Justice PALMER delivered the judgment of the court, with opinion.
¶ 1 Plaintiff Solargenix Energy, LLC (Solargenix), filed the instant suit against defendants raising various claims related to defendants' alleged breach of joint venture agreements with Solargenix. Defendants-appellants Acciona, S.A. (Acciona), and Acciona Energia, S.A. (together, the Spanish defendants) filed a motion to dismiss for lack of personal jurisdiction. The circuit court denied the motion. This court granted the Spanish defendants' petition for leave to appeal that decision pursuant to Supreme Court Rule 306(a)(3). Ill. S.Ct. R. 306(a)(3) (eff. Feb. 16, 2011). For the reasons that follow, we affirm.
¶ 3 According to Solargenix, in 2005 it was a leader in the concentrating solar power market in the United States and it was constructing a large-scale concentrating thermosolar power plant in Nevada called "Nevada Solar One." In November 2005, the Spanish defendants' United States subsidiaries and Solargenix formed a joint venture and they executed several related agreements to that end. Solargenix claimed that Acciona, a publicly traded, global renewable energy company, sought Solargenix's solar power technology and expertise, while Solargenix was interested in gaining access to Acciona's worldwide network and resources.
¶ 4 According to Solargenix's complaint, Solargenix is a North Carolina limited liability company with its principal place of business in North Carolina. Acciona and Acciona Energia are Spanish corporations with their principal places of business in Spain. Acciona Energia is directly wholly owned by another corporation, which is in turn directly wholly owned by Acciona. Acciona Energy North America Corporation (Acciona North America) and Acciona Solar Energy, LLC (Acciona Solar Energy), are United States subsidiaries. Acciona North America is a directly, wholly owned subsidiary of a corporation which is in turn directly and wholly owned by Acciona Energia, and is organized under Delaware law with its principal place of business in Chicago, Illinois. Acciona Solar Energy is a wholly owned subsidiary of Acciona North America and is a Delaware limited liability company with its principal place of business in Chicago.
¶ 5 Pursuant to the joint venture agreements, the parties formed a joint venture entity, initially called Solargenix Energy, Inc., but later renamed Acciona Solar Power, Inc. (ASP),
¶ 6 In its complaint, Solargenix alleged that, in an effort to rid itself of the partnership with Solargenix, defendants ultimately "manufactured" a deadlock on the ASP board of directors and sent a purchase notice to Solargenix in September 2010, invoking the buy/sell provision of the shareholders agreement.
¶ 7 After completion of the sale in 2011, Solargenix filed an initial complaint seeking rescission of the joint venture agreements and compensatory damages of more than $100 million, among other relief. Solargenix later filed an amended complaint in which it alleged that Acciona Energia, Acciona North America, and Acciona Solar Energy fraudulently induced it to enter into the joint venture agreements; breach of contract by Acciona Energia (with respect to the letter of adhesion it executed, discussed further, infra); tortious interference with contractual rights against Acciona
¶ 9 Solargenix alleged in its complaint that its principal, John Myles, initially contacted the Chief Executive Officer (CEO) of Acciona Energia, Esteban Morras, in November 2004 and proposed the creation of a formalized joint venture. In February 2005, Acciona North America and Solargenix signed a cooperation agreement pursuant to which Acciona North America loaned $13 million to Solargenix to finance the development of Nevada Solar One, while retaining the right to convert the loan into a controlling equity investment in Solargenix's solar power plant business.
¶ 10 Several months later, following more negotiations, several days of which occurred in Chicago,
¶ 11 The amended cooperation agreement also stated in section V, paragraph A, entitled "Worldwide Investment Vehicle":
¶ 12 Under the same section, in paragraph B, entitled "Worldwide Thermosolar Development," it provided:
¶ 13 Also under section V, in paragraph D, entitled "Future Projects," it stated that Acciona North America agreed to contract with ASP to perform basic engineering and project management for two thermosolar projects in Spain, and that "[t]he parties acknowledge that [Acciona Energia] has agreed that it is bound by the agreements in paragraphs A [(the Worldwide Investment Vehicle provision)], B [(the Worldwide Thermosolar Development provision)], and D above through the Letter of Adhesion."
¶ 14 Under section III, entitled "SPAIN," and paragraph A, "Exclusive Agent," it provided that the parties "discussed an arrangement under which [Acciona North America] would become the exclusive agent of [Solargenix and ASP] in Spain for solar thermal power plants" and the parties agreed to negotiate further in that regard in good faith. It further provided that "[t]he parties acknowledge that Acciona Energia, SA (`Acciona') has agreed that it is bound by this agreement through the letter of adhesion attached hereto."
¶ 15 Additionally, in section VIII, entitled "MISCELLANEOUS," the amended cooperation agreement contained a provision which designated Illinois law as the law governing the agreement. It also contained the following forum selection provision:
¶ 16 Like the amended cooperation agreement, the letter of adhesion was similarly dated November 30, 2005. It was addressed to Solargenix and John and Jeff Myles, and signed by Morras as CEO of Acciona Energia. In the letter, Acciona Energia "acknowledge[d] that certain provisions of the [amended cooperation agreement] * * * refer to and affect Acciona Energia, SA * * * and some of its other affiliates that are not parties to the [amended cooperation agreement] (hereinafter the `Relevant ASE Subsidiaries')." Further, Acciona Energia "accept[ed] and consent[ed] to be bound by and to comply with the contents and obligations set forth in the Applicable Sections" of the amended cooperation agreement, and to "cause the
¶ 18 The Spanish defendants moved to dismiss Solargenix's complaint pursuant to section 2-301 of the Illinois Code of Civil Procedure (the Code) (735 ILCS 5/2-301(a) (West 2010)), on grounds that that court lacked personal jurisdiction over them. The parties engaged in extensive briefing and discovery related to the motion to dismiss, and each side submitted numerous exhibits consisting of the joint venture agreements, depositions, affidavits, emails, letters, and other documentation.
¶ 19 The Spanish defendants asserted that there was no basis for specific or general jurisdiction over them because, unlike their United States subsidiaries, they did not have sufficient minimum contacts with Illinois as they did not lease or own property, maintain offices, pay taxes, conduct business, market their services, or maintain employees in Illinois,
¶ 20 In opposition to the motion, Solargenix asserted that the court had personal jurisdiction over the Spanish defendants under several provisions of the Illinois's long-arm statute (735 ILCS 5/2-209 (West 2010)):(1) the Spanish defendants transacted business in Illinois (section 2-209(a)(1)); (2) they made or performed a contract substantially connected to Illinois based on the performance of the joint venture agreements (section 2-209(a)(7)); and (3) they committed tortious acts within Illinois (section 2-209(a)(2)). Solargenix further asserted that jurisdiction was proper because the parent companies exercised so much control over the subsidiaries such
¶ 21 The parties provided supplemental briefing and additional exhibits in connection with the motion to dismiss. Following oral arguments, the circuit court denied the motion to dismiss and held that it had personal jurisdiction over the Spanish defendants, finding that the Spanish defendants were bound by the forum selection clause because they were so closely related to the dispute that it became foreseeable that they would be bound. The court declined to address the remainder of the jurisdictional arguments advanced by Solargenix.
¶ 22 As stated, we granted Acciona and Acciona Energia's subsequent petition for leave to appeal pursuant to Illinois Supreme Court Rule 306(a)(3) (eff. Feb. 16, 2011).
¶ 25 When seeking jurisdiction over a nonresident defendant, "the plaintiff has the burden to establish a prima facie basis to exercise personal jurisdiction." Russell v. SNFA, 2013 IL 113909, ¶ 28, 370 Ill.Dec. 12, 987 N.E.2d 778. The court considers the "`uncontroverted pleadings, documents and affidavits, as well as any facts asserted by the defendant that have not been contradicted by the plaintiff.'" Madison Miracle Productions, LLC v. MGM Distribution Co., 2012 IL App (1st) 112334, ¶ 34, 365 Ill.Dec. 399, 978 N.E.2d 654 (quoting Cardenas Marketing Network, Inc. v. Pabon, 2012 IL App (1st) 111645, ¶ 28, 361 Ill.Dec. 887, 972 N.E.2d 680). "Any conflicts in the pleadings and affidavits must be resolved in the plaintiff's favor, but the defendant may overcome plaintiff's prima facie case for jurisdiction by offering uncontradicted evidence that defeats jurisdiction." Russell, 2013 IL 113909, ¶ 28, 370 Ill.Dec. 12, 987 N.E.2d 778. However, "[i]f any material evidentiary conflicts exist, * * * the trial court must conduct an evidentiary hearing to resolve those disputes." Madison Miracle Productions, 2012 IL App (1st) 112334,
¶ 27 The Illinois long-arm statute, section 2-209 of the Code (735 ILCS 5/2-209 (West 2010)), provides several bases upon which Illinois courts may exercise personal jurisdiction over a nonresident defendant. Cardenas Marketing Network, 2012 IL App (1st) 111645, ¶ 29, 361 Ill.Dec. 887, 972 N.E.2d 680. First, section 2-209(a) "outlines specific actions by a defendant that will subject him or her to specific personal jurisdiction in Illinois." Id. (citing 735 ILCS 5/2-209(a) (West 2010)). For example, specific jurisdiction over a nonresident defendant exists if the cause of action arose from the transaction of business or committing a tort in Illinois. Soria v. Chrysler Canada, Inc., 2011 IL App (2d) 101236, ¶ 16, 354 Ill.Dec. 542, 958 N.E.2d 285 (citing 735 ILCS 5/2-209(a) (West 2010)). Second, section 2-209(b) "outlines the instances in which Illinois has general jurisdiction over a nonresident corporation." Cardenas Marketing Network, 2012 IL App (1st) 111645, ¶ 29, 361 Ill.Dec. 887, 972 N.E.2d 680 (citing 735 ILCS 5/2-209(b) (West 2010)). As it pertains to corporations, this includes when a corporation is either organized under Illinois law or is doing business in Illinois. Soria, 2011 IL App (2d) 101236, ¶ 16, 354 Ill.Dec. 542, 958 N.E.2d 285 (citing 735 ILCS 5/2-209(b)(3), (b)(4) (West 2010)). And third, section 2-209(c) "is a `catchall provision' [citation], which permits Illinois courts to `exercise jurisdiction on any other basis now or hereafter permitted by the Illinois Constitution and the Constitution of the United States.' [Citation.]" Cardenas Marketing Network, 2012 IL App (1st) 111645, ¶ 29, 361 Ill.Dec. 887, 972 N.E.2d 680 (quoting 735 ILCS 5/2-209(c) (West 2010)). Accordingly, "if the contacts between a defendant and Illinois are sufficient to satisfy both federal and state due process concerns, the requirements of Illinois' long-arm statute have been met, and no other inquiry is necessary." (Internal quotation marks omitted.) Id.
¶ 28 Federal due process requires that, in order to exercise personal jurisdiction over a nonresident defendant, the defendant must have "`certain minimum contacts with [the forum] such that the maintenance of the suit does not offend "traditional notions of fair play and substantial justice."'" Soria, 2011 IL App (2d) 101236, ¶ 18, 354 Ill.Dec. 542, 958 N.E.2d 285 (quoting International Shoe
¶ 30 The Spanish defendants argue on appeal that because they were not signatories to the amended cooperation agreement, they did not consent to it and it was not foreseeable that they would be bound by the forum selection provision. They contend that the parties deliberately structured their relationship such that the Spanish defendants were not parties to the amended cooperation agreement, and the forum selection clause was not among those expressly adopted by Acciona Energia in the letter of adhesion.
¶ 31 Solargenix counters that the Spanish defendants should be bound by the forum selection clause because it includes any "action, claims, disputes, or proceedings relating to" the joint venture agreements, all of its claims arise from and relate to the joint venture agreements, and the Spanish defendants were so closely related to the dispute that it was foreseeable that they would be bound by the forum selection clause. Solargenix reiterates that the Spanish defendants were the only entities on the Acciona side that were capable of carrying out the purpose of the joint venture, and Acciona Energia
¶ 32 The circuit court here did not determine that it had personal jurisdiction over the Spanish defendants based on general jurisdiction (i.e., continuous and systematic contacts with Illinois) or specific jurisdiction (i.e., sufficient minimum purposeful contacts with Illinois and the dispute arose out of those contacts). Rather, the court held that the Spanish defendants were so "closely related" to the dispute such that it became "foreseeable" that they would be bound by the forum selection clause in the amended cooperation agreement.
¶ 33 It is well established that "the personal jurisdiction requirement is a waivable right, [and] there are a `variety of legal arrangements' by which a litigant may give `express or implied consent to the personal jurisdiction of the court.'" Burger King Corp. v. Rudzewicz, 471 U.S. 462, 472 n. 14, 105 S.Ct. 2174, 85 L.Ed.2d 528 (1985) (quoting Insurance Corp. of Ireland Ltd. v. Compagnie des Bauxites de Guinee, 456 U.S. 694, 703, 102 S.Ct. 2099, 72 L.Ed.2d 492 (1982)). This includes forum selection provisions which are agreed to in advance by the parties, where such provisions are freely negotiated and are not unreasonable or unjust. Id. See The Bremen v. Zapata Off-Shore Co., 407 U.S. 1, 12-13, 92 S.Ct. 1907, 32 L.Ed.2d 513 (1972) (noting that "[t]here are compelling reasons why a freely negotiated private international agreement, unaffected by fraud, undue influence, or overweening bargaining power, such as that involved here, should be given full effect").
¶ 34 Additionally, forum selection clauses have been held to apply not merely to contract claims involving the terms of the contract in which the clause appears, but also to other claims that are otherwise connected to the contract, such as tort claims arising from the contract. Hugel v. Corp. of Lloyd's, 999 F.2d 206, 209 (7th Cir.1993). "`[W]here the relationship between the parties is contractual, the pleading of alternative non-contractual theories of liability should not prevent enforcement of such a bargain [as to the appropriate forum for litigation].'" Id. (quoting Coastal Steel Corp. v. Tilghman Wheelabrator Ltd., 709 F.2d 190, 203 (3d Cir.1983) (tort claims covered by forum selection clause)). See also Omron Healthcare, Inc. v. Maclaren Exports Ltd., 28 F.3d 600, 603 (7th Cir.1994) ("all disputes the resolution of which arguably depend on the construction of an agreement `arise out of' that agreement for purposes of [a forum selection clause]").
¶ 35 Moreover, in Illinois, forum selection clauses are presumed valid and enforceable, unless proven otherwise by the party contesting their application. "A forum selection agreement reached through arm's-length negotiation between experienced and sophisticated businessmen should be honored by them and enforced by the courts, absent some compelling and countervailing reason for not enforcing it." Mellon First United Leasing v. Hansen, 301 Ill.App.3d 1041, 1045, 235 Ill.Dec. 508, 705 N.E.2d 121 (1998). The Spanish defendants have raised no argument that the forum selection clause at issue in this case should not be enforced because it was unreasonable or otherwise invalid. As such, we consider the forum selection clause at issue to be prima facie valid and enforceable.
¶ 37 Similarly, in Manetti-Farrow, Inc. v. Gucci America, Inc., 858 F.2d 509, 513-15, 514 n. 5 (9th Cir.1988), a forum selection clause designating Italy as the forum in the plaintiff's contract with an Italian subsidiary of Gucci was enforceable not only against the plaintiff, but also as to the nonsignatory defendants (the Italian Gucci parent and a United States subsidiary). The court held that "a range of transaction participants, parties and non-parties, should benefit from and be subject to forum selection clauses. [Citations.]" (Internal quotation marks omitted.) Id. at 514 n. 5. The nonsignatory defendants (the Italian Gucci parent and the United States subsidiary) were subject to the forum selection clause because "the alleged conduct of the non-parties is so closely related to the contractual relationship that the forum selection clause applies to all defendants." Id.
¶ 38 We note that, in contrast to our present situation, Hugel and Manetti-Farrow involved enforcing a forum selection clause against a signatory plaintiff, or closely related nonsignatory plaintiff, and it did not appear that any nonsignatory defendants contested its application. Additionally, Hugel and several of the cases discussed and relied on by the circuit court and Solargenix involved motions to dismiss for improper venue, not for lack of personal jurisdiction. It is therefore particularly helpful for our purposes to examine cases involving challenges to personal jurisdiction by defendants who were not signatories to contracts containing a forum selection clause, but the clauses were nevertheless found to bind them, even though these cases originate from other jurisdictions.
¶ 39 The first is an unpublished memorandum opinion and order from the United States District Court for the Northern District of Illinois, Fcstone, LLC v. Adams, No. 10 C 508, 2011 WL 43080 (N.D.Ill. Jan. 6, 2011).
¶ 40 In another case involving a challenge to personal jurisdiction, Tate & Lyle Ingredients Americas, Inc. v. Whitefox Technologies USA, Inc., 98 A.D.3d 401, 949 N.Y.S.2d 375 (2012), the New York appellate court affirmed the denial of the parent company/counterdefendant's motion to dismiss the defendant/counterplaintiff's counterclaims based on lack of personal jurisdiction. The court held that the nonsignatory parent company/counterdefendant was bound by the forum selection clause in its wholly owned plaintiff subsidiary's licensing contract with the defendant/counterplaintiff because the parent had a "sufficiently close relationship with the signatory and the dispute to which the forum selection clause applies." (Emphasis in original.) Id. at 401-03, 949 N.Y.S.2d 375 (citing Hugel, 999 F.2d at 209, and Manetti-Farrow, 858 F.2d at 514 n. 5). The court reasoned that binding closely related parties to a forum selection clause promoted "stable and dependable trade relations" and that it would be inconsistent to permit an entity to escape such a clause by acting through another entity. (Internal quotation marks omitted.) Id. at 402, 949 N.Y.S.2d 375. The parent company/counterdefendant's involvement with the plaintiff subsidiary included that the CEO of the parent made decisions regarding instituting suit and the events giving rise to the litigation, and that the two entitles consulted with each other and were intimately involved in making decisions with respect to the licensing agreement. Id. at 403, 949 N.Y.S.2d 375. The court concluded that this involvement was "far more than a parent company's mere approval of a contract" and it was reasonably foreseeable that the forum selection clause would apply to the parent company. Id.
¶ 41 Finally, following oral arguments, Solargenix moved to cite as supplemental authority a case that was recently decided by the United States District Court for the District of Columbia, Sabre International Security v. Torres Advanced Enterprise Solutions, LLC, No. 11-806, ___ F.Supp.3d ___, 2014 WL 3859164 (D.D.C. June 16, 2014). In that case, the plaintiff Sabre, an Iraqi private security contractor, entered into an agreement with the defendant Torres, a domestic private security contractor, to compete as a team to seek the award of contracts to provide security for the United States government
¶ 42 The touchstone illustrated by these cases is that a court may exercise personal jurisdiction over a defendant by enforcing a forum selection clause against it, even though it was not a signatory to the contract containing the clause, where it was closely related to the dispute such that it became foreseeable that the nonsignatory would be bound, regardless of whether the non-signatory is a defendant or a plaintiff in the subject litigation. Where there is a sufficiently close relationship between the non-signatory and the dispute and the parties, it does not defy the non-signatory's reasonable expectations that it would be bound by the clause, just as the signatory parties are. A nonsignatory impliedly consents to the forum selection clause via its connections with dispute, the parties, and the contract or contracts at issue.
¶ 43 Turning to the language of the forum selection clause in the present case, we find that the present dispute falls within its scope. As stated, the clause provided that the parties consented to jurisdiction in Illinois "with regard to any actions, claims, disputes or proceedings relating to this Agreement, or any document delivered hereunder or in connection herewith, or any transaction arising from or connected to any of the foregoing." Solargenix alleged that defendants breached the cooperation agreement and letter of adhesion, fraudulently induced them to enter into the agreements, tortious interfered
¶ 44 Additionally, we agree with Solargenix's argument that the letter of adhesion constitutes "any document delivered hereunder or in connection herewith" the amended cooperation agreement, and consequently, also falls within the scope of the forum selection clause. The letter of adhesion bore the same date as the other joint venture agreements. The amended cooperation agreement expressly referenced the letter of adhesion in at least two different places: in section III, paragraph A, and section V, paragraph D. In section III, paragraph A, it refers to the letter of adhesion as being "attached" to the cooperation agreement: "The parties acknowledge that Acciona Energia, SA (`Acciona') has agreed that it is bound by this agreement through the letter of adhesion attached hereto * * *." (Emphasis added). Section V, paragraph D, provides that "[t]he parties acknowledge that Acciona has agreed that it is bound by the agreements in paragraphs A [(the Worldwide Investment Vehicle provision)], B [(the Worldwide Thermosolar Development provision)], and D above through the Letter of Adhesion." These sections show that the letter of adhesion was closely connected to the amended cooperation agreement.
¶ 45 Considering the broad language in the forum selection clause in referring to "any" dispute, claim, document, or transaction connected to the agreement, we further conclude that the forum selection clause was essentially incorporated into the all of the provisions of the amended cooperation agreement. This obviously included those provisions specifically adopted in the letter of adhesion, which set forth one the primary purposes of the joint venture — to form a joint investment vehicle for the future development of thermosolar power generation projects worldwide. Consequently, the allegations of breach, fraudulent inducement, tortious interference, and unjust enrichment related to these obligations necessarily turns on reference to the letter of adhesion and cooperation agreement, and are bound by the forum selection clause.
¶ 46 With the foregoing in mind, we first address personal jurisdiction as it relates to Acciona Energia. As stated, in the letter of adhesion, Acciona Energia agreed to be bound by and comply with the provisions of the amended cooperation agreement which comprised a primary purpose of the joint venture. These provisions necessarily incorporated the broad terms of the forum selection clause. We find that, by agreeing to these key paragraphs, Acciona Energia thereby also impliedly agreed to jurisdiction in Illinois. Significantly, no alternative forum was designated in the letter of adhesion.
¶ 47 Additionally, the evidence adduced from discovery on the motion to dismiss demonstrated that, in addition to being a signatory to the letter of adhesion, Acciona Energia was closely related to the joint venture contracts, the dispute, and the United States subsidiaries. As asserted by Solargenix, at the time the joint venture was formed, only the Spanish defendants had the international focus contemplated by the cooperation agreement and the ability to pursue the objective of the venture — to develop thermosolar projects worldwide jointly with Solargenix. To that end, Acciona Solar Energy was created shortly before the joint venture agreements were executed in order to hold stock in the joint venture entity, ASP, but it had no employees or business at the time, and
¶ 48 Next, with respect to Acciona specifically, we similarly conclude that the evidence showed it was closely related to the dispute and the parties such that it was foreseeable it would be bound by the forum selection clause even if, on paper, it was not a signatory to the amended cooperation agreement or the letter of adhesion. As noted, Acciona and Acciona Energia were the only entities capable of pursuing the international expansion and implementation of Solargenix's thermosolar technology. As asserted by Solargenix, Acciona's corporate development division was involved in due diligence with respect to the joint venture transaction and Acciona approved of the joint venture agreements.
¶ 49 According to Solargenix and as supported by its exhibits, further evidence of Acciona's close relationship was evidenced by its behavior following formation of the joint venture. Solargenix alleged that senior officials of Acciona made employment and compensation decisions for ASP, determined ASP's strategy, and decided which projects ASP would pursue. For example, Frank Gelardin, the head of international business for Acciona, was involved in ASP's employment and compensation issues, among other issues.
¶ 50 Given the structure of the joint venture and its attendant agreements such as the cooperation agreement and the letter of adhesion, in addition to the other evidence, we therefore agree with the circuit court's determination that the Spanish defendants were so "closely related" to the dispute, the parties, and the various agreements that it was foreseeable that they would be bound by the forum selection clause. Indeed, it is because of Acciona's close involvement with the joint venture that Solargenix alleges Acciona was allowed to control ASP and stifle potential opportunities for the joint venture, while Acciona pursued the opportunities for itself. Neither Acciona nor Acciona Energia can convincingly claim to have been surprised to find themselves in an Illinois courtroom stemming from claims arising from the joint venture agreements with Solargenix.
¶ 51 Illustrative of the present circumstances is American Patriot Insurance Agency, Inc. v. Mutual Risk Management, Ltd., 364 F.3d 884 (7th Cir.2004), where the Seventh Circuit found that all of the contracts were one "package" or pieces of a jigsaw puzzle and the dispute concerned the "package" of contracts. Id. at 889. The defendants moving to dismiss were affiliates of the defendant which had signed the shareholder agreement, which contained a forum selection clause, and they were signatories to other contracts with plaintiff, and they all worked together on the insurance program. Id. at 888-89. The court held that the forum selection clause applied to the moving defendants, reasoning that "no reason has been suggested for why the parties would have wanted disputes under that agreement to be litigated in Bermuda but not disputes under the other pieces of the jigsaw puzzle." Id. at 889. As in American Patriot, we can similarly state that no reason has been suggested for why the parties would
¶ 52 We additionally note that the Spanish defendants cited two cases as supplemental authority during the pendency of this appeal. Because we are finding that specific jurisdiction existed based on their close relationship to the dispute and the forum selection clause, we need not discuss the two cited cases, as they did not involve the exercise of personal jurisdiction based on a forum selection clause. Daimler AG v. Bauman, ___ U.S. ___, 134 S.Ct. 746, 187 L.Ed.2d 624 (2014), dealt with whether the court had general jurisdiction over a foreign parent company based on its domestic subsidiary's contacts with the forum, where the domestic subsidiary was unrelated to the dispute and the dispute involved actions occurring in another country. Further, Walden v. Fiore, ___ U.S. ___, 134 S.Ct. 1115, 188 L.Ed.2d 12 (2014), involved whether the court could exercise specific personal jurisdiction over an individual in an intentional tort case where the plaintiff, and not the defendant's actions, provided the only contact with the forum.
¶ 54 For the reasons stated above, we affirm the circuit court's order denying defendant's motion to dismiss.
¶ 55 Affirmed.
Presiding Justice GORDON and Justice TAYLOR concurred in the judgment and opinion.
Solargenix also alleged that in 2005 and 2006, the Acciona-appointed general manager of ASP, Paxti Landa, abandoned negotiations with an energy company to build five plants without presenting the opportunity to Solargenix's board members of ASP. Further, in 2006, John Myles met with Google CEO Larry Page regarding Google's interest in investing in concentrating solar power projects through ASP, but defendants refused to meet or cause ASP to meet with Google. In addition, John Myles referred Cogentrix Energy, LLC, to Acciona for potentially developing solar power projects in the United States, but Acciona told Cogentrix that it need not deal with ASP and could deal directly with Acciona. Acciona also unilaterally instructed ASP not to pursue an opportunity to construct "Nevada Solar Two," even though ASP had been "short listed" for the project.
Additionally, Solargenix alleged that Acciona violated the joint venture agreements and tortiously interfered with the joint venture agreements by entering into an agreement with Mitsubishi to pursue thermosolar energy projects worldwide, including entering into a memorandum of understanding in 2009 and submitting a joint application with Mitsubishi in 2010 to the Australian government for the construction a $1.2 billion solar power plant in Australia.