appellant brings us withdrawal liability action under the employer employee retirement income security act against corporate fine arts and john mchugh limited to irish corporations based on their control group liability by brief way of background kansas corporation printing company called greystone graphics was established as a result of a merger of two other entities in one thousand nine hundred and eight the time of that merger corage fine arts john mchugh ltd had a fifty percent stake in greystone graphics in two thousand two corage fine arts acquired a one hundred percent stake in greystone graphics two of the three greystone board members eugene reynolds and kevin walsh  also owners and directors of coleridge fine arts and nicky limited in two thousand and eleven greystone graphic cease doing business a judgment was entered in favor of the plan to fund of the n p a established that would draw liability must be paid to a drawing employer from a defined benefit pension fund or is it a plot defines an employer as not only entity contributing to the pension plan but all trades  with the united states in order to establish specific personal jurisdiction specific jurisdiction over foreign defendant should be exercised if the defendant purposefully a directed its activities at the form and if litigation results from the allege injuries that arise out of or relate day to day activities and involvement in day to day activities which sort of feels more like a liability question rather than personal jurisdiction you're not going to get me it's that in two fold st it is the parents position that in order to show establish pacific personal jurisdiction and establish minimal contacts day to day control and operation is not required is not the legal standard here thank you to every other day our agent is now retired this is an argument before and you are not arguing correct in we are not required to pierce the corporate veil to establish an alter ego although such things that would do that might be instructive in the case however especially in the case where discussing control group liability day to day operations are not necessary what is necessary is that we establish sufficient minimum contacts in this case comes to you on a motion to dismiss so it is our burden to establish a proficient case of sufficient minimum contacts and that the claim arises added that's right and that the claim arose out so if we take that into parts if we start what are sufficient minimum contacts jurisdictional discovery uncovered many contacts freestone graphics general manager and chief financial officer james lloyd testify that he met with  eugene reynolds and kevin walsh eugene reynolds multiple times per year in kansas at greystone facilities and catalyst that there's nothing surprising about that given the dual role interlocking officers and directors sure we do have in a locking offices and directors mr walsh specifically testified that when he traveled to kansas to visit with graystone he did so on behalf of corage before they went on and fact a significant number of years before they went under correct mr lloyd also testified to myriad telephone conversations they had regularly with mr reynolds and mr walsh mr reynolds  graphics stated that graystone graphics did not in fact pay for the travel of either walsh or lloyd eugene reynolds also represented the interest of coleridge fine fine arts in collective bargaining negotiations in two thousand and seven when he met with representatives of the union and the workers as a representative of corporate fine arts mr lloyd again provided testimony that on three to four occasions coleridge utilized greystone graphics to acquire supplies in the united states and send them to fine arts and what's your point my point is this is that's not it will not alone we're looking at a cumulative matter here we have we have a number of things and is there another three or four times when coler utilizing this domestic entity they're not there's no evidence that they're paying a fee for this service or that it's an arm's length transaction they're using the domestic entity force their one hundred percent owner to acquire supplies and get them to them in ireland there's also a testimony by both mr lloyd and mr randall that in two thousand and two corage fine arts provided a two hundred and fifty thousand dollars loan to greystone graphics mr lloyd testified that he made the request on behalf of greystone graphics to don't grab his could continue operating as mr reynolds testified that this was a cash requirement in kansas city and he was in here prove the loan now we say loan there is no evidence of a loan document there is no evidence from two thousand  two thousand and eleven given that this is you know nine years you would think under a loon a single payment would have been made under such a loan no payment not a dollar when he was ever mistreated as an infusion of capital does that establish minimum contact is nine years later one fact that establishes a minimum contract because if we are to believe that these are two if if the argument goes that these are two separate corporate entities acting within themselves a separate entities then we should look for hallmarks of an arm's length transaction when they're engaged in business conduct such as together isn't there not the situation a parent subsidies or subsidiary type of relationship here and wouldn't you see that kind of give and take an interplay just in that general relationship i think the point is that that coleridge fine arts is so intertwined with the operation of greystone graphics and that if we look at all these contacts from the visits to the form state on multiple occasions by multiple individuals there volman collective bargaining to go she asians they're providing a loan that went unpaid that over the course of time they have consistently  made contacts with the foreign state not just contacts in the state of kansas book and context with relation to the business operations of greystone graphics and if we take a step back and say what we have to board  establish that over a period of years throughout the course of the business they've consistently been in contact with the form state regarding not just you know attenuated circumstances but the actual business of greystone the over a period of time we have sufficient contacts to show that they were engaged in the form state and that they were engaged in the business and we're at a at the state we are at we're bound to establish that moreover the underlying litigation here with regard to withdraw liability directly arises from the operation of the business on that how does it threaten so you've got somebody coming over who is in the interlocking director with the parent company in the subsidiary how does that relate to withdraw live which are all i ability is a result if focused on personal jurisdiction we have multiple points of conduct throughout the course of years of the foreign corporation reaching in to the to the form state of kansas in operating operating business and maintaining control that business and its officers directors and owners coming in as representatives of the owner when so you have to show contacts that are casale connected to the specific trigger for the withdrawal liability with the specific trigger of the withdrawal liability is the operation of the business and the suspicion of her is the operation of the business for its entire existence so long as there pension fund obligations even if it is because obligations were met concurrently all along what would draw of everything that happened in the st ten years of operation when on and sion obligations were met in your view those contacts are relevant to whether its pacifically arises yes because withdrawal liability does not arise until the business withdraws and centrally the business ceases to exist which all liability is really theoretical  until the point which role it only ripens at the point let's rock about how these directors reynolds probably specifically how he would have any connection to withdraw liability and i think there was some alleged meeting with  n auditor are some financial personnel yes and so i want to highlight that again would draw liability doesn't ripen into the point of a draw so i think the connection is with the underlying business in the obligations of the pension fund mr re had knowledge of pension fund applications he actually signed a collective bargaining agreement with greystones predecessor bowler who ended up becoming greystone graphics he engaged in collective bargaining with her she asians on behalf of corporate fine arts in two thousand seven and that is when the discussion with drug law ability st arose and that was because greystone graphics was proposing to convert their pension fund into a four a one k plan which they knew would lead to throughout the course of time and further it is not a defense to stand up before court and say well i can't be held to pay which are all liability because i wasn't aware of the statutory framework i didn't know what draw thing ignorance of the laws not a defense here they were very well aware of the pension fund obligations and would draw liability is a necessary or result of they were all from the pension funds but reynolds was an officer greystone at that time right he was an officer both greystone and fine arts and what so how do we know i mean he had and he had a role in those negotiations on behalf of gray stone right  represented he spoke to the bargaining committee for the union on behalf of the owner or to finance isn't he the one he greed that he would go to a meeting cry on behalf of the owners but there's no evidence the meeting ever took place right the moved about withdrawal liability and had discussions with him consulted him throughout the course of collective bargaining and again i would just say i don't believe the police have argued that they were unaware of the pension fund obligations that they were unaware of all liability and simply because there is such a general you know you know what they're for when something happens later it's basically strict liability i think i have to have a little closer tie than that and that's why i was trying to focus you that reynolds was involved in some type of investigation what would happen if you know that is more or more involved in really knowing that this trigger and and the trigger really happens and the trigger happens in two thousand and eleven when the greystone ceases doing business and go and withdraws ok and again it is covered fine arts  benefited from the work force benefited from greystone graphics and their operation in kansas and in the united states and a necessary legal result of that is that they also have to be a should be obligated to have the consequences of that interaction with the form stero she's your time would you add two minutes thirty briefing and with the this case on remount the district court for the nd time got this case right when it said that jurisdiction didn't exist for a lot of the same reasons judge mchugh you pointed out in your questioning  is there's no willink between the contacts that that plaintiffs point out that coleridge may or may not have had with united states and the actual withdrawal which is the d of edges that is the link that is missing and that is the link that is required for jurisdiction to apply what would we have to see in this record to say that there was a link and this is in it think you just go and i think this is why the previous panel when they allowed discovery on day to day operations is that is what's going to have to rise to the level to show that at least near the end of greystones existence that coleridge was involved in the day to day operations to make the decision that he was going to shut down and then withdraw from from the front so you have to pierce the corporate veil in order to get to say there's personal jurisdiction in this case i do believe so judge ordered be able to show that at least that is directing the operations of it because again the withdrawal liability again the advent is in two thousand and eleven as soon as it ceased to exist that is when we're draw liability occurred all the help it doesn't it a mean if we're looking at cars nation basic that the that this claim arose out of the conned act one of the big issues is whether we're looking at proximate cause or but for cause and if we're looking at but for cause i think you're opposing counsel has a good argument here as i mean i don't think so because the whole idea as pointed out earlier in this is that the only causation they have is that eugene reynolds who was a board member and an officer of gray stone acted and did things on behalf of gray stone in the mid two thousand so when they talk about the auditor for the for the withdrawal liability and talking about that that was in context of the union negotiation of trying to make a decision of whether to go in withdraw from the fund to go into for a one k and what was in two thousand and six that was in two thousand and six correct or honor and then that union negotiation wrapped up and was signed in two thousand and eight by jim lloyd so the whole context of talking withdrawal liability at that point was not what would happen if we had withdrawn liability because we went bankrupt it was to hole to go and try to restructure the union negotiation at the time and the collective bargaining agreement to figure how it would affect the collective bargaining agreement which it never happened they didn't withdraw they didn't go through the forty one k and therefore they went in and signed that agreement in two thousand and eight and that agreement was and was signed not by eugene reynolds but by jim lloyd who was the man who is the guy who is taking care of the day to day operations at greystone after two thousand and eight the fund has provided no evidence as presented no evidence whatsoever that eugene reynolds was involved in any type of operations or any type of discussions that would have led to st the decision to shut down greystone or lead to the bankruptcy in the decision of that and in fact when it came down to the bankruptcy and the shutdown of greystone ridge wasn't even involved because they didn't they didn't purchase any of the equipment none of the equipment that when greystone went bankrupt none of it was transferred over  to ireland well they knew about it they knew all of this was happening i mean you had reynolds on the board sure i understand judge but again he was acting on his behalf as an officer of greystone there's no evidence here whatsoever that when he was acting as an officer he was acting outside the court of the case law is very clear that officers same individual can be an officer in multiple organizations and wear different hats where i've been meaning he you say didn't get the  manner but the documents didn't mr reynolds take custody of all the documents that when greystone went bankrupt the documents were placed in according to the testimony that was provided were put through  those but is not just a part of the but but the documents the decision of where to put them in where to store them was ultimately made by jim lloyd because he was the one to decision to find the caves of where they were going to be at the caves is what i call the place where they keep so the question again back on here is really what why the union is focused so much on this withdrawal liability in this automatic of liability on a parent in this over own this company they therefore should automatically liable you're liable for no matter what happens with this company well it's not like they had no involvement i mean sure you know one of their arguments is you had to infuse two hundred and fifty thousand dollars in capital to keep this thing afloat and it was under capitalized and so you're in part responsible for the fact that we got stuck holding the bag when you went under sir well let me discuss little bit st of all as the documents in the evidence show that loan was given in two million two thousand and two at the time that it was given coleridge was only a fifty percent owner was not one hundred percent owner who didn't become one hundred percent owner until two thousand and two that's down the printing company i mean if you look at what happened even with the with the economy and what we've moved from a paper world to a paperless world from two thousand and eight when when coleridge through volleyer bought its st a few percent of greystone till two thousand and eleven what shut down a lot of things happened i mean i can speak it's two thousand to one thousand nine hundred and seventy when i applied to colleges all my applications are paper to two thousand and one half of them were paper half of them were were online one of them being  which i went to and you have to be one of the only ones on lines and now you go to two thousand and eleven everybody's doing everything online and that's what happened no one could have predicted when they went in gauged even in two thousand when they when they when they lent two hundred and fifty thousand dollars no one could have expected that we'd have a huge recession in two thousand and eight and that would become a paperless world so that the printing business would have gone down well what i mean what about the meeting that was supposed to be held to discuss the withdrawal obligation ok the meeting well i don't think that meaning that that letter you talking about between mr reynolds and the union the that does not say that letter never says that they're supposed to be talking about the withdrawal obligations all it says is that we will have a meeting that you can express your concerns to the owner and then it also says it's informal it's off the record and as mr reynolds also testified that meeting never even occurred well he says he doesn't recall he doesn't say he didn't well at least for these purposes even looking at the facts most favorable to the plane that there's no evidence whatsoever that it did occur if there's just a letter saying that ok we'd be open to listening well that letter something is not there were planning a meeting and come on down and then the big guys are going to be here in common tell him what you think sure understand judge but as this as this court on the last time we were here has pointed out that that one letter alone is not going to establish sufficient contacts and on top of that is going to be is can it be linked to the withdraw that occurred fifty six years later because that meeting if you look at the time that that that was occurring was about the actually union negotiations the negotiations that we had a signed agreement on in two thousand and eight that was signed by so the real purpose again on here is is in this is why i think this court last time talked about the day to day operations and why it was so important in order to actually have jurisdiction because in order for gerson action in this particular case to be shown as you have to show that coleridge operated or instructed greystone on a day to day basis that's why i think this no we had to show minimum contacts minimum context when this case i think that minimum contact has to be da rumors in those cases the parent company had had somewhat parental involvement they would go they win in gold far for example they went  help negotiate a loan for for the subsidiary here we gave the loan but that funding alone doesn't pierce the corporate veil doesn't mean that we are now suddenly taken control over that has a very senior corporate males is a liability  we're trying to talk about jurisdiction minimum contacts and an armory just conflating all of this and hasn't in our prior pinioned we conflated i don't think so i don't think so because i think last time we talked about it when we were here last time we really talked about minimum contacts what we're talking about specifically here last the issue that was only brought up was this corporate governance this whole idea that ok your par corporation and you have a subsidiary and you have a subsidiary running here so therefore all of a sudden that's enough minimum let's talk and if you want to talk about piercing the corporate veil mr lloyd testified that the full greystone board of directors never met and never kept corporate minutes that kind of screams out failure to follow corporate formalities here's the corporate veil to me well i don't think so judge because just because that particular that particular organization may not have kept minutes doesn't mean that it was a kept full and separate apart from coal ridge special and lizard only one of the red flags that we look at when we're trying to decide term and if a subsidiary is really a separate company being operated by us as a separate company or whether there really is not total separation between the parent and subsidiary bill but if you look at the day to day operations of what was happening it's jim lloyd who was the person here in chance not here but in kansas city it was writing the checks was making the personnel decision i was actually running the business was going in approving expenses was making sure most advice from a parent which he's allowed to and the other point is that he even said himself and i leave that mr reynolds has to fire that jim lloyd who had the power to make all decisions by himself and he's the one that made decisions that is what the deposition testimony set so if he's the one making the decisions and he's the one who's the final final go to then there's no way that this is the minimum contacts that has been pointed out by defend has been pointed out by plaintiff i'm sorry and as and has been fully analyzed by the district court here lead to the actual damage of the withdrawal liability all you have is a parent in a subsidiary that's all you have and that's not enough to create jurisdiction under this case and what i'd like to point out is is that to the rd factor after what he does even if you find that that there are sufficient contacts and that they were linked you've got to look at whether there is an injustice or a burden on the plane on the defendant in order to go and bring a lawsuit here and the interesting thing about this case is that even if they were to go in and even if liability was clear cut as they said they still have to go and take that judgment and still go to ireland to enforce it which begs the question why didn't they go take this judgment originally the greystone  and bring it over to ireland to go in and force it because they have to go there anyway this is not the end of the road again you're confusing liability with personal jurisdiction whether they have to take the judgment to ireland to enforce it it depends on whether they have personal jurisdiction over these people here understand but i think the judge it goes into the the after analysis even if you find the sufficient contacts and and that they were linked to the the the alleged injury in here that you've got to look at those sections are what witnesses are where they're located what litigation cause which we don't we don't concede to liability obviously on the other portion but it again i think the point is here is that the st two steps is not only the questions not only sufficient contacts but whether those sufficient contact are linked to are related to the actual injury which in this case is when gray stone shut down in two thousand and eleven and then therefore withdrew and there's no evidence at least up to today that there was no evidence that between twenty million seventy two thousand and eleven that that coleridge mr reynolds anyone did anything that cause the bankruptcy or the shutdown of greystone which then the liability and because there's not that joint that link that link between that time jurisdiction cannot be established under specific jurisdiction if you don't have any other