Filed November 21, 2003
Moreover, even assuming that common ownership existed in this case, which it does not, it is insufficient to defeat summary judgment because common ownership alone cannot show anything but a normal parent-subsidiary relationship. See e.g., Lusk 129 F.3d at 778. Indeed, "common ownership" is the least important of the four prongs, if not entirely meaningless when examining parent / subsidiary relationships.
Filed April 22, 2010
, and that it is insufficient simply to establish that he held positions with both companies. See Lusk v. Foxmeyer Health Corp., 129 F.3d 773, 779 (5th Cir. 1997). Terra does not offer any evidence that Wendlandt’s duties or activities as Chairman of NYL Investments were even related to the Quality Tilt.
Filed February 17, 2017
pp Ins. Associates, Inc. 115 Cal. App. 4th 1145 (2004) ............................................................................. 10 Ingels v. Westwood One Broadcasting Services, Inc. 129 Cal. App. 4th 1050 (2005) ............................................................................. 22 Kearns v. Ford Motor Co. 567 F.3d 1120 (9th Cir. 2009) .......................................................................... 9, 10 Kwikset Corp. v. Superior Court 51 Cal. 4th 310 (2011) .......................................................................................... 23 Lien Huynh v. Chase Manhattan Bank 465 F.3d 992 (9th Cir. 2006) .................................................................................. 8 Case 2:16-cv-09650-DMG-KS Document 16-1 Filed 02/17/17 Page 3 of 31 Page ID #:374 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 -iii- Case No. 2:16-cv-09650-DMG-KS SMRH:480945573.2 MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF DEFENDANTS’ MOTION TO DISMISS FAC Lusk v. Foxmeyer Health Corp. 129 F.3d 773 (5th Cir. 1997) ................................................................................ 24 Martin Marietta Materials, Inc. v. Vulcan Materials Co. 68 A.3d 1208 (Del. 2012) ..................................................................................... 14 McGough v. Wells Fargo Bank, N.A. 2012 U.S. Dist. LEXIS 151737 (N.D. Cal. Oct. 22, 2012) .................................. 22 Meridian Project Systems, Inc. v. Hardin Constr. Co. 404 F.Supp.2d 1214 (E.D. Cal. 2005) .................................................................... 9 In re Motors Liquidation Co. 460 B.R. 603 (S.D.N.Y., Nov. 28, 2011) (vacated on other grounds) ................. 14 O’Connor v. West Sacramento Co. 189 Cal. 7 (1922) ................................................................................................. 14
Filed September 19, 2016
However, "courts have recognized that the mere existence of common management and ownership are not sufficient to justify treating a parent corporation and its subsidiary as a single employer." Hegre v. Alberto-Culver USA, Inc., 508 F. Supp. 2d 1320, 1334 (S.D. Ga. 2007) (quoting Lusk v. Foxmeyer Health Corp., 129 F.3d 773, 778 (5th Cir. 1997)), aff'd, 275 F. App'x 873 (11th Cir. 2008). The mere fact Mando allegedly owned Daeil (and Mando certainly does not agree with this alleged fact which is just plain wrong) is insufficient to establish Mando was Plaintiffs' employer, and Plaintiffs' Complaint is devoid of further allegations sufficient to demonstrate a belief that Mando is responsible for the alleged Case 3:16-cv-00582-TFM Document 7 Filed 09/19/16 Page 7 of 17 28139695 v1 8 discrimination, retaliation, and other torts.3 See Andrews v. CSX Transp., Inc., 737 F. Supp. 2d 1342, 1345 (M.D. Fla. 2010) (dismissing corporate entities that were not the plaintiffs' direct employer); Hegre, 508 F. Supp. 2d at 1333 (dismissing the parent corporation of the subsidiary employer in an employment discrimination because "'the mere fact that the subsidiary's chain-of- command ultimately results in the top officers of the subsidiary reporting to the parent corporation does not establish the kind of day-to-day control necessary to
Filed August 30, 2016
See Cardinale v. S. Homes of Polk Cnty, Inc., 310 F. App'x. 311, 312-313 (11th Cir. 2009) (per curiam) (affirming summary judgment for defendants in FMLA case finding that defendants were not an integrated enterprise where plaintiff was only able to show one factor, common ownership, and had not carried her burden as to the other three factors); see also Lockard v. Pizza Hut, Inc., 162 F.3d 1062, 1071 (10th Cir. 1998)("Common ownership . . . 'standing alone, can never be sufficient to establish parent liability.'")(citation omitted); Lusk v. Foxmeyer Health Corp., 129 F.3d 773, 778 (5th Cir. 1997) ("Courts have recognized that the mere existence of common management and ownership are not sufficient to justify treating a parent corporation and its subsidiary as a single employer.")(citations omitted).
Filed December 6, 2013
This presumption is based on the “well established principle [of corporate law] that directors and officers holding positions with a parent and its subsidiary can and do ‘change hats’ to represent the two corporations separately, despite their common ownership.” United States v. Bestfoods, 524 U.S. 51, 69 (1998) (alteration in original) (quoting Lusk v. Foxmeyer Health Corp., 129 F.3d 773, 779 (5th Cir. 1960)) (internal quotation marks omitted).
Filed May 10, 2013
Second, with regard to the Post’s Board of Directors, although two members also sit on News Corp.’s Board, this does not establish “common management” as “directors and officers holding positions with a parent and its subsidiary can and do change hats to represent the two corporations separately, despite their common ownership.” Herman, 18 F. Supp. 2d at 312 (quoting Lusk v. Fozmeyer Health Grp., 129 F.3d 773, 779 (5th Cir. 1997)). A plaintiff “need[s] 22 Plaintiff will presumably argue that 3rd floor conference rooms and a cafeteria evidence shared office spaces.
Filed May 10, 2013
Second, with regard to the Post’s Board of Directors, although two members also sit on News Corp.’s Board, this does not establish “common management” as “directors and officers holding positions with a parent and its subsidiary can and do change hats to represent the two corporations separately, despite their common ownership.” Herman, 18 F. Supp. 2d at 312 (quoting Lusk v. Fozmeyer Health Grp., 129 F.3d 773, 779 (5th Cir. 1997)). A plaintiff “need[s] to prove more than an overlap in boards or management in order to use the single employer doctrine,” Dewey v. PTT Telecom Netherlands, U.S., Inc., 1995 WL 425005, at *3 (S.D.N.Y. July 19, 1995), because “the overlap of even a majority of board members . . . does not show that the parent ‘exercises control over the day-to-day operations’ of the subsidiary.”