United States District Court, D. Kansas
GCIU-EMPLOYER RETIREMENT FUND AND BOARD OF TRUSTEEES OF THE GCUI-EMPLOYER RETIREMENT FUND, Plaintiffs,
COLERIDGE FINE ARTS, et al. Defendants.
MEMORANDUM AND ORDER
F. MELGREN UNITED STATES DISTRICT JUDGE.
GCIU-Employer Retirement Fund and its Board of Trustees
(“Plaintiffs” or “the Fund”) bring
this action against two Irish companies, Coleridge Fine Arts
(“Coleridge”) and Jelniki Limited
(“Jelniki”). Plaintiffs seek to collect
withdrawal liability payments under the Employee Retirement
Income Security Act of 1974 (“ERISA”) and the
Multiemployer Pension Plan Amendments Act of 1980
(“MPPAA”). Defendants previously moved for
dismissal under Fed.R.Civ.P. 12(b)(2) asserting that the
Court lacked personal jurisdiction. The Court agreed and
dismissed the case.
appeal, the Tenth Circuit Court of Appeals agreed that it did
not appear that there was a basis for personal jurisdiction.
The circuit, however, reversed the dismissal because it found
that this Court should have allowed jurisdictional discovery.
Upon remand, the parties conducted limited discovery.
are again before the Court moving for dismissal on the basis
that the Court lacks personal jurisdiction. The Court finds
that there are insufficient minimum contacts by Defendants
and that Plaintiffs' injuries do not arise from
Defendants' contacts. Thus, the Court grants
Defendants' Motion to Dismiss for Lack of Personal
Jurisdiction (Doc. 39).
Factual and Procedural Background 
GCUI-Employer Retirement Fund is a multiemployer pension
plan. Plaintiff Board of Trustees is made up of the present
trustees who are the named fiduciaries of the Fund. The Fund
is primarily funded by contributions remitted by multiple
participating employers as a result of negotiated collective
bargaining agreements (“CBAs”).
Coleridge is a corporation domiciled in the Republic of
Ireland. Defendant Jelniki is a company domiciled in the
Republic of Ireland. Coleridge is a wholly-owned subsidiary
wholly-owned Greystone Graphics, Inc. (“Greystone), a
Kansas corporation, as of 2002. A collective bargaining
agreement (“CBA”) bound Greystone to make
contributions to Plaintiff Fund. In February 2011, Greystone
ceased doing business and is now a defunct corporation. Its
cessation of business effectuated a complete withdrawal from
April 15, 2013, a default judgment was entered by the United
States District Court in the Central District of California
against Greystone, JDV, Co.,  Greystone Investment Company, and
Coleridge Design and Imaging, Inc., in the amount of $4, 454,
092.02 in withdrawal liability.
2014, Plaintiffs filed suit against Coleridge and Jelniki
asserting that they were affiliated with Greystone and
Coleridge Design and Imaging, Inc., and were liable for the
withdrawal liability. Defendants filed a Motion to Dismiss
(Doc. 39) asserting that the Court lacked personal
jurisdiction over the foreign defendants. Defendants
submitted an affidavit to the Court in which Eugene Reynolds,
director and shareholder of Coleridge, averred that
Defendants Coleridge and Jelniki never had direct control
over the daily affairs of Greystone. Defendants had separate
budgets, payroll, and business records from Greystone.
Defendants did not have the authority to make business
decisions related to Greystone and did not conduct business
on behalf of Greystone. Similarly, Greystone did not conduct
business on behalf of Defendants. The Court agreed that there
was no personal jurisdiction over Coleridge and Jelniki and
dismissed the case.
appeal to the Tenth Circuit Court of Appeals, the circuit
found that the record “[fail[ed] to show that either
Coleridge or Jelniki had sufficient minimum contacts with the
forum to permit the federal courts to exercise specific
personal jurisdiction.” The Tenth Circuit, however, found
that this Court abused its discretion when it did not permit
Plaintiff to conduct further discovery on the personal
jurisdiction issue. The circuit remanded the case directing
the Court to permit jurisdictional discovery on the
“question of whether Coleridge and Jelniki, either
directly or through their owners, directors, or agents, were
involved in the day-to-day management of
parties conducted discovery and the following facts come from
this additional discovery. Kevin Walsh is an owner and member
of the Board of Directors of Coleridge and Jelniki. Walsh has
served on Coleridge's Board of Directors for thirty
years. He also served as Coleridge's Managing Director.
Walsh was deposed, he testified that he visited
Greystone's facility in Kansas City approximately four
times between 1998 and 2005. He did not visit Kansas City
after 2005. Walsh testified that Coleridge paid for his
travel to Kansas City, and that he made those trips on behalf
stated that he would communicate with Greystone's General
Manager (“GM”) James Lloyd via phone and
electronic mail. When visiting Greystone on the approximate
four occasions,  Walsh met with Lloyd and would discuss any
concerns that Lloyd had. In addition, Walsh would meet with
other Greystone employees. Walsh stated that he had no
involvement in the day-to-day operation of Greystone and did
not have the ability to tell Lloyd how to run the company.
Lloyd was the Chief Financial Officer (“CFO”) and
General Manager of Greystone. Lloyd was also on
Greystone's Board of Directors. He was not on
Coleridge's or Jelniki's board, and he did not
receive any renumeration from Coleridge or Jelniki.
Lloyd was responsible for the accounting and books. As GM,
Lloyd was responsible for leading a management team and
making decisions related to Greystone's production and
marketing. Lloyd set the financial goals for Greystone. Walsh
could ask questions about the projections, but he did not
offer advice or input. Lloyd approved travel expenses,
equipment purchases, and day-to-day business expenses. He did
not need approval from anyone to make decisions.
testified that Greystone sent supplies to Coleridge three or
four times. The supplies were purchased by Greystone in the
United States. Lloyd did not know if Coleridge reimbursed
did not own its facility in Kansas City. It leased it from
Greystone Investment Company. JDV Co. owned Greystone
Investment Company. JDV is a wholly owned subsidiary of
and Walsh testified that, in 2000, Coleridge provided a loan
to Greystone in the amount of $250, 000. Lloyd made the
request for a loan to Eugene Reynolds, another owner and
member of the Board of Directors of Coleridge and Jelniki.
Lloyd and Reynolds discussed the terms of the loan. Reynolds
testified that JDV Co. made the loan to Greystone. There are
no loan documents. Reynolds and Walsh stated that the loan
was expected to be paid back, but Greystone was never able to
make any payments.
met with Lloyd multiple times a year during the duration of
Lloyd's employment with Greystone. Reynolds testified
that Greystone paid for his flights when he would travel to
Kansas City for business. In addition, he testified that he used
a Greystone credit card and that he stayed at an apartment
that Greystone paid for.
2007, Greystone and union employees negotiated a CBA. Lloyd
testified that Reynolds was involved in the negotiating of
the 2006/2007 CBA in an advisory capacity. Lloyd also stated
that he discussed with Reynolds withdrawal liability during
the 2006/2007 negotiations. Lloyd had the ultimate authority
to approve a union contract.
is a one-page agreement, dated March 15, 2007, signed by
Reynolds and several members of the union. In this agreement,
it states that “Greystone and Local 16-C have agreed to
a meeting between the Union's committee and Eugene
Reynolds to give the Union the opportunity to communicate
their concerns directly to the owner. The undersigned agree
that this meeting is not a negotiation session and that all
comments are off the record.”
Reynolds' deposition, he was asked about this agreement.
He stated that he does not recall that the meeting ever took
place. He also stated that “off the record” meant
that it was completely unofficial and that it was not a
negotiation session. Reynolds was asked about the statement
communicating their concerns directly to the owner and
whether it was accurate that his “capacity in this
meeting was as the owner of Greystone.” He responded,
“representing the owners.”
15, 2007, a letter was sent to the union on Greystone
letterhead. Reynolds signed this letter. He stated that
someone at Greystone had drafted the letter for Reynolds to
send because communications had broken down and a strike had
either started or was imminent.
2011, when Greystone withdrew from the Fund, Reynolds was
Greystone's President and sat on its Board of Directors.
Lloyd and Reynolds were involved in the winding down of
Greystone. Reynolds, through Dollard Packaging, pays for the
storage facility in which Greystone's corporate records
are currently stored. Greystone's physical assets were