RULING ON LOCKHEED MARTIN CORPORATION'S MOTION TO DISMISS PLAINTIFF'S SECOND AMENDED COMPLAINT FOR LACK OF PERSONAL JURISDICTION

ALVIN W. THOMPSON, District Judge.

This action was brought in Connecticut Superior Court by Walter Brown against fourteen defendants, including Lockheed Martin Corporation ("Lockheed"), for injuries related to exposure to asbestos. Lockheed removed the case to this court pursuant to the federal officer removal statute, 28 U.S.C. § 1442(a), based on the fact that Walter Brown's claims stemmed from his work with the United States Air Force, Lockheed was operating under the direction and control of the United States Government, and Lockheed was asserting federal defenses. Lockheed filed a motion to dismiss pursuant to Rule 12(b)(2) of the Federal Rules of Civil Procedure for lack of personal jurisdiction.

After Walter Brown died, an amended complaint was filed by Cindy S. Brown, the personal representative of the estate of Walter Brown. Subsequently, the plaintiff filed a motion to amend the first amended complaint, which the court granted. After the parties completed jurisdictional discovery, Lockheed moved to dismiss the second amended complaint for lack of personal jurisdiction pursuant to Rule 12(b)(2). For the reasons set forth below, the motion to dismiss is being granted.

I. FACTUAL ALLEGATIONS

The decedent was, and the plaintiff currently is, a resident and citizen of Alabama. Lockheed is a Maryland corporation with its primary headquarters in Bethesda, Maryland, and "five business areas" headquartered in Gaithersburg, Maryland; Manassas, Virginia; Fort Worth, Texas; Dallas, Texas; and Denver, Colorado. (Def.'s Mem. Supp. Mot. Dismiss (Doc. No. 199) ("Def.'s Mem."), at 4.) However, despite being incorporated and having its principal places of business elsewhere, Lockheed is registered to do business in Connecticut and has a registered agent for service of process in Connecticut.

Additionally, Lockheed maintains several other contacts with Connecticut. For example, between 2008 and 2012, Lockheed derived roughly $160 million in revenue from Connecticut-based work. During that same time period, Lockheed also maintained employees at four different locations in Connecticut, i.e. New London, Groton, Windsor Locks, and Hartford, and leased four separate parcels of real property in Connecticut, located in New London, New Haven, and Fairfield. It is still leasing one parcel of real property in New London-a 9,000 square foot space where there is a Lockheed Martin sign on the building. Lockheed has operated out of this space since at least 1997. Finally, Lockheed pays Connecticut state corporate income tax on the revenue it earns in Connecticut, and it maintains workers' compensation insurance policies in Connecticut for its Connecticut-based workers, in accordance with Connecticut state law.

The extent of these contacts, however, is relatively small when compared to Lockheed's operations as a whole. For instance, between 2008 and 2012 its Connecticut-based employees made up less than 0.05% of its total work force, and the revenue they generated in any given year accounted for between just under 0.05% to just over 0.1% of Lockheed's total annual revenue. In addition, although Lockheed does currently lease one facility in Connecticut and has leased other properties in the past, it does not own any real property and it does not maintain any bank accounts in the state. Finally, the work Lockheed employees undertake in Connecticut is not directed toward or advertised to Connecticut residents; all Connecticut-based work is performed pursuant to federal contracts for the benefit of the United States Government.

II. LEGAL STANDARD

On a Rule 12(b)(2) motion to dismiss for lack of personal jurisdiction, "[t]he plaintiff bears the burden of establishing that the court has jurisdiction over the defendant...." Whitaker v. American Telecasting, Inc., 261 F.3d 196, 208 (2d Cir.2001). Where a defendant challenges "only the sufficiency of the plaintiff's factual allegation, in effect demurring by filing a Rule 12(b)(2) motion, the plaintiff need persuade the court only that its factual allegations constitute a prima facie showing of jurisdiction." Ball v. Metallurgie Hoboken-Overpelt, S.A., 902 F.2d 194, 197 (2d Cir. 1990). When, as here, "the parties have conducted extensive discovery regarding the defendant's contacts with the forum state", the plaintiff's showing "`must include an averment of facts that, if credited by [the ultimate trier of fact], would suffice to establish jurisdiction over the defendant.'" Chloé v. Queen Bee of Beverly Hills, LLC, 616 F.3d 158, 163 (2d Cir.2010) (quoting Metro. Life Ins. Co. v. Robertson-Ceco Corp., 84 F.3d 560, 567 (2d Cir.1996)) (alterations in original).

Furthermore, "`[w]hen a motion to dismiss for lack of jurisdiction is decided on the basis of affidavits and other written materials .... [t]he allegations in the complaint must be taken as true to the extent they are uncontroverted by the defendant's affidavits.'" Seetransport Wiking Trader Schiffarhtsgesellschaft MBH & Co., Kommanditgesellschaft v. Navimpex Centrala Navala, 989 F.2d 572, 580 (2d Cir.1993) (quoting Taylor v. Phelan, 912 F.2d 429, 431 (10th Cir.1990) (per curiam) (citations omitted), cert. denied, 498 U.S. 1068, 111 S.Ct. 786, 112 L.Ed.2d 849 (1991)). Thus, "`[i]f the parties present conflicting affidavits, all factual disputes are resolved in the plaintiff's favor, and the plaintiff's prima facie showing is sufficient notwithstanding the contrary presentation by the moving party.'" Id.

Finally, "the amenability of a foreign corporation to suit in a federal court in a diversity action is determined in accordance with the law of the state where the court sits," and thus Connecticut law is applied to Lockheed's motion to dismiss. Arrowsmith v. United Press Int'l, 320 F.2d 219, 223 (2d Cir.1963).

III. DISCUSSION

In Connecticut, "a trial court may exercise jurisdiction over a foreign defendant only if the defendant's intrastate activities meet the requirements both of [the state's long-arm] statute and of the due process clause of the federal constitution." Thomason v. Chem. Bank, 234 Conn. 281, 285-86, 661 A.2d 595 (1995). "[The] first inquiry must be whether our long-arm statute authorizes the exercise of jurisdiction under the particular facts of this case. Only if we find the statute to be applicable do we reach the question whether it would offend due process to assert jurisdiction." Lombard Bros., Inc. v. Gen. Asset Mgmt. Co., 190 Conn. 245, 250, 460 A.2d 481 (1983).

A. Connecticut's long-arm statute

Lockheed contends that the plaintiff cannot avail herself of Connecticut's long-arm statute because neither she nor the decedent was a resident of Connecticut when this action was filed, and the "Connecticut long-arm statutes do not confer jurisdiction over actions committed by a nonresident party against another nonresident." Pomazi v. Health Indus. of Am., 869 F.Supp. 102, 104 (D.Conn.1994). The Connecticut long-arm statute pertaining to foreign corporations is found at Conn. Gen. Stat. § 33-929 and states, in pertinent part:

Lockheed argues that the language in this statute means that unless a foreign corporation is transacting business in Connecticut without first obtaining permission from the Secretary of the State, in violation of Conn. Gen.Stat. § 33-920, then the plaintiff must be either a resident of, or a nonresident having her usual place of business in, Connecticut in order for Connecticut courts to exercise jurisdiction over the foreign corporation. Lockheed contends that the fact that only §§ 33-929(e) and (f) state that a foreign corporation "will be subject to suit in this state" suggests that those are the only subsections of § 33-929 that confer personal jurisdiction over foreign corporations. Thus, Lockheed argues, because it has complied with § 33-920 and the plaintiff has no connections to Connecticut, she cannot bring her suit in this state.

The plaintiff argues, however, that by registering to do business in Connecticut and designating the Secretary of the State as its agent for process, Lockheed consented to be subject to the personal jurisdiction of Connecticut courts. In other words, the plaintiff contends that § 33-929(a) is also able to confer personal jurisdiction over Lockheed.

Based upon review of the case law discussing § 33-929(a), the court concludes that § 33-929(a) can confer personal jurisdiction on a registered foreign corporation for purposes of the long-arm statute, but the requirements of the due process clause must also be met. An early decision discussing whether § 33-929(a) confers personal jurisdiction is Wallenta v. Avis Rent a Car System, Inc., 10 Conn.App. 201, 522 A.2d 820 (1987).1 The court in Wallenta began its analysis with the general proposition that "[a] corporation which complies with the requisites of General Statutes § 33-[929](a)", i.e. registering to do business in Connecticut, "has, in fact, consented to the exercise of jurisdiction by the courts of this state" because "[s]uch a corporation has `purposely avail[ed] itself of the privilege of conducting activities within the forum State, thus invoking the benefits and protections of its laws.'" Id. at 207, 522 A.2d 820. The court then specifically considered the amenability of a foreign corporation to a suit for injuries arising out of activities unrelated to the corporation's Connecticut-based activities:

Id. at 207-08, 522 A.2d 820 (quoting 1 Restatement (Second), Conflict of Laws § 44, comment (a)). The court therefore concluded that "[t]he [plaintiff's] allegation that the defendant [is] licensed to do business in this state [is] sufficient to show that this state had authorized the assertion of jurisdiction over the defendant, and that the defendant had consented to that assertion of jurisdiction." Id. at 208, 522 A.2d 820. The court recognized, however, that "[t]he next question to be resolved is whether the assertion of such personal jurisdiction offends due process." Id. Therefore, Wallenta stands for the proposition that § 33-929(a) can authorize the exercise of personal jurisdiction over a registered foreign corporation under the long-arm statute, thereby satisfying the first prong of the personal jurisdiction inquiry under Connecticut law, but the assertion of jurisdiction cannot offend due process.

Wallenta has been read as holding that the consent discussed there is a consent only to service of process and not a consent to jurisdiction. In Mednet MPC, Corp. v. United Healthcare, No. 3:95cv2723 (AHN), 1996 U.S. Dist. LEXIS 22338, at *12-13 (D.Conn. Aug. 15, 1996), the court concluded that "the Wallenta court incorrectly labeled section 33-[929](a) as a consent to jurisdiction statute, when it in fact meant (and concluded) that it is merely a consent to service of process statute which is always subject to federal due process oversight." The court in Mednet reasoned that because sections 33-929(e) and 33-929(f) contain language stating that foreign corporations "shall be subject to suit" and section 33-929(a) does not, "based on Wallenta and a reasonable construction of Connecticut's long-arm statute,... section 33-[929](a) is a consent to service statute only and that the assertion of jurisdiction over a foreign corporation which complies with Connecticut's domestication statutes must ultimately comport with due process." Id. at *13-14. Also, in Anderson v. Bedford Assocs., Inc., No. 3:97cv1018 (GLG), 1997 WL 631117, at *3 (Sept. 19, 1997 D. Conn.), the court concluded that while the defendant was "amenable to service of process in the state of Connecticut because it had a registered agent for service of process and had been authorized to do business in this state", that did not necessarily mean that the court could exercise personal jurisdiction over the defendant because "amenability to service of process is different from activities sufficient to subject the company to personal jurisdiction." However, the court cited to Wallenta for the proposition that "Conn.Gen.Stat.Ann. § 33-929(a)[] makes a defendant which has registered to do business in the state and which does business in the state amenable to jurisdiction in the state .... [but] due process requirements must still be satisfied", and concluded that

Id.2

The question of whether § 33-929(a) addresses consent to jurisdiction or consent to service of process was more recently addressed in WorldCare Ltd. Corp. v. World Ins. Co., 767 F.Supp.2d 341 (D.Conn.2011), as follows:

Id. at 356-57 (footnotes omitted) (emphasis in original). The court finds the analysis in USES and WorldCare persuasive.

Thus, the court concludes that, because it is undisputed that Lockheed has registered to do business in Connecticut, and has been authorized to transact business here, the Connecticut long-arm statute does apply to Lockheed and the first prong of the two-step analysis is satisfied.

B. Due Process Considerations

After determining that the Connecticut long-arm statute applies, Connecticut courts next turn to "the question [of] whether it would offend due process to assert jurisdiction" over the defendant. Lombard Bros., 190 Conn. at 250, 460 A.2d 481. "The due process test for personal jurisdiction has two related components: the `minimum contacts' inquiry and the `reasonableness' inquiry." Metropolitan Life Ins. Co. v. Robertson-Ceco Corp., 84 F.3d 560, 567 (1996). The "minimum contacts" prong dictates that before a court can exercise personal jurisdiction over a foreign corporation, the corporation must "have certain minimum contacts with [the state in which that court sits] such that the maintenance of the suit does not offend `traditional notions of fair play and substantial justice.'" International Shoe Co. v. Washington, 326 U.S. 310, 316, 66 S.Ct. 154, 90 L.Ed. 95 (1945). "International Shoe's conception of `fair play and substantial justice' presaged the development of two categories of personal jurisdiction", commonly referred to as "specific jurisdiction" and "general jurisdiction." Daimler AG v. Bauman, ___ U.S. ___, 134 S.Ct. 746, 754, 187 L.Ed.2d 624 (2014). Specific jurisdiction is applicable in cases "in which the in-state activities of the corporate defendant `ha[d] not only been continuous and systematic, but also g[a]ve rise to the liabilities sued on.'" Id. (quoting International Shoe, 326 U.S. at 317, 66 S.Ct. 154) (alterations in original). Furthermore, in some circumstances, even "the commission of certain `single or occasional acts' in a State may be sufficient to render a corporation answerable in that State with respect to those acts...." Goodyear Dunlop Tires Operations, S.A. v. Brown, ___ U.S. ___, 131 S.Ct. 2846, 2853, 180 L.Ed.2d 796 (2011) (quoting International Shoe, 326 U.S. at 318, 66 S.Ct. 154). In other words, "[a]djudicatory authority is `specific' when the suit `aris[es] out of or relate[s] to the defendant's contacts with the forum.'" Id. (quoting Helicopteros Nacionales de Colombia, S.A. v. Hall, 466 U.S. 408, 414, 104 S.Ct. 1868, 80 L.Ed.2d 404 (1984)) (alterations in original).

The second category of personal jurisdiction, general jurisdiction, is available in "situations where a foreign corporation's `continuous corporate operations within a state [are] so substantial and of such a nature as to justify suit against it on causes of action arising from dealings entirely distinct from those activities.'" Daimler, 134 S.Ct. at 754 (quoting International Shoe, 326 U.S. at 318, 66 S.Ct. 154) (alterations in original). Recently, the Supreme Court elaborated on what types of contacts with the forum state are required, explaining that "[a] court may assert general jurisdiction over foreign (sister-state or foreign-country) 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." Goodyear, 131 S.Ct. at 2851; see also Daimler, 134 S.Ct. at 754. Thus, the general jurisdiction "inquiry under Goodyear is not whether a foreign corporation's in-forum contacts can be said to be in some sense `continuous and systematic,' it is whether that corporation's `affiliations with the State are so "continuous and systematic" as to render [it] essentially at home in the forum State.'" Daimler, 134 S.Ct. at 761 (quoting Goodyear, 131 S.Ct. at 2851).

Traditionally, for corporations "the place of incorporation and principal place of business are `paradig[m] ... bases for general jurisdiction'" as "[t]hose affiliations have the virtue of being unique — that is, each ordinarily indicates only one place — as well as easily ascertainable." Id. at 760 (quoting Brilmayer et al., A General Look at General Jurisdiction, 66 Texas L.Rev. 721, 735 (1988)) (alterations in original). Therefore, the place of incorporation and the principal place of business are generally viewed as the forums in which the corporation is "at home". Further, while neither Goodyear nor Daimler held that "a corporation may be subject to general jurisdiction only in a forum where it is incorporated or has its principal place of business", Id. at 760 (emphasis in original), the Court did state in Daimler that general personal jurisdiction existing in a "a forum other than its formal place of incorporation or principal place of business" would happen only "in an exceptional case...." Id. at 761 n. 19.

It is undisputed that the plaintiff's claims in this case do not arise out of or relate to Lockheed's activities within Connecticut. Therefore the court is only able to exercise personal jurisdiction over Lockheed if its contacts with Connecticut are "so substantial and of such a nature" that it can fairly be said to be "at home" here.3 The plaintiff has not made a prima facie showing that Lockheed has such contacts.

Although Lockheed's contacts with Connecticut may appear substantial, when viewed in relation to its operations as a whole, Lockheed's Connecticut activities account for a relatively trivial amount of its overall business. Daimler instructs that an inquiry into

Daimler, 134 S.Ct. at 762 n. 20 (quoting Feder, Goodyear, "Home," and the Uncertain Future of Doing Business Jurisdiction, 63 S.C. L.Rev. 671, 694 (2012)). The respondents in Daimler argued that the petitioner's contacts with California were systematic, continuous, and substantial enough to subject it to general personal jurisdiction there, even though it was not incorporated in California and its principal place of business was not located there. In discussing this argument, the Court highlighted several relevant facts pertaining to the petitioner's California-based contacts, including: (i) the petitioner "has multiple California-based facilities, including a regional office in Costa Mesa, a Vehicle Preparation Center in Carson, and a Classic Center in Irvine"; (ii) the petitioner "is the largest supplier of luxury vehicles to the California market"; and (iii) the petitioner's "California sales account for 2.4% of [the petitioner's] worldwide sales."4 Daimler, 134 S.Ct. at 752. However, even taking into account these seemingly substantial contacts with California, the Court concluded that there was "no basis to subject Daimler to general jurisdiction in California." Id. at 760. The Court warned that

Id. at 761-62 (quoting Burger King Corp. v. Rudzewicz, 471 U.S. 462, 472, 105 S.Ct. 2174, 85 L.Ed.2d 528 (1985)).

Lockheed's contacts with Connecticut are even less substantial than Daimler's were with California. As the plaintiff describes those contacts, "Lockheed Martin currently has 28 employees working in four separate cities, it leases property in New London with its name on the building and a telephone listing, it has derived about $160 million in revenue from Connecticut since 2008, and it pays corporate income tax in Connecticut." (Pl.'s Mem. Opp. Mot. Dismiss (Doc. No. 203) ("Pl.'s Mem."), at 2.). As described above, however, these contacts represent only a small portion of Lockheed's overall business in the United States. The figures cited by the plaintiff represent "less than five one-hundredths of one percent of Lockheed Martin's employees" nationwide, and "less than five one-hundredths of one percent to just over one tenth of one percent of Lockheed Martin's total revenue" for any particular year. (Def.'s Mem. at 5). Furthermore, while Lockheed does lease and operate out of one 9,000 square foot space in Connecticut, and has leased other properties in the past, it owns no real property in the state. Finally, although Lockheed may have "relationships with Connecticut business" and "pay[] state income taxes and carry[] workers' compensation insurance," (Pl.'s Mem. At 15), its operations and services are directed primarily toward the United States government, not Connecticut businesses and residents.

In every respect, these contacts are less extensive and substantial than those found by the Supreme Court to be insufficient to establish general personal jurisdiction in Daimler. For instance, rather than having multiple in-forum facilities operating at the same time, like the petitioner in Daimler, the plaintiff has averred that Lockheed has leased at most four pieces of property in Connecticut, and currently only leases one; additionally, that one facility is operated only for the benefit of the United States government, unlike the facilities in Daimler which provided services to California residents. Indeed, the plaintiff has not shown that Lockheed provides any services specifically to Connecticut residents at all, unlike Daimler which was the largest supplier of the goods it offered, i.e. luxury cars, in the forum state. Finally, Lockheed's Connecticut-based revenue accounted for, at most, 0.1% of its national revenue, a much smaller percentage than the 2.4% of worldwide sales in Daimler. If Daimler cannot fairly be said to be "at home" in California, Lockheed is definitively not "at home" in Connecticut.

The plaintiff's attempts to distinguish the instant case from Daimler are unpersuasive. The court disagrees with the plaintiff's assertion that "[t]he decision [in Daimler] ultimately turned on the fact that the plaintiffs were trying to sue a foreign parent corporation in a United States court, when the persons and events involved were entirely outside the United States", and also with her assertion that Daimler does not control here because "the case before this [c]ourt does not involve a parent corporation or a non-U.S. corporation or events occurring outside the country." (Pl.'s Resp. Def.'s Notice of Supplemental Authority (Doc. No. 220) ("Pl.'s Resp."), at 2-3.) On the contrary, in its primary discussion regarding why California could not assert general jurisdiction over Daimler (Part IV.B of Daimler), the Court never uses the words "parent" or "subsidiary", and uses "foreign" only to refer to a corporation not being domiciled in the forum state (as opposed to not being domiciled in the United States in general). The parent-subsidiary relationship is discussed in detail in Part IV.A of Daimler, but this discussion relates only to the narrower question of the impact of the agency relationship on general jurisdiction and "whether a foreign corporation may be subjected to a court's general jurisdiction based on the contacts of its in-state subsidiary." Daimler, 134 S.Ct. at 759. As discussed above, for the purposes of its holding regarding California's ability to assert general jurisdiction over Daimler, the Court assumed the subsidiary's contacts could be imputed to the parent, and thus this discussion is not relevant to the holding as to general jurisdiction. Furthermore, while the Court does discuss in the final section of the opinion (Part IV.C) the international aspect of Daimler and how it suggests that asserting general jurisdiction would not be appropriate, the Court specifically notes that these "[c]onsiderations of international rapport thus reinforce our determination that subjecting Daimler to general jurisdiction of courts in California would not accord with the `fair play and substantial justice' due process demands." Id. at 763 (emphasis added). Thus, rather than turning on the international nature of the parties and the claims, Daimler makes clear that the holding would be the same even if all aspects of the case were entirely domestic. Indeed, Justice Sotomayor says as much in her concurrence:

Id. at 773 n. 12 (Sotomayor, J., concurring).

Finally, the court finds unpersuasive the plaintiff's argument that "[i]f anything, [Daimler] supports the exercise of jurisdiction in this [c]ourt because all parties and the Court assumed that MBUSA's contacts with California, which are similar to Lockheed Martin's contacts with Connecticut, rendered the company essentially at home and subject to the jurisdiction of California courts." (Pl.'s Resp. at 3.) But the Court made clear that it assumed MBUSA was "at home" in California "for purposes of this decision only", and Daimler argued to the Court that in light of its decision in Goodyear, which was delivered after the parties submitted their briefs to the court of appeals in Daimler, MBUSA may no longer be considered amenable to general jurisdiction in California. Therefore, even assuming arguendo that Lockheed's position with respect to Connecticut is analogous to MBUSA's position, as opposed to Daimler's position, with respect to California, Daimler still does not support the exercise of general jurisdiction over Lockheed.

Therefore, even assuming the facts that the plaintiff has alluded to in her memoranda are true, and ignoring any facts provided by Lockheed that may conflict with the plaintiff's statement of facts, the plaintiff has failed to make a prima facie showing that this court can exercise personal jurisdiction over Lockheed.

IV. CONCLUSION

For the reasons set forth above, Lockheed's Motion to Dismiss (Doc. No. 198) is hereby GRANTED.

It is so ordered.