant based on the defendant’s conduct in and affecting Connecticut, not on where the plaintiff re^ sides. In this, § 52-59b(a) resembles § 33-929(e), which authorizes a court to exercise personal jurisdiction over, any foreign corporation that transacts business in Connecticut without a certificate of authority and also contains no explicit plaintiff residency requirement. In contrast, § 33-929(f) authorizes courts to exercise personal jurisdiction over a nonresident corporate
Since the meaning of § 52-59b(a) is plain from its text and its relationship to other statutes, including § 33-929(e)-(f), it is unnecessary for the Court to consider any other evidence of statute’s meaning. However, the Court notes that it is aware of only one case in which a court held that § 52-59b(a) contains a plaintiff residency requirement.
See Pomazi v. Health Industries of America, Inc.,
y.
Under § 52-59b(a)(l), Insight is subject to personal jurisdiction in Connecticut as to any cause of action arising from Insight’s business transactions in Connecticut. Despite Insight’s representations to the contrary, see Memorandum of Law in Support of Defendant, Insight Holdings LLC’s Motion to Dismiss [doc. # 39] at 8-9, the Supreme Court of Connecticut has interpreted the phrase “transacts any business within the state” in § 52-59b(a)(l) quite broadly.
See Zartolas v. Nisenfeld,
Insight’s reliance on
Rosenblit v. Danaher,
Thus, the relevant questions for purposes of this Court’s § 52-59b(a)(l) inquiry are whether any of Insight’s principals’ conduct in Connecticut constituted “the transaction of any business” by Insight, and whether Plaintiffs’ causes of action under California and federal law arise from those business transactions. There is no dispute in this case that Insight’s principals engaged in conduct in Connecticut related to the Archway Entities. See Reply Memorandum of Law of Defendant Insight Holdings, LLC in Further Support of its Motion to Dismiss at 5 n. 4. The dispute is over whether Insight’s principals attended meetings in Connecticut regarding the Archway Entities in their capacities as representatives of Insight, or in their individual capacities as directors and officers of the Archway entities — or, perhaps, both. The Court does not believes the parties’ briefing provides the Court with a sufficient basis to make that determination, which may turn, at least in part, on the credibility of the Insight principals. The Court requires an evidentiary hearing to determine whether it may exercise jurisdiction over Insight consistent with Connecticut law and with due process.
VI.
Having considered and resolved only the two pure questions of law raised by Insight’s [doc. # 95] Renewed Motion to Dismiss for lack of personal jurisdiction, the Court DENIES the motion without prejudice to renewal following the evidentiary hearing.
IT IS SO ORDERED.
Notes
. By the same motion, Insight also sought dismissal of the Complaint [doc. # 1] for failure to state a claim pursuant to Rule 12(b)(6).
See
Motion to Dismiss [doc. # 38], After permitting Plaintiffs to amend their Complaint twice, the Court eventually denied the portions of Insight’s Motion to Dismiss Plaintiffs’ Second Amended Class Action Complaint [doc. #71] based on failure to state a claim, along with Catterton's Renewed Motion to Dismiss [doc. # 69].
See Austen,
. In 2004, the legislature amended § 52-59b(a) to apply to foreign voluntary associations as well as to nonresident individuals and foreign partnerships. See Conn. Pub. Acts 04-240 § 25.
. Under Delaware, as under Connecticut law, the acronym "LLC” stands for "limited liability company,” not "limited liability corporation.” Delaware’s Limited Liability Company
. The Court is also confident that the Connecticut Supreme would not hold that both long-arm statutes can be applied to foreign LLCs. Just as it would be unusual to construe legislature’s omission as completely exempting LLCs from long-arm jurisdiction in Connecticut, it would be contrary to generally accepted statutory interpretation principles to construe the legislature’s omission with specificity as permitting courts in Connecticut to exercise more sweeping personal jurisdiction over LLCs than they do over either partnerships or corporations.
. The Court also cannot rely on the statement from
Vertrue v. Meshkin,