Paneno v. Capa-Uk
| Decision Date | 27 May 2004 |
| Docket Number | No. B162753.,B162753. |
| Court | California Court of Appeals Court of Appeals |
| Parties | Rocky PANENO, Plaintiff and Appellant, v. CENTRES FOR ACADEMIC PROGRAMMES ABROAD LTD., Defendant and Respondent. |
Plaintiff and appellant Rocky Paneno (Paneno) appeals from the trial court's order granting respondent Centres for Academic Programmes Abroad Ltd. now known as The CAPA Foundation's (CAPA-UK) motion to quash service of summons. We reverse that order. Pursuant to the "representative services" doctrine, as discussed in Sonora Diamond Corp. v. Superior Court (2000) 83 Cal.App.4th 523, 542-543, 99 Cal.Rptr.2d 824 (Sonora Diamond), the Consortium for International Education, Inc. doing business as the Centers for Academic Programs Abroad, Inc. (CAPA-USA) functioned as CAPA-UK's general agent, thereby supporting general jurisdiction over CAPA-UK.
Paneno, a college student at Pasadena Community College (PCC),1 enrolled in a study abroad program through CAPA-USA (the PCC Florence Program). He suffered serious personal injuries in an accident at the apartment house where he resided during his stay in Florence, Italy, and filed this lawsuit against PCC, CAPA-UK, and CAPA-USA.
CAPA-UK organizes international educational programs for college students, primarily through contractual associations with colleges and universities throughout the world. According to John J. Christian (Christian), its executive director, CAPA-UK functions much like a tour operator in the organization of the various elements of its programs, including making arrangements with travel suppliers, accommodation suppliers, and other logistical suppliers. None of CAPA-UK's international educational programs takes place in California.
CAPA-UK was first incorporated as a British limited liability company on May 28, 1998, under the name "Centres for Academic Programmes Abroad Ltd." At that time, CAPA-UK's registered address was in London, and CAPA-UK has maintained that registered address as its principal place of business through the present.
Defendant and respondent CAPA-USA is a California mutual benefit company with its headquarters and principal place of business in Irvine, California. CAPA-USA functions as the United States sales, marketing, and predeparture administration arm for CAPA-UK in the provision of international education programs. In that capacity, it prepared the brochure describing the study abroad program supplied to Paneno.
CAPA-USA and CAPA-UK are distinct, but affiliated, companies. CAPA-UK does not, and never has, owned, operated, or managed CAPA-USA, and CAPA-USA has never owned, operated, or managed CAPA-UK. While CAPA-UK and CAPA-USA have identical boards of directors, they have separate offices, officers, and employees. It has never loaned money to, signed, or cosigned any notes on behalf of, or guaranteed loans of, or otherwise financed CAPA-USA.
CAPA-UK maintains no offices in California and does not employ any persons in California. CAPA-UK does not pay any taxes to California. CAPA-UK has never owned, operated, or managed any entity located or doing business in California. It does not have any bank accounts, real or personal property, telephone numbers, mailing addresses, or post office boxes in California. It does not own, lease or maintain any office or branch in California. It has never been registered to do business, held a license to do business, and has never otherwise been authorized to transact business in California. It does not maintain a registered agent within California. It does not file any type of government reports in California.
CAPA-UK has never applied for, nor received, a loan or other financing from any entity in California. It has never filed a lawsuit in California, and, other than this lawsuit, has never even been a party to a lawsuit in California or otherwise availed itself of California law.
CAPA-UK does not advertise in any local media or in any publication printed or distributed in California. It does not advertise in any media calculated to reach California.
CAPA-UK occasionally sends employees to California. On average, one or two representatives of CAPA-UK visit California once or twice a year to meet with employees of CAPA-USA and to meet with students and representatives from California colleges and universities. No directors, officers, or employees of CAPA-UK have visited California to meet with representatives of PCC regarding the PCC Florence Program.
CAPA-UK does not enter into any contracts with any educational institution within California for the provision of international study programs. Rather, CAPA-USA contracts with the particular California educational institution. In the instant case, the vice president of administrative services of PCC and the director of CAPA-USA's "U.S. Operations" executed the relevant contract.
Likewise, CAPA-UK did not enter into any contract with Paneno or any other California student regarding the PCC Florence Program. As with the educational institution contracts, CAPA-USA, not CAPA-UK, contracts with the individual California students who wish to participate in the study abroad programs.
According to Christian, the standard procedure, which was applicable to the PCC Florence Program, is that CAPA-USA approaches CAPA-UK for the pricing of a particular program for a particular semester. CAPA-UK provides CAPA-USA with the pricing of the program after obtaining such information from CAPA-UK's independent suppliers located in the country of interest (in this case, Italy). Upon the signing of a formal contract between CAPA-USA and the educational institution, CAPA-UK then contracts with the various independent suppliers of services, including accommodation providers, air and ground transportation providers, and sightseeing excursion providers. CAPA-UK pays these independent suppliers for their services. Students who participate in the study abroad programs send their checks to CAPA-USA, which then forwards the proceeds to CAPA-UK.
In April 2000, Paneno signed and returned an application to CAPA-USA in Irvine with his deposit check. The written application contained the terms of Paneno's participation in the PCC Florence Program, and included a release purporting to release CAPA-USA and its "employees, directors, officers, agents and affiliates" for any loss or damage.
For the PCC Florence Program, CAPA-UK contracted the services of another entity, Mitwohnzentrale,2 to obtain apartment accommodations for the PCC Florence Program participants. Decisions pertaining to the selection of Mitwohnzentrale as the housing provider for the PCC Florence Program came from CAPA-UK's office in London.
In September 2000, Paneno traveled to Italy without incident and commenced the academic component of the program. He lived in an apartment in Florence with roommates who were also participating in the program.
On October 21, 2000, Paneno and a friend were on the apartment's balcony. When Paneno leaned against the balcony railing, a portion of it gave way, and Paneno fell six stories. He sustained serious injuries, including paralysis, as a result of his fall.
On August 10, 2001, Paneno initiated this lawsuit against CAPA-USA and PCC for premises liability and negligence. Paneno thereafter filed a first amended complaint alleging the same causes of action against the same two defendants.
On or about June 9, 2003, CAPA-USA filed a motion for summary judgment.3 In opposing that motion, Paneno admitted that he contracted with CAPA-USA and that he did not have any knowledge about the activities or involvement of CAPA-UK.
On April 8, 2002, Paneno filed a form amendment, naming "Centers for Academic Programs Abroad, Ltd." as Doe 2. Service was attempted by registered mail to CAPA-UK at its registered address in London. Thereafter, CAPA-UK specially appeared and moved to quash service of the summons and first amended complaint for lack of personal jurisdiction.
In opposing CAPA-UK's motion, Paneno argued that jurisdiction should lie over CAPA-UK because: (1) through CAPA-USA's marketing and sales activities in the United States, CAPA-UK tries to recruit California schools and students into its study abroad programs; (2) these activities constitute purposeful availment directly related to the cause of action alleged against CAPA-UK; and (3) that no CAPA entity actually existed in England; instead, the two CAPA entities were merely playing a shell game.
On August 29, 2002, the trial court granted CAPA-UK's motion.
This timely appeal followed.4
When a nonresident defendant challenges personal jurisdiction, the burden shifts to the plaintiff to demonstrate, by a preponderance of the evidence, that all necessary jurisdictional criteria have been met. The plaintiff can meet this burden only by the presentation of competent evidence in affidavits or declarations and authenticated documentary evidence. (Jewish Defense Organization, Inc. v. Superior Court (1999) 72 Cal.App.4th 1045, 1054-1055, 85 Cal.Rptr.2d 611.) Affidavits or declarations consisting primarily of vague assertions of ultimate fact rather than specific evidentiary facts are not sufficient. (Id. at p. 1055, 85...
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