LURIA STEEL & TRADING CORPORATION v. OGDEN CORPORATION
Decision Date | 16 June 1971 |
Docket Number | Civ. A. No. 70-729. |
Citation | 327 F. Supp. 1345 |
Parties | LURIA STEEL & TRADING CORPORATION et al., Plaintiffs, v. OGDEN CORPORATION et al., Defendants. |
Court | U.S. District Court — Eastern District of Pennsylvania |
H. Robert Halper, David R. Melincoff, Washington, D. C., Herbert G. Keene, Jr., Philadelphia, Pa., for plaintiffs.
Edward W. Mullinix, Harvey Levin, Peter S. Greenberg, Philadelphia, Pa., for defendants.
This is a treble damage antitrust case brought against six corporate defendants and four individual defendants. Three of the corporate defendants, Ogden Corporation (hereinafter "Ogden") and two of its subsidiaries, Ogden Metals, Inc. (hereinafter "Ogden Metals") and Ogden Management Corporation (hereinafter "Ogden Management"), have moved to dismiss the complaint on the ground that venue is improper as to them, or in the alternative, to quash the return of service. A similar motion has been filed on behalf of two of the four individual defendants. Following discovery, plaintiffs conceded that venue is improper as to Ogden Metals. Accordingly, the motion to dismiss as to Ogden Metals will be granted. The motions as to the other corporate and individual defendants requires more detailed analysis.
Ogden, a Delaware corporation with its principal place of business in New York City, sits on top of a somewhat complex corporate hierarchy. Ogden Management, a wholly owned subsidiary of Ogden, owns the entire stock of defendant Ogden American Corporation, (hereinafter "Ogden American") and ABC Consolidated Corporation (hereinafter "ABC Consolidated"). Neither Ogden nor Ogden Management is an "inhabitant" of or is "found" in the Eastern District of Pennsylvania under Section 12 of the Clayton Act, 15 U.S.C. § 22,1 which governs venue as to the corporate defendants. The plaintiffs contend, however, that each of the above "transacts business" in the Eastern District of Pennsylvania, either directly or through subsidiary agents, so that the requirements of the venue statute are satisfied. Because we think the "direct contracts" outlined by the plaintiffs are insufficient to show that Ogden and Ogden Management transact business in this District,2 we must decide whether these companies can be said to transact business through their subsidiaries within the meaning of the statute.
It has become clear that the effect of Section 12 of the Clayton Act, 15 U.S.C. § 22, was to liberalize the venue requirements as to corporate defendants in antitrust cases. Eastman Kodak Co. of New York v. Southern Photo Materials Co., 273 U.S. 359, 47 S.Ct. 400, 71 L. Ed. 684 (1927); United States v. Scophony Corporations, 333 U.S. 795, 68 S. Ct. 855, 92 L.Ed. 1091 (1948). In the latter case, the Court declared that in determining whether a corporation in fact transacts business in the district where venue is sought, "the practical and broader business conception of engaging in any substantial business operations" was to be substituted for "the highly technical distinction theretofore glossed upon `found' for filling that term with particularized meaning, or emptying it, under the translation of `carrying on business'" 335 U.S. at page 807, 68 S.Ct. at page 861.
In this spirit, a growing number of district courts have recognized that where a parent company has sufficient control over a subsidiary, the parent company is held to be transacting business in the district by reason of the activities of the subsidiary. In Waldron v. British Petroleum Co., Ltd., 149 F. Supp. 830 (S.D.N.Y.1957), a California petroleum company was held to be transacting business in the Southern District of New York. Certain language in that case appears particularly apropos here and we quote it at length:
Relying on this language, it was held in Goldlawr, Inc. v. Shubert, 169 F.Supp. 677 (E.D.Pa.1958), that Select Theatres Corporation was transacting business in our district through the activities of two wholly owned local subsidiaries. See also Country Maid, Inc. v. Haseotes, 299 F.Supp. 633 (E.D.Pa.1969); City of Philadelphia v. Morton Salt Co., 289 F. Supp. 723 (E.D.Pa.1968); Flank Oil Co. v. Continental Oil Co., 277 F.Supp. 357 (D.Colo.1967); Schwartzbaum, Inc. v. Evans, Inc., 1968 CCH Trade Cas., Paragraph 72,439 (S.D.N.Y.); Gallen v. Howard D. Johnson Co., Inc., 1967 CCH Trade Cas., Paragraph 72,149 (S.D.N. Y.); Intermountain Ford Tractor Sales Co. v. Massey-Ferguson, Ltd., 210 F. Supp. 930 (D.Utah 1962), aff'd, 325 F. 2d 713 (10th Cir. 1963), cert. den., 377 U.S. 931, 84 S.Ct. 1334, 12 L.Ed.2d 296 (1964).
In the factual situation presented to us, it is clear that Ogden and Ogden Management exert sufficient control over the subsidiaries transacting business in this district3 for us to hold that these are both proper corporate defendants for venue purposes. The relationship between Ogden and its subsidiaries involves more than the usual corporation-stockholder relationship since Ogden's authority over these subsidiary companies exceeds the mere election of directors to determine and effectuate policies. Under policies currently in effect,...
To continue reading
Request your trial-
Zenith Radio Corp. v. Matsushita Elec. Ind. Co., Ltd.
...the corporation may be found," is proper. C.C.P. Corp. v. Wynn Oil Co., 354 F.Supp. 1275 (N.D.Ill.1973); Luria Steel & Trading Corp. v. Ogden Corp., 327 F.Supp. 1345 (E.D.Pa.1971), and Waldron v. British Petroleum Co., Ltd., 149 F.Supp. 830, 836-837 (S.D. N.Y.1957). Such service is likewise......
-
Call Carl, Inc. v. BP Oil Corporation
...68 S.Ct. 855, 92 L.Ed. 1091 (1948); Dobbins v. Kawasaki Motors Corp., 362 F.Supp. 54, 64 (D.Or. 1973); Luria Steel & Trading Corp. v. Ogden Corp., 327 F.Supp. 1345, 1347-48 (E.D.Pa.1971); K. J. Schwartzbaum, Inc. v. Evans, Inc., 44 F.R.D. 589, 590-91 (S.D.N.Y.1968); Waldron v. British Petro......
-
Tiger Trash v. Browning-Ferris Industries, Inc.
...Co., 277 F.Supp. 357 (D.Colo.1967); Call Carl, Inc. v. BP. Oil Corporation, 391 F.Supp. 367 (D.Md.1975); Luria Steel and Trading Corp. v. Ogden Corp., 327 F.Supp. 1345 (E.D.Pa.1971); Grappone Inc. v. Subaru of America, Inc., 403 F.Supp. 123 (D.N.H.1975). Although a judgment must be made in ......
-
I.A.M. Nat. Pension Fund, Ben. Plan A v. Wakefield Industries, Inc., Div. of Capehart Corp.
...(S.D.Tex.1980); Edwards v. Gulf Mississippi Marine Corp., 449 F.Supp. 1363, 1365-66 (S.D.Tex.1978); Luria Steel & Trading Corp. v. Ogden Corp., 327 F.Supp. 1345, 1347-48 (E.D.Pa.1971); 3 Cyclopedia of Federal Procedure Acquiring Jurisdiction of the Person Sec. 11.79 (3rd ed. 1967 & Supp.198......
-
Antitrust and International Commerce
...(5th Cir. 1977); C.C.P. Corp. v. Wynn Oil Co., 354 F. Supp. 1275, 1278 (N.D. Ill. 1973); Luria Steel & Trading Corp. v. Ogden Corp., 327 F. Supp. 1345, 1348-49 (E.D. Pa. 1971); Goldlawr, Inc. v. Shubert, 169 F. Supp. 677, 688 (E.D. Pa. 1958), aff’d , 276 F.2d 614 (3d Cir. 1960). 480. 244 F.......
-
Table of Cases
...2d 1376 (J.P.M.L. 2001), 892 Luria Bros. & Co., In re, 105 F.T.C. 192 (1985), 208, 214, 700 Luria Steel & Trading Corp. v. Ogden Corp., 327 F. Supp. 1345 (E.D. Pa. 1971), 860, 861, 863, 1355 Luxor, Ltd., 31 F.T.C. 658 (1940), 567 Luxpro Corp. v. Apple, Inc., 658 F. Supp. 2d 921 (W.D. Ark. 2......