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Haley Paint Co. v. E.I. Dupont De Nemours & Co.

United States District Court for the District of Maryland

March 31, 2011, Decided

Civil Action No.: RDB-10-0318



On April 12, 2010, Plaintiffs Haley Paint Company and Isaac Industries, Inc. ("Plaintiffs"), filed a Consolidated Amended Complaint and initiated this class action lawsuit against Defendants E.I. Dupont De Nemours and Co. ("Dupont"), Huntsman International LLC ("Huntsman"),  [**3] Kronos Worldwide Inc. ("Kronos"), Millennium Inorganic Chemicals, Inc. ("Millennium"), and The National Titanium Dioxide Company Ltd. d/b/a Cristal ("Cristal") alleging a conspiracy to fix the price of titanium dioxide in the United States in violation of Section 1 of the Sherman Act, 15 U.S.C. § 1.  [*793]  Plaintiffs have filed this action on behalf of themselves and on behalf of a class consisting of all persons and entities who purchased titanium dioxide in the United States directly from one or more Defendants. Presently pending before this Court is Defendant Cristal's Motion to Dismiss Plaintiffs' Consolidated Amended Complaint (ECF No. 86). 1 Cristal has moved to dismiss on the ground that it has not been properly served, and for lack of personal jurisdiction. This Court has reviewed the parties' submissions and held a hearing on March 23, 2011 pursuant to Local Rule 105.6 (D. Md. 2010). For the reasons that follow, Defendant Cristal's Motion to Dismiss (ECF No. 86) is GRANTED.

I. Background

The background facts  [**4] of this case have been fully set forth in this Court's previous Memorandum Opinion entered on March 29, 2011, and will not be reiterated here. See Mem. Op., March 29, 2011, ECF No. 101. Only those facts and allegations relevant to the issues to be discussed in this Opinion—namely, facts relating to service of process and personal jurisdiction over Cristal—will be discussed herein.

Cristal is a foreign corporation domiciled in the Kingdom of Saudi Arabia. Millennium is a Delaware corporation with its principal place of business in Maryland. Millennium manufactures titanium dioxide, and markets and sells titanium dioxide products to its customers. In 2004, the Lyondell Chemical Company purchased Millennium as a going concern. In 2007, Cristal purchased Millennium from Lyondell pursuant to an asset purchase agreement. 2 As a result, Millennium is a subsidiary of Cristal. According to Cristal, Millennium is an indirect subsidiary of Cristal, and is a separate corporate entity with its own articles of incorporation and bylaws. See Hall Decl., ECF No. 86-3. Millennium maintains its own corporate records, bank accounts, payroll, and assets, including its manufacturing plants, separate from  [**5] Cristal. Id. Millennium is responsible for its own debts and expenses, and files its own taxes. Id. Millennium exercises supervisory authority over its own day-to-day operations, and is responsible for the marketing and sale of its titanium dioxide products. Id. Millennium is not authorized to accept service of process on behalf of its parent, Cristal. Id. In sum, Cristal contends that Millennium is not an agent or alter ego of Cristal.

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775 F. Supp. 2d 790 *; 2011 U.S. Dist. LEXIS 34925 **; 2011-1 Trade Cas. (CCH) P77,403

HALEY PAINT COMPANY, et al., Plaintiffs v. E.I. Dupont De Nemours and Co., et al., Defendants

Subsequent History: Motion granted by, in part, Motion denied by, in part, Motion to strike granted by, in part, Motion to strike denied by, in part Haley Paint Co. v. E.I. du Pont de Nemours & Co., 279 F.R.D. 331, 2012 U.S. Dist. LEXIS 13139 (D. Md., 2012)

Prior History: Haley Paint Co. v. E.I. Dupont De Nemours & Co., 804 F. Supp. 2d 419, 2011 U.S. Dist. LEXIS 33349 (D. Md., 2011)


personal jurisdiction, subsidiary, allegations, Plaintiffs', contacts, titanium dioxide, corporate veil, entity, motion to dismiss, piercing, mail, factual allegations, service of process, long-arm, alter ego, discovery, foreign corporation, due process, decisions, grounds, courts, Clayton Act, manufactured, purchasing, marketing, exerts

Civil Procedure, Service of Process, Methods of Service, Foreign Service, Mail, Business & Corporate Law, Shareholder Duties & Liabilities, Piercing the Corporate Veil, General Overview, In Rem & Personal Jurisdiction, In Personam Actions, Preliminary Considerations, Jurisdiction, Evidence, Burdens of Proof, Allocation, Responses, Defenses, Demurrers & Objections, Motions to Dismiss, Preponderance of Evidence, Long Arm Jurisdiction, Constitutional Law, Fundamental Rights, Procedural Due Process, Scope of Protection, Minimum Contacts, Appeals, Standards of Review, Pleadings, Complaints, Requirements for Complaint, Venue, Corporations, Discovery & Disclosure