Rasmussen v. General Motors Corp.

2011 WI 52, 803 N.W.2d 623, 335 Wis. 2d 1, 2011 Wisc. LEXIS 343
CourtWisconsin Supreme Court
DecidedJuly 1, 2011
DocketNo. 2007AP35
StatusPublished
Cited by18 cases

This text of 2011 WI 52 (Rasmussen v. General Motors Corp.) is published on Counsel Stack Legal Research, covering Wisconsin Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Rasmussen v. General Motors Corp., 2011 WI 52, 803 N.W.2d 623, 335 Wis. 2d 1, 2011 Wisc. LEXIS 343 (Wis. 2011).

Opinions

PATIENCE DRAKE ROGGENSACK, J.

¶ 1. We review an unpublished decision of the court of appeals1 affirming the circuit court's2 order dismissing for lack of personal jurisdiction a defendant, the Japan-based Nissan Motor Company (Nissan Japan), from David Rasmussen's (Rasmussen) class-action lawsuit. The issue presented to this court is whether Wisconsin has [5]*5general personal jurisdiction over Nissan Japan.3 Accordingly, we are asked to address whether under Wis. Stat. § 801.05(l)(d) (2007-08),4 Wisconsin's long-arm statute granting general personal jurisdiction over individuals engaged in "substantial and not isolated activities within" Wisconsin, Nissan Japan is subject to general personal jurisdiction here. If the answer to that question is yes, we are asked to decide whether the exercise of general personal jurisdiction over Nissan Japan comports with due process.

¶ 2. Rasmussen contends that Wisconsin has general personal jurisdiction over Nissan Japan5 under Wis. Stat. § 801.05(l)(d) based on the "substantial and not isolated activities" of Nissan North America, Inc. (Nissan North America),6 Nissan Japan's wholly owned subsidiary. For the reasons set out below, we conclude that even assuming arguendo that Nissan North America were the agent of Nissan Japan, absent control by Nissan Japan sufficient to cause us to disregard the separate corporate identities of Nissan Japan and Nissan North America, the activities of the subsidiary corporation are insufficient to subject its nonresident parent corporation to general personal jurisdiction under § 801.05(l)(d). We also conclude that Rasmussen [6]*6has not met his burden to show that the corporate separateness of Nissan Japan and Nissan North America should be disregarded such that the activities of Nissan North America in Wisconsin should be imputed to Nissan Japan. Accordingly, the statutory prerequisites for general personal jurisdiction under § 801.05(l)(d) have not been met.

¶ 3. Because we conclude that the statutory requirements for general personal jurisdiction have not been met, we need not discuss whether exercising general personal jurisdiction over Nissan Japan comports with due process. Accordingly, we affirm the decision of the court of appeals.

I. BACKGROUND

¶ 4. On September 18, 2003, Rasmussen filed a class-action complaint against numerous automobile companies, including Nissan Japan and its wholly owned subsidiary, Nissan North America. The complaint alleges that the automobile company defendants violated Wisconsin's antitrust and conspiracy laws. Namely, Rasmussen alleges that defendants conspired to restrain "competition in the sale and lease of new cars in Wisconsin and throughout the United States" by "eliminat[ing] the import[ing] of [lower priced] new cars from Canada into the United States and thereby rais[ing], fix[ing], stabiliz[ing] or maintain[ing] prices of new automobiles sold or leased in the State of Wisconsin ... at artificially high levels."7

¶ 5. The complaint further alleges that in an effort to advance a price-fixing scheme, the defendants required their United States dealers to, among other things, refuse to honor new car warranties on cars [7]*7imported from Canada and refuse to provide recall information relating to new cars imported from Canada.8 According to the complaint, the defendants required their Canadian car dealers to investigate prospective buyers in an effort to identify buyers who may export the automobiles for resale in the United States, and to refuse to sell to those buyers.9 Rasmussen alleged that Canadian dealers were also required to enter into "No Export" agreements with their customers that required the customer to pay a percentage of the car's value if the car was later found to have been resold in the United States.10

¶ 6. On December 22, 2003, Nissan Japan moved to dismiss the action against it for lack of personal jurisdiction. With regard to Wis. Stat. § 80l.05(l)(d),11 Nissan Japan argued that it fell outside the scope of this provision because it did not engage in any activities, much less substantial activities, in Wisconsin. Moreover, Nissan Japan argued that it was not subject to personal [8]*8jurisdiction based on the activities of Nissan North America because Nissan Japan and Nissan North America are separate and distinct corporations, with their own respective employees, facilities and records. In addition, Nissan Japan maintained that Nissan North America has never been an agent or instrumentality of Nissan Japan.

¶ 7. On April 5, 2004, a hearing was held on Nissan Japan's motion to dismiss for lack of personal jurisdiction. Following the hearing, the circuit court12 denied Nissan Japan's motion without prejudice. The circuit court then ordered a period of jurisdictional discovery, after which time Nissan Japan would be free to renew its motion to dismiss for lack of personal jurisdiction.13

¶ 8. After more than two years of discovery, the circuit court held a jurisdictional hearing. At that hearing, Rasmussen argued that general personal jurisdiction was proper under Wis. Stat. § 801.05(l)(d) for two reasons. First, Rasmussen argued that under the definition of "manufacturer" in Wisconsin's Lemon Law, Wis. Stat. § 218.0171, Nissan North America is the agent of Nissan Japan, and therefore it is proper to impute the activities of Nissan North America to Nissan Japan.14 [9]*9Second, Rasmussen argued that under the alter-ego theory of jurisdiction, Nissan Japan had sufficient control over Nissan North America to warrant exercise of general personal jurisdiction over Nissan Japan.15

¶ 9. Nissan Japan contended that Rasmussen's Lemon Law-agency argument had no merit because Nissan Japan is not a warrantor and Nissan Japan has never been brought into any Lemon Law case "under any theory let alone a theory of agency."16 Moreover, with regard to the alter-ego theory of jurisdiction, [10]*10Nissan Japan argued that the day-to-day functioning of Nissan North America is reserved to Nissan North America, and there is no basis to conclude that the relationship between Nissan Japan and Nissan North America contravenes corporate formalities.

¶ 10. At the conclusion of the hearing, the circuit court made findings of fact on the jurisdictional issues that relate to the conspiracy to price fix that Rasmussen alleged. The findings relevant to this review are:

• "In terms of general jurisdiction under Section 801.05(l)(d), it seems absolutely clear that this section cannot be satisfied directly.

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Bluebook (online)
2011 WI 52, 803 N.W.2d 623, 335 Wis. 2d 1, 2011 Wisc. LEXIS 343, Counsel Stack Legal Research, https://law.counselstack.com/opinion/rasmussen-v-general-motors-corp-wis-2011.