CHIEF JUSTICE RICE delivered the Opinion of the Court.
¶1 This case raises the following question: When may a nonresident parent company be haled into a Colorado court based on the activities of its resident subsidiary? We hold that, to exercise personal jurisdiction over a nonresident parent company, a trial court shall perform the following analysis: First, the trial court shall determine whether it may pierce the corporate veil and impute the resident subsidiary's contacts to the non-resident parent company. If the resident subsidiary's contacts may be imputed to the nonresident parent company, the court shall analyze all of the nonresident company's contacts with Colorado — including the resident subsidiary's contacts — to determine whether exercising either general or specific
¶2 The plaintiff, Christine Griffith, filed a complaint against eleven entities and two individuals alleging that they injured her father, who was a resident of a nursing home operated by defendant SSC Pueblo Belmont Operating Company d/b/a Belmont Lodge Health Care Center ("Belmont Lodge"). She alleges that her father's injuries eventually caused his death, and she seeks relief based on three causes of action: negligence, wrongful death, and violations of the Colorado Consumer Protection Act, sections 6-1-101 to -1121, C.R.S. (2016). The individuals and four of the nine entities conceded jurisdiction and answered the complaint. Five of the entities, however, contested jurisdiction, arguing that they are nonresident companies who are not subject to personal jurisdiction in Colorado.
¶3 The parties agree that Belmont Lodge is one piece of a complex organizational structure. Belmont Lodge operates a nursing home in Pueblo, Colorado. It is a limited liability company ("LLC") whose sole member is SSC Special Holdings, LLC. SSC Special Holdings is a wholly owned subsidiary of Special Holdings Parent Holdco, LLC. Special Holdings Parent Holdco is, in turn, a wholly owned subsidiary of SavaSenior Care, LLC.
¶4 After holding an evidentiary hearing, the trial court found that the Nonresident Defendants are all "Delaware limited liability companies with their principal place of business in Georgia (and Tennessee with respect to Terpax)." It also found that the Nonresident Defendants "(i) have never registered to do business in the State of Colorado, (ii) have never had a registered agent or other authorized representative in the State of Colorado, and (iii) have never transacted business in the State of Colorado." None of the Nonresident Defendants ever maintained a bank account, had any employees, solicited business, or held themselves out as doing business in Colorado. Only Terpax incurred or filed a tax return with Colorado. The Nonresident Defendants did not do business as Belmont Lodge and did not hold the operating license for Belmont Lodge. The trial court also acknowledged that the Nonresident Defendants are all separate legal entities from Belmont Lodge.
¶5 Despite these findings, the trial court stated that it "must consider the totality of the circumstances, including whether the [Nonresident] Defendants operated as separate entities from the nursing home." The trial court then found that the Nonresident Defendants operate out of the same office in Atlanta, Georgia, which is the same office as the entities that did not contest jurisdiction. It also found that the Nonresident Defendants all received "direct or indirect financial benefit from the Colorado nursing home operation" based on the "pyramid of ownership" running upstream from Belmont Lodge to Terpax.
¶7 The Nonresident Defendants petitioned this court for relief under C.A.R. 21, arguing that the trial court failed to apply an agency or alter-ego test to determine whether they were subject to personal jurisdiction. Instead, they argue, the trial court misapplied language from a fifty-year-old case to conclude that the parties were not "distinct entities" and, therefore, are subject to personal jurisdiction in Colorado. We issued a rule to show cause why the trial court's order should not be vacated.
¶8 "Original relief under C.A.R. 21 is discretionary and limited in both purpose and availability."
¶9 Whether a court may exercise personal jurisdiction over a defendant is a question of law, which we review de novo.
¶10 The Nonresident Defendants argue that, before a Colorado court may exercise personal jurisdiction over them, it shall apply an established test to determine if the subsidiary's contacts may be imputed to them. We agree. Thus, determining whether the Nonresident Defendants are subject to personal jurisdiction requires a two-part inquiry: First, the court shall determine whether the resident subsidiary's contacts with the state may be imputed to each parent company. Second, if the subsidiary's contacts may be imputed to the parent company, then the court shall consider all of the parent company's contacts with the state — including the resident subsidiary's contacts — to determine if those contacts are sufficient to support either general or specific personal jurisdiction. If, however, the subsidiary's contacts may not be imputed to the parent company, then the court shall treat the parent company as a separate entity and examine only the parent company's individual contacts with the state to determine whether general or specific jurisdiction is appropriate.
¶11 A legal entity, such as an LLC, is separate from the members that own the entity.
¶12 Colorado's LLC statutes instruct that courts should "apply the case law which interprets the conditions and circumstances under which the corporate veil of a corporation may be pierced under Colorado law." § 7-80-107. Thus, a court may disregard the shield that the LLC form would normally provide for its members when (1) the entity is "merely the alter ego" of the member, (2) the LLC form is used to perpetuate a wrong, and (3) disregarding the legal entity would achieve an equitable result.
¶13 An LLC is "merely the alter ego" of the member when the entity "is a mere instrumentality for the transaction of the shareholders' own affairs, and there is such unity of interest in the ownership that the separate personalities of the corporation and the owners no longer exist."
¶14 The remaining parts of the test for piercing the corporate veil are less complicated, though no less important. A claimant must show that justice requires that the entity's form be disregarded because the entity was merely a fiction "used to perpetrate a fraud or defeat a rightful claim."
¶15 In this case, the trial court found that the Nonresident Defendants "operated the Colorado nursing home as one business" and therefore determined that exercising personal jurisdiction over the Nonresident Defendants was appropriate. The trial court relied on its findings that the Nonresident Defendants received "direct or indirect financial benefit from the Colorado nursing home operation" and that the entities "operated the Colorado nursing home as one business in which they collectively controlled the operations, planning, management, and budget of" Belmont Lodge. Based on these findings, the trial court held that the companies were not operated as distinct entities and, therefore, it could disregard the legal protection the LLC form would otherwise provide in order to exercise jurisdiction over the parent companies. However, this analysis was inadequate. Disregarding the LLC form is "an extraordinary remedy" that cannot be justified simply because a parent company receives a financial benefit from its subsidiaries.
¶16 Moreover, the trial court erred by relying solely on
¶17 After applying the appropriate test to determine whether the subsidiary's contacts with Colorado may be imputed to the Nonresident Defendants, the trial court shall consider whether each of the Nonresident Defendants' contacts with the state support the exercise of general or specific personal jurisdiction. If the subsidiary's contacts may be imputed to the parent company, then the court shall consider all of the parent company's contacts with the state — including the resident subsidiary's contacts — to determine if those contacts are sufficient to support either general or specific personal jurisdiction. But if the subsidiary's contacts may not be imputed to the parent company, then the court shall treat the parent company and its subsidiary as separate entities and examine only the parent company's individual contacts with the state to determine whether exercising general or specific jurisdiction is appropriate.
¶18 "To exercise jurisdiction over a nonresident defendant, a Colorado court must comply with Colorado's long-arm statute and constitutional due process."
¶19 Exercising general personal jurisdiction over the Nonresident Defendants would expose them to suits in Colorado for any and all claims against them, even if the parties and events underlying the claim have no connection to Colorado.
¶20 However, even if a company is not "at home" in Colorado, a court in this state may exercise specific personal jurisdiction over the company under certain circumstances.
¶21 Here, the trial court merely concluded that the parent companies were not "distinct entities" from the entities that had conceded jurisdiction in Colorado. It then concluded that exercising personal jurisdiction was proper. The trial court failed to explain if it was exercising general or specific personal jurisdiction and did not support its conclusion with an examination of the entities' contacts with Colorado. Thus, this analysis was inadequate. Even if a subsidiary's contacts may be imputed to a parent company, the trial court shall still evaluate those contacts to determine whether exercising either general or specific personal jurisdiction comports with due process. Accordingly, on remand, after the trial court determines whether the subsidiary's contacts may be imputed to each of the Nonresident Defendants, it shall then evaluate those contacts to determine whether they support exercising general or specific personal jurisdiction over each of the Nonresident Defendants.
¶22 In sum, when determining whether a nonresident parent company is subject to personal jurisdiction in Colorado based on the activities of its resident subsidiary, the trial court shall first determine whether it may pierce the corporate veil in order to impute the resident subsidiary's contacts to a parent company. If the subsidiary's contacts may be imputed to the parent company, the trial court shall consider all of the parent company's contacts — including the resident subsidiary's contacts — to determine whether those contacts support exercising either general or specific personal jurisdiction. If the trial court determines that it cannot pierce the corporate veil, then it shall treat the parent company and subsidiary as separate entities. In that situation, the trial court may only consider the parent company's individual contacts with the state to determine if exercising personal jurisdiction over the entity comports with due process.
¶23 Because the trial court in this case did not apply this framework when it determined that the Nonresident Defendants were subject to personal jurisdiction in Colorado, we make our rule to show cause absolute and remand the case for proceedings consistent with this opinion.