Loredana Ranza v. Nike, Inc. , 793 F.3d 1059 ( 2015 )

FOR PUBLICATION
UNITED STATES COURT OF APPEALS
FOR THE NINTH CIRCUIT
LOREDANA RANZA, No. 13-35251
Plaintiff-Appellant,
D.C. No.
v. 3:10-cv-01285-
AC
NIKE, INC., an Oregon corporation;
NIKE EUROPEAN OPERATIONS
NETHERLANDS, B.V., a foreign OPINION
corporation,
Defendants-Appellees.
Appeal from the United States District Court
for the District of Oregon
Anna J. Brown, District Judge, Presiding
Argued and Submitted
March 4, 2015—Portland, Oregon
Filed July 16, 2015
Before: Raymond C. Fisher, Richard A. Paez
and Sandra S. Ikuta, Circuit Judges.
Opinion by Judge Fisher
2 RANZA V. NIKE
SUMMARY*
Personal Jurisdiction/Forum Non Conveniens
The panel affirmed the dismissal, on grounds of lack of
personal jurisdiction and forum non conveniens, of a
complaint alleging sex and age discrimination in the
workplace in violation of Title VII and the Age
Discrimination in Employment Act.
The alleged discriminatory conduct occurred in the
Netherlands. The panel held that the contacts with Oregon of
the plaintiff’s employer, a foreign subsidiary of Nike, Inc.,
were insufficient to make the subsidiary amenable to general
personal jurisdiction there. In addition, the plaintiff did not
show that the subsidiary was an alter ego of Nike, and thus
that the district court could attribute Nike’s contacts with the
forum state to the foreign subsidiary for the purpose of
exercising general personal jurisdiction over the subsidiary.
The panel affirmed the dismissal of claims against Nike
under the doctrine of forum non conveniens because the
Netherlands provided a more convenient forum than Oregon,
and the Dutch Equal Treatment Commission was an adequate
alternative forum and had already considered and rejected the
plaintiff’s claims.
*
This summary constitutes no part of the opinion of the court. It has
been prepared by court staff for the convenience of the reader.
RANZA V. NIKE 3
COUNSEL
Richard C. Busse (argued) and Kirsten Rush, Busse & Hunt,
Portland, Oregon, for Plaintiff-Appellant.
Amy Joseph Pedersen (argued) and Laura E. Rosenbaum,
Stoel Rives LLP, Portland, Oregon; Leonard J. Feldman and
Charles E. Gussow, Stoel Rives LLP, Seattle, Washington,
for Defendants-Appellees.
OPINION
FISHER, Circuit Judge:
Plaintiff Loredana Ranza appeals the district court’s
dismissal of her complaint alleging sex and age
discrimination in the workplace in violation of Title VII of
the Civil Rights Act of 1964, 42 U.S.C. §§ 2000e-2, 2000e-3,
and the Age Discrimination in Employment Act of 1967
(ADEA), 29 U.S.C. § 623. Ranza brought claims in the
District of Oregon against her former employer, Nike
European Operations Netherlands, B.V. (NEON), and
NEON’s parent company, Nike, Inc., which is headquartered
in Oregon. The alleged discriminatory conduct occurred in
the Netherlands.
We first hold NEON’s contacts with the state of Oregon
are insufficient to make it amenable to general personal
jurisdiction there, pursuant to Daimler AG v. Bauman, 134 S.
Ct. 746 (2014). We then decide under what circumstances a
court may attribute a parent company’s contacts with the
forum state to its foreign subsidiary for the purpose of
exercising general personal jurisdiction over the subsidiary.
4 RANZA V. NIKE
We hold a court may do so upon a showing that the
subsidiary is an alter ego of its parent, consistent with Doe v.
Unocal Corp., 248 F.3d 915 (9th Cir. 2001). Because Ranza
has not shown NEON is Nike’s alter ego, we affirm the
dismissal of the claims against NEON for lack of personal
jurisdiction. Finally, we affirm the dismissal of the claims
against Nike under the doctrine of forum non conveniens
because the Netherlands provides a more convenient forum
than Oregon to hear Ranza’s claims, the Dutch Equal
Treatment Commission is an adequate alternative forum and
it has already considered and rejected Ranza’s claims.
BACKGROUND
Nike is a global brand of footwear, apparel and sports
equipment whose headquarters are in Oregon. NEON is a
wholly owned subsidiary of Nike, organized as a private
limited liability company under the law of the Netherlands.
NEON enters into licensing agreements with Nike to sell
Nike-branded products primarily in Europe.
Ranza is a United States citizen who resided in the
Netherlands during the events giving rise to this action and
has since moved to Germany. NEON hired her in September
1996 as a product line sales manager after a series of
interviews with both NEON and Nike executives. She
underwent four months of training with Nike in the United
States before she began her job with NEON at the company’s
office in Hilversum, the Netherlands. Ranza alleges she was
subjected to sex and age discrimination during her time at
NEON and was terminated in October 2008 in retaliation for
opposing this discrimination.
RANZA V. NIKE 5
As required under Dutch law, NEON sought approval
from a court located in Hilversum before terminating Ranza.
Ranza was represented by counsel at this proceeding and was
afforded a hearing before the Court of Hilversum. The court
found Ranza’s termination was “neutral,” i.e., that no party
was at fault, and granted NEON permission to terminate her
employment. The court also awarded Ranza approximately
$205,000 in severance pay. Although NEON asked the Dutch
court to rule on whether Ranza had a legitimate claim of
discrimination, the court expressly declined to do so, stating
that such a claim should be brought before the Dutch Equal
Treatment Commission (ETC) or a court in the United States.
While the Court of Hilversum decision was pending,
Ranza initiated a claim of discrimination before the ETC.
According to an English translation of an ETC publication,
the ETC is a “special ‘enforcement institution[]’” established
by the Dutch government to help implement the country’s
equal treatment laws.1 It is separate from the judiciary but
shares some features in common with a judicial tribunal: its
nine commissioners have salary protections, decisional
independence and insulation from firing by the government.
It “provides easy access to an independent and expert
judgement in matters of alleged unequal treatment and/or
discrimination, both for individuals and for private and public
organisations and institutions.” Its proceedings are “less
formal than a court procedure,” but litigants are permitted to
submit evidence, present witnesses and argue their case at a
hearing. When investigating a complaint, the ETC can make
direct inquiries of the parties and call on independent experts
to evaluate the facts.
1
Dutch law prohibits discrimination in employment on the basis of sex
and age, among other protected statuses.
6 RANZA V. NIKE
The ETC does not provide direct relief, however; its
power is in its ability to persuade the parties or a court of law
to act in accordance with its conclusions and
recommendations. It determines whether unlawful
discrimination has occurred and publishes reasoned opinions
applying the law to the facts of a case. It can also make
recommendations to prevent future discrimination. But it has
no authority to enforce its judgments or recommendations.
After the Commission issues a judgment finding
discrimination, it follows up with the parties to determine
whether the defendant has taken remedial actions and to
encourage compliance. Although the ETC cannot impose
penalties or other sanctions on a defendant who fails to
remedy discrimination, a complainant may try to persuade a
court of law to enforce an ETC judgment, either through
money damages or injunctive relief. In such a case, the
Commission’s determination that discrimination has occurred
“can be of great value,” according to the Commission, in part
because the ETC takes considerable effort in drafting its
judgments to make them persuasive to the parties and the
courts. Additionally, the ETC itself may bring legal action in
Dutch courts to enforce its judgments.
Here, the ETC held a hearing on Ranza’s claims of
discrimination in June 2009. Ranza and NEON
representatives were present at the hearing (along with
English translators) and were represented by counsel. At the
conclusion of the hearing, the ETC initiated an investigation
and requested further information from the parties. The ETC
also asked its independent job evaluation expert to investigate
Ranza’s claims and provided the expert’s findings to the
parties to give them an opportunity to respond. After
concluding its investigation, the ETC issued a thorough
opinion in June 2010, finding NEON “ha[d] not discriminated
RANZA V. NIKE 7
[against] L. Ranza during her work on the basis of sex or age,
nor ha[d] [it] acted in violation of the victimization
prohibition [under Dutch law].” The opinion addressed each
of Ranza’s allegations, including her claims that NEON
discriminated against her when it promoted a younger, less
qualified male instead of her; that NEON paid Ranza less
than her more junior male coworkers; and that NEON fired
her because of her sex, age and in retaliation for her
complaints of discrimination. The opinion presented the
facts, law and positions of the parties on each of Ranza’s
claims before concluding they lacked merit.
While the two Dutch proceedings were pending in 2008,
Ranza filed an employment discrimination claim with the
U.S. Equal Employment Opportunity Commission (EEOC)
against NEON, later adding parent-company Nike as a
respondent. The EEOC denied the claim, stating it was
deferring to the findings of the Dutch ETC.
Ranza then filed suit against NEON and Nike in the
District of Oregon, and the case was referred to a magistrate
judge. Nike and NEON moved to dismiss for lack of
personal jurisdiction and other pleading defects. After
permitting jurisdictional discovery, the magistrate judge
concluded the court lacked personal jurisdiction over NEON
because the Dutch company did not have sufficient contacts
with Oregon to justify general jurisdiction. Although he
found NEON was Nike’s “alter ego,” which is a concept
borrowed from corporate law that courts use to impute a local
entity’s contacts to its foreign affiliate to extend jurisdiction
to the latter, he nevertheless determined it would be
unreasonable to exercise jurisdiction over NEON because of
the burden it would place on the company and the
inconvenience of litigating claims in which the relevant
8 RANZA V. NIKE
events and witnesses are “chiefly” located abroad. As for the
claims against Nike, the magistrate judge rejected Nike’s
argument that Ranza had failed to exhaust her administrative
remedies. But he recommended granting Nike’s motion to
dismiss because Ranza presented insufficient evidence that
Nike controlled NEON, which is a prerequisite for extending
liability under Title VII and the ADEA to the activities of an
American company’s foreign subsidiary. He alternatively
recommended the entire case be dismissed for forum non
conveniens, finding Ranza had an adequate and more
convenient alternative forum for her claims in the
Netherlands.
Reviewing the magistrate judge’s findings de novo, the
district court agreed it lacked personal jurisdiction over
NEON and that Ranza had failed to state a claim against Nike
under Title VII or the ADEA, dismissing her claims with
prejudice. The court declined to consider or adopt the
magistrate judge’s recommendations regarding exhaustion of
administrative remedies or forum non conveniens,
determining the lack of jurisdiction over NEON and the
failure to state a claim against Nike fully resolved the case.
Ranza appealed. We have jurisdiction under 28 U.S.C.
§ 1291.
STANDARD OF REVIEW
We review de novo a district court’s dismissal for lack of
personal jurisdiction. See Martinez v. Aero Caribbean,
764 F.3d 1062, 1066 (9th Cir. 2014). “In opposing a
defendant’s motion to dismiss for lack of personal
jurisdiction, the plaintiff bears the burden of establishing that
jurisdiction is proper.” CollegeSource, Inc. v. AcademyOne,
Inc., 653 F.3d 1066, 1073 (9th Cir. 2011). “Where, as here,
RANZA V. NIKE 9
the defendant’s motion is based on written materials rather
than an evidentiary hearing, ‘the plaintiff need only make a
prima facie showing of jurisdictional facts to withstand the
motion to dismiss.’” Id. (quoting Brayton Purcell LLP v.
Recordon & Recordon, 606 F.3d 1124, 1127 (9th Cir. 2010)).
A plaintiff may not simply rest on the “bare allegations of
[the] complaint.” Schwarzenegger v. Fred Martin Motor Co.,
374 F.3d 797, 800 (9th Cir. 2004) (quoting Amba Mktg. Sys.,
Inc. v. Jobar Int’l, Inc., 551 F.2d 784, 787 (9th Cir. 1977)).
But uncontroverted allegations must be taken as true, and
“[c]onflicts between parties over statements contained in
affidavits must be resolved in the plaintiff’s favor.” Id.
DISCUSSION
I. Personal Jurisdiction over NEON
“Federal courts ordinarily follow state law in determining
the bounds of their jurisdiction over [defendants].” Daimler
AG v. Bauman, 134 S. Ct. 746, 753 (2014) (citing Fed. R.
Civ. P. 4(k)(1)(A)). Oregon law authorizes personal
jurisdiction over defendants to the full extent permitted by the
United States Constitution. See Or. R. Civ. P. 4 L. We
therefore inquire whether the District of Oregon’s exercise of
jurisdiction over NEON “comports with the limits imposed
by federal due process.” Daimler, 134 S. Ct. at 753.
For the exercise of personal jurisdiction over a defendant,
due process requires that the defendant “have certain
minimum contacts” with the forum state “such that the
maintenance of the suit does not offend ‘traditional notions of
fair play and substantial justice.’” Int’l Shoe Co. v.
Washington, 326 U.S. 310, 316 (1945) (quoting Milliken v.
Meyer, 311 U.S. 457, 463 (1940)). The strength of contacts
10 RANZA V. NIKE
required depends on which of the two categories of personal
jurisdiction a litigant invokes: specific jurisdiction or general
jurisdiction. See Daimler, 134 S. Ct. at 754; Martinez,
764 F.3d at 1066.
Specific jurisdiction exists when a case “aris[es] out of or
relate[s] to the defendant’s contacts with the forum.”
Helicopteros Nacionales de Colombia, S.A. v. Hall, 466 U.S.
408, 414 n. 8 (1984). It “depends on an affiliation between
the forum and the underlying controversy, principally,
activity or an occurrence that takes place in the forum State
and is therefore subject to the State’s regulation.” Goodyear
Dunlop Tires Operations, S.A. v. Brown, 131 S. Ct. 2846,
2851 (2011) (alterations and internal quotation marks
omitted). Hence, it is “specific” to the case before the court.
General jurisdiction, in contrast, permits a court to hear “any
and all claims” against a defendant, whether or not the
conduct at issue has any connection to the forum. Id.; see
Martinez, 764 F.3d at 1066 (“[G]eneral jurisdiction . . .
allows a defendant to be haled into court in the forum state to
answer for any of its activities anywhere in the world.”
(internal citations and quotation marks omitted)).2 As Ranza
does not argue NEON’s contacts with Oregon give rise to or
relate to her cause of action, specific jurisdiction is not at
issue. She must therefore show Oregon’s exercise of general
jurisdiction over NEON comports with due process.
Because the assertion of judicial authority over a
defendant is much broader in the case of general jurisdiction
2
General jurisdiction is also referred to as “all-purpose” jurisdiction,
Daimler, 134 S. Ct. at 757, whereas specific jurisdiction is sometimes
referred to as “case-specific” or “case-linked” jurisdiction, id.; Goodyear,
131 S. Ct. at 2851.
RANZA V. NIKE 11
than specific jurisdiction, a plaintiff invoking general
jurisdiction must meet an “exacting standard” for the
minimum contacts required. CollegeSource, 653 F.3d at
1074. “[G]eneral jurisdiction requires affiliations so
continuous and systematic as to render the foreign
corporation essentially at home in the forum State, i.e.,
comparable to a domestic enterprise in that State.” Daimler,
134 S. Ct. at 758 n.11 (citations, internal quotation marks and
alterations omitted). Such contacts must be “constant and
pervasive.” Id. at 751. The paradigmatic locations where
general jurisdiction is appropriate over a corporation are its
place of incorporation and its principal place of business. See
id. at 760. “Only in an ‘exceptional case’ will general
jurisdiction be available anywhere else.” Martinez, 764 F.3d
at 1070 (citing Daimler, 134 S. Ct. at 761 n.19).
Ranza argues NEON’s contacts with Oregon are
sufficiently pervasive to subject it to general jurisdiction
there. Alternatively, she contends NEON is sufficiently close
to its parent company that Nike’s contacts with Oregon,
which are sufficiently pervasive, should be attributed to
NEON. We reject both arguments.
A. NEON’s Contacts with Oregon
Oregon is neither NEON’s place of incorporation nor its
principal place of business. NEON is a limited liability
company registered in the Netherlands whose principal
business activity is marketing athletic footwear, apparel and
equipment outside the United States. Its offices are in the
Netherlands and it pays taxes there. It has over a thousand
employees in that country. Nonetheless, Ranza argues
NEON’s business contacts with Oregon make it “essentially
at home” in Oregon. She points to the presence of “20 to 27
12 RANZA V. NIKE
NEON employees working in Oregon on expatriate
assignments [to Nike] at any one time between 2006 and
2008,” NEON employees’ average of “47 trips per month to
Oregon” to conduct business meetings between 2006 and
2011, NEON’s “entering into contracts whereby Nike in
Oregon is to act as NEON’s agent” in various business
arrangements and the presence of NEON’s products in
Oregon stores.
Although these business contacts with Oregon may have
sufficed to establish specific jurisdiction over NEON had
Ranza’s claims arisen from these contacts, they are not
pervasive enough to establish jurisdiction for any cause of
action against NEON. The Supreme Court has held business
contacts that are “in some sense continuous and systematic”
cannot establish general jurisdiction unless they are “so
continuous and systematic as to render [the corporation]
essentially at home in the forum State.” Daimler, 134 S. Ct.
at 761 (internal quotation marks omitted); see also Goodyear,
131 S. Ct. at 2856 (“A corporation’s ‘continuous activity of
some sorts within a state,’ . . . ‘is not enough to support the
demand that the corporation be amenable to suits unrelated to
that activity.’” (quoting Int’l Shoe, 326 U.S. at 318)).
Two Supreme Court cases demonstrate why NEON’s
contacts with Oregon are insufficient. In Helicopteros
Nacionales de Colombia, S.A. v. Hall, 466 U.S. 408 (1984),
the Court held a Texas court could not assert general personal
jurisdiction over a Colombian corporation when the
corporation’s contacts were limited to executive travel to and
from Texas, accepting bank account checks drawn on a
Houston bank, purchasing helicopters, equipment and training
services from a Texas corporation, and sending employees to
Texas for training. See id. at 416–18. Similarly, in
RANZA V. NIKE 13
Goodyear, the Court held a North Carolina court could not
assert general jurisdiction over foreign subsidiaries of an
American tire manufacturer even though some of the tires
manufactured by those subsidiaries were distributed in North
Carolina. See 131 S. Ct. at 2854–57.
NEON’s relationship to Oregon is similar to the
defendants’ relationships with the forum states in
Helicopteros and Goodyear. NEON sends employees and
products into Oregon and engages in commercial transactions
there, but such business activity is not so pervasive as to
render it “essentially at home” in Oregon. Daimler, 134 S.
Ct. at 761; see id. at 760–61 (rejecting the proposition that
general jurisdiction is appropriate wherever a corporation
“engages in a substantial, continuous, and systematic course
of business”); id. at 761–62 nn.18 & 20 (noting that “doing
business” has long been abandoned as the test for general
jurisdiction). Moreover, the general jurisdiction inquiry
examines a corporation’s activities worldwide – not just the
extent of its contacts in the forum state – to determine where
it can be rightly considered at home. See id. at 762 n.20
(“General jurisdiction . . . calls for an appraisal of a
corporation’s activities in their entirety, nationwide and
worldwide. A corporation that operates in many places can
scarcely be deemed at home in all of them.”). In contrast
with NEON’s extensive contacts in Europe, where the vast
majority of its employees and business activities are located,
the company’s limited activities in Oregon do not render it
“essentially at home” there.3
3
Although the parties and the district court discussed at length whether
the exercise of general jurisdiction would be “reasonable” in this instance,
Daimler clarified that the reasonableness test articulated in Asahi Metal
Industry Co. v. Superior Court of California, Solano County, 480 U.S.
14 RANZA V. NIKE
B. Imputing Nike’s Contacts to NEON
We next address Ranza’s attempt to establish general
jurisdiction over NEON by attributing Nike’s Oregon
contacts to its foreign subsidiary through the agency and alter
ego theories borrowed from the veil-piercing doctrine of
corporate law.
The existence of a parent-subsidiary relationship is
insufficient, on its own, to justify imputing one entity’s
contacts with a forum state to another for the purpose of
establishing personal jurisdiction. See Doe v. Unocal Corp.,
248 F.3d 915, 925–26 (9th Cir. 2001). “A basic tenet of
American corporate law is that the corporation and its
shareholders are distinct entities.” Dole Food Co. v.
Patrickson, 538 U.S. 468, 474 (2003). As a general principle,
corporate separateness insulates a parent corporation from
liability created by its subsidiary, notwithstanding the
parent’s ownership of the subsidiary. See United States v.
Bestfoods, 524 U.S. 51, 61 (1998). However, in certain
limited circumstances, the veil separating affiliated entities
may be pierced to impute liability from one entity to the
other. See id. at 62; Anderson v. Abbott, 321 U.S. 349,
362–63 (1944). As in the context of corporate liability, the
veil separating affiliated corporations may also be pierced to
exercise personal jurisdiction over a foreign defendant in
certain limited circumstances. See Unocal, 248 F.3d at 926;
Patin v. Thoroughbred Power Boats Inc., 294 F.3d 640, 653
& n.18 (5th Cir. 2002) (collecting cases from various
102, 113–16 (1987), is reserved for the specific jurisdiction inquiry and
plays no role in the general jurisdiction inquiry. See Daimler, 134 S. Ct.
at 762 n.20.
RANZA V. NIKE 15
circuits). The parties dispute what those circumstances are
and whether the Nike-NEON relationship fits within them.
Before the Supreme Court’s Daimler decision, this circuit
permitted a plaintiff to pierce the corporate veil for
jurisdictional purposes and attribute a local entity’s contacts
to its out-of-state affiliate under one of two separate tests: the
“agency” test and the “alter ego” test. See Bauman v.
DaimlerChrysler Corp., 644 F.3d 909, 920 (9th Cir. 2011),
rev’d sub nom. Daimler AG v. Bauman, 134 S. Ct. 746
(2014). The agency test required a plaintiff to show the
subsidiary “perform[ed] services that [were] sufficiently
important to the foreign corporation that if it did not have a
representative to perform them, the corporation’s own
officials would undertake to perform substantially similar
services.” Id. (quoting Unocal, 248 F.3d at 928). The
Supreme Court invalidated this test. See Daimler, 134 S. Ct.
at 759. It held that focusing on whether the subsidiary
performs “important” work the parent would have to do itself
if the subsidiary did not exist “stacks the deck, for it will
always yield a pro-jurisdiction answer.” Id. Such a theory,
the Court concluded, sweeps too broadly to comport with the
requirements of due process. See id. at 759–60. The agency
test is therefore no longer available to Ranza to establish
jurisdiction over NEON.
In contrast to the agency test, the Court left intact this
circuit’s alter ego test for “imputed” general jurisdiction. See
id. at 759 (noting, without opining on, the fact that “several
Courts of Appeals” employ an alter ego test). The alter ego
test is designed to determine whether the parent and
subsidiary are “not really separate entities,” such that one
entity’s contacts with the forum state can be fairly attributed
to the other. Unocal, 248 F.3d at 926. The “alter ego . . .
16 RANZA V. NIKE
relationship is typified by parental control of the subsidiary’s
internal affairs or daily operations.” Id. We examine Nike’s
relationship with NEON under this alter ego test.
1. Applying the Alter Ego Theory to a Foreign
Subsidiary
As an initial matter, NEON argues Ranza is asking us to
apply the alter ego test in an unprecedented fashion. Rather
than seeking to impute a subsidiary’s local contacts to a
foreign parent, which is the traditional application of the alter
ego test, see, e.g., id. at 925–26, Ranza seeks to impute a
local parent’s contacts to a foreign subsidiary. Yet, like the
typical application of the alter ego test, Ranza supports her
imputation theory based on the parent Nike’s allegedly
extensive control over its subsidiary NEON. Thus, whereas
the alter ego test has traditionally been used to bring a
controlling parent into a controlled subsidiary’s home forum,
Ranza attempts to use the test to bring a controlled subsidiary
into the controlling parent’s home forum.4
4
The Supreme Court confronted a similar imputation argument in
Goodyear Dunlop Tires Operations, S.A. v. Brown, where the plaintiff
family members of a group of North Carolina boys who died in a bus
accident in France asked a North Carolina court to exercise general
jurisdiction over Goodyear USA’s foreign subsidiaries who manufactured
the allegedly defective tires. See 131 S. Ct. at 2851–52. But the Court
declined to reach the question of whether Goodyear USA’s ties to North
Carolina could be imputed to its foreign subsidiaries, because the plaintiffs
waived that argument by failing to raise it in lower court proceedings. See
id. at 2857 (noting respondents failed to raise their “single enterprise”
theory until after certiorari was granted). The Court ultimately held North
Carolina courts could not exercise general jurisdiction over Goodyear’s
foreign subsidiaries, relying only on the foreign subsidiaries’ insufficient
contacts with the forum state. See id.
RANZA V. NIKE 17
Ranza offers no binding authority applying the alter ego
test in reverse. She does, however, highlight persuasive
reasoning from a district court opinion addressing this issue
in the context of a multidistrict antitrust dispute in which the
plaintiffs sought to establish general jurisdiction over foreign
subsidiaries of domestic candy manufacturers:
[O]ur sister courts have consistently exercised
alter ego jurisdiction over either the parent or
the subsidiary based upon the other’s
connections to the forum. This broader
formulation reflects the common-sense
principle that the court should not defer to
corporate boundaries that the defendant itself
has disregarded. When two organizations
assume alter ego status, they effectively
operate as a single, unified entity
notwithstanding the superficial corporate
boundaries between them. The consolidated
entity is subject to jurisdiction in any forum
where it operates regardless of which formal
corporation maintains an in-forum presence.
Courts commonly exercise alter ego
jurisdiction over a foreign parent based upon
its control of an in-forum subsidiary, but
reversal of the entities’ geographic placement
does not restrict the application of alter ego
principles.
In re Chocolate Confectionary Antitrust Litig., 674 F. Supp.
2d 580, 599 n.25 (M.D. Pa. 2009) (citations and internal
quotation marks omitted).
18 RANZA V. NIKE
This is sound reasoning. Because we treat the parent and
subsidiary as “not really separate entities” if they satisfy the
alter ego analysis, Unocal, 248 F.3d at 926, there is no greater
justification for bringing the parent into the subsidiary’s
forum than for doing the reverse. See Lea Brilmayer &
Kathleen Paisley, Personal Jurisdiction and Substantive
Legal Relations: Corporations, Conspiracies, and Agency,
74 Calif. L. Rev. 1, 13–15 (1986) (discussing how the theory
of corporate “merger” justifies imputing the entities’ contacts
in either direction).5 In fact, exercising general jurisdiction
over both entities in the parent’s forum is just as defensible (if
not more so) under due process principles as haling the parent
into the subsidiary’s forum. If the two entities are to be
treated as a single enterprise, the stronger candidate for the
“home” of that enterprise is likely where the controlling
parent most closely affiliates. Cf. Daimler, 134 S. Ct. at 760
(“With respect to a corporation, the place of incorporation
and principal place of business are ‘paradig[m] . . . bases for
general jurisdiction.’” (alterations in original) (quoting Lea
Brilmayer et al., A General Look at General Jurisdiction,
66 Tex. L. Rev. 721, 735 (1988))). And the enterprise as a
whole should reasonably foresee being subject to suit for all
of its activities – even those unrelated to the forum – where
it most closely affiliates. See World-Wide Volkswagen Corp.
v. Woodson, 444 U.S. 286, 297 (1980) (“[T]he foreseeability
that is critical to due process analysis . . . is that the
defendant’s conduct and connection with the forum State are
5
The Brilmayer and Paisley article has been credited for its
“considerable influence on courts and the practicing bar.” Lonny
Sheinkopf Hoffman, The Case Against Vicarious Jurisdiction, 152 U. Pa.
L. Rev. 1023, 1031 (2004); see also Third Nat’l Bank in Nashville v.
WEDGE Grp. Inc., 882 F.2d 1087, 1094 (6th Cir. 1989) (Keith, J.,
concurring) (adopting the article’s theory for imputing one entity’s
contacts to its affiliate for the exercise of personal jurisdiction).
RANZA V. NIKE 19
such that he should reasonably anticipate being haled into
court there.”).6
We hold the alter ego test may be used to extend personal
jurisdiction to a foreign parent or subsidiary when, in
actuality, the foreign entity is not really separate from its
domestic affiliate. See In re Chocolate Confectionary
Antitrust Litig., 674 F. Supp. 2d at 598–99 & n.25.7 We
therefore turn to the alter ego inquiry.
2. Alter Ego Application
To satisfy the alter ego test, a plaintiff “must make out a
prima facie case ‘(1) that there is such unity of interest and
6
This is not to suggest there could be only one “home” for alter ego
entities that the court treats as a single enterprise for the purposes of
jurisdiction. The Supreme Court has avoided suggesting general
jurisdiction is available in only one location for a corporation. See
Daimler, 134 S. Ct. at 760 (“Goodyear did not hold that a corporation may
be subject to general jurisdiction only in a forum where it is incorporated
or has its principal place of business . . . .”); id. (“These bases afford
plaintiffs recourse to at least one clear and certain forum in which a
corporate defendant may be sued on any and all claims.” (emphasis
added)).
7
NEON argues we expressly rejected an attempt to impute an in-state
parent’s contacts to its foreign subsidiary in Fields v. Sedgwick Associated
Risks, Ltd., 796 F.2d 299 (9th Cir. 1986). In Fields, we held “a parent
corporation’s ties to a forum do not create personal jurisdiction over the
subsidiary” and called such ties “irrelevant” to the jurisdictional inquiry
for the subsidiary. Id. at 302. As a general proposition, this is true. But
Fields did not address a situation, as here, in which a subsidiary is alleged
to be the alter ego of its parent. If a court determines the entities should
not be treated as separate under the alter ego analysis, the parent’s contacts
do become relevant to subsidiary, and vice versa. If the alter ego test is
not met, however, Fields applies.
20 RANZA V. NIKE
ownership that the separate personalities [of the two entities]
no longer exist and (2) that failure to disregard [their separate
identities] would result in fraud or injustice.’” Unocal,
248 F.3d at 926 (alterations in original) (quoting AT&T Co.
v. Compagnie Bruxelles Lambert, 94 F.3d 586, 591 (9th Cir.
1996)). The “unity of interest and ownership” prong of this
test requires “a showing that the parent controls the
subsidiary to such a degree as to render the latter the mere
instrumentality of the former.” Id. (internal quotation marks
omitted). This test envisions pervasive control over the
subsidiary, such as when a parent corporation “dictates every
facet of the subsidiary’s business – from broad policy
decisions to routine matters of day-to-day operation.” Id.
(internal quotation marks omitted). Total ownership and
shared management personnel are alone insufficient to
establish the requisite level of control. See Harris Rutsky &
Co. Ins. Servs. v. Bell & Clements Ltd., 328 F.3d 1122, 1135
(9th Cir. 2003).
In Unocal, we held a plaintiff does not meet the “unity of
interest and ownership” prong when the evidence shows only
“an active parent corporation involved directly in decision-
making about its subsidiaries’ holdings,” but each entity
“observe[s] all of the corporate formalities necessary to
maintain corporate separateness.” 248 F.3d at 928. The
evidence in that case included the parent’s
(1) involvement in its subsidiaries’
acquisitions, divestments and capital
expenditures; (2) formulation of general
business policies and strategies applicable to
its subsidiaries, including specialization in
particular areas of commerce; (3) provision of
loans and other types of financing to
RANZA V. NIKE 21
subsidiaries; [and] (4) maintenance of
overlapping directors and officers with its
subsidiaries . . . .
Id. at 927. This level of involvement was insufficient to
negate the entities’ separate personalities through the
observance of corporate formalities, such as adequate
capitalization at each entity and the proper documentation of
transactions between the entities. See id. at 927–28.
Likewise, Ranza has presented no evidence Nike and
NEON fail to observe their respective corporate formalities.
Each entity leases its own facilities, maintains its own
accounting books and records, enters into contracts on its own
and pays its own taxes. Each has separate boards of directors,
and Ranza has been able to identify only one director who
served on both company’s boards simultaneously. Some
employees and management personnel move between the
entities, but that does not undermine the entities’ formal
separation. See Kramer Motors, Inc. v. British Leyland, Ltd.,
628 F.2d 1175, 1177 (9th Cir. 1980) (holding there was no
alter ego relationship where some directors for one entity had
sat on the board of the other). Ranza has presented no
evidence that NEON is undercapitalized, that the two entities
fail to keep adequate records or that Nike freely transfers
NEON’s assets, all of which would be signs of a sham
corporate veil. See Flynt Distrib. Co. v. Harvey, 734 F.2d
1389, 1393–94 (9th Cir. 1984); Laborers Clean-Up Contract
Admin. Trust Fund v. Uriarte Clean-Up Serv., Inc., 736 F.2d
516, 524 (9th Cir. 1984).
As in Unocal, Ranza has not shown Nike “dictates every
facet of [NEON’s] business,” including “routine matters of
day-to-day operation.” Unocal, 248 F.3d at 926. To be sure,
22 RANZA V. NIKE
Nike is heavily involved in NEON’s operations. Nike
exercises control over NEON’s overall budget and has
approval authority for large purchases; establishes general
human resource policies for both entities and is involved in
some hiring decisions; operates information tracking systems
all of its subsidiaries utilize; ensures the Nike brand is
marketed consistently throughout the world; and requires
some NEON employees to report to Nike supervisors on a
“dotted-line” basis. NEON, however, sets its own prices for
its licensed Nike products, takes and fulfills orders for its
licensed products using its own inventory, negotiates its own
contracts and licenses, makes routine purchasing decisions
without Nike’s consultation and has its own human resources
division that handles day-to-day employment issues,
including hiring and firing decisions.8
“A parent corporation may be directly involved in
financing and macro-management of its subsidiaries . . .
without exposing itself to a charge that each subsidiary is
merely its alter ego.” Id. at 927. Thus, we have held “no
alter ego relationship was created where the parent company
guaranteed loans for the subsidiary, reviewed and approved
major decisions, placed several of its directors on the
subsidiary’s board, and was closely involved in the
subsidiary’s pricing decisions.” Id. at 928 (citing Kramer
8
While the defendants’ motion to dismiss was pending before the
magistrate judge, Ranza sought to augment the record with NEON’s
Articles of Association, which allegedly demonstrated NEON did not have
unfettered independent hiring and firing authority. The magistrate judge
denied the motion and the district court upheld that ruling. The district
court did not abuse its discretion by doing so, because the issue of control
over personnel was squarely before the court and Ranza had ample
opportunity to submit this evidence earlier. See EEOC v. Peabody W.
Coal Co., 773 F.3d 977, 989–90 (9th Cir. 2014).
RANZA V. NIKE 23
Motors, 628 F.2d at 1177). This case is similar. The
evidence demonstrates Nike is active in macromanagement
issues but does not show that Nike directs NEON’s routine
day-to-day operations, and nothing suggests the entities failed
to observe their separate corporate formalities. The weight of
the evidence therefore persuades us Nike and NEON are not
in an alter ego relationship.9
Ranza makes much of NEON’s principal business being
the marketing and distribution of Nike products in Europe
and other locations, relying on a statement in Unocal
suggesting a parent exercises the requisite amount of control
over a subsidiary when it uses the subsidiary as “a marketing
conduit.” See 248 F.3d at 926. In making this statement,
however, Unocal cited a district court case that used the
marketing conduit theory to assert specific jurisdiction over
the foreign corporation based upon its deliberate placement
of products into the forum state. See id. (citing United States
v. Toyota Motor Corp., 561 F. Supp. 354, 359 (C.D. Cal.
1983)). We have not previously applied the marketing
conduit theory to assert general jurisdiction over a foreign
defendant, and we decline to do so here. The Supreme Court
has since made clear that, to comport with the requirements
of due process, the general jurisdiction inquiry is much more
demanding than that for specific jurisdiction. See Daimler,
134 S. Ct. at 757–58. Exercising general jurisdiction over a
foreign subsidiary merely because it markets products on
behalf of its local parent resembles the agency theory of
imputed jurisdiction the Court rejected in Daimler. See
134 S. Ct. at 759 (invalidating the attribution of forum
9
Because Ranza has not satisfied the “unity of interest and ownership”
prong of the alter ego test, we need not analyze the “fraud or injustice”
prong. See Unocal, 248 F.3d at 928.
24 RANZA V. NIKE
contacts from a subsidiary to its parent when the subsidiary
“performs services that are sufficiently important” to the
parent that the parent would perform them in the absence of
the subsidiary).
In sum, Nike’s involvement in NEON, though substantial,
is insufficient to negate the formal separation between the
two entities such that they are functionally one single
enterprise. Ranza therefore may not attribute Nike’s Oregon
contacts to NEON for the purpose of personal jurisdiction.
And NEON’s contacts with Oregon, standing alone, are
insufficient to make it amenable to general jurisdiction in that
state. We therefore hold the district court properly declined
to exercise personal jurisdiction over NEON.
II. Exhaustion of Administrative Remedies
Before we address Ranza’s claims against Nike, we must
first address Nike’s argument that Ranza failed to exhaust her
administrative remedies, which is a potential bar to
jurisdiction. See Leong v. Potter, 347 F.3d 1117, 1122 (9th
Cir. 2003) (“Although failure to file an EEOC complaint is
not a complete bar to district court jurisdiction, substantial
compliance with the exhaustion requirement is a
jurisdictional pre-requisite.”). We disagree with Nike’s
contention that Ranza’s initial failure to name Nike as a
respondent in her EEOC charge deprives us of jurisdiction
over her Title VII and ADEA claims against Nike.
Because Oregon law provides an avenue for relief from
discrimination also covered under the ADEA and Title VII,
see Pearson v. Reynolds School Dist. No. 7, 998 F. Supp. 2d
1004, 1019 (D. Or. 2014), Ranza had 300 days within which
to file her claim against Nike and NEON. See 29 U.S.C.
RANZA V. NIKE 25
§ 626(d)(1)(B); 42 U.S.C. § 2000e-5(e)(1); EEOC v.
Commercial Office Prods. Co., 486 U.S. 107, 124 (1988)
(interpreting these provisions in Title VII and the ADEA to
extend the filing period to 300 days whether or not the
claimant actually pursued state remedies). She initially
named only NEON in her claim filed with the EEOC on
November 6, 2008. She officially added Nike to her claim on
November 30, 2009 – well after 300 days from the date of the
last alleged act of discrimination, which was April 10, 2008.
Generally, failure to timely name a party in an EEOC
filing deprives us of jurisdiction over that party because the
party would not have had an opportunity to respond to the
charges before the EEOC. See Sosa v. Hiraoka, 920 F.2d
1451, 1458–59 (9th Cir. 1990). There is an exception,
however, when an unnamed party was on notice of the filing
and “‘should have anticipated’ that the claimant would name
[the party] in a Title VII suit.” Id. at 1459 (quoting Chung v.
Pomona Valley Cmty. Hosp., 667 F.2d 788, 792 (9th Cir.
1982)). Such is the case here. Nike was put on notice when
the EEOC sent “Nike, Inc.” a notice of claim on December 2,
2008 that Nike acknowledged having received. This date fell
within 300 days of April 10, 2009. At that point, Nike should
have anticipated Ranza would name it in a Title VII suit. See
id. Ranza’s failure to specifically name Nike in the EEOC
complaint therefore does not deprive us of jurisdiction.
III. Forum Non Conveniens
In contrast to NEON, Nike is unquestionably subject to
personal jurisdiction in Oregon. Nike nonetheless argues we
should affirm the district court’s dismissal of Ranza’s claims
against it under the doctrine of forum non conveniens. The
magistrate judge agreed with Nike’s forum non conveniens
26 RANZA V. NIKE
argument, but the district court declined to address the issue
because it dismissed on other grounds. We may affirm,
however, “on any ground raised below and fairly supported
by the record.” Columbia Pictures Indus., Inc. v. Fung,
710 F.3d 1020, 1030 (9th Cir. 2013) (quoting Proctor v.
Vishay Intertechnology Inc., 584 F.3d 1208, 1226 (9th Cir.
2009)). We have discretion to reach forum non conveniens
even if the district court declined to consider it. See Harris
Rutsky & Co. Ins. Servs., 328 F.3d at 1135–36. It is proper to
exercise that discretion here because “the record is
sufficiently developed and the issue has been presented and
argued to us.” Dole Food Co. v. Watts, 303 F.3d 1104,
1117–18 (9th Cir. 2002).
“To prevail on a motion to dismiss based upon forum non
conveniens, a defendant bears the burden of demonstrating an
adequate alternative forum, and that the balance of private
and public interest factors favors dismissal.” Carijano v.
Occidental Petroleum Corp., 643 F.3d 1216, 1224 (9th Cir.
2011). A plaintiff’s choice of forum is generally entitled to
deference, especially where the plaintiff is a United States
citizen or resident, because it is presumed a plaintiff will
choose her “home forum.” See Piper Aircraft Co. v. Reyno,
454 U.S. 235, 255 (1981). This deference is “far from
absolute,” however, and it is within the court’s discretion to
decide whether a foreign forum is more convenient. Lockman
Found. v. Evangelical Alliance Mission, 930 F.2d 764, 767
(9th Cir. 1991); see Piper Aircraft, 454 U.S. at 255 n.23 (“A
citizen’s forum choice should not be given dispositive weight
. . . .”). The selection of a United States forum by an
expatriate United States citizen residing permanently abroad,
like Ranza, is entitled to less deference because “it would be
less reasonable to assume the choice of forum is based on
convenience.” Iragorri v. United Techs. Corp., 274 F.3d 65,
RANZA V. NIKE 27
73 n.5 (2d Cir. 2001) (en banc). Moreover, that Ranza
unsuccessfully litigated her claims before the Dutch ETC and
now pursues a remedy in federal court raises an inference, at
least, that she is engaging in forum shopping, which also
permits us to defer less to her choice of forum. See Vivendi
SA v. T-Mobile USA Inc., 586 F.3d 689, 695 (9th Cir. 2009).
We have held an “alternative forum is deemed adequate
if: (1) the defendant is amenable to process there; and (2) the
other jurisdiction offers a satisfactory remedy.” Carijano,
643 F.3d at 1225. Ranza does not argue Nike is not amenable
to process in the Netherlands, and thus the first prong of this
test is not in dispute. Cf. Dole Food Co, 303 F.3d at 1118.
Instead, she only argues the Netherlands is an inadequate
forum under the second prong because it cannot provide her
with a satisfactory remedy. Specifically, she argues the
Dutch forum was inadequate because the Court of Hilversum
decided only whether her employment could be terminated,
and the Dutch Equal Treatment Commission (ETC) had no
authority to provide her any relief. We agree that the Court
of Hilversum is not an adequate alternative forum under these
facts because it expressly declined to adjudicate her
discrimination claims. We disagree, however, that the ETC
provided an inadequate forum. This is especially true
because Ranza herself chose to litigate her discrimination
claims before the ETC, which thoroughly reviewed those
claims.
“[T]ypically, a forum will be inadequate only where the
remedy provided is so clearly inadequate or unsatisfactory,
that it is no remedy at all.” Carijano, 643 F.3d at 1226 (some
internal quotation marks omitted) (quoting Tuazon v. R.J.
Reynolds Tobacco Co., 433 F.3d 1163, 1178 (9th Cir. 2006)).
“[T]hat the law, or the remedy afforded, is less favorable in
28 RANZA V. NIKE
the foreign forum is not determinative.” Loya v. Starwood
Hotels & Resorts Worldwide, Inc., 583 F.3d 656, 666 (9th
Cir. 2009) (citing Piper Aircraft, 454 U.S. at 247). A foreign
forum must merely provide “some” remedy. See id. In Loya,
for example, a local Mexican court was deemed adequate to
adjudicate the plaintiff’s breach of contract and wrongful
death claims, even though the potential recovery in Mexico
was far lower than in the United States, the plaintiff was a
United States citizen and any recovery could be swallowed by
legal fees. See id. at 664–66. And in Lueck v. Sundstrand
Corp., 236 F.3d 1137 (9th Cir. 2001), we held that New
Zealand’s administrative compensation system for accident
victims was adequate, even though it was not a judicial
remedy. See id. at 1144–45.
The Netherlands has authorized the ETC, an
administrative body, to adjudicate claims of violation of
Dutch equal protection laws. Although the proceedings are
less formal than court proceedings, claimants are afforded a
hearing and an opportunity to submit evidence and present
witnesses. Ranza took full advantage of this opportunity and
litigated her case before the ETC, with the assistance of local
counsel. The ETC launched an investigation into Ranza’s
claim and employed an expert to evaluate her employer’s
practices. In a thorough opinion, the Commission applied the
law to Ranza’s claims and determined there was no basis for
relief.
Although the ETC does not have the authority to award
damages or enforce its judgments when it identifies
discrimination, it publishes its findings, coordinates with both
governmental and non-governmental bodies and “actively
follow[s] up” with employers to ensure compliance with its
findings and to remedy any discrimination. The ETC
RANZA V. NIKE 29
publication Ranza provided states that a prevailing claimant
can ask a Dutch court to enforce an ETC judgment, through
damages and injunctive relief, and the Commission may
pursue claims on behalf of claimants. Had Ranza prevailed
before the ETC, these remedies would have been available to
her. Even if these remedies proved less generous than those
available to a prevailing plaintiff in a Title VII and ADEA
action in the United States, they nevertheless represent “some
remedy” and are therefore adequate under the forum non
conveniens inquiry. See Carijano, 643 F.3d at 1225–26
(noting the requirement that the alternative forum provide
“some remedy” is “easy to pass”); Loya, 583 F.3d at 666
(holding an available remedy is adequate even if the potential
recovery is considerably less than that available in the United
States).10
The private interest factors in the forum non conveniens
inquiry also favor dismissal. These include “(1) relative ease
of access to sources of proof; (2) the availability of
compulsory process for attendance of hostile witnesses, and
cost of obtaining attendance of willing witnesses;
10
Ranza also appeals the district court’s denial of her request to augment
the record with a declaration from a Dutch attorney addressing the
prospect of pursuing a direct action for discrimination in Dutch courts.
Her purpose in introducing the declaration was to rebut a declaration from
NEON’s Dutch attorney suggesting direct action in Dutch court was
available to Ranza. The district court did not abuse its discretion because
Ranza herself had already introduced into the record the ETC publication,
which says Dutch courts can hear claims of discrimination. The issue was
therefore before the court and Ranza had ample opportunity and reason to
submit the declaration much earlier. See EEOC v. Peabody W. Coal Co.,
773 F.3d 977, 989–90 (9th Cir. 2014). In any event, in our de novo
review of the adequacy of the Dutch forum, we do not rely on NEON’s
declaration regarding direct court action in the Netherlands, so Ranza’s
justification for supplementing the record is moot.
30 RANZA V. NIKE
(3) possibility of viewing subject premises; [and] (4) all other
factors that render trial of the case expeditious and
inexpensive.” Id. at 664 (quoting Creative Tech., Ltd. v.
Aztech Sys. Pte., Ltd., 61 F.3d 696, 703 (9th Cir. 1995)).
Although Nike is located in Oregon, the alleged
discrimination took place at the offices of NEON in the
Netherlands. As the magistrate judge correctly noted, the
relevant documents and witnesses are mostly located abroad.
The plaintiff does not even reside in the United States. So
relative to the Netherlands, Oregon is an inconvenient forum
for the parties.
Finally, the public interest factors in the forum non
conveniens inquiry favor dismissal as well. These include
“(1) administrative difficulties flowing from court
congestion; (2) imposition of jury duty on the people of a
community that has no relation to the litigation; (3) local
interest in having localized controversies decided at home;
(4) the interest in having a diversity case tried in a forum
familiar with the law that governs the action; [and] (5) the
avoidance of unnecessary problems in conflicts of law.”
Loya, 583 F.3d at 664 (quoting Creative Tech., 61 F.3d at
703–04). Ranza is a citizen of the United States, which has
an interest in protecting its citizens from discrimination and
remedying discrimination by foreign subsidiaries controlled
by American parent companies. See Pub. L. No. 102-166,
105 Stat. 1071, § 109 (amending Title VII and the ADEA to
cover discrimination against U.S. citizens when working for
a foreign company controlled by a U.S. company).11 But the
Netherlands also has a strong interest in ensuring that the
11
We assume, for the purposes of this inquiry only, that Title VII and
the ADEA would apply to discrimination alleged to have taken place at
Nike’s foreign subsidiary NEON.
RANZA V. NIKE 31
businesses operating within its borders do not engage in
discrimination. The Dutch government’s establishment of the
ETC to enforce its equal protection laws exemplifies this
interest, as does the ETC’s considerable involvement in this
very case. Moreover, the United States’ interest is
significantly diminished here because the district court would
be relitigating claims already decided in a foreign proceeding.
Cf. Federated Dep’t Stores, Inc. v. Moitie, 452 U.S. 394, 401
(1981) (“This Court has long recognized that ‘[p]ublic policy
dictates that there be an end of litigation; that those who have
contested an issue shall be bound by the result of the contest,
and that matters once tried shall be considered forever settled
as between the parties.’” (alteration in original) (quoting
Baldwin v. Traveling Men’s Ass’n, 283 U.S. 522, 525
(1931))).
On balance, the inconvenience of litigating this case in
Oregon, the inefficiency and inadvisability of relitigating
claims the Dutch ETC has already decided, and the adequacy
of the ETC as an alternative forum establish that the District
of Oregon is not an appropriate forum for Ranza’s claims.
Our conclusion is reinforced by the lesser degree of deference
due the forum choice of a U.S. citizen residing permanently
abroad. See Iragorri, 274 F.3d at 73 n.5. We therefore
affirm the dismissal of the claims against Nike.12
12
Because we affirm the dismissal of claims against Nike under forum
non conveniens, we need not address whether Ranza failed to state a claim
for the extraterritorial application of Title VII and the ADEA against Nike.
Consequently, we also decline to address Ranza’s argument that the
district court should have granted her motion to amend the complaint to
add another claim of discrimination under Title VII. We also need not
address whether we should dismiss the claims in the interest of
international comity.
32 RANZA V. NIKE
CONCLUSION
The district court properly dismissed Ranza’s claims
against NEON for lack of general personal jurisdiction.
NEON is a Dutch company that mostly operates outside the
United States. Its contacts with Oregon are not “so
continuous and systematic as to render [it] essentially at
home” there. Daimler AG v. Bauman, 134 S. Ct. 746, 758
n.11 (2014). Although we conclude a plaintiff may impute a
local entity’s contacts to its foreign affiliate if it demonstrates
an alter ego relationship between the entities, Ranza has not
made that showing. Nike, a corporation that is based in
Oregon, is heavily involved in NEON’s macromanagement,
but it is not so enmeshed in NEON’s “routine matters of day-
to-day operation” that the two companies should be treated as
a single enterprise for the purpose of jurisdiction. Doe v.
Unocal Corp., 248 F.3d 915, 926 (9th Cir. 2001).
We further hold the district court properly dismissed
Ranza’s claims against Nike, albeit for a different reason than
the district court cited. Under the circumstances, the
Netherlands provided an adequate and more convenient
alternative forum in which to litigate Ranza’s claims, thus
justifying Nike’s dismissal under the forum non conveniens
doctrine.
AFFIRMED.