Subsidiary as Agent Does Not Confer Personal Jurisdiction Over Parent Corporation
The plaintiffs filed a class action lawsuit against numerous automobile manufacturers, including Nissan Motor Company (“Nissan Japan”) and Nissan North America, Inc. (“Nissan North America”). Nissan Japan moved to dismiss the complaint against it for lack of personal jurisdiction, arguing that it did not engage in any activities in Wisconsin, that Nissan Japan and Nissan North America are separate and distinct corporate entities with their own employees, facilities and records, and that Nissan North America was not an agent or instrumentality of Nissan Japan. The plaintiff opposed the motion, asserting that Nissan North America was an agent of Nissan Japan under the definition of “manufacturer” in Wisconsin’s Lemon Law, Wis. Stat. §218.0171, and that under the alter-ego theory of jurisdiction Nissan Japan had sufficient control over Nissan North America to warrant personal jurisdiction against Nissan Japan. The circuit court agreed with Nissan Japan, holding that Nissan Japan had not exercised sufficient control over Nissan North America, and that corporate formalities had not been disregarded such that the corporate veil could be pierced against Nissan Japan. The circuit court dismissed Nissan Japan and the plaintiff appealed to the court of appeals, which affirmed the circuit court, and the plaintiff petitioned for review with the Wisconsin supreme court.
The Wisconsin supreme court affirmed, holding that even assuming that Nissan North America was an agent of Nissan Japan, absent control by Nissan Japan sufficient to disregard the separate corporate identities of Nissan Japan and Nissan North America, the activities of the subsidiary corporation are insufficient to subject its nonresident parent corporation to general personal jurisdiction under Wis. Stat. §801.05(1)(d). The court noted that a parent corporation may not be subject to general personal jurisdiction in Wisconsin under the Long Arm Statute based solely on an agency theory. The parent corporation must assert sufficient control over the subsidiary corporation.
Rasmussen v. General Motors Corp., 2011 WI 52 (2007AP35) Supreme Court opinion
