Thompson Trading Ltd. v. Allied Lyons PLC

123 F.R.D. 417, 1989 U.S. Dist. LEXIS 258, 1989 WL 1454
CourtDistrict Court, D. Rhode Island
DecidedJanuary 12, 1989
DocketNo. 88-0333 L
StatusPublished
Cited by26 cases

This text of 123 F.R.D. 417 (Thompson Trading Ltd. v. Allied Lyons PLC) is published on Counsel Stack Legal Research, covering District Court, D. Rhode Island primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Thompson Trading Ltd. v. Allied Lyons PLC, 123 F.R.D. 417, 1989 U.S. Dist. LEXIS 258, 1989 WL 1454 (D.R.I. 1989).

Opinion

OPINION AND ORDER

LAGUEUX, District Judge.

INTRODUCTION

This matter is presently before the Court on the motion of Allied Lyons PLC (“Allied Lyons”) and Hiram Walker-Gooderham & Worts, Ltd. (“Hiram Walker”) to quash service of process and to dismiss. These two foreign corporate defendants seek dismissal on the ground that this Court lacks in personam jurisdiction over them.

In this Opinion the Court will decide two issues. The first involves the threshold question of what materials a district court should consider when ruling on a motion to dismiss on jurisdictional grounds. While a split in the circuits exists, this Court determines that a trial court has broad discretion to decide what extra-pleading material, if any, it should rely on in considering such a motion. The present jurisdictional question is inextricably intertwined with the merits of the dispute, and relevant information is likely in the control of the defendants. Therefore, this Court finds it appropriate to accept the allegations of plaintiff’s complaint as true, and for the time being, to resolve the jurisdictional issue on that basis alone.

The second issue concerns the merits of defendants’ motion to dismiss for lack of in personam jurisdiction. After considering the doctrines of general and specific jurisdiction, this Court finds that plaintiff’s amended complaint states sufficient allega[419]*419tions to demonstrate that Allied Lyons and Hiram Walker may be subject to this Court’s specific in personam jurisdiction. Thus, defendants’ motion must be denied.

Background

As stated in plaintiff’s amended complaint, the facts in this diversity action are as follows.

The instant suit involves several corporations with complicated subsidiary relationships. Therefore, it is appropriate at the outset to give a brief description of the parties presently before the Court. The plaintiff, Thompson Trading Ltd., (“Thompson”) is a Rhode Island corporation in the business of importing foreign goods. On the defendants’ side of the dispute are five corporations consisting of a parent and four subsidiaries. Allied Lyons, a British corporation, apparently directly owns two of the other defendants and apparently indirectly owns the remaining two. Allied Breweries, Ltd., (“Allied Breweries”) a British corporation, apparently is a wholly owned subsidiary of Allied Lyons and apparently produces Double Diamond Pale Ale (“Double Diamond”), Allied Breweries Overseas Trading Ltd. (“ABOT”), a British corporation, apparently is a wholly owned subsidiary of Allied Breweries, and distributes Double Diamond. Hiram Walker, a Canadian corporation, is now a wholly owned subsidiary of Allied Lyons. Finally, Associated Importers, Inc. (“Associated Importers”), a Delaware corporation with its principal place of business in Michigan, is apparently a wholly owned subsidiary of Hiram Walker. The word “apparently” is used above because Thompson has failed to describe the corporate relationship between a number of the defendants. Instead, Thompson left it to this Court to infer the actual affiliations. It should be noted that at oral argument, defendants stated that at least one other intermediate subsidiary is involved in the above-described corporate structure, but this entity is not a party to this action, nor did plaintiff describe it in its amended complaint.

A history of the instant dispute is in order. On November 11, 1985 Thompson and ABOT entered into a distribution agreement concerning Double Diamond. Under this contract, ABOT granted Thompson the exclusive right to import Double Diamond into the United States and to distribute it. In the event Thompson desired to assign its rights under the contract, it would first have to obtain ABOT’s consent. However, ABOT was obligated to consent to assignment so long as it did not consider the transfer to be prejudicial to its interest.

For two years Thompson expended large sums of money in an effort to promote Double Diamond, but its venture fizzled. Though Thompson’s expenditures effervesced, its ale sales went flat. During this difficult period Thompson kept ABOT informed of its troubles. And so, it was with ABOT’s blessing that in August of 1987, Thompson commenced to seek a third party to whom it could assign its importation and distribution rights. In fact, Thompson alleges that from August through November of 1987, ABOT actively encouraged Thompson’s assignment efforts.

On November 4,1987, Thompson reached a tentative agreement to assign its Double Diamond rights to the California importation and distribution company of Simon Levi Company Ltd. (“Simon Levi”). Two weeks later, ABOT representatives met with representatives of Simon Levi to discuss the proposed assignment. Then on November 24, 1987, Thompson and Simon Levi finalized and signed a letter of intent stating that Thompson would assign its rights to Simon Levi in consideration of $275,000. On November 26, 1987, ABOT sent Simon Levi a written outline of negotiated points of agreement from their previous meeting.

Contemporaneously with the Simon Levi negotiations, changes were brewing between Allied Lyons and Hiram Walker that would affect Thompson’s assignment plans. In August, 1987, Allied Lyons owned a fifty-one percent interest in Hiram Walker. During that month, ABOT and Thompson discussed the possibility of assigning the Double Diamond rights to Hiram Walker; however, such discussions shortly ceased without ever achieving the level of formal [420]*420negotiation. Sometime during the late summer or early fall of 1987, Allied Lyons acquired the remaining shares of Hiram Walker and thereby became its sole owner.

On November 26, 1987, the same day that it sent Simon Levi a written outline of negotiated points, ABOT informed Simon Levi that Allied Lyons had acquired complete control of Hiram Walker. Therefore, ABOT asserted that Hiram Walker’s subsidiary, Associated Importers, might be assigned the Double Diamond rights. Nonetheless, on December 9, 1987, ABOT forwarded a draft contract to Simon Levi. The same day, Simon Levi informed Thompson of Allied Lyons’s Hiram Walker acquisition.

During the following weeks, ABOT established and missed several deadlines for issuing a final decision on the proposed Thompson assignment to Simon Levi. Finally, on January 27, 1988, ABOT and Associated Importers representatives met with Thompson officials to discuss the assignment of the Double Diamond distribution rights. ABOT representatives stated that they would not approve an assignment to Simon Levi, but instead wanted Hiram Walker to obtain the rights. In fact, Thompson alleges that ABOT threatened to remove Double Diamond from the United States market if Hiram Walker did not obtain the distribution rights.

On February 12, 1988, Thompson received an offer for the Double Diamond rights from Associated Importers. This proposal was for significantly less money than Simon Levi had offered. Thus, on March 2, Thompson sent a counter-offer to Associated Importers and ABOT. ABOT responded two weeks later by stating that Associated Importers’ offer was not open to negotiation, and that if Thompson refused to accept the proposal, its Double Diamond distribution contract would be terminated. Thompson refused to accept ABOT's ultimatum. Therefore, on April 12, 1988, ABOT notified Thompson that their contract was cancelled.

On June 17, 1988, Thompson filed a six count amended complaint against Allied Lyons, Allied Breweries, ABOT, Hiram Walker, and Associated Importers.

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Bluebook (online)
123 F.R.D. 417, 1989 U.S. Dist. LEXIS 258, 1989 WL 1454, Counsel Stack Legal Research, https://law.counselstack.com/opinion/thompson-trading-ltd-v-allied-lyons-plc-rid-1989.