## Facts

- Burmese villagers sued Unocal Corporation and Total S.A., alleging complicity in abuses by the Burmese military connected to the Yadana gas pipeline project in Myanmar.
- Total S.A. is a French parent corporation headquartered abroad and, on the record presented, had no offices, employees, property, or direct business operations in California.
- Plaintiffs sought to establish California general personal jurisdiction over Total by imputing California contacts of Total-related subsidiaries to Total under agency and alter-ego theories.
- The district court dismissed Total for lack of personal jurisdiction, finding neither agency nor alter-ego jurisdiction established, and denied further jurisdictional discovery.
- Plaintiffs appealed the dismissal of Total and the denial of additional discovery.

## Issues

1. Whether California could exercise general personal jurisdiction over Total S.A., a foreign parent corporation, by attributing subsidiaries’ California contacts to Total under an agency theory.
2. Whether California could exercise general personal jurisdiction over Total S.A. under an alter-ego theory based on alleged unity of interest and ownership between Total and its subsidiaries.
3. Whether the district court abused its discretion by denying plaintiffs’ request for additional jurisdictional discovery.

## Decision

- The Ninth Circuit affirmed the dismissal of Total for lack of personal jurisdiction and adopted the relevant portions of the district court’s reasoning as its own.
- The court held plaintiffs did not establish general jurisdiction over Total via either:
  - agency (subsidiaries did not perform forum services so important that Total would perform them itself absent the subsidiaries), or
  - alter ego (insufficient showing of disregard of corporate separateness and resulting fraud or injustice).
- The court held the district court did not abuse its discretion in denying additional jurisdictional discovery because plaintiffs failed to make the required showing of actual and substantial prejudice from the denial.

## Legal Principles

- A foreign parent corporation is not subject to general jurisdiction in the forum merely because related subsidiaries have forum contacts; subsidiary contacts are imputed to the parent only under narrow theories such as agency or alter ego.
- Agency-based general jurisdiction requires a showing that the subsidiary’s forum activities are sufficiently important to the parent that, without the subsidiary, the parent would undertake substantially similar services itself; typical parent oversight and coordination is insufficient.
- Alter-ego jurisdiction requires (1) unity of interest and ownership such that separate personalities no longer exist and (2) that respecting the corporate form would result in fraud or injustice; observance of corporate formalities and separateness weighs against alter-ego findings.
- Denial of jurisdictional discovery is reviewed for abuse of discretion; reversal requires the clearest showing that the denial caused actual and substantial prejudice.

## Conclusion

The Ninth Circuit held that Total S.A. was not subject to California general personal jurisdiction based on subsidiaries’ California contacts under either agency or alter-ego theories, and it upheld the denial of further jurisdictional discovery because plaintiffs did not show actual and substantial prejudice.


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