Celgard, LLC v. Sk Innovation Co., Ltd. , 792 F.3d 1373 ( 2015 )

United States Court of Appeals
for the Federal Circuit
______________________
CELGARD, LLC,
Plaintiff-Appellant
v.
SK INNOVATION CO., LTD.,
Defendant-Appellee
______________________
2014-1807
______________________
Appeal from the United States District Court for the
Western District of North Carolina in No. 3:13-cv-00254-
MOC-DSC, Judge Max O. Cogburn, Jr.
______________________
Decided: July 6, 2015
______________________
MARTIN RICHARD LUECK, Robins, Kaplan, Miller &
Ciresi, LLP, Minneapolis, MN, argued for plaintiff-
appellant. Also represented by ANDREW DOUGLAS
HEDDEN, JAMIE R. KURTZ; BRYAN J. VOGEL, New York, NY.
J. MICHAEL JAKES, Finnegan, Henderson, Farabow,
Garrett & Dunner, LLP, Washington, DC, argued for
defendant-appellee. Also represented by CHARLES
THOMAS COLLINS-CHASE, HALA S. MOURAD; CORTNEY
SCOTT ALEXANDER, Atlanta, GA; CHARLES HYUK SUH,
Reston, VA.
______________________
2 CELGARD, LLC v. SK INNOVATION CO., LTD.
Before NEWMAN, REYNA, and WALLACH, Circuit Judges.
REYNA, Circuit Judge.
Celgard, LLC appeals the dismissal of its patent in-
fringement suit by the United States District Court for
the Western District of North Carolina for lack of person-
al jurisdiction. The district court determined it lacked
personal jurisdiction over SK Innovation Co., Ltd. (“SKI”)
under either a purposeful-direction theory or a stream-of-
commerce theory. For the reasons set forth below, we
affirm the dismissal.
I. BACKGROUND
A. THE PARTIES AND THEIR BUSINESSES
Celgard is a developer and manufacturer of battery
membranes. The membranes Celgard develops are used
to separate chemical cell components in lithium-ion
batteries, preventing contact between the positive and
negative electrodes. Celgard developed a separator
technology that uses a ceramic composite coating that
helps prevent electrical shorting. Celgard obtained a
patent for the ceramic-coated separator technology, Unit-
ed States Patent No. 6,432,586 (“ ’586 patent”). This
technology is used in rechargeable batteries in several
emerging industries, including electronic vehicles (“EV”)
and consumer electronic (“CE”) devices such as laptops
and cellular phones. Celgard is headquartered in Char-
lotte, North Carolina.
SKI is a manufacturer of separators for use in lithi-
um-ion batteries. SKI mainly supplies the separators to
third-party manufacturers. But SKI also manufactures
batteries that include the separators it produces. SKI’s
principal place of business is in Seoul, Korea. All of SKI’s
design, manufacturing, and sales operations are based in
Korea.
CELGARD, LLC v. SK INNOVATION CO., LTD. 3
B. PROCEDURAL HISTORY
In April 2013, Celgard sued SKI for infringement of
the ’586 patent in the Western District of North Carolina.
Celgard alleged in the complaint that SKI’s separators
infringed the ’586 patent. Celgard sought to establish the
district court’s jurisdiction based on allegations that SKI
purposefully directed activities at the forum state through
sales and offers for sale of its accused separators to resi-
dents of North Carolina. J.A. 66. The complaint did not
specify to whom the offers or sales were made.
SKI moved to dismiss the complaint for lack of per-
sonal jurisdiction on the basis of an absence of evidence
that SKI ever sold or offered for sale the accused products
in North Carolina. J.A. 129–31. In support of its motion,
SKI provided a sworn declaration from a senior manager
of SKI, stating that all of SKI’s sales are to customers
outside of the United States. J.A. 111. The declarant
stated that SKI had no knowledge of any established sales
channels in North Carolina for its battery separators, and
that SKI had no control over where or to whom SKI’s
customers subsequently sold or distributed batteries
incorporating SKI’s separators. Id. SKI, through the
declarant, agreed to be subject to specific personal juris-
diction in New York State. J.A. 113.
Celgard opposed SKI’s motion. In its opposition, Cel-
gard continued to assert that SKI was subject to personal
jurisdiction under a purposeful-direction theory, based on
offers for sale to a customer in North Carolina. J.A. 146.
Celgard argued that jurisdiction was proper under a
stream-of-commerce jurisdictional theory, based on al-
leged sales by SKI to third-party manufacturers of CE
devices who, in turn, offer the devices for sale in North
Carolina. Id. Celgard also filed an alternative motion for
jurisdictional discovery related to sales and offers for sale
of the accused products in North Carolina. J.A. 307.
4 CELGARD, LLC v. SK INNOVATION CO., LTD.
The district court granted Celgard’s motion to conduct
jurisdictional discovery. J.A. 85. It also denied SKI’s
motion to dismiss for lack of personal jurisdiction without
prejudice to SKI’s right to renew its motion following
jurisdictional discovery. J.A. 108. During jurisdictional
discovery, Celgard deposed SKI’s 30(b)(6) witness, sub-
poenaed numerous third parties, and obtained discovery
from EV distributor Kia Motors of America (“KMA”) and
CE manufacturers Dell and Apple. Appellant’s Br. 10; cf.
J.A. 704, 725. Neither party requested a jurisdictional
hearing, and the court did not conduct one.
After the close of jurisdictional discovery, SKI re-
newed its motion to dismiss for lack of personal jurisdic-
tion. SKI argued that jurisdictional discovery failed to
establish jurisdiction on the basis of sales or offers for sale
of the accused products in North Carolina, or that SKI
directed any activities to that state. J.A. 701–03. SKI
further argued that Celgard could not base jurisdiction on
a stream-of-commerce theory because Celgard produced
no evidence that any of SKI’s accused products had been
present in North Carolina. J.A. 704. Celgard opposed
SKI’s renewed motion to dismiss.
SKI’s motion came before a magistrate judge, who
recommended that SKI’s motion to dismiss be granted
and that the case be dismissed for lack of personal juris-
diction. J.A. 8. The magistrate judge explained that
jurisdictional discovery “revealed precious little, if any
contacts between SKI and North Carolina.” J.A. 4. The
magistrate judge found that there was no evidence of SKI
having sold or offered to sell its products into the forum
state. J.A. 7. Further, none of SKI’s products had been
found in North Carolina. The magistrate judge also found
that there was no evidence that SKI had made any sales
or offers to sell in North Carolina. J.A. 7. Thus, the
magistrate judge concluded that there was no basis to
exercise personal jurisdiction over SKI under either a
CELGARD, LLC v. SK INNOVATION CO., LTD. 5
purposeful-direction or stream-of-commerce theory. J.A.
7.
Celgard moved for reconsideration of the magistrate
judge’s recommendation. The magistrate judge denied
Celgard’s motion for reconsideration. After Celgard
objected to the magistrate judge’s recommendation and
the denial of its motion for reconsideration, the district
court judge adopted the magistrate judge’s recommenda-
tion and dismissed the case for lack of personal jurisdic-
tion. J.A. 16.
Celgard appeals the dismissal for lack of personal ju-
risdiction. We have jurisdiction pursuant to 28 U.S.C.
§ 1295(a)(1).
I. DISCUSSION
On appeal, Celgard contends two types of contacts es-
tablish personal jurisdiction in North Carolina. First,
Celgard argues a “purposeful direction” jurisdictional
theory, under which the advertisements of two Kia auto-
mobile dealers located in North Carolina, which suggest
that the 2015 Kia Soul EV would be available for pur-
chase in North Carolina in late 2014, confer personal
jurisdiction upon the district court. Second, Celgard
advances a “stream of commerce” theory, relying on SKI’s
sales in the CE market to original equipment manufac-
turers (“OEMs”) who distribute the products nationwide,
including in North Carolina.
A. GOVERNING LAW
We review a district court’s determination on personal
jurisdiction without deference, applying our own law
when a patent question exists. Grober v. Mako Prods.,
Inc., 686 F.3d 1335, 1346 (Fed. Cir. 2012) (citations omit-
ted).
Our determination of whether a defendant is subject
to specific personal jurisdiction in the forum state in-
6 CELGARD, LLC v. SK INNOVATION CO., LTD.
volves two inquiries: first, whether the forum state’s long-
arm statute permits service of process and, second,
whether the assertion of jurisdiction is consistent with
due process. Elecs. for Imaging, Inc. v. Coyle, 340 F.3d
1344, 1349 (Fed. Cir. 2003).
Due process requires that the defendant have suffi-
cient “minimum contacts with [the forum state] such that
maintenance of the suit does not offend traditional no-
tions of fair play and substantial justice.” Int’l Shoe Co. v.
Washington, 326 U.S. 310, 316 (1945) (quotation marks
and citation omitted). We determine whether the due
process requirement for specific personal jurisdiction is
met by considering (1) whether the defendant purposeful-
ly directed its activities at residents of the forum state, (2)
whether the claim arises out of or relates to the defend-
ant’s activities with the forum state, and (3) whether
assertion of personal jurisdiction is reasonable and fair.
Grober, 686 F.3d at 1346 (quoting Elecs. for Imaging, 340
F.3d at 1350). The plaintiff bears the burden of affirma-
tively establishing the first two elements of the due
process requirement. Elecs. for Imaging, 340 F.3d at
1350. If the plaintiff meets its burden, the burden shifts
to the defendant to prove that personal jurisdiction is
unreasonable. Id. “The first two factors correspond with
the ‘minimum contacts’ prong” of International Shoe, “and
the third factor corresponds with the ‘fair play and sub-
stantial justice’ prong.” Inamed Corp. v. Kuzmak, 249
F.3d 1356, 1360 (Fed. Cir. 2001).
The parties dispute whether Celgard must prove the
existence of personal jurisdiction under a prima facie
standard or a preponderance of the evidence standard.
Celgard contends that it need only make a prima facie
showing of jurisdiction because the district court did not
hold an evidentiary hearing. SKI disagrees, arguing that
the burden is one of a preponderance of the evidence
because the parties conducted extensive jurisdictional
discovery and no jurisdictional hearing was necessary.
CELGARD, LLC v. SK INNOVATION CO., LTD. 7
The district court agreed with Celgard and applied the
prima facie standard.
We agree with the district court. When the district
court’s determination of personal jurisdiction is based on
affidavits and other written materials, and no jurisdic-
tional hearing is conducted, the plaintiff usually bears
only a prima facie burden. Elecs. for Imaging, 340 F.3d at
1349. On the other hand, we have explained that the
preponderance standard applies where the parties con-
duct jurisdictional discovery but no jurisdictional hearing
was necessary because the parties indicated to the district
court that the jurisdictional facts were not in dispute.
Pieczenik v. Dyax Corp., 265 F.3d 1329, 1334 (Fed. Cir.
2001).
In this case, jurisdictional discovery was conducted
and the district court did not conduct a jurisdictional
hearing, but we see no indication that the parties agreed
that the jurisdictional facts were not in dispute. Because
the parties do not agree on the jurisdictional facts, the
exception in Pieczenik does not apply. As such, Celgard
must make a prima facie showing of jurisdiction. Under
the prima facie burden, the district court must resolve all
factual disputes in the plaintiff’s favor in evaluating the
jurisdictional question. See, e.g., Deprenyl Animal Health,
Inc. v. Univ. of Toronto Innovations Found., 297 F.3d
1343, 1347 (Fed. Cir. 2002).
The parties do not contest whether jurisdiction was
proper under North Carolina’s long-arm statute. Hence,
we consider only the due process inquiry as it relates to
Celgard’s purposeful-direction and stream-of-commerce
theories.
B. Celgard’s Purposeful-Direction Theory
Celgard’s purposeful-direction theory of jurisdiction is
based only on SKI’s involvement in the EV market.
Celgard contends that SKI has purposefully directed its
8 CELGARD, LLC v. SK INNOVATION CO., LTD.
activities to North Carolina residents through a joint
venture, allegedly with “Kia,” to develop batteries for the
2015 Kia Soul EV. Appellant’s Br. 23. Celgard argues
that the joint venture demonstrates the 2015 Kia Soul EV
was actively marketed in North Carolina. This marketing
activity is allegedly shown by the advertisements of the
two Kia dealers that suggest that the Soul EV would be
coming soon to dealerships in North Carolina. According
to Celgard, these ads constitute offers for sale under 35
U.S.C. § 271(a), supporting jurisdiction in North Carolina.
Celgard contends that it is irrelevant that the ads were
placed by the dealers, and not by SKI, because when a
defendant exploits the “typical industry medium” to reach
customers, it has purposefully directed activities to the
forum, establishing jurisdiction. Appellant’s Br. 25 (quot-
ing Momenta Pharm., Inc. v. Amphastar Pharm., Inc., 841
F. Supp. 2d 514, 520–21 (D. Mass. 2012)).
SKI responds that Celgard cannot show that SKI pur-
posefully directed activity toward North Carolina because
it was the dealers, not SKI or KIA, who made the state-
ments that the Soul EVs were soon to arrive in North
Carolina. SKI argues that to succeed on its purposeful-
direction theory of jurisdiction, Celgard must show that
the dealers were either SKI’s alter ego or its agents. SKI
claims that Celgard makes no effort to show the dealers
are SKI’s alter ego, and that Celgard has not provided
evidence as to agency since SKI does not have any rela-
tionship with the Kia dealers or a right to control them.
SKI points out that it has no joint-venture agreement
with KMA; the agreement is with KMC, KMA’s parent
corporation. SKI argues that Celgard has not shown a
chain of imputation from the dealers to KMA to KMC to
SKI, as would be necessary to show jurisdiction under an
agency theory. SKI also contends that Celgard has failed
to show that SKI has any relationship at all with the
dealers.
CELGARD, LLC v. SK INNOVATION CO., LTD. 9
We agree with SKI that personal jurisdiction cannot
be established based on any SKI activity directed toward
North Carolina. There is no record evidence that SKI
purposefully directed its activities, related to the Kia Soul
EV or otherwise, toward the forum state. Thus, we next
consider whether the activities of another party, which
acted on SKI’s behalf, could be imputed to SKI, and thus
establish jurisdiction over SKI
For purposes of specific personal jurisdiction, the con-
tacts of a third-party may be imputed to the defendant
under either an agency or alter ego theory. In order to
establish jurisdiction under the agency theory, the plain-
tiff must show that the defendant exercises control over
the activities of the third-party. See, e.g., Daimler AG v.
Bauman, 134 S. Ct. 746, 759 n.13 (2014) (“[A] corporation
can purposefully avail itself of a forum by directing its
agents or distributors to take action there.”). In Red Wing
Shoe, we rejected the notion that an agency relationship
existed between the defendant and its licensees because
the defendant did not exercise control over the licensees.
Red Wing Shoe Co., Inc. v. Hockerson-Halberstadt, Inc.,
148 F.3d 1355, 1362 (Fed. Cir. 1998). Alternatively, a
plaintiff may establish personal jurisdiction under an
alter ego theory. In Nuance, we found that the out-of-
state corporate defendant purposefully availed itself of
the forum state through an entity acting as its alter ego.
Nuance Commc’ns, Inc. v. Abbyy Software House, 626 F.3d
1222, 1232–33 (Fed. Cir. 2010). The in-state, named
defendant sold the software of a sister company in the
forum state. The named defendant operated as the alter
ego of the sister company, as shown by both entities being
commonly owned and not transacting at arms-length, and
by nearly all of the named defendant’s profits flowing
back to the sister company. Id.Here, Celgard does not point to any evidence on the
record establishing that the dealers were operating either
as SKI’s agents or alter egos. The record does not show
10 CELGARD, LLC v. SK INNOVATION CO., LTD.
any attempt by SKI to purposefully direct or control the
activities of the dealers in North Carolina. As such,
Celgard has not shown the requisite control for jurisdic-
tion to be premised on the acts of agents. Similarly,
Celgard has not alleged facts sufficient to base jurisdic-
tion on the acts of an alter ego. The joint venture agree-
ment is insufficient to establish jurisdiction under an
alter ego theory because the agreement is between SKI
and KMC, a company that is based in Korea. While KMC
is the parent company of KMA, there is no evidence that
KMA or the two Kia dealers were aware of the joint
venture agreement, or that the advertisements were in
any way related to the joint venture. Nor is there any
evidence of common control of the Kia dealers and SKI, or
any flow of profits from the former to the latter. Put
simply, there is no evidence of any relationship between
SKI and the North Carolina Kia dealers. Absent such
evidence, Celgard cannot establish personal jurisdiction
by arguing that SKI was directing its activities to North
Carolina through the Kia dealers there.
We conclude that, the posting of the internet pages by
the North Carolina dealers were unilateral actions taken
by third parties unrelated to SKI. The Supreme Court
has forbidden the exercise of jurisdiction over a defendant
on the basis of unilateral acts of third-parties. In Hanson
v. Denckla, the Supreme Court explained that the “unilat-
eral activity of those who claim some relationship with a
nonresident defendant cannot satisfy the requirement of
contact with the forum State” because it is essential that
the defendant take actions purposefully availing him or
her of the privileges and benefits of the forum state. 357
U.S. 235, 253-54 (1958) (citing Int’l Shoe, 326 U.S. at 319).
This purposeful-availment requirement is tied to the
principle that a defendant should be able to reasonably
foresee litigation in the forum state. Burger King Corp. v.
Rudzewicz, 471 U.S. 462, 474 (1985) (citing World-Wide
Volkswagen Corp. v. Woodson, 444 U.S. 286, 295 (1980);
CELGARD, LLC v. SK INNOVATION CO., LTD. 11
Hanson, 357 U.S. at 253). Indeed, the purposeful-
availment requirement ensures that a foreign defendant
will not be unexpectedly “haled into a jurisdiction solely
as a result of . . . the unilateral activity of . . . a third
person.” Id. at 475. Thus, the unilateral advertising
activities of the Kia dealers do not support the exercise of
jurisdiction over SKI in North Carolina.
Celgard has failed to allege facts that allow it to meet
its burden under a purposeful-availment theory of juris-
diction. We hold that the district court was correct in
declining to exercise jurisdiction over SKI based on any
activity of SKI directed at the forum state, the joint
agreement between SKI and KMC, or the unilateral
actions of the two Kia dealers.
C. Celgard’s Stream-of-Commerce Theory
Celgard asserts an alternative, stream-of-commerce
theory of personal jurisdiction over SKI. This theory is
based on SKI’s participation with CE manufacturers to
use their established distribution channels to avail SKI of
the North Carolina market. Celgard points out that
neither this court, nor the Supreme Court, has decided
whether stream-of-commerce jurisdiction requires merely
placing goods into the stream of commerce with the
expectation that they would be purchased in the forum
state, or if “something more” is required, i.e., the purpose-
ful direction of activities toward the forum. Appellant’s
Br. 26–27.
Celgard argues that, under either formulation of the
stream-of-commerce theory, minimum contacts to satisfy
due process are established whenever a defendant pur-
posefully uses an established distribution channel that
brings the defendant’s products into the forum. According
to Celgard, personal jurisdiction exists if the plaintiff can
show that (1) the defendant purposefully takes advantage
of the channel; and (2) the channel reaches the forum
state. Celgard contends that SKI satisfies these require-
12 CELGARD, LLC v. SK INNOVATION CO., LTD.
ments because it sells separators to other companies, with
established distribution channels, that incorporate the
infringing separators into CE devices that are sold in
North Carolina as a result of those channels. Celgard
alleges that its tests show that separators have been
found in batteries in CE devices purchased in North
Carolina that are consistent with SKI separators. Appel-
lant’s Br. 13–14.
SKI acknowledges that neither this court nor the Su-
preme Court have answered whether mere placement into
the stream of commerce is sufficient to establish jurisdic-
tion, or if “something more” (activities directed at the
forum state) is required. Appellee’s Br. 30. SKI contends
there is no jurisdiction under either test. SKI alleges that
Celgard failed to identify a single accused product in
North Carolina. SKI points out that while Celgard as-
serts that tests of products purchased in North Carolina
are consistent with the use of SKI separators, Celgard
does not show that the tested products use the ceramic
coated separator required by the ’586 patent. Moreover,
Celgard acknowledges that SKI is not the sole supplier for
the manufacturers that supply batteries to Apple and
Dell.
Celgard replies that SKI’s biggest customers provide a
“significant portion” of batteries to Apple and Dell, and
that these companies sell their products in North Caroli-
na. Reply Br. 7–8. Celgard argues that, when combining
these facts with the results of its tests, the only reasona-
ble inference is that SKI’s accused products have made
their way into North Carolina. Celgard further argues
that this evidence, coupled with SKI’s inability to show
that its products were not in North Carolina, meets the
prima facie burden, because it is more likely than not that
SKI’s accused products were present in large quantities in
North Carolina.
CELGARD, LLC v. SK INNOVATION CO., LTD. 13
The precise requirements of the stream-of-commerce
theory of jurisdiction remain unsettled. Whether mere
placement into the stream of commerce is sufficient to
establish jurisdiction, or whether intent that the products
reach the forum is required, can be traced to Asahi Metal
Industry Co. v. Superior Court of California, Solano
County, 480 U.S. 102 (1987). Justice Brennan, joined by
three other justices, opined that mere foreseeability that
the defendant’s product would wind up in the forum state
was sufficient to establish jurisdiction. To Justice Bren-
nan, due process is satisfied when the defendant places a
product into the stream of commerce while being “aware
that the final product is being marketed in the forum
State.” Id. at 117 (Brennan J., concurring in part). Due
process is satisfied because the defendant directly benefits
from “the retail sale of the final product in the forum
State” and indirectly benefits from the “laws that regulate
and facilitate commercial activity.” Id. Justice O’Connor
wrote separately and was joined by three justices. Justice
O’Connor contended that something more than the fore-
seeability of entry of the defendant’s products into the
forum state was required because that low threshold does
not guarantee that due process’ purposeful-availment
requirement is met. According to Justice O’Connor a
“substantial connection . . . between the defendant and
the forum State” must arise out of the activities of the
defendant that are “purposefully directed toward the
forum State.” Id. at 112 (citations and quotation marks
omitted). Merely placing “a product into the stream of
commerce, without more, is not an act of the defendant
purposefully directed toward the forum State.” Id. (em-
phasis added).
The Supreme Court recently reconsidered the re-
quirements for establishing jurisdiction under a stream-
of-commerce theory in McIntyre Machinery, Ltd. v. Nicas-
tro, 131 S. Ct. 2780 (2011). Again, the Court did not reach
consensus on whether something more than foreseeability
14 CELGARD, LLC v. SK INNOVATION CO., LTD.
is required. Writing for a plurality of the Court, Justice
Kennedy held that jurisdiction over the defendant was
improper under a stream-of-commerce theory because the
defendant had not purposefully availed himself of the
forum state’s laws. Specifically, the jurisdictional facts
did not “reveal an intent to invoke or benefit from the
protection of” the laws of the forum state. Id. at 2791.
This court also has declined to take a position on the
requirements of a stream-of-commerce jurisdictional test
because the resolution of the cases did not require us to do
so. AFTG-TG, LLC v. Nuvoton Tech. Corp., 689 F.3d
1358, 1364–65 (Fed. Cir. 2012) (discussing cases). Simi-
larly, in this case, we do not need to resolve the question
as the results of the case are the same under either for-
mulation of the stream-of-commerce test.
Celgard is not able to meet the more flexible foreseea-
bility standard articulated by Justice Brennan in Asahi.
As Justice Brennan explained, due process is satisfied
under the foreseeability standard when the defendant is
aware that the product is being marketed in the forum
state. Asahi, 480 U.S. at 117 (Brennan J., concurring in
part). The defendant’s knowledge gives rise to both the
direct benefit from the retail sale of the defendant’s
product and the indirect benefits related to the laws
enabling commerce in the forum state. Id. Celgard has
not provided evidence that SKI was aware that its ac-
cused separators were marketed in North Carolina. The
record evidence shows only that SKI sells its products to
OEMs, who then sell completed batteries to CE manufac-
tures that resell them in the United States. There is no
evidence establishing that SKI’s products actually enter
the forum state. Celgard’s evidence shows only that tests
of separators from batteries taken from CE devices pur-
chased in North Carolina are not inconsistent with SKI’s
separators. Those tests do not rule out that other manu-
facturers’ separators do not have similar composition or
that the separators were certainly manufactured by SKI.
CELGARD, LLC v. SK INNOVATION CO., LTD. 15
Indeed, Celgard is unable to demonstrate that its own
separators are present in North Carolina.
Celgard’s evidence fails to show that SKI’s separators
actually have been found in North Carolina, much less
that SKI can foresee that its separators will make their
way there. Celgard’s inability to show that SKI can
foresee that its separators will make their way to North
Carolina also necessarily implies that SKI did not also
have “something more,” a purposeful availment of the
privileges and laws of North Carolina, as required by
Justice O’Connor’s formulation of the stream-of-commerce
test. Id. at 112 (plurality opinion). We hold that the
district court correctly declined to exercise jurisdiction
under a stream-of-commerce theory.
CONCLUSION
The district court correctly declined to exercise per-
sonal jurisdiction over SKI under either a purposeful-
direction theory or a stream-of-commerce theory. We note
that Celgard is not without remedy, as SKI consented to
be subject to jurisdiction in New York. Accordingly, we
affirm the district court’s dismissal of the complaint
without prejudice.
AFFIRMED