UNITED STATES DISTRICT COURT                             
                DISTRICT OF MINNESOTA                                

Triple S Farms, LLC; Green Acres Dairy,    No. 22-cv-1924 (KMM/DTS)       
LLC; Charles Fry and Emily Snyder; and                                    
Rocky Point Farms, Inc.;                                                  

          Plaintiffs,                    ORDER                       

v.                                                                        

DeLaval Inc.; West Agro, Inc.; DeLaval                                    
International AB; DeLaval Holding BV;                                     
DeLaval Holding AB; and Tetra Laval                                       
International SA;                                                         

          Defendants.                                                


                    INTRODUCTION                                     
Plaintiffs Triple S Farms, LLC (“Triple S”), Green Acres Dairy (“Green Acres”), 
LLC, Charles Fry and Emily Snyder (collectively “Fry”), and Rocky Point Farms, Inc. 
(“Rocky  Point”)  are  dairy  farmers  who  purchased  a  robotic  system  to  automate  the 
process  of  milking  their  cows.  That  system  is  the  DeLaval  VMS  V300,  which  was 
released in the United States in 2018 and allegedly promoted by the Defendants as a 
major upgrade over an earlier model, the DeLaval VMS Classic. In a previous lawsuit, 
Bishop, et al. v. DeLaval Inc., et al., Case No. 5:19-cv-06129-SRN (W.D. Mo.), a class of 
farmers claimed the Classic was defective. The Bishop case ultimately ended in a $50 
million class-action settlement.                                          
According  to  the  Plaintiffs  in  this  case,  although  the  marketing  of  the  V300 
promised it could properly and efficiently perform the essential functions of milking 
dairy farmers’ livestock, the V300, like the Classic before it, is defectively designed, 
defectively manufactured, fails to conform to express and implied warranties, and fails to 
perform as promised. The Plaintiffs also allege that the Defendants deceived them into 

believing that the machine could do it job through affirmative misrepresentations and 
omissions.                                                                
Based on these allegations, Plaintiffs are pursuing causes of action for breach of 
contract; breach of implied warranty of merchantability; breach of implied warranty of 
fitness  for  a  particular  purpose;  breach  of  express  warranty;  strict  products  liability; 

negligence; fraudulent inducement; negligent misrepresentation; fraudulent concealment 
or omission; violation of Washington’s Consumer Protection Act, RCW § 19.86, et seq.; 
and violation of Maryland’s Consumer Protection Act, M.D. Comm. L. Code § 13-101, et 
seq.1 [Am. Compl., Dkt. 199.]                                             
After Triple S filed its initial Complaint, the Defendants filed several motions to 

dismiss raising a variety of challenges including failure to state a claim and lack of 
personal jurisdiction. The Court addressed the substance of motions to dismiss for failure 
to state a claim filed by Defendants DeLaval Inc. and West Agro, Inc., granting their 
motions in part and denying them in part. The Court noted that Triple S attempted to 
plead alter-ego claims and to allege an alter-ego theory of personal jurisdiction with 

respect to several of the Defendants, but it had done so without the ability to include 
information in the original Complaint that the Bishop plaintiffs had uncovered during that 

1 Green Acres is in Washington; Fry and Rocky Point are in Maryland. 
litigation. Triple S, represented here by the same counsel that represented the Bishop 
class, pled the original alter-ego claims with one hand tied behind its back due to the 
provisions  of  a  protective  order  from  the  Bishop  case  that  precluded  use  of  the 

information in other litigation. So, the Court gave the Plaintiffs an opportunity to replead 
once they obtained relief from the protective order from the Bishop court.  
Plaintiffs  filed  their  First  Amended  Class  Action  Complaint  (“Amended 
Complaint”) on March 23, 2023, which includes significantly greater detail concerning 
their alter-ego theory than could be found in the original Complaint. In other words, 

Plaintiffs have now taken their best shot at stating the factual basis for their alter-ego 
theories. As expected, Defendants renewed their motions to dismiss for failure to state a 
claim and for lack of personal jurisdiction. Specifically, this matter is before the Court on 
the Motion to Dismiss filed by Defendants DeLaval International AB (“DLI”), DeLaval 
Holding  BV  (“DHBV”),  DeLaval  Holding  AB  (“DHAB”)  (collectively  the  “Foreign 

DeLaval Entities”), and West Agro, Inc. (“West Agro”), [Doc. 210], and Defendant Tetra 
Laval International SA’s Motion to Dismiss [Doc. 218]. For the reasons that follow, Tetra 
Laval International SA’s motion is granted, and the Foreign DeLaval Entities’ motion is 
granted in part and denied in part.                                       
                     BACKGROUND                                      

Plaintiffs’  factual  allegations  concerning  the  flaws  in  the  V300  and  the 
Defendants’ actions in marketing the newer robotic milking system, taken as true for 
purposes of the pending motions, are discussed in the Court’s March 2, 2023 Order on 
the motions to dismiss and to strike class allegations brought by DeLaval Inc. and West 
Agro. [Doc. 189 at 3–8.] For purposes of this Order, those facts have not substantially 
changed with the filing of the Amended Complaint, so the Court will not repeat them in 
detail here. Generally, Plaintiffs allege that the V300 cannot safely and effectively milk 

their cows, the V300 does not conform to the manufacturer’s express warranties, and one 
or more of the Defendants made material misrepresentations intended to induce Plaintiffs 
to purchase the V300s. As a result, Plaintiffs allege that they have suffered substantial 
losses through their inability to produce quality milk, being forced to build entirely new 
barns or retrofitting existing structures to house the largely ineffective V300 systems, and 

harm to their livestock.                                                  
The Foreign DeLaval Entities’ motions focus predominantly on the sufficiency of 
Plaintiffs’  “alter-ego”  allegations  in  the  Amended  Complaint,  both  for  purposes  of 
determining whether the amended pleading states a claim for relief and for establishing 
personal jurisdiction. Therefore, the Court describes those allegations below, which are 

set forth in granular detail in Paragraphs 24 through 98 of the Amended Complaint. 
Alleged Disregard of Corporate Form and Control                      
DeLaval  Inc.  is  a  Delaware  corporation  with  a  principal  place  of  business  in 
Missouri, that designs, manufactures, advertises, markets, and installs robotic milking 
systems in the animal husbandry industry. West Agro is a Delaware corporation, also 

with a principal place of business in Missouri, that runs a similar business, and is a 
wholly owned subsidiary of DeLaval Inc.                                   
Tetra  Laval  International  SA  (“TLI”  or  “Tetra  Laval”)  is  a  Swiss  company 
collectively owned by three members of the “Rausing Family.” It is the controlling owner 
of the DeLaval Group, and is the corporate parent, grandparent, or great-grandparent of 
the Foreign DeLaval Entities, DeLaval Inc., and West Agro.                
DeLaval International AB (“DLI”) is a Swedish company that is a wholly owned 

subsidiary of DeLaval Holding BV (“DHBV”). DLI allegedly “controls and directs the 
content of all marketing and sales information provided to dairy farmers by coordinating 
with employees of DeLaval Inc., including in Missouri.” [Doc. 199 ¶ 20.]  
DHBV is the parent company of DeLaval Inc. and DLI and owns all shares of both 
companies.  It  is  founded  under  the  laws  of  the  Netherlands.  DeLaval  Holding  AB 

(“DHAB”) is a Swedish company that is DHBV’s corporate parent. DHAB is a wholly 
owned subsidiary of TLI.                                                  
Plaintiffs allege that all the Defendants are controlled by one board, act as a single 
economic unit, do not observe corporate separateness, and have collectively implemented 
a fraudulent scheme to market and sell the V300s to Plaintiffs and the putative classes, 

while siphoning funds away from DeLaval Inc. that would otherwise be available to 
compensate the class members for their losses. Defendants allegedly operate as a non-
legal  entity  referred  to  as  “DeLaval  Group,”  “DeLaval,”  or  “One  DeLaval.”  Each 
company is treated as a mere division of this group. TLI allegedly asserts operational 
control over all Defendants throughout the group, including as it relates to the design, 

manufacture, sale, and distribution of the V300.                          
All Defendants operate under the “Tetra Laval Group Board” and the “DeLaval 
Group Management Team.” The Group Board and Group Management allegedly have 
decision-making authority that supersedes that of the management or directors of each of 
the individual Defendant entities. The Group Board is responsible for the overall strategy 
of TLI, and allegedly “directs, mandates and controls the business operations of each 
Defendant.” Nine individuals sit on the Group Board, three of whom are members of the 

family that collectively owns TLI. Several of the members of the Group Board also sit on 
the boards of directors of other Defendants.                              
The  members  of  the  Group  Management  are  appointed  by  the  Group  Board. 
Group  Management  members  purportedly  exert  day-to-day  control  over  Defendants’ 
operations, including the design, manufacture, sale, marketing and distribution of the 

V300. The CEO of the DeLaval Group is on the Board of Directors of both DHAB and 
DLI,  is  allegedly  employed  by  DLI,  but  serves  as  the  CEO  without  distinguishing 
between or among any of the Defendants. Plaintiffs claim that the CEO was involved in 
the design of the V300 through participation in projects and studies in the United States 
and was involved in the marketing of the V300 in the United States. The CFO of DeLaval 

Group is allegedly employed by DHBV or a subsidiary and serves in those roles without 
distinguishing between them. Other members of the Group Management are claimed to 
be employed by DLI, except for the Executive Vice President of Cluster Americas, who 
is employed by DeLaval Inc., and they too serve in their roles without distinguishing 
between technical legal entities.                                         

Plaintiffs assert that the Group Board and Group Management control or dominate 
each individual Defendant’s operation and management. All Defendants allegedly have 
the same directors or officers because the Group Management team and the Group Board 
and its committees oversee all the DeLaval entities. Pursuant to a “Corporate Policy,” 
Plaintiffs claim that the CEO and CFO of the Group Management make the decisions that 
would normally be made by each entity’s own officers. And there is significant overlap 
between the membership of the directors and officers of each of the Defendants and the 

Group Board and Group Management.                                         
Moreover, TLI, DHAB, and DHBV allegedly do not allow the individual entities’ 
boards of directors or management to make decisions that are in the best interests of those 
entities. Instead, they require the various boards to put the best interests of the overall 
DeLaval Group first. TLI does not operate as a typical holding company, but rather takes 

responsibility for the group’s public affairs, communications, and human resources. Like 
TLI,  DHAB  allegedly  has  only  a  nominal  board  of  directors  and  the  Group  Board 
controls its operations. DHBV serves as the “financial and controls department” of the 
DeLaval Group under the direction of the CFO. DLI acts as the “entrepreneur” of the 
DeLaval Group and was purportedly engaged in the design, development, manufacture, 

marketing,  and  sale  of  the  V300  and  associated  products  and  services,  and  was 
responsible for centralized marketing of the V300.                        
The Amended Complaint also asserts that DeLaval Inc. failed to maintain formal 
legal  requirements.  It  did  not  conduct  continuous  structured  board  meetings.  And 
DeLaval Inc. allegedly maintained no meeting minutes from 2010 through the present. 

DHAB, DLI, DHBV, and West Agro also disclosed no meeting minutes during discovery 
in the Bishop litigation, leading Plaintiffs to assert that their nominal boards of directors 
do not meet regularly or maintain regular meeting minutes.                
The Group Board and the Foreign DeLaval Entities oversee each Defendant’s 
finances and financial controls functions. The DeLaval Group’s members financials are 
consolidated, and intra-company transactions are eliminated. DeLaval Inc., West Agro, 

and DLI transfer all of their profit to the DeLaval Group and TLI. Because revenues that 
the subsidiaries make funnel up the corporate chain, subsidiary entities like DeLaval Inc. 
allegedly rely on cash made available by TLI for operating costs and to pay debts. The 
Corporate  Policy  also  dictates  that  each  DeLaval  company  keep  excess  cash  to  a 
minimum. At least in some instances, DeLaval Inc. allegedly lacks authority to set the 

terms for sale of V300s to dairy farmers, and the CEO has only limited power under the 
Corporate Policy to engage in financial transactions on behalf of any of the entities. 
TLI, the Group Board, and Group Management determine executive compensation 
within  each  DeLaval  entity.  TLI  coordinates  and  arranges  all  insurance  and  risk 
management for members of the DeLaval Group, including DeLaval Inc., pursuant to the 

Corporate Policy.                                                         
The  Group  Board,  Group  Management,  and  the  Foreign  DeLaval  Entities 
reportedly treat property, especially the property of DeLaval Inc. and West Agro located 
in the United States, as their own. DLI uses storage facilities in the United States owned 
by DeLaval Inc. to house inventory. The entire DeLaval Group uses the same DeLaval 

Website  and  email  domain,  and  the  DeLaval  Website  does  not  distinguish  between 
corporate entities. Vacancies for employment positions are advertised as positions with 
“DeLaval.”                                                                
Alleged Injustice from Abuse of Corporate Form                       
According to the Amended Complaint, the disregard of corporate formalities and 
centralized control described above has been or will be used to commit fraud or injustice 

against the Plaintiffs. DeLaval Inc. was allegedly directed by Group Management, the 
Group Board, and the Foreign DeLaval Entities to make the fraudulent representations 
described in the Amended Complaint, and without the aforementioned control, Plaintiffs 
assert that they would not have been injured. That control also resulted in the asserted 
siphoning  of  funds  from  DeLaval  Inc.  to  limit  DeLaval  Inc.’s  potential  liability  for 

punitive  damages.  According  to  the  Plaintiffs,  after  the  Bishop  case  was  filed  and 
between the end of 2018 and the beginning of 2019, over $350 million in assets were 
taken from DeLaval Inc.’s accounts, reducing its total assets from over $790 million to 
under $434 million. Additional assets were siphoned from DeLaval Inc. to the point that 
it eventually showed a balance of negative $1. Further, Plaintiffs allege that the DeLaval 

Inc.  President  and  CEO  falsely  stated  that  DeLaval  Inc.’s  assets  totaled  over  $800 
million, including $3 million in cash, but the total assets were, in fact, closer to $90 
million.                                                                  
Plaintiffs claim that this siphoning of funds was directed or completed by Group 
Management,  the  Group  Board,  and  the  Foreign  DeLaval  Entities.  The  individual 

DeLaval entities are also required to have inadequate cash by the Corporate Policy. 
Plaintiffs assert that “on information and belief, DeLaval  Inc.’s cash was eliminated 
following the filing of Bishop in anticipation of Bishop and future class actions like this 
one to hinder Plaintiffs’ ability to collect, including with respect to punitive damages.” 
[Doc. 199 ¶ 94.] In addition, TLI allegedly placed a $100 million loan on DeLaval Inc.’s 
books, though DeLaval Inc.’s President and CEO did not know what the loan was used to 
acquire. This loan almost doubled DeLaval Inc.’s liabilities. According to the Amended 

Complaint, this action was also taken for the purpose of hindering the ability of the 
Plaintiffs to collect on any judgment.                                    
DLI’s Alleged Jurisdictional Contacts                                
The Amended Complaint asserts that DLI has targeted each state in the United 
States in which V300s were sold using marketing designed for the United States. DLI 

controlled the design and distribution of the marketing materials. Its CEO traveled to the 
United States and gave a presentation in person at a V300 launch event in Madison, 
Wisconsin. DLI also developed the V300 based on studies conducted in Missouri and on 
farms across the United States. DLI contacted V300 purchasers across the United States 
by  servicing  V300  machines.  Those  service  contacts  included  remote  access  or 

monitoring and direct consultation with service providers in the United States. DLI also 
allegedly works directly with employees and agents of DeLaval Inc. in the United States, 
including in Missouri, regarding servicing of V300s. DLI registered to do business in 
Missouri, stores equipment in Missouri, and entered into agreements with DeLaval Inc. 
while it was headquartered in Missouri. [Am. Compl. ¶¶ 99–103.]           

DeLaval Inc. as Alleged Agent                                        
Finally, the Amended Complaint alleges that DeLaval Inc. acted as the agent of 
the Foreign DeLaval Entities in the United States and Missouri because the latter directed 
and controlled DeLaval Inc.’s marketing, sale, and distribution of the V300. Because 
DeLaval Inc.’s tortious acts and breaches were undertaken at the direction of DLI, as well 
as DHAB, DHBV, and TLI through Group Management and the Group Board, Plaintiff 
assert that there is personal jurisdiction over each Defendant. [Am. Compl. ¶¶ 104–07.] 

Jurisdictional Evidence                                              
Because the pending motions raise challenges to the Court’s personal jurisdiction, 
the parties have relied on evidence outside the pleadings. Plaintiffs offered extensive 
exhibits to support their showing that exercise of personal jurisdiction over the Foreign 
DeLaval Entities and TLI would be appropriate under an alter-ego or agency theory.2 

Plaintiffs  offered  copies  of  the  LinkedIn  profiles  for  DeLaval  personnel  Bret  Faber, 
Christian Poggenesse, and Harnold Jans to illustrate that those affiliated with different 
organizations in the Defendants’ corporate families refer to their respective employers 
simply as “DeLaval.” [Dkt. 130-1, 130-2, 130-3.]                          
Plaintiffs  similarly  point  to  a  DeLaval  slideshow  presentation  that  depicts  a 

“DeLaval Board” and “Tetra Laval Board” and “Group Management” sitting at the two 
highest tiers of a pyramid depicting decision-making within the organization. [Dkt. 156 at 
151.] The same slideshow demonstrates that the Tetra Laval Group Board establishes 
“Charters of Responsibilities & Code of Business Conduct” as well as the Tetra Laval 
“Group Policies and Procedures” that apply to TLI, “DeLaval,” and others within the 

organization. [Id. at 162.] The slideshow also refers to “corporate governance” as “the 

2 Much of this evidence was obtained through the use of jurisdictional discovery that was 
permitted in Bishop so the plaintiffs in that class action could pursue the same alter-ego theories 
of personal jurisdiction against the same Defendants as in this case. However, that litigation 
settled before the jurisdictional issues were ultimately resolved by the Bishop court. 
system by which the DeLaval group of companies are directed/mandated and controlled.” 
[Id. at 167.]                                                             
Plaintiffs provided a 2004 copy of the “DeLaval Corporate Policies.” [Dkt. 156-3.] 

The document sets forth mandatory rules for the organizations within the DeLaval Group 
to follow, and DeLaval Group Management approves the policies. [Id. at 4.] One of the 
policies requires the number of members of a DeLaval company’s board of directors to 
be kept to the legally required minimum, consisting of a Managing Director, a member of 
local senior management, and a representative of the region or a member of DeLaval’s 

Group Management. [Id. at 9.] In addition, the policies provide that “[e]xcess cash must 
be kept to a strict minimum locally,” and that any excess cash be applied to cover certain 
obligations first. [Id. at 15.] “Long-term, structural excess cash should be distributed as 
dividend or otherwise extracted from the respective [DeLaval] company,” and DeLaval 
companies are required to seek financing internally from the Tetra Laval Group prior to 

looking to external (bank) financing. [Id.] The policies prohibit DeLaval companies from 
mortgaging assets without obtaining approval from DeLaval Group Finance and Control. 
[Id. at 16.]                                                              
DeLaval Inc. and West Agro are identified as part of the “Americas Cluster” of the 
DeLaval Group. [Dkt. 156-1.] The human resources, legal, and finance aspects of the 

Americas Cluster businesses report directly to Sweden for support and so that business is 
conducted consistently across regions. [Cuccioli Dep. at 162, Dkt. 156-2.] For certain 
large transactions exceeding one million euros, the head of Americas Cluster, Fernando 
Cuccioli, testified in the Bishop case that he would need to obtain approval. [Id. at 162–
66.]                                                                      
Plaintiffs also offer evidence indicating that at unspecified times, some individuals 

have held management roles or served as board members for more than one entity or 
group, including: the DeLaval Group Management Team; DHAB’s Board of Directors; 
DHBV’s  Board  of  Directors;  DLI’s  Board  of  Directors;  DeLaval  Inc.’s  Board  of 
Directors;  and  West  Agro’s  Board  of  Directors.  Plaintiffs  illustrate  the  alleged 
overlapping management and board membership with the following chart:     

        DeLaval  DeLaval  DeLaval  DeLaval  DeLaval  West            
        Group   Holding  Holding  International  Inc.  Agro          
        Mgmt.   AB       BV      AB Board   Board    Inc.            
        Team    Board    Board              or       Board           
                                            Officer  or              
                                                     Officer         
Paul Lofgren    x       x                 x                               
Christian       x       x        x        x         x                     
Poggensee                                                                 
Johan Swahn     x       o                 o         x                     
Varlie Binner   x                         x                               
Fernando        x                                   x        x            
Cuccioli                                                                  
Johan Ledel     x       o                 x                               
Bert Faber              o        x        o                               
Katherine Sams                                      x        x            
Jeff Fine                                           x        x            
Matt Ericson                                        x        x            

[Dkt. 154 at 7 & nn. 6–7 (citing various exhibits at Dkt. 155 and Dkt. 156).]3 

3 Within the table, the “x” appears to designate simply that the individual served, at one 
time or another, on the board or as an officer. The “o” designates that the individual was a 
“‘[s]pecifically authorized signatory’ for the entity.” [Dkt. 154 at 7 n.5.] 
Plaintiffs provide documentation indicating that the DeLaval Group companies 
use consolidated financial accounts  and cash pooling  maintained  by  the Tetra Laval 
Group.  [Dkt. 156-3  at  13;  Poggensee  Dep.  at  115–18,  Dkt. 156-25.]  They  note  that 

Mr. Poggensee explained how DeLaval Inc. obtains operational funding from that cash 
pool. [Poggensee Dep. at 122.]                                            
Further,  Plaintiffs  present  evidence  that  they  argue  shows  DeLaval  Inc.  is 
inadequately capitalized. They assert that between the end of 2018 and the beginning of 
2019, over $350 million in assets was removed from DeLaval Inc.’s books. [Dkt. 156-31 

at  3  (showing  Dec.  2018  closing  assets);  Dkt. 156-32  at  3  (showing  2019  opening 
assets).] DeLaval Inc.’s assets continued to decline, and by the end of 2019 its available 
cash eventually fell to –$1. [Dkt. 156-32 at 3 (pooled cash at closing); id. (closing 2019 
assets).] Plaintiffs note that the corporate policies discuss above require cash pooling and 
for an entity like DeLaval Inc. to maintain “inadequate cash.” [See Dkt. 154 at 12–13.] 

Defendants also submitted evidence relevant to the jurisdictional questions. The 
DeLaval Group’s Chief Financial Officer, Christian Poggensee, filed a declaration stating 
that DHAB is part of the DeLaval Group, which is a multinational group of companies, 
but DHAB does not refer to itself as DeLaval Group. [Dkt. 160 ¶ 3.] DHAB owns all but 
one share of DHBV, and Tetra Laval owns the sole remaining share. [Id. ¶ 4.] Although 

DHAB owns DHBV, which in turn owns DeLaval Inc. and other companies, DHAB does 
not  engage  in  “industrial  business  operations”  such  as  developing,  manufacturing, 
marketing, selling, installing or servicing any products, including the V300s. [Id.] DHAB 
has no offices in the United States, owns no real property in the United States, and has no 
employees in the United States. [Id. ¶ 5.] DHAB’s board of directors meets four times a 
year in Sweden or online, and none of its directors are also officers or directors of 
DeLaval Inc. [Id. ¶ 6.] In fact, DHAB has no employees. [Id. ¶ 7.]        

Mr. Poggensee filed a second declaration stating that DLI is a Swedish company 
that is part of the DeLaval Group, but does not refer to itself by that name. [Dkt. 164 ¶ 3.] 
DLI itself does not own any portion of DeLaval Inc., but it sells equipment to DeLaval 
Inc. under a distribution agreement so that DeLaval Inc. can make further sales in the 
United States. [Id. ¶ 4.] DLI has no offices in the United States and owns no real property 

in the United States, but it does store inventory at facilities owned by DeLaval Inc. ad 
West Agro in Kansas. [Id. ¶ 5.] DLI does not market, sell, or maintain products in the 
United  States,  except  to  assist  DeLaval  Inc.  with  complicated  technical  requests 
regarding products that DLI manufactures. [Id.] None of DLI’s directors or employees 
are officers or directors of DeLaval Inc. [Id. ¶ 6.]                      

Other evidence indicates that DLI sets a price for the purchase of VMS machines 
and DeLaval Inc. buys the machines at that price. [Rodriguez Dep. at 58, Dkt. 215-2.] 
After a VMS is in DeLaval Inc.’s inventory, the price that DeLaval Inc. charges a dealer 
or a farmer for that VMS depends on many factors, including dealership performance and 
the competition in the particular market. [Id. at 58–59.]                 

Bret Faber, a member of the DHBV Board of Directors, provided a declaration 
indicating that DHBV is similarly part of the DeLaval Group, but it does not refer to 
itself by that name. [Dkt. 123-1 ¶ 3.] DHBV is based in the Netherlands, and as of 
November 2022, it owned 53 subsidiary entities located in various countries around the 
world. [Id. ¶¶ 3–4.] One of the subsidiaries it owns is DeLaval Inc., but DHBV does not 
develop, manufacture, market, sell, install, or service any products, including the V300s. 
[Id. ¶ 4.] DHBV has no presence in the United States, owns no property in the United 

States, and conducts no business in the United States. [Id. ¶ 5.] Its board of directors 
meets in the Netherlands and none of its officers or directors are also officers or directors 
of DeLaval Inc. [Id. ¶ 6.] Unlike DHAB, DHBV does have some employees—eight to ten 
at any given time. [Id. ¶ 7.] They do not manage the day-to-day operations of any of the 
subsidiary entities that it owns, including any of the other Defendants in this case. [Id.] 

Robert Swan, a member of the Tetra Laval board of directors, filed declarations 
stating that TLI is a Swiss company that is part of Tetra Laval Group, but it does not refer 
to itself by that name. [Dkt. 77 ¶ 3.] TLI does not develop, manufacture, market, sell, 
install, or service any products, including the V300s. [Id. ¶ 4.] It has no offices in the 
United States, owns no real property in the United States, has no employees in the United 

States, and does not conduct any business or activities in the United States. [Id. ¶ 5.] 
None of TLI’s officers or directors is also an officer or director of DeLaval Inc. [Id. ¶ 7.] 
Mr. Swan further explains that the board meetings referred to in the Amended Complaint 
that took place in Pennsylvania in September 2008 and in Indiana in September 2019 
were not TLI board meetings. [Dkt. 223 ¶ 4.]                              

Other  evidence  in  the  record  indicates  that  DeLaval  Inc.  holds  regular  board 
meetings, including the testimony of one of DeLaval Inc.’s board members in the Bishop 
litigation. [Cuccioli Dep. at 61–63, Dkt. 168.] The record also includes DeLaval Inc. 
board meeting minutes and resolutions from 2006 through 2019. [Dkt. 169.] DeLaval 
Inc’s sole shareholder, DHBV, holds annual board meetings and votes to elect members 
of the board, and the board chooses the officers of DeLaval Inc. [Dkt. 156-11, 156-12.] In 
addition, while corporate policy documents show that TLI establishes a corporate code of 

business conduct, the DeLaval President & Chief Executive Officer, Joakim Rosengren, 
distributed a letter attaching an adapted Tetra Laval Code of Business Conduct providing 
that “Local Management of DeLaval reports to Group Management members and has 
operational responsibility for their respective DeLaval Company operating unit.”  The 
local managers are instructed to prioritize the overall interests of the DeLaval Group over 

their local entity, but “[t]he local manager is delegated such powers as are consistent with 
discharging this role. . . .” [Dkt. 171 at 1, 8.]                         
In  yet  another  declaration,  Mr. Poggensee  explained  that  multi-national 
corporations like the DeLaval entities often use cash pooling arrangements. [Dkt. 174 
¶ 2.]  “Their  purpose  is  to  use  the  internal  funds  of  subsidiaries  and  parents  before 

resorting to bank borrowing.” [Id.] Debts incurred and payments received under these 
arrangements  are  documented  on  each  company’s  financial  statements,  then  those 
statements are combined in compliance with International Financial Reporting standards, 
which  includes  eliminating  intracompany  and  intercompany  transactions.  [Id.  ¶ 3.] 
Mr. Poggenesse explains that just as a line of credit does not give a bank operational 

control over the company to which it lends, funding of a subsidiary through a cash 
pooling arrangement does not give the company providing the funding control of the 
commercial operations of the other company. [Id. ¶ 4.] Further, Mr. Poggenesse explains 
that DeLaval Inc. pools cash among its own business units and its subsidiary West Agro, 
but it does not share a cash pooling arrangement with DHBV, DHAB, DLI, or Tetra 
Laval.  [Id.  ¶ 5.]  Instead,  DeLaval  Inc.  has  a  “contractual  cash  pool/borrowing 
arrangement with Tetra Pak, Inc.,[4] which is a company within the Tetra Laval Group, in 

addition  to  external  bank  relationships.”  [Id.;  see  also  Dkt. 173.]  Defendants  also 
provided evidence that DeLaval Inc. has cash on hand to pay its bills along with a 
“comfortable cushion.” [Dkt. 170 ¶ 4.] Historically, DeLaval Inc. has paid  an annual 
dividend to its shareholders, and it maintains insurance to cover liability claims. [Id.] 
                      DISCUSSION                                     

I.   Legal Standards                                                      
The Defendants’ motions raise issues of personal jurisdiction under Federal Rule 
of Civil Procedure 12(b)(2) and failure to state a claim and Rule 12(b)(6). 
A. Personal Jurisdiction                                             
In a diversity case like this, the court follows state law to determine the issue of 

personal jurisdiction, looking to the forum state’s long-arm statute. Walden v. Fiore, 

 (2014). Because Minnesota’s long-arm statute extends jurisdiction to the 
fullest extent allowed, courts in the District of Minnesota determine only whether their 
exercise of personal jurisdiction over a defendant is consistent with due process. Wessels, 
Arnold & Henderson v. Nat’l Med. Waste, Inc., 

 (8th Cir. 1995). To 

be consistent with due process, a defendant must have minimum contacts with the forum 
so  that  exercising  jurisdiction  will  not  “offend  traditional  notions  of  fair  play  and 

4 Tetra Pak Inc. is a Texas corporation.                             
substantial justice.” World-Wide Volkswagen Corp. v. Woodson, 

, 291–92 
(1980). A defendant’s contacts with a forum are sufficient when the defendant “should 
reasonably anticipate being haled into court there.” 

; Bros. & Sisters in Christ, 

LLC v. Zazzle, Inc., 

 (8th Cir. 2022). In conducting that analysis, the 
Court must determine whether Defendants have sufficient minimum contacts and whether 
the Plaintiffs’ claims “arise out of or relate to” Defendants’ contacts. Ford Motor Co. v. 
Montana Eighth Jud. Dist. Ct., 

 (2021) (quoting Bristol-Myers 
Squibb Co. v. Superior Court of Cal., San Francisco Cty., 

, 1780 (2017)). 

The Court considers five factors in the minimum-contacts analysis. Bros. & Sisters 
in Christ, 

; Johnson v. Arden, 

 (8th Cir. 2010). The three 
“primary factors” include: “(1) the nature and quality of the contacts with the forum state; 
(2) the quantity of the contacts; [and] (3) the relationship of the cause of action to the 
contacts.”5 Arden, 

. These factors are “closely interrelated” and often 

considered together. Digi-Tel Holdings, Inc. v. Proteq Telecomms. (PTE), Ltd., 

  (8th  Cir.  1996).  The  “secondary  factors”  are  “(4) the  interest  of  [the  state]  in 
providing a forum for its residents; and (5) the convenience or inconvenience to the 
parties.” Arden, 

.                                         
In addition, “[p]ersonal jurisdiction can be properly asserted over a corporation if 

another is acting as its alter ego, even if that alter ego is another corporation.” Epps v. 

5 The Eighth Circuit has noted that the third factor “distinguishes whether the jurisdiction 
is specific or general.” Arden, 

. No party here contends that Minnesota has 
general jurisdiction over any of the Foreign DeLaval Entities or Tetra Laval, so the Court 
considers specific jurisdiction alone.                                    
Stewart Info. Servs. Corp., 

 (8th Cir. 2003); Kruger v. Lely N. Am., 
Inc., No. 20-cv-629 (NEB/DTS), 

, at *3 (D. Minn. Dec. 14, 2020). 
“The circumstances of each case must be examined to determine whether a corporation 

through the activities of another corporation has subjected itself to jurisdiction in a state 
under its long arm statute.” Epps, 

 (quoting Lakota Girl Scout Council, 
Inc. v. Havey Fund-Raising Mgmt., Inc., 

 (8th Cir. 1975)); Hawkeye 
Gold, LLC v. China Nat’l Materials Indus. Imp. & Exp. Corp., 

 (8th 
Cir. 2023) (finding, under Iowa law, that plaintiff failed to demonstrate “exceptional 

circumstances” justifying piercing the corporate veil to exercise jurisdiction over Chinese 
parent  company  based  on  U.S.-base  subsidiary’s  contacts  with  Iowa).  “[A]  court’s 
assertion of jurisdiction is contingent on the ability of the plaintiffs to pierce the corporate 
veil.” Epps, 

. Courts consider state law when considering whether to 
pierce the corporate veil. 

                                            

On a motion to dismiss for lack of personal jurisdiction, the “plaintiffs bear the 
burden of establishing a prima facie showing of jurisdiction, and we view the [facts] in 
the light most favorable to the plaintiffs.” Kaliannan v. Liang, 

 (8th Cir. 
2021) (cleaned up). This prima facie showing “is accomplished by pleading sufficient 
facts  ‘to  support  a  reasonable  inference  that  the  defendants  can  be  subjected  to 

jurisdiction within the state.’” K-V Pharm. Co. v. J. Uriach & CIA, S.A., 

, 
591–92 (8th Cir. 2011) (quoting Dever v. Hentzen Coatings, Inc., 

 
(8th Cir. 2004)). The evidentiary showing required at this stage is minimal. Arden, 

.  This  showing  is  “tested,  not  by  the  pleadings  alone,  but  [also]  by  the 
affidavits and exhibits” supporting and opposing the motion to dismiss. Dever, 

. The district court views the evidence in the light most favorable to the plaintiffs 
and resolves conflicting facts in their favor. K-V Pharm., 

. 

B. Failure to State a Claim                                          
To survive a Rule 12(b)(6) motion to dismiss, a complaint must contain “enough 
facts to state a claim to relief that is plausible on its face.” Bell Atl. Corp. v. Twombly, 

  (2007).  This  standard  does  not  require  the  inclusion  of  “detailed 
factual allegations” in a pleading, but the complaint must contain facts with enough 

specificity “to raise a right to relief above the speculative level.” 

. “Threadbare 
recitals of the elements of a cause of action, supported by mere conclusory statements,” 
are not sufficient. Ashcroft v. Iqbal, 

 (2009) (citing Twombly, 

). In applying this standard, the Court must assume the facts in the complaint to be 
true and take all reasonable inferences from those facts in the light most favorable to the 

plaintiff. Morton v. Becker, 

 (8th Cir. 1986); see Waters v. Madson, 

 (8th Cir. 2019). But the Court need not accept as true any wholly 
conclusory allegations or legal conclusions that the plaintiff draws from the facts pled. 
Glick v. W. Power Sports, Inc., 

 (8th Cir. 2019).        
II.  Choice of Law                                                        

The parties have extensively briefed and argued the appropriate choice of law to 
be applied to the analysis of the alter-ego personal-jurisdiction issues. Defendants argue 
that the Court must apply Missouri’s choice-of-law rules because the case was transferred 
here from the Western District of Missouri. They argue that under Missouri’s choice-of-
law rules, the Court must apply Delaware law to assess the sufficiency of Plaintiff’s alter-
ego allegations. However, they eventually suggest that there is no meaningful conflict 
between Missouri and Delaware law. [Dkt. 123 at 6–9; Dkt. 159 at 6; Dkt. 163 at 6; Dkt. 

61 at 4 n.2; Dkt. 103 at 22–25; Dkt. 213 at 6 n.4; Dkt. 220 at 7–8.] Plaintiffs argue that 
Missouri law applies to both the choice-of-law question and to the sufficiency of their 
alter ego allegations, but also appear at one point to concede that there is no material 
conflict  between  these  bodies  of  law.  [Dkt. 129  at  13–16;  Dkt.  231  at  25  n.25.] 
Nevertheless,  Plaintiffs  suggest  that  the  Court  is  obligated  to  apply  Missouri  law. 

[Dkt. 129 at 13.]                                                         
This case was transferred to the District of Minnesota from the Western District of 
Missouri pursuant to 

(a). [Dkt. 23.] “When a case is transferred under 
§ 1404(a),  the  transferee  district  court  [here,  the  District  of  Minnesota]  applies  the 
choice-of-law rules of the transferor court’s State [here, Missouri].” Steen v. Murray, 

 (8th Cir. 2014). “Missouri courts apply the internal affairs doctrine when 
requested to pierce the corporate veil” and look to the law of a company’s state of 
incorporation when resolving alter-ego disputes. Douglas v. Imerys Talc Am., Inc., No. 
4:18CV1141 RLW, 

, at *6 (E.D. Mo. Feb. 14, 2019) (quotations and 
citations omitted); see also Nat’l Green Gas, LLC v. Estrategy, Inc., Case No. 4:18-CV-
00285-BCW, 

, at *3 (W.D. Mo. Jan. 17, 2019).6             
Because Plaintiffs contend that the Foreign DeLaval Entities and West Agro are 

alter-egos of DeLaval Inc., and DeLaval Inc. is incorporated in Delaware, the Court looks 
primarily to Delaware law to analyze the alter-ego issues in this case. However, the 
parties have relied upon cases from both Missouri and Delaware in their briefing, noted 
that courts generally consider Delaware law to be persuasive authority in cases involving 
various  aspects  of  corporate  law,7  and  broadly  agreed  that  there  is  no  outcome-

determinative difference between the various bodies of law governing the alter-ego issues 
presented in this case. Having reviewed the cited caselaw and the voluminous briefing on 
the subject, the Court has failed to identify a meaningful difference between these bodies 
of law, as applied to these motions, will not belabor the issue further at this time, and will 
rely primarily on Delaware alter-ego law.                                 

III.  Personal Jurisdiction                                               
The Foreign DeLaval Entities (DLI, DHAB, and DHBV) and Tetra Laval argue 
that the Plaintiffs have failed to meet their burden to make a prima facie showing that the 


6 Minnesota courts also appear to apply the internal-affairs doctrine and look to the law of 
a company’s state of incorporation when evaluating whether an entity is an alter ego. Russ v. 
XPO Logistics, LLC, No. 19-cv-2719 (DSD/JFD), 

, at *7 (D. Minn. Aug. 16, 
2022).                                                                    
7 See Swope v. Siegel-Robert, Inc., 

, 496 (8th Cir. 2001) (predicting that 
Missouri would follow Delaware law based in part on Delaware’s “expertise in analyzing issues 
of corporate law”).                                                       
Court has personal jurisdiction over them.8 They contend that Plaintiffs’ allegations do 
not establish personal jurisdiction under a theory that these entities are “alter egos” of 
DeLaval Inc. or through a traditional minimum-contacts analysis, and that Plaintiffs’ 

“agency” theory of jurisdiction also fails as a matter of law.            
A. Alter-Ego Theory9                                                 
As  noted  above,  a  corporate  subsidiary’s  contacts  with  the  forum  may  be 
attributed to a corporate parent if the subsidiary is the mere alter ego of the parent. Epps, 

. Establishing jurisdiction under an alter-ego theory requires a showing 

akin to that needed to pierce the corporate veil under the applicable state law. 

 And 
under the circumstances of this case, the relevant state law is primarly that of Delaware. 



8 West Agro does not join this aspect of the Foreign DeLaval Entities’ motion to dismiss 
and does not contest personal jurisdiction.                               
9  In  assessing  the  sufficiency  of  Plaintiffs’  allegations  for  purposes  of  the  personal 
jurisdiction analysis, the Foreign DeLaval Entities and TLI urge the Court to disregard thirty-
seven allegations made by the Plaintiffs “on information and belief.” [Dkt. 213 at 3–6; Dkt. 220 
at 10.] They contend that allegations made on information and belief are insufficient to establish 
personal jurisdiction, citing Zeavision, LLC v. Bausch & Lomb Inc., No. 4:21CV1487 HEA, 

, at *2, *5 (E.D. Mo. Nov. 21, 2022). In Zeavision, the relevant allegation 
made on information and belief was the conclusory assertion that the defendant “operates in 
Missouri,” which was unaccompanied by any other factual assertion. Id. at *5. The Court is 
unaware  of  any  Eighth  Circuit  authority  standing  for  the  proposition  that  a  proper,  non-
conclusory factual assertion made “on information and belief” cannot be considered for purposes 
of a personal jurisdiction analysis at the motion to dismiss stage. In reaching the conclusions 
discussed in this Order, the Court has examined Plaintiffs’ allegations that are not controverted 
by any evidence from the Defendants, including those made “on information and belief,” while 
also observing that several of them are heavily worded conclusory statements unadorned by any 
specific factual allegations. However, the Court will not wholesale disregard all allegations made 
“on information and belief.”                                              
Delaware Alter-Ego Law                                               
Delaware courts observe corporate separateness except when “a subsidiary is a 
mere instrumentality or alter ego of its owner.” Microsoft Corp. v. Amphus, Inc., C.A. 

No. 8092-VCP, 

, at *6 (Del. Ch. Oct. 31, 2013) (quotations omitted); 
see also Blanks v. Fluor Corp., 

, 375–76 (Mo. Ct. App. 2014). The 
separateness  of  parents  and  subsidiaries  should  be  disregarded  only  in  exceptional 
circumstances. Case Financial, Inc. v. Alden, No. 1184-VCP, 

, at *4 
(Del. Ch. Aug. 21, 2009) (explaining that Delaware courts disregard the corporate form 

“only in the exceptional case”); see also Goellner-Grant v. Platinum Equity LLC, 

 (E.D. Mo. Sept. 18, 2018) (observing that the “parent-subsidiary 
separation  should  be  ignored  with  caution  and  only  when  the  circumstances  clearly 
justify it”) (quoting Blanks, 

).                         
Disregard of corporate separateness requires a showing “that one entity exercises 

control over the other.” You Map, Inc. v. Snap, Inc., No. CV 20-162-CFC, 

, at *1 (D. Del. Sept. 22, 2022); Blanks, 

 (requiring “complete 
domination . . . so that corporate entity . . . had . . . no separate mind, will or existence of 
its  own”).  Under  Delaware  law,  courts  examine  a  variety  of  factors  concerning  the 
operation  of  the  subsidiary  corporation  and  its  relationship  to  the  parent,  including: 

(1) whether  the  corporation  was  adequately  capitalized  for  purposes  of  its  business; 
(2) whether the corporation was solvent; (3) whether corporate formalities were followed, 
such as paying dividends, keeping records, and having properly functioning officers and 
directors; (4) whether there was any siphoning of funds by the dominant shareholder; and 
(5) whether the corporation was a mere façade for the controlling shareholder. Maloney-
Refaie v. Bridge at School, Inc., 

 (Del. Ch. 2008).      
In addition to satisfying the above multi-factor analysis, a plaintiff proceeding 

under an alter-ego theory must show that the subsidiary corporation is “a sham and 
exist[s] for no purpose other than as a vehicle for fraud.” Wallace ex rel. Cencom Cable 
Income  Partners  II,  L.P.  v.  Wood,  

  (Del.  Ch.  1999);  see  also 
Mitchell v. K.C. Stadium Concessions, Inc., 

 (Mo. Ct. App. 1993) 
(explaining that the  plaintiff “must  establish that  the corporate cloak was used as  a 

subterfuge to defeat public convenience, to justify a wrong, or to perpetrate a fraud”). 
The kind of “injustice” that is relevant to this analysis is not the underlying facts that give 
rise to the plaintiff’s breach of contract or tort claims, but that the “fraud or injustice be 
found in the defendant’s use of the corporate form itself.” Zweigenhaft v. PharMerica 
Corp., Civil Action No. 19-2201-RGA, 

, at *2 (D. Del. Sept. 3, 2020); 

see also Mobil Oil Corp. v. Linear Films, Inc., 

 (D. Del. 1989) 
(“The underlying cause of action does not supply the necessary fraud or injustice.”). For 
example,  a  defendant  may  use  the  corporate  form  to  work  an  injustice  where  the 
defendant forms a corporation “‘with specific intent to escape liability for a specific tort 
or  class  of  torts,’”  or  where  the  defendant  “strip[s]  the  corporation  of  its  assets  in 

anticipation of impending legal liability.” Mobil Oil Corp., 

 (quoting 
Zubik v. Zubik, 

 (3rd Cir. 1967) and discussing Minn. Mining & Mfg. v. 
Eco Chem, Inc., 

 (Fed. Cir. 1985)); Blanks, 450 S.W.2d at 376 
(explaining  “there  can  be  no  piercing  of  the  corporate  veil  without  a  showing  of 
impropriety in the establishment or use of the corporate form sought to be disregarded”). 
In  assessing  the  issues  of  alter-ego  jurisdiction,  the  Court  is  mindful  that 

disregarding the corporate form to “pierce the veil” is appropriate under Delaware law 
“only in exceptional circumstances.” Marnavi S.p.A. v. Keehan, 

 
(D. Del. 2012). Simply put, it is not a step to be taken lightly. Based on a careful review 
of the facts alleged in the Amended Complaint, the evidentiary record, and the relevant 
caselaw,  the  Court  finds  that  Plaintiffs  have  failed  to  demonstrate  that  Defendants 

“operate as a single economic unit, dominated by TLI, the Group Board, and Group 
Management,  whose  centralized  control  dictates  the  actions  of  the  DeLaval  Group 
through DLI, DeLaval Inc., and [West] Agro, including  their distribution, sales, and 
marketing activities in the U.S. regarding the V300.” [Dkt. 231 at 26.] The Court finds 
that the facts and circumstances highlighted by the Plaintiffs likely fall short of satisfying 

the showing required by the multi-factor test regarding corporate separateness to pierce 
the veil, and the Court will examine the various relevant factors in turn. But, even if some 
of the factors present a “close call” regarding whether the Defendant entities function as a 
single  economic  unit—particularly  when  viewed  through  the  permissive  lens  of  this 
procedural stage—the Court finds that Plaintiffs fail to show that the foreign Defendants 

have abused DeLaval Inc.’s corporate form to perpetuate a fraud or injustice. 
Control and Disregard of Corporate Separateness                      
As an initial matter, the Court notes that many of Plaintiffs’ allegations lump the 
Foreign DeLaval Entities and Tetra Laval into a single unit for purposes of their alter-ego 
theory,  rather  than  distinguishing  between  them.  But  these  distinctions  matter.  For 
instance, it is DHBV that owns all but a single share of DeLaval Inc.’s stock, while the 
only remaining share is owned by Tetra Laval. DHAB is a parent company of DHBV, but 

is not a direct corporate parent of DeLaval Inc. DLI is another subsidiary of DHBV, 
making it a sister company of DeLaval Inc., rather than a corporate parent of DeLaval 
Inc. This is notable because Eighth Circuit precedent permits the exercise of jurisdiction 
under  an  alter-ego  theory  when  a  parent  corporation  dominates  and  controls  its 
subsidiary, but that authority is less supportive of piercing the corporate veil as to sibling-

entities. See Kruger, 

, at *3 (citing Epps, 327 F.3d at 648–49, and 
observing that foreign companies that did not own U.S.-based affiliate were “unlikely” to 
have controlled and dominated the affiliate’s affairs such that the affiliate was their alter 
ego). However, that is only the first of the weaknesses in Plaintiffs’ attempt to exercise 
personal jurisdiction over these foreign Defendants under an alter-ego theory. 

Plaintiffs contend that because their Amended Complaint asserts the presence of 
several factors suggesting Group Board and Group Management control over DeLaval 
Inc.’s  operations,  this  case  presents  an  even  stronger  basis  for  finding  personal 
jurisdiction  under  an  alter  ego  theory  than  cases  where  courts  have  found  similar 
allegations of a number of factors sufficient. [Dkt. 231 at 28 & n.23.] However, the Court 

finds Plaintiffs’ reliance on the cases cited in their brief to be misplaced. For example, 
Plaintiffs suggest that their allegations create a stronger case for alter-ego jurisdiction 
than was found sufficient in In re Chocolate Confectionary Antitrust Litig., 

 (M.D. Pa. 2009). However, despite Plaintiffs here having access to voluminous 
discovery, including taking several depositions from the Bishop litigation already, neither 
their evidence nor their non-conclusory allegations demonstrate control by any of the 
foreign Defendants over DeLaval Inc.’s day-to-day operations that is comparable to what 

was found sufficient in that case. 

 at 614–15 (finding it appropriate to exercise personal 
jurisdiction over United Kingdom-based parent manufacturing companies where, among 
other things, the vertical management through product groups led the parent companies to 
“exercise[]  centralized  control  over  the  day-to-day  management  of  all  . . .  entities”) 
(internal quotations omitted). Although Plaintiffs’ Amended Complaint repeatedly states 

that the foreign Defendants “control” and “dominate” DeLaval Inc.’s operations, neither 
the facts they have alleged nor the evidence they produced make a prima facie showing of 
day-to-day operational control that would justify the exercise of personal jurisdiction 
under an alter-ego theory.                                                
Plaintiffs  have  provided  some  evidence  that  indicates  that  there  has  been 

overlapping management or membership among the boards of directors of the various 
foreign Defendants and DeLaval Inc., but the Court does not find the record persuasive 
on this point. First, the fact that there are overlapping shareholders, directors, or officers 
between two companies is not necessarily indicative of an alter-ego relationship. Case 
Fin., Inc. v. Alden, No. Civ. A. 1184-VCP, 

, at *4–5 (Del. Ch. Aug. 

21, 2009); CNH Am. LLC v. Kinzenbaw, No. C.A. 08-945 (GMS), 

, at 
*1 (D. Del. Nov. 9, 2009); Dunne v. Res. Converting, LLC, No. 4:16 CV 1351 DDN, 

, at *12 (E.D. Mo. May 24, 2017). And here the record actually 
indicates  that  what overlap exists  is  less significant than Plaintiffs imply. The chart 
included in Plaintiffs’ briefing identifies commonality between directors and officers of 
various DeLaval entities spanning a 15-year period, but does not identify when any of 
those individuals served in the identified roles. [Dkt. 154 at 10–11.] According to the 

declarations on file, none of DLI’s employees or directors are officers or directors of 
DeLaval  Inc.  [Dkt. 164  ¶ 6.]  None  of  DHAB’s  officers  or  directors  are  officers  or 
directors  of  DeLaval  Inc.  [Dkt. 160  ¶ 6.]  None  of  DHBV’s  officers  or  directors  are 
officers or directors of DeLaval Inc. [Dkt. 123-1 ¶ 6.] And none of TLI’s officers or 
directors  are  officers  or  directors  of  DeLaval  Inc.  [Dkt. 77  ¶ 7.]  Further,  the  Group 

Management team includes no officers or directors of DHBV or DHAB. And there are no 
employees of any of the Foreign DeLaval Entities on the Group Board. The Plaintiffs put 
too much emphasis on the overlap among leadership teams.                  
The Plaintiffs also argue that DeLaval Inc. failed to observe corporate formalities. 
See Marnavi S.p.A. v. Keehan, 

 (D. Del. 2012) (indicating that 

courts  consider  “whether  dividends  were  paid,  corporate  records  kept,  officers  and 
directors functions properly, and other corporate formalities were observed”) (quoting 
Maloney-Refaie, 

). The Court agrees that the record on this point supports 
an inference that some of DeLaval Inc.’s business was conducted in an informal manner. 
For instance, Plaintiffs point to deposition testimony suggesting that DeLaval Inc. did not 

always hold regular board meetings. [Dkt. 156, Ex. 3.] And testifying in September of 
2021, Mr. Cuccioli could not recall how many formal board meetings took place in 2015, 
2016, 2017, 2018, and 2019. He testified that DeLaval Inc. has board members that meet 
“periodically, almost weekly.” [Dkt. 168.] He indicated that “we don’t have, you know, a 
formal  continuous,  you  know,  structured  board  meetings.  You  know,  we  operate 
differently.”  [Dkt. 156,  Ex. 3  at  62–63.]  But  the  record  before  the  Court  also 
demonstrates that DeLaval Inc. did observe some corporate formalities, including paying 

dividends, keeping minutes of its board meetings when they occurred, and electing its 
own  board  members.  [Dkt. 169.]  And  although  the  Court  agrees  that  the  Plaintiffs’ 
showing is strongest on this point, as explored below, it is not enough to show  the 
fraudulent or nefarious purpose that the law requires. This evidence simply does not lend 
support to the idea that DeLaval Inc. was a sham corporation created or used for the 

purpose of defrauding creditors or perpetrating an injustice.             
Plaintiffs also highlight the corporate governance policies which require various 
DeLaval entities to operate for the good of the overall DeLaval team. But neither the law 
nor the facts support Plaintiffs’ claim that these policies render DeLaval Inc. a sham 
corporation. General oversight by the parent corporation over its subsidiaries does not 

constitute evidence of improper control. See Joiner v. Ryder Sys. Inc., 

, 
1485–86 (C.D. Ill. 1996) (finding parent’s implementation of several policies, a code of 
conduct, and code of ethics governing its subsidiaries, and its review of the subsidiaries’ 
strategies and goals were consistent with sound business judgment rather than alter ego); 
See In re Chocolate Confectionary Antitrust Litig., 674 F. Supp. 2d at 599–600 (finding 

allegations insufficient to demonstrate control by global parent over Canadian subsidiary 
for purposes of alter ego jurisdiction). In fact, here, the applicable governance documents 
also state that local management of DeLaval Inc. “has operational responsibility for their 
respective DeLaval Company/operating unit.” [Dkt. 171 at 8.] In any event, the uniform 
aspects of the DeLaval corporate governance on which Plaintiffs rely do not reflect the 
kind of “daily, operational control that is the sine qua non of an alter ego relationship.” In 
re Chocolate Confectionary Antitrust Litig., 

.      

Similarly,  the  Court  finds  Plaintiffs’  cash-pooling  allegations  fail  to  establish 
domination and control of DeLaval Inc. by the foreign Defendants. First, other courts 
have  found  that  centralized  management  of  funds  by  a  parent  corporation  is  not 
necessarily indicative of an alter ego relationship. Tyco Laboratories, Inc. v. DASI Indus., 
Inc., No. 92 C 5712, 

, at *10 (N.D. Ill. Sept. 9, 1993) (finding that a 

corporate parent was not the alter ego of subsidiaries even though all of the subsidiaries’ 
funds flowed to it and it paid for their financial obligations); United States v. Bliss, 

 (E.D. Mo. 1985) (rejecting the government’s attempts to pierce the 
corporate veil  despite  the parent’s management of the  subsidiary’s cash because the 
companies maintained corporate formalities and the parent did not “delve into the day-to-

day operations” of the subsidiary). Moreover, the evidentiary record here suggests that 
DeLaval Inc. is not, in fact, involved in a cash pool with the Foreign DeLaval Entities or 
TLI. When Mr. Poggensee was deposed in the Bishop litigation, he explained that, in 
fact, “DeLaval, Inc., is not part of the Tetra Laval cash pool.” Instead, DeLaval Inc. 
primarily obtains loans from Tetra Pak, Inc., and DeLaval Inc. manages the cash pool for 

U.S.-based DeLaval entities. [Pogensee Dep. 144–46.] In sum, while some of the facts in 
the record might weigh in the Plaintiffs’ favor, the relevant factors as a whole do not 
demonstrate a lack of corporate separateness or total control by the Foreign DeLaval 
Entities or TLI over DeLaval Inc.                                         
Perpetuating a Fraud Or Injustice                                    
Even  if  the  multi-factor  analysis  above  more  strongly  supported  Plaintiffs’ 
position, they would still fail to establish the critical second part of the required showing: 

whether the Foreign DeLaval Entities or Tetra Laval have used DeLaval Inc.’s corporate 
form to perpetrate a fraud or injustice. The kind of fraud or injustice that is required is not 
that worked by a tort or breach-of-contract claim underlying the plaintiff’s complaint; 
rather, it must “be found in the defendant’s use of the corporate form itself.” Harrison v. 
Soroof Int’l, Inc., 

 (D. Del. 2018). A general concern that one 

may be unable to collect on a judgment in an action against a subsidiary “does not 
constitute fraud or injustice to support piercing the corporate veil.” In re Western States 
Wholesale Natural Gas Antitrust Litig., MDL No. 1566, 

, at *12 (D. 
Nev. Feb. 23, 2009).                                                      
In an effort to demonstrate fraud, Plaintiffs primarily contend that the Defendants 

siphoned  funds  from  DeLaval  Inc.  and  saddled  it  with  debt  both  during  the  Bishop 
litigation  and  shortly  before  this  lawsuit  was  filed.  However,  the  Court  finds  the 
Plaintiffs’ allegations and evidence on this point insufficient. For one thing, although 
Plaintiffs state that funds were removed from DeLaval Inc.’s books to avoid potential 
liability for punitive damages in this proceeding, the Amended Complaint contains no 

well-pled factual allegations even hinting that any of the Foreign DeLaval Entities or TLI 
was aware at the time the alleged siphoning occurred that this lawsuit was forthcoming. 
Nor does the record support an inference that the foreign Defendants stripped DeLaval 
Inc. of its resources in such a way that either the Bishop plaintiffs or any other claimant 
was unable to collect. Indeed, there is nothing in the record or the Amended Complaint to 
suggest that the very large settlement from Bishop was reduced due to the alleged lack of 
cash  in  DeLaval  Inc.’s  coffers.  In  fact,  there  is  no  evidence  before  the  Court 

demonstrating that any of the Foreign DeLaval Entities or Tetra Laval has ever caused 
DeLaval Inc. to defraud a creditor or otherwise fail to satisfy DeLaval Inc.’s own debts. 
See Nestle Purina Petcare Co. v. The Blue Buffalo Co., Ltd., No. 4:14-cv-859-RWS, 

, at *6 (E.D. Mo. Sept. 27, 2016) (finding allegations that owners and 
operators of a company that had “kept [it] on the brink of insolvency to protect [its] assets 

from the reach of potential creditors” insufficient to state a veil-piercing claim under 
Missouri law where there was “no allegation that [the company] has defrauded or failed 
to satisfy any debts”); see also 

 (finding no basis to pierce the corporate veil where 
individual  owners  and  operators  of  a  company  allegedly  “retained  the  company’s 
earnings that were in excess of what the company needed to maintain its operations 

budget” and then “loan[ed] capital back to [the company] as needed and at interest”). 
Plaintiffs focus on balance sheets that they argue show DeLaval Inc. had assets of 
negative $1 in early 2020. First, it is somewhat difficult to see how a reasonable inference 
from  this  fact  is  that  DeLaval  Inc.  is  insolvent  or  undercapitalized  today  when  it 
continues to do business. Moreover, such an inference seems particularly unreasonable 

given that DeLaval Inc. participated in the payment of a $55 million settlement in the 
Bishop litigation even after funds had allegedly been siphoned from its books for the 
purpose of evading its creditors. And the record belies that DeLaval Inc. actually had a 
negative asset balance in 2020. The question of DeLaval Inc.’s solvency came up during 
the Bishop litigation, and Mr. Poggensee provided a declaration there explaining that an 
accounting software error had led Mr. Cucciolli to submit mistaken information regarding 
the negative $1 figure. [Dkt. 173.] Mr. Poggensee explained that in 2020, DeLaval Inc. 

was not, in fact, insolvent. It had over $175 million in assets, around $168 million in 
liabilities, and just under $8 million in equity. [Id. ¶ 10.] This evidence does not support a 
finding that DeLaval Inc. is undercapitalized or insolvent, nor that the foreign Defendants 
have used DeLaval Inc.’s corporate form to perpetrate an injustice.       
Plaintiffs  similarly  point to a $100 million loan that was  allegedly placed on 

DeLaval Inc.’s books by one or more of the European-based Defendants, but again the 
record undermines Plaintiffs’ argument. The loan, rather than being a sham, was for the 
acquisition of a company called Milkrite | Interpuls, Inc. Although Plaintiffs allege on 
information and belief that the acquisition of that company was not for the benefit of 
DeLaval Inc., the evidence in the record establishes that DeLaval Inc. is the sole owner of 

Milkrite’s  outstanding  shares.  [Dkt. 244-6.]  To  state  the  obvious,  while  the  record 
indicates DeLaval Inc. took on a loan to acquire Milkrite, it also shows that DeLaval Inc. 
itself, not the Foreign DeLaval Entities or Tetra Laval, obtained Milkrite as an asset. And 
Plaintiffs do not contest that Milkrite was a valuable asset.             
Plaintiffs also argue that DeLaval Inc. is undercapitalized because it is not named 

on the insurance policies that could provide coverage for the claims at issue in this case. 
In response,  Defendants submitted  several  insurance  policies for  the Court’s review, 
which, on their face, undermine Plaintiffs’ assertions. The polices do, indeed, list Tetra 
Pak Inc., as the insured, but each policy contains an amendment which plainly refers to 
DeLaval Inc. as a named insured. [Dkt. 244, Exs. B–F.]                    
Finally, Plaintiffs assert that the Defendants’ misuse of the corporate form has 

caused an injustice because it is allegedly an attempt to frustrate Plaintiffs’ ability to 
obtain discovery relevant to any litigation. However, Plaintiffs offer only conclusory 
allegations to support this claim and fail to point to any authority from Delaware (or any 
other jurisdiction) to support the proposition that an alleged effort to frustrate discovery 
in potential litigation is the kind of injustice that allows a court to disregard corporate 

separateness. Moreover, Plaintiffs’ theory is belied by the record. Plaintiffs have admitted 
in this case that they engaged in significant jurisdictional and merits discovery during the 
Bishop litigation, including relating to the issues of corporate governance and alter ego.10 
[Dkt. 39 at 6 (discussing the discovery conducted in the Bishop case).] And no showing 
has been made that DeLaval Inc. has resisted or will resist discovery requests, or that 

third-party subpoenas will not be available or workable to acquire needed information. 
Easing the path to discovery is not a factor that supports piercing the corporate veil. 
For these reasons the Court finds Plaintiffs have failed to meet their burden to 
show that exercise of personal jurisdiction over the Foreign DeLaval Entities or Tetra 
Laval is appropriate under an alter-ego theory.                           


10 In another case against DeLaval Inc. and other DeLaval related entities, the same 
counsel that are representing the Plaintiffs here explained that in Bishop they received over 1 
million documents during the discovery. Hardy’s Holsteins, LLC v. DeLaval Inc. et al., No. 21-
cv-6151, Doc. No. 19 (W.D. Mo. Mar. 25, 2022). Defendants represent that DLI produced nearly 
3.5 million pages of material in Bishop. [Dkt. 241 at 15.]                
Jurisdictional Discovery                                             
In their briefing, Plaintiffs request that if the Court finds their showing insufficient 
to meet their burden at this stage, they be permitted to engage in jurisdictional discovery. 

[E.g.,  Dkt. 231  at  40–41  n.35.]  “A  district  court  has  the  discretion  to  allow  limited 
jurisdictional  discovery  on  a  motion  to  dismiss  for  lack  of  personal  jurisdiction  if 
ascertaining additional facts will help resolve the jurisdictional issue.” WinRed, Inc v. 
Ellison, 

, 1165 n.6 (D. Minn. 2022), aff’d sub nom., 

 
(8th Cir. 2023). That request is denied.                                  

Questions of alter-ego often present an information imbalance, especially in the 
context of private companies where the information necessary for a plaintiff to meet its 
burden is in the exclusive control of its opponents. Here, however, the circumstances are 
far  different.  The  Plaintiffs  have  already  obtained  significant  discovery  through  the 
Bishop litigation, much of which concerned the interrelationship between the various 

DeLaval entities, including taking several depositions and obtaining extensive document 
discovery. The Court finds that ordering additional jurisdictional discovery concerning 
Plaintiffs’ alter-ego theory will not further illuminate the issue. Plaintiffs do not explain 
why additional discovery would be likely to reveal domination and control of DeLaval 
Inc. by the Foreign DeLaval Entities or Tetra Laval or show that these Defendants have 

used DeLaval Inc.’s corporate form to perpetrate a fraud or injustice when previous 
efforts did not.                                                          
B. Agency Theory                                                     
Plaintiffs also advance an “agency theory” as an alternative basis on which the 
Court can exercise specific personal jurisdiction over the Foreign DeLaval Entities and 

Tetra  Laval.11  “Under  the  agency  theory,  the  court  may  attribute  the  actions  of  a 
subsidiary company to its parent where the subsidiary acts on the parent’s behalf or at the 
parent’s direction.” C.R. Bard, Inc. v. Guidant Corp., 

 (D. Del. 
1998); see also Travel Leaders Leisure Gr., LLC v. Cruise & Travel Experts, Inc., 

, at *13 (D. Minn. Aug. 11, 2020) (citing, inter alia, Daimler, 

  n.13  and  assessing  “agency-based”  issues  of  jurisdiction  in  the  context  of  an 
employer-employee relationship). Unlike the alter-ego theory, this approach “attributes 
specific acts to the parent because of the parent’s authorization of those acts, but does not 
treat the parent and the subsidiary as one entity.” C.R. Bard, 

 (citing 
Stinnes Interoil, Inc. v. Petrokey Corp., No. 82C–JN–109, 

 (Del. Super. 

Aug. 24, 1983)). “Thus, under the agency theory ‘only the precise conduct shown to be 
instigated by the parent is attributed to the parent.’” 

 (quoting Applied Biosystems, Inc. 
v. Cruachem, Ltd., 

 (D. Del. 1991)). For the reasons that follow, 

11 The Supreme Court has held that it is improper for district courts to exercise general 
jurisdiction over a foreign parent corporation under an agency theory based on a finding that its 
in-state subsidiary “performs services that are sufficiently important to the foreign corporation 
that if it did not have a representative to perform them, the [parent] corporation’s own officials 
would undertake to perform substantially similar services.” Daimler AG v. Bauman, 

, 134–35 (2014) (internal quotations omitted). In Daimler, the Court noted that “[a]gency 
relationships  . . .  may  be  relevant  to  the  existence  of  specific  jurisdiction. . . .  As  such,  a 
corporation can purposefully avail itself of a forum by directing its agents or distributors to take 
action there.” 

 at 135 n.13.                                           
the Court finds that the Plaintiffs have failed to make an adequate prima facie showing to 
establish that the Court has personal jurisdiction over the Foreign DeLaval Entities and 
Tetra Laval under an agency theory.                                       

Plaintiffs  first  argue  that  the  Amended  Complaint  states  that  the  Foreign 
Defendants  and  TLI  “control  and  direct  DeLaval  Inc.  in  the  sale,  marketing,  and 
distribution of the V300 in each of the United States,” and control and direct the sales and 
marketing conduct through the Group Management Team and the Group Board vis-à-vis 
the “dictates of the Corporate Policy.” [Am. Compl. ¶¶ 105–06; Dkt. 231 at 38.] Plaintiffs 

point to their allegations that the foreign Defendants dominated and controlled the day-to-
day corporate affairs of DeLaval Inc. as support for the proposition that DLI, DHAB, 
DHBV, and TLI directed the specific sales and marketing of the V300s to Triple S, Green 
Acres, Fry, and Rocky Point. [Dkt. 231 at 38 (referring to argument in Section II.A of 
response brief).]                                                         

Rather  than  detailing  the  specific  acts  that  each  of  the  foreign  Defendants 
allegedly authorized or directed DeLaval Inc. to perform in Minnesota, the Amended 
Complaint continues to lump them all together. [Am. Compl. ¶¶ 104–07 (alleging that 
there is specific personal jurisdiction because DeLaval Inc. “acted as the agent of DLI, 
DHAB, DHBV, and TLI in the United States”).] Such diffuse pleading fails to identify 

the precise conduct of DeLaval Inc. that Plaintiffs intend to attribute to each of the other 
Defendants for purposes of exercising personal jurisdiction under an agency theory, and 
such specificity is required. As a result, Plaintiffs’ agency theory is essentially premised 
on the same alleged control and domination of DeLaval Inc.’s day-to-day operations as 
their alter-ego theory. However, the Court has found that Plaintiffs fail to establish a 
prima  facie  showing  of  control  and  domination.  They  cannot  bring  the  foreign 
Defendants within the Court’s personal jurisdiction simply by giving their broad alter-ego 

theory an “agency” label.                                                 
To the extent Plaintiffs focus on any one of the Foreign DeLaval Entities at all, it 
is DLI. Plaintiffs assert that DLI (1) exercised control over DeLaval Inc.’s “drafting, 
design, and distribution of marketing materials” for use in the V300 marketing campaign 
in the United Staes [Am. Compl. ¶ 100; Dkt. 231 at 38.]; and (2) dictated DeLaval Inc.’s 

sales, marketing, and distribution of the V300s through a distribution agreement the two 
companies entered,12 [Am. Compl. ¶¶ 105–06; Dkt. 231 at 38–40].           
The Court finds these allegations are not enough to establish an agency-based 
personal jurisdiction over DLI. The allegations in the Amended Complaint regarding 
DLI’s purported control over DeLaval Inc.’s marketing are generally conclusory and 

therefore do not reasonably support an inference that DeLaval Inc. was simply acting as 
DLI’s its agent. As explored above, this is not a case where the allegations and evidence 
suggest that DeLaval Inc.’s day-to-day activities were, in fact, controlled or directed by 
DLI or the other foreign Defendants. Moreover, the Amended Complaint alleges in detail 


12 There is, indeed, evidence that DLI has a distribution agreement with DeLaval Inc. 
through which it sells equipment to DeLaval Inc. “for the further sales to the United States 
market by DeLaval Inc., through independent distributors or other channels as DeLaval Inc. may 
assign.” [Dkt. 164 ¶ 4.] However, Plaintiffs cite no authority for the proposition that the mere 
existence  of  a  distribution  agreement  between  two  companies  within  a  corporate  family 
sufficiently demonstrates that one acted as the other’s agent for purposes of exercising specific 
personal jurisdiction.                                                    
how DeLaval Inc.’s own employees or agents were involved in the sale of the V300 
robots to the Plaintiffs, but there are no facts alleged indicating how DLI (or any of the 
other Defendants) directed or instigated their conduct. [Am. Compl. ¶¶ 195–256; see also 

Dkt. 164 ¶ 9 (explaining that the individual with whom Triple S transacted was never a 
DLI  employee  or  agent).]  Moreover,  Defendants  have  provided  unrebutted  evidence 
indicating that marketing materials developed outside of the United States were modified 
and adapted for U.S. markets by DeLaval Inc. [Dkt. 215-3 at 3–5.] For example, during a 
30(b)(6) deposition of DeLaval Inc. from the Bishop litigation, the company’s designated 

witness, Francisco Rodriguez, testified that after receiving marketing materials from a 
location  outside  the  United  States,  when  the  “tool”  “arrived  into  each  country,  the 
solution manager would be responsible for updating it and making it relevant and revised 
for the local market, as every local market has its own regulations and so on.” [Dkt. 217-
1 at 6.] Although this reality demonstrates corporate coordination, these facts do not 

show that DeLaval Inc. was simply acting at the direction or on behalf of DLI when it 
marketed V300 robots in the United States and in Minnesota.               
C. Conspiracy Theory                                                 
Plaintiffs allege that the Foreign DeLaval Entities and Tetra Laval are subject to 
personal jurisdiction in Minnesota under the conspiracy theory of jurisdiction. In their 

Amended  Complaint,  Plaintiffs  allege  that,  through  the  DeLaval  Group,  Group 
Management, Group Board, and the corporate polices, all Defendants “were involved in 
the creation, review, and/or approval of the content of the sales and marketing materials 
for V300—including the alleged fraudulent statements or omissions—particularly those 
published on their shared website and Internet presences and through the use of their 
shared marketing materials.” [Am. Compl. ¶ 97.] They assert that “in the alternative, to 
the extent any Defendant is not an alter ego, each agreed to take part or participate in and 

did participate in a conspiracy to commit the causes of action alleged herein.” [Am. 
Compl. ¶ 97.] In addition, Plaintiffs allege that “all Defendants should be held liable as 
alter egos, agents, or co-conspirators of DeLaval Inc.” [Am. Compl. ¶¶ 318, 325, 332, 
341, 353, 359, 375, 382, 390, 397, 405, 413.]                             
In Minnesota, courts may assert personal jurisdiction over conspirators who might 

not otherwise be subject to it. Yellow Brick Rd., LLC v. Childs, 

 
(D. Minn. 2014). “Conspiracy-based personal jurisdiction requires a showing that (1) a 
conspiracy  existed,  (2)  the  non-resident  defendant  participated  in  or  joined  the 
conspiracy, and (3) an overt act was taken in furtherance of the conspiracy within the 
forum’s borders.” 

                                                     

The Court finds that Plaintiffs have failed to sufficiently allege the existence of a 
conspiracy or that any of the non-resident defendants participated in or joined such a 
conspiracy.  The  paragraphs  in  the  Amended  Complaint  that  specifically  mention  a 
conspiracy are entirely conclusory, and they rely solely on the same allegations Plaintiffs 
insist establish that DeLaval Inc. is the alter-ego of all other DeLaval entities. However, 

the  Plaintiffs  do  not  explain  how  allegations  that  purportedly  show  the  various 
Defendants  are  mere  façades  for  one  another  also  demonstrate  the  existence  of  a 
conspiracy between them. They do not allege facts showing any meeting of the minds 
between  the  various  Defendants.  Instead,  they  simply  attribute  all  alleged 
misrepresentations  in  the  marketing  and  promotion  of  the  V300s  to  each  and  every 
DeLaval entity through the theory that their corporate separateness is a sham to avoid 
liability. Nevertheless, Plaintiffs argue that they have met the requisite threshold for 

pleading a conspiracy theory of jurisdiction because “each Defendant was aware of and 
participated in the alleged fraudulent sale of the V300 to Plaintiffs, which were for their 
collective  benefit.”  [Dkt.  231  at  49  (citing  Am.  Compl.  ¶¶ 83,  68,  63,  112).]  The 
allegations in these paragraphs reinforce the Court’s conclusion that Plaintiffs are simply 
repackaging  their  alter-ego  theory  with  a  “conspiracy”  label.  And  they  point  to  no 

authority that has found conspiracy-jurisdiction proper in a case even remotely similar to 
this.                                                                     
D. Minimum Contacts of DLI                                           
Even aside from the above theories for establishing jurisdiction over the foreign 
Defendants, Plaintiffs assert that they have made the requisite prima facie showing of 

personal jurisdiction over DLI (DeLaval International AB) specifically under a traditional 
minimum-contacts analysis. First, Plaintiffs and DLI appear to disagree over whether the 
Court should evaluate DLI’s alleged minimum contacts with Minnesota or Missouri. In 
its original motion to dismiss, DLI argued that Plaintiffs failed to allege any contacts 
between  DLI  and  Minnesota  so  that  this  Court  could  not  exercise  either  general  or 

specific jurisdiction. [Dkt. 163 at 4–5.] However, DLI later argued that any of the alleged 
contacts  with  Minnesota  are  irrelevant  because  this  case  was  originally  filed  in  the 
Western District of Missouri and transferred to the District of Minnesota, so that “the 
question is whether DLI had sufficient personal contacts with the state of Missouri.” 
[Dkt. 213 at 11 & n.6.] DLI cites no authority for that proposition, and the Foreign 
DeLaval Entities do not address this issue at all in their reply brief. [Dkt. 241.] 
On the other hand, Plaintiffs argue that the Court should evaluate whether DLI has 

sufficient minimum contacts with Minnesota. However, Plaintiffs cite no post-transfer 
cases addressing which forum the transferee court must consider when assessing personal 
jurisdiction over defendants who had not yet been served with or who had not yet filed a 
responsive pleading at the time of a transfer pursuant to 

(a). [Dkt. 231 at 
41–42.]13                                                                 

DLI is correct that where, as here, a diversity case is filed in a federal district court 
in one state and transferred to a district court in another state for the convenience of the 
parties and witnesses under 

(a), “the transferee court applies the choice-
of-law rules of the state in which the transferor court sits.” Club Vista Fin. Servs., LLC v. 
Maslon,  Edelman,  Borman  &  Brand,  LLC,  No.  10-cv-3174  (SRN/JJG),  

, at *4 (D. Minn. Oct. 18, 2011). However, DLI points to no authority that 
suggests  this  rule  affects  the  analysis  of  a  transferee  court’s  assessment  of  personal 
jurisdiction over a defendant. Accordingly, the Court will consider whether the Plaintiffs 

13 Plaintiffs correctly note that DeLaval Inc. and West Agro represented to the transferor 
court in Missouri that they did not intend to contest personal jurisdiction, and indeed they have 
not done so here. However, to the extent Plaintiffs imply that when DeLaval Inc. and West Agro 
made such a representation, the other Defendants were precluded or judicially estopped from 
contesting personal jurisdiction in this District, the Court disagrees. Courts generally apply such 
estoppel only when a party requests a transfer in one court under § 1404(a), and then after 
obtaining that transfer, the same party argues that the transferee court lacks personal jurisdiction 
over it. E.g., Kreshner v. Komatsu Ltd., 

, at *1–2 (W.D. Pa. Mar. 26, 2019) 
(finding that parent corporation that joined in request for transfer pursuant to § 1404(a) without 
suggesting there was any challenge to personal jurisdiction in transferee forum was judicially 
estopped from arguing that transferee court lacked personal jurisdiction). 
have adequately alleged sufficient minimum contacts between DLI and Minnesota and 
whether  Plaintiffs’  causes  of  action  arise  out  of  or  relate  to  DLI’s  activities  within 
Minnesota.                                                                

Plaintiffs allege that DLI designed the V300 for the United States market and 
sought FDA approval for a protocol for preparing dairy cows to be milked by a voluntary 
milking system known as the “Teat Preparation Protocol.” They note that DLI admitted 
the existence of a distribution agreement between itself and DeLaval Inc. through which 
DeLaval  Inc.  sells  DLI-manufactured  equipment  to  every  state  in  the  United  States. 

Further, Plaintiffs allege that DLI targeted Minnesota, and every other state where V300s 
were sold, with marketing materials, including those seen and considered by the Plaintiffs 
in this case. DLI allegedly incorporated false representations into marketing materials 
distributed throughout the United States, which each of the Plaintiffs relied on to their 
detriment in purchasing a V300. These marketing materials included an FDA approval 

memorandum  provided  to  each  V300  purchaser,  meaning  it  was  distributed  into 
Minnesota  and  each  state  in  which  the  V300  was  sold.  DLI  allegedly  specifically 
contacted  V300  purchasers  across  the  United  States  to  service  V300  robots  and 
performed  ongoing  maintenance  and  service  through  remote  access  and  direct 
consultations  with  service  providers  throughout  the  United  States.  DLI  has  seven 

authorized  dealers  in  Minnesota.  Finally,  Plaintiffs  allege  that  DLI  acted  through 
DeLaval Inc. as its sales agent in providing in-person marketing and sales pitches on 
farms in Minnesota.                                                       
Having reviewed the Amended Complaint and considered DLI’s arguments, which 
were admittedly directed at the sufficiency of contacts with Missouri [Dkt. 213 at 11–14], 
the Court finds that it cannot resolve the issue of whether there is personal jurisdiction 

over DLI based on its own contacts with Minnesota on a motion to dismiss.14 The record 
before the Court raises questions about, but does not clearly resolve, whether DLI itself 
has sufficient contacts with Minnesota, so limited jurisdictional discovery addressed to 
this question will be permitted. The parties are encouraged to meet and confer regarding 
appropriate limits to such discovery and to attempt to resolve any disagreements without 

the need for further court involvement.15 And in the meantime, the Court denies DLI’s 
motion to dismiss for lack of personal jurisdiction, in part, without prejudice, though it 
can be renewed at an appropriate time.                                    
E. Conclusion                                                        
Based on the foregoing, the Court finds that it lacks personal jurisdiction over 

Defendants DeLaval Holding BV; DeLaval Holding AB; and Tetra Laval International 
SA. Accordingly, the  Court will grant their motions to dismiss for lack of personal 

14 The task of resolving the motion to dismiss is made more difficult by the fact that DLI 
did not address the issue of its alleged contacts with Minnesota in the Foreign DeLaval Entities’ 
reply memorandum. [Dkt. 241.] And neither party has cited apposite authority indicating after a 
diversity case is transferred pursuant to 

(a), the transferee court addressing a 
newly served defendant considers whether there would be specific personal jurisdiction over that 
defendant in the transferor forum. The choice-of-law cases cited by DLI do not clearly stand for 
such a proposition, but should the parties find authority to that effect, if the personal jurisdiction 
issue is raised again, the Court expects the parties to adequately brief this underlying issue. 
15 Any disputes regarding such limited jurisdictional discovery that cannot be resolved 
through the parties’ own efforts at compromise should be presented to United States Magistrate 
Judge David T. Schultz.                                                   
jurisdiction and dismiss them from this suit. Because the dismissal is on jurisdictional 
grounds, it shall be without prejudice.                                   
With  respect  to  Defendant  DeLaval  International  AB,  the  Court  finds  that 

Plaintiffs have not met their burden to show that the Court has personal jurisdiction over 
it under either an alter-ego theory, agency-theory, or conspiracy-theory. However, the 
Foreign DeLaval Entities’ motion to dismiss is denied in part to the extent that a dispute 
exists with respect to whether Defendant DeLaval International AB maintains minimum 
contacts with the State of Minnesota sufficient to exercise personal jurisdiction directly. 

The Court will therefore allow for jurisdictional discovery on this issue. 
IV.  Failure to State a Claim                                             
Defendants also filed motions to dismiss for failure to state a claim. Because the 
Court has found that it lacks personal jurisdiction over DHBV, DHAB, and TLI, it need 
not  address  whether  the  Amended  Complaint  states  a  claim  as  to  any  of  those 

Defendants. However, the Court has not found that DLI should be dismissed for lack of 
personal jurisdiction at this time. In their motion, the Foreign DeLaval Entities argue 
simply  that  dismissal  of  Plaintiffs’  claims  against  them  “under  Rule  12(b)(6)  is 
appropriate because those claims can survive only if their jurisdictional allegations are 
sufficient, and they are not for the reasons already stated.” [Dkt. 213.] Based on the 

Court’s review of the Amended Complaint, Plaintiffs have alleged more with respect to 
DLI than its involvement as part of an amorphous alter-ego theory. Plaintiffs specifically 
allege DLI’s involvement in the marketing of the V300 and alleged responsibility for 
several  misrepresentations  on  which  Plaintiffs  detrimentally  relied  in  purchasing  the 
robots. Given that reality, the Court will not dismiss the claims against DLI for failure to 
state a claim.                                                            
West Agro has also renewed its previously filed motion to dismiss,16 and raises the 

following  three  arguments.  First,  West  Agro  argues  that  the  Amended  Complaint 
continues to suffer from the same flaw as the original pleading, lumping West Agro 
together with all Defendants and failing to state what conduct, specifically, West Agro 
engaged in that should subject it to liability. Second, West Agro contends that as a wholly 
owned subsidiary of DeLaval Inc., it cannot be subjected to liability for DeLaval Inc.’s 

actions under an alter-ego theory. And third, West Agro argues that Plaintiffs fraudulent 
inducement  and  fraudulent  concealment  claims  fail  because  they  fail  to  meet  the 
heightened pleading requirements of Fed. R. Civ. P. 9(b).                 
Based on the Court’s review of the Amended Complaint, West Agro’s motion, and 
the Plaintiffs’ response, the Court will not dismiss the claims against West Agro for 

failure to state a claim. The Court finds that the Amended Complaint does not suffer from 
the same problems of lumping with respect to West Agro that were present in the original 
complaint, and it will not dismiss Plaintiffs’ claim against West Agro on that basis. 
Further, the Court is skeptical of whether West Agro may ultimately be subject to any 
liability based on any assertion that that it is the alter-ego of DeLaval Inc. However, West 

16 The Court previously found that like DeLaval Inc., West Agro was not a party to the 
contract through which Triple S purchased its V300, and therefore, Plaintiffs failed to state a 
claim for breach of contract against both DeLaval Inc. and West Agro. [Dkt. 189 at 27.] The 
Court understands that in filing their Amended Complaint, Plaintiffs have alleged those breach-
of-contract claims not for the purpose of seeking reconsideration of the Court’s prior Order, but 
to preserve the issue.                                                    
Agro did not cite legal authority to support its argument that it cannot be subject to 
liability on a veil-piercing theory solely because it is DeLaval Inc.’s subsidiary, and 
Plaintiffs have pointed to some authority to suggest that such “reverse veil piercing” can 

be appropriate in certain cases. [Dkt. 39 at 7–8 (citing 18 C.J.S. Corporations § 28; Hibbs 
v. Berger, 

 (Mo. Ct. App. 2014); In re Patters Co., Inc., 

  (Bankr.  D.  Minn.  2016)).]  Therefore,  Court  declines  to  consider  this 
undeveloped argument.17                                                   
Finally, with respect to West Agro’s argument that Plaintiffs fail to adequately 

plead their fraud-based claims, the Court finds otherwise for the same reasons articulated 
in Kruger v. Lely North America, Inc., 

, 1293 (D. Minn. 2021) 
(“When  multiple  defendants  are  members  of  the  same  corporate  family,  are  wholly 
owned subsidiaries, and share counsel, the defendants should be able to sort out amongst 
themselves who is responsible for the allegedly fraudulent behavior.”). Specifically, as in 

Kruger, the Plaintiffs here provide adequately specific facts to establish the “‘who, what, 
when, where, and how’ of the alleged fraud.” 

 at 1292 (quoting E-Shops Corp. v. U.S. 
Bank Nat’l Ass’n, 

 (8th Cir. 2012)). The Plaintiffs here raise specific 
allegations about the fraudulent actions taken by the various Defendants, including West 
Agro, to put them “on notice of the allegations” against them. Id. at 1293. Of note, West 

Agro allegedly knew about significant defects in the V300 system, had superior access to 

17 The Court notes that in the context of a Rule 12(b)(6) motion, it is not permitted to 
consider materials outside of the pleadings like those that the Court has taken into consideration 
in the context of the personal jurisdiction motions under Rule 12(b)(2).  
information about those defects than any of the Plaintiffs, knew that information about 
those defects would be material to purchasers of the V300, and failed to disclose that 
information. [See Am. Compl. ¶¶ 143–65, 166–94, 361–75, 384–90.] Accordingly, the 

motion to dismiss for failure to state a claim is denied.                 
V.   Order                                                                
Based on the discussion above, IT IS HEREBY ORDERED THAT:            
1.  DeLaval International AB, DeLaval Holding BV, DeLaval Holding AB, and 
  West Agro, Inc.’s Motion to Dismiss First Amended Complaint [Dkt. 210] is 

  GRANTED IN PART and DENIED IN PART as stated in this Order.        
     a.   DeLaval Holding BV and DeLaval Holding AB are dismissed from this 
       suit without prejudice for lack of personal jurisdiction.     
     b.  The motion to dismiss for lack of personal jurisdiction is denied without 
       prejudice  with  respect  to  DeLaval  International  AB.  Limited 

       jurisdictional discovery is permitted as stated in this Order. 
     c.  The motion is denied to the extent it seeks dismissal on grounds of 
       failure to state a claim for relief pursuant to Fed. R. Civ. P. 12(b)(6). 
2.  Defendant  Tetra  Laval  International  SA’s  Motion  to  Dismiss  for  Lack  of 
  Jurisdiction [Dkt. 218] is GRANTED. Defendant Tetra Laval International SA 

  is dismissed from this suit without prejudice for lack of personal jurisdiction. 
Date: March 27, 2024                                                      
                                s/Katherine Menendez                 
                              Katherine Menendez                     
                              United States District Judge           

            UNITED STATES DISTRICT COURT                             
                DISTRICT OF MINNESOTA                                

Triple S Farms, LLC; Green Acres Dairy,    No. 22-cv-1924 (KMM/DTS)       
LLC; Charles Fry and Emily Snyder; and                                    
Rocky Point Farms, Inc.;                                                  

          Plaintiffs,                    ORDER                       

v.                                                                        

DeLaval Inc.; West Agro, Inc.; DeLaval                                    
International AB; DeLaval Holding BV;                                     
DeLaval Holding AB; and Tetra Laval                                       
International SA;                                                         

          Defendants.                                                


                    INTRODUCTION                                     
Plaintiffs Triple S Farms, LLC (“Triple S”), Green Acres Dairy (“Green Acres”), 
LLC, Charles Fry and Emily Snyder (collectively “Fry”), and Rocky Point Farms, Inc. 
(“Rocky  Point”)  are  dairy  farmers  who  purchased  a  robotic  system  to  automate  the 
process  of  milking  their  cows.  That  system  is  the  DeLaval  VMS  V300,  which  was 
released in the United States in 2018 and allegedly promoted by the Defendants as a 
major upgrade over an earlier model, the DeLaval VMS Classic. In a previous lawsuit, 
Bishop, et al. v. DeLaval Inc., et al., Case No. 5:19-cv-06129-SRN (W.D. Mo.), a class of 
farmers claimed the Classic was defective. The Bishop case ultimately ended in a $50 
million class-action settlement.                                          
According  to  the  Plaintiffs  in  this  case,  although  the  marketing  of  the  V300 
promised it could properly and efficiently perform the essential functions of milking 
dairy farmers’ livestock, the V300, like the Classic before it, is defectively designed, 
defectively manufactured, fails to conform to express and implied warranties, and fails to 
perform as promised. The Plaintiffs also allege that the Defendants deceived them into 

believing that the machine could do it job through affirmative misrepresentations and 
omissions.                                                                
Based on these allegations, Plaintiffs are pursuing causes of action for breach of 
contract; breach of implied warranty of merchantability; breach of implied warranty of 
fitness  for  a  particular  purpose;  breach  of  express  warranty;  strict  products  liability; 

negligence; fraudulent inducement; negligent misrepresentation; fraudulent concealment 
or omission; violation of Washington’s Consumer Protection Act, RCW § 19.86, et seq.; 
and violation of Maryland’s Consumer Protection Act, M.D. Comm. L. Code § 13-101, et 
seq.1 [Am. Compl., Dkt. 199.]                                             
After Triple S filed its initial Complaint, the Defendants filed several motions to 

dismiss raising a variety of challenges including failure to state a claim and lack of 
personal jurisdiction. The Court addressed the substance of motions to dismiss for failure 
to state a claim filed by Defendants DeLaval Inc. and West Agro, Inc., granting their 
motions in part and denying them in part. The Court noted that Triple S attempted to 
plead alter-ego claims and to allege an alter-ego theory of personal jurisdiction with 

respect to several of the Defendants, but it had done so without the ability to include 
information in the original Complaint that the Bishop plaintiffs had uncovered during that 

1 Green Acres is in Washington; Fry and Rocky Point are in Maryland. 
litigation. Triple S, represented here by the same counsel that represented the Bishop 
class, pled the original alter-ego claims with one hand tied behind its back due to the 
provisions  of  a  protective  order  from  the  Bishop  case  that  precluded  use  of  the 

information in other litigation. So, the Court gave the Plaintiffs an opportunity to replead 
once they obtained relief from the protective order from the Bishop court.  
Plaintiffs  filed  their  First  Amended  Class  Action  Complaint  (“Amended 
Complaint”) on March 23, 2023, which includes significantly greater detail concerning 
their alter-ego theory than could be found in the original Complaint. In other words, 

Plaintiffs have now taken their best shot at stating the factual basis for their alter-ego 
theories. As expected, Defendants renewed their motions to dismiss for failure to state a 
claim and for lack of personal jurisdiction. Specifically, this matter is before the Court on 
the Motion to Dismiss filed by Defendants DeLaval International AB (“DLI”), DeLaval 
Holding  BV  (“DHBV”),  DeLaval  Holding  AB  (“DHAB”)  (collectively  the  “Foreign 

DeLaval Entities”), and West Agro, Inc. (“West Agro”), [Doc. 210], and Defendant Tetra 
Laval International SA’s Motion to Dismiss [Doc. 218]. For the reasons that follow, Tetra 
Laval International SA’s motion is granted, and the Foreign DeLaval Entities’ motion is 
granted in part and denied in part.                                       
                     BACKGROUND                                      

Plaintiffs’  factual  allegations  concerning  the  flaws  in  the  V300  and  the 
Defendants’ actions in marketing the newer robotic milking system, taken as true for 
purposes of the pending motions, are discussed in the Court’s March 2, 2023 Order on 
the motions to dismiss and to strike class allegations brought by DeLaval Inc. and West 
Agro. [Doc. 189 at 3–8.] For purposes of this Order, those facts have not substantially 
changed with the filing of the Amended Complaint, so the Court will not repeat them in 
detail here. Generally, Plaintiffs allege that the V300 cannot safely and effectively milk 

their cows, the V300 does not conform to the manufacturer’s express warranties, and one 
or more of the Defendants made material misrepresentations intended to induce Plaintiffs 
to purchase the V300s. As a result, Plaintiffs allege that they have suffered substantial 
losses through their inability to produce quality milk, being forced to build entirely new 
barns or retrofitting existing structures to house the largely ineffective V300 systems, and 

harm to their livestock.                                                  
The Foreign DeLaval Entities’ motions focus predominantly on the sufficiency of 
Plaintiffs’  “alter-ego”  allegations  in  the  Amended  Complaint,  both  for  purposes  of 
determining whether the amended pleading states a claim for relief and for establishing 
personal jurisdiction. Therefore, the Court describes those allegations below, which are 

set forth in granular detail in Paragraphs 24 through 98 of the Amended Complaint. 
Alleged Disregard of Corporate Form and Control                      
DeLaval  Inc.  is  a  Delaware  corporation  with  a  principal  place  of  business  in 
Missouri, that designs, manufactures, advertises, markets, and installs robotic milking 
systems in the animal husbandry industry. West Agro is a Delaware corporation, also 

with a principal place of business in Missouri, that runs a similar business, and is a 
wholly owned subsidiary of DeLaval Inc.                                   
Tetra  Laval  International  SA  (“TLI”  or  “Tetra  Laval”)  is  a  Swiss  company 
collectively owned by three members of the “Rausing Family.” It is the controlling owner 
of the DeLaval Group, and is the corporate parent, grandparent, or great-grandparent of 
the Foreign DeLaval Entities, DeLaval Inc., and West Agro.                
DeLaval International AB (“DLI”) is a Swedish company that is a wholly owned 

subsidiary of DeLaval Holding BV (“DHBV”). DLI allegedly “controls and directs the 
content of all marketing and sales information provided to dairy farmers by coordinating 
with employees of DeLaval Inc., including in Missouri.” [Doc. 199 ¶ 20.]  
DHBV is the parent company of DeLaval Inc. and DLI and owns all shares of both 
companies.  It  is  founded  under  the  laws  of  the  Netherlands.  DeLaval  Holding  AB 

(“DHAB”) is a Swedish company that is DHBV’s corporate parent. DHAB is a wholly 
owned subsidiary of TLI.                                                  
Plaintiffs allege that all the Defendants are controlled by one board, act as a single 
economic unit, do not observe corporate separateness, and have collectively implemented 
a fraudulent scheme to market and sell the V300s to Plaintiffs and the putative classes, 

while siphoning funds away from DeLaval Inc. that would otherwise be available to 
compensate the class members for their losses. Defendants allegedly operate as a non-
legal  entity  referred  to  as  “DeLaval  Group,”  “DeLaval,”  or  “One  DeLaval.”  Each 
company is treated as a mere division of this group. TLI allegedly asserts operational 
control over all Defendants throughout the group, including as it relates to the design, 

manufacture, sale, and distribution of the V300.                          
All Defendants operate under the “Tetra Laval Group Board” and the “DeLaval 
Group Management Team.” The Group Board and Group Management allegedly have 
decision-making authority that supersedes that of the management or directors of each of 
the individual Defendant entities. The Group Board is responsible for the overall strategy 
of TLI, and allegedly “directs, mandates and controls the business operations of each 
Defendant.” Nine individuals sit on the Group Board, three of whom are members of the 

family that collectively owns TLI. Several of the members of the Group Board also sit on 
the boards of directors of other Defendants.                              
The  members  of  the  Group  Management  are  appointed  by  the  Group  Board. 
Group  Management  members  purportedly  exert  day-to-day  control  over  Defendants’ 
operations, including the design, manufacture, sale, marketing and distribution of the 

V300. The CEO of the DeLaval Group is on the Board of Directors of both DHAB and 
DLI,  is  allegedly  employed  by  DLI,  but  serves  as  the  CEO  without  distinguishing 
between or among any of the Defendants. Plaintiffs claim that the CEO was involved in 
the design of the V300 through participation in projects and studies in the United States 
and was involved in the marketing of the V300 in the United States. The CFO of DeLaval 

Group is allegedly employed by DHBV or a subsidiary and serves in those roles without 
distinguishing between them. Other members of the Group Management are claimed to 
be employed by DLI, except for the Executive Vice President of Cluster Americas, who 
is employed by DeLaval Inc., and they too serve in their roles without distinguishing 
between technical legal entities.                                         

Plaintiffs assert that the Group Board and Group Management control or dominate 
each individual Defendant’s operation and management. All Defendants allegedly have 
the same directors or officers because the Group Management team and the Group Board 
and its committees oversee all the DeLaval entities. Pursuant to a “Corporate Policy,” 
Plaintiffs claim that the CEO and CFO of the Group Management make the decisions that 
would normally be made by each entity’s own officers. And there is significant overlap 
between the membership of the directors and officers of each of the Defendants and the 

Group Board and Group Management.                                         
Moreover, TLI, DHAB, and DHBV allegedly do not allow the individual entities’ 
boards of directors or management to make decisions that are in the best interests of those 
entities. Instead, they require the various boards to put the best interests of the overall 
DeLaval Group first. TLI does not operate as a typical holding company, but rather takes 

responsibility for the group’s public affairs, communications, and human resources. Like 
TLI,  DHAB  allegedly  has  only  a  nominal  board  of  directors  and  the  Group  Board 
controls its operations. DHBV serves as the “financial and controls department” of the 
DeLaval Group under the direction of the CFO. DLI acts as the “entrepreneur” of the 
DeLaval Group and was purportedly engaged in the design, development, manufacture, 

marketing,  and  sale  of  the  V300  and  associated  products  and  services,  and  was 
responsible for centralized marketing of the V300.                        
The Amended Complaint also asserts that DeLaval Inc. failed to maintain formal 
legal  requirements.  It  did  not  conduct  continuous  structured  board  meetings.  And 
DeLaval Inc. allegedly maintained no meeting minutes from 2010 through the present. 

DHAB, DLI, DHBV, and West Agro also disclosed no meeting minutes during discovery 
in the Bishop litigation, leading Plaintiffs to assert that their nominal boards of directors 
do not meet regularly or maintain regular meeting minutes.                
The Group Board and the Foreign DeLaval Entities oversee each Defendant’s 
finances and financial controls functions. The DeLaval Group’s members financials are 
consolidated, and intra-company transactions are eliminated. DeLaval Inc., West Agro, 

and DLI transfer all of their profit to the DeLaval Group and TLI. Because revenues that 
the subsidiaries make funnel up the corporate chain, subsidiary entities like DeLaval Inc. 
allegedly rely on cash made available by TLI for operating costs and to pay debts. The 
Corporate  Policy  also  dictates  that  each  DeLaval  company  keep  excess  cash  to  a 
minimum. At least in some instances, DeLaval Inc. allegedly lacks authority to set the 

terms for sale of V300s to dairy farmers, and the CEO has only limited power under the 
Corporate Policy to engage in financial transactions on behalf of any of the entities. 
TLI, the Group Board, and Group Management determine executive compensation 
within  each  DeLaval  entity.  TLI  coordinates  and  arranges  all  insurance  and  risk 
management for members of the DeLaval Group, including DeLaval Inc., pursuant to the 

Corporate Policy.                                                         
The  Group  Board,  Group  Management,  and  the  Foreign  DeLaval  Entities 
reportedly treat property, especially the property of DeLaval Inc. and West Agro located 
in the United States, as their own. DLI uses storage facilities in the United States owned 
by DeLaval Inc. to house inventory. The entire DeLaval Group uses the same DeLaval 

Website  and  email  domain,  and  the  DeLaval  Website  does  not  distinguish  between 
corporate entities. Vacancies for employment positions are advertised as positions with 
“DeLaval.”                                                                
Alleged Injustice from Abuse of Corporate Form                       
According to the Amended Complaint, the disregard of corporate formalities and 
centralized control described above has been or will be used to commit fraud or injustice 

against the Plaintiffs. DeLaval Inc. was allegedly directed by Group Management, the 
Group Board, and the Foreign DeLaval Entities to make the fraudulent representations 
described in the Amended Complaint, and without the aforementioned control, Plaintiffs 
assert that they would not have been injured. That control also resulted in the asserted 
siphoning  of  funds  from  DeLaval  Inc.  to  limit  DeLaval  Inc.’s  potential  liability  for 

punitive  damages.  According  to  the  Plaintiffs,  after  the  Bishop  case  was  filed  and 
between the end of 2018 and the beginning of 2019, over $350 million in assets were 
taken from DeLaval Inc.’s accounts, reducing its total assets from over $790 million to 
under $434 million. Additional assets were siphoned from DeLaval Inc. to the point that 
it eventually showed a balance of negative $1. Further, Plaintiffs allege that the DeLaval 

Inc.  President  and  CEO  falsely  stated  that  DeLaval  Inc.’s  assets  totaled  over  $800 
million, including $3 million in cash, but the total assets were, in fact, closer to $90 
million.                                                                  
Plaintiffs claim that this siphoning of funds was directed or completed by Group 
Management,  the  Group  Board,  and  the  Foreign  DeLaval  Entities.  The  individual 

DeLaval entities are also required to have inadequate cash by the Corporate Policy. 
Plaintiffs assert that “on information and belief, DeLaval  Inc.’s cash was eliminated 
following the filing of Bishop in anticipation of Bishop and future class actions like this 
one to hinder Plaintiffs’ ability to collect, including with respect to punitive damages.” 
[Doc. 199 ¶ 94.] In addition, TLI allegedly placed a $100 million loan on DeLaval Inc.’s 
books, though DeLaval Inc.’s President and CEO did not know what the loan was used to 
acquire. This loan almost doubled DeLaval Inc.’s liabilities. According to the Amended 

Complaint, this action was also taken for the purpose of hindering the ability of the 
Plaintiffs to collect on any judgment.                                    
DLI’s Alleged Jurisdictional Contacts                                
The Amended Complaint asserts that DLI has targeted each state in the United 
States in which V300s were sold using marketing designed for the United States. DLI 

controlled the design and distribution of the marketing materials. Its CEO traveled to the 
United States and gave a presentation in person at a V300 launch event in Madison, 
Wisconsin. DLI also developed the V300 based on studies conducted in Missouri and on 
farms across the United States. DLI contacted V300 purchasers across the United States 
by  servicing  V300  machines.  Those  service  contacts  included  remote  access  or 

monitoring and direct consultation with service providers in the United States. DLI also 
allegedly works directly with employees and agents of DeLaval Inc. in the United States, 
including in Missouri, regarding servicing of V300s. DLI registered to do business in 
Missouri, stores equipment in Missouri, and entered into agreements with DeLaval Inc. 
while it was headquartered in Missouri. [Am. Compl. ¶¶ 99–103.]           

DeLaval Inc. as Alleged Agent                                        
Finally, the Amended Complaint alleges that DeLaval Inc. acted as the agent of 
the Foreign DeLaval Entities in the United States and Missouri because the latter directed 
and controlled DeLaval Inc.’s marketing, sale, and distribution of the V300. Because 
DeLaval Inc.’s tortious acts and breaches were undertaken at the direction of DLI, as well 
as DHAB, DHBV, and TLI through Group Management and the Group Board, Plaintiff 
assert that there is personal jurisdiction over each Defendant. [Am. Compl. ¶¶ 104–07.] 

Jurisdictional Evidence                                              
Because the pending motions raise challenges to the Court’s personal jurisdiction, 
the parties have relied on evidence outside the pleadings. Plaintiffs offered extensive 
exhibits to support their showing that exercise of personal jurisdiction over the Foreign 
DeLaval Entities and TLI would be appropriate under an alter-ego or agency theory.2 

Plaintiffs  offered  copies  of  the  LinkedIn  profiles  for  DeLaval  personnel  Bret  Faber, 
Christian Poggenesse, and Harnold Jans to illustrate that those affiliated with different 
organizations in the Defendants’ corporate families refer to their respective employers 
simply as “DeLaval.” [Dkt. 130-1, 130-2, 130-3.]                          
Plaintiffs  similarly  point  to  a  DeLaval  slideshow  presentation  that  depicts  a 

“DeLaval Board” and “Tetra Laval Board” and “Group Management” sitting at the two 
highest tiers of a pyramid depicting decision-making within the organization. [Dkt. 156 at 
151.] The same slideshow demonstrates that the Tetra Laval Group Board establishes 
“Charters of Responsibilities & Code of Business Conduct” as well as the Tetra Laval 
“Group Policies and Procedures” that apply to TLI, “DeLaval,” and others within the 

organization. [Id. at 162.] The slideshow also refers to “corporate governance” as “the 

2 Much of this evidence was obtained through the use of jurisdictional discovery that was 
permitted in Bishop so the plaintiffs in that class action could pursue the same alter-ego theories 
of personal jurisdiction against the same Defendants as in this case. However, that litigation 
settled before the jurisdictional issues were ultimately resolved by the Bishop court. 
system by which the DeLaval group of companies are directed/mandated and controlled.” 
[Id. at 167.]                                                             
Plaintiffs provided a 2004 copy of the “DeLaval Corporate Policies.” [Dkt. 156-3.] 

The document sets forth mandatory rules for the organizations within the DeLaval Group 
to follow, and DeLaval Group Management approves the policies. [Id. at 4.] One of the 
policies requires the number of members of a DeLaval company’s board of directors to 
be kept to the legally required minimum, consisting of a Managing Director, a member of 
local senior management, and a representative of the region or a member of DeLaval’s 

Group Management. [Id. at 9.] In addition, the policies provide that “[e]xcess cash must 
be kept to a strict minimum locally,” and that any excess cash be applied to cover certain 
obligations first. [Id. at 15.] “Long-term, structural excess cash should be distributed as 
dividend or otherwise extracted from the respective [DeLaval] company,” and DeLaval 
companies are required to seek financing internally from the Tetra Laval Group prior to 

looking to external (bank) financing. [Id.] The policies prohibit DeLaval companies from 
mortgaging assets without obtaining approval from DeLaval Group Finance and Control. 
[Id. at 16.]                                                              
DeLaval Inc. and West Agro are identified as part of the “Americas Cluster” of the 
DeLaval Group. [Dkt. 156-1.] The human resources, legal, and finance aspects of the 

Americas Cluster businesses report directly to Sweden for support and so that business is 
conducted consistently across regions. [Cuccioli Dep. at 162, Dkt. 156-2.] For certain 
large transactions exceeding one million euros, the head of Americas Cluster, Fernando 
Cuccioli, testified in the Bishop case that he would need to obtain approval. [Id. at 162–
66.]                                                                      
Plaintiffs also offer evidence indicating that at unspecified times, some individuals 

have held management roles or served as board members for more than one entity or 
group, including: the DeLaval Group Management Team; DHAB’s Board of Directors; 
DHBV’s  Board  of  Directors;  DLI’s  Board  of  Directors;  DeLaval  Inc.’s  Board  of 
Directors;  and  West  Agro’s  Board  of  Directors.  Plaintiffs  illustrate  the  alleged 
overlapping management and board membership with the following chart:     

        DeLaval  DeLaval  DeLaval  DeLaval  DeLaval  West            
        Group   Holding  Holding  International  Inc.  Agro          
        Mgmt.   AB       BV      AB Board   Board    Inc.            
        Team    Board    Board              or       Board           
                                            Officer  or              
                                                     Officer         
Paul Lofgren    x       x                 x                               
Christian       x       x        x        x         x                     
Poggensee                                                                 
Johan Swahn     x       o                 o         x                     
Varlie Binner   x                         x                               
Fernando        x                                   x        x            
Cuccioli                                                                  
Johan Ledel     x       o                 x                               
Bert Faber              o        x        o                               
Katherine Sams                                      x        x            
Jeff Fine                                           x        x            
Matt Ericson                                        x        x            

[Dkt. 154 at 7 & nn. 6–7 (citing various exhibits at Dkt. 155 and Dkt. 156).]3 

3 Within the table, the “x” appears to designate simply that the individual served, at one 
time or another, on the board or as an officer. The “o” designates that the individual was a 
“‘[s]pecifically authorized signatory’ for the entity.” [Dkt. 154 at 7 n.5.] 
Plaintiffs provide documentation indicating that the DeLaval Group companies 
use consolidated financial accounts  and cash pooling  maintained  by  the Tetra Laval 
Group.  [Dkt. 156-3  at  13;  Poggensee  Dep.  at  115–18,  Dkt. 156-25.]  They  note  that 

Mr. Poggensee explained how DeLaval Inc. obtains operational funding from that cash 
pool. [Poggensee Dep. at 122.]                                            
Further,  Plaintiffs  present  evidence  that  they  argue  shows  DeLaval  Inc.  is 
inadequately capitalized. They assert that between the end of 2018 and the beginning of 
2019, over $350 million in assets was removed from DeLaval Inc.’s books. [Dkt. 156-31 

at  3  (showing  Dec.  2018  closing  assets);  Dkt. 156-32  at  3  (showing  2019  opening 
assets).] DeLaval Inc.’s assets continued to decline, and by the end of 2019 its available 
cash eventually fell to –$1. [Dkt. 156-32 at 3 (pooled cash at closing); id. (closing 2019 
assets).] Plaintiffs note that the corporate policies discuss above require cash pooling and 
for an entity like DeLaval Inc. to maintain “inadequate cash.” [See Dkt. 154 at 12–13.] 

Defendants also submitted evidence relevant to the jurisdictional questions. The 
DeLaval Group’s Chief Financial Officer, Christian Poggensee, filed a declaration stating 
that DHAB is part of the DeLaval Group, which is a multinational group of companies, 
but DHAB does not refer to itself as DeLaval Group. [Dkt. 160 ¶ 3.] DHAB owns all but 
one share of DHBV, and Tetra Laval owns the sole remaining share. [Id. ¶ 4.] Although 

DHAB owns DHBV, which in turn owns DeLaval Inc. and other companies, DHAB does 
not  engage  in  “industrial  business  operations”  such  as  developing,  manufacturing, 
marketing, selling, installing or servicing any products, including the V300s. [Id.] DHAB 
has no offices in the United States, owns no real property in the United States, and has no 
employees in the United States. [Id. ¶ 5.] DHAB’s board of directors meets four times a 
year in Sweden or online, and none of its directors are also officers or directors of 
DeLaval Inc. [Id. ¶ 6.] In fact, DHAB has no employees. [Id. ¶ 7.]        

Mr. Poggensee filed a second declaration stating that DLI is a Swedish company 
that is part of the DeLaval Group, but does not refer to itself by that name. [Dkt. 164 ¶ 3.] 
DLI itself does not own any portion of DeLaval Inc., but it sells equipment to DeLaval 
Inc. under a distribution agreement so that DeLaval Inc. can make further sales in the 
United States. [Id. ¶ 4.] DLI has no offices in the United States and owns no real property 

in the United States, but it does store inventory at facilities owned by DeLaval Inc. ad 
West Agro in Kansas. [Id. ¶ 5.] DLI does not market, sell, or maintain products in the 
United  States,  except  to  assist  DeLaval  Inc.  with  complicated  technical  requests 
regarding products that DLI manufactures. [Id.] None of DLI’s directors or employees 
are officers or directors of DeLaval Inc. [Id. ¶ 6.]                      

Other evidence indicates that DLI sets a price for the purchase of VMS machines 
and DeLaval Inc. buys the machines at that price. [Rodriguez Dep. at 58, Dkt. 215-2.] 
After a VMS is in DeLaval Inc.’s inventory, the price that DeLaval Inc. charges a dealer 
or a farmer for that VMS depends on many factors, including dealership performance and 
the competition in the particular market. [Id. at 58–59.]                 

Bret Faber, a member of the DHBV Board of Directors, provided a declaration 
indicating that DHBV is similarly part of the DeLaval Group, but it does not refer to 
itself by that name. [Dkt. 123-1 ¶ 3.] DHBV is based in the Netherlands, and as of 
November 2022, it owned 53 subsidiary entities located in various countries around the 
world. [Id. ¶¶ 3–4.] One of the subsidiaries it owns is DeLaval Inc., but DHBV does not 
develop, manufacture, market, sell, install, or service any products, including the V300s. 
[Id. ¶ 4.] DHBV has no presence in the United States, owns no property in the United 

States, and conducts no business in the United States. [Id. ¶ 5.] Its board of directors 
meets in the Netherlands and none of its officers or directors are also officers or directors 
of DeLaval Inc. [Id. ¶ 6.] Unlike DHAB, DHBV does have some employees—eight to ten 
at any given time. [Id. ¶ 7.] They do not manage the day-to-day operations of any of the 
subsidiary entities that it owns, including any of the other Defendants in this case. [Id.] 

Robert Swan, a member of the Tetra Laval board of directors, filed declarations 
stating that TLI is a Swiss company that is part of Tetra Laval Group, but it does not refer 
to itself by that name. [Dkt. 77 ¶ 3.] TLI does not develop, manufacture, market, sell, 
install, or service any products, including the V300s. [Id. ¶ 4.] It has no offices in the 
United States, owns no real property in the United States, has no employees in the United 

States, and does not conduct any business or activities in the United States. [Id. ¶ 5.] 
None of TLI’s officers or directors is also an officer or director of DeLaval Inc. [Id. ¶ 7.] 
Mr. Swan further explains that the board meetings referred to in the Amended Complaint 
that took place in Pennsylvania in September 2008 and in Indiana in September 2019 
were not TLI board meetings. [Dkt. 223 ¶ 4.]                              

Other  evidence  in  the  record  indicates  that  DeLaval  Inc.  holds  regular  board 
meetings, including the testimony of one of DeLaval Inc.’s board members in the Bishop 
litigation. [Cuccioli Dep. at 61–63, Dkt. 168.] The record also includes DeLaval Inc. 
board meeting minutes and resolutions from 2006 through 2019. [Dkt. 169.] DeLaval 
Inc’s sole shareholder, DHBV, holds annual board meetings and votes to elect members 
of the board, and the board chooses the officers of DeLaval Inc. [Dkt. 156-11, 156-12.] In 
addition, while corporate policy documents show that TLI establishes a corporate code of 

business conduct, the DeLaval President & Chief Executive Officer, Joakim Rosengren, 
distributed a letter attaching an adapted Tetra Laval Code of Business Conduct providing 
that “Local Management of DeLaval reports to Group Management members and has 
operational responsibility for their respective DeLaval Company operating unit.”  The 
local managers are instructed to prioritize the overall interests of the DeLaval Group over 

their local entity, but “[t]he local manager is delegated such powers as are consistent with 
discharging this role. . . .” [Dkt. 171 at 1, 8.]                         
In  yet  another  declaration,  Mr. Poggensee  explained  that  multi-national 
corporations like the DeLaval entities often use cash pooling arrangements. [Dkt. 174 
¶ 2.]  “Their  purpose  is  to  use  the  internal  funds  of  subsidiaries  and  parents  before 

resorting to bank borrowing.” [Id.] Debts incurred and payments received under these 
arrangements  are  documented  on  each  company’s  financial  statements,  then  those 
statements are combined in compliance with International Financial Reporting standards, 
which  includes  eliminating  intracompany  and  intercompany  transactions.  [Id.  ¶ 3.] 
Mr. Poggenesse explains that just as a line of credit does not give a bank operational 

control over the company to which it lends, funding of a subsidiary through a cash 
pooling arrangement does not give the company providing the funding control of the 
commercial operations of the other company. [Id. ¶ 4.] Further, Mr. Poggenesse explains 
that DeLaval Inc. pools cash among its own business units and its subsidiary West Agro, 
but it does not share a cash pooling arrangement with DHBV, DHAB, DLI, or Tetra 
Laval.  [Id.  ¶ 5.]  Instead,  DeLaval  Inc.  has  a  “contractual  cash  pool/borrowing 
arrangement with Tetra Pak, Inc.,[4] which is a company within the Tetra Laval Group, in 

addition  to  external  bank  relationships.”  [Id.;  see  also  Dkt. 173.]  Defendants  also 
provided evidence that DeLaval Inc. has cash on hand to pay its bills along with a 
“comfortable cushion.” [Dkt. 170 ¶ 4.] Historically, DeLaval Inc. has paid  an annual 
dividend to its shareholders, and it maintains insurance to cover liability claims. [Id.] 
                      DISCUSSION                                     

I.   Legal Standards                                                      
The Defendants’ motions raise issues of personal jurisdiction under Federal Rule 
of Civil Procedure 12(b)(2) and failure to state a claim and Rule 12(b)(6). 
A. Personal Jurisdiction                                             
In a diversity case like this, the court follows state law to determine the issue of 

personal jurisdiction, looking to the forum state’s long-arm statute. Walden v. Fiore, 

 (2014). Because Minnesota’s long-arm statute extends jurisdiction to the 
fullest extent allowed, courts in the District of Minnesota determine only whether their 
exercise of personal jurisdiction over a defendant is consistent with due process. Wessels, 
Arnold & Henderson v. Nat’l Med. Waste, Inc., 

 (8th Cir. 1995). To 

be consistent with due process, a defendant must have minimum contacts with the forum 
so  that  exercising  jurisdiction  will  not  “offend  traditional  notions  of  fair  play  and 

4 Tetra Pak Inc. is a Texas corporation.                             
substantial justice.” World-Wide Volkswagen Corp. v. Woodson, 

, 291–92 
(1980). A defendant’s contacts with a forum are sufficient when the defendant “should 
reasonably anticipate being haled into court there.” 

; Bros. & Sisters in Christ, 

LLC v. Zazzle, Inc., 

 (8th Cir. 2022). In conducting that analysis, the 
Court must determine whether Defendants have sufficient minimum contacts and whether 
the Plaintiffs’ claims “arise out of or relate to” Defendants’ contacts. Ford Motor Co. v. 
Montana Eighth Jud. Dist. Ct., 

 (2021) (quoting Bristol-Myers 
Squibb Co. v. Superior Court of Cal., San Francisco Cty., 

, 1780 (2017)). 

The Court considers five factors in the minimum-contacts analysis. Bros. & Sisters 
in Christ, 

; Johnson v. Arden, 

 (8th Cir. 2010). The three 
“primary factors” include: “(1) the nature and quality of the contacts with the forum state; 
(2) the quantity of the contacts; [and] (3) the relationship of the cause of action to the 
contacts.”5 Arden, 

. These factors are “closely interrelated” and often 

considered together. Digi-Tel Holdings, Inc. v. Proteq Telecomms. (PTE), Ltd., 

  (8th  Cir.  1996).  The  “secondary  factors”  are  “(4) the  interest  of  [the  state]  in 
providing a forum for its residents; and (5) the convenience or inconvenience to the 
parties.” Arden, 

.                                         
In addition, “[p]ersonal jurisdiction can be properly asserted over a corporation if 

another is acting as its alter ego, even if that alter ego is another corporation.” Epps v. 

5 The Eighth Circuit has noted that the third factor “distinguishes whether the jurisdiction 
is specific or general.” Arden, 

. No party here contends that Minnesota has 
general jurisdiction over any of the Foreign DeLaval Entities or Tetra Laval, so the Court 
considers specific jurisdiction alone.                                    
Stewart Info. Servs. Corp., 

 (8th Cir. 2003); Kruger v. Lely N. Am., 
Inc., No. 20-cv-629 (NEB/DTS), 

, at *3 (D. Minn. Dec. 14, 2020). 
“The circumstances of each case must be examined to determine whether a corporation 

through the activities of another corporation has subjected itself to jurisdiction in a state 
under its long arm statute.” Epps, 

 (quoting Lakota Girl Scout Council, 
Inc. v. Havey Fund-Raising Mgmt., Inc., 

 (8th Cir. 1975)); Hawkeye 
Gold, LLC v. China Nat’l Materials Indus. Imp. & Exp. Corp., 

 (8th 
Cir. 2023) (finding, under Iowa law, that plaintiff failed to demonstrate “exceptional 

circumstances” justifying piercing the corporate veil to exercise jurisdiction over Chinese 
parent  company  based  on  U.S.-base  subsidiary’s  contacts  with  Iowa).  “[A]  court’s 
assertion of jurisdiction is contingent on the ability of the plaintiffs to pierce the corporate 
veil.” Epps, 

. Courts consider state law when considering whether to 
pierce the corporate veil. 

                                            

On a motion to dismiss for lack of personal jurisdiction, the “plaintiffs bear the 
burden of establishing a prima facie showing of jurisdiction, and we view the [facts] in 
the light most favorable to the plaintiffs.” Kaliannan v. Liang, 

 (8th Cir. 
2021) (cleaned up). This prima facie showing “is accomplished by pleading sufficient 
facts  ‘to  support  a  reasonable  inference  that  the  defendants  can  be  subjected  to 

jurisdiction within the state.’” K-V Pharm. Co. v. J. Uriach & CIA, S.A., 

, 
591–92 (8th Cir. 2011) (quoting Dever v. Hentzen Coatings, Inc., 

 
(8th Cir. 2004)). The evidentiary showing required at this stage is minimal. Arden, 

.  This  showing  is  “tested,  not  by  the  pleadings  alone,  but  [also]  by  the 
affidavits and exhibits” supporting and opposing the motion to dismiss. Dever, 

. The district court views the evidence in the light most favorable to the plaintiffs 
and resolves conflicting facts in their favor. K-V Pharm., 

. 

B. Failure to State a Claim                                          
To survive a Rule 12(b)(6) motion to dismiss, a complaint must contain “enough 
facts to state a claim to relief that is plausible on its face.” Bell Atl. Corp. v. Twombly, 

  (2007).  This  standard  does  not  require  the  inclusion  of  “detailed 
factual allegations” in a pleading, but the complaint must contain facts with enough 

specificity “to raise a right to relief above the speculative level.” 

. “Threadbare 
recitals of the elements of a cause of action, supported by mere conclusory statements,” 
are not sufficient. Ashcroft v. Iqbal, 

 (2009) (citing Twombly, 

). In applying this standard, the Court must assume the facts in the complaint to be 
true and take all reasonable inferences from those facts in the light most favorable to the 

plaintiff. Morton v. Becker, 

 (8th Cir. 1986); see Waters v. Madson, 

 (8th Cir. 2019). But the Court need not accept as true any wholly 
conclusory allegations or legal conclusions that the plaintiff draws from the facts pled. 
Glick v. W. Power Sports, Inc., 

 (8th Cir. 2019).        
II.  Choice of Law                                                        

The parties have extensively briefed and argued the appropriate choice of law to 
be applied to the analysis of the alter-ego personal-jurisdiction issues. Defendants argue 
that the Court must apply Missouri’s choice-of-law rules because the case was transferred 
here from the Western District of Missouri. They argue that under Missouri’s choice-of-
law rules, the Court must apply Delaware law to assess the sufficiency of Plaintiff’s alter-
ego allegations. However, they eventually suggest that there is no meaningful conflict 
between Missouri and Delaware law. [Dkt. 123 at 6–9; Dkt. 159 at 6; Dkt. 163 at 6; Dkt. 

61 at 4 n.2; Dkt. 103 at 22–25; Dkt. 213 at 6 n.4; Dkt. 220 at 7–8.] Plaintiffs argue that 
Missouri law applies to both the choice-of-law question and to the sufficiency of their 
alter ego allegations, but also appear at one point to concede that there is no material 
conflict  between  these  bodies  of  law.  [Dkt. 129  at  13–16;  Dkt.  231  at  25  n.25.] 
Nevertheless,  Plaintiffs  suggest  that  the  Court  is  obligated  to  apply  Missouri  law. 

[Dkt. 129 at 13.]                                                         
This case was transferred to the District of Minnesota from the Western District of 
Missouri pursuant to 

(a). [Dkt. 23.] “When a case is transferred under 
§ 1404(a),  the  transferee  district  court  [here,  the  District  of  Minnesota]  applies  the 
choice-of-law rules of the transferor court’s State [here, Missouri].” Steen v. Murray, 

 (8th Cir. 2014). “Missouri courts apply the internal affairs doctrine when 
requested to pierce the corporate veil” and look to the law of a company’s state of 
incorporation when resolving alter-ego disputes. Douglas v. Imerys Talc Am., Inc., No. 
4:18CV1141 RLW, 

, at *6 (E.D. Mo. Feb. 14, 2019) (quotations and 
citations omitted); see also Nat’l Green Gas, LLC v. Estrategy, Inc., Case No. 4:18-CV-
00285-BCW, 

, at *3 (W.D. Mo. Jan. 17, 2019).6             
Because Plaintiffs contend that the Foreign DeLaval Entities and West Agro are 

alter-egos of DeLaval Inc., and DeLaval Inc. is incorporated in Delaware, the Court looks 
primarily to Delaware law to analyze the alter-ego issues in this case. However, the 
parties have relied upon cases from both Missouri and Delaware in their briefing, noted 
that courts generally consider Delaware law to be persuasive authority in cases involving 
various  aspects  of  corporate  law,7  and  broadly  agreed  that  there  is  no  outcome-

determinative difference between the various bodies of law governing the alter-ego issues 
presented in this case. Having reviewed the cited caselaw and the voluminous briefing on 
the subject, the Court has failed to identify a meaningful difference between these bodies 
of law, as applied to these motions, will not belabor the issue further at this time, and will 
rely primarily on Delaware alter-ego law.                                 

III.  Personal Jurisdiction                                               
The Foreign DeLaval Entities (DLI, DHAB, and DHBV) and Tetra Laval argue 
that the Plaintiffs have failed to meet their burden to make a prima facie showing that the 


6 Minnesota courts also appear to apply the internal-affairs doctrine and look to the law of 
a company’s state of incorporation when evaluating whether an entity is an alter ego. Russ v. 
XPO Logistics, LLC, No. 19-cv-2719 (DSD/JFD), 

, at *7 (D. Minn. Aug. 16, 
2022).                                                                    
7 See Swope v. Siegel-Robert, Inc., 

, 496 (8th Cir. 2001) (predicting that 
Missouri would follow Delaware law based in part on Delaware’s “expertise in analyzing issues 
of corporate law”).                                                       
Court has personal jurisdiction over them.8 They contend that Plaintiffs’ allegations do 
not establish personal jurisdiction under a theory that these entities are “alter egos” of 
DeLaval Inc. or through a traditional minimum-contacts analysis, and that Plaintiffs’ 

“agency” theory of jurisdiction also fails as a matter of law.            
A. Alter-Ego Theory9                                                 
As  noted  above,  a  corporate  subsidiary’s  contacts  with  the  forum  may  be 
attributed to a corporate parent if the subsidiary is the mere alter ego of the parent. Epps, 

. Establishing jurisdiction under an alter-ego theory requires a showing 

akin to that needed to pierce the corporate veil under the applicable state law. 

 And 
under the circumstances of this case, the relevant state law is primarly that of Delaware. 



8 West Agro does not join this aspect of the Foreign DeLaval Entities’ motion to dismiss 
and does not contest personal jurisdiction.                               
9  In  assessing  the  sufficiency  of  Plaintiffs’  allegations  for  purposes  of  the  personal 
jurisdiction analysis, the Foreign DeLaval Entities and TLI urge the Court to disregard thirty-
seven allegations made by the Plaintiffs “on information and belief.” [Dkt. 213 at 3–6; Dkt. 220 
at 10.] They contend that allegations made on information and belief are insufficient to establish 
personal jurisdiction, citing Zeavision, LLC v. Bausch & Lomb Inc., No. 4:21CV1487 HEA, 

, at *2, *5 (E.D. Mo. Nov. 21, 2022). In Zeavision, the relevant allegation 
made on information and belief was the conclusory assertion that the defendant “operates in 
Missouri,” which was unaccompanied by any other factual assertion. Id. at *5. The Court is 
unaware  of  any  Eighth  Circuit  authority  standing  for  the  proposition  that  a  proper,  non-
conclusory factual assertion made “on information and belief” cannot be considered for purposes 
of a personal jurisdiction analysis at the motion to dismiss stage. In reaching the conclusions 
discussed in this Order, the Court has examined Plaintiffs’ allegations that are not controverted 
by any evidence from the Defendants, including those made “on information and belief,” while 
also observing that several of them are heavily worded conclusory statements unadorned by any 
specific factual allegations. However, the Court will not wholesale disregard all allegations made 
“on information and belief.”                                              
Delaware Alter-Ego Law                                               
Delaware courts observe corporate separateness except when “a subsidiary is a 
mere instrumentality or alter ego of its owner.” Microsoft Corp. v. Amphus, Inc., C.A. 

No. 8092-VCP, 

, at *6 (Del. Ch. Oct. 31, 2013) (quotations omitted); 
see also Blanks v. Fluor Corp., 

, 375–76 (Mo. Ct. App. 2014). The 
separateness  of  parents  and  subsidiaries  should  be  disregarded  only  in  exceptional 
circumstances. Case Financial, Inc. v. Alden, No. 1184-VCP, 

, at *4 
(Del. Ch. Aug. 21, 2009) (explaining that Delaware courts disregard the corporate form 

“only in the exceptional case”); see also Goellner-Grant v. Platinum Equity LLC, 

 (E.D. Mo. Sept. 18, 2018) (observing that the “parent-subsidiary 
separation  should  be  ignored  with  caution  and  only  when  the  circumstances  clearly 
justify it”) (quoting Blanks, 

).                         
Disregard of corporate separateness requires a showing “that one entity exercises 

control over the other.” You Map, Inc. v. Snap, Inc., No. CV 20-162-CFC, 

, at *1 (D. Del. Sept. 22, 2022); Blanks, 

 (requiring “complete 
domination . . . so that corporate entity . . . had . . . no separate mind, will or existence of 
its  own”).  Under  Delaware  law,  courts  examine  a  variety  of  factors  concerning  the 
operation  of  the  subsidiary  corporation  and  its  relationship  to  the  parent,  including: 

(1) whether  the  corporation  was  adequately  capitalized  for  purposes  of  its  business; 
(2) whether the corporation was solvent; (3) whether corporate formalities were followed, 
such as paying dividends, keeping records, and having properly functioning officers and 
directors; (4) whether there was any siphoning of funds by the dominant shareholder; and 
(5) whether the corporation was a mere façade for the controlling shareholder. Maloney-
Refaie v. Bridge at School, Inc., 

 (Del. Ch. 2008).      
In addition to satisfying the above multi-factor analysis, a plaintiff proceeding 

under an alter-ego theory must show that the subsidiary corporation is “a sham and 
exist[s] for no purpose other than as a vehicle for fraud.” Wallace ex rel. Cencom Cable 
Income  Partners  II,  L.P.  v.  Wood,  

  (Del.  Ch.  1999);  see  also 
Mitchell v. K.C. Stadium Concessions, Inc., 

 (Mo. Ct. App. 1993) 
(explaining that the  plaintiff “must  establish that  the corporate cloak was used as  a 

subterfuge to defeat public convenience, to justify a wrong, or to perpetrate a fraud”). 
The kind of “injustice” that is relevant to this analysis is not the underlying facts that give 
rise to the plaintiff’s breach of contract or tort claims, but that the “fraud or injustice be 
found in the defendant’s use of the corporate form itself.” Zweigenhaft v. PharMerica 
Corp., Civil Action No. 19-2201-RGA, 

, at *2 (D. Del. Sept. 3, 2020); 

see also Mobil Oil Corp. v. Linear Films, Inc., 

 (D. Del. 1989) 
(“The underlying cause of action does not supply the necessary fraud or injustice.”). For 
example,  a  defendant  may  use  the  corporate  form  to  work  an  injustice  where  the 
defendant forms a corporation “‘with specific intent to escape liability for a specific tort 
or  class  of  torts,’”  or  where  the  defendant  “strip[s]  the  corporation  of  its  assets  in 

anticipation of impending legal liability.” Mobil Oil Corp., 

 (quoting 
Zubik v. Zubik, 

 (3rd Cir. 1967) and discussing Minn. Mining & Mfg. v. 
Eco Chem, Inc., 

 (Fed. Cir. 1985)); Blanks, 450 S.W.2d at 376 
(explaining  “there  can  be  no  piercing  of  the  corporate  veil  without  a  showing  of 
impropriety in the establishment or use of the corporate form sought to be disregarded”). 
In  assessing  the  issues  of  alter-ego  jurisdiction,  the  Court  is  mindful  that 

disregarding the corporate form to “pierce the veil” is appropriate under Delaware law 
“only in exceptional circumstances.” Marnavi S.p.A. v. Keehan, 

 
(D. Del. 2012). Simply put, it is not a step to be taken lightly. Based on a careful review 
of the facts alleged in the Amended Complaint, the evidentiary record, and the relevant 
caselaw,  the  Court  finds  that  Plaintiffs  have  failed  to  demonstrate  that  Defendants 

“operate as a single economic unit, dominated by TLI, the Group Board, and Group 
Management,  whose  centralized  control  dictates  the  actions  of  the  DeLaval  Group 
through DLI, DeLaval Inc., and [West] Agro, including  their distribution, sales, and 
marketing activities in the U.S. regarding the V300.” [Dkt. 231 at 26.] The Court finds 
that the facts and circumstances highlighted by the Plaintiffs likely fall short of satisfying 

the showing required by the multi-factor test regarding corporate separateness to pierce 
the veil, and the Court will examine the various relevant factors in turn. But, even if some 
of the factors present a “close call” regarding whether the Defendant entities function as a 
single  economic  unit—particularly  when  viewed  through  the  permissive  lens  of  this 
procedural stage—the Court finds that Plaintiffs fail to show that the foreign Defendants 

have abused DeLaval Inc.’s corporate form to perpetuate a fraud or injustice. 
Control and Disregard of Corporate Separateness                      
As an initial matter, the Court notes that many of Plaintiffs’ allegations lump the 
Foreign DeLaval Entities and Tetra Laval into a single unit for purposes of their alter-ego 
theory,  rather  than  distinguishing  between  them.  But  these  distinctions  matter.  For 
instance, it is DHBV that owns all but a single share of DeLaval Inc.’s stock, while the 
only remaining share is owned by Tetra Laval. DHAB is a parent company of DHBV, but 

is not a direct corporate parent of DeLaval Inc. DLI is another subsidiary of DHBV, 
making it a sister company of DeLaval Inc., rather than a corporate parent of DeLaval 
Inc. This is notable because Eighth Circuit precedent permits the exercise of jurisdiction 
under  an  alter-ego  theory  when  a  parent  corporation  dominates  and  controls  its 
subsidiary, but that authority is less supportive of piercing the corporate veil as to sibling-

entities. See Kruger, 

, at *3 (citing Epps, 327 F.3d at 648–49, and 
observing that foreign companies that did not own U.S.-based affiliate were “unlikely” to 
have controlled and dominated the affiliate’s affairs such that the affiliate was their alter 
ego). However, that is only the first of the weaknesses in Plaintiffs’ attempt to exercise 
personal jurisdiction over these foreign Defendants under an alter-ego theory. 

Plaintiffs contend that because their Amended Complaint asserts the presence of 
several factors suggesting Group Board and Group Management control over DeLaval 
Inc.’s  operations,  this  case  presents  an  even  stronger  basis  for  finding  personal 
jurisdiction  under  an  alter  ego  theory  than  cases  where  courts  have  found  similar 
allegations of a number of factors sufficient. [Dkt. 231 at 28 & n.23.] However, the Court 

finds Plaintiffs’ reliance on the cases cited in their brief to be misplaced. For example, 
Plaintiffs suggest that their allegations create a stronger case for alter-ego jurisdiction 
than was found sufficient in In re Chocolate Confectionary Antitrust Litig., 

 (M.D. Pa. 2009). However, despite Plaintiffs here having access to voluminous 
discovery, including taking several depositions from the Bishop litigation already, neither 
their evidence nor their non-conclusory allegations demonstrate control by any of the 
foreign Defendants over DeLaval Inc.’s day-to-day operations that is comparable to what 

was found sufficient in that case. 

 at 614–15 (finding it appropriate to exercise personal 
jurisdiction over United Kingdom-based parent manufacturing companies where, among 
other things, the vertical management through product groups led the parent companies to 
“exercise[]  centralized  control  over  the  day-to-day  management  of  all  . . .  entities”) 
(internal quotations omitted). Although Plaintiffs’ Amended Complaint repeatedly states 

that the foreign Defendants “control” and “dominate” DeLaval Inc.’s operations, neither 
the facts they have alleged nor the evidence they produced make a prima facie showing of 
day-to-day operational control that would justify the exercise of personal jurisdiction 
under an alter-ego theory.                                                
Plaintiffs  have  provided  some  evidence  that  indicates  that  there  has  been 

overlapping management or membership among the boards of directors of the various 
foreign Defendants and DeLaval Inc., but the Court does not find the record persuasive 
on this point. First, the fact that there are overlapping shareholders, directors, or officers 
between two companies is not necessarily indicative of an alter-ego relationship. Case 
Fin., Inc. v. Alden, No. Civ. A. 1184-VCP, 

, at *4–5 (Del. Ch. Aug. 

21, 2009); CNH Am. LLC v. Kinzenbaw, No. C.A. 08-945 (GMS), 

, at 
*1 (D. Del. Nov. 9, 2009); Dunne v. Res. Converting, LLC, No. 4:16 CV 1351 DDN, 

, at *12 (E.D. Mo. May 24, 2017). And here the record actually 
indicates  that  what overlap exists  is  less significant than Plaintiffs imply. The chart 
included in Plaintiffs’ briefing identifies commonality between directors and officers of 
various DeLaval entities spanning a 15-year period, but does not identify when any of 
those individuals served in the identified roles. [Dkt. 154 at 10–11.] According to the 

declarations on file, none of DLI’s employees or directors are officers or directors of 
DeLaval  Inc.  [Dkt. 164  ¶ 6.]  None  of  DHAB’s  officers  or  directors  are  officers  or 
directors  of  DeLaval  Inc.  [Dkt. 160  ¶ 6.]  None  of  DHBV’s  officers  or  directors  are 
officers or directors of DeLaval Inc. [Dkt. 123-1 ¶ 6.] And none of TLI’s officers or 
directors  are  officers  or  directors  of  DeLaval  Inc.  [Dkt. 77  ¶ 7.]  Further,  the  Group 

Management team includes no officers or directors of DHBV or DHAB. And there are no 
employees of any of the Foreign DeLaval Entities on the Group Board. The Plaintiffs put 
too much emphasis on the overlap among leadership teams.                  
The Plaintiffs also argue that DeLaval Inc. failed to observe corporate formalities. 
See Marnavi S.p.A. v. Keehan, 

 (D. Del. 2012) (indicating that 

courts  consider  “whether  dividends  were  paid,  corporate  records  kept,  officers  and 
directors functions properly, and other corporate formalities were observed”) (quoting 
Maloney-Refaie, 

). The Court agrees that the record on this point supports 
an inference that some of DeLaval Inc.’s business was conducted in an informal manner. 
For instance, Plaintiffs point to deposition testimony suggesting that DeLaval Inc. did not 

always hold regular board meetings. [Dkt. 156, Ex. 3.] And testifying in September of 
2021, Mr. Cuccioli could not recall how many formal board meetings took place in 2015, 
2016, 2017, 2018, and 2019. He testified that DeLaval Inc. has board members that meet 
“periodically, almost weekly.” [Dkt. 168.] He indicated that “we don’t have, you know, a 
formal  continuous,  you  know,  structured  board  meetings.  You  know,  we  operate 
differently.”  [Dkt. 156,  Ex. 3  at  62–63.]  But  the  record  before  the  Court  also 
demonstrates that DeLaval Inc. did observe some corporate formalities, including paying 

dividends, keeping minutes of its board meetings when they occurred, and electing its 
own  board  members.  [Dkt. 169.]  And  although  the  Court  agrees  that  the  Plaintiffs’ 
showing is strongest on this point, as explored below, it is not enough to show  the 
fraudulent or nefarious purpose that the law requires. This evidence simply does not lend 
support to the idea that DeLaval Inc. was a sham corporation created or used for the 

purpose of defrauding creditors or perpetrating an injustice.             
Plaintiffs also highlight the corporate governance policies which require various 
DeLaval entities to operate for the good of the overall DeLaval team. But neither the law 
nor the facts support Plaintiffs’ claim that these policies render DeLaval Inc. a sham 
corporation. General oversight by the parent corporation over its subsidiaries does not 

constitute evidence of improper control. See Joiner v. Ryder Sys. Inc., 

, 
1485–86 (C.D. Ill. 1996) (finding parent’s implementation of several policies, a code of 
conduct, and code of ethics governing its subsidiaries, and its review of the subsidiaries’ 
strategies and goals were consistent with sound business judgment rather than alter ego); 
See In re Chocolate Confectionary Antitrust Litig., 674 F. Supp. 2d at 599–600 (finding 

allegations insufficient to demonstrate control by global parent over Canadian subsidiary 
for purposes of alter ego jurisdiction). In fact, here, the applicable governance documents 
also state that local management of DeLaval Inc. “has operational responsibility for their 
respective DeLaval Company/operating unit.” [Dkt. 171 at 8.] In any event, the uniform 
aspects of the DeLaval corporate governance on which Plaintiffs rely do not reflect the 
kind of “daily, operational control that is the sine qua non of an alter ego relationship.” In 
re Chocolate Confectionary Antitrust Litig., 

.      

Similarly,  the  Court  finds  Plaintiffs’  cash-pooling  allegations  fail  to  establish 
domination and control of DeLaval Inc. by the foreign Defendants. First, other courts 
have  found  that  centralized  management  of  funds  by  a  parent  corporation  is  not 
necessarily indicative of an alter ego relationship. Tyco Laboratories, Inc. v. DASI Indus., 
Inc., No. 92 C 5712, 

, at *10 (N.D. Ill. Sept. 9, 1993) (finding that a 

corporate parent was not the alter ego of subsidiaries even though all of the subsidiaries’ 
funds flowed to it and it paid for their financial obligations); United States v. Bliss, 

 (E.D. Mo. 1985) (rejecting the government’s attempts to pierce the 
corporate veil  despite  the parent’s management of the  subsidiary’s cash because the 
companies maintained corporate formalities and the parent did not “delve into the day-to-

day operations” of the subsidiary). Moreover, the evidentiary record here suggests that 
DeLaval Inc. is not, in fact, involved in a cash pool with the Foreign DeLaval Entities or 
TLI. When Mr. Poggensee was deposed in the Bishop litigation, he explained that, in 
fact, “DeLaval, Inc., is not part of the Tetra Laval cash pool.” Instead, DeLaval Inc. 
primarily obtains loans from Tetra Pak, Inc., and DeLaval Inc. manages the cash pool for 

U.S.-based DeLaval entities. [Pogensee Dep. 144–46.] In sum, while some of the facts in 
the record might weigh in the Plaintiffs’ favor, the relevant factors as a whole do not 
demonstrate a lack of corporate separateness or total control by the Foreign DeLaval 
Entities or TLI over DeLaval Inc.                                         
Perpetuating a Fraud Or Injustice                                    
Even  if  the  multi-factor  analysis  above  more  strongly  supported  Plaintiffs’ 
position, they would still fail to establish the critical second part of the required showing: 

whether the Foreign DeLaval Entities or Tetra Laval have used DeLaval Inc.’s corporate 
form to perpetrate a fraud or injustice. The kind of fraud or injustice that is required is not 
that worked by a tort or breach-of-contract claim underlying the plaintiff’s complaint; 
rather, it must “be found in the defendant’s use of the corporate form itself.” Harrison v. 
Soroof Int’l, Inc., 

 (D. Del. 2018). A general concern that one 

may be unable to collect on a judgment in an action against a subsidiary “does not 
constitute fraud or injustice to support piercing the corporate veil.” In re Western States 
Wholesale Natural Gas Antitrust Litig., MDL No. 1566, 

, at *12 (D. 
Nev. Feb. 23, 2009).                                                      
In an effort to demonstrate fraud, Plaintiffs primarily contend that the Defendants 

siphoned  funds  from  DeLaval  Inc.  and  saddled  it  with  debt  both  during  the  Bishop 
litigation  and  shortly  before  this  lawsuit  was  filed.  However,  the  Court  finds  the 
Plaintiffs’ allegations and evidence on this point insufficient. For one thing, although 
Plaintiffs state that funds were removed from DeLaval Inc.’s books to avoid potential 
liability for punitive damages in this proceeding, the Amended Complaint contains no 

well-pled factual allegations even hinting that any of the Foreign DeLaval Entities or TLI 
was aware at the time the alleged siphoning occurred that this lawsuit was forthcoming. 
Nor does the record support an inference that the foreign Defendants stripped DeLaval 
Inc. of its resources in such a way that either the Bishop plaintiffs or any other claimant 
was unable to collect. Indeed, there is nothing in the record or the Amended Complaint to 
suggest that the very large settlement from Bishop was reduced due to the alleged lack of 
cash  in  DeLaval  Inc.’s  coffers.  In  fact,  there  is  no  evidence  before  the  Court 

demonstrating that any of the Foreign DeLaval Entities or Tetra Laval has ever caused 
DeLaval Inc. to defraud a creditor or otherwise fail to satisfy DeLaval Inc.’s own debts. 
See Nestle Purina Petcare Co. v. The Blue Buffalo Co., Ltd., No. 4:14-cv-859-RWS, 

, at *6 (E.D. Mo. Sept. 27, 2016) (finding allegations that owners and 
operators of a company that had “kept [it] on the brink of insolvency to protect [its] assets 

from the reach of potential creditors” insufficient to state a veil-piercing claim under 
Missouri law where there was “no allegation that [the company] has defrauded or failed 
to satisfy any debts”); see also 

 (finding no basis to pierce the corporate veil where 
individual  owners  and  operators  of  a  company  allegedly  “retained  the  company’s 
earnings that were in excess of what the company needed to maintain its operations 

budget” and then “loan[ed] capital back to [the company] as needed and at interest”). 
Plaintiffs focus on balance sheets that they argue show DeLaval Inc. had assets of 
negative $1 in early 2020. First, it is somewhat difficult to see how a reasonable inference 
from  this  fact  is  that  DeLaval  Inc.  is  insolvent  or  undercapitalized  today  when  it 
continues to do business. Moreover, such an inference seems particularly unreasonable 

given that DeLaval Inc. participated in the payment of a $55 million settlement in the 
Bishop litigation even after funds had allegedly been siphoned from its books for the 
purpose of evading its creditors. And the record belies that DeLaval Inc. actually had a 
negative asset balance in 2020. The question of DeLaval Inc.’s solvency came up during 
the Bishop litigation, and Mr. Poggensee provided a declaration there explaining that an 
accounting software error had led Mr. Cucciolli to submit mistaken information regarding 
the negative $1 figure. [Dkt. 173.] Mr. Poggensee explained that in 2020, DeLaval Inc. 

was not, in fact, insolvent. It had over $175 million in assets, around $168 million in 
liabilities, and just under $8 million in equity. [Id. ¶ 10.] This evidence does not support a 
finding that DeLaval Inc. is undercapitalized or insolvent, nor that the foreign Defendants 
have used DeLaval Inc.’s corporate form to perpetrate an injustice.       
Plaintiffs  similarly  point to a $100 million loan that was  allegedly placed on 

DeLaval Inc.’s books by one or more of the European-based Defendants, but again the 
record undermines Plaintiffs’ argument. The loan, rather than being a sham, was for the 
acquisition of a company called Milkrite | Interpuls, Inc. Although Plaintiffs allege on 
information and belief that the acquisition of that company was not for the benefit of 
DeLaval Inc., the evidence in the record establishes that DeLaval Inc. is the sole owner of 

Milkrite’s  outstanding  shares.  [Dkt. 244-6.]  To  state  the  obvious,  while  the  record 
indicates DeLaval Inc. took on a loan to acquire Milkrite, it also shows that DeLaval Inc. 
itself, not the Foreign DeLaval Entities or Tetra Laval, obtained Milkrite as an asset. And 
Plaintiffs do not contest that Milkrite was a valuable asset.             
Plaintiffs also argue that DeLaval Inc. is undercapitalized because it is not named 

on the insurance policies that could provide coverage for the claims at issue in this case. 
In response,  Defendants submitted  several  insurance  policies for  the Court’s review, 
which, on their face, undermine Plaintiffs’ assertions. The polices do, indeed, list Tetra 
Pak Inc., as the insured, but each policy contains an amendment which plainly refers to 
DeLaval Inc. as a named insured. [Dkt. 244, Exs. B–F.]                    
Finally, Plaintiffs assert that the Defendants’ misuse of the corporate form has 

caused an injustice because it is allegedly an attempt to frustrate Plaintiffs’ ability to 
obtain discovery relevant to any litigation. However, Plaintiffs offer only conclusory 
allegations to support this claim and fail to point to any authority from Delaware (or any 
other jurisdiction) to support the proposition that an alleged effort to frustrate discovery 
in potential litigation is the kind of injustice that allows a court to disregard corporate 

separateness. Moreover, Plaintiffs’ theory is belied by the record. Plaintiffs have admitted 
in this case that they engaged in significant jurisdictional and merits discovery during the 
Bishop litigation, including relating to the issues of corporate governance and alter ego.10 
[Dkt. 39 at 6 (discussing the discovery conducted in the Bishop case).] And no showing 
has been made that DeLaval Inc. has resisted or will resist discovery requests, or that 

third-party subpoenas will not be available or workable to acquire needed information. 
Easing the path to discovery is not a factor that supports piercing the corporate veil. 
For these reasons the Court finds Plaintiffs have failed to meet their burden to 
show that exercise of personal jurisdiction over the Foreign DeLaval Entities or Tetra 
Laval is appropriate under an alter-ego theory.                           


10 In another case against DeLaval Inc. and other DeLaval related entities, the same 
counsel that are representing the Plaintiffs here explained that in Bishop they received over 1 
million documents during the discovery. Hardy’s Holsteins, LLC v. DeLaval Inc. et al., No. 21-
cv-6151, Doc. No. 19 (W.D. Mo. Mar. 25, 2022). Defendants represent that DLI produced nearly 
3.5 million pages of material in Bishop. [Dkt. 241 at 15.]                
Jurisdictional Discovery                                             
In their briefing, Plaintiffs request that if the Court finds their showing insufficient 
to meet their burden at this stage, they be permitted to engage in jurisdictional discovery. 

[E.g.,  Dkt. 231  at  40–41  n.35.]  “A  district  court  has  the  discretion  to  allow  limited 
jurisdictional  discovery  on  a  motion  to  dismiss  for  lack  of  personal  jurisdiction  if 
ascertaining additional facts will help resolve the jurisdictional issue.” WinRed, Inc v. 
Ellison, 

, 1165 n.6 (D. Minn. 2022), aff’d sub nom., 

 
(8th Cir. 2023). That request is denied.                                  

Questions of alter-ego often present an information imbalance, especially in the 
context of private companies where the information necessary for a plaintiff to meet its 
burden is in the exclusive control of its opponents. Here, however, the circumstances are 
far  different.  The  Plaintiffs  have  already  obtained  significant  discovery  through  the 
Bishop litigation, much of which concerned the interrelationship between the various 

DeLaval entities, including taking several depositions and obtaining extensive document 
discovery. The Court finds that ordering additional jurisdictional discovery concerning 
Plaintiffs’ alter-ego theory will not further illuminate the issue. Plaintiffs do not explain 
why additional discovery would be likely to reveal domination and control of DeLaval 
Inc. by the Foreign DeLaval Entities or Tetra Laval or show that these Defendants have 

used DeLaval Inc.’s corporate form to perpetrate a fraud or injustice when previous 
efforts did not.                                                          
B. Agency Theory                                                     
Plaintiffs also advance an “agency theory” as an alternative basis on which the 
Court can exercise specific personal jurisdiction over the Foreign DeLaval Entities and 

Tetra  Laval.11  “Under  the  agency  theory,  the  court  may  attribute  the  actions  of  a 
subsidiary company to its parent where the subsidiary acts on the parent’s behalf or at the 
parent’s direction.” C.R. Bard, Inc. v. Guidant Corp., 

 (D. Del. 
1998); see also Travel Leaders Leisure Gr., LLC v. Cruise & Travel Experts, Inc., 

, at *13 (D. Minn. Aug. 11, 2020) (citing, inter alia, Daimler, 

  n.13  and  assessing  “agency-based”  issues  of  jurisdiction  in  the  context  of  an 
employer-employee relationship). Unlike the alter-ego theory, this approach “attributes 
specific acts to the parent because of the parent’s authorization of those acts, but does not 
treat the parent and the subsidiary as one entity.” C.R. Bard, 

 (citing 
Stinnes Interoil, Inc. v. Petrokey Corp., No. 82C–JN–109, 

 (Del. Super. 

Aug. 24, 1983)). “Thus, under the agency theory ‘only the precise conduct shown to be 
instigated by the parent is attributed to the parent.’” 

 (quoting Applied Biosystems, Inc. 
v. Cruachem, Ltd., 

 (D. Del. 1991)). For the reasons that follow, 

11 The Supreme Court has held that it is improper for district courts to exercise general 
jurisdiction over a foreign parent corporation under an agency theory based on a finding that its 
in-state subsidiary “performs services that are sufficiently important to the foreign corporation 
that if it did not have a representative to perform them, the [parent] corporation’s own officials 
would undertake to perform substantially similar services.” Daimler AG v. Bauman, 

, 134–35 (2014) (internal quotations omitted). In Daimler, the Court noted that “[a]gency 
relationships  . . .  may  be  relevant  to  the  existence  of  specific  jurisdiction. . . .  As  such,  a 
corporation can purposefully avail itself of a forum by directing its agents or distributors to take 
action there.” 

 at 135 n.13.                                           
the Court finds that the Plaintiffs have failed to make an adequate prima facie showing to 
establish that the Court has personal jurisdiction over the Foreign DeLaval Entities and 
Tetra Laval under an agency theory.                                       

Plaintiffs  first  argue  that  the  Amended  Complaint  states  that  the  Foreign 
Defendants  and  TLI  “control  and  direct  DeLaval  Inc.  in  the  sale,  marketing,  and 
distribution of the V300 in each of the United States,” and control and direct the sales and 
marketing conduct through the Group Management Team and the Group Board vis-à-vis 
the “dictates of the Corporate Policy.” [Am. Compl. ¶¶ 105–06; Dkt. 231 at 38.] Plaintiffs 

point to their allegations that the foreign Defendants dominated and controlled the day-to-
day corporate affairs of DeLaval Inc. as support for the proposition that DLI, DHAB, 
DHBV, and TLI directed the specific sales and marketing of the V300s to Triple S, Green 
Acres, Fry, and Rocky Point. [Dkt. 231 at 38 (referring to argument in Section II.A of 
response brief).]                                                         

Rather  than  detailing  the  specific  acts  that  each  of  the  foreign  Defendants 
allegedly authorized or directed DeLaval Inc. to perform in Minnesota, the Amended 
Complaint continues to lump them all together. [Am. Compl. ¶¶ 104–07 (alleging that 
there is specific personal jurisdiction because DeLaval Inc. “acted as the agent of DLI, 
DHAB, DHBV, and TLI in the United States”).] Such diffuse pleading fails to identify 

the precise conduct of DeLaval Inc. that Plaintiffs intend to attribute to each of the other 
Defendants for purposes of exercising personal jurisdiction under an agency theory, and 
such specificity is required. As a result, Plaintiffs’ agency theory is essentially premised 
on the same alleged control and domination of DeLaval Inc.’s day-to-day operations as 
their alter-ego theory. However, the Court has found that Plaintiffs fail to establish a 
prima  facie  showing  of  control  and  domination.  They  cannot  bring  the  foreign 
Defendants within the Court’s personal jurisdiction simply by giving their broad alter-ego 

theory an “agency” label.                                                 
To the extent Plaintiffs focus on any one of the Foreign DeLaval Entities at all, it 
is DLI. Plaintiffs assert that DLI (1) exercised control over DeLaval Inc.’s “drafting, 
design, and distribution of marketing materials” for use in the V300 marketing campaign 
in the United Staes [Am. Compl. ¶ 100; Dkt. 231 at 38.]; and (2) dictated DeLaval Inc.’s 

sales, marketing, and distribution of the V300s through a distribution agreement the two 
companies entered,12 [Am. Compl. ¶¶ 105–06; Dkt. 231 at 38–40].           
The Court finds these allegations are not enough to establish an agency-based 
personal jurisdiction over DLI. The allegations in the Amended Complaint regarding 
DLI’s purported control over DeLaval Inc.’s marketing are generally conclusory and 

therefore do not reasonably support an inference that DeLaval Inc. was simply acting as 
DLI’s its agent. As explored above, this is not a case where the allegations and evidence 
suggest that DeLaval Inc.’s day-to-day activities were, in fact, controlled or directed by 
DLI or the other foreign Defendants. Moreover, the Amended Complaint alleges in detail 


12 There is, indeed, evidence that DLI has a distribution agreement with DeLaval Inc. 
through which it sells equipment to DeLaval Inc. “for the further sales to the United States 
market by DeLaval Inc., through independent distributors or other channels as DeLaval Inc. may 
assign.” [Dkt. 164 ¶ 4.] However, Plaintiffs cite no authority for the proposition that the mere 
existence  of  a  distribution  agreement  between  two  companies  within  a  corporate  family 
sufficiently demonstrates that one acted as the other’s agent for purposes of exercising specific 
personal jurisdiction.                                                    
how DeLaval Inc.’s own employees or agents were involved in the sale of the V300 
robots to the Plaintiffs, but there are no facts alleged indicating how DLI (or any of the 
other Defendants) directed or instigated their conduct. [Am. Compl. ¶¶ 195–256; see also 

Dkt. 164 ¶ 9 (explaining that the individual with whom Triple S transacted was never a 
DLI  employee  or  agent).]  Moreover,  Defendants  have  provided  unrebutted  evidence 
indicating that marketing materials developed outside of the United States were modified 
and adapted for U.S. markets by DeLaval Inc. [Dkt. 215-3 at 3–5.] For example, during a 
30(b)(6) deposition of DeLaval Inc. from the Bishop litigation, the company’s designated 

witness, Francisco Rodriguez, testified that after receiving marketing materials from a 
location  outside  the  United  States,  when  the  “tool”  “arrived  into  each  country,  the 
solution manager would be responsible for updating it and making it relevant and revised 
for the local market, as every local market has its own regulations and so on.” [Dkt. 217-
1 at 6.] Although this reality demonstrates corporate coordination, these facts do not 

show that DeLaval Inc. was simply acting at the direction or on behalf of DLI when it 
marketed V300 robots in the United States and in Minnesota.               
C. Conspiracy Theory                                                 
Plaintiffs allege that the Foreign DeLaval Entities and Tetra Laval are subject to 
personal jurisdiction in Minnesota under the conspiracy theory of jurisdiction. In their 

Amended  Complaint,  Plaintiffs  allege  that,  through  the  DeLaval  Group,  Group 
Management, Group Board, and the corporate polices, all Defendants “were involved in 
the creation, review, and/or approval of the content of the sales and marketing materials 
for V300—including the alleged fraudulent statements or omissions—particularly those 
published on their shared website and Internet presences and through the use of their 
shared marketing materials.” [Am. Compl. ¶ 97.] They assert that “in the alternative, to 
the extent any Defendant is not an alter ego, each agreed to take part or participate in and 

did participate in a conspiracy to commit the causes of action alleged herein.” [Am. 
Compl. ¶ 97.] In addition, Plaintiffs allege that “all Defendants should be held liable as 
alter egos, agents, or co-conspirators of DeLaval Inc.” [Am. Compl. ¶¶ 318, 325, 332, 
341, 353, 359, 375, 382, 390, 397, 405, 413.]                             
In Minnesota, courts may assert personal jurisdiction over conspirators who might 

not otherwise be subject to it. Yellow Brick Rd., LLC v. Childs, 

 
(D. Minn. 2014). “Conspiracy-based personal jurisdiction requires a showing that (1) a 
conspiracy  existed,  (2)  the  non-resident  defendant  participated  in  or  joined  the 
conspiracy, and (3) an overt act was taken in furtherance of the conspiracy within the 
forum’s borders.” 

                                                     

The Court finds that Plaintiffs have failed to sufficiently allege the existence of a 
conspiracy or that any of the non-resident defendants participated in or joined such a 
conspiracy.  The  paragraphs  in  the  Amended  Complaint  that  specifically  mention  a 
conspiracy are entirely conclusory, and they rely solely on the same allegations Plaintiffs 
insist establish that DeLaval Inc. is the alter-ego of all other DeLaval entities. However, 

the  Plaintiffs  do  not  explain  how  allegations  that  purportedly  show  the  various 
Defendants  are  mere  façades  for  one  another  also  demonstrate  the  existence  of  a 
conspiracy between them. They do not allege facts showing any meeting of the minds 
between  the  various  Defendants.  Instead,  they  simply  attribute  all  alleged 
misrepresentations  in  the  marketing  and  promotion  of  the  V300s  to  each  and  every 
DeLaval entity through the theory that their corporate separateness is a sham to avoid 
liability. Nevertheless, Plaintiffs argue that they have met the requisite threshold for 

pleading a conspiracy theory of jurisdiction because “each Defendant was aware of and 
participated in the alleged fraudulent sale of the V300 to Plaintiffs, which were for their 
collective  benefit.”  [Dkt.  231  at  49  (citing  Am.  Compl.  ¶¶ 83,  68,  63,  112).]  The 
allegations in these paragraphs reinforce the Court’s conclusion that Plaintiffs are simply 
repackaging  their  alter-ego  theory  with  a  “conspiracy”  label.  And  they  point  to  no 

authority that has found conspiracy-jurisdiction proper in a case even remotely similar to 
this.                                                                     
D. Minimum Contacts of DLI                                           
Even aside from the above theories for establishing jurisdiction over the foreign 
Defendants, Plaintiffs assert that they have made the requisite prima facie showing of 

personal jurisdiction over DLI (DeLaval International AB) specifically under a traditional 
minimum-contacts analysis. First, Plaintiffs and DLI appear to disagree over whether the 
Court should evaluate DLI’s alleged minimum contacts with Minnesota or Missouri. In 
its original motion to dismiss, DLI argued that Plaintiffs failed to allege any contacts 
between  DLI  and  Minnesota  so  that  this  Court  could  not  exercise  either  general  or 

specific jurisdiction. [Dkt. 163 at 4–5.] However, DLI later argued that any of the alleged 
contacts  with  Minnesota  are  irrelevant  because  this  case  was  originally  filed  in  the 
Western District of Missouri and transferred to the District of Minnesota, so that “the 
question is whether DLI had sufficient personal contacts with the state of Missouri.” 
[Dkt. 213 at 11 & n.6.] DLI cites no authority for that proposition, and the Foreign 
DeLaval Entities do not address this issue at all in their reply brief. [Dkt. 241.] 
On the other hand, Plaintiffs argue that the Court should evaluate whether DLI has 

sufficient minimum contacts with Minnesota. However, Plaintiffs cite no post-transfer 
cases addressing which forum the transferee court must consider when assessing personal 
jurisdiction over defendants who had not yet been served with or who had not yet filed a 
responsive pleading at the time of a transfer pursuant to 

(a). [Dkt. 231 at 
41–42.]13                                                                 

DLI is correct that where, as here, a diversity case is filed in a federal district court 
in one state and transferred to a district court in another state for the convenience of the 
parties and witnesses under 

(a), “the transferee court applies the choice-
of-law rules of the state in which the transferor court sits.” Club Vista Fin. Servs., LLC v. 
Maslon,  Edelman,  Borman  &  Brand,  LLC,  No.  10-cv-3174  (SRN/JJG),  

, at *4 (D. Minn. Oct. 18, 2011). However, DLI points to no authority that 
suggests  this  rule  affects  the  analysis  of  a  transferee  court’s  assessment  of  personal 
jurisdiction over a defendant. Accordingly, the Court will consider whether the Plaintiffs 

13 Plaintiffs correctly note that DeLaval Inc. and West Agro represented to the transferor 
court in Missouri that they did not intend to contest personal jurisdiction, and indeed they have 
not done so here. However, to the extent Plaintiffs imply that when DeLaval Inc. and West Agro 
made such a representation, the other Defendants were precluded or judicially estopped from 
contesting personal jurisdiction in this District, the Court disagrees. Courts generally apply such 
estoppel only when a party requests a transfer in one court under § 1404(a), and then after 
obtaining that transfer, the same party argues that the transferee court lacks personal jurisdiction 
over it. E.g., Kreshner v. Komatsu Ltd., 

, at *1–2 (W.D. Pa. Mar. 26, 2019) 
(finding that parent corporation that joined in request for transfer pursuant to § 1404(a) without 
suggesting there was any challenge to personal jurisdiction in transferee forum was judicially 
estopped from arguing that transferee court lacked personal jurisdiction). 
have adequately alleged sufficient minimum contacts between DLI and Minnesota and 
whether  Plaintiffs’  causes  of  action  arise  out  of  or  relate  to  DLI’s  activities  within 
Minnesota.                                                                

Plaintiffs allege that DLI designed the V300 for the United States market and 
sought FDA approval for a protocol for preparing dairy cows to be milked by a voluntary 
milking system known as the “Teat Preparation Protocol.” They note that DLI admitted 
the existence of a distribution agreement between itself and DeLaval Inc. through which 
DeLaval  Inc.  sells  DLI-manufactured  equipment  to  every  state  in  the  United  States. 

Further, Plaintiffs allege that DLI targeted Minnesota, and every other state where V300s 
were sold, with marketing materials, including those seen and considered by the Plaintiffs 
in this case. DLI allegedly incorporated false representations into marketing materials 
distributed throughout the United States, which each of the Plaintiffs relied on to their 
detriment in purchasing a V300. These marketing materials included an FDA approval 

memorandum  provided  to  each  V300  purchaser,  meaning  it  was  distributed  into 
Minnesota  and  each  state  in  which  the  V300  was  sold.  DLI  allegedly  specifically 
contacted  V300  purchasers  across  the  United  States  to  service  V300  robots  and 
performed  ongoing  maintenance  and  service  through  remote  access  and  direct 
consultations  with  service  providers  throughout  the  United  States.  DLI  has  seven 

authorized  dealers  in  Minnesota.  Finally,  Plaintiffs  allege  that  DLI  acted  through 
DeLaval Inc. as its sales agent in providing in-person marketing and sales pitches on 
farms in Minnesota.                                                       
Having reviewed the Amended Complaint and considered DLI’s arguments, which 
were admittedly directed at the sufficiency of contacts with Missouri [Dkt. 213 at 11–14], 
the Court finds that it cannot resolve the issue of whether there is personal jurisdiction 

over DLI based on its own contacts with Minnesota on a motion to dismiss.14 The record 
before the Court raises questions about, but does not clearly resolve, whether DLI itself 
has sufficient contacts with Minnesota, so limited jurisdictional discovery addressed to 
this question will be permitted. The parties are encouraged to meet and confer regarding 
appropriate limits to such discovery and to attempt to resolve any disagreements without 

the need for further court involvement.15 And in the meantime, the Court denies DLI’s 
motion to dismiss for lack of personal jurisdiction, in part, without prejudice, though it 
can be renewed at an appropriate time.                                    
E. Conclusion                                                        
Based on the foregoing, the Court finds that it lacks personal jurisdiction over 

Defendants DeLaval Holding BV; DeLaval Holding AB; and Tetra Laval International 
SA. Accordingly, the  Court will grant their motions to dismiss for lack of personal 

14 The task of resolving the motion to dismiss is made more difficult by the fact that DLI 
did not address the issue of its alleged contacts with Minnesota in the Foreign DeLaval Entities’ 
reply memorandum. [Dkt. 241.] And neither party has cited apposite authority indicating after a 
diversity case is transferred pursuant to 

(a), the transferee court addressing a 
newly served defendant considers whether there would be specific personal jurisdiction over that 
defendant in the transferor forum. The choice-of-law cases cited by DLI do not clearly stand for 
such a proposition, but should the parties find authority to that effect, if the personal jurisdiction 
issue is raised again, the Court expects the parties to adequately brief this underlying issue. 
15 Any disputes regarding such limited jurisdictional discovery that cannot be resolved 
through the parties’ own efforts at compromise should be presented to United States Magistrate 
Judge David T. Schultz.                                                   
jurisdiction and dismiss them from this suit. Because the dismissal is on jurisdictional 
grounds, it shall be without prejudice.                                   
With  respect  to  Defendant  DeLaval  International  AB,  the  Court  finds  that 

Plaintiffs have not met their burden to show that the Court has personal jurisdiction over 
it under either an alter-ego theory, agency-theory, or conspiracy-theory. However, the 
Foreign DeLaval Entities’ motion to dismiss is denied in part to the extent that a dispute 
exists with respect to whether Defendant DeLaval International AB maintains minimum 
contacts with the State of Minnesota sufficient to exercise personal jurisdiction directly. 

The Court will therefore allow for jurisdictional discovery on this issue. 
IV.  Failure to State a Claim                                             
Defendants also filed motions to dismiss for failure to state a claim. Because the 
Court has found that it lacks personal jurisdiction over DHBV, DHAB, and TLI, it need 
not  address  whether  the  Amended  Complaint  states  a  claim  as  to  any  of  those 

Defendants. However, the Court has not found that DLI should be dismissed for lack of 
personal jurisdiction at this time. In their motion, the Foreign DeLaval Entities argue 
simply  that  dismissal  of  Plaintiffs’  claims  against  them  “under  Rule  12(b)(6)  is 
appropriate because those claims can survive only if their jurisdictional allegations are 
sufficient, and they are not for the reasons already stated.” [Dkt. 213.] Based on the 

Court’s review of the Amended Complaint, Plaintiffs have alleged more with respect to 
DLI than its involvement as part of an amorphous alter-ego theory. Plaintiffs specifically 
allege DLI’s involvement in the marketing of the V300 and alleged responsibility for 
several  misrepresentations  on  which  Plaintiffs  detrimentally  relied  in  purchasing  the 
robots. Given that reality, the Court will not dismiss the claims against DLI for failure to 
state a claim.                                                            
West Agro has also renewed its previously filed motion to dismiss,16 and raises the 

following  three  arguments.  First,  West  Agro  argues  that  the  Amended  Complaint 
continues to suffer from the same flaw as the original pleading, lumping West Agro 
together with all Defendants and failing to state what conduct, specifically, West Agro 
engaged in that should subject it to liability. Second, West Agro contends that as a wholly 
owned subsidiary of DeLaval Inc., it cannot be subjected to liability for DeLaval Inc.’s 

actions under an alter-ego theory. And third, West Agro argues that Plaintiffs fraudulent 
inducement  and  fraudulent  concealment  claims  fail  because  they  fail  to  meet  the 
heightened pleading requirements of Fed. R. Civ. P. 9(b).                 
Based on the Court’s review of the Amended Complaint, West Agro’s motion, and 
the Plaintiffs’ response, the Court will not dismiss the claims against West Agro for 

failure to state a claim. The Court finds that the Amended Complaint does not suffer from 
the same problems of lumping with respect to West Agro that were present in the original 
complaint, and it will not dismiss Plaintiffs’ claim against West Agro on that basis. 
Further, the Court is skeptical of whether West Agro may ultimately be subject to any 
liability based on any assertion that that it is the alter-ego of DeLaval Inc. However, West 

16 The Court previously found that like DeLaval Inc., West Agro was not a party to the 
contract through which Triple S purchased its V300, and therefore, Plaintiffs failed to state a 
claim for breach of contract against both DeLaval Inc. and West Agro. [Dkt. 189 at 27.] The 
Court understands that in filing their Amended Complaint, Plaintiffs have alleged those breach-
of-contract claims not for the purpose of seeking reconsideration of the Court’s prior Order, but 
to preserve the issue.                                                    
Agro did not cite legal authority to support its argument that it cannot be subject to 
liability on a veil-piercing theory solely because it is DeLaval Inc.’s subsidiary, and 
Plaintiffs have pointed to some authority to suggest that such “reverse veil piercing” can 

be appropriate in certain cases. [Dkt. 39 at 7–8 (citing 18 C.J.S. Corporations § 28; Hibbs 
v. Berger, 

 (Mo. Ct. App. 2014); In re Patters Co., Inc., 

  (Bankr.  D.  Minn.  2016)).]  Therefore,  Court  declines  to  consider  this 
undeveloped argument.17                                                   
Finally, with respect to West Agro’s argument that Plaintiffs fail to adequately 

plead their fraud-based claims, the Court finds otherwise for the same reasons articulated 
in Kruger v. Lely North America, Inc., 

, 1293 (D. Minn. 2021) 
(“When  multiple  defendants  are  members  of  the  same  corporate  family,  are  wholly 
owned subsidiaries, and share counsel, the defendants should be able to sort out amongst 
themselves who is responsible for the allegedly fraudulent behavior.”). Specifically, as in 

Kruger, the Plaintiffs here provide adequately specific facts to establish the “‘who, what, 
when, where, and how’ of the alleged fraud.” 

 at 1292 (quoting E-Shops Corp. v. U.S. 
Bank Nat’l Ass’n, 

 (8th Cir. 2012)). The Plaintiffs here raise specific 
allegations about the fraudulent actions taken by the various Defendants, including West 
Agro, to put them “on notice of the allegations” against them. Id. at 1293. Of note, West 

Agro allegedly knew about significant defects in the V300 system, had superior access to 

17 The Court notes that in the context of a Rule 12(b)(6) motion, it is not permitted to 
consider materials outside of the pleadings like those that the Court has taken into consideration 
in the context of the personal jurisdiction motions under Rule 12(b)(2).  
information about those defects than any of the Plaintiffs, knew that information about 
those defects would be material to purchasers of the V300, and failed to disclose that 
information. [See Am. Compl. ¶¶ 143–65, 166–94, 361–75, 384–90.] Accordingly, the 

motion to dismiss for failure to state a claim is denied.                 
V.   Order                                                                
Based on the discussion above, IT IS HEREBY ORDERED THAT:            
1.  DeLaval International AB, DeLaval Holding BV, DeLaval Holding AB, and 
  West Agro, Inc.’s Motion to Dismiss First Amended Complaint [Dkt. 210] is 

  GRANTED IN PART and DENIED IN PART as stated in this Order.        
     a.   DeLaval Holding BV and DeLaval Holding AB are dismissed from this 
       suit without prejudice for lack of personal jurisdiction.     
     b.  The motion to dismiss for lack of personal jurisdiction is denied without 
       prejudice  with  respect  to  DeLaval  International  AB.  Limited 

       jurisdictional discovery is permitted as stated in this Order. 
     c.  The motion is denied to the extent it seeks dismissal on grounds of 
       failure to state a claim for relief pursuant to Fed. R. Civ. P. 12(b)(6). 
2.  Defendant  Tetra  Laval  International  SA’s  Motion  to  Dismiss  for  Lack  of 
  Jurisdiction [Dkt. 218] is GRANTED. Defendant Tetra Laval International SA 

  is dismissed from this suit without prejudice for lack of personal jurisdiction. 
Date: March 27, 2024                                                      
                                s/Katherine Menendez                 
                              Katherine Menendez                     
                              United States District Judge