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Linkamerica Corp. v. Cox5/26/2005
e United States District Court for the Southern District of Indiana is particularly helpful in our analysis of LinkAmerica's minimum contacts. See Wesleyan Pension Fund, Inc. v. First Albany Corp., 964 F. Supp. 1255 (S.D. Ind. 1997). The court explained that courts traditionally "presume that a parent and a subsidiary are institutionally independent when determining whether a subsidiary's contacts with the forum may justify assertion of personal jurisdiction over the parent." Id. at 1261; see generally Cannon Mfg. Co. v. Cudahy Packing Co., 267 U.S. 333, 336 (1925) (explaining that "use of a subsidiary does not necessarily subject the parent corporation to the jurisdiction"). The Coxes, may overcome this presumption-and consequently demonstrate that because of Hi-Cube's contacts in the jurisdiction, personal jurisdiction over LinkAmerica is proper-by clear evidence showing: (1) that LinkAmerica utilized Hi-Cube in such a way that an agency relationship can be perceived; or (2) that LinkAmerica has greater control over Hi-Cube than normally associated with common ownership and directorship; or (3) that Hi-Cube was "merely an empty shell." Id. at 1261-62; see also Anthem, 730 N.E.2d at 1240 n.17 (stating these factors).
The Wesleyan court found that the presumption was overcome where the plaintiffs presented evidence that: (1) the subsidiaries' and the parent corporation's principal place of business was located at the same address; (2) the subsidiaries' and the parent corporation's telephone number was the same; and (3) the same two people are the sole directors and are either president or vice-president of both the subsidiaries and the parent corporation. In this case, the Coxes presented similar, and indeed more compelling, clear evidence as to the relationship between LinkAmerica and Hi-Cube. First, LinkAmerica and all of its subsidiaries, including Hi-Cube, have the same address. Appellee's App. p. 23. Second, the Board of Directors for LinkAmerica and Hi-Cube (as well as one of LinkAmerica's other subsidiaries, Danny Gilder, Inc.) were the same as detailed below:
| LinkAmerica
| Hi-Cube
| Danny Gilder, Inc.
| Roger B. Collins
| Roger B. Collins
| Roger B. Collins
| James E. Rushing
| James E. Rushing
| James E. Rushing
| Anthony Allen
| Anthony Allen
| Anthony Allen
| Anthony Allen
| Anthony Allen
| Anthony Allen
|
Id. at 47 (information from February 2002). Third, the annual shareholder's meetings for LinkAmerica and Hi-Cube were held at the same place, on the same day in 2000, 2001, and 2002. Id. at 35-43. In all three years, LinkAmerica's meeting was held in the morning and Hi-Cube's in the afternoon. Id. In all three years, the same three people-Collins, Rushing, and Allen-were the only individuals present at the meetings. Id. Fourth, LinkAmerica paid Hi-Cube's legal fees from March 2002 through May 2003. Fifth, Hi-Cube's checks said that Hi-Cube was "a LinkAmerica Company." Appellee's Br. p. 5; Appellant's Reply Br. p. 1. All of these factors lead us to the conclusion that the Coxes have established by clear evidence that, pursuant to Wesleyan, assertion of personal jurisdiction over LinkAmerica was appropriate.
We must now consider the second prong of the due process analysis-whether asserting personal jurisdiction over LinkAmerica is fair and reasonable. Because the minimum contacts have been established, it is now LinkAmerica's burden to show that asser
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