West Virginia Laborers Pension Trust Fund v. Caspersen

829 N.E.2d 843, 357 Ill. App. 3d 673, 293 Ill. Dec. 918
CourtAppellate Court of Illinois
DecidedMay 11, 2005
Docket1-04-2131
StatusPublished
Cited by11 cases

This text of 829 N.E.2d 843 (West Virginia Laborers Pension Trust Fund v. Caspersen) is published on Counsel Stack Legal Research, covering Appellate Court of Illinois primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
West Virginia Laborers Pension Trust Fund v. Caspersen, 829 N.E.2d 843, 357 Ill. App. 3d 673, 293 Ill. Dec. 918 (Ill. Ct. App. 2005).

Opinion

JUSTICE KARNEZIS

delivered the opinion of the court:

Plaintiff, West Virginia Laborers Pension Trust Fund, appeals from an order of the circuit court granting the motion of defendants, Finn M.W Caspersen, David J. Farris, James H. Gilliam, Jr., Andrew C. Halvorsen, Robert J. Callander, Robert C. Clark, Leonard S. Coleman, Jr., Roland A. Hernandez, J. Robert Hillier, Gerald L. Holm, Thomas H. Kean, Steven Muller, Susan Julia Ross, Robert A. Tucker and Susan M. Watcher, to dismiss this cause of action pursuant to section 2 — 619 of the Code of Civil Procedure (735 ILCS 5/2 — 619 (West 2002)) for lack of personal jurisdiction. We affirm the circuit court’s order.

BACKGROUND

This is a class action suit brought on behalf of the former shareholders of Beneficial Corporation (Beneficial) against the former members of the board of directors of Beneficial to recover millions of dollars in damages suffered by Beneficial shareholders in connection with the merger of Beneficial and Household International, Inc. (Household), in July 1998.

Plaintiff is a West Virginia benefit plan administrator and former Beneficial shareholder. Defendants are former members of Beneficial’s board of directors, none of whom resided in Illinois. Prior to the merger, Beneficial was a Delaware corporation with its principal place of business in Delaware and was engaged in consumer finance and credit-related insurance businesses. Household was a Delaware holding corporation with its principal place of business in Illinois and provided consumer loan products.

In 1998, Beneficial and Household released a joint statement announcing that the boards of both corporations had unanimously approved a merger agreement. The merged corporation would be headquartered in Illinois. Defendants negotiated and finalized a merger of Beneficial and Household and sought approval from Beneficial’s shareholders, some of whom resided in Illinois. Shareholders received a packet of “merger materials” that contained information about the merger, some of which plaintiff alleged in its complaint to be false or fraudulent. Defendants recommended in the materials that Beneficial shareholders should vote in favor of the merger. In connection with the merger, defendants authorized their investment bankers, Goldman Sachs and Merrill Lynch, to determine whether the merger was fair from a financial standpoint to Beneficial shareholders. Defendants neither traveled to Illinois to conduct a “due diligence” investigation of Household, nor did defendants have any oral or written communications with anyone in Illinois in connection with the due diligence investigation. Several directors did travel to Illinois, but for the purpose of attending “social” dinners and to meet with the members of the Household board as well as to help explain the merger to Household’s employees.

Shortly after the merger, it was discovered that Household had misstated its earnings and had engaged in illegal acts such as “predatory lending.” Litigation ensued and the value of Household’s stock plummeted, which resulted in monetary losses for former shareholders of Beneficial who had exchanged their shares of stock in Beneficial for shares in Household. This class action was brought on behalf of those former Beneficial shareholders.

Plaintiff filed its complaint against defendants in the circuit court of Cook County on June 27, 2003. Count I alleged that defendants breached their fiduciary duty of due care and loyalty owed to shareholders by failing to conduct a proper due diligence investigation into the financial condition of Household. Count II alleged that defendants breached their duty of candor and full disclosure by failing to conduct a reasonable due diligence investigation in connection with the merger, which resulted in defendants’ failure to disclose Household’s true financial condition.

Defendants filed a motion to dismiss the complaint for lack of personal jurisdiction pursuant to section 2 — 619. The circuit court granted defendants’ motion and plaintiff now appeals.

ANALYSIS

On appeal, plaintiff contends the circuit court erred in determining that defendants were not subject to personal jurisdiction in Illinois. Plaintiff argues jurisdiction is proper pursuant to both the Illinois long-arm statute (735 ILCS 5/2 — 209 (West 2002)) as well as the “minimum contacts” required by due process.

Plaintiff has the burden of establishing a prima facie basis upon which jurisdiction over the defendants can be exercised. International Business Machines Corp. v. Martin Property & Casualty Insurance Agency, Inc., 281 Ill. App. 3d 854, 857-58 (1996). When the trial court does not hold an evidentiary hearing on defendants’ motion contesting the court’s jurisdiction, our review is de novo. International Business Machines, 281 Ill. App. 3d at 858.

Illinois’ long-arm statute contains specific enumerated acts upon which jurisdiction over a defendant can be properly exercised. Additionally, Illinois extended the scope of the statute pursuant to section 2 — 209(c), to allow jurisdiction “on any other basis now or hereafter permitted by the Illinois Constitution and the Constitution of the United States.” 735 ILCS 5/2 — 209(c) (West 2002). Therefore, in order to establish personal jurisdiction in Illinois over defendants, plaintiff must make a prima facie showing that defendants’ actions satisfied the “minimum contacts” required by the due process analysis. For purposes of clarity, we address plaintiffs contentions in the order in which they are raised in plaintiffs brief, beginning with jurisdiction based on Illinois’ long-arm statute.

Illinois’ Long-Arm Statute

Illinois’ long-arm statute provides in relevant part:

“(a) Any person, whether or not a citizen or resident of this State, who in person or through an agent does any of the acts hereinafter enumerated, thereby submits such person, and, if an individual, his or her personal representative, to the jurisdiction of the courts of this State as to any cause of action arising from the doing of any of such acts:
(2) The commission of a tortious act within this State;
* i'fi *
(7) The making or performance of any contract or promise substantially connected with this State;
❖ ❖ ❖
(11) The breach of any fiduciary duty within this State[.]” 735 ILCS 5/2 — 209 (West 2002).

Section 2 — 209(a)(2)—Tortious Act

Plaintiff contends that defendants committed a tortious act within Illinois when they disseminated the merger materials, which included Household’s false financial data, to Illinois stockholders. Relying on FMC Corp. v. Varonos, 892 F.2d 1308, 1313 (7th Cir.

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Bluebook (online)
829 N.E.2d 843, 357 Ill. App. 3d 673, 293 Ill. Dec. 918, Counsel Stack Legal Research, https://law.counselstack.com/opinion/west-virginia-laborers-pension-trust-fund-v-caspersen-illappct-2005.