Hilani v. Greek Orthodox Archdiocese
Hilani v. Greek Orthodox Archdiocese
Opinion of the Court
Before the Court is Defendant the Greek Orthodox Archdiocese of America’s Motion to Dismiss for Lack of Personal Jurisdiction (D.E. # 15) filed on January 20, 2012. By agreement of the parties, the Court granted Plaintiff Gianni Hilani limited discovery on the jurisdictional issue raised in Defendant’s Motion to Dismiss, and Plaintiff has filed a response in opposition to the Motion (D.E. #25). For its part Defendant has filed a reply brief. For the reasons set forth below, the Motion to Dismiss is GRANTED.
BACKGROUND
Plaintiffs Complaint alleges that Defendant owns a youth summer camp known as Ionian Village in Elias, Greece. (Compl. ¶¶ 5, 6.) In May 2009, the parties entered into an agreement where Plaintiff was hired to provide architectural and construction services at the summer camp for the purpose of the renovating the facility. (Id. ¶ 6.) Defendant agreed to pay Plaintiff a sum in the amount of 235,715.20. (Id.) Construction began on May 15, 2009, and was completed July 30, 2009. (Id. ¶ 10.)
In its Motion to Dismiss, Defendant argues that this Court lacks jurisdiction because Defendant is not located in Tennessee, no acts or omissions at issue occurred in Tennessee, and Defendant has no continuous and systematic contacts with Tennessee. Defendant argues that as a religious organization it was incorporated under the laws of the state of New York in 1921. Defendant has no operations in the state of Tennessee. As the Orthodox Church is a collection of “self-governing” churches, each local church is administratively independent. The Greek Orthodox Archdiocese of America consists of an Archdiocesan district of New York and eight regions referred to as “Metropolises” based in New Jersey, Chicago, Atlanta, Detroit, San Francisco, Boston, Pittsburgh, and Denver. Annunciation Church in Memphis is located within the Detroit Metropolis. The Archdiocese is governed by a panel of eight Bishops, one from each metropolis. The Archdiocese of New York and the eight Metropolises are further subdivided into 540 church parishes. Each parish is separately incorporated, and there are five separately incorporated Greek Orthodox, including Annunciation Church, registered as active corporations in the state of Tennessee. Based on this organizational pattern of the Greek Orthodox Church, Defendant denies that it owns or operates Annunciation Church in Memphis. What is more, Defendant owns no property in Tennessee, does not participate in any commercial activities in Tennessee, maintains no offices or employees in Tennessee, and holds no bank accounts in Tennessee. Defendant does admit that it owns and operates the Ionian Village in Elias, Greece.
Plaintiff has filed a response in opposition based on Defendant’s answers to written discovery and depositions taken on the limited subject of Defendant’s contact with the state of Tennessee. Plaintiff begins by reviewing the allegations of the Complaint and the jurisdictional facts Defendant cites in its memorandum. Plaintiff then asserts the following additional facts. Local parishes of the Greek Orthodox Church are chartered under the authority of the Archdiocese and bound to follow the charter, the regulations and the encyclicals of the Archdiocese. Failure to do so may result in the revocation of the local parish’s charter or in Defendant assuming administration of the local parish until “canonical order” is restored. Should the Archbishop determine that canonical order cannot be restored, all title in the property of the local parish shall vest in Defendant. Annunciation Church has adopted by-laws to govern its parish and made the by-laws by the authority of Defendant. With respect to staffing, each parish priest for a local Greek Orthodox congregation is appointed by the Metropolis for that parish. The Archdiocese also establishes the minimum standards for parish priests in personnel matters such as benefits and certain forms of compensation. Each parish is required to make financial reports to its Metropolis. Local parishes such as Annunciation Church are required to send monthly payments to the Archdiocese. As for the disposition of property, any sale, purchase, lease, or encumbrance on the real property of a parish church such as Annunciation Church in Memphis must be approved by the Metropolis.
Plaintiff also cites evidence that in 2006, Defendant held its annual clergy-laity congress in Nashville, Tennessee. Approximately 1,381 people attended the four-day event, and at least 696 paid the Archdiocese a fee of $500 per person to attend. Exhibitors at the conference paid Defendant $1,500 each for booth space at the event. In all Defendant spent about $1 million dollars in Nashville to hold its annual congress there.
In his legal argument on the jurisdictional question, Plaintiff concedes that specific personal jurisdiction does not exist in this case. But Plaintiff maintains that this Court has general personal jurisdiction over Defendant. Plaintiff argues that Defendant “totally controls” the activities of
In its reply, Defendant argues that Plaintiff has “vastly overstated” Defendant’s role in the affairs of the local parishes. Defendant characterizes the relationship between the Archdiocese and each parish as purely ecclesiastical. Defendant reiterates that it has none of the typical contacts that would support general personal jurisdiction in this Court. Rather, Plaintiff has cited only hypothetical ways in which the Archdiocese may come to exercise direct control over parish property and affairs. Specifically, Defendant may become directly involved in parish affairs only in cases of “heresy, schism, or defection from the Archdiocese.” Importantly, Plaintiff has failed to show that Defendant has ever had to exercise such authority in any parish located in the forum state. Defendant also argues that ecclesiastical direction through religious regulations should not be parsed to find personal jurisdiction. The proof shows that Defendant’s only local contact is through its website. However, Defendant contends that its website does not directly target Tennessee residents and cannot establish the type of contacts required for general personal jurisdiction. Likewise, the fact that Defendant held one annual congress in Tennessee is insufficient to establish general personal jurisdiction. Defendant asserts that the congress was a one-time event and that it did not make a profit from the event, showing that the congress was not a continuous and systematic contact with the forum. Defendant responds to Plaintiffs single enterprise theory by arguing that Plaintiff must show Defendant’s complete control over Annunciation Church to such a degree that the local parish is “nothing more than an instrumentality, agency, conduit, or adjunct of the parent corporation.”
When a party challenges personal jurisdiction pursuant to Rule 12(b)(2), a plaintiff bears the burden of establishing the existence of jurisdiction.
In the event the district court reaches the jurisdictional issue on the basis of affidavits and limited discovery alone, the burden on the plaintiff is “relatively slight.”
ANALYSIS
Personal jurisdiction over a nonresident defendant arises from “certain minimum contacts with [the forum] such that maintenance of the suit does not offend ‘traditional notions of fair play and substantial justice.’ ”
First, the law of the forum state determines “whether personal jurisdiction exists, subject to constitutional limitations.”
The Court holds that its exercise of personal jurisdiction over Defendant would be inconsistent with the due process requirements of the Constitution. “Depending on the type of minimum contacts in a case, personal jurisdiction can either be specific or general.”
Viewing the evidence before the Court in the light most favorable to Plaintiff, the Court finds that general personal jurisdiction does not exist as to the Archdiocese. Nothing in the record before the Court could be construed as Defendant’s continuous and systematic contacts with the state of Tennessee. Plaintiff has not shown that any of the typical forms of contact for establishing general personal jurisdiction are present in this case. Defendant owns no property and holds no assets in this forum and maintains no offices or staff here and has no other contacts that might establish its “pervasive” activities in the state of Tennessee. In
Plaintiffs primary argument is the contention that Defendant and Annunciation Church are a “single enterprise” or “unitary business” in which Defendant “exert[s] unilateral, dictatorial control over nearly every aspect of’ the local church’s affairs.
Under Tennessee law, there is a presumption that parent and subsidiary corporations are separate and distinct legal entities.
Applying these principles of Tennessee law to the facts presented in this case, the Court holds that Plaintiff has not carried his burden to show that Annunciation Church or any of the parish churches located in Tennessee is simply the alter ego of the Archdiocese. Plaintiff has not proven that Annunciation Church is a sham or dummy corporation or that the local church and the Archdiocese are identical and indistinguishable. Rather, Plaintiff relies heavily on the fact that the Archdiocese promulgates regulations and other rules for all local parishes and has the authority to intervene in the affairs of the local churches. Plaintiff then has attempted to show that Annunciation Church is merely an instrumentality, agent, conduit, or adjunct of the Archdiocese. The Court holds that Defendant’s ecclesiastical regulations do not establish that Defendant has complete control over the day-to-day affairs or operations of Annunciation Church or any other of its “subsidiaries.” There is no evidence that Defendant approves every decision much less directs every action of the local parish church from its headquarters in New York. At most, the regulations prove that Annunciation Church
It is true that under the ecclesiastical regulations, the property and administration of Annunciation Church could theoretically end up under the control of Defendant but only after certain conditions come into existence. This evidence only underscores the undisputed fact that Defendant does not hold any property or assets in Tennessee and has at best a conditional custodial interest in the property of Annunciation Church. Defendant’s conditional interest would become actual ownership and vest at some future point in time only if Annunciation Church is found to be in heresy, schism, or defection from the Archdiocese. There is no evidence, however, that Defendant’s future interest is anything other than hypothetical. For example, Plaintiff has not shown that Annunciation Church has become involved in heresy, schism, or defection from the Archdiocese, conditions which could result in the local parish property ending up in the hands of Defendant at any time. Because the Sixth Circuit has held that the mere presence of property (that is, an actual, vested property interest) does not support general personal jurisdiction,
Plaintiff has also adduced evidence that Defendant held an annual congress in Nashville more than five years ago. The Court holds that this single contact is not so pervasive that it “would approximate physical presence within the state, and certainly not the kind[ ] of contacte] that [Defendant] could reasonably anticipate engendering litigation unrelated to his presence in [the forum state].”
Finally, Plaintiff has requested in the alternative that the Court transfer this case either to the Middle District of Tennessee or the Southern District of New York. Pursuant to 28 U.S.C. § 1631, a district court “shall, if it is in the interest of justice, transfer” an action to any court where it could have been brought at the time it was filed, if the district court finds it lacks jurisdiction.
IT IS SO ORDERED.
. The Complaint also alleges that the parties entered into a revised contract on July 23, 2009, for additional work at the summer camp. (Compl. ¶¶ 7, 8.)
. Pl.'s Resp. in Opp’n 17 (D.E. # 25).
. Id. at 22.
. Def.’s Reply 13 (D.E. # 28).
. Serras v. First Tenn. Bank Nat’l Ass’n, 875 F.2d 1212, 1214 (6th Cir. 1989).
. Theunissen v. Matthews, 935 F.2d 1454, 1458 (6th Cir. 1991).
. Intera Corp. v. Henderson, 428 F.3d 605, 614 n. 7 (6th Cir. 2005).
. Def.’s Mot. to Dismiss, Dimitriou Decl. (D.E. # 15-2).
. Conti v. Pneumatic Prods. Corp., 977 F.2d 978, 980 (6th Cir. 1992).
. Am. Greetings Corp. v. Cohn, 839 F.2d 1164, 1169 (6th Cir. 1988); Data Disc, Inc. v. Sys. Tech. Assoc., Inc., 557 F.2d 1280 (9th Cir. 1977) ("If the court determines that it will receive only affidavits or affidavits plus discovery materials, these very limitations dictate that a plaintiff must make only a prima facie showing of jurisdictional facts through the submitted materials in order to avoid a defendant's motion to dismiss.”).
. Cohn, 839 F.2d at 1169.
. PT Pukuafu Indah v. U.S. Sec. & Exch. Comm’n, 661 F.3d 914, 920 (6th Cir. 2011).
. Int’l Shoe Co. v. Washington, 326 U.S. 310, 316, 66 S.Ct. 154, 90 L.Ed. 95 (1945) (quoting Milliken v. Meyer, 311 U.S. 457, 463, 61 S.Ct 339, 85 L.Ed. 278 (1940)).
. CompuServe, Inc. v. Patterson, 89 F.3d 1257, 1262 (6th Cir. 1996).
. Id.
. Calphalon Corp. v. Rowlette, 228 F.3d 718, 721 (6th Cir. 2000).
. Id. (citing Tenn.Code Ann. § 20-2-214(a)(1), (2), (3), & (5)).
. Id. (citing Payne v. Motorists’ Mut. Ins. Cos., 4 F.3d 452, 455 (6th Cir. 1993)).
. Id.
. Air Prods, and Controls, Inc. v. Safetech Intern., Inc., 503 F.3d 544, 549-50 (6th Cir. 2007) (citing Reynolds v. Int’l Amateur Athletic Fed’n, 23 F.3d 1110, 1116 (6th Cir. 1994)).
. Intera Corp., 428 F.3d at 615 (citing Bird v. Parsons, 289 F.3d 865, 873 (6th Cir. 2002)).
. Conn v. Zakharov, 667 F.3d 705, 718 (6th Cir. 2012) (citing 4 Charles Allen Wright & Arthur R. Miller, Federal Practice & Procedure § 1067.5, at 520 (3d ed. 2002) (other citations omitted)).
. Defendant argues that the Court should "avoid the dangerous game of parsing ecclesiastical regulations to determine the civil rights of litigants.” Def.’s Reply 5. Were this action concerned with a matter of intrachurch polity, Defendant’s argument would be well-taken. Gen. Council on Fin. & Adminis. of United Methodist Church v. Super. Ct. of Calif, San Diego Cnty., 439 U.S. 1355, 1372, 99 S.Ct. 35, 58 L.Ed.2d 63 (1978). However, this case presents a purely secular dispute between a third party and a religious organization. Id. at 1373, 99 S.Ct. 35. Therefore, the Court finds no danger in considering the rules and regulations of the Archdiocese to determine what degree of control Defendant exerts in this forum.
. Gordon v. Greenview Hosp., Inc., 300 S.W.3d 635, 651-52 (Tenn. 2009) (citing Doe v. Unocal Corp., 248 F.3d 915, 926 (9th Cir. 2001)).
. Pl.’s Resp. in Opp'n 17.
. The Tennessee Supreme Court has referred to the "enterprise test” as one of four possible tests for determining “whether the parent corporation so dominated the subsidiary corporation as to negate its separate personality” as a basis for personal jurisdiction. Gordon, 300 S.W.3d at 653 n. 14 (citation, internal quotation marks and parentheses omitted).
. Estate of Thomson ex rel. Estate of Rakestraw v. Toyota Motor Corp. Worldwide, 545 F.3d 357, 362-63 (6th Cir. 2008) (collecting cases). See also Gordon, 300 S.W.3d at 651-52 (analyzing whether personal jurisdiction existed over subsidiary because of presence and activities of parent corporation in Tennessee).
. Toyota Motor Corp., 545 F.3d at 362-63; Indah, 661 F.3d at 921 (citation omitted).
. Gordon, 300 S.W.3d at 651.
. Id. (citing Int’l Shoe, 326 U.S. at 320, 66 S.Ct. 154) (other citation omitted).
. Id. at 652 (citations omitted).
. Id. at 653.
. Pl.’s Resp. in Opp’n 12 ("The Annunciation Church, by publishing its by-laws pursuant to the Regulations of the Archdiocese, appears to be acting as the agent of the Archdiocese.”).
. Gordon, 300 S.W.3d at 653 (citing Elec. Power Bd. of Chattanooga v. St. Joseph Valley Structural Steel Corp., 691 S.W.2d 522, 526 (Tenn. 1985)).
. Id. (citing Mfrs. Consolidation Serv., Inc. v. Rodell, 42 S.W.3d 846, 866 (Tenn.Ct.App. 2000)).
. Id. (citing Stigall v. Wickes Mach., 801 S.W.2d 507, 511 (Tenn. 1990)).
. The fact that the Archdiocese maintains a website which is accessible in Tennessee and through which the Archdiocese accepts donations from Tennessee residents is insufficient to support general personal jurisdiction. Bird, 289 F.3d at 874 (holding that "maintain[ing] a website that is accessible to anyone over the Internet is insufficient to justify general jurisdiction”).
. Conn, 667 F.3d at 719.
. Id. at 720.
. Accord id. at 719 ("We would not hold that a person's annual travel to Ohio for a week-long trade-show is enough to subject her to the general jurisdiction of the state....”).
. Int'l Shoe, 326 U.S. at 320, 66 S.Ct. 154.
. Burger King Corp. v. Rudzewicz, 471 U.S. 462, 477, 105 S.Ct. 2174, 85 L.Ed.2d 528 (1985); City of Monroe Emps. Ret. Sys. v. Bridgestone Corp., 399 F.3d 651, 666 (6th Cir. 2005).
. Conn, 667 F.3d at 721.
. 28 U.S.C. § 1631.
. Stanifer v. Braman, 564 F.3d 455, 460 (6th Cir. 2009).
Reference
- Full Case Name
- Gianni HILANI v. The GREEK ORTHODOX ARCHDIOCESE OF AMERICA
- Cited By
- 4 cases
- Status
- Published