CARRIER CORPORATION; CARRIER SA; CARRIER ITALIA S.P.A., Plaintiffs-Appellants/Cross-Appellees, v. OUTOKUMPU OYJ; OUTOKUMPU COPPER PRODUCTS OY; OUTOKUMPU COPPER FRANKLIN, INC.; OUTOKUMPU COPPER (U.S.A.), INC., Defendants-Appellees/Cross-Appellants, MUELLER INDUSTRIES, INC.; MUELLER EUROPE LTD; EUROPA METALLI SPA; TREFIMETAUX SA, Defendants.
Nos. 07-6052/6114
UNITED STATES COURT OF APPEALS FOR THE SIXTH CIRCUIT
March 2, 2012
Before: MOORE and COOK, Circuit Judges; LUDINGTON, District Judge.
RECOMMENDED FOR FULL-TEXT PUBLICATION Pursuant to Sixth Circuit Rule 206. File Name: 12a0065p.06. Appeal from the United States District Court for the Western District of Tennessee at Memphis. No. 06-02186—Bernice Bouie Donald, District Judge. Argued: October 13, 2009.
COUNSEL
ARGUED: David M. Schnorrenberg, CROWELL & MORING LLP, Washington, D.C., for Appellants. William H. Rooney, WILLKIE FARR & GALLAGHER LLP, New York, New York, Eric Mahr, WILMER HALE, Washington, D.C., for Appellees. ON BRIEF: David M. Schnorrenberg, CROWELL & MORING LLP, Washington, D.C., for Appellants. William H. Rooney, WILLKIE FARR & GALLAGHER LLP, New York, New York, Eric Mahr, Caroline T. Nguyen, WILMER HALE, Washington,
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OPINION
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KAREN NELSON MOORE, Circuit Judge. Plaintiffs-Appellants Carrier Corporation, Carrier SA, and Carrier Italia S.p.A. (collectively “Carrier“) appeal the district court‘s dismissal of their claims under the
I. BACKGROUND
A. The Copper Tubing Market
Copper tubing normally is “divided into two main product groups.” Joint Appendix (“J.A.“) at 0036 (Am. Compl. ¶ 41). First, there are “plumbing tubes . . . which are used for water, oil, gas, and heating installations.” Id. Second, there are
Plaintiff Carrier Corporation is a Delaware corporation and Plaintiffs Carrier France SA and Carrier Italia S.p.A. are both subsidiaries of Carrier. Carrier, along with its affiliates, is “the world‘s largest manufacturer of air-conditioning and commercial refrigeration equipment” and consequently, one of the world‘s largest purchasers of ACR copper tubing. Id. ¶ 1. According to Carrier‘s complaint, Defendant OTO and its wholly owned subsidiary OCP are two Finnish companies that, during the relevant time period, produced or sold ACR copper tubing and, either directly or through their subsidiaries, imported it into the United States to sell to U.S. customers. Id. ¶¶ 22, 26. Carrier‘s complaint further states that Defendants Outokumpu U.S.A. and Outokumpu Franklin, both American subsidiaries of OCP, were “engaged in the production or sale of ACR Copper Tubing in the United States.” Id. ¶ 23–24. And Outokumpu Franklin in particular allegedly sold “substantial quantities of ACR Copper Tubing to Carrier in the United States.” Id. ¶ 24. The complaint further alleges that OTO “had effective control over the commercial policy and business decisions of its subsidiaries, and did business through its subsidiaries.” Id. ¶ 25.1
B. The European Commission‘s 2003 and 2004 Decisions
Much of this lawsuit revolves around two decisions issued by the Commission of the European Communities (“EC“). The first came in December 2003, when the EC found that OTO and OCP, along with several other companies, participated in a conspiracy in which they “agreed on price targets and other commercial terms for industrial tubes, coordinated price increases, [and] allocated customers and market
In September 2004, a separate EC decision found a similar violation of European law in the market for plumbing tubes. The EC again found OTO and OCP liable, this time along with with Mueller Industries and Mueller Europe. J.A. at 0072 (EC Plumbing Decision ¶¶ 1–2). The EC decision emphasized, however, that “the arrangements pertaining to plumbing tubes on the one hand and those relating to industrial tubes on the other hand involved different companies (and employees), and were organised in a different way.” Id. ¶ 5. Once again, the decision did not address any whether any conspiracy extended beyond the European markets.
C. The Present Litigation
In its amended complaint, Carrier essentially alleges that the European conspiracy uncovered by the EC was also directed at the U.S. market for ACR industrial tubes, thereby violating the
Carrier specifically alleges that between 1988 and 2001, the Defendants conspired to raise the price for ACR tubing by developing “a customer and market allocation scheme” under which “Carrier‘s business in the United States was allocated to the Outokumpu defendants.” J.A. at 21 (Am. Compl. ¶ 4). The other conspirators, including Wieland-Werke AG (“Wieland“) and KM Europa Metal AG (“KME“), “agreed not to pursue” Carrier‘s U.S. business. Id. In return, Wieland and KME received Carrier‘s European business and the Outokumpu Defendants agreed not to aggressively pursue it. As a result of these agreements, Carrier maintains that it “paid
Outokumpu, Wieland, and KME were able to do this, Carrier alleges, because “they were the three largest producers of ACR Copper Tubing in the world,” which resulted in “circumstances [that] facilitated the conspiracy.” Id. ¶ 5. Carrier also explains that Outokumpu, Wieland, and KME were eager to preempt alternative suppliers that could undercut their prices. To that end, “[t]hey enlisted the support of others in the conspiracy,” including Mueller Industries and Mueller Europe. Id. ¶ 6. The Mueller entities agreed not to pursue Carrier‘s business in the ACR tubing market, and in return, the other conspirators allocated different markets to Mueller.
Carrier substantiates these claims in part by drawing from details found in the EC industrial-tubes decision. For instance, like the EC decision, the complaint alleges that Outokumpu and the other co-conspirators coordinated their conspiracy through the biannual meetings of the trade association known as the Cuproclima Quality Association. In doing so, the complaint quotes various incriminating documents uncovered by the EC investigation, details the time and place of specific meetings, and also describes specific price targets set by the alleged conspirators.
Carrier‘s complaint also includes allegations that were not drawn from the EC decisions. Carrier argues that these allegations provide circumstantial evidence that the market-allocation scheme reached beyond the European markets and into the United States. Indeed, Carrier maintains that the market for ACR copper tubing was global in scope and, as further evidence of such an arrangement, points to an Outokumpu document uncovered in the EC investigation that references a “Global Agreement” between the co-conspirators. Along these lines, Carrier also reasons that any successful conspiracy must have involved the United States so as to prevent a multinational corporation like Carrier from “purchas[ing] all of the corporation‘s world-wide demand for ACR Copper Tubing in the United States and then ship[ping] those products to
In December 2006, Outokumpu moved to dismiss the amended complaint under
A. Jurisdictional Prerequisites
Outokumpu first argues that the district court correctly found subject-matter jurisdiction lacking because Carrier‘s complaint was “wholly insubstantial.” See Outokumpu Br. at 26. Although the district court‘s reasoning was premised on its determination that the complaint had no substance of its own, Outokumpu‘s argument extends that focus and also maintains that Carrier fails to allege any substantial U.S.-market involvement, a required element for extraterritorial jurisdiction under the
1. Jurisdiction Under the Sherman Act
Since Judge Learned Hand‘s leading opinion in United States v. Aluminum Co. of America (Alcoa), 148 F.2d 416, 443 (2d Cir. 1945), which proposed the need for practical limitations on the
Hartford Fire involved
if not more, direct. Carrier alleges that the U.S. market was intertwined in the conspirators’ allocation efforts and that the result of that agreement was to raise prices artificially for ACR copper tubing for transactions between the co-conspirators and buyers in the United States. J.A. at 0039–40 (Am. Compl. ¶¶ 51, 54). Taking those allegations as true, as we must do at this stage in the litigation, we have no hesitation in concluding that Carrier‘s complaint meets any threshold jurisdictional requirement imposed by the
2. Subject-Matter Jurisdiction
Because Carrier has met any required threshold for stating a claim against a foreign entity under the
Challenges to subject-matter jurisdiction under
a. Outokumpu‘s Facial Attack
In order for Carrier‘s complaint to allege jurisdiction adequately, it must contain non-conclusory facts which, if true, establish that the district court had jurisdiction over the dispute. O‘Bryan v. Holy See, 556 F.3d 361, 375–76 (6th Cir.), cert. denied, 130 S. Ct. 361 (2009). The district court dismissed Carrier‘s complaint on the basis that it is “wholly insubstantial.” J.A. at 0930 (Dist. Ct. Op. at 10). We, however, disagree that this case presents one of the rare instances that permit a district court to dismiss a complaint because “the plaintiff‘s claims are clearly immaterial, made solely for the purpose of obtaining jurisdiction or are wholly unsubstantiated and frivolous.” Gentek, 491 F.3d at 332 (internal quotation marks omitted).
Carrier‘s complaint describes, in some detail, an elaborate worldwide conspiracy in which the U.S. market for ACR copper tubing was assigned to Outokumpu. Furthermore, Carrier alleges that this conspiracy caused the price of goods purchased within the United States to increase, which in turn caused a direct antitrust injury. In support of these allegations, the complaint references numerous specific dates during which the Cuproclima cartel met and the various agreements its members entered into. Assuming that these allegations are true, as we must, we conclude that Carrier has met any applicable requirement that it allege a non-conclusory effect on U.S. commerce. Cf. Hartford, 509 U.S. at 795–97 (finding jurisdictional requirements easily satisfied when complaint alleged that “London reinsurers . . . conspired to coerce primary insurers in the United States to offer” certain forms of coverage—a claim that alleged both an impact on the U.S. insurance market and that the reinsurers’ “conduct in fact produced substantial effect“).
Outokumpu, which attached the full EC decision to its motion to dismiss, counters that many of the details contained in the complaint are drawn from the EC
We are unpersuaded by this argument. Initially, Outokumpu overstates the degree to which Carrier‘s complaint conflicts with the EC decision. For instance, as Carrier points out, the EC industrial-tubes decision clearly states that “[i]nsofar as the activities of the cartel relate[] to sales in countries that are not members of the Community . . . they lie outside the scope of this Decision.” J.A. at 0332 (EC ACR Decision ¶ 229). Thus, any silence on the part of the EC decision as to U.S. markets may simply reflect the limited scope of the decision. Outokumpu responds that “even a cursory review of the EC‘s cartel decisions makes clear that Commission decisions addressing cartels that extend beyond Europe regularly describe the entire geographic scope of the cartel.” Outokumpu Br. 2 at 47. But the mere fact that the EC does at times look beyond Europe should not trump its otherwise explicit statement that it is not concerned with outside markets.5
In addition, to the extent that there is a conflict between Carrier‘s allegations and the EC decision, we do not agree that Carrier is bound by the EC‘s findings. Ordinarily,“[d]ocuments that a defendant attaches to a motion to dismiss are considered part of the pleadings if they are referred to in the plaintiff‘s complaint and are central to her claim.” Weiner v. Klais & Co., 108 F.3d 86, 89 (6th Cir. 1997) (alteration in
Furthermore, Carrier offers additional circumstantial allegations that corroborate its claim that the market-allocation scheme extended to the United States. Although
This analysis demonstrates that, contrary to Outokumpu‘s argument—and the district court‘s conclusion—Carrier‘s complaint does not fall within the rare exception created by Bell v. Hood, 327 U.S. 678, 682–83 (1946), which permits district courts to dismiss complaints that are “wholly insubstantial and frivolous.” See also Musson Theatrical, Inc. v. Fed. Express Corp., 89 F.3d 1244, 1248 & n.1 (6th Cir. 1996) (stating that “[w]hen a
The district court concluded that Carrier‘s complaint falls within the exception because it “cut-and-pasted” many sections of the EC decisions. As explained above, however, the mere fact that the complaint borrows its substance from the EC decision and then builds on the EC‘s findings does not render its allegations any less valid. Furthermore, even if all of the facts taken from the EC decisions were stripped from the complaint, Carrier‘s complaint still offers additional allegations, such as its claims regarding KME and Wieland‘s sudden entry into the U.S. market. As even the district court noted, portions of Carrier‘s complaint “create[d] a close approximation of [the] factual predicate” needed to establish its claim. J.A. at 927 (Dist. Ct. Order at 7). Under such circumstances, Carrier‘s complaint comes nowhere near the level of frivolity required by the “wholly insubstantial and frivolous” exception, and the district court erred in dismissing the case on that basis.
b. Outokumpu‘s Factual Attack
Outokumpu further argues that, even if Carrier‘s complaint facially appears to plead a U.S.-focused conspiracy, to the extent that the district court made factual findings in applying the “wholly insubstantial” standard and making its determination that the allegations lacked the requisite “U.S. nexus,” we should review that analysis using the standards for a factual attack. Outokumpu Br. 2 at 55 n.17.
We first note that it is unclear whether the district court here made any findings of fact. Indeed, the court never explicitly stated that it was doing so. The court did, however, assess the complaint‘s “credibility,” J.A. at 927 (Dist. Ct. Op. at 7), and referenced its own power to “mak[e] reasonable inquiry into the facts,” id. at 929 (Op. at 9). Therefore, we assume that the district court found, as a matter of fact, that the conspiracy alleged in Carrier‘s complaint did not target U.S. markets.
In the context of
In conclusion, we hold that the district court did not lack subject-matter jurisdiction over Carrier‘s complaint. We therefore proceed to an evaluation of the merits of Outokumpu‘s
B. The Outokumpu Defendants’ Rule 12(b)(6) Motion
The Defendants next argue that Carrier‘s complaint fails to state a claim. We review de novo a district court‘s decision to grant a
To survive a motion to dismiss under
Carrier‘s claim falls under § 1 of the
Outokumpu first reiterates its previous argument that the alleged conspiracy had no effect on the United States. That argument, however, fails for the same reasons as did Outokumpu‘s challenge to this court‘s subject-matter jurisdiction under the
Outokumpu‘s U.S. entities—Outokumpu U.S.A. and Outokumpu Copper Franklin—then argue that there are insufficient allegations as to their specific involvement in the conspiracy. The two U.S. entities’ argument stems from Carrier‘s frequent use of blanket references to the “Outokumpu defendants,” without always specifying the role that each corporate entity played in the conspiracy. Outokumpu U.S.A. and Outokumpu Copper Franklin further note that neither EC decision mentions their involvement. In addition, the complaint does not specifically identify either company as a member of the Cuproclima conspiracy.
Even in the absence of direct allegations that Outokumpu‘s U.S. entities were co-conspirators at Cuproclima, however, the court may look beyond those entities’ corporate forms if the complaint presents facts to support a determination that the subsidiaries were alter egos of the parent corporation. Cf. Opdyke Inv. Co. v. City of Detroit, 883 F.2d 1265, 1272 (6th Cir. 1989) (“It is true that the parent and subsidiary companies . . . were separately incorporated, but they must be treated as a single entity under the antitrust laws.” (citing Copperweld Corp. v. Independence Tube Corp, 467 U.S. 752 (1984))); Bhd. of Locomotive Engineers v. Interstate Commerce Comm‘n, 909 F.2d 909, 914 (6th Cir. 1990) (indicating that a wholly controlled subsidiary may be an “alter ego” of the parent company depending on the facts of a particular case). Thus, the question becomes whether OTO and OCP‘s control over the U.S. entities was sufficiently extensive to permit imputation of the conspiracy to the U.S. entities.
For purposes of the motion to dismiss, Carrier‘s allegations are sufficient to support such a determination. The complaint identifies that the U.S. entities are responsible for selling the overpriced tubing directly to Carrier, stating, for instance, that “[d]uring the Relevant Period, [Outokumpu Copper Franklin] sold substantial quantities of ACR Copper Tubing to Carrier in the United States.” J.A. at 0028 (Am. Compl.
C. Statute of Limitations and Personal Jurisdiction
Turning to the cross-appeal, Outokumpu next argues that Carrier‘s complaint is time-barred and that the district court lacked personal jurisdiction over OTO and OCP. Because it decided the case on other grounds, the district court did not address either of these issues in its dismissal order.
As an initial matter, “[i]t is the general rule . . . that a federal appellate court does not consider an issue not passed upon below.” Katt v. Dykhouse, 983 F.2d 690, 695 (6th Cir. 1992) (alteration in original) (quoting Singleton v. Wulff, 428 U.S. 106, 120 (1976)). We make an exception, however, for cases such as this one in which “the issue[s are] presented with sufficient clarity and completeness and [their] resolution will materially advance the progress of . . . already protracted litigation.” Id. (internal quotation marks omitted). This litigation has been ongoing since 2006, and both Outokumpu and Carrier have fully briefed the statute-of-limitations and personal-jurisdiction issues. We therefore think it appropriate to address Outokumpu‘s arguments.
A
“Three elements must be pleaded in order to establish fraudulent concealment: (1) wrongful concealment of their actions by the defendants; (2) failure of the plaintiff to discover the operative facts that are the basis of his cause of action within the limitations period; and (3) plaintiff‘s due diligence until discovery of the facts.” Dayco Corp. v. Goodyear Tire & Rubber Co., 523 F.2d 389, 394 (6th Cir. 1975). A plaintiff must plead the factual allegations underlying a claim of fraudulent concealment with particularity. Friedman v. Estate of Presser, 929 F.2d 1151, 1160 (6th Cir. 1991). With regard to the “wrongful concealment” element the plaintiff must point to “affirmative acts of concealment.” Hamilton Cnty. Bd. of Comm‘rs v. Nat‘l Football League, 491 F.3d 310, 319 (6th Cir. 2007). “[M]ere silence or unwillingness to divulge wrongful activities is not sufficient.” Browning v. Levy, 283 F.3d 761, 770 (6th Cir. 2002). Instead, there must be some “‘trick or contrivance intended to exclude suspicion and prevent inquiry.‘” Pinney Dock & Transp. Co. v. Penn Cent. Corp., 838 F.2d 1445, 1467 (6th Cir.), cert. denied, 488 U.S. 880 (1988) (quoting Wood v. Carpenter, 101 U.S. (11 Otto) 135, 143 (1879)). Furthermore, in evaluating the due-diligence element, the court should evaluate such acts of active concealment as a factor in determining whether the plaintiff‘s investigation was reasonable under the circumstances. Campbell v. Upjohn Co., 676 F.2d 1122, 1128 (6th Cir. 1982). Thus “[a]ctions such as would deceive a reasonably diligent plaintiff will toll the statute; but those plaintiffs who delay unreasonably in investigating circumstances that should put them on notice will be foreclosed from filing, once the statute has run.” Id.
Other portions of the complaint, however, provide specific details regarding the nature of the alleged cover-up. For example, the complaint quotes the EC‘s findings that the conspirators “‘established security rules to prevent a paper trail . . . and used a coding-system to hide the identity of the producers in their documents and spreadsheets.‘” J.A. at 0052 (Am. Compl. ¶ 105). In contrast to those discussed above, these allegations—especially when coupled with the details referenced in the cited portion of the EC decision and associated cross-references—are sufficiently particular to meet the pleading standard for fraudulent concealment. See J.A. at 0330 (EC ACR Dec. ¶ 218); In re Elec. Carbon Prods. Antitrust Litig., 333 F. Supp. 2d 303, 316 (D.N.J. 2004) (concluding that a plaintiff “injected precision” into its fraudulent-concealment claim “by pleading the findings of the United States Department of Justice and the European Commission” (internal quotation marks omitted)). Furthermore, such conduct is sufficiently affirmative for purposes of satisfying the “wrongful concealment” element because the alleged actions involved taking active steps to hide evidence, as opposed to
As for the third prong of Dayco—Carrier‘s due diligence—Carrier‘s complaint acknowledges that it was aware that the EC was investigating Outokumpu for antitrust violations as early as 2001. This would appear to be enough to place Carrier on inquiry notice, which in turn would require Carrier diligently to investigate its possible claim. Dayco, 523 F.2d at 394 (holding that government investigation into alleged antitrust violations prompted duty to investigate). Despite Carrier‘s failure to uncover the cartel, however, Carrier‘s complaint sufficiently alleges “reasonable diligence” in the investigation it undertook upon learning of the possible conspiracy. Indeed, this is not a instance in which the plaintiff presented a “mere allegation of due diligence without asserting what steps were taken.” Id. Rather, Carrier alleges that prior to December 2003, an employee with the Global Purchasing Department named Fred Benedict contacted several copper tubing suppliers to ask them about the alleged conspiracy, but was unable to procure any information. Carrier‘s examination of the defendants’ public statements and filings also turned up no information relating to a possible cartel or other anticompetitive conduct. Later, after acquiring additional information from the EC decision, which Carrier asserts “provided the first means for beginning an analysis of cartel behavior and its effect on Carrier,” Carrier alleges that it retained both outside counsel and an economic consultant to conduct a more thorough investigation. J.A. at 0055 (Am. Compl. ¶ 111). We are not prepared to conclude that such efforts were insufficient to satisfy Dayco‘s “due diligence” requirement at such an early stage of litigation and without the benefit of discovery. Cf. Jones v. TransOhio Sav. Ass‘n, 747 F.2d 1037, 1043 (6th Cir. 1984) (noting the panel‘s reluctance to dismiss fraudulent-concealment allegations prior to discovery); Duncan v. Leeds, 742 F.2d 989, 993 (6th Cir. 1984) (addressing the need to construe allegations of fraudulent concealment liberally and in the plaintiff‘s favor at such an early stage in the litigation). Although we may dismiss a claim of fraudulent concealment when it is obvious from the complaint that the plaintiff conducted absolutely no investigation, see, e.g., Ruth v. Unifund CCR Partners, 604 F.3d 908, 911–14 (6th Cir. 2010), when there is some question as to the depth and scope of that investigation, a plaintiff should be allowed to proceed forward.9 We therefore conclude that, taking the allegations in Carrier‘s favor as we must at this stage in the litigation, Carrier has adequately pleaded its fraudulent-concealment claim, and its cause of action should not be dismissed as time-barred.
2. Personal Jurisdiction
Finally, we address OTO and OCP‘s argument concerning personal jurisdiction. “To comply with due process, a court‘s exercise of its power over an out-of-state defendant must not offend traditional notions of fair play and substantial justice.” Indah v. U.S. Sec. & Exchange Comm‘n, 661 F.3d 914, 920 (6th Cir. 2011) (quoting Int‘l Shoe Co. v. Washington, 326 U.S. 310, 316 (1945)) (internal quotation marks omitted). Personal jurisdiction comes in two varieties: specific jurisdiction, which “‘is confined to adjudication of issues deriving from, or connected with, the very controversy that establishes jurisdiction,‘” and “‘general, all-purpose jurisdiction.‘” Id. (quoting Goodyear Dunlop Tires Operations, S.A. v. Brown, 131 S. Ct. 2846, 2851 (2011)).
For
Because Carrier appears to assert only specific jurisdiction, our minimum contacts analysis is likewise limited to that issue. Thus, to establish personal jurisdiction in this case, Carrier must adequately show the following elements in accordance with the
First, the defendant must purposefully avail himself of the privilege of acting in the forum state or causing a consequence in the forum state. Second, the cause of action must arise from the defendant‘s activities there. Finally, the acts of the defendant or consequences caused by the defendant must have a substantial enough connection with the forum state to make the exercise of jurisdiction over the defendant reasonable.
Applying that test here but analyzing contacts with the United States, we conclude that the district court had specific jurisdiction over the Finnish Outokumpu entities based on their ties to the United States.
Looking first to purposeful availment, we must determine whether OCP and OTO have “engaged in some overt actions connecting [them] with the forum state.” Fortis Corporate Ins. v. Viken Ship Mgmt., 450 F.3d 214, 218 (6th Cir. 2006) (internal quotation marks omitted). With respect to OCP, Carrier argues that the company had sufficient contacts with the United States both independently and through its subsidiaries. In support of OCP‘s independent contacts, Carrier points to exhibits indicating that certain OCP officers lived in the United States and that OCP also sent personnel from Finland to work on the Carrier account on its behalf. Carrier also points to an affidavit indicating at least one instance in which OCP employees traveled to the United States to conduct business with Carrier and to reports indicating that OCP imported a certain amount of copper tubing into the United States. Similar facts support Carrier‘s claim that, because of the close interrelationship between OCP and its U.S. subsidiaries, the contacts of the U.S. subsidiaries can be attributed to OCP. Specifically, Carrier asserts that in addition to residing in the United States, many high-ranking OCP executives held day-to-day management responsibilities within the U.S. subsidiaries, and that the subsidiaries’ boards of directors were dominated by OCP personnel. Carrier also points to evidence suggesting that OCP used its subsidiaries as agents responsible for forwarding copper tubing imports to customers like Carrier in the United States.
This circuit has adopted the alter-ego theory of personal jurisdiction, which “provides that a non-resident parent corporation is amenable to suit in the forum state 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.” Estate of Thomson v. Toyota Motor Corp. Worldwide, 545 F.3d 357, 362 (6th Cir. 2008). Taking Carrier‘s pleadings and supporting affidavits in its favor, we conclude that the above allegations facially support the application of this theory with respect to both OCP and OTO. Cf. Third Nat‘l Bank, 882 F.2d at 1090 (finding personal jurisdiction over a parent company that, among other things, was a 100% owner of the subsidiary and had directors serving on the subsidiary‘s board).
Furthermore, to the extent that the allegations relate specifically to Outokumpu‘s anti-competitive conduct toward Carrier, the contacts are “enhanced” by the Calder-effects doctrine. Air Prods. & Controls, Inc. v. Safetech Int‘l, Inc., 503 F.3d 544, 552–53 (6th Cir. 2007). In Calder v. Jones, 465 U.S. 783 (1984), the Supreme Court held that a plaintiff can establish personal jurisdiction when it alleges that the defendant “expressly aimed” tortious conduct at the forum in question and the “brunt of the harm” is felt there. Calder, 465 U.S. at 789; see also Neal v. Janssen, 270 F.3d 328, 331 (6th Cir. 2001) (“[E]ven a single act by [a] defendant directed toward [the relevant forum]
Here, the conspiracy in which OCP and OTO allegedly participated had an explicit geographical focus. According to the complaint, one of the main pillars of the conspiracy was allocating Carrier‘s U.S. business to the Outokumpu defendants, thereby forcing Carrier to pay higher prices in the United States. Such conduct serves as a paradigmatic example of “expressly aiming” tortious conduct. Carrier has thus sufficiently alleged purposeful availment under the Southern Machine test. As for the second part of the Southern Machine test, we conclude that Carrier‘s cause of action “arises from” its U.S. contacts. To satisfy this factor, we “require[] only that the cause of action, of whatever type, have a substantial connection with the defendant‘s [in-forum] activities.” Bird, 289 F.3d at 875. Insofar as the complaint is premised on the alleged harm that Outokumpu “expressly aimed” at Carrier, that lenient standard is easily met. See Air Prods., 503 F.3d at 552.
Finally, although we recognize the need to use particular caution when extending personal jurisdiction to foreign defendants, see Fortis, 450 F.3d at 223, because OTC and OCP have not argued that exercising jurisdiction over them would be “unreasonable” under the third prong of the Southern Machine test, they have not rebutted the “inference of reasonableness” that arises when the plaintiff sufficiently demonstrates the first two prongs of that test. Air Prods., 503 F.3d at 554 (internal quotation marks omitted). We therefore conclude that the district court had personal jurisdiction over OTO and OCP.10 We emphasize however, that our holding is based only on a facial analysis of Carrier‘s pleadings and exhibits. OTO and OCP are free to seek an evidentiary hearing or to raise this issue again at the summary-judgment stage. See Neogen Corp. v. Neo Gen Screening, Inc., 282 F.3d 883, 893 (6th Cir. 2002).
For the reasons stated above, we REVERSE the district court‘s judgment with respect to Outokumpu Oyj, Outokumpu Copper Products Oy, Outokumpu Copper (U.S.A.), Inc., and Outokumpu Copper Franklin, Inc. and REMAND for further proceedings.