Ssl Americas, Inc. v. Mizuho Medy Co., Ltd.

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.
NOT FOR PUBLICATION
UNITED STATES COURT OF APPEALS
FOR THE NINTH CIRCUIT
SSL AMERICAS, INC.,
Plaintiff - Appellant,
v.
MIZUHO MEDY CO., LTD.,
Defendant - Appellee.
No. 08-55779
D.C. No. 3:07-cv-00406-DMS-
RBB
MEMORANDUM *
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.
FILED
NOV 30 2009
MOLLY C. DWYER, CLERK
U .S. C OU R T OF APPE ALS

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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

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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.

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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.

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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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