UNITED STATES DISTRICT COURT

EASTERN DISTRICT OF MICHIGAN

SOUTHERN DIVISION

In re: Refrigerant Compressors Master Docket No. 09-MD-2042

Antitrust Litigation

Individual Case No. 13-12638

Honorable Sean F. Cox

United States District Court

___________________________/

ORDER

GRANTING REQUESTS FOR JURISDICTIONAL DISCOVERY AND 

DENYING DEFENDANT DANFOSS A/S’S MOTION TO DISMISS 

WITHOUT PREJUDICE

Plaintiff General Electric Company (“GE”) filed its Complaint on February 15, 2013, in

the United States District Court for the Western District of Kentucky, Louisville Division. The

action was later transferred to this Court by an Order of the United States Judicial Panel on

Multidistrict Litigation, which transferred the action to this Court for inclusion in the

coordinated or consolidated pretrial proceedings in this MDL proceeding.

GE’s Complaint includes claims asserted against the “Danfoss Defendants,” which are

Danfoss A/S, Danfoss Flensburg GMBH, and Danfoss, LLC. GE’s Complaint asserts three

causes of action: 1) “Violation of Section 1 of the Sherman Act, 15 U.S.C. § 1,” its First Cause

of Action; 2) “Fraud,” its Second Cause of Action; and 3) “Conspiracy,” its Third Cause of

Action.

Currently pending before the Court is a “Motion By Defendant Danfoss A/S To Dismiss

The Complaint” (Docket Entry No. 469 in 09-2042 / Docket Entry No. 63 in 13-12638) that

challenges this Court’s exercise of personal jurisdiction over Danfoss A/S. The parties have

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fully briefed this motion and the Court finds that oral argument would not aid the decisional

process. See Local Rule 7.1(f)(2), U.S. District Court, Eastern District of Michigan. The Court

therefore orders that the motion will be decided upon the briefs. 

“The plaintiff bears the burden of establishing that [personal] jurisdiction exists.”

Theunissen v. Matthews, 935 F.2d 1454, 1458 (6th Cir.1991). 

Courts have three procedural alternatives when faced with a motion to dismiss based on

personal jurisdiction, brought pursuant to Fed. R. Civ. P. 12(b)(2): 1) determine the motion

based on the affidavits alone; 2) permit discovery, which would aid in resolution of the motion;

or 3) conduct an evidentiary hearing on the merits of the motion. Theunissen, 935 F.2d. at 1458;

Intera Corp. v. Henderson, 428 F.3d 605, 614 n.7 (2005) (citing Serras v. First Tennessee Bank

Nat. Ass’n, 875 F.2d 1212, 1214 (6th Cir. 1989)). The district court “has discretion to select

which method it will follow, and will only be reversed for abuse of that discretion.” Theunissen,

935 F.2d at 1458.

In its motion, Danfoss A/S asks the Court to rule in its favor based upon the affidavits

alone or, alternatively, order jurisdictional discovery.

Likewise, in opposing the motion GE asks the Court to rule, based on the affidavits

alone, that it has made out a prima facie showing of personal jurisdiction over Danfoss A/S or,

alternatively, allow it to conduct “jurisdictional discovery regarding Danfoss A/S’s contacts with

the United States (including its sales to the United States during the relevant period) and its

control over Danfoss US and Danfoss Flensburg.” (Docket Entry No. 475 at 25).

“To comply with due process, a court’s exercise of its power over [a foreign] defendant

must not offend traditional notions of fair play and substantial justice.” Indah v. U.S. Sec. &

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Exchange Comm'n, 661 F.3d 914, 920 (6th Cir. 2011) (quoting Int'l Shoe Co. v. Washington, 326

U.S. 310, 316, 66 S.Ct. 154, 90 L.Ed. 95 (1945)) (internal quotation marks omitted). The Sixth

Circuit has explained that:

[f]or Sherman Act claims, 15 U.S.C. § 22 authorizes service of process over an

antitrust defendant “wherever it may be found.” When Congress has enacted such

nationwide service of process statutes, personal jurisdiction exists whenever the

defendant has “sufficient minimum contacts with the United States ” to satisfy the

due process requirements under the Fifth Amendment. Med. Mut. of Ohio v.

deSoto, 245 F.3d 561, 566–67 (6th Cir.2001) (emphasis added); cf. Chrysler

Corp. v. Fedders Corp., 643 F.2d 1229, 1237–39 (6th Cir.1981) (indicating

without expressly deciding that 15 U.S.C. § 22 permits nationwide process). This

inquiry parallels the more traditional personal-jurisdiction analysis under which a

defendant must have “ ‘minimum contacts’ ” with the forum state pursuant to the

state’s long-arm statute. See Med. Mut. of Ohio, 245 F.3d at 566–67.

Carrier Corp. v. Outokumpu Oyj, 673 F.3d 430, 449-50 (6th Cir. 2012). 

In opposing Defendant Danfoss A/S’s motion, GE asserts that both general jurisdiction

and specific jurisdiction exist over Danfoss A/S based upon the alter-ego theory of personal

jurisdiction.

The Sixth “Circuit has adopted the alter-ego theory of personal jurisdiction, which

‘provides that a non-resident parent corporation is amenable to suit in the forum state if the

parent company exerts so much control over the subsidiary that the two do not exist as separate

entities but are one and the same for purposes of jurisdiction.’” Carrier Corp. v. Outokumpu Oyj,

673 F.3d at 450-51 (quoting Estate of Thompson v. Toyota Motor Corp. Worldwide, 545 F.3d

357, 362 (6th Cir. 2008)). The case law reflects that this is a fact-intensive inquiry. The Sixth

Circuit has considered the following relevant factors to determine whether the alter ego theory of

personal jurisdiction applies:

(1) sharing the same employees and corporate officers; (2) engaging in the same

business enterprise; (3) having the same address and phone lines; (4) using the

same assets; (5) completing the same jobs; (6) not maintaining separate books, tax

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returns and financial statements; and (7) exerting control over the daily affairs of

another corporation.

Estate of Thompson, 545 F.3d at 362-63; see also In re Automotive Parts Antitrust Litig., 2013

WL 2456610 (E.D. Mich. 2013).

Having reviewed the parties’ briefs, GE’s Complaint, and the affidavits/declarations

submitted, the Court concludes that the best course of action is for the parties to engage in

limited discovery on the issue of whether this Court has personal jurisdiction over Danfoss A/S. 

Upon completion of that limited discovery, Danfoss A/S may renew its Motion to Dismiss if it

chooses to do so.

Accordingly, the Court hereby ORDERS that the parties’ requests for limited personal

jurisdiction discovery are GRANTED. Counsel for the parties are to meet, in person, to confer

as to the discovery necessary and to submit a joint proposed scheduling order to the Court no

later than October 17, 2014, as to the scope and timing of agreed upon jurisdictional discovery. 

The Court shall hold a Status Conference with the parties on October 27, 2014., at 3:00 p.m. 

IT IS FURTHER ORDERED that Defendant Danfoss A/S’s Motion to Dismiss is

DENIED WITHOUT PREJUDICE.

IT IS SO ORDERED.

S/Sean F. Cox 

Sean F. Cox

United States District Judge

Dated: September 18, 2014

I hereby certify that a copy of the foregoing document was served upon counsel of record on 

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September 18, 2014, by electronic and/or ordinary mail.

S/Jennifer McCoy 

Case Manager

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