## Facts

- Stephen Poole had severe hemophilia A and used commercially produced Factor VIII concentrate prescribed to treat bleeding episodes.
- Peggy Gruca, individually and as administrator of Poole’s estate, alleged the concentrate manufactured by defendants transmitted HIV, leading to Poole’s AIDS diagnosis (1986) and death (1987).
- Alpha Therapeutic Corporation, a California-based manufacturer, did business in Illinois and operated the relevant manufacturing and distribution business.
- The Green Cross Corporation, Alpha’s Japanese parent, had no offices, property, employees, or direct sales in Illinois and did not participate in Alpha’s day-to-day management.
- The case was originally filed in 1986; after trial and post-trial proceedings, plaintiff filed a Fifth Amended Complaint adding Green Cross as a defendant for the first time.
- Green Cross made a limited appearance and moved to dismiss under Rule 12(b)(2) for lack of personal jurisdiction.

## Issues

1. Whether Illinois could exercise personal jurisdiction over Green Cross based on its own contacts with the forum.
2. Whether Alpha’s Illinois contacts could be attributed to Green Cross under an alter-ego (veil-piercing) theory.
3. Whether Alpha and Green Cross were joint venturers such that Alpha’s Illinois contacts could be imputed to Green Cross.

## Decision

- The court granted Green Cross’s Rule 12(b)(2) motion and dismissed Green Cross for lack of personal jurisdiction.
- Green Cross lacked sufficient direct contacts with Illinois to support jurisdiction.
- Plaintiff failed to prove Alpha was Green Cross’s alter ego under Illinois veil-piercing standards.
- Plaintiff failed to establish a joint venture because essential elements—especially sharing profits and losses and joint control—were not shown.
- The case proceeded against Alpha, over which personal jurisdiction was undisputed.

## Legal Principles

- Due process permits personal jurisdiction only where the defendant has minimum contacts with the forum and jurisdiction comports with fair play and substantial justice.
- A parent corporation’s ownership of a subsidiary and ordinary oversight (e.g., selecting directors and setting general policy) do not, without more, subject the parent to jurisdiction where the subsidiary operates.
- Under Illinois law, veil-piercing for jurisdiction requires: (1) unity of interest and ownership such that separateness no longer exists, and (2) that respecting separateness would sanction fraud or promote injustice; relevant indicators include undercapitalization, failure to observe formalities, commingling, and abnormal parental domination.
- A joint venture under Illinois law requires an agreement to pursue a specific enterprise, a community of interest, joint control or a right of control, and sharing of both profits and losses; a parent’s indirect benefit from a subsidiary’s profitability is insufficient.

## Conclusion

The court dismissed the foreign parent corporation because it had no forum-directed conduct in Illinois and plaintiff did not meet the demanding requirements for imputing a subsidiary’s contacts through alter-ego veil-piercing or a joint-venture theory.


Gruca v. Alpha Therapeutic Corp., 19 F. Supp. 2d 862 (N.D. Ill. 1998)