United States District Court, D. Montana, Missoula Division
W. Molloy, District Judge
UD Trucks Corp. f/k/a Nissan Diesel Motor Co, Ltd ("UD
Japan") seeks to dismiss the Second Amended Complaint
(Doc. 71) on the grounds that Plaintiff Montana Trucks
LLC's ("Montana Trucks") claims lack personal
jurisdiction, or, in the alternative, fail to state a claim.
(Doc. 105). That motion is granted. Montana Trucks fails to
show that UD America was the agent or alter ego of UD Japan
and that the exercise of personal jurisdiction over UD Japan
directly is appropriate.
case arises from a contract dispute between Montana Trucks
and UD Trucks North America, Inc., f/k/a Nissan Diesel
America Inc. ("UD America"). (Doc. 118.) In 2003,
UD America and Montana Trucks entered into a dealer agreement
("the Contract") in which UD America agreed to
supply UD3300 model trucks to Montana Trucks. (Id.)
In 2008, an independent brake testing company discovered that
the brakes in two vehicles did not comply with Federal Motor
Vehicle Safety Standard ("FVMSS") 121, but UD
America denied that the brakes were non-compliant.
(Id. at 3.) In 2009, during the pendency of another
lawsuit, UD America terminated the Contract with Montana
Trucks and refused to repurchase the faulty vehicles. (Doc.
106 at 4.) On February 1, 2010, the President of UD America
testified that the compliance certificates that accompanied
the UD3300 trucks were false. (Doc. 81 at 4.) Both parties
maintain that this date is the last possible date that the
claims in the Second Amended Complaint, (Doc. 71), could have
arisen. (Doc 81. at 5.)
Japan manufactures trucks, engines, and vehicle components in
Japan. (Doc 106 at 2.) Its facilities are located in Japan,
with its headquarters in Ageo, Japan. (Id.) It has
no business operations in Montana, is not registered to do
business with the Montana Secretary of State, does not own or
rent any real property in Montana, has no employees working
in Montana, and does not place advertising in media outlets
or have a telephone listing in Montana. (Id. at
time of its business dealings with Montana Trucks, UD America
was the product of a joint venture between UD Japan, Marubeni
America Corporation, and Marubeni Co. Ltd. (Doc 118 at 4.)
Under the joint venture agreement, UD Japan controlled the
board of directors by appointing a majority of its members
and appointed the president of UD America. (Id.) In
June 2008, the joint venture was dissolved and UD Japan
bought out the Marubeni interests. (Id.) Currently,
UD America is a wholly-owned subsidiary of UD Japan.
(Id.) At all times relevant to the Second Amended
Complaint, the relationship of UD America and UD Japan was
governed by a Distributor Agreement, which outlined the
annual number of trucks UD America would distribute. (Doc.
106 at 3.) The Distributor Agreement disclaims any agency
relationship between the companies and represents that UD
America was the non-exclusive distributor of trucks and parts
manufactured by UD Japan. (Id. at 3-4.)
February 15, 2012, Montana Trucks filed an action against UD
America alleging breach of contract, fraud, and punitive
damages. (Doc. 1.) UD America moved for summary judgment.
(Doc. 30.) While that motion was pending, Montana Trucks
filed a Second Amended Complaint, adding a constructive fraud
claim and UD Japan as a defendant. (Doc. 71.) On August 12,
2013, this Court granted UD America's motion for summary
judgment, concluding that the Contract's Limitation of
Remedies clause barred the breach of contract claim, and
Montana's two-year statute of limitations barred the
fraud claim and the punitive damages claims. (Doc. 81 at 23.)
The Court initially reserved judgment on the newly-asserted
constructive fraud claim, (id. at 25-26), but on
October 9, 2013, granted summary judgment on the grounds the
claim was also barred by the Montana statute of limitations,
(Doc. 88 at 5).
Court applied its summary judgment grant to UD Japan as well.
(Doc. 92.) Montana Trucks and UD Japan entered into a
stipulation allowing Montana Trucks to reserve its claims
against UD Japan while allowing UD Japan to reserve the
position that this Court lacks personal jurisdiction. (Doc.
90. at 2.) This Court considered the stipulation and
dismissed the case with prejudice. (Doc. 91.) Montana Trucks
appealed, and on July 28, 2016, the Ninth Circuit
affirmed-in-part, reversed-in-part, and remanded-in-part.
(Doc. 96.) The Ninth Circuit partially agreed with this
Court's conclusion on the contract claim, remanding
"insofar as the plaintiff seeks damages for the loss
resulting in the ordinary course of events from the
seller's breach." (Id. at 2-3.) Citing the
recent Montana Supreme Court decision in Masters Group
International, Inc. v. Comerica Bank, 352 P.3d 1101
(Mont. 2015), the court reversed the fraud claim, finding
that the Contract's choice-of-law provision applied to
tort claims against UD America, which in turn meant that
Texas' four-year statute of limitations for fraud applied
as to UD America. (Id. at 4.) Relevant here, the
court remanded the fraud claim against UD Japan to address
"[UD Japan's] post-Masters Group argument
that since it was not a party to the contract, Montana
Trucks' claims against it are barred by the Montana
statute of limitations." (Id.)
a defendant moves to dismiss a complaint for lack of personal
jurisdiction, the plaintiff bears the burden on demonstrating
that jurisdiction is appropriate." Schwarzenegger v.
Fred Martin Motor Co., 374 F.3d 797, 800 (9th Cir.
2004). "Where, as here, the motion is based on written
materials rather than an evidentiary hearing, the plaintiff
need only make a prima facie showing of jurisdictional
facts." Id. (internal quotation marks omitted.)
"Although the plaintiff cannot simply rest on the bare
allegations in the complaint, uncontroverted allegations in
the complaint must be taken as true unless they are
contradicted by affidavit, in which case factual disputes are
resolved in the plaintiffs favor." Mont.
Silversmiths, Inc. v. Taylor Brands, LLC, 850 F.Supp.2d
1172, 1181 (D. Mont. 2012) (internal quotation marks
courts ordinarily follow state law in determining the bounds
of their jurisdiction over persons." Picot v.
Weston, 780 F.3d 1206, 1211 (9th Cir. 2015) (quoting
Daimler AG v. Bauman, ___ U.S. ___, 134 S.Ct. 746,
753 (2014)). With respect to Montana, the Ninth Circuit has
"recognized that Mont. R. Civ. P. 4(b)(1), which serves
as the state's long-arm statute, permit[s] the exercise
of personal jurisdiction over nonresident defendants to the
maximum extent permitted by federal due process."
King v. Am. Fam. Mut. Ins. Co., 632 F.3d 570, 578-79
(9th Cir. 2011). However, in 2015, the Montana Supreme Court
outlined a two-step test to determine whether the exercise of
specific jurisdiction is proper:
[Courts] first determine whether personal jurisdiction exists
under M.R. Civ. P. 4(b)(1). Personal jurisdiction may exist
under Rule 4(b)(1) in one of two ways: a party may be found
within the state of Montana and subject to general
jurisdiction, or the claim for relief may arise from any of
the acts listed in Rule 4(b)(l)(A-G) and create specific
jurisdiction for the purpose of litigating that particular
claim. If personal jurisdiction exists under the first step
of the test, [a court] then determine[s] whether the exercise
of personal jurisdiction conforms with the traditional
notions of fair play and substantial justice embodied in the
due process clause. If personal jurisdiction does not exist
under the first part of the test, further analysis under the
second part of the test is unnecessary.
Milky Whey, Inc. v. Dairy Partners,
342 P.3d 13, 17
(Mont. 2015) (internal quotations and citations omitted);
see also Techmanski v. Quanta Field Service,LLC, 2015 WL 7005617 (D. Mont. 2015) (applying the
Milky Whey test in federal district court). While
neither party addressed the Milky Whey test, it is
the controlling test in Montana for the exercise of ...