Opinion
A146601
10-11-2017
AMERICAN SILICON VALLEY VISTA TECHNOLOGY, LLC, Plaintiff and Appellant, v. SIPI METALS CORP., ET AL., Defendants and Respondents.
NOT TO BE PUBLISHED IN OFFICIAL REPORTS
California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for publication or ordered published, except as specified by rule 8.1115(b). This opinion has not been certified for publication or ordered published for purposes of rule 8.1115. (Alameda County Super. Ct. No. HG14732598)
American Silicon Valley Vista Technology LLC (ASVVT) appeals from a judgment dismissing its second amended complaint as to respondents Sipi Metals Corporation (Sipi) and Marion Cameron (Cameron), which the trial court entered after granting respondents' motion to quash for lack of personal jurisdiction. (Code Civ. Proc., § 418.10.) ASVVT contends it presented evidence that respondents had contacts with California sufficient for the exercise of general and specific jurisdiction. We will affirm the judgment.
I. FACTS AND PROCEDURAL HISTORY
A. Pleadings
In July 2014, ASVVT sued Reclamation LLC (Reclamation), Reclamation's former member, Edward Watkins (Watkins), respondent Sipi (Reclamation's current sole member) and respondent Cameron (Sipi's Chief Executive Officer). Reclamation and Watkins are domiciled in California, while respondents Sipi and Cameron are domiciled in Illinois.
The operative pleading for purposes of this appeal is ASVVT's second amended complaint, filed in February 2015. In that pleading, ASVVT alleged that "defendants" entered into a written "Materials Processing Agreement" (MPA) in March 2013, by which defendants would purchase and receive used circuit boards from ASVVT, perform a refining process to recover precious metals from the circuit boards, and then sell the precious metals and share the proceeds with ASVVT according to a formula set forth in the MPA. It further alleged that, beginning in June 2015, the defendants breached the MPA by taking delivery of certain circuit boards but failing to pay for them. Asserting breach of contract, fraud, and other causes of action, ASVVT contended that defendants owe it over $500,000. Attached to the second amended complaint was a copy of the MPA, which recites that it was entered into by ASVVT and Reclamation only, and is signed by ASVVT and by Watkins on behalf of Reclamation.
Reclamation and Watkins filed a demurrer to the second amended complaint, which the court sustained with leave to amend. Sipi and Cameron, appearing specially pursuant to Code of Civil Procedure section 418.10, filed a motion to quash.
B. Motion to Quash
Sipi and Cameron sought an order quashing service of the summons on the ground that they lacked sufficient contacts with California for the exercise of personal jurisdiction. They supported their motion with evidence including a declaration from Cameron.
1. Sipi's and Cameron's Evidence
a. Sipi
Sipi is a Chicago-based "smelter" - a refiner of precious metals and producer of brass and bronze - that opened in 1905. It is incorporated under the laws of the State of Illinois and has its principal business offices and refining plant in Chicago. It does not have any offices in California, is not registered to do business in California, and does not maintain any bank accounts in California.
Sipi and Watkins founded Reclamation, a "reclaimer," as a California limited liability company. After Reclamation suffered significant financial reverses, Sipi purchased Watkins's 50 percent interest in Reclamation. Although a subsidiary of Sipi, Reclamation operates as a stand-alone business. As a reclaimer, Reclamation sends scrap to a smelter (such as Sipi), and the smelter smelts down the scrap to recover the valuable metals and siphon off non-valuable items.
Sipi did not negotiate or enter into any agreements with ASVVT for the purchase or processing of any of the circuit boards at issue in the second amended complaint. Any circuit boards described by the second amended complaint that Sipi ultimately received for processing were delivered to Sipi's Illinois facilities by Reclamation; Sipi did not take delivery of any of the circuit boards in California.
b. Cameron
Cameron has been a resident of Illinois for over 30 years. She owns a home in Illinois, has an Illinois driver's license, and maintains all of her bank accounts in Illinois. She has never resided in California, held a California driver's license, maintained a bank account in California, operated a business in California, or been an officer or director of any company incorporated in California. Cameron's only contacts with California have been brief vacations with friends or at a vacation home she purchased in 2010. Other than the vacation home, Cameron does not own any property in the state, and all of the utility and tax bills for the vacation home are sent to her in Illinois.
Cameron has been Sipi's CEO and president since 2007 and was an Executive Vice President with Sipi from 1990 to 2006. She has never initiated any contact with any of ASVVT's principals. To the extent any communication occurred at all between Cameron and an ASVVT principal, it occurred while she was in Illinois. She is not an employee, officer, or member of Reclamation, and she holds no ownership interest in Reclamation. Nor has she traveled to California to conduct business on behalf of Sipi or Reclamation.
2. ASVVT's Opposition
ASVVT filed an opposition to the motion to quash, including a declaration from Rodney Wang, its Chief Financial Officer (CFO). Essentially, ASVVT argued that Reclamation is really just a California branch of Sipi, it is owned by Sipi, Sipi exercises control over its management, Sipi and Cameron were actively involved in the MPA, and Sipi purposefully availed itself of California through Reclamation.
In his declaration, Wang averred that Watkins told him, while negotiating the subject contract, that Sipi owned half of Reclamation and Reclamation was Sipi's California branch. Wang understood that Reclamation was acting as Sipi's agent for procuring the recycled boards from ASVVT to be processed by Sipi in Chicago. Watkins also told Wang that Sipi gives him access to a multi-million-dollar trade line for purchasing materials. In June 2013, when discussing the results of a prior batch of materials sent to Sipi, Watkins called Cameron (as his partner at Sipi) and the three had a conversation in which Wang offered to sell ASVVT's materials at a discounted rate, Cameron agreed, and Cameron instructed Watkins to issue payment for the lot of materials. Wang then sent another lot to Sipi, starting in June 2013, for which ASVVT was never paid as alleged in the second amended complaint.
Sipi and Cameron filed a reply memorandum and a declaration from Watkins controverting Wang's declaration. Watkins averred that he never told Wang that Reclamation was a branch of Sipi or that Sipi controlled Reclamation. To his recollection, the only time anyone from ASVVT ever talked with Cameron was in February 2013, after Wang asked to talk to Watkins and Sipi regarding ASVVT's account and Reclamation's hold on further payments to ASVVT; Watkins initiated the call and Cameron was in Illinois at the time.
3. Initial Hearing
At a hearing on May 15, 2015, the court continued the matter to August 14, 2015, to allow ASVVT to conduct discovery to support its claim of jurisdiction over Sipi and Cameron.
4. ASSVT's Supplemental Briefing and Evidence
After conducting discovery, ASVVT filed a supplemental memorandum opposing the motion to quash, along with a 156-page declaration from its lawyer, Paul L. Gumina, with exhibits including portions of the transcript of Watkins's deposition.
According to Gumina's declaration and the excerpts of Watkins's deposition, Watkins first became acquainted with Sipi in 1970, while he was working as a sales representative for a metals company in Chicago. In 1994, Watkins formed a corporation that did business as a metals recycling company (Watkins Reclamation) in Hayward, California. From 1994 to 1996, Watkins Reclamation conducted business with Sipi, using Sipi as a refiner of electronic scrap.
In 1996, Watkins and Sipi formed Reclamation as a California limited liability company. Sipi invested $200,000 and obtained a 50 percent interest. Watkins contributed the equivalent of $200,000 (in shares of Watkins Reclamation, an S-corporation) and also received a 50 percent interest. According to Watkins, Sipi formed Reclamation with Watkins because it wanted a "West Coast company connection" so it could do business with semiconductor manufacturing companies through Watkins, by offering Reclamation, a reclaimer, standard industry prices for its smelting services.
Reclamation operates at the location of the former Watkins Reclamation business, and its primary activity involves the processing of electronic scrap for the recovery of precious metals. Reclamation frequently uses Sipi as the refiner for raw materials that Reclamation purchases in California.
Reclamation's website contains the following statement: "Reclamation LLC is 50% owned by Sipi Metals, a 110 year old, $400 million dollar precious metal corporation. Sipi and Reclamation LLC are committed to conducting business in an ethical, socially responsible and environmentally sustainable manner." Reclamation's website also refers to Sipi as "our partner" and contains a link to Sipi's website. It describes the San Francisco Bay Area and Silicon Valley as a strategic location. And it states that "Reclamation was formed in 1996 as a joint venture between Reclamation Inc. and [Sipi]."
Reclamation is now wholly owned by Sipi. In 2013 or 2014, Cameron and a lawyer for Sipi told Watkins to sell his membership shares in Reclamation to Sipi for $2.00, and he did so; Reclamation had borrowed money from Sipi and, illiquid, was unable to repay Sipi and had insufficient collateral. Watkins claimed he sold his membership shares in satisfaction of debts that Reclamation owed Sipi, even though Sipi had not claimed he was indebted to Sipi personally. Although no longer a member of Reclamation, Watkins is employed at Reclamation as a manager and reports to Cameron, the CEO of Reclamation's sole member (Sipi).
Reclamation's Operating Agreement provided Reclamation with a $100,000 line of credit, which the parties informally expanded to a $1 million line of credit. Beginning in 1996, Reclamation drew on that line of credit to obtain funds from Sipi to continue its day-to-day operations when Reclamation had insufficient revenue. The use of the line of credit, as well as repayments, were documented in financial statements.
Cameron was "in the loop" on Watkins's request that Reclamation borrow over $700,000 from Sipi to pay ASVVT for circuit board materials. The funds paid to ASVVT by Reclamation for purchases before the MPA came from Sipi and were approved by Cameron.
Cameron was also personally involved in at least one conference call with ASVVT when they discussed ASVVT's complaints that Reclamation and Sipi had not paid for shipments made under the MPA, and the complaints by Reclamation and Sipi that ASVVT owed Reclamation approximately $729,000. According to Watkins, it was Cameron who proposed terms that were ultimately rejected by Wang during the conference call.
5. Sipi and Cameron's Reply
Sipi and Cameron filed a reply memorandum and a declaration attaching Reclamation's operating agreement and the employment agreement between Reclamation and Watkins.
6. Court's Grant of Motion to Quash at Reconvened Hearing
At the reconvened hearing on August 14, 2015, the court granted the motion to quash.
The court began by explaining why the evidence ASVVT submitted before the initial hearing had not established general or specific jurisdiction over Sipi or Cameron. "That evidence, even if credited, demonstrates only that (l) Sipi owns one half of Reclamation LLC . . . and (2) Plaintiff's Secretary Rodney Wang once called [Cameron] from Reclamation LLC's office, and she agreed that Reclamation LLC should issue payments to Plaintiff for materials that had already been delivered. That evidence is insufficient to demonstrate that either Sipi or Cameron are subject to general jurisdiction in California. [Citations.] Nor did this evidence establish that either Sipi or Cameron were subject to specific jurisdiction for Plaintiff's claims. The evidence submitted by Sipi and Cameron prior to the May 15, 2015 hearing demonstrates that they lack continuous and systematic contacts with California, that they have not availed themselves of benefits of the forum state, and that this case doesn't arise out of any contacts by Sipi or Cameron with California."
The court next explained why ASVVT's supplemental evidence was insufficient for general jurisdiction. As to SIPI, the evidence (including Watkins's deposition testimony) "demonstrates that Reclamation LLC is a wholly owned subsidiary of Sipi, and that Reclamation LLC has a line of credit with Sipi that helps to fund Reclamation LLC's" operations. "That evidence does not demonstrate that the operations in California of Sipi . . . are 'so substantial as to render [Sipi] at home' in California. [Citation.] . . . Watkins' conclusory reference to Reclamation LLC as a joint venture between Sipi and Reclamation Inc. . . . is insufficient to establish general jurisdiction over Sipi under [Young v. Daimler AG (2014) 228 Cal.App.4th 855]." "As to Cameron, Plaintiff has not submitted any additional evidence suggesting that she is subject to general jurisdiction in California. The evidence cited in paragraph 12 of the Declaration of Plaintiff's counsel Paul Gumina demonstrates only that Cameron participated in a conference call in which Plaintiff complained it had not been paid for materials, and that Cameron proposed a resolution for the dispute that was rejected by Plaintiff. That does not provide a basis to subject Cameron to general jurisdiction in California."
Finally, the court explained why neither Sipi nor Cameron is subject to specific jurisdiction: "Plaintiff's claims arise from Defendant Reclamation LLC's alleged failure to pay Plaintiff money owed under a contract between Plaintiff and Reclamation LLC. They do not arise from any contacts between Sipi or Cameron and California."
The court dismissed the case as to Sipi and Cameron. This appeal followed.
ASVVT's notice of appeal states that ASVVT is appealing from the judgment of dismissal after an order sustaining a demurrer entered on August 14, 2015. It is apparent that ASVVT intended to appeal from the order dismissing Sipi and Cameron from the case, based on the motion to quash, which was entered on August 14, 2015. We construe the notice of appeal broadly to conclude that the issues raised on appeal are properly before us.
II. DISCUSSION
California courts may exercise jurisdiction over a defendant on any basis that is not inconsistent with the United States Constitution or the California Constitution. (Code Civ. Proc., § 410.10.) To comply with due process, the defendant must have sufficient minimum contacts with the state, such that the assertion of jurisdiction does not violate " ' "traditional notions of fair play and substantial justice." ' " (Vons Companies, Inc. v. Seabest Foods, Inc. (1996) 14 Cal.4th 434, 444-445 (Vons); see International Shoe Co. v. Washington (1945) 326 U.S. 310, 316.)
There are two categories of personal jurisdiction - general and specific. The paradigm of general jurisdiction for an individual is his or her domicile, and for a corporation its state of incorporation or principal place of business. (Daimler AG v. Bauman (2014) 134 S.Ct. 746, 760 (Daimler).) A nonresident is subject to general jurisdiction only if it has substantial, continuous and systematic contacts with the state. (Ibid.) If general jurisdiction exists, the defendant may be sued in California whether or not its contacts with the state are related to the controversy alleged in the litigation. (Ibid.) On the other hand, specific jurisdiction exists if the nonresident has purposefully availed itself of the state, those contacts are related to or gave rise to the controversy, and the exercise of jurisdiction would comport with justice and fairness. (Vons, supra, 14 Cal.4th at pp. 445-447.)
The plaintiff bears the burden of showing that the defendant has sufficient minimum contacts with the state to justify jurisdiction. (Vons, supra, 14 Cal.4th at p. 449.) "The plaintiff must provide affidavits and other authenticated documents in order to demonstrate competent evidence of jurisdictional facts." (In re Automobile Antitrust Cases I & II (2005) 135 Cal.App.4th 100, 110.) Allegations in an unverified complaint (as here) are insufficient, and declarations must offer specific evidentiary facts rather than vague assertions of ultimate facts. (Ibid.) Each defendant's contacts with the forum state must be assessed individually. (Calder v. Jones (1984) 465 U.S. 783, 790.)
A. General Jurisdiction
As mentioned, general jurisdiction may exist over a nonresident defendant if the defendant's contacts with the state are substantial, continuous, and systematic. (Vons, supra, 14 Cal.4th at p. 445.) More specifically, a nonresident corporation must engage in a substantial, continuous and systematic course of business that is so extensive that it is "comparable to a domestic enterprise in the state," and it can fairly be said that the corporation is essentially "at home" here. (Daimler, supra, 134 S.Ct. at p. 758 fn. 11 (italics added); see Goodyear Dunlop Tires Operations, S.A. v. Brown (2011) 564 U.S. 915, 919, 924 (Goodyear); Young v. Daimler AG (2014) 228 Cal.App.4th 855, 862-863 (Young).) ASVVT does not meet this standard with respect to either Sipi or Cameron.
1. Sipi
Sipi is incorporated in Illinois, and Illinois is its principal place of business. It is not a California domiciliary. The fact that it transacts business with companies in California does not give rise to general jurisdiction. (E.g., Goodyear, supra, 564 U.S. at p. 929.) Although Sipi has a California subsidiary (Reclamation), the formation, ownership and inherent control of a subsidiary for the purpose of conducting business in the state does not subject a nonresident parent to jurisdiction either. (Sonora Diamond Corp. v. Superior Court (2000) 83 Cal.App.4th 523, 540, 546.) Nor does the existence of common officers and directors, or the issuance of consolidated financial reporting. (Id. at pp. 548-549.) To the contrary, the normal parent-subsidiary relationship "contemplates a close financial connection between parent and subsidiary and a certain degree of direction and management exercised by the former over the latter" and is inadequate to establish general jurisdiction. (Id. at pp. 540-541.)
ASVVT's arguments to the contrary are unavailing. It contends the trial court did not consider the facts ASVVT asserted in its opposition to the motion to quash - namely the averments in the declarations of CFO Wang and attorney Gumina, which purported to summarize Watkins's deposition testimony. But it is obvious from the record that the court did consider this evidence. The fact that the court was able to distill the assertions in Wang's declaration and Gumina's 156-page declaration into a few paragraphs does not mean the court ignored them; to the contrary, the court's order and the reporter's transcript of the hearing make clear that the court carefully considered the evidence but concluded it was simply insufficient.
Moreover - and more to the point for purposes of this appeal - this court has considered the evidence carefully and, like the trial court, we conclude the evidence (as opposed to ASVVT's rhetoric) is insufficient to establish jurisdiction.
For example, ASVVT contends that "Watkins admitted that Reclamation is, in reality, the California branch office of Defendant Sipi." But the evidence shows that Watkins admitted no such thing. Watkins did not testify that Reclamation is a California branch office of Sipi, but that Sipi was interested in forming Reclamation in order to have a "West Coast company connection" - a company that it could pay, at a standard industry price, to obtain the circuit boards of semiconductor manufacturing companies. (Italics added.) That provides no basis for general jurisdiction.
ASVVT also urges repeatedly that, according to Watkins's testimony, "Sipi and Reclamation have operated together continuously in California since 1996 as a joint venture." Again, ASSVT's characterization is not entirely correct. At his deposition, Watkins authenticated a printout of Reclamation's website, which states in part that "Reclamation was formed in 1996 as a joint venture between Reclamation Inc. and [Sipi] Metals Corporation of Chicago, IL to provide precious metal reclamation services to the electronics industry on the US West Coast." That statement does not indicate Sipi is operating as a joint venture with Reclamation, but that it had formed Reclamation as a joint venture with another corporation. (And Reclamation was actually formed as an LLC, not a joint venture, suggesting that the phrase "joint venture" was not meant in a legal sense anyway.) In his deposition, Watkins additionally agreed that Reclamation "was a joint venture with Sipi Metals" in the context of explaining that Sipi's credit line had a provision allowing extension of credit to joint venturers. But an objection was made to ASVVT's counsel's question on the ground it called for a legal conclusion, and ASVVT fails to explain why the objection is incorrect or why the evidence may nonetheless be considered in deciding the question of jurisdiction. Nor does it cite a case holding that a nonresident joint venturer is subject to general jurisdiction.
More broadly, ASVVT contends Sipi managed, directed, and controlled Reclamation's ownership, business operations, and management. It argues that Sipi exercised authority over Reclamation and Watkins, and used Reclamation to obtain business in California and purchase used circuit boards from ASVVT and Wang's other California company. It points to evidence that Cameron was able to convince Watkins to surrender his interest in Reclamation to Sipi for $2.00, supposedly to compensate Sipi for amounts that Reclamation could not repay. It stresses that Sipi loaned money to Reclamation, urging that Sipi therefore managed Reclamation's day-to-day operations through its control of Reclamation's finances and the business of Sipi and Reclamation was inextricably intertwined. ASVVT even contends the evidence shows that Sipi and Reclamation are "completely financially and operationally interdependent with each other" and "Sipi and Cameron have directly controlled all financial aspects [and business operations] of Defendant Reclamation for many years." These inferences are not supported by the evidence, and in any event, the evidence does not establish jurisdiction.
Although ASVVT does not cite any case that supports its argument on this point, in some situations a nonresident corporation's extreme control over a subsidiary may result in the subsidiary's contacts with the state being attributed to the parent. The parent's control of the subsidiary must be so extraordinary as to relegate the subsidiary to nothing more than the parent's agent. (Sonora Diamond, supra, 83 Cal.App.4th at pp. 541-542.) It must be shown that the parent has effectively "taken over performance of the subsidiary's day-to-day operations" to effect its policies. (Id. at p. 542, italics added.) Thus, the plaintiff must demonstrate that the nonresident corporation had not just "ownership or control of a local subsidiary by a foreign parent corporation," but a "highly pervasive degree of control over the local subsidiary" that "veer[s] into management and day-to-day operations," such that the subsidiary is serving no purpose other than to further the nonresident principal's business. (Aquila, Inc. v. Superior Court (2007) 148 Cal.App.4th 556, 577-578 (Aquila) [discussing representative services doctrine as a specie of agency theory].)
Here, the evidence does not demonstrate that Sipi had such extreme control over Reclamation. Reclamation was a separate legal entity that did more than merely assist Sipi's business. Its operating agreement decreed that the management of Reclamation was vested in the "Managers" (Watkins), not the "Members" (Sipi). Reclamation and Sipi operate different businesses: Reclamation is a reclaimer, while Sipi is a smelter. Sipi pays Reclamation standard industry prices for materials, and there is no evidence cited in the record that Reclamation could not sell to smelters other than Sipi, such as Sipi's competitors. Although Sipi loaned Reclamation money that Reclamation used for its day-to-day operations, that is a far cry from a parent controlling the performance of a subsidiary's day-to-day operations. (Aquila, supra, 148 Cal.App.4th at pp. 577-578.) And while ASVVT provided evidence that Cameron once told Watkins (Reclamation) to pay ASVVT, this evidence, even if believed, does not establish that Sipi exerted such control over Reclamation in its overall operations as to subject Sipi to general jurisdiction. (See, e.g., Sonora Diamond, supra, 83 Cal.App.4th at pp. 547-548 [parent's guarantee of subsidiary's key financial obligations, and its provision of ongoing financial support through interest-free loans that were not repaid, were insufficient to confer personal jurisdiction]; Aquila, supra, 148 Cal.App.4th at p. 579 [nonresident parent's guarantee for subsidiary's financial obligations under a contract with California utility district did not destroy the separateness of parent and subsidiary so as to subject parent to jurisdiction]; Dorel Industries, Inc. v. Superior Court (2005) 134 Cal.App.4th 1267, 1275-1277 [parent's guarantee of subsidiary's lease and other activities were within normal parent-subsidiary relationship and provided no basis for finding jurisdiction on agency theory].)
Ultimately, ASVVT fails to demonstrate contacts sufficient to haul Sipi into a California court under a general jurisdiction theory. (See Daimler, supra, 134 S.Ct. at pp. 760-762 [even assuming that an indirect subsidiary's contacts with California were sufficient for general jurisdiction and attributable to the nonresident parent under an agency theory, the contacts (including multiple California-based facilities and status as largest supplier of luxury vehicles in the state) were still insufficient to confer general jurisdiction over the parent]; Young, supra, 228 Cal.App.4th at pp. 864, 866-867 [same].) In light of all the evidence ASVVT provided in opposition to the motion to quash, Sipi is not amendable to general jurisdiction.
2. Cameron
Cameron is a resident and domiciliary of Illinois. Her only contact with California arises out of occasional vacation visits and ownership of a vacation home, neither of which is sufficient to confer jurisdiction where, as here, the property is not the subject matter of the litigation. (Thomson v. Anderson (2003) 113 Cal.App.4th 258, 266; see Shaffer v. Heitner (1977) 433 U.S. 186, 189.) Although ASVVT offered evidence that Cameron spoke on the phone with ASVVT once or twice from Illinois, those contacts plainly do not establish substantial, continuous, and systematic contacts with California.
B. Specific Jurisdiction
As mentioned, specific jurisdiction requires a showing that the defendant purposefully availed itself of the benefits of California, the controversy arose out of or is related to those contacts with the state, and the exercise of jurisdiction comports with fair play and substantial justice. (Vons, supra, 14 Cal.4th at pp. 446-447; see Burger King Corp. v. Rudzewicz (1985) 471 U.S. 462, 472-478.) ASVVT failed to establish the necessary elements as to either Sipi or Cameron.
1. Sipi - No Purposeful Availment
ASSVT argues that Sipi was extensively involved in Reclamation's business transactions with ASVVT, including the sales at issue in the second amended complaint. As discussed ante, however, the evidence does not support this conclusion. Sipi did not sign, and was not a party to, the MPA governing the sales that are the subject of this litigation, and ASVVT does not cite to any evidence that Sipi negotiated the MPA's formation. The covenant to pay ASVVT and perform other obligations in the MPA was undertaken by Reclamation, not Sipi. Sipi ultimately received circuit boards for processing, but that was in Illinois, not California. And while Sipi apparently conferred with Watkins regarding Reclamation's performance under the MPA, and provided Reclamation with funds for such performance, ASVVT does not provide any legal authority that such actions would constitute purposeful availment. To the contrary, purposeful availment is not demonstrated by a nonresident parent company's guarantee of a subsidiary's debts, or its interlocking directors and officers. (Aquila, supra, 148 Cal.App.4th at pp. 572-573; Sonora Diamond, supra, 83 Cal.App.4th at p. 554.)
2. Cameron - No Purposeful Availment
ASVVT argues that Cameron had at least one telephone conversation with Watkins and Wang about matters that led to ASVVT's shipment of circuit boards that are the subject of the second amended complaint. However, Cameron's receipt of a telephone call in Illinois does not show her purposeful availment of the benefits of California.
ASVVT also argues that Cameron was "in the loop" concerning Watkins's request that Reclamation borrow over $700,000 from Sipi to pay ASVVT for the circuit board materials that were purchased before the shipments at issue in the lawsuit. But ASVVT provides no legal authority for the proposition that an Illinois individual may be hauled into court in California in litigation over a contract between two companies, merely because she was aware her Illinois company had made a loan to one of those companies.
3. Sipi and Cameron - No Relation of Contacts to the Controversy
Even if Sipi and Cameron had purposefully availed themselves of the benefits of California in some way, the claims in this case arose out of Reclamation's alleged failure to pay money owed to ASVVT under the MPA. Again, Sipi and Cameron are not parties to the MPA, and ASVVT has not shown that Reclamation's alleged failure to pay ASVVT was connected to any contacts Sipi or Cameron had with this state. Although the second amended complaint asserts a claim of fraud, the alleged fraud is that the defendants entered into the MPA with no intention of performing. Since Cameron and Sipi did not enter into the MPA, and they have no obligations to perform under the contract, ASVVT has not shown that the fraud claim pertains to Sipi or Cameron, or relates to or arises from their contacts with California.
ASVVT refers us to Thompson v. Continental Ins. Co. (1967) 66 Cal.2d 738, 742-743, arguing that ASVVT should not be forced to file an action in Illinois as well as an action in California. As ASVVT acknowledges, however, at issue in Thompson was a motion to dismiss for forum non conveniens, not a motion to quash for lack of personal jurisdiction. ASVVT provides no authority for the proposition that California may exert jurisdiction over nonresident defendants who have insufficient minimum contacts with the state, merely because it would be cheaper for the plaintiff to litigate here. We also note that, although the second amended complaint alleges that defendants are alter egos of each other, ASVVT has not established those allegations with the evidence.
ASVVT fails to establish error in the order of dismissal as to Sipi and Cameron.
III. DISPOSITION
The judgment is affirmed.
/s/_________
NEEDHAM, J. We concur. /s/_________
JONES, P.J. /s/_________
BRUINIERS, J.