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Bazor v. Abex Corp.

Superior Court of Rhode Island

July 16, 2015

ROBERT BAZOR and KAY BAZOR, Plaintiffs,
v.
ABEX CORP., et al., Defendants, and MARTHANNE STEFANKO, Individually and as Personal Representative of the Estate of KENNETH STEFANKO Plaintiffs,
v.
ADIENCE CO., L.P., et al. Defendants, and RONALD BURDICK, as Executor of the Estate of WALTER BURDICK and Estate of EVELYN BURDICK, Plaintiffs,
v.
AIR & LIQUID SYSTEMS CORP., et al. Defendants, and DENNIS R. BAUMGARTNER and GAIL L. BAUMGARTNER, Plaintiffs,
v.
AMERICAN STANDARD, INC., et al., Defendants, and BEVERLY TAYLOR, as Administrator of the Estate of ROBERT P. TAYLOR, and Individually Recognized as Surviving Spouse, Plaintiffs,
v.
AMERICAN STANDARD, INC., et al., Defendants, and MARK COSTELLO and THERESA COSTELLO, Plaintiffs,
v.
AGCO CORPORATION, Individually and a Successor in interest to MASSEY FERGUSON and ALLIS CHALMERS, et al., Defendants, and CAROL WINCHESTER and DANIEL WINCHESTER, Plaintiffs,
v.
AMERICAN BILTRITE, INC., et al., Defendants.

Providence County Superior Court

For Plaintiff: Donnie E. Young, Esq.; Robert J. Sweeney, Esq.; Jeffrey S. Kanca, Esq.

For Defendant: Lawrence G. Cetrulo, Esq.; Stephen T. Armato, Esq.

DECISION

GIBNEY, P.J.

Before the Court is Plaintiffs' motion, pursuant to Super. R. Civ. P. 37(a) (Rule 37(a)), to compel jurisdictional discovery. Specifically, Plaintiffs request that the Court issue an order compelling the Defendant, Dana Companies, LLC (Defendant or Dana Companies), to fully respond to Plaintiffs' Amended Notice of 30(b)(6) Deposition. Defendant has objected thereto.

I Procedural Posture

The above-captioned Plaintiffs have brought suit against Dana Companies for injuries arising out of exposure to asbestos, which were allegedly caused by Dana Companies' asbestos-containing products. On November 11, 2014, Dana Companies filed a Super. R. Civ. P. 12(b)(6) Motion to Dismiss for Lack of Personal Jurisdiction. Dana Companies argues that: (1) specific personal jurisdiction does not exist because the instant Plaintiffs are all out-of-state residents whose claims do not arise from any conduct in Rhode Island by Dana Companies or its predecessor, Dana Corporation; and (2) general personal jurisdiction does not exist because Dana Companies is not incorporated in Rhode Island, does not have its principal place of business in Rhode Island, and cannot be said to be "essentially at home" in Rhode Island. See Def.'s Mot. to Dismiss for Lack of Personal Jurisdiction. Dana Companies' general personal jurisdiction argument relies on Daimler AG v. Bauman, 134 S.Ct. 746, 187 L.Ed.2d 624 (2014), which the Defendant interprets as narrowing the scope of general jurisdiction. See id.

Subsequently, Plaintiffs served a Notice of a 30(b)(6) Deposition directed to Defendant for purposes of discovering facts that would allow Plaintiffs to establish that this Court may exercise personal jurisdiction over the Defendant. Specifically, Plaintiffs seek information regarding the jurisdictional contacts of Dana Corporation, Dana Companies' corporate predecessor, and Dana Holding Corporation (Dana Holding), Dana Companies' parent corporation. See Pls.' Mot. to Compel Jurisdictional Disc., 6. Defendant submitted its objections and responses on February 9, 2015. Generally, Defendant argues that any information regarding Dana Holding and predecessor Dana Corporation, as it relates to jurisdiction, is irrelevant. Although Defendant has produced documents numbered 1 through 1650, Plaintiffs argue that the Defendant has failed to fully respond to its requests for jurisdictional discovery, particularly information regarding Dana Corporation and Dana Holding. See Pls.' Mot. to Compel Jurisdictional Disc., 4. Accordingly, Plaintiffs have filed a motion, pursuant to Rule 37(a), seeking an order compelling the Defendant to "fully respond" to their discovery items. Specifically, Plaintiffs ask "the Court [to] compel the defendant Dana Companies to produce all documents requested in Attachment 'B' to the Notice of Deposition, and to designate a witness prepared to testify about the topics listed in 'Attachment A' [sic] to the Notice of Deposition." Id. at 2, 11.

II Factual Background

On March 3, 2006, as a result of difficult economic conditions in the automotive industries, the former Dana Corporation and forty of its affiliates filed for bankruptcy protection under Chapter 11 of the Bankruptcy Code. Prior to filing for Chapter 11, Dana Corporation was a "leading supplier[] of axle, driveshaft, structural, sealing, thermal management and related products for global vehicle manufacturers." Dana Corp.'s Disclosure Statement with Respect to Joint Plan of Reorganization (Disclosure Statement). As such, "Dana Corporation was an original equipment manufacturer and supplier, which meant that their products would be sold directly to vehicle manufacturers such as Ford, Chrysler, and John Deere." In re Asbestos Litig., 2015 WL 556434, at *1 (Del. Super. Jan. 30, 2015). It is undisputed that "[i]n the past, some but not all of the automotive gaskets that Dana [Corporation] sold contained asbestos, [however it] was always in an encapsulated form." Disclosure Statement, at 55.

"Unlike many asbestos-related bankruptcies, the Reorganization Plan provided that all pending and future asbestos-related personal injury claims against Dana Corporation and its affiliates were not discharged, but were instead 'reinstated' and left to be 'liquidated, determined or otherwise resolved in the appropriate non-bankruptcy forum.'" Vicki L. Stringham Aff. ¶ 3, Oct. 31, 2014. "Under the reorganization plan, Dana Holding Corporation[, ] was the newly created entity, which acquired the operating assets [and liabilities] of Dana Corporation out of bankruptcy." In re Asbestos Litig., 2015 WL 556434, at *1. Furthermore, the reorganization plan created a number of subsidiaries wholly owned by Dana Holding. In re Dana Corp., 2007 WL 4589331, at *17 (Bankr. S.D.N.Y. Dec. 26, 2007). One such subsidiary is Dana Companies. Id. Since its creation on January 31, 2008, "Dana Companies' only significant activity has been to manage certain assets and liabilities associated with asbestos personal injury claims and certain other liabilities retained . . . under the Plan." Stringham Aff. ¶ 4. Put another way, "the sole purpose of Dana Companies is to defend claims that were passed through the bankruptcy of Dana Corporation." In re Asbestos Litig., 2015 WL 556434, at *2. Here, Dana Companies is being sued in this action based on the alleged liability of its predecessor, Dana Corporation.

III Parties' Arguments

In support of their motion to compel, Plaintiffs argue that facts concerning Dana Corporation and Dana Holding's jurisdictional contacts with Rhode Island are discoverable. See Pls.' Mot. to Compel Jurisdictional Disc., 6. First, Plaintiffs argue that facts concerning the relationship between Defendant and its parent corporation, Dana Holding, are discoverable because, under the "alter ego" theory, Dana Holding's contacts may be imputed to the Defendant. Id. at 8. Second, Plaintiffs assert that facts concerning Dana Corporation are discoverable because if Dana Corporation was subject to personal jurisdiction in Rhode Island, the Defendant, as the successor to Dana Corporation, is subject to personal jurisdiction in Rhode Island. Id. at 7.

In turn, Defendant argues that Plaintiffs' 37(a) motion to compel should be denied because there is already sufficient evidence that general personal jurisdiction is lacking.[1]Moreover, Defendant contends that discovery regarding Dana Corporation's contacts with Rhode Island are irrelevant for three reasons. See Def.'s Opp'n to Pls.' Mot. to Compel Additional Jurisdictional Disc., 7-8. First, relying upon the recent Daimler decision, Defendant argues that because Dana Companies is incorporated in Virginia and has its principal place of business in Ohio, Dana Corporation's contacts with Rhode Island are irrelevant. Second, Defendant contends that additional discovery regarding Dana Corporation is also legally irrelevant because the existing discovery record already establishes that Dana Corporation itself was not subject to general jurisdiction in Rhode Island under the test set forth in Daimler. Specifically, Defendant alleges that the record conclusively establishes that Dana Corporation was incorporated in Virginia and had its principal place of business in Ohio. Third, and finally, Defendant contends that even under the pre-Daimler standard, general jurisdiction "was proper only if the defendant had continuous and systematic contacts with the forum ...


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