Summary
finding no personal jurisdiction over CIGNA because only connection was parent-subsidiary relationship with LINA
Summary of this case from Bukuvalas v. Cigna CorporationOpinion
Civil No. 04-2626 (PAM/RLE).
October 14, 2004
MEMORANDUM AND ORDER
This matter is before the Court on Defendant CIGNA Corporation's Motion to Dismiss under Rule 12(b)(2) of the Federal Rules of Civil Procedure. For the reasons that follow, the Court grants the Motion.
BACKGROUND
While employed by ADC Telecommunications, Plaintiff Barbara Kling received long-term disability insurance benefits. Kling now brings this action, alleging Defendants wrongfully terminated her benefits in violation of the Employee and Retirement Income and Security Act, 29 U.S.C. § 1132.
Defendant CIGNA Corporation now moves for dismissal for lack of personal jurisdiction. In support of its Motion, CIGNA Corporation offers the affidavit of Frank Barlow, its Assistant Vice President of Consolidation and Reporting. Barlow avers that CIGNA Corporation is a holding company organized under the laws of Delaware, with its principal place of business located in Pennsylvania. He also attests that CIGNA Corporation is qualified to do business as a general business corporation (not as an insurance company) only in the states of Delaware, Pennsylvania, New York, Connecticut, and the District of Columbia. He further declares that CIGNA Corporation has no office or place of business in Minnesota, does not own or lease real property in Minnesota, and has never conducted business in Minnesota. In addition, Barlow explains that CIGNA Corporation is not a party to any contract or disability insurance policy with Kling, has not issued any products or services in relation to a group disability insurance plan offered by ADC Telecommunications as the policyholder, and had no role in processing Kling's claim for long-term disability benefits. Rather, CIGNA Corporation is the parent corporation for several underwriting subsidiaries, including Life Insurance Company of North America (LINA). CIGNA Corporation claims that LINA issued the group long-term disability insurance policy at issue. CIGNA Corporation and LINA do not jointly own any property, maintain separate boards of directors, maintain separate corporate records, and have not engaged in any joint ventures. Moreover, CIGNA Corporation is not involved in managing the quotidian operations of LINA.
Kling argues that "CIGNA" is identified as the plan insurer, as well as plan administrator and named fiduciary. Portions of the summary plan description, as well as relevant correspondence, identifies "CIGNA" and "CIGNA Group Insurance" as associated with the plan and termination of Kling's benefits. However, "CIGNA" and "CIGNA Group Insurance" are registered service marks for CIGNA Corporation, including LINA.
DISCUSSION
In a Rule 12(b)(2) Motion, the Court must examine whether the nonmoving party has established a prima facie case of personal jurisdiction. The Court must base its determination on written submissions in the light most favorable to the nonmoving party.Stanton v. St. Jude Med., Inc., 340 F.3d 690, 693 (8th Cir. 2003) (citation omitted). The Court can exercise personal jurisdiction over a nonresident defendant if (1) Minnesota's long-arm statute, Minn. Stat. § 543.19, is satisfied; and (2) the exercise of personal jurisdiction does not offend due process.Id. Because Minnesota's long-arm statute extends the personal jurisdiction of Minnesota courts as far as due process allows,see e.g., In re Minn. Asbestos Litig., 552 N.W.2d 242, 246 (Minn. 1996), the Court need only evaluate whether the exercise of personal jurisdiction comports with the requirements of due process. See Guinness Import Co. v. Mark VII Distribs., Inc., 153 F.3d 607, 614 (8th Cir. 1998).
Due process requires that CIGNA Corporation have "certain minimum contacts" with Minnesota "such that the maintenance of the suit does not offend `traditional notions of fair play and substantial justice.'" Int'l Shoe Co. v. Washington, 326 U.S. 310, 316 (1945) (citation omitted). Sufficient minimum contacts exist when the "defendant's conduct and connection with the forum State are such that [it] should reasonably anticipate being haled into court there." World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 297 (1980). There must be some act by which the defendant "purposefully avails itself of the privileges of conducting activities within the forum State, thus invoking the benefits and protections of its laws." Hanson v. Denckla, 357 U.S. 235, 253 (1958). In contrast, contacts that are merely random, fortuitous, attenuated, or that are the result of "unilateral activity of another party or a third person" will not support personal jurisdiction. Burger King Corp. v. Rudzewicz, 471 U.S. 462, 475 (1985).
The Eighth Circuit has established a five-factor test to determine the sufficiency of the defendant's contacts: (1) the nature and quality of the contacts; (2) the quantity of the contacts; (3) the relation between the contacts and the action; (4) the forum state's interest in the litigation; and (5) the convenience of the parties. Epps v. Stewart Info. Servs. Corp., 327 F.3d 642, 648 (8th Cir. 2003). Another wrinkle is added when the defendant is a nonresident parent corporation. In that situation, personal jurisdiction can be based on the activities of the nonresident corporation's in-state subsidiary. Neither physical presence nor piercing the corporate veil is required to establish minimum contacts necessary to exercise personal jurisdiction in Minnesota. Anderson v. Dassault Aviation, 361 F.3d 449, 452 (8th Cir. 2004). However, a close interconnection between the parent and subsidiary must exist, such as the consolidation of corporate image and operations. Id. at 454.
CIGNA Corporation has no contacts to the State of Minnesota. It is not qualified to conduct business in Minnesota and has never conducted business in Minnesota. The only link CIGNA Corporation has to Minnesota is that it is the parent corporation to LINA, the apparent insurer in this case. Such a link is the result of unilateral action of LINA. This alone is insufficient to establish personal jurisdiction over CIGNA Corporation, as CIGNA Corporation and LINA are independent corporate entities. As such, the Court concludes that CIGNA Corporation does not have sufficient contacts with Minnesota to purposefully avail itself of the Court's jurisdiction.
CONCLUSION
Accordingly, Defendant's Motion to Dismiss (Clerk's Doc. No. 8) is GRANTED. Defendant CIGNA Corporation is DISMISSED for this action.