                                                                            FILED
                             NOT FOR PUBLICATION                             NOV 30 2009

                                                                        MOLLY C. DWYER, CLERK
                      UNITED STATES COURT OF APPEALS                      U .S. C O U R T OF APPE ALS




                             FOR THE NINTH CIRCUIT



SSL AMERICAS, INC.,                              No. 08-55779

               Plaintiff - Appellant,            D.C. No. 3:07-cv-00406-DMS-
                                                 RBB
  v.

MIZUHO MEDY CO., LTD.,                           MEMORANDUM *

               Defendant - Appellee.



                     Appeal from the United States District Court
                        for the Southern District of California
                      Dana M. Sabraw, District Judge, Presiding

                        Argued and Submitted October 9, 2009
                                Pasadena, California

Before:        W. FLETCHER and CLIFTON, Circuit Judges, and SINGLETON, **
               District Judge.

       Plaintiff, SSL Americas, Inc. (“SSL”), seeks review of the district court's

dismissal of its suit against Mizuho Medy Co., Ltd. (“Medy”) for lack of personal

jurisdiction. We have jurisdiction pursuant to 28 U.S.C. § 1291, and we affirm.

          *
             This disposition is not appropriate for publication and is not precedent
except as provided by 9th Cir. R. 36-3.
          **
              The Honorable James K. Singleton, United States District Judge for
the District of Alaska, sitting by designation.
      California’s long-arm statute is the applicable law, and it permits the

exercise of personal jurisdiction over defendants to the extent permitted by the Due

Process Clause of the U.S. Constitution. See Cal. Code Civ. Proc. § 410.10; Doe, I

v. Unocal Corp., 248 F.3d 915, 923 (9th Cir. 2001).

      SSL is a New Jersey corporation with its principal place of business in

Georgia. Medy is a Japanese corporation with its principal place of business in

Tosu City, Japan.

      SSL entered into an Exclusive Supply Agreement with a California

subsidiary of Medy, Mizuho USA (“MUSA”), under which MUSA was to

manufacture pregnancy tests for SSL. MUSA allegedly was unable to fulfill its

obligations under the Agreement due to problems with, and customer complaints

about, the quality of the tests. MUSA has since declared bankruptcy. SSL alleges

that Medy is liable for damages sustained by SSL as a result of the events arising

out of the failed contract.

      General Jurisdiction

      Medy does not, by itself, have the “continuous and systematic” contacts that

“approximate physical presence,” as ordinarily required for general personal

jurisdiction. Schwarzenegger v. Fred Martin Motor Corp., 374 F.3d 797, 801 (9th

Cir. 2004). Thus, general personal jurisdiction is only justified here if subsidiary


                                           2
MUSA’s contacts with California can be imputed to parent Medy. See Doe, I, 248

F.3d at 925-26. They cannot, under any of three theories pressed by SSL.

      First, the “unity of interest and ownership” required for the alter ego theory

is absent. Id. at 926 (internal citation omitted). With respect to the degree of

control exercised by Medy over MUSA’s activities, the relationship between Medy

and MUSA was similar to parent-subsidiary relationships recognized as usual and

appropriate. See United States v. Best Foods, 524 U.S. 51, 69 (1998). MUSA

developed, manufactured, marketed and sold its own products to a number of

clients, including Medy, SSL and other companies. Neither the licensing of

Medy’s technologies for use in those products nor the provision of technical

support by Medy during development and manufacture transform MUSA into

Medy’s alter ego for the purposes of general jurisdiction.

      Second, SSL has not shown that MUSA performed services for Medy such

that MUSA’s presence in California “substitutes for the presence” of Medy, as

required by the agency theory of imputed contacts for general jurisdiction. Doe, I,

248 F.3d at 930 (internal citation omitted). Desirable though the functions MUSA

performed may have been to Medy, those functions were not essential to Medy’s

business which is broader than pregnancy tests alone and is primarily focused in

markets outside the United States.


                                           3
      Third, even if this court adopted the “representative services doctrine”

pressed by SSL (which we decline to do in this case), the outcome would be the

same because the requirements of that doctrine are similar to those for the agency

theory discussed above. See Sonora Diamond Corp. v. Super. Ct., 83 Cal. App. 4th

523, 542-43 (2000).

      We, therefore, affirm the district court’s holding that Medy’s contacts are

insufficient to support an exercise of general jurisdiction in this case.

      Specific Jurisdiction

      This circuit has a three-part test for specific personal jurisdiction. Yahoo,

Inc. v. La Ligue Contre Le Racisme et L’Antisemitisme, 433 F.3d 1199, 1205-06

(9th Cir. 2006). SSL’s case fails on the first two elements, so we do not reach the

third. As noted above, many of Medy’s contacts with California represent the

normal interactions of a parent company with its subsidiary and were directed

toward availing MUSA, not Medy, of business opportunities in California. In

addition, SSL’s claims result primarily from its interactions with the now bankrupt

MUSA. Thus, SSL cannot establish either purposeful availment/direction or

claims arising out of Medy’s California activities, and we affirm the district court

in holding that an exercise of specific jurisdiction over Medy in this case would be

inappropriate.


                                            4
      For the above reasons, we affirm the district court’s dismissal of this suit for

lack of personal jurisdiction over defendant Medy.

      AFFIRMED.




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