United States District Court, D. South Carolina, Beaufort Division
ORDER AND OPINION
RICHARD MARK GERGEL UNITED STATES DISTRICT COURT JUDGE
matter is before the Court on Defendant Burlingame
Industries, Inc.'s motion to dismiss for lack of personal
jurisdiction (Dkt. No. 8). For the reasons set forth below,
the Court denies the motion to dismiss as moot, with leave to
refile, and orders jurisdictional discovery.
case arises out of various deficiencies and damage to the
roof of Plaintiffs Angelo and Valerie Guagliano
("Gualianos") that Plaintiffs allege is based on
numerous design and construction defects that the Defendants
are responsible for. (Dkt. No. 1-1.) As relevant here,
Defendant Eagle Roofing Products ("Eagle")
allegedly manufactured the roofing tiles at issue and
inspected the roofing, and Eagle is allegedly a division of
Defendant Burlingame Industries, Inc.
("Burlingame"). (Id. at ¶ 8.) Eagle
admitted that they manufactured the tiles used for the roof
here. (Dkt. No. 7 at ¶ 12.)
Burlingame has now filed a motion to dismiss for lack of
personal jurisdiction. (Dkt. Nos. 8, 12.) Plaintiffs oppose
the motion. (Dkt. No. 11.) Burlingame submitted an affidavit
from its Chief Operating Officer stating that it is
incorporated under California law with its headquarters in
California, has no office or employees in South Carolina, did
not manufacture the roof tiles at issue, and was not involved
in the Guaglianos' roofing project. (Dkt. No. 8-2.)
Burlingame also submitted an affidavit showing the roofing at
issue was sold by Eagle. (Dkt. No. 12-1.) In their Response,
Plaintiffs submitted exhibits showing that Eagle has an
address that is allegedly the same as Burlingame's
address, and that Eagle's website describes Eagle as
"a division" of Burlingame Industries. (Dkt. Nos.
personal jurisdiction is challenged, the burden is on the
plaintiff to establish jurisdiction. Combs v.
Bakker, 886 F.2d 673, 676 (4th Cir. 1989). When resolved
on written submissions, the plaintiff must make a
"prima facie showing of a sufficient
jurisdictional basis." Id. The plaintiffs
showing must be based on facts set forth in the record, taken
in the light most favorable to the plaintiff. Magic
Toyota, Inc. v. Se. Toyota Distribs., Inc., 784 F.Supp.
306, 310 (D.S.C. 1992); Sonoco Prods. Co. v. ACE INA
Ins., 877 F.Supp.2d 398, 404-05 (D.S.C. 2012) (internal
quotation and alteration marks omitted). However, a court
"need not credit conclusory allegations or draw
farfetched inferences." Sonoco, 877 F.Supp.2d
at 405 (citations omitted).
their burden, a plaintiff must show (1) that South
Carolina's long-arm statute authorizes jurisdiction, and
(2) that the exercise of personal jurisdiction complies with
constitutional due process requirements. See, e.g.
Christian Sci. Bd. of Dirs. of First Church of Christ,
Scientist v. Nolan, 259 F.3d 209, 215 (4th Cir. 2001).
Since South Carolina's long-arm statute extends to the
constitutional limits of due process, the only inquiry is
whether due process requirements are met. ESAB Group,
Inc. v. Centricut, LLC, 34 F.Supp.2d 323, 328 (D.S.C.
1999); S. Plastics Co. v. S. Commerce Bank, 423
S.E.2d 128 (S.C. 1992).
process requires that a defendant have sufficient
"minimum contacts with [the forum] 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) (citations omitted). This can be met by showing either
general or specific personal jurisdiction. ALS Scan, Inc.
v. Digital Serv. Consultants, Inc., 293 F.3d 707, 711-12
(4th Cir. 2002) (citations omitted). To assert general
jurisdiction, a defendant's contacts must be "so
'continuous and systematic' as to render them
essentially at home in the forum State." Daimler AG
v. Bauman, 571 U.S. 117, 127, 134 S.Ct. 746, 754 (2014)
(citations omitted). For a corporation, that traditionally
renders them subject to general jurisdiction in its state of
incorporation or principal place of business. Id. at
determine whether specific jurisdiction exists, the Court
considers "(1) the extent to which the defendant has
purposefully availed itself of the privilege of conducting
activities in the state; (2) whether the plaintiffs'
claims arise out of those activities directed at the state;
and (3) whether the exercise of personal jurisdiction would
be constitutionally 'reasonable.'" Careflrst
of Maryland, Inc. v. Carefirst Pregnancy Centers, Inc.,
334 F.3d 390, 397 (4th Cir. 2003) (citations omitted). In
other words, the defendant must have "minimum
contacts" with the forum, the cause of action must arise
from those contacts, and the exercise of personal
jurisdiction must be reasonable. Burger King Corp. v.
Rudzewicz, 471 U.S. 462, 472 - 476 (1985). Courts
evaluate the reasonableness of personal jurisdiction by
considering "(a) the burden on the defendant, (b) the
interests of the forum state, (c) the plaintiffs interest in
obtaining relief, (d) the efficient resolution of
controversies as between states, and (e) the shared interests
of the several states in furthering substantive social
policies." Lesnick v. Hollingsworth & Vose
Co., 35 F.3d 939, 946 (4th Cir. 1994). "Minimum
contacts" and "reasonableness" are not
independent requirements; rather, they are both aspects of
due process, and thus "considerations sometimes serve to
establish the reasonableness of jurisdiction upon a lesser
showing of minimum contacts than would otherwise be
required." Burger King, 471 U.S. at 477.
Court does not have general jurisdiction over Burlingame.
Burlingame is not incorporated in South Carolina, nor does it
have its principal place of business in South Carolina.
Plaintiffs have not presented any other facts to indicate
that Burlingame is "essentially at home" in South
Carolina. Therefore, general jurisdiction does not exist over
specific personal jurisdiction, the record demonstrates that
the tiles at issue here were manufactured and sold by Eagle,
not Burlingame. (Dkt. No. 12-1.) Plaintiffs have not
presented any facts that Burlingame was involved in the
manufacture, sale or installation of the tiles here, or that
Burlingame is involved with manufacturing, selling or
installing roofing in South Carolina. At this stage,
Plaintiffs have not shown that Burlingame "purposefully
availed" itself of conducting activities in South
Carolina. Further, Plaintiffs' exhibits, at this stage,
do not suffice to affect this determination. The fact that an
Eagle product warranty form contains an address in California
that Eagle allegedly shares with Burlingame does not
demonstrate that Burlingame "purposefully availed"
itself of doing business in South Carolina. A copy of
Eagle's website showing that it describes itself as a
"division" of Burlingame similarly does not make
any prima facie showing that Burlingame
"purposefully availed" itself, or is connected,
with South Carolina.
there is confusion in the record regarding the nature of the
relationship between Burlingame and Eagle. While Plaintiffs
argue that Eagle is a division of Burlingame, relying on
language from Eagle's website, Burlingame submitted an
affidavit from its Chief Operating Officer who states that
Burlingame is a "member" of Eagle. (Dkt. Nos. Nos.
1-1 at ¶ 8; 8-2 at ¶ 6; 11 at 1, 4.) South Carolina
recognizes that foreign corporations can be subject to
personal jurisdiction based on the actions of their
subsidiaries by piercing the corporate veil or where the
subsidiary is functioning as a mere agent or alter ego of the
parent company. See ScanSource, Inc. v. Mitel Networks
Corp., No. 6:11-CV-00382-GRA, 2011 WL 2550719 (D.S.C.
June 24, 2011) (analyzing piercing the corporate veil and
alter ego/agency to assess personal jurisdiction) citing
Builder Mart of Am., Inc. v. First Union Corp., 349 S.C.
500, 563 S.E.2d 352 (Ct. App. 2002;, overruled on other
grounds by Farmer v. Monsanto Corp.,353 S.C. 553, 579
S.E.2d 325 (2003); Fitzhenry v. Ushealth Grp., Inc.,
No. 2:15-CV-03062-DCN, 2016 WL 319958, at *4 (D.S.C. Jan. 27,
2016) (assessing piercing corporate veil for purposes ...