Ex Parte United Ins. Companies, Inc.
| Decision Date | 10 February 2006 |
| Docket Number | 1041704.,1041888.,1041705.,1041889. |
| Citation | 936 So.2d 1049 |
| Parties | Ex parte UNITED INSURANCE COMPANIES, INC. (In re Patricia M. Jackson v. MEGA Life and Health Insurance Company et al.). Ex parte UICI Marketing, Inc. (In re Patricia M. Jackson v. MEGA Life and Health Insurance Company et al.). Ex parte United Group Service Centers, Inc. (In re Patricia M. Jackson v. MEGA Life and Health Insurance Company et al.). Ex parte Specialized Association Services, Inc. (In re Patricia M. Jackson v. MEGA Life and Health Insurance Company et al.). |
| Court | Alabama Supreme Court |
Henry C. Callaway, E. Luckett Robinson II, and Lisa Darnley Cooper of Hand Arendall, L.L.C., Mobile, for petitioners United Insurance Companies, Inc., and UICI Marketing, Inc.
John N. Bolus of Maynard, Cooper & Gale, P.C., Birmingham, for petitioners United Group Service Centers, Inc., and Specialized Association Services.
Phillip W. McCallum, James M. Terrell, and P. Michael Yancey of McCallum, Methvin & Terrell, P.C., Birmingham, for respondent.
United Insurance Companies, Inc. ("UICI"), UICI Marketing, Inc., United Group Service Centers, Inc. ("UGSC"), and Specialized Association Services, Inc. ("SAS") (hereinafter referred to collectively as "the petitioners"), petition this Court for writs of mandamus directing the trial court to vacate its order denying their motions to dismiss Patricia M. Jackson's claims against them for lack of personal jurisdiction and to enter an order dismissing Jackson's complaint insofar as it asserts claims against them. We deny the petitions.
Jackson sued the petitioners; her health insurer, MEGA Life and Health Insurance Company ("MEGA"); and others regarding the sale and administration of her health-insurance certificate issued by MEGA allegedly through the combined sales and marketing efforts of UICI, UICI Marketing, MEGA, UGSC, SAS, and the National Association for the Self-Employed ("the NASE"). Apparently, Jackson became associated with the NASE, an independent, not-for-profit association formed to independently research, negotiate, and endorse unaffiliated health-insurance carriers for the benefit of the members of the NASE; based on the NASE's endorsement of the insurance offered by MEGA she purchased a MEGA insurance certificate.
According to Jackson's complaint, UICI is the parent and sole shareholder of MEGA and UICI Marketing. The NASE, which is managed by SAS and, according to Jackson, is also under the control of UICI and MEGA, endorses only MEGA insurance policies. UICI Marketing generates potential policy purchasers, like Jackson, by using the NASE's endorsement of MEGA in Internet advertising, print ads, signs, direct mail, and telemarketing. UGSC trains the NASE enrollers to approach potential leads generated by UICI Marketing. Jackson, however, alleges that the NASE enrollers, who she says are UICI agents, are actually insurance agents because, she says, the enrollment application for the NASE is an insurance application and with the completion of the application the enroller collects an "[NASE] association initiation fee" or registration fee, NASE dues, and the first month's premium payment.
Jackson further alleges that UICI is controlled by Ronald Jensen, that the NASE was established by a former business partner of Jensen's and is controlled by Jensen-family-owned businesses, and that SAS is run by Jensen's son, but controlled by Jensen and other family members. Jackson alleges that all the companies work together to form a mechanism that allows them to avoid insurance regulations in implementing fraudulent writing of policies and pooling practices.
In her complaint, Jackson alleged claims of breach of fiduciary and trust duties, breach of contract, fraudulent suppression, unjust enrichment, civil conspiracy, fraud, breach of implied contract to procure insurance, negligence, negligence per se wantonness, conversion, bad-faith refusal to pay and bad-faith refusal to investigate. With regard to her claim of civil conspiracy, Jackson averred:
The petitioners moved for a dismissal of Jackson's claims pursuant to Rule 12(b)(2), Ala. R. Civ. P., maintaining that the trial court did not have personal jurisdiction over them. In support of their motions, the petitioners filed affidavits from officers in their companies.
The vice president of UICI averred in his affidavit that UICI is a holding company incorporated in Delaware with its principal place of business in the State of Texas; that it is the parent company of MEGA; that MEGA is a wholly owned, independently operated subsidiary of UICI; that "UICI is not an insurer and does not participate in the business of insurance"; that UICI is not registered to do business in the State of Alabama; that it has never conducted business in Alabama; that it is not required to and has never filed a tax return in Alabama; that it does not own property in Alabama; that it does not maintain any offices or a telephone listing or have any employees in Alabama; and that it had no involvement in the marketing, sale, underwriting, or administration of any insurance coverage issued to Jackson or any other resident in Alabama.
Similarly, the affidavit of the controller and treasurer of UICI Marketing averred that UICI Marketing is a Delaware corporation with its principal place of business in Texas; that it is not an insurer and does not participate in the business of insurance; that it is not registered as an insurer in Alabama; that it is not registered to do business in Alabama; that it does not pay Alabama taxes or own property in Alabama; that it has no employees in Alabama; that it does not have a telephone listing in Alabama; that it has never conducted any business in Alabama; and that it was not involved in the sale, underwriting, or administration of any insurance coverage issued to Jackson or any other Alabama resident.
The officer for UGSC averred in her affidavit in support of UGSC's motion to dismiss that UGSC is a registered and licensed Texas staff-leasing-service company with its principal place of business in Texas; that it had not conducted business in Alabama; that it has no employees in Alabama; that it is not required to be registered, licensed, or otherwise qualified to do business in Alabama; that it is not required to file any type of tax return in Alabama; that it does not maintain any offices in Alabama; that it does not own any property in Alabama; that it has never maintained any offices in Alabama; that it does not employ any insurance agents in Alabama; that it does not derive substantial revenue from goods, services, or products from Alabama; that it did not solicit, market, sell, issue, underwrite, or administer Jackson's insurance certificates; and that it has never solicited, marketed, sold, issued, underwritten, or administered insurance in Alabama.
The director of operations for SAS averred in her affidavit in support of SAS's motion to dismiss that SAS is a Texas corporation with its principal place of business in Texas; that it provides its clients with a number of "back office" administrative services; that it does not conduct business in Alabama; that it is not registered, licensed, or qualified to do business in Alabama; that it is not required to file any type of tax return in Alabama; that it does not have employees in Alabama; that it does not maintain an office in Alabama; that it does not own real property in Alabama; that it does not maintain a telephone listing in Alabama; that it does not have any sales representatives in Alabama; that it does not advertise its services in Alabama; that it does not derive substantial revenue from goods, services, or products consumed in Alabama; that it did not solicit, sell, issue, underwrite, or administer Jackson's insurance certificates or any other insurance certificates sold in Alabama; and that it does not control the NASE.
In response to the motions, Jackson argued that her complaint, which detailed the relationship of the petitioners with MEGA, the alleged marketing scam, and the claim of conspiracy, established personal jurisdiction. Jackson did not file an affidavit or other evidence to substantiate the factual allegations in her complaint, but she did request the opportunity to conduct discovery "to cross-examine the individuals whose affidavits have been submitted in support of the motions to dismiss and to further evidence the conspiracy...
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