Vermeulen v. Renault, U.S.A. Inc.

• Decision Date: 09 July 1992
• Docket Number: No. 91-8765,91-8765
• Parties: Laura Ann VERMEULEN, Plaintiff-Appellant, v. RENAULT, U.S.A. INC; Regie Nationale Des Usines Renault; Jeep Eagle Sales Corporation; Regie Nationale Des Usines Renault and Chrysler Corporation, Defendants-Appellees.
• Court: U.S. Court of Appeals — Eleventh Circuit

Page 1014

965 F.2d 1014

Laura Ann VERMEULEN, Plaintiff-Appellant, v. RENAULT, U.S.A. INC; Regie Nationale Des Usines Renault;

Jeep Eagle Sales Corporation; Regie Nationale Des

Usines Renault and Chrysler Corporation,

Defendants-Appellees.

No. 91-8765.

United States Court of Appeals, Eleventh Circuit.

July 9, 1992.

Dennis T. Cathey, Cornelia, Ga., Benjamin S. Williams, Williams & Henry, Atlanta, Ga., for plaintiff-appellant.

M. Diane Owens, Long, Weinberg, Ansley & Wheeler, Atlanta, Ga., for defendants-appellees.

Appeal from the United States District Court for the Northern District of Georgia.

Before KRAVITCH and DUBINA, Circuit Judges, and RONEY, Senior Circuit Judge.

KRAVITCH, Circuit Judge:

Plaintiff-Appellant Vermeulen appeals the district court's order dismissing Defendant-Appellee Regie Nationale Des Usines Renault ("RNUR") from plaintiff's product liability suit for lack of personal jurisdiction under the Georgia long-arm statute. Because we do not find Georgia's exercise of personal jurisdiction over RNUR to be inconsistent either with Georgia law or with the Due Process Clause of the Fourteenth Amendment, we reverse and remand the case to the district court.

I. BACKGROUND

In January 1988, the appellant purchased a 1982 Renault LeCar from her brother. At the time of the purchase, both seller and buyer were residents of North Carolina. Appellant subsequently moved to Georgia. On February 16, 1988, she suffered an accident on State Route 316, near Lawrenceville, Georgia, sustaining a spinal injury that has left her quadriplegic.

On April 18, 1989, contending that her injuries were the result of the negligent manufacture and design of the LeCar's passenger restraint system, appellant filed suit in the Superior Court of Fulton County, Georgia, against RNUR, the French manufacturer and designer of the subject vehicle; Renault, U.S.A., RNUR's wholly owned American subsidiary; ¹ and Jeep Eagle Sales Corporation, the successor to American Motors Corporation ("AMC"). AMC's wholly-owned subsidiary, American Motors Sales Corporation ("AMSC"), was the distributor of LeCar in the United States. ² Defendants removed the case on diversity grounds to Federal District Court (N.D.Ga.), and RNUR moved to dismiss the case against it for lack of personal jurisdiction.

In an order dated November 19, 1990, the district court granted RNUR's motion to dismiss without conducting an evidentiary hearing on the issue, Vermeulen v. Renault U.S.A., Inc., et al., No. 1:89-cv-1042-HTW (N.D.Ga. November 19, 1990) (hereinafter "November 19 Order"), holding that Georgia's exercise of jurisdiction over RNUR was inconsistent both with the Georgia long-arm statute, O.C.G.A. § 9-10-91, and with the Due Process Clause of the Fourteenth Amendment. The district court denied plaintiff's motion for reconsideration on January 15, 1991, stating that its dismissal of RNUR from plaintiff's suit was based on the Supreme Court's decision in Asahi Metal Industry Co., Ltd. v. Superior Court of California, Solano County, 480 U.S. 102, 107 S.Ct. 1026, 94 L.Ed.2d 92 (1987). Plaintiff appeals the district court's order of dismissal.

II. STANDARD OF REVIEW

We review the district court's dismissal for lack of in personam jurisdiction de novo. Olivier v. Merritt Dredging Co., Inc., 954 F.2d 1553, 1555 (11th Cir.1992); Madara v. Hall, 916 F.2d 1510, 1514 (11th Cir.1990). Where, as here, the district court did not hold an evidentiary hearing on the jurisdictional issue, a plaintiff need only make out a prima facie case of jurisdiction over the non-resident defendant. Delong Equipment Co. v. Washington Mills Abrasive Co., 840 F.2d 843, 845 (11th Cir.1988); Morris v. SSE, Inc., 843 F.2d 489, 492 (11th Cir.1988). A prima facie case is established if the plaintiff presents sufficient evidence to defeat a motion for directed verdict. Morris, 843 F.2d at 492. In the absence of an evidentiary hearing, the district court considering the motion to dismiss must take as true the allegations in the complaint, to the extent they are uncontradicted by the defendant's affidavits or deposition testimony. Id. Further, where the evidence presented by the parties' affidavits and deposition testimony conflicts, the court must construe all reasonable inferences in favor of the plaintiff. Id.

III. FACTS RELATING TO JURISDICTION

RNUR, the manufacturer and designer of appellant's 1982 LeCar, is a French corporation, wholly owned by the French government. It is undisputed that RNUR (1) has never been a corporation organized or existing under the laws of the State of Georgia; (2) has never been registered as a foreign corporation doing business in Georgia; (3) has never appointed any agent to act for it or to accept service of process in Georgia; (4) has never owned real estate or personal property located in Georgia; (5) has never maintained a telephone number or mailing address in Georgia; (6) has never maintained a bank account in Georgia; and (7) has never had an office or place of business in Georgia. R1-23-Ex.1, pp. 2-3.

A. The Agreements Between RNUR and AMC/AMSC

In 1979, RNUR entered into a series of commercial agreements with AMC and its wholly-owned subsidiary, AMSC, pursuant to which AMSC agreed to act as the exclusive marketer and distributor of Renault automobiles in the United States. ³ It is undisputed that AMSC distributed the 1982 Renault LeCar at issue in this case under this distribution arrangement. The stated goals of the agreements between Renault and AMC/AMSC were, inter alia, "to promote the widest distribution of Renault products," and to "develop a dealer network for Renault products in the [United States]." R3-34-Ex.A, p. 1. Accordingly, AMSC agreed to purchase Renault vehicles, including LeCars, in France from RNUR, and to import them for resale in the United States.

Although the distribution agreement indicated that AMSC would take full responsibility for marketing and distributing Renault vehicles in the United States, id. at 4, the parties contemplated that Renault would be fully involved in decisions affecting the sales of its product. AMSC covenanted to "use its best efforts to carry out the Market Representation Plan." Id. at 6. This plan, not itself part of the record but referenced and defined in the Distributor's Agreement, was a "mutually agreed upon plan, initialled on behalf of the parties [to the Distributor Agreement], for the franchising of Dealers to sell Renault products within the [United States]." Id. at 3.

The Distributor's Agreement also provided that "Renault may from time to time advise [AMSC] of suggested retail prices for Renault vehicles." Id. at 6. Further, the Built-Up Sales Agreement indicated that "[t]he estimated quantities of Renault Products to be purchased and sold hereunder during any Contract Year shall be mutually agreed." R3-34-Ex.B, p. 2. ⁴

Although the Distributor Agreement provided that AMSC would take responsibility for maintaining "a sufficient number of trained and competent personnel" and for instructing such personnel concerning the preparation, servicing and repair of Renault products, it also stated that RNUR would "use its best efforts to provide [AMSC] with suitable assistance in connection with [such] training and instruction responsibilities." R3-34-Ex.A, pp. 7-8.

Article VII of the Distributor Agreement contemplated that AMSC would maintain responsibility for "determining assortments, minimum quantities, geographical distribution and other matters relating to" parts and accessories offered for sale by Renault pursuant to the Sales Agreements entered into by the parties. The Distributor's Agreement provided, however, that AMSC would "discuss such matters with Renault and give serious consideration to Renault's recommendations." Id. at 8.

Article IX of the Agreement stated that AMSC "shall print such business forms, bearing Renault trademarks and Renault trade names, for exclusive use in its 'Renault' business as Renault and [AMSC] shall mutually agree", and that AMSC would "cause each Dealer ... to maintain such portions of its facilities as are dedicated to product identification and signage in conformity with Renault standards and as mutually agreed." Id. at 10.

Under Article X of the Agreement, Renault retained the full and exclusive right to and ownership in the "Renault" trademark. The Agreement provided that "[a]ny particular use of any [Renault] trademark which, in the sole judgment of Renault, is inconsistent with the image or goodwill of Renault or its business, advertising or public relations policies, will be discontinued immediately after the same comes to the attention of Renault if Renault so notifies [AMSC]." Id. at 11.

Although Article XI of the Agreement provided that AMSC would retain full and exclusive responsibility for advertising, promoting and merchandising Renault products, AMSC covenanted to "work closely with Renault in the planning and developing of themes and strategy and the related budget"; to "build upon the Renault name and image as the manufacturer and designer of outstanding small cars"; and to "verify the technical content of any representation concerning Renault Products." Id. at 12. Article XI continued:

[AMSC] shall not publish or permit to be published any advertising material relating to Renault Products which is likely to mislead or deceive the public or to impair the image or good will of Renault or the reputation of Renault Products. If Renault notifies [AMSC] that any advertising is injurious to Renault's business, or is likely to mislead or deceive the public, or is at variance with the business, advertising or public relations policies of Renault, or is likely to impair the image or good will of Renault, [AMSC] agrees to discontinue immediately any such advertising.

Id. at 13.

In Article XII, AMSC agreed to appoint AMC/Renault dealers in accordance with the Market Representation Plan, discussed supra at P. 1017, and undertook to "use...