Anwar v. Dow Chem. Co.
| Decision Date | 30 November 2017 |
| Docket Number | No. 16-2475,16-2475 |
| Citation | 876 F.3d 841 |
| Parties | Rose ANWAR, Plaintiff-Appellant, v. DOW CHEMICAL COMPANY; MEGlobal International FZE; Ramesh Ramachandran, Defendants-Appellees. |
| Court | U.S. Court of Appeals — Sixth Circuit |
ARGUED: Russell C. Babcock, THE MASTROMARCO FIRM, Saginaw, Michigan, for Appellant. Matthew T. Nelson, WARNER, NORCROSS & JUDD, LLP, Grand Rapids, Michigan, for Appellee Dow Chemical. Jennifer J. Stocker, BARNES & THORNBURG LLP, Grand Rapids, Michigan, for Appellee MEGlobal. ON BRIEF: Victor J. Mastromarco, Jr., THE MASTROMARCO FIRM, Saginaw, Michigan, for Appellant. Matthew T. Nelson, Edward J. Bardelli, WARNER, NORCROSS & JUDD, LLP, Grand Rapids, Michigan, for Appellee Dow Chemical. Jennifer J. Stocker, BARNES & THORNBURG LLP, Grand Rapids, Michigan, for Appellee MEGlobal.
Before: SUTTON, DONALD, and THAPAR, Circuit Judges.
Rose Anwar appeals the district court's dismissal of her claims and argues that the district court erred in granting a motion to dismiss for lack of personal jurisdiction and a motion for summary judgment to Defendants-Appellees MEG International and The Dow Chemical Company ("Dow") respectively. Anwar also argues that the district court erred in denying her request for additional discovery. We find that these arguments fail and AFFIRM the district court's decision.
Plaintiff-Appellant Rose Anwar, a U.S. citizen, was hired to work for MEG International in Dubai as an IT Manager on November 1, 2007. In 2011, Anwar received a promotion to Chief Information Officer and Communications Manager. Anwar alleges that, following her promotion, her immediate supervisor, Ramesh Ramachandran, began harassing her about working when she had young children at home. In addition to the harassment, Anwar alleges that Ramachandran openly demonstrated gender bias by making comments about not needing highly paid female employees in the company. Finally, Anwar alleges that Ramachandran expressed his disapproval of Anwar's decision to end her marriage, going so far as to meet with her husband to discuss the divorce and the couple's marital issues. Anwar alleges that this bias culminated in her termination on June 9, 2014, one day after she attended a divorce court proceeding, during which she had asked for an immediate divorce to be initiated. Following her termination, Anwar brought suit against MEG International in a Dubai court alleging 1) failure to provide notice of termination in violation of the law; 2) employment termination for an arbitrary reason; and 3) failure to provide severance pay in violation of the law. Anwar was awarded severance pay, but in support of the lawsuit underlying this appeal, she argues that Dubai's courts were unable to provide a sufficient remedy for the sex and marital status discrimination she experienced.
On August 3, 2015, Anwar filed a complaint in federal district court in Michigan against MEG International, doing business as MEGlobal Americas, Inc., Ramachandran, and Dow, alleging that she was impermissibly terminated because of her gender, religion, national origin, and marital status. Anwar raised six claims: (1) Sex discrimination in violation of Title VII; (2) Sex discrimination in violation of the Michigan Elliott-Larsen Civil Rights Act ("ELCRA"); (3) Marital status discrimination in violation of ELCRA; (4) Breach of an express written agreement; (5) Breach of an implied contract; and (6) Promissory Estoppel. MEG International and Ramachandran filed a motion to dismiss on three bases: 1) the district court did not have personal jurisdiction; 2) service was improper; and 3) the district court was forum non conveniens. Dow likewise filed a motion to dismiss on two bases: 1) failure to state a claim because Anwar was not an employee of Dow at the time of the alleged acts; and 2) the district court was forum non conveniens.1
On January 26, 2016, the district court issued an order dismissing Anwar's claims against Ramachandran for lack of personal jurisdiction and opening discovery for 90 days for the following limited purposes:
(1) Investigating Anwar's allegations that MEG International does business as MEG Americas and that the MEGlobal subsidiaries act as a single entity and (2) Anwar's allegation that Ramachandran and other MEG International managers are employed by Defendant Dow.
The parties were also instructed to file supplemental briefs on the two above-mentioned issues.
On March 11, 2016, Dow filed a motion for protective order to prohibit two depositions Anwar had requested, arguing that the depositions of Henry Roth, former President and CEO of MEG International, and Kimberly Wood, former Fraud Investigator for Dow, sought information that was "irrelevant and outside the limited scope of discovery the Court [ ] authorized[.]" Dow also argued that a protective order was "necessary to protect [Dow] from annoyance, embarrassment, oppression, and undue burden and expense." On March 21, 2016, the district court granted the protective order and stated:
Because discovery in this matter is intentionally limited at this time, Defendant Dow has shown good cause for a protective order under Rule 26(c)(1). While the testimony of Mr. Roth and Mrs. Wood may be relevant at a later stage of this litigation, such testimony is unlikely to provide relevant jurisdictional information proportional to the current needs of the case. See Rule 26(b)(1).
Finally, on September 20, 2016, the district court granted Defendants-Appellees' motions to dismiss and motion for summary judgment, and dismissed Anwar's claims.
Anwar appealed on the motions underlying dismissal and the motion for protective order.
We review the district court's dismissal for lack of personal jurisdiction de novo . MAG IAS Holdings, Inc. v. Schmückle , 854 F.3d 894, 899 (6th Cir. 2017). In deciding whether to dismiss for lack of personal jurisdiction, the district court may rely "upon the affidavits alone; it may permit discovery in aid of deciding the motion; or it may conduct an evidentiary hearing to resolve any apparent factual questions." Id. (citing Theunissen v. Matthews , 935 F.2d 1454, 1458 (6th Cir. 1991) ). Plaintiffs have the burden of establishing that a district court can exercise jurisdiction over the defendant, but "that burden is ‘relatively slight’ where, as here, the district court rules without conducting an evidentiary hearing." Id. (citing Air Prods. & Controls, Inc. v. Safetech Int'l, Inc., 503 F.3d 544, 549 (6th Cir. 2007) ). "To defeat dismissal in this context, plaintiffs need make only a prima facie showing that personal jurisdiction exists." Id. (citing Air Prods. & Controls, Inc. , 503 F.3d at 549 ).
In our review of a plaintiff's prima facie case, we consider pleadings and affidavits "in a light most favorable to the plaintiff," without weighing "the controverting assertions of the party seeking dismissal." Theunissen , 935 F.2d at 1459 ; see also Estate of Thomson ex rel. Estate of Rakestraw v. Toyota Motor Corp. Worldwide, 545 F.3d 357, 361 (6th Cir. 2008). If the plaintiff makes a prima facie showing, remand is appropriate, but the defendant's avenues to contest personal jurisdiction are not foreclosed here—"the defendant can continue to contest personal jurisdiction by requesting an evidentiary hearing or moving for summary judgment should the evidence suggest ‘a material variance from the facts' as presented by plaintiffs." MAG IAS Holdings, Inc. , 854 F.3d at 899 (citing Neogen Corp. v. Neo Gen Screening, Inc. , 282 F.3d 883, 893 (6th Cir. 2002) ).
Anwar alleges that there is a factual dispute about whether MEGlobal International was her employer, therefore raising a question of fact that should not have been disposed of at summary judgment. Anwar misapprehends the district court's action below—the district court granted MEG International's Federal Rule of Civil Procedure 12(b)(2) Motion to Dismiss, not a motion for summary judgment. Anwar cites to Supreme Court precedent in support that discusses summary judgment and judgment as a matter of law, e.g. Reeves v. Sanderson Plumbing Products, Inc. , 530 U.S. 133, 120 S.Ct. 2097, 147 L.Ed.2d 105 (2000), which are not relevant here. As the district court dismissed on a motion to dismiss for lack of personal jurisdiction, we analyze under that standard.
Defendant-Appellee MEGlobal International argues that Anwar is attempting to invoke personal jurisdiction based on an erroneous conclusion that MEGlobal International is doing business as MEGlobal Americas. The parties agree, however, that in order for the district court to have possessed personal jurisdiction over MEGlobal International, Anwar would need to satisfy the burden of showing that MEGlobal International is the alter ego of Michigan resident MEGlobal Americas.
MEGlobal International is a legal entity established under and registered with the Dubai Airport Freeport regulations in Dubai, United Arab Emirates. The company distributes ethylene glycol product to customers within Asia, the Middle East, Turkey, India, and Pakistan. MEGlobal International is a wholly owned subsidiary of MEGlobal Europe GMBH, a Swiss entity, which is in turn a wholly owned subsidiary of MEGlobal BV, a Dutch legal entity located in the Netherlands that has seven other wholly owned subsidiaries. One of those subsidiaries is MEGlobal Americas ("MEG Americas"), an entity incorporated in Delaware and registered to do business in Michigan. MEGlobal BV is a joint venture that is 50% owned by Petrochemical Industries Company, a Kuwaiti legal entity, and 50% owned by Dow Europe Holdings, B.V., a company organized and registered under Dutch law. As the district court articulated, MEG Americas is an "uncle" entity of MEGlobal International. Anwar has made both federal and state law claims, therefore this court must look to federal law and Michigan law regarding alter-ego...
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