Appeal
from the Superior Court No. 3VA-15-00059 CI of the State of
Alaska, Third Judicial District, Valdez, Daniel Schally,
Judge pro tem.
Eric
Auten, Law Office of Eric Auten, Valdez, for Appellant.
Brad
S. Kane, Kane Law Firm, Los Angeles, California, for
Appellees.
Before: Stowers, Chief Justice, Winfree, Maassen, Bolger, and
Carney, Justices.
OPINION
STOWERS, Chief Justice.
I.
INTRODUCTION
A woman
sued two New York corporations in the superior court in
Valdez, alleging violations of her right of publicity and
right of privacy. Her claims related to an allegedly false
account regarding her recovery from cancer; she discovered
the account in a brochure promoting products by BioLife
Energy Systems, Inc., while working for BioLife's
distributor in Colorado. The defendants filed a motion to
dismiss based on lack of personal jurisdiction, claiming that
neither of them has the minimum contacts with Alaska
necessary to satisfy due process. The superior court granted
the motion, reasoning that although BioLife arguably had some
contacts in Alaska, the woman's claims did not relate to
those contacts, and the defendants' contacts were
insufficient to establish all-purpose jurisdiction. The woman
appeals. We affirm.
II.
FACTS AND PROCEEDINGS
Around
May and June 2012, Paulette Harper, who had recently moved
from Alaska to Montrose, Colorado, worked for HoneyCombs
Herbs and Vitamins for approximately four weeks. HoneyCombs
manufactured and distributed herbal and vitamin products on
behalf of other companies, including BioLife. While working
at HoneyCombs, Harper alleged she saw a brochure from BioLife
that included a section entitled "The Herbalist Behind
BioLife: Michael Combs"; Combs is Harper's brother,
and the write-up about him included an allegedly false
account of his organic herb research leading to Harper
recovering from cancer.[1] All parties agreed that the
brochure was available on BioLife's website. Harper moved
back to Alaska in October 2012, and in June 2015 she filed a
lawsuit against BioLife and Linkup Media Group of Companies,
Inc., [2] in the superior court in Valdez,
alleging violations of her right of publicity and right of
privacy and seeking damages for unjust enrichment and
punitive damages.
In
January 2016 defendants moved to dismiss for lack of personal
jurisdiction. They argued that they had "no significant
contacts with Alaska" and that "the closest [they]
ha[d] come to doing business in Alaska" was when BioLife
"sen[t] supplements ordered by a Connecticut resident to
a person in Alaska" in 2012. They also argued that the
fact that the brochure was posted on BioLife's New
York-based website did not subject them to either specific or
general personal jurisdiction in Alaska.
Harper
opposed the motion. She argued that BioLife's website was
highly commercial in nature, allowing customers to purchase
products online, and that the dropdown menu for shipping
included Alaska as an option, along with the other 49 states
"and a long list of nations from Afghanistan to
Zimbabwe." In her accompanying affidavit, she alleged
that HoneyCombs "place[d] at least several dozen
Bio[L]ife orders [on an average day], and some days more than
one hundred," and that "[b]ased on the large
quantity of orders [she] place[d] during just [her] brief
period there, and considering that Bio[L]ife ha[d] been in
business for approximately five years, it seem[ed] highly
plausible that one or more order[s] could have originated in
Alaska." She suggested that jurisdictional discovery was
appropriate. She later filed a supplemental affidavit,
alleging that she saw "several orders from Alaska."
She stated that "[c]onsidering the number of BioLife
packages [she] saw destined for Alaska during [her] short
time working there, [she assumed] that there were many more
before and after [her] time there."
In
their reply the defendants argued that Harper was not
credible because of the inconsistency between the two
affidavits and because Harper's assertions were
contradicted by Crystal Combs, the owner of HoneyCombs, who
stated that Harper "only taped [boxes] . . . and labels
were later applied in the shipping department" and that
according to Honey Combs's records "[t]he only
shipment to Alaska was for an order from a Connecticut
customer for delivery in Alaska." They opposed the
"undeveloped discovery request."
The
superior court issued an order granting the motion to dismiss
the lawsuit without prejudice. The court found that the
website was "clearly commercial in nature" but
seemed to credit the defendants' position that BioLife
shipped only one order to Alaska. The court concluded that it
lacked general personal jurisdiction over the defendants; it
also concluded that it lacked specific personal jurisdiction
because "[a]lthough Bio[L]ife arguably did at one time
purposefully direct its activities to Alaska residents, the
claims at issue in this case do not relate to or arise from
those activities."
Harper
moved for reconsideration and also filed a formal motion for
additional jurisdictional discovery. She argued that
"she [was] and ha[d] been an Alaska resident for all
periods [of] time relevant to her
complaint"[3] and that Alaska was therefore the
place of injury. She also argued that she "made specific
and credible allegations regarding BioLife's contacts
with Alaska" and "clearly provide[d] a good faith
basis to believe that there is discoverable information on
this question." She included a second supplemental
affidavit.
The
defendants opposed the motions, arguing among other things
that the second supplemental affidavit constituted newly
introduced evidence that should not be considered. They
argued that Harper failed to explain how the court allegedly
misconstrued or misapplied the law of personal jurisdiction
and that her affidavits were contradictory.
The
court denied the motions for reconsideration and for
jurisdictional discovery. Harper appeals.
III.
STANDARD OF REVIEW
"We
review questions regarding personal jurisdiction de novo
because '[j]urisdictional issues are questions of law
subject to this court's independent judgment.' We
adopt 'the rule of law that is most persuasive in light
of precedent, reason, and policy' when it comes to
jurisdictional questions."[4]
"When
considering the appeal of a motion to dismiss we 'presume
all factual allegations of the complaint to be true and make
all reasonable inferences in favor of the non-moving
party.' "[5]
"We
will not overturn an order denying a motion for
reconsideration unless there has been an abuse of
discretion."[6] Abuse of discretion will be found
"when the decision on review is manifestly
unreasonable."[7]
IV.
DISCUSSION
A.
The Superior Court Did Not Err In Dismissing The Action For
Lack Of Personal Jurisdiction.
Alaska
courts may exercise jurisdiction over out-of-state defendants
pursuant to Alaska's "long-arm statute," AS
09.05.015.[8] This statute lists several specific
grounds for jurisdiction and includes a broad catch-all
provision.[9] We have explained that the long-arm
statute ultimately "authorizes Alaska's courts
'to assert jurisdiction to the maximum extent permitted
by due process.' "[10]
The Due
Process Clause of the Fourteenth Amendment "limits the
personal jurisdiction of state courts."[11] For a
court to exercise jurisdiction over a nonresident defendant,
"the nonresident generally must have 'certain
minimum contacts... such that the maintenance of the suit
does not offend "traditional notions of fair play and
substantial justice."' "[12] The United States
Supreme Court has recognized two types of personal
jurisdiction: "general" (or
"all-purpose") jurisdiction and
"specific" (or "case- linked")
jurisdiction.[13] The superior court concluded that
Alaska does not have either form of personal jurisdiction
over BioLife or Linkup, and Harper appeals this
determination.
1.
The superior court did not err in concluding that it did not
have general jurisdiction over the defendants.
"A
court with general jurisdiction may hear any claim
against [a] defendant, even if all the incidents underlying
the claim occurred in a different State."[14] Harper
suggests that general jurisdiction may exist "if the
[defendant] company's contact with the forum is
substantial - for example, if a significant number of sales
are made through [its] website in the forum." But this
significantly understates the level of contact required to
establish general jurisdiction.[15]
"A
court may assert general jurisdiction over [out-of-state]
corporations to hear any and all claims against them when
their affiliations with the State are so 'continuous and
systematic' as to render them essentially at home in the
forum State."[16]This is a high standard, as
"only a limited set of affiliations with a forum will
render a defendant amenable to all-purpose jurisdiction
there"[17]:
"For an individual, the paradigm forum for the exercise
of general jurisdiction is the individual's domicile; for
a corporation, it is an equivalent place, one in which the
corporation is fairly regarded as at home." With respect
to a corporation, the place of incorporation and principal
place of business are "paradig[m] . . . bases for
general jurisdiction."[18]
In
Daimler AG v. Bauman, the Supreme Court explicitly
rejected the notion that a corporation is subject to general
jurisdiction "in every State in which [it] 'engages
in a substantial, continuous, and systematic course of
business.' "[19]
In
1987weaddressed general personal jurisdiction in Glover
v. Western Air Lines, Inc.[20] Glover, which
predated the Supreme Court's decision in
Daimler, presented the question whether Alaska
courts had jurisdiction over various Avis car rental
subsidiaries for a cause of action that arose in
Mexico.[21] We noted that Avis's U.S. branch
was "not licensed to do business in Alaska, ha[d] no
business agents or employees in Alaska, own[ed] no property
in Alaska and maintain[ed] no bank accounts in Alaska,"
but that it was, "however, a franchisor of the
'Avis' name, ha[d] licensed that name to several
Alaskan franchisees, maintain[ed] considerable control over
the day-to-day operations of the franchisees, and receive[d]
substantial income from its licensing activities in
Alaska."[22] Considering these facts in light of
then-current Supreme Court case law, we concluded that
"Avis U.S.'[s] contacts with Alaska [were] of a
continuing, systematic, routine and substantial nature"
and that general jurisdiction therefore was
appropriate.[23] After Glover was decided,
the Supreme Court clarified the law of general jurisdiction
in Daimler.[24] In light of the Supreme
Court's more recent discussion, Glover is no
longer good law; had Glover come before us after the
Supreme Court's decision in Daimler, we would
have reached a different result. It is clear from
Daimler that exercising general jurisdiction
requires contacts that are substantially equivalent to
incorporation or maintaining its principal place of business
in the forum state.[25]
In this
case Harper has not alleged facts that would establish a
prima facie case of general jurisdiction. Harper's
superior court filings make the following allegations: both
BioLife and Linkup are New York corporations, and
Linkup's headquarters are in New York City; BioLife's
products are manufactured and distributed by HoneyCombs,
which is based in Colorado; BioLife maintains an online
presence through its website, through which consumers can
place orders for herbal products; previously, the
website's form for submitting shipping information
included a drop-down menu that listed all 50 states,
including Alaska; BioLife has made at least one product
shipment to Alaska, and possibly several more; BioLife
published a brochure containing an allegedly false account
regarding Harper, who claims she was an Alaska resident at
all times relevant to this action, although she was living
and working in Colorado when she discovered the brochure; and
while living in Alaska, Harper received several samples of
BioLife products from her family (not directly from BioLife).
From
these allegations, it is clear that New York would have
general jurisdiction over both BioLife and Linkup, as both
are incorporated there and maintain headquarters there.
BioLife may arguably be subject to general jurisdiction in
Colorado because its products are manufactured there and
distributed from there, which could make Colorado
BioLife's "principal place of
business."[26] But none of these allegations, even
if taken as true and considered in the light most favorable
to Harper, establish contacts with Alaska approaching a level
that would make either company "essentially at
home" in this state.[27] Accordingly, it was
not error for the superior court to rule that it had no
general jurisdiction in this case.
2.
The superior court did not err in concluding that it did not
have specific jurisdiction over BioLife.
A forum
state without general jurisdiction may nonetheless exercise
specific personal jurisdiction over a nonresident defendant
if the defendant has "certain minimum contacts with [the
forum state] such that the maintenance of the suit does not
offend 'traditional notions of fair play and substantial
justice.' "[28] Specific jurisdiction is appropriate
where a suit "aris[es] out of or relate[s] to the
defendant's contacts with the forum."[29] The
Supreme Court has emphasized that "[i]n order for a
court to exercise specific jurisdiction over a claim, there
must be an 'affiliation between the forum and the
underlying controversy, principally, [an] activity or an
occurrence that takes place in the forum State.' When
there is no such connection, specific jurisdiction is lacking
regardless of the extent of a defendant's unconnected
activities in the State."[30] "[E]ven regularly
occurring sales of a product in a State do not justify the
exercise of jurisdiction over a claim unrelated to those
sales."[31]
In this
case Harper makes numerous allegations regarding
BioLife's commercial contacts with Alaska. These
allegations are disputed, but because the case was dismissed
for lack of jurisdiction without an evidentiary hearing, they
must be taken as true.[32] These allegations may well be
sufficient to support specific jurisdiction over a claim such
as breach of contract or product liability brought by an
Alaskan BioLife customer.[33] But Harper brought
claims for right of publicity, right of privacy, and unjust
enrichment. These claims do not arise out of any commercial
...