J-A10040-20

                                  2020 PA Super 166

    JUAN FULANO AND JUANA FULANO,              :   IN THE SUPERIOR COURT OF
    et al.,                                    :        PENNSYLVANIA
                  Appellants                   :
                                               :
                                               :
                v.                             :
                                               :
                                               :
    FANJUL CORPORATION, ALCOHOLES              :   No. 3291 EDA 2018
    FINOS DOMINICANOS, BIESTERFELD             :
    INTERNATIONAL GMBH AND                     :
    BIESTERFELD U.S., INC., DREXEL             :
    CHEMICAL COMPANY, INICIA                   :
    GROUP, UPL LIMITED                         :

                 Appeal from the Order Dated October 22, 2018
      In the Court of Common Pleas of Philadelphia County Civil Division at
                     No(s): January Term, 2018, No. 02241


BEFORE: BOWES, J., SHOGAN, J., and PELLEGRINI, J.*

OPINION BY PELLEGRINI, J.:                                FILED JULY 10, 2020

        This is an appeal from the orders of the Court of Common Pleas of

Philadelphia County (trial court) sustaining the preliminary objections filed by

Fanjul Corp. (Fanjul), Drexel Chemical Company (Drexel), Inicia Ltd. (Inicia)

and UPL Limited (UPL) (collectively, “Defendants”).1 Appellants (Plaintiffs) are

Dominican agricultural workers who filed a civil action alleging that they

suffered adverse health effects through exposure to toxic pesticides while

working in the Dominican Republic. The trial court determined that none of


____________________________________________


*   Retired Senior Judge assigned to the Superior Court.

1Fanjul and Inicia were, respectively, incorrectly named in the complaint as
Fanjul Corporation and Inicia Group.
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the Defendants, all foreign corporations, were subject to personal jurisdiction

in Pennsylvania. After review, we affirm.

                                               I.

       We first briefly summarize Plaintiffs’ civil action. On January 15, 2018,

Plaintiffs filed a thirteen-count complaint in the trial court against six

defendants. Plaintiffs are a group of forty-one Dominican residents claiming

that they were exposed to toxic pesticides and herbicides while working as

fumigators in the sugar cane industry in the Dominican Republic.2 Through

this exposure, Plaintiffs suffered, among other health effects, eye and skin

irritation, headaches, difficulty breathing, chest and stomach pain, nausea and

chronic coughing. Plaintiffs averred that they were injured while working for

subsidiaries of Fanjul (a Florida corporation) and Inicia (a British Virgin Islands

corporation),3 and that the pesticides were produced by Drexel (a Tennessee

corporation) and UPL (an Indian corporation).4 In total, Plaintiffs raised six




____________________________________________


2 Plaintiffs are identified in the complaint by the pseudonym “Juan Fulano.”
The sole female plaintiff “Juana Fulano” was not a fumigator but worked in the
sugar cane fields after they had been fumigated.

3 Of the forty-one Plaintiffs, thirty of them alleged that they worked for a
subsidiary of Fanjul, Central Romana Corporation, Ltd., while seven alleged
that they worked for Grupo Vicini, a predecessor of Inicia.

4 The other two co-defendants, Alcoholes Finos Domincanos and Biesterfeld
International GmbH, are not parties to this this appeal.


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common law causes of action sounding in tort; one count for violation of

International Law; and six causes of action for violations of Dominican Law.

      Because    Defendants     were    nonresident   corporations,   regarding

jurisdiction, Plaintiffs generally averred that:

      Th[e] [Trial] Court has personal jurisdiction over Defendants
      under the Pennsylvania Long-Arm Statute, 42 Pa.C.S.A. § 5322,
      because, inter alia, Defendants transact business throughout the
      United States, including in Pennsylvania and in this judicial
      district. In addition, as set forth herein, Defendants maintain
      sufficient contacts with [Pennsylvania] such that this Court’s
      exercise of personal jurisdiction over them does not offend
      traditional notions of fair play and substantial justice.

Plaintiffs’ Complaint, 1/15/18, at Paragraph 97.

      Plaintiffs asserted a “stream of commerce” theory for personal

jurisdiction over Fanjul and Inicia, alleging that both controlled “sugar

empires” through their various subsidiaries that produce and distribute sugar

throughout the United States, including Pennsylvania. As for the pesticide

producers, Plaintiffs averred that Drexel registers and sells its products in

Pennsylvania while UPL has an in-state alter ego subsidiary, United

Phosphorus, Inc. (UPI), based in Montgomery County.

      Defendants all filed preliminary objections under Pa.R.C.P. 1028(a)(1)

for lack of personal jurisdiction and included supporting affidavits that they

had insufficient contacts—if any at all—with Pennsylvania to permit either

general or specific personal jurisdiction. Plaintiffs responded by requesting




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the trial court to allow jurisdictional discovery under Pa.R.C.P. 1028(c)(2).5

After the trial court entered 30-day orders for the parties to conduct discovery,

Plaintiffs served interrogatories, document requests and deposition notices on

Defendants. While Defendants objected to some of the document requests,

each produced a corporate-designee to be deposed about their respective

corporation’s contacts with Pennsylvania.

       After holding two hearings for argument, the trial court entered separate

orders dismissing all claims against Drexel, Inicia and UPL.6 The trial court,

however, deferred ruling on Fanjul’s preliminary objections in order to allow

Plaintiffs to conduct additional jurisdictional discovery. After Fanjul produced

their corporate-designee for a second deposition, the trial court entered an

October 22, 2018 order sustaining Fanjul’s preliminary objections and

dismissing all claims against it with prejudice. Because Fanjul was the final

remaining defendant, Plaintiffs filed their notice of appeal and asserted in their




____________________________________________


5  Rule 1028(c)(2) provides: “The court shall determine promptly all
preliminary objections. If an issue of fact is raised, the court shall consider
evidence by depositions or otherwise.” Pa.R.C.P. 1028(c)(2).
6The dates of the orders were July 17, 2018 (Drexel), August 3, 2018 (Inicia)
and August 6, 2018 (UPL).




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court-ordered Rule 1925(b) statement that the trial court erred in finding that

it lacked personal jurisdiction over Defendants.7

                                               II.

       Before addressing Plaintiffs’ personal jurisdiction challenges, we must

first address whether this appeal should be quashed, as both Drexel and UPL

have raised several arguments that Plaintiffs violated the Rules of Appellate

Procedure.8

                                               A.

       Drexel and UPL first argue that this appeal should be quashed because

Plaintiffs did not file notices of appeal from the separate orders sustaining their

preliminary objections. Rule of Appellate Procedure 341 defines a “final order”

as, among other things, any order that “disposes of all claims and of all

parties.” Pa.R.A.P. 341(b)(1). Because several co-defendants were still in

the case when the trial court dismissed Drexel and UPL, neither order

sustaining their preliminary objections was final and appealable. See K.H. v.

J.R., 826 A.2d 863, 869 (Pa. 2003) (“[I]n an action involving multiple


____________________________________________


7 Plaintiffs also asserted that the trial court should have allowed additional
jurisdictional discovery concerning Fanjul and Inicia. We address these claims
in each defendant’s respective section.

8 Drexel and UPL raised these arguments in a joint motion to quash, and Inicia
raised similar arguments in a motion to dismiss. We denied the motions
without prejudice to them being raised again in their briefs. Inicia now adopts
by reference Drexel’s arguments under Pa.R.A.P. 2137. Fanjul raises no
procedural arguments in their brief.


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defendants, and in the absence of an express determination by the trial court

under [Pa.R.A.P.] 341(c), an order granting summary judgment as to one

party is treated as appealable as of right only after the disposition of the claims

involving the remaining parties.”). Plaintiffs thus correctly waited to file their

appeal until the final remaining defendant Fanjul was dismissed.

      Drexel and UPL also argue that Plaintiffs’ notice of appeal incorrectly

listed only the trial court’s October 22, 2018 order dismissing Fanjul rather

than listing all of the trial court’s orders dismissing the other Defendants.

However, “in the circumstance where each of the defendants in a single action

is dismissed prior to trial, an appeal from the order dismissing the remaining

claim or party is sufficient to bring for review the earlier issued orders.” K.H.,

826 A.2d at 871 (citation omitted). “Any concern as to the intended scope of

the appeal may be addressed through the filing of a statement of matters

complained of on appeal pursuant to Appellate Procedural Rule 1925(b).” Id.

Plaintiffs stated in their Rule 1925(b) statement that they were challenging

the orders dismissing Defendants and attached each order that they now seek

to challenge.   Any ambiguity as to the scope of the appeal was clarified

through the Rule 1925(b) statement. We therefore find no error.

                                        B.

      Drexel and UPL next argue that Plaintiffs waived their challenges by

filing a vague, imprecise Rule 1925(b) statement. Plaintiffs’ statement read,

in relevant part:


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J-A10040-20


      1. The trial court abused its discretion and committed an error of
      law in sustaining Drexel's Preliminary Objections to the Complaint
      and dismissing Drexel as a defendant for want of personal
      jurisdiction.

      2. The trial court abused its discretion and committed an error of
      law in sustaining Inicia's Preliminary Objections to the Complaint
      and dismissing the claims asserted against Inicia with prejudice.

                                      ***

      4. The trial court abused its discretion and committed an error of
      law in sustaining UPL's Preliminary Objections to the Complaint
      and dismissing the Complaint as to UPL.

Plaintiffs’ Statement of Errors Complained of on Appeal Pursuant to Pa.R.A.P.

1925(b), 11/29/18, at 2.

       “The [Rule 1925(b)] Statement shall concisely identify each error that

the appellant intends to assert with sufficient detail to identify the issue to be

raised for the judge.”     Pa.R.A.P. 1925(b)(4)(ii).     “[T]he [Rule] 1925(b)

statement must be sufficiently ‘concise’ and ‘coherent’ such that the trial court

judge may be able to identify the issues to be raised on appeal, and the

circumstances must not suggest the existence of bad faith.” Commonwealth

v. Vurimindi, 200 A.3d 1031, 1038 (Pa. Super. 2018). “[A] Rule 1925(b)

statement is a crucial component of the appellate process because it allows

the trial court to identify and focus on those issues the party plans to raise on

appeal.” Id. (citing Riley v. Foley, 783 A.2d 807, 813 (Pa. Super. 2001).

“[W]hen issues are too vague for the trial court to identify and address, that

is the functional equivalent of no concise statement at all.” Commonwealth

v. Smith, 955 A.2d 391, 393 (Pa. Super. 2008) (citing Commonwealth v.

                                      -7-
J-A10040-20


Dowling, 778 A.2d 683, 686 (Pa. Super. 2001)). “When the trial court has

to guess what issues an appellant is appealing, that is not enough for

meaningful review.” Commonwealth v. Lemon, 804 A.2d 34, 37 (Pa. Super.

2002) (citing Dowling, 778 A.2d at 686).

      First, Plaintiffs specifically identified the issue of personal jurisdiction as

to Drexel, and the trial court explained its reasoning for finding that it lacked

jurisdiction over Drexel in its Rule 1925(a) opinion, expressing no confusion

as to Plaintiffs’ challenge. See Trial Court Opinion (T.C.O.), 1/14/19, at 8-10.

In this regard, Drexel does not argue that the trial court’s analysis is either

lacking or insufficient in any manner as a result of Plaintiffs’ Rule 1925(b)

statement. Moreover, Rule of Appellate Procedure 1925(b)(4)(v) provides, in

relevant part, “[e]ach error identified in the Statement will be deemed to

include every subsidiary issue that was raised in the trial court[.]” Pa.R.A.P.

1925(b)(4)(v). Accordingly, we find no waiver as to Drexel. See Smith, 955

A.2d at 393 (no waiver where trial court meaningfully addressed issues

despite vague Rule 1925(b) statement).

      In contrast, Plaintiffs did not identify the issue of personal jurisdiction

as to Inicia and UPL in the Rule 1925(b) statement. We note that the trial

court issued one-paragraph orders sustaining Defendants’ preliminary

objections but did not include its reasoning. This Court has explained:

      When the reasons for a trial court’s ruling are vague or not
      discernable from the record, then an appellant may be forced to
      file a vague Rule 1925(b) statement, and it would be unjust to
      consider such filing a violation of the Rule. Just as the trial judge

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J-A10040-20


      cannot be made to guess what an appellant is complaining of on
      appeal, an appellant cannot be made to guess what the trial judge
      is thinking in his or her ruling. Therefore, under these limited
      circumstances where the appellant is unable to ascertain the trial
      court's rationale for the ruling under appeal, it is not appropriate
      to find waiver or to dismiss the appeal based on a vague Rule
      1925(b) statement.

Hess v. Fox Rothschild, LLP, 925 A.2d 798, 803-04 (Pa. Super. 2007)

(internal citations and quotation marks omitted).

      However, “[i]f the appellant in a civil case cannot readily discern the

basis for the judge's decision, the appellant shall preface the Statement with

an explanation as to why the Statement has identified the errors in only

general terms. In such a case, the generality of the Statement will not be

grounds for finding waiver.” Pa.R.A.P. 1925(b)(4)(vi).

      Though Plaintiffs did not preface their Rule 1925(b) statement

explaining why it generally identified the errors, we decline to find that this

omission warrants quashing the appeal.            Like Drexel, the trial court

discerned that Plaintiffs were contesting personal jurisdiction over Inicia and

UPL, especially since that was the primary issue litigated through their

preliminary objections. See T.C.O. at 11-16. Further, our research reveals

no case law from this Court that failure to comply with Rule 1925(b)(4)(vi)

results in waiver, nor does Drexel or UPL attempt to make the argument that

we should adopt such a rule based on analogous violations of the Rules of

Appellate Procedure. Accordingly, we find no waiver based on Plaintiffs’ Rule

1925(b) statement.


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J-A10040-20


                                               C.

       Drexel and UPL next allege that Plaintiffs’ counsel failed to serve them

with either the notice of appeal or the Rule 1925(b) statement. Based on our

review of the record, counsel filed both electronically under the belief that

doing so would result in all parties being served. As Defendants point out,

under our Rules of Appellate Procedure, appellants must concurrently serve

their notice of appeal and Rule 1925(b) statement on all parties.9

       Nevertheless,     despite     Plaintiffs’    apparent   error,   we   are   again

constrained to find that neither quashing nor remanding this matter is

necessary.     First, regarding the failure to serve the notice of appeal on

Defendants, Rule of Appellate Procedure 902 provides as follows:

       Failure of an appellant to take any step other than the timely filing
       of a notice of appeal does not affect the validity of the appeal, but
       it is subject to such action as the appellate court deems
       appropriate, which may include, but is not limited to, remand of
       the matter to the lower court so that the omitted procedural step
       may be taken.

Pa.R.A.P. 902.




____________________________________________


9 Rule of Appellate Procedure 906 specifically requires that the appellant,
concurrent with filing their notice of appeal, shall serve copies on “[a]ll parties
to the matter in the trial court, including parties previously dismissed pursuant
to an interlocutory order[.]” Pa.R.A.P. 906(a)(1). Rule of Appellate Procedure
1925 provides, in relevant part, that service of the Rule 1925(b) statement on
the parties “shall be concurrent with filing and shall be by any means of service
specified under Pa.R.A.P. 121(c).” Pa.R.A.P. 1925(b)(1).


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J-A10040-20


      As noted before, the trial court filed a Rule 1925(a) opinion with its

reasoning for sustaining the preliminary objections, and all Defendants have

fully briefed their respective positions on appeal. As a result, Plaintiffs’ error

has not hindered meaningful appellate review. See Coffman v. Kline, 167

A.3d 772, 776 (Pa. Super. 2017) (“Where a party's procedural missteps do

not affect the validity of the appeal, remand is not required.”). Additionally,

Drexel and UPL do not cite any case law from this Court for the proposition

that failure to serve a Rule 1925(b) statement requires an appeal to be

quashed; nor does either party develop an argument for why we should

establish such a rule through this case based on analogous case law. In the

absence of either, we decline to quash based on Plaintiffs’ service errors.

                                       D.

      Finally, Drexel and UPL allege that Plaintiffs violated several Rules of

Appellate Procedure in filing and serving their reproduced record.            These

violations include: (1) failure to timely file or serve their reproduced record

concurrently with their brief; (2) failure to file or serve a designation of

contents of reproduced record, as required by Pa.R.A.P. 2154; and (3) filing

incomplete copies with improper pagination.

      First, Drexel and UPL are indeed correct that Plaintiffs violated Pa.R.A.P.

2154, which provides, in relevant part:

      [T]he appellant shall not later than 30 days before the date fixed
      by or pursuant to Rule 2185 (service and filing of briefs) for the
      filing of his or her brief, serve and file a designation of the parts


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J-A10040-20


       of the record which he or she intends to reproduce and a brief
       statement of issues which he or she intends to present for review.

Pa.R.A.P. 2154(a).

       Despite receiving several extensions to file their merits brief and

reproduced record, Plaintiffs never filed a designation of reproduced record in

compliance with Rule 2154.10 Plaintiffs ultimately filed their brief on the final

day to do so (June 7, 2019), but did not concurrently file their reproduced

record in accordance with Pa.R.A.P. 2186.11 Instead, Plaintiffs electronically

filed their reproduced record on June 18, 2019, and neglected to file paper

copies with this Court and serve the Defendants as required by Pa.R.A.P.

2187(a).

       Having found that Plaintiffs have violated the Rules of Appellate

Procedure, we must determine if their violations warrant quashing the appeal.

In this regard, Rule of Appellate Procedure 2101 provides:

       Briefs and reproduced records shall conform in all material
       respects with the requirements of these rules as nearly as the
       circumstances of the particular case will admit, otherwise they
       may be suppressed, and, if the defects are in the brief or
____________________________________________


10 After Plaintiffs’ deadline for filing a designation of record passed, Defendants
filed counter-designations of contents of the reproduced record on April 11,
2019 (Fanjul), April 15, 2019 (Drexel and UPL) and April 16, 2019 (Inicia).

11 Rule 2186(a)(1) provides: “The reproduced record shall be served and filed
not later than … the date of service of the appellant’s brief[.]” Pa.R.A.P.
2186(a)(1). Appellants are allowed to file the reproduced record beyond that
time if they elect to proceed under Pa.R.A.P. 2154(b), which governs large
records. Plaintiffs, however, never gave notice to the trial court that they
intended to proceed under that subdivision.


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J-A10040-20


      reproduced record of the appellant and are substantial, the appeal
      or other matter may be quashed or dismissed.

Pa.R.A.P. 2101 (emphasis added).

      Similarly, Rule of Appellate Procedure 2188 states:

      If an appellant fails to file his designation of reproduced record,
      brief or any required reproduced record within the time prescribed
      by these rules, or within the time as extended, an appellee may
      move for dismissal of the matter.

Pa.R.A.P. 2188.

      “Compliance with the Pennsylvania Rules of Appellate Procedure 2152-

2154 regarding contents of reproduced records on appeal is mandatory, not

directory.” Rosselli v. Rosselli, 750 A.2d 355, 357 (Pa. Super. 2000). This

Court will quash an appeal when the appellant’s violations substantially

impede the appellate process.      Id. at 359-60 (appeal quashed due to

appellant’s failure to comply with the Rules of Appellate Procedure regarding

reproduced record). However, “when the defects in the reproduced record

are not so serious as to preclude our ability to properly evaluate and address

the substantive arguments advanced by the parties,” then we have declined

to quash the appeal. Hagel v. United Lawn Mower Sales & Service, Inc.,

653 A.2d 17, 19 (Pa. Super. 1995); Kern v. Kern, 892 A.2d 1, 6 (Pa. Super.

2002) (“[T]his Court quashes appeals for failure to conform to the Rules of

Appellate Procedure only where the failure to conform to the Rules results in

the inability of this Court to discern the issues argued on appeal.”) (citation

omitted).


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      Though Plaintiffs failed to comply with the rules for filing its reproduced

record, we decline quashing the appeal. Under Rule of Appellate Procedure

2101, even when the defects in the reproduced record are substantial,

quashing an appeal is not mandatory. Moreover, as we found in preceding

issues, our review of Plaintiffs’ challenges is not substantially hampered by

the failure to produce a reproduced record conforming to the Rules of

Appellate Procedures.    We therefore deny Drexel and UPL’s arguments for

quashing the appeal.

                                      III.

      Turning to the merits of Plaintiffs’ personal jurisdiction challenges, our

standard of review is as follows:

      In determining whether the trial court properly sustained
      preliminary objections, the appellate court must examine the
      averments in the complaint, together with the documents and
      exhibits attached thereto, in order to evaluate the sufficiency of
      the facts averred. When sustaining the trial court's ruling will
      result in the denial of a claim or a dismissal of suit, preliminary
      objections will be sustained only where the case is free and clear
      of doubt, and this Court will reverse the trial court's decision
      regarding preliminary objections only where there has been an
      error of law or an abuse of discretion.

      Moreover, when deciding a motion to dismiss for lack of personal
      jurisdiction[,] the court must consider the evidence in the light
      most favorable to the non-moving party. This Court will reverse
      the trial court's decision regarding preliminary objections only
      where there has been an error of law or an abuse of discretion.
      Once the moving party supports its objections to personal
      jurisdiction, the burden of proving personal jurisdiction is upon the
      party asserting it.




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Calabro v. Socolofsky, 206 A.3d 501, 505 (Pa. Super. 2019) (quoting

Sulkava v. Glaston Finland Oy, 54 A.3d 884, 889 (Pa. Super. 2012)).

      The Due Process Clause of the Fourteenth Amendment to the United

States Constitution limits the authority of a state to exercise in personam

jurisdiction over nonresident defendants. Burger King Corp. v. Rudzewicz,

471 U.S. 462, 471–72 (1985). The extent to which the Due Process Clause

proscribes jurisdiction depends on the nature and quality of the defendant's

contacts with the forum state. Id. at 474–76; Kubik v. Letteri, 614 A.2d

1110, 1114 (Pa. 1992). Where a defendant “has established no meaningful

contacts, ties or relations” with the forum, the Due Process Clause prohibits

the exercise of personal jurisdiction.       Burger King, 471 U.S. at 472.

However, where a defendant has “purposefully directed” his activities at the

residents of the forum, he is presumed to have “fair warning” that it may be

called to suit there. Id.

      “A defendant's activities in the forum [s]tate may give rise to either

specific or general jurisdiction.” Mendel v. Williams, 53 A.3d 810, 817 (Pa.

Super. 2012).    Specific jurisdiction “depends on an affiliation between the

forum and the underlying controversy, principally, [an] activity or an

occurrence that takes place in the forum State and is therefore subject to the

State's regulation.” Vaughn Estate of Vaughn v. Olympus America, Inc.,

208 A.3d 66, 73 (Pa. Super. 2019) (citation omitted). We have summarized




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the three requirements for a forum to exercise specific jurisdiction over a

nonresident defendant as follows:

      First, the defendant must have purposefully availed itself of the
      privilege of conducting activities within the forum State or have
      purposefully directed its conduct into the forum State. Second,
      the plaintiff's claim must arise out of or relate to the defendant's
      activities in the forum state. Third, jurisdiction must be fair and
      reasonable so as not to offend tradition notions of fair play and
      substantial justice.

Hammons v. Ethicon, 190 A.3d 1248, 1262 (Pa. Super. 2018) (citing

Bristol-Myers Squibb Co. v. Superior Court of California, San Francisco

County, 137 S. Ct. 1773, 1785 (2017)) (internal quotations and citations

omitted).

      As we have explained, “[b]ecause due process may permit specific

jurisdiction based solely on single or occasional acts purposefully directed at

the forum, it is narrow in scope, limiting a cause of action to the extent that

it arises out of or relates to the very activity that establishes jurisdiction.”

Mendel, 53 A.3d at 817 (internal quotations omitted).

      General Jurisdiction, on the other hand, is established over a

nonresident corporation when it: “(1) is incorporated under or qualified as a

foreign corporation under the laws of this Commonwealth; (2) consents, to

the extent authorized by the consent; or (3) carries on a continuous and

systematic part of its general business within this Commonwealth.” Seely v.

Caesars Entertainment Corporation, 206 A.3d 1129, 1133 (Pa. Super.

2019) (citing 42 Pa.C.S. § 5301(a)(2)(i-iii)) (footnotes and emphasis


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omitted).    In contrast to specific jurisdiction, “[a] court with general

jurisdiction may hear any claim against that defendant, even if all the incidents

underlying the claim occurred in a different State.” Hammons, 190 A.3d at

1261 (quoting Bristol-Myers, 137 S. Ct. at 1780).

      Beginning with Goodyear Dunlop Tire Operations, S.A. v. Brown,

564 U.S. 915 (2011), the United States Supreme Court has limited states’

ability to subject corporations to general jurisdiction. A court will have general

personal jurisdiction over a foreign corporation only when its affiliations with

the state are so “continuous and systematic” as to render them essentially at

home in the forum state. Id. at 919. In Daimler AG v. Bauman, 571 U.S.

117 (2014), the Supreme Court clarified that the “paradigm” forums in which

a corporate defendant would be “at home” are that corporation’s place of

incorporation and its principal place of business. Id. at 137. However, as will

be discussed in relation to Drexel, the Daimler Court stated that in an

“exceptional case” a corporate defendant’s operations in a forum outside of

its state of incorporation or principal place of business “may be so substantial

and of such a nature as to render the corporation at home in that [s]tate.”

Id. at 139 n.19.




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                                               IV.

                                               A.

       Plaintiffs first challenge that the trial court lacked specific personal

jurisdiction over Fanjul.12        Plaintiffs contend here, as they did in their

complaint, that Fanjul controls a “sugar empire” through its various alter ego

subsidiaries.13      Plaintiffs devote a large part of their brief on the

interconnectedness of Fanjul and these entities, arguing that Fanjul is so

intertwined with them that their corporate forms may be disregarded.

Plaintiffs contend that Fanjul, through these entities, places “its products into

the stream of commerce with sufficient intentionality so as to be subject to

personal jurisdiction in Pennsylvania.”              Plaintiffs’ Brief at 38. According to

Plaintiffs, this establishes specific personal jurisdiction under Pennsylvania’s

long-arm statute, 42 Pa.C.S. § 5322(a). Fanjul counters that Plaintiffs have

never alleged any connection between their claims and Pennsylvania to

support specific personal jurisdiction. As a result, Fanjul contends, any alter




____________________________________________


12 The trial court also found that it lacked general personal jurisdiction over
Fanjul because neither Fanjul nor its subsidiaries were incorporated in
Pennsylvania or had their principal place of business here. T.C.O. at 18.
Plaintiffs do not challenge this determination.

13 The alleged alter egos include the previously-mentioned Central Romana
Corporation, Ltd., American Sugar Refining, Inc., ASR Group International,
Inc. and Domino Foods, Inc. None of these entities are incorporated or have
their principal place of business in Pennsylvania.


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ego analysis of its subsidiaries is unnecessary because Plaintiffs’ claims are

not connected to Pennsylvania.

      We agree with Fanjul that we need not undertake any alter ego analysis

of Fanjul and its subsidiaries. Plaintiffs are Dominican residents claiming that

they were injured in the Dominican Republic by products that were neither

developed nor made in Pennsylvania. To invoke specific personal jurisdiction,

a plaintiff’s claims must “arise out of or relate to” the defendant’s activities in

the forum state.      Hammons, 190 A.3d at 1262.             This is reflected in

Pennsylvania’s long-arm statute, which gives courts personal jurisdiction over

defendants or their agents “as to a cause of action or other matter arising”

from specified particular types of contact with Pennsylvania.          42 Pa.C.S.

§ 5322(a) (emphasis added). Plaintiffs have never alleged that their claims

arise from any contacts Fanjul or any of its subsidiaries have with

Pennsylvania. As a result of failing to so allege, Plaintiffs cannot establish

specific personal jurisdiction.

      Plaintiffs nevertheless argue that Fanjul is subject to specific personal

jurisdiction because it has placed sugar into the “stream of commerce,”

including in Pennsylvania. However, “[s]tream of commerce cases typically

involve an injury allegedly caused by a product or part manufactured by a

nonresident defendant and placed into the stream of commerce without

knowledge of its eventual destination.” Zeger v. Joseph Rhodes, Ltd., 775

F. Supp. 817, 820 (M.D. Pa. 1991). Because Plaintiffs do not allege that they


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were injured in Pennsylvania by a product produced by Fanjul, their effort to

invoke “stream of commerce” for specific personal jurisdiction is unavailing.

       Recognizing this deficiency, Plaintiffs urge this Court to expand the

“stream of commerce” theory for specific personal jurisdiction.                     Plaintiffs’

Reply Brief at 2-3. We decline to do so. Plaintiffs’ proposed expansion would

effectively subject defendants to specific personal jurisdiction in any forum in

which it distributes a product, regardless of there being any connection

between     the   defendant’s      forum       contacts   and   the   plaintiff’s     claims.

Accordingly, the trial court correctly found that it lacked specific personal

jurisdiction over Fanjul.14

                                               B.

       Plaintiffs next challenge the trial court’s determination that it lacked

personal jurisdiction over Inicia. As they did with Fanjul, Plaintiffs allege that


____________________________________________


14 Plaintiffs also claim that the trial court should have compelled Fanjul to
produce certain documents and witnesses after it deferred ruling on Fanjul’s
preliminary objections. However, there was no need for further discovery
because the issue raised by the preliminary objections was whether the
allegations in the complaint were legally sufficient to support specific personal
jurisdiction. Plaintiffs do not allege that their claims arise out of any forum
contacts with Pennsylvania by Fanjul or any of its alleged alter egos. The trial
court therefore did not err in ruling on Fanjul’s preliminary objections after
already providing Plaintiffs with two rounds of jurisdictional discovery. See
Nutrition Management Services, Co. v. Hinchcliff, 926 A.2d 531, 536 (Pa.
Super. 2007) (finding jurisdictional discovery was unnecessary when the issue
raised by preliminary objections was whether allegations in plaintiff’s
complaint were legally sufficient to sustain specific personal jurisdiction).




                                           - 20 -
J-A10040-20


Inicia controls a “sugar empire” through various alter ego subsidiaries,

specifically, Ingenio Cristóbal Colón (Cristóbal Colón) and Compañía Anónima

de Explotaciones Industriales (CAEI). Plaintiffs focus almost exclusively on

the interconnectedness of these entities, and then argue that the actions of

Cristóbal Colón and CAEI can be imputed to Inicia. Plaintiffs’ Brief at 15-22,

41-43. In contrast to Fanjul, however, Plaintiffs contend that the trial court

had both general and specific personal jurisdiction over Inicia. Id. at 43-45.15

       First, Plaintiffs fail to explain how Pennsylvania would have general

personal jurisdiction over Inicia, which is incorporated in the British Virgin

Islands and based in Santa Domingo, Dominican Republic.16 Plaintiffs argue

that Inicia’s lack of physical presence in Pennsylvania is not determinative of

general personal jurisdiction, but then fail to point to any evidence that Inicia

through its alleged alter egos carries on “a continuous and systematic part of

its general business within this Commonwealth.” 42 Pa.C.S § 5301(a)(2)(iii).


____________________________________________


15 As noted before, Plaintiffs also raise a discovery claim concerning Inicia,
arguing that the trial court erred in denying additional jurisdictional discovery
against Inicia. However, Plaintiffs waited until their reply brief to provide
argument in support of this claim. Rule of Appellate Procedure 2113 states
that an “appellant may file a brief in reply to matters raised by appellee's brief
not previously raised in appellant's brief.” Pa.R.A.P. 2113(a). An appellant is
prohibited from using their reply brief as a vehicle to argue issues raised but
inadequately developed in their original brief. Commonwealth v. Fahy, 737
A.2d 214, 219 n.8 (Pa. 1999) (citations omitted). The issue is thus waived.

16 None of Inicia’s alleged alter egos are incorporated or have their principal
place of business in Pennsylvania. At oral argument, Inicia stated that they
were not sugar growers but a management company.


                                          - 21 -
J-A10040-20


The trial court thus correctly concluded that it lacked general personal

jurisdiction over Inicia.

       Plaintiffs likewise provide little argument about specific personal

jurisdiction, arguing merely that “the facts supported application of the stream

of commerce theory to establish personal jurisdiction over Inicia.” Plaintiffs’

Brief at 45. As we explained in relation Fanjul, this is a misapplication of the

“stream of commerce” theory of specific personal jurisdiction. Plaintiffs are

Dominican residents who allege that they were injured in the Dominican

Republic; they do not allege that Inicia produced a product that was placed

into the stream of commerce that ultimately injured them in Pennsylvania.

Accordingly, Plaintiffs’ claim as to Inicia fails.17

                                               C.

       Plaintiffs next argue that the trial court had personal jurisdiction over

Drexel on two separate bases: (1) Drexel has substantial contacts with

Pennsylvania to permit general personal jurisdiction; and (2) Drexel




____________________________________________


17 Inicia asks this Court to sanction Plaintiffs under Pa.R.A.P. 2744, urging this
Court to deem Plaintiffs’ appeal to be frivolous. “In determining the propriety
of [sanctions], we are ever guided by the principle that an appeal is not
frivolous simply because it lacks merit[; r]ather, it must be found that the
appeal has no basis in law or fact.” U.S. Claims v. Dougherty, 914 A.2d
874, 878 (Pa. Super. 2006). Though we have determined that Plaintiffs’ issues
as to Inicia lack merit, we decline to impose sanctions on Plaintiffs for filing
this appeal, especially since Inicia is the only party requesting that we do so.


                                          - 22 -
J-A10040-20


consented to jurisdiction by registering its products under Pennsylvania’s

Pesticide Control Act of 1973 (Pesticide Control Act), 3 P.S. §§ 111.21-112.

                                        1.

      Plaintiffs first claim that the trial court had general personal jurisdiction

over Drexel. As we explained above, after the United States Supreme Court’s

decision in Daimler, general personal jurisdiction “will not lie” in a state in

which a corporation is neither incorporated nor has its principal place of

business. Hammons, 190 A.3d at 1261. Recognizing this, Plaintiffs argue

that Drexel qualifies as an “exceptional case” under Daimler where general

personal jurisdiction may be allowed over a corporation when its activities in

a state are “so substantial and of such a nature as to render the corporation

at home in that [s]tate.” Daimler, 571 U.S. at 139 n.19.

      Drexel is a chemical manufacturer of agricultural products that is

incorporated in Tennessee and based in Memphis, Tennessee.                 Drexel

produced six products that Plaintiffs alleged caused their injuries: Pas 80;

MSMA 72 SL; Drexel Terbutrina 50 SC; Diuron 80 SP; Drexel Ametrina 50 SC;

and 2-4 DB. Drexel’s products are developed in Memphis and manufactured

in Tennessee, Mississippi and Georgia.         Drexel then sells its products to

distributors who, in turn, the sell them to customers. Out of Drexel’s over

100 customer distributors, less than 20 are licensed to do business in

Pennsylvania, and only one is actually located in state.




                                      - 23 -
J-A10040-20


      For products shipped directly to Pennsylvania, Drexel’s reported sales

revenue totaled 2.26% in 2016 and 2.89% in 2017 out of its total sales

revenue. These totals do not include shipments outside of Pennsylvania that

are later shipped into the state.         Drexel’s corporate-designee, however,

estimated that if those totals were included in its Pennsylvania sales revenue

it would be no higher than 5% of its total sales revenue.

      Additionally, Drexel has no plants or offices in Pennsylvania; its in-state

physical presence is limited to a leased warehouse in Bucks County. Nor does

Drexel have any employees or officers in state. Its closest employee is its

Northeast sales representative, who is based in New Jersey. Drexel also does

not directly advertise or market its products in Pennsylvania.

      Based on our review, this is not an “exceptional case” in which Drexel

can   be   constitutionally   subjected    to   general   personal   jurisdiction   in

Pennsylvania. In BNSF Railway Co. v. Tyrell, 137 S. Ct. 1549 (2017), the

United States Supreme Court addressed what constitutes an “exceptional

case” under Daimler to allow general jurisdiction over a nonresident

corporation outside of its place of incorporation and principal place of business.

There, North and South Dakota filed a civil action Montana state court against

BNSF, a Delaware-incorporated railway company with its principal place of

business in Texas.    BNSF maintained over 2,000 miles of railroad track in

Montana (about 6% of its total track mileage); employed about 2,100 workers

there (less than 5% of its total work force); had only one of its 24 automotive


                                      - 24 -
J-A10040-20


facilities within the state; and generated less than 10% of its total revenues

in the state.   Id. at 1554.   Finding these contacts insufficient to establish

general personal jurisdiction, the BNSF Court explained:

      BNSF … is not incorporated in Montana and does not maintain its
      principal place of business there. Nor is BNSF so heavily engaged
      in activity in Montana as to render it essentially at home in that
      State. As earlier noted, BNSF has over 2,000 miles of railroad
      track and more than 2,000 employees in Montana. But, as we
      observed in Daimler, the general jurisdiction inquiry does not
      focus solely on the magnitude of the defendant's in-state contacts.
      Rather, the inquiry calls for an appraisal of a corporation's
      activities in their entirety; a corporation that operates in many
      places can scarcely be deemed at home in all of them.

Id. at 1559 (internal quotation marks, alterations, and citations omitted).

      As the trial court observed, Drexel’s contacts with Pennsylvania pale in

comparison with those that the BNSF Court found to be insufficient to qualify

as a Daimler “exceptional case” allowing general jurisdiction over a

nonresident corporation. See T.C.O. at 9-10. With no offices in Pennsylvania,

Drexel’s physical presence in state is limited to leasing a single warehouse to

store its products for distribution in the Northeast. Likewise, Drexel has no

employees or officers in Pennsylvania; its nearest employee is a sales

representative in New Jersey.     Moreover, Drexel has only one distributor

customer in Pennsylvania that accounts for less than 3% of its total gross

revenue. Even if its shipments outside of Pennsylvania that are then shipped

into the state were included, Drexel’s revenues for Pennsylvania would still

total less than 5% of their total revenues.     Finally, Drexel has no direct

marketing or advertising in Pennsylvania.

                                     - 25 -
J-A10040-20


        Despite these facts, Plaintiffs ask us to reject the trial court’s reliance

on BNSF but provide no argument explaining why Drexel’s contacts with

Pennsylvania are greater than those that the BNSF Court found to be

insufficient. Moreover, Plaintiffs fail to point us to any Pennsylvania court has

ever applied the purported Daimler “exceptional case” exception. Nor do

Plaintiffs cite any federal or state court, post-Daimler, holding that a

corporate defendant’s contacts with a forum were so substantial as to permit

general personal jurisdiction outside of its place of incorporation or principal

place of business. Accordingly, the trial court correctly found that Drexel’s

contacts with Pennsylvania were insufficient to constitutionally allow general

personal jurisdiction.

                                               2.

        Plaintiffs next claim that Drexel has consented to general jurisdiction in

Pennsylvania by registering its pesticides under the Pesticide Control Act.

Though Drexel has neither registered as a foreign corporation doing business

in Pennsylvania nor consented to jurisdiction here, Plaintiffs contend that

Drexel’s registration of its pesticides is tantamount to registering as a foreign

corporation in Pennsylvania and thus subjecting itself to personal jurisdiction

under 42 Pa.C.S. § 5301(a)(2).18


____________________________________________


18   Section 5301 of the Judicial Code provides, in relevant part:




                                          - 26 -
J-A10040-20


       In support, Plaintiffs rely on the declaration of purpose of the Pesticide

Control Act, which is to “to regulate in the public interest, the labeling,

distribution, storage, transportation, use, application, and disposal of

pesticides.” 3 P.S. § 111.23. The Pesticide Control Act requires that “[e]very

pesticide which is distributed in this State shall be registered[.]”        3 P.S.

§ 111.25a(a). “Distribute” is defined in the Act as “offer for sale, hold for sale,

sell, barter, or supply pesticides in this State.” 3 P.S. § 111.24. Based on

this, Plaintiffs believe that Drexel understood that it was subjecting itself to

general personal jurisdiction in Pennsylvania. We disagree.




____________________________________________


       (a) General rule.--The existence of any of the following
       relationships between a person and this Commonwealth shall
       constitute a sufficient basis of jurisdiction to enable the tribunals
       of this Commonwealth to exercise general personal jurisdiction
       over such person, or his personal representative in the case of an
       individual, and to enable such tribunals to render personal orders
       against such person or representative:

                                      *        *   *

          (2) Corporations.--

              (i) Incorporation under or qualification as a foreign
              corporation under the laws of this Commonwealth.

              (ii) Consent, to the extent authorized by the consent.

              (iii) The carrying on of a continuous and systematic
              part    of    its  general   business   within  this
              Commonwealth.

42 Pa.C.S. § 5301(a)(2)(i)-(iii).


                                          - 27 -
J-A10040-20


      Besides citing no case law in support of its claim, Plaintiffs are asking us

to ignore that the Pesticide Control Act contains no provisions notifying

registrants that they will be subjected to general personal jurisdiction in

Pennsylvania under 42 Pa.C.S. § 5301.         This stands in contrast to foreign

corporations and limited liability companies being required under the

Pennsylvania Associations Code, 15 Pa.C.S. §§ 101-419, to register with the

Department of State before conducting business in Pennsylvania. 15 Pa.C.S.

§ 411(a). By registering to do business here, those entities are put on notice

that our courts will be permitted to exercise general personal jurisdiction over

any cause of action that is asserted against them. 42 Pa.C.S. § 5301(a)(2)(i).

      Significantly, this Court has held that, even after Daimler, consent by

registration remains a viable method of obtaining personal jurisdiction

because the party has waived challenging personal jurisdiction “by registering

to do business under a [statutory framework] which specifically advises the

registrant of its consent by registration.”         Webb-Benjamin, LLC v.

International Rug Group, LLC, 192 A.3d 1133, 1139 (Pa. Super. 2018)

(quoting Bors v. Johnson & Johnson, 208 F.Supp.3d 648, 655 (E.D. Pa.

2016)) (emphasis in original).     Indeed, one of the purposes of requiring

registration of foreign corporations is to facilitate the subjection of those

corporations to Pennsylvania courts and ensuring that citizens have access to

information in their dealings with them.        15 Pa.C.S. § 412, Comments;

Hoffman Const. Co. v. Erwin, 200 A. 579, 580 (Pa. 1938) (purpose of


                                     - 28 -
J-A10040-20


registration “is to bring foreign corporations doing business in this State within

the reach of legal process”).

      Additionally, as Drexel observes, the Pesticide Control Act requires

manufacturers to not only register its pesticides that it offers to sell or actually

sells in Pennsylvania, but also to register any pesticides that it holds for sale,

supplies, transports, or delivers for transport in state.        3 P.S. § 111.24

(“Distribute” means to offer for sale, hold for sale, sell, barter, or supply

pesticides in this State.”); 3 P.S. § 111.28(a)(1) (“No person shall distribute,

transport, or deliver for transportation, into, through or within this

Commonwealth … [a]ny pesticide which has not been registered pursuant to

the provisions of this act.”).        As a result, certain activities require

manufacturers to register their pesticides with Pennsylvania but do not also

obligate them to register as a foreign corporation.        We, therefore, cannot

conclude that registrants under the Pesticide Control Act voluntarily consent

to general personal jurisdiction simply by registering their pesticides with

Pennsylvania.

                                        D.

      In their final challenge, Plaintiffs argue that the trial court erred in

concluding that it lacked general personal jurisdiction over UPL, which is an

Indian corporation based in Mumbai, India. Plaintiffs alleged that UPL are the

manufacturers of Asulox SL 40, one of the pesticides that they were exposed

to during their work. Because UPL is neither incorporated nor has its principal


                                      - 29 -
J-A10040-20


place of business in Pennsylvania, Plaintiffs seek to impute Pennsylvania’s

general personal jurisdiction over UPL’s subsidiary UPI, which is based in

Pennsylvania. Plaintiffs maintain that UPI is controlled by UPL and that it is

permissible for UPL to be subjected to general personal jurisdiction in

Pennsylvania under an alter ego theory of jurisdiction.

       While there are few cases addressing it, there is Pennsylvania precedent

for an alter ego theory of personal jurisdiction over a foreign corporation. 19



____________________________________________


19 Citing Daimler, the trial court held that UPI’s general personal jurisdiction
could not be imputed to UPL even if it determined that UPI was a wholly-
owned subsidiary of UPL. T.C.O. at 11. The Daimler Court held that a
German car manufacturer could not be subjected to general personal
jurisdiction in California, even with its New Jersey-based subsidiary’s contacts
imputed to it and those contacts being deemed sufficient to render the
subsidiary “at home” California. Daimler, 571 U.S. at 136-39. Justifiably,
some federal courts have questioned whether general personal jurisdiction
over a foreign parent corporation may be imputed through its subsidiary. See,
e.g., Sabol v. Bayer Healthcare Pharm., Inc., ___ F.Supp.3d ___, 2020
WL 705170, at *8 (S.D.N.Y. Feb. 12, 2020) (observing that, post-Daimler,
“it is not entirely clear that courts may impute general jurisdiction from a
domestic entity to a foreign entity”).

However, the Daimler Court was reviewing the Ninth Circuit’s agency theory
of jurisdiction, noting that it represented “a less rigorous test” than the more
stringent alter ego approaches developed by other Circuit Courts of Appeals.
Daimler, 571 U.S. at 134-35 (observing that “several Courts of Appeals have
held ... that a subsidiary's jurisdictional contacts can be imputed to its parent
only when the former is so dominated by the latter as to be its alter ego”).
Because the Daimler Court did not explicitly disavow application of the alter
ego approach to general personal jurisdiction, we will address the merits of
Plaintiff’s alter ego argument in regards to UPL. See Seeley, 206 A.3d at
1134-35 (this Court finding that foreign parent was not subject to general
personal jurisdiction in Pennsylvania based on its subsidiary being located in
Delaware County).


                                          - 30 -
J-A10040-20


Generally, a corporate parent will retain its distinct identity and not be subject

to the jurisdictions of its subsidiaries, even when it shares common directors,

officers and shareholders. Botwinick v. Credit Exch., Inc., 213 A.2d 349,

354 (Pa. 1965). In Botwinick, however, our Supreme Court explained:

      There is a well recognized exception to these general rules if the
      record demonstrates that the subsidiary is the ‘alter ego’ of the
      parent to the extent that domination and control by the parent
      corporation renders the subsidiary a mere instrumentality of the
      parent; under such extreme circumstances the parent corporation
      may be held to be doing business within the state under the facade
      of the subsidiary[.]

Id. (internal citations omitted); Barber v. Pittsburgh Corning Corp., 464

A.2d 323, (Pa. Super. 1983) (personal jurisdiction established where

defendants purposely availed themselves of benefits and protections of

Pennsylvania law and substantially conducted recurring business affairs

through operations of its industrial subsidiaries).

      While this inquiry has rarely been addressed since Botwinick, our sister

federal courts have frequently addressed alter ego jurisdiction and developed

the pertinent inquiry. Under the alter-ego theory of personal jurisdiction, “if

a subsidiary is ‘merely the agent’ of its parent corporation or the parent

corporation ‘controls’ the subsidiary, ‘then personal jurisdiction exists over the

parent whenever personal jurisdiction (whether general or specific) exists over

the subsidiary.’ ” Lutz v. Rakuten, Inc., 376 F. Supp. 3d 455, 470–71 (E.D.

Pa. 2019) (quoting Shuker v. Smith & Nephew, PLC, 885 F.3d 760, 781

(3d Cir. 2018)).


                                      - 31 -
J-A10040-20


      The theory applies only if “the degree of control exercised by the parent

is greater than normally associated with common ownership and directorship”

and “the parent controls the day-to-day operations of the subsidiary such that

the subsidiary can be said to be a mere department of the parent.” Action

Mfg. Co. v. Simon Wrecking Co., 375 F. Supp. 2d 411, 422 (E.D. Pa. 2005)

(citation omitted).

      In determining whether a subsidiary is the alter ego of its parent

corporation, courts consider the following factors:

      (1) ownership of all or most of the stock of the related corporation;
      (2) common officers and directors; (3) common marketing image;
      (4) common use of a trademark or logo; (5) common use of
      employees; (6) integrated sales system; (7) interchange of
      managerial and supervisory personnel; (8) performance by the
      related corporation of business functions which the principal
      corporation would normally conduct through its own agent or
      departments; (9) acting of the related corporation as marketing
      arm of the principal corporation, or as an exclusive distributor;
      and (10) receipt by the officers of the related corporation of
      instruction from the principal corporation.

Lutz, 376 F. Supp. 3d at 47 (quotations and citations omitted).

      “These factors are best viewed as a non-exclusive guide to help resolve

the broader issue of whether the companies have a single functional and

organic identity.” Simeone ex rel. Estate of Albert Francis Simeone, Jr.

v. Bombardier-Rotax GmbH, 360 F. Supp. 2d 665, 676 (E.D. Pa. 2005)

(internal quotation omitted). Thus, “no one aspect of the relationship between

two corporations unilaterally disposes of the analysis, and the court may

consider   any    evidence    bearing     on   the    corporations'   functional


                                     - 32 -
J-A10040-20


interrelationship.”   In re Chocolate Confectionary Antitrust Litigation,

674 F. Supp. 2d 580, 598 (M.D. Pa. 2009).

      Plaintiffs’ argument, which is less than a page-and-a-half and contains

no citations to either the record or case law, highlights a few facts developed

through discovery that they assert weigh in favor of finding that UPI is the

alter ego of UPI. First among these, Plaintiffs emphasize that UPL is expected

to follow UPL’s policies and that their compliance is monitored, with these

policies including marketing coordination, human resources, contracting

requirements, and coordination of operating expenses.

      However, monitoring and gathering information about a subsidiary’s

performance is typical in a parent-subsidiary relationship and does not involve

the kind of day-to-day control needed to establish an alter ego relationship.

See In re Chocolate Confectionary Antitrust Litigation, 641 F. Supp. 2d.

367, 386 (M.D. Pa. 2009) (approval of budgets and gathering information

about corporate performance typify standard parent-subsidiary interactions).

Further, compliance with corporate-wide accounting, finance, or sales

protocols are likewise typical of the parent-subsidiary relationship.      Id.

(“Uniformity in finance procedure is a practical necessity for global

conglomerates to monitor corporate growth and maximize efficiency, and




                                    - 33 -
J-A10040-20


imposition of mandatory financial reporting does not divest subsidiaries of

control over daily operating activities.”) (citation omitted).20

       Plaintiffs next highlight that UPI is free to use UPL’s trademark symbol

without any compensation.          While this may be indicative of an alter ego

relationship, it would not rise to the level of necessary control to establish it.

See In re Enterprise Rent-A-Car Wage & Hour Employment Practices

Litigation, 735 F. Supp. 2d 277, 323 (W.D. Pa. 2010) (finding common

marketing image and joint use of trademarked logos does not alone justify

finding alter ego relationship).

       Plaintiffs also assert that UPI is the exclusive sales agent of UPL

agricultural products in the United States.        UPL sells its products to its

subsidiaries outside of India, who then, in turn, sells them to UPI.21 Plaintiffs’

argument, however, is undercut by the fact that UPI is free to purchase and

sell products made by other manufacturers. Thus, whatever weight that can

be attached to UPL selling its products in the US through UPI in the United



____________________________________________


20 In fact, UPL’s general counsel, Rohit Kumar, explained in his deposition that
only UPI reported to UPL through one employee, namely, UPI’s president or
vice president of business, who would report UPL’s global sales director.
Deposition of Rohit Kumar, 7/24/18, at 30. Kumar classified this reporting as
being a performance review in the nature of a supervisory capacity. Id.
Significantly, Kumar stated that UPL does not have involvement in the day-
to-day operations of UPI. Id. at 39.

21UPL does direct sales to the United States, but it is a relatively miniscule
portion of their global sales, accounting for 0.09% in 2017 and 0.16% in 2018.


                                          - 34 -
J-A10040-20


States is diminished by the fact that UPI does not exclusively sell UPL

products. Plaintiffs acknowledge this in their brief but fail to explain why this

does not undermine their exclusive agent argument.

       Moreover, as UPL points out in their brief, there were a number of factors

that weigh in favor of UPI not being an alter ego of UPL, namely, (1) UPL owns

none of UPI’s stock; (2) no common officers or directors between the two

entities; (3) no common use of employees; and (4) no interchange of

managerial or supervisory personnel. All of this is in addition to neither entity

sharing bank accounts; maintaining separate financial and accounting

records; having separate employees; and UPI being adequately and

independently financed. Significantly, Plaintiffs do not contest any of these

facts, all of which strongly weigh in favor of finding that UPL and UPI exercise

a typical parent-subsidiary relationship rather than UPI being the mere

instrumentality of UPL.22

       Accordingly, we find that the trial court did not err in finding that

Plaintiffs could not impute UPI’s general personal jurisdiction in Pennsylvania

to UPL through an alter ego theory of jurisdiction.


____________________________________________


22 Though Plaintiffs’ alter ego theory is lacking under the facts of this case,
alter ego theory remains a viable avenue for asserting personal jurisdiction
when there is evidence that a Pennsylvania subsidiary is the mere
instrumentality of its parent corporation. See Williams by Williams v. OAO
Severstal, No. 938 WD 2017 (Pa. Super. filed October 3, 2019) (unpublished
memorandum) (finding specific personal jurisdiction based on defendant
parent corporation using its subsidiary as its mere Pennsylvania
instrumentality).

                                          - 35 -
J-A10040-20


     Orders affirmed.

Judgment Entered.




Joseph D. Seletyn, Esq.
Prothonotary



Date: 7/10/20




                          - 36 -
