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POE v. BABCOCK INTL.

March 14, 1985

B. L. Poe, Plaintiff
v.
Babcock International, plc, Babcock International, Inc., Acco Babcock, Inc., Defendants



The opinion of the court was delivered by: RAMBO

 Sylvia H. Rambo, United States District Judge

 Plaintiff filed a Complaint on June 8, 1984, alleging wrongful discharge, breach of implied contract, and age discrimination on the part of his employer, Acco Babcock, Inc., Babcock International, plc and Babcock International, Inc. Defendant Acco Babcock, Inc. answered the Complaint on August 3, 1984. On that same day, two motions to dismiss were filed by the defendants. Supporting briefs and reply briefs were filed by all parties with respect to both motions. The motion that will be addressed in this memorandum is the motion of defendants Babcock International, plc and Babcock International, Inc. to dismiss for lack of personal jurisdiction.

 I. Background

 According to the facts set forth in plaintiff's Complaint and uncontroverted as yet by defendants, plaintiff was formerly an employee of Acco Babcock, Inc. (hereinafter referred to as Acco). Acco is a wholly owned subsidiary of Babcock International, Inc. (hereinafter referred to as Babcock). Babcock, in turn, is completely owned by Babcock International, plc (hereinafter referred to as Babcock International). Though the harms alleged by plaintiff in his Complaint relate to his employment with Acco, plaintiff has joined Acco's parent corporations as defendants.

 Babcock and Babcock International assert that this court does not have personal jurisdiction over them. Babcock is a Delaware corporation with its principal place of business in Connecticut, while Babcock International is an English corporation with its principal place of business in London, England. Neither of these corporations has offices or conducts business in Pennsylvania.

 On January 12, 1983, plaintiff was given notice of the termination of his employment with Acco. Plaintiff had worked with Acco and Acco's predecessor, American Chain and Cable Company, since 1960. By 1980, he advanced to the position of Vice President and General Manager of the Hoist and Crane Division of Acco. Plaintiff claims that he was maliciously and arbitrarily terminated by defendants and that defendants' action was a breach of an implied contract of continued long-term employment.

 Because plaintiff does not dispute the fact that neither Babcock nor Babcock International have any offices or regularly conduct business in Pennsylvania, the basis for his assertion that this court has jurisdiction over the two corporations in question seems to be the existence of a parent-subsidiary relationship. In his Supplemental Memorandum filed on November 13, 1984, plaintiff speculates that Acco is controlled in its operations and day-to-day decisions by Babcock and Babcock International. Plaintiff especially emphasizes the fact that there are several directors who serve on the boards of two or all three of the defendant corporations.

 Defendants Babcock and Babcock International assert that the decision to terminate plaintiff was wholly the decision of an officer of Acco. On a larger scale, they assert that the three defendants are completely separate corporations and that Acco, although it is a subsidiary, is not controlled by its two parent corporations. Therefore, Babcock and Babcock International argue that they lack the minimum contacts with Pennsylvania for this court to exercise personal jurisdiction.

 II. Discussion

 This court's authority to maintain personal jurisdiction over non-resident defendant corporations in a diversity case such as this is based on Pennsylvania's long-arm statute. Walters v. St. Elizabeth Hospital Medical Center, 543 F. Supp. 559 (W.D. Pa. 1982). That statute provides as follows:

 
The existence of any of the following relationships between a person and this Commonwealth shall constitute a sufficient basis of jurisdiction to enable the tribunals of this Commonwealth to exercise general personal jurisdiction over such person . . . .
 
(2) Corporations -
 
(i) Incorporation under or qualification as a foreign corporation under the laws ...

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