In Thomas-Fish v. Aetna Steel Prod. Corp., plaintiff Helen Thomas-Fish alleged her husband Robert Fish had died from mesothelioma caused by exposure to asbestos through his work at a shipbuilding yard in New Jersey in 1960. No. 17-CV-10648 RMB/KMW, 2019 WL 2354555, at *1 (D.N.J. June 4, 2019). Plaintiff brought a wrongful death claim against various defendants including Sonic Industries (“Sonic”), an alleged joiner contractor that installed asbestos-containing paneling during shipbuilding. Sonic was incorporated in California in 1966, six years after the alleged exposure in this case. In addition, Sonic maintained its principal place of business in Connecticut. Accordingly, Sonic was not subject to general jurisdiction in the state of New Jersey. Instead, Plaintiff asserted that Sonic was subject to specific jurisdiction in New Jersey through an unnamed predecessor entity under a successor liability theory. Defendant Sonic filed a motion to dismiss for lack of personal jurisdiction pursuant to Fed. R. Civ. P. 12(b)(2).
A Rule 12(b)(2) motion to dismiss puts the burden on the plaintiff to make a prima facie showing the court has personal jurisdiction over the defendant. To impute the jurisdictional contacts of one corporate entity to another corporate entity, plaintiff must plead facts supporting a plausible conclusion that the alleged successor entity is a “mere continuation” of, is “the same” as, or “is not distinct from,” the alleged predecessor entity. Courts will impute jurisdictional contacts of an alleged predecessor to an alleged successor in some situations including acquisitions, mergers, or consolidations; however, the key inquiry is the alleged structure of the corporate transaction between the two entities at issue. Here, the District Court held that Plaintiff had not pled a single fact relevant to the imputation issue. Plaintiff had not pled the existence of any type of corporate transaction between Sonic and the unnamed predecessor joiner contractor. While plaintiff attempted to argue that all the defendants could be successors to the contractor who performed the work injuring the decedent, the District Court reiterated it is plaintiff’s burden to plead, in good faith and upon reasonable investigation, facts supporting her theory of successor liability personal jurisdiction. Plaintiff had not done so here and the defendant’s motion to dismiss was granted.
Moreover, the Court did not allow the plaintiff leave to amend her complaint upon additional discovery. The Court found it clear that the plaintiff was actually seeking leave to go on a fishing expedition for information to support her baseless assertion that the Court had personal jurisdiction over Sonic, and to then amend the complaint if that fishing expedition was successful.
The Third Circuit has previously held, that jurisdictional discovery should be allowed only if the plaintiff’s pleadings allege with “reasonable particularity” the possible existence of the requisite contacts to establish personal jurisdiction. Toys ‘R’ Us, Inc. v. Step Two, S.A., 318 F.3d 446, 456 (3d Cir. 2003). Here, plaintiff alleged she did the best she could to untangle the complicated web of corporate relationships and that she needed more discovery, but the Court disagreed and refused to impose additional “burdensome discovery” on Sonic.
In light of the District Court’s ruling, it is important to bear in mind that plaintiffs have the burden of pleading facts supporting a theory of successor liability personal jurisdiction. If a plaintiff is unable to make particularized allegations that establish a court’s jurisdiction over a defendant at the outset of the case, that plaintiff cannot to keep the defendant in court and force it to answer burdensome additional discovery in hopes of landing that “big fish.”