consider such extraneous documentation in support of Plaintiff's position, the information comes
from the website hosted by American Capital Strategies. As ACAS points out, American Capital
Strategies is an entity entirely distinct from ACAS, Plaintiff has not alleged that American Capital
Strategies is the same entity or even that it has any relationship to ACAS. Given that the website
document is Plaintiff's sole support for the proposition that ACAS has offices in Chicago and that
Plaintiff has not even made such an allegation in its complaint, Plaintiff's argument clearly fails.
Accordingly, Plaintiff has not established that ACAS had “continuous and systematic general
business contacts with the forum.”

Ili. Parent Corporation’s Relationship with Subsidiary

Plaintiff also argues that ACAS’ contacts with Defendant Chromas, its subsidiary, are
sufficient to impute Chromas’ Illinois activities to ACAS thereby providing this Court with personal
jurisdiction over ACAS. ACAS counters that its status as Defendant Chromas’ parent corporation
is not sufficient to permit this Court to exercisé personal jurisdiction over it because ACAS itself
does not have the requisite minimum contact with Illinois.

The Seventh Circuit has firmly held that “personal jurisdiction cannot be premised on
corporate affiliation or stock ownership alone where corporate formalities are substantially observed
and the parent does not exercise an unusually high degree of control over the subsidiary.” Central
States, Southeast & Southwest Areas Pension Fund v, Reimer Express World Corp., 230 F.3d 934,
943 (7" Cir. 2000). In determining whether ACAS exercises “an unusually high degree of control”
over Chromas, the Court assumes some degree of control in the normal parent/subsidiary
relationship. “Parents of wholly owned subsidiaries necessarily control, direct, and supervise the

subsidiaries to some extent, but unless there is a basis for piercing the corporate veil and thus



imposed by the Ulinois Constitution and the federal limitations on personal jurisdiction,” Hyatt
Intern. Corp. v. Coco, 302 F.3d 707, 715 (7TM Cir. 2002) (citation omitted), this Court will address
a single due process inquiry. See Janmark, Inc. v. Reidy, 132 F.3d 1200, 1202 (7" Cir. 1997).

The U.S. Constitution’s limitation on the exercise of personal jurisdiction over non-resident
defendants is through the Due Process Clause of the Fourteenth Amendment. RAR, 107 F.3d at
1277. In order for a court to exercise personal jurisdiction over a non-resident defendant, due
process requires that the defendant have “certain minimum contacts with [the state] such that the
maintenance of the suit does not offend ‘traditional notions of fair play and substantial justice” Jd.
(quoting International Shoe Co. v. Washington, 326 U.S. 310, 316 (1945)). A court can acquire
personal jurisdiction over a defendant through either general or specific jurisdiction.
I. Continuous and Systematic Contacts

A defendant is subject to general jurisdiction in Illinois only when it is either domiciled in
Illinois, see Euromarket Designs, Inc. v. Crate & Barrel Ltd., 96 F.Supp.2d 824, 833 (N.D. Ill.
2000), or “where the defendant has continuous_and systematic general business contacts with the
forum.” RAR, Inc., 107 F.3d at 1277 (citation and internal quotations omitted). Plaintiff contends
that the Court has personal jurisdiction over ACAS because ACAS has offices in Chicago, Illinois.
According to Plaintiff, the Court therefore has general jurisdiction because the Illinois offices
amount to “continuous and systematic general business contacts with the forum.” (R. 15-1,
Plaintiff's Mem. at 2). Plaintiff's complaint, however, fails to allege that ACAS has offices in
Chicago or that it had continuous and systematic. contacts with Chicago. Instead, Plaintiff supports
its argument with a print out purportedly from ACAS’ website that is attached to Plaintiffs response.

(R. 15-1, Ex.1). The website document is not supported by an affidavit. Assuming the Court would



attributing the subsidiaries’ torts to the parent, the parent is not liable for those torts.” JDS Life Ins.
Co. v. SunAmerica Life Ins. Co., 136 F.3d 537, 540 (7" Cir. 1998) (citations and quotations
omitted).'

Nowhere in Plaintiff's complaint does it allege that ACAS had an unusually high degree of
control over its subsidiary Chromas. Further, Plaintiffnever alleges that ACAS controlled, directed
or supervised its subsidiary that allegedly performed the acts at issue in this case. Instead, Plaintiff
again relies on the website document referenced above as well as two additional exhibits attached
to its response memorandum. (R.15-1, Exs. 2 & 3). For the same reasons that the website document
fails to provide support for Plaintiff’s position, the additional exhibits also fail. These additional
exhibits, which again are not supported by any affidavit and are not clearly identified, appear to be
press releases from American Capital Strategies. This information from another entity is not helpful
and does not support Plaintiff's position. It obviously does not establish ACAS’ “unusually high
degree of control” over Chromas. In fact, it does not establish anything relevant to this case.
Accordingly, Plaintiff's argument fails. Plaintiff has not met its burden of demonstrating the

existence of personal jurisdiction over ACAS.

' Rather than address the clearly articulated standard in these Seventh Circuit opinions,
Plaintiff relies on a district court case, Liberty Mutual Fire Insurance Co. v. Reimer Express
Enterprises., Ltd., 82 F. Supp.2d 887 (N.D. Ill. 2000). Liberty Mutual, however, is not instructive
in this case in light of the Seventh Circuit’s holdings.

5


United States District Court, Northern District of Illinois

a ign Sitting Judge if Other
or Magistrate Judge Amy J, St. Bve ‘than Assigned Judge
CASE NUMBER 02 C 5325 DATE 1/15/2003
CASE Team Impressions, Inc. vs. Chromas Technologies Canada, Inc.
TITLE

[In the following box (a) indicate the party filing the motion, ¢.g., plaintiff, defendant, 3rd party plaintiff, and (b) state briefly the nature
of the motion being presented.}

MOTION: :

DOCKET ENTRY: ee

(ld) oO Filed motion of [ use listing in “Motion” box above.]

(2) 0 Brief in support of motion due

(3) oO Answer brief to motion due___. Reply to answer briefdue__

(4) Oo Ruling/Hearingon______—ssetfor__—_ at.

(5) im] Status hearing[held/continued to] [set for/re-set for] on setfor_ ss at__

(6) oOo Pretrial conference[held/continued to] [set for/re-set for]on___ssetfor__—at__

(7) Oo Trial[set for/re-set for] on at

(8) Oo [Bench/Jury trial] [Hearing] held/continued to,  at__

(9) o This case is dismissed [with/without] prejudice and without costs[by/agreement/pursuant to}
OOFRCP4(m) OlLocal Rule 41.1. CFRCP41(a)(1) OO FRCP41(a)(2).

ao) xf {Other docket entry] Enter Memorandum Opinion and Order. Defendant ACAS Acquisitions

(Chromas), Inc.'s motion to dismiss the case for
without prejudice, as to Defendant ACAS Acqu

of personal jurisdiction is granted and the case is dismissed
ns Plaintiff has 45 days, to and including 3/3/03, to file an
amended complaint. If Plaintiff wants to conduct limited discovery on the issue of personal jurisdiction, Plaintiff must
file a motion with the Court by 1/27/03, and provi e Court with some basis for such discovery regarding ACAS.
Defendant ACAS' motion to dismiss for failure to state a claim is denied without prejudice as moot.

(il) wf [For further detail see order attached to the original minute order.]

No notices required, advised in open court.
No notices required. 2
sunloefof notices

Notices mailed by judge’s staff. ¢ >
JAN 1 6 2003

Notified counsel by telephone. date docketed

Y_ | Docketing to mail notices.

ov | Mail AO 450 form.

docketing wil)

Copy to judge/magistrate judge.

courtroom
THe! deputy’s
initials

7] “

‘ =n ofc



CONCLUSION

Plaintiff has not established that this Court has personal jurisdiction over Defendant ACAS.

Accordingly, ACAS’ motion to dismiss for lack of personal jurisdiction is granted.

DATED: January 15, 2003 ENTERED:

Chal Ap €

AMY J. ST. E
United States District Judge



IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION
TEAM IMPRESSIONS, INC. )
Plaintiff, ‘
v. ‘ No. 02 C 5325 DOCKETED
CHROMAS TECHNOLOGIES CANADA, INC, } JAN 1 6 2003
and ACAS ACQUISITIONS (CHROMAS), INC., _)
Defendants. }

MEMORANDUM OPINION AND ORDER

AMY J. ST. EVE, Judge:

Defendant ACAS Acquisitions (Chromas), Inc. (“ACAS”) has moved to dismiss this case
dismiss the case pursuant to Federal Rule of Civil Procedure 12(b)(6) for failure to state a claim.
For the reasons set forth below, Defendant ACAS? motion to dismiss for lack of personal
jurisdiction is granted and its motion to dismiss.for failure to state a claim is denied without
prejudice as moot.

BACKGROUND

Team Impressions, Inc. (“Team”) is an Illinois corporation that is engaged in the business
of printing and producing labels and stickers for various applications. Defendant ACAS
Acquisitions (Chromas), Inc. (“ACAS”) is a Delaware corporation with offices in St. Bruno, Quebec,
Canada, Bethesda, Maryland, and Fort Lauderdale, Florida. Plaintiff alleges on information and

belief that defendant Chromas Technologies Canada, Inc. (““Chromas”) was sold to ACAS in 2000.

singed.


Plaintiff alleges that ACAS, through Chromas, is in the business of manufacturing, selling, installing
and servicing printing presses.

Team has sued ACAS and Chromas for_breach of contract, unjust enrichment, consumer
fraud and breach of express and implied warranties. Team alleges that it entered a contract with
Chromas (formerly known as Aquaflex Systems, Inc.) to purchase certain press system equipment
which never performed as represented. Team essentially seeks to recover against ACAS for the
actions of its subsidiary, Chromas.

ANALYSIS

ACAS argues that the Court does not have personal jurisdiction over it. Plaintiff counters
that the Court has jurisdiction over ACAS because it has offices in Chicago, Illinois and because
ACAS has control over its subsidiary Chromas which has the requisite minimum contacts with this
forum.

I. Personal Jurisdiction Legal Standard.

When a defendant files a motion to dismiss a case for lack of personal jurisdiction, the
plaintiffbears the burden of demonstrating the existence of personal jurisdiction over the defendants.
RAR, Inc. v. Turner Diesel, Ltd., 107 F.3d 1272, 1276 (7" Cir. 1997). In assessing such a motion,
the allegations in the Complaint are to be taken as true unless controverted by the defendants’
affidavits. Moreover, any conflicts in the affidavits are to be resolved in the Plaintiff's favor.
Turnock v. Cope, 816 F.2d 332, 333 (7" Cir. 1987).

This Court cannot exercise jurisdiction over a defendant if it is improper under either the
United States or Illinois Constitution. Brandon Apparel Group, Inc. v. Quitman Mfg. Co. Inc., 42

F.Supp.2d 821 (N.D. Ill. 1999). Because “there is no operative difference between the limits