Paroni v. Gen. Elec. UK Holdings
| Decision Date | 09 August 2021 |
| Docket Number | 19 Civ. 1034 (PAE) |
| Parties | ELODIE PARONI, Individually and on Behalf of the Estate of EUGENE PARONI, Plaintiff, v. GENERAL ELECTRIC UK HOLDINGS LTD, Defendant. |
| Court | U.S. District Court — Southern District of New York |
Eugene Paroni (“Eugene”), the late spouse of plaintiff Elodie Paroni (“Elodie”), was diagnosed with, and died of, mesothelioma. Elodie alleges that Eugene's exposure to asbestos during his work on a wind turbine manufactured by Ruston Gas Turbines, Ltd. (“Ruston”) caused his mesothelioma. She brings claims for negligence, wrongful death, strict products liability, and loss of consortium. Elodie first brought suit against Alstom SA, which she alleged was a successor in interest to Ruston. However, during jurisdictional discovery the parties discovered that General Electric UK Holdings Ltd (“GEUKH”) was the correct entity and substituted GEUKH for Alstom SA. With leave of Court, Elodie filed a Third Amended Complaint (“TAC”) substituting GEUKH for Alstom SA.
The Court previously denied, without prejudice, former defendant Alstom SA's motion to dismiss for lack of personal jurisdiction under Federal Rule of Civil Procedure 12(b)(2) and authorized jurisdictional discovery. See Paroni v Alstom SA, No. 19 Civ. 1034 (PAE), 2020 WL 1033406 (S.D.N.Y. Mar. 3, 2020) (“Paroni I”). Jurisdictional discovery is now complete. Before the Court is GEUKH's motion to dismiss for lack of personal jurisdiction under Rule 12(b)(2). For the reasons that follow, the Court has determined that GEUKH's motion is meritorious. However, as an alternative to dismissing the case, the Court will entertain a motion from Elodie to transfer the case to California to cure the defect in personal jurisdiction.
Between the 1960s and 1980s, Eugene was exposed to asbestos while working at various jobsites: (1) as a car repair worker in the 1960s; (2) as a welder for Combustion Power Company (, the Combustion Power Unit 400 Pilot Plant) in Menlo Park, California between 1970 and 1972; and (3) as an HVAC mechanic for J. Lohr Vineyards & Wines and J&J Air Conditioning in the 1980s. TAC ¶ 15. One of the sources of the asbestos was a “Ruston TA-1500” turbine, with which Eugene worked in the early 1970s at a California plant. Id. ¶ 16. Eugene “recalled outside workers taking apart and working on specialized turbine equipment, including asbestos blankets.” Id. ¶ 3. That turbine was manufactured and sold by Ruston Gas Turbines, Limited (“Ruston”), id. ¶ 17, an English company, id. ¶ 3. Ruston had contracted with customers in California to “install, repair, and/or service its turbines in the State of California.” Id.
In March 2016, Eugene was diagnosed with pleural mesothelioma, a fatal form of cancer caused by asbestos exposure. Id. ¶ 14; see also Cal. Compl. ¶ 2. On April 19, 2017, Eugene passed away; the mesothelioma caused his death. TAC ¶ 2. He was survived by his wife, Elodie, and his two sons, Micah and Jamin.
On June 9, 2016-shortly before Eugene passed away-Eugene and Elodie, both residents of California, sued 25 defendants in the Superior Court of the State of California in the County of Alameda. See id. ¶ 4; Cal. Compl. ¶¶ 3, 8-32. They brought claims for negligence, strict products liability, and loss of consortium related to Eugene's occupational asbestos exposure. See Cal. Compl. ¶¶ 8-32.
By the time the Paronis brought suit in California state court in 2016, Ruston no longer existed. See Cal. Op. The Paronis therefore pursued the parties they believed to be Ruston's alleged successor(s) in interest. Initially, the Paronis alleged Siemens AG (“Siemens”) was the successor in interest to Ruston. See Cal. Compl. Later, however, they amended the complaint to allege Alstom SA as the true successor in interest to Ruston. See Paroni I, 2020 WL 1033406, at *2 (). The Paronis argued that Ruston became Alstom Power UK Holdings Limited (“Alstom Power”) through a series of name changes, see Cal. Op. at 3, and that Alstom SA, the defendant, was successor in interest to Alstom Power, see id. at 2-3.
Alstom SA moved to quash the summons for lack of personal jurisdiction. See id. at 2. On September 7, 2018, the California state court granted the motion. Because the court understood the Paronis to have conceded that the court lacked general jurisdiction over Alstom SA, the court focused on whether it had specific jurisdiction over Alstom SA. Id. In finding that exercising specific jurisdiction would violate due process, the court made three findings. First and “most importantly, ” the Paronis had failed to prove with “admissible evidence” that Alstom SA was the successor in interest to Alstom Power. See id. at 2-3. The Paronis had offered only unauthenticated evidence that Ruston had become Alstom Power, and none as to the existence or status of Alstom Power at the time of the suit. See id. The Paronis had merely shown that Alstom SA and Alstom Power were “part of the same corporate group and share[d] a single word in their names, ” which was insufficient to “overcome the general presumption that they are separate and independent entities” under California law. Id. at 3. Second, the Paronis had failed to prove by a preponderance that Alstom SA, the defendant, had purposefully availed itself of “forum benefits” by “caus[ing] Ruston, Alstom Power, or any of their purported intermediate entities to purposefully avail themselves of this forum . . . at the time [the Paronis] cause of action arose.” Id. Third, the Paronis had failed to prove by a preponderance that their suit was “related to” or “ar[ose] from” Alstom SA's California contacts. Id. at 2. Although the Paronis apparently offered some evidence of other entities' contacts related to the action, they had not made any such showing for Alstom SA.
The California state court also denied the Paronis' request for jurisdictional discovery; although the Paronis' counsel had orally requested leave to seek it at the hearing, counsel had failed to request it either in their opposition brief or prior to the hearing. Id. at 3.
On February 1, 2019, after the dismissal of the California state court action, Elodie filed suit against Alstom in this Court, individually and on behalf of Eugene's estate. Dkt. 2. She asserted the same substantive tort claims brought in California state court-negligence, strict liability, and loss of consortium-plus wrongful death. Id. ¶¶ 15-47. The original complaint alleged, “[o]n information and belief, ” that Alstom SA was “the successor in interest to Ruston” and that it had, after Eugene's exposure, “acquired Ruston, including its asbestos liabilities.” Id. ¶ 3. The complaint alleged that, although Alstom was incorporated in France, it maintained a headquarters in New York. See id. ¶ 7. It did not articulate whether Elodie was pursuing general or specific jurisdiction, or both, over Alstom SA.
On July 8, 2019, Alstom SA, specially appearing to challenge jurisdiction, moved to dismiss for lack of personal jurisdiction. Dkts. 17-18, 21. The following day, the Court ordered Elodie to either amend her complaint or oppose Alstom's motion to dismiss by July 29, 2019. Dkt. 22.
On August 20, 2019, Elodie filed the Second Amended Complaint. Dkt. 27 (“SAC”).[2]In it, Elodie clarified that she was pursuing a theory of general jurisdiction on the basis that Alstom SA maintained a U.S. headquarters, id. ¶ 8, Ex. 12 (“New York Country HQ” listed at 641 Lexington Avenue, 28th Floor, New York, NY 10012), and had regular contact with New York, including real estate, a subsidiary operating under New York law, multiple officers who lived in New York, and 1.4 million euros in New York sales, see id. ¶ 18.
In support of her allegation that Alstom SA was the successor in interest to Ruston, the SAC relied on the following series of name changes:
id. ¶¶ 2, 10. It is unclear from the record the extent to which these allegations are the same as those that Elodie presented to the California state court.[3]
On August 21, 2019, the Court ordered that, by September 10, 2019, Alstom SA (1) answer, (2) file a new motion to dismiss, or (3) submit a letter to the Court stating that it relied on its previously filed motion to dismiss. The same day, Alstom SA filed a second motion to dismiss for lack of subject matter jurisdiction. Dkts. 29-31. On September 5, 2019, Elodie filed her opposition. Dkt. 33. On September 12, 2019, Alstom filed its reply. Dkt. 34. Alstom SA argued that the New York “headquarters” referenced on the website was actually that of one of its subsidiaries. Id. at 4. In opposition, Elodie asked the Court to deny Alstom's motion, or, in the alternative, permit jurisdictional discovery because Alstom's representations that “the New York headquarters listed on its website is actually a subsidiary rather than its U.S. headquarters” were unsworn statements made by counsel in a memorandum of law. Id. at 7-8.
On March 3, 2020, the Court denied Alstom's motion to dismiss without prejudice and granted Elodie's request for jurisdictional...
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