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Spencer v. Harley Davidson Inc.

United States District Court, D. Utah

March 27, 2019

KEVIN SPENCER, Plaintiff,
v.
HARLEY-DAVIDSON, INC.; HARLEY-DAVIDSON MOTOR COMPANY, INC.; DELPHI AUTOMOTIVE SYSTEMS, LLC; DELPHI AUTOMOTIVE, PLC; DELPHI AUTOMOTIVE, LLP; BWI NORTH AMERICA, INC.; and ENTITIES I-X, Defendants.

          MEMORANDUM DECISION AND ORDER GRANTING DELPHI AUTOMOTIVE SYSTEMS LLC'S MOTION FOR SUMMARY JUDGMENT

          David Nuffer, United States District Judge.

         District Judge David Nuffer Defendant Delphi Automotive Systems LLC (“DAS LLC”) has filed a motion (the “Motion”)[1] for summary judgment under Fed.R.Civ.P. 56(a) against Plaintiff Kevin Spencer. Because there is no genuine dispute as to any material fact and DAS LLC is entitled to judgment as a matter of law, the Motion is GRANTED.

         TABLE OF CONTENTS

         Undisputed material facts ................................................................................................................ 2

         Procedural history................................................................................................................ 2

         Transactional history ............................................................................................................ 3

         Discussion ........................................................................................................................................ 6

         Spencer's claims against DAS LLC fail for lack of personal jurisdiction ........................... 7

         General jurisdiction is lacking. . ............................................................................... 8

         Specific jurisdiction is lacking. . ............................................................................... 9

         Order .............................................................................................................................................. 10

         UNDISPUTED MATERIAL FACTS

         Based on the record and evidence presented, there is no genuine dispute as to any of the following material facts.

         Procedural history

         On or about April 22, 2016, Plaintiff Kevin Spencer commenced this action against Defendants Harley-Davidson Inc. and Harley-Davidson Motor Company Inc. (individually and collectively, “Harley-Davidson”)[2] in the Third Judicial District Court of the State of Utah.[3]Harley-Davidson timely removed the action to federal court on diversity grounds.[4] On April 26, 2017, Spencer filed an amended complaint naming four additional defendants: Delphi Automotive Systems LLC (“DAS LLC”), Delphi Automotive LLP (“DA LLP”), Delphi Automotive PLC (“DA PLC”), and BWI North America Inc. (“BWI”).[5]

         The amended complaint asserts five claims for relief against all defendants: (1) strict products liability, (2) negligence, (3) breach of express warranties, (4) breach of the implied warranty of merchantability, and (5) breach of the implied warranty of fitness for a particular purpose.[6] Each of these claims “arises out of a single-vehicle accident that occurred on May 13, 2014[, ] when the anti-lock brake system (‘ABS') failed . . . on a 2011 Harley-Davidson” motorcycle, which injured Spencer.[7]

         Presently, Spencer's claims against Harley-Davidson have been dismissed with prejudice.[8] His claims against DA LLP and DA PLC have been dismissed without prejudice.[9]Only his claims against DAS LLC and BWI remain. His claims against DAS LLC, which are the subject of this Motion, are based on the premise that DAS LLC was “involved in the manufacture of certain components of the ABS” module on Spencer's motorcycle (“Spencer's Module”), [10] and “worked . . . with Harley-Davidson in designing, manufacturing, programming, [testing, ] distributing, and marketing said components.”[11]

         Transactional history

         In 1994, General Motors Corporation formed Automotive Components Group, which was renamed Delphi Automotive Systems the following year.[12] In 1999, Delphi Automotive Systems underwent an initial public offering, separated from General Motors, and became an independent publicly held corporation.[13] In 2002, its name was changed to Delphi Corporation (“Old Delphi”).[14] And in October 2005, it filed for relief under Chapter 11 of the bankruptcy code.[15]

         On July 30, 2009, the bankruptcy court entered an order approving an amended plan of reorganization (“Bankruptcy Order”).[16] This plan went into effect on October 6, 2009, when substantially all of Old Delphi's assets were sold under a master disposition agreement (“MDA”) t o D A L L P[17] and certain affiliated entities (individually and collectively, “New Delphi”), which had been recently formed for the purpose of acquiring Old Delphi's assets.[18] According to the Bankruptcy Order, New Delphi's purchase of Old Delphi's assets under the MDA was made “free and clear . . . of liens, claims, encumbrances, and other interests, ” “including, but not limited to, Claims otherwise arising under doctrines of successor liability and related theories” or “any products liability or similar Claims” for products manufactured before October 6, 2009.[19]

         The assets that New Delphi acquired under the MDA included the rights to the “Delphi” name.[20] They also included Old Delphi's rights under a master sale and purchase agreement (“M S PA ”)[21] with BeijingWest Industries Co. Ltd. for the sale of Old Delphi's brake and suspension business unit (including all related intellectual property, management and engineering teams, facilities, and engineering, design, and business records).[22] This unit manufactured ABS modules for Harley-Davidson motorcycles.[23]

         On November 1, 2009, New Delphi and BeijingWest Industries Co. Ltd. assigned their interests in the MSPA to DAS LLC and BWI, respectively.[24] Upon doing so, DAS LLC (as “Seller”) and BWI (as “Buyer”) closed on the transactions contemplated in t h e M S P A .[25] By so doing, BWI expressly assumed and became liable under the MSPA for all liabilities arising on or after November 1, 2009, related to the acquired assets, which included Old Delphi's brake and suspension business unit.[26]

         On October 28, 2010, BWI manufactured Spencer's Module.[27] Old Delphi created the design that BWI used to manufacture Spencer's Module before New Delphi acquired Old Delphi's assets under the MDA.[28] DAS LLC did not design, manufacture, market, test, inspect, distribute, or sell Spencer's Module.[29]

         Neither DAS LLC nor any of its members is a citizen of Utah.[30] DAS LLC does not have an office in Utah.[31] It does not conduct business in Utah.[32] Rather, it is a Delaware limited liability company, headquartered in Michigan, and a wholly-owned subsidiary of Delphi Financial Holdings LLC and Delphi Holdings LLC-both of which are Delaware limited liability companies held by New Delphi.[33] New Delphi's ultimate parent company is DA PLC.[34]

         DISCUSSION

         Summary judgment is appropriate if “there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.”[35] A dispute is “genuine” if “there is sufficient evidence on each side so that a rational trier of fact could resolve the issue either w a y. ”[36] A fact is “material” if “it is essential to the proper disposition of [a] claim.”[37] In ruling on a motion for summary judgment, the evidence and all reasonable inferences are viewed in the light most favorable to the nonmoving party.[38]

         DAS LLC seeks summary judgment against Spencer for lack of personal jurisdiction, lack of merit, and untimeliness.[39] Because Spencer's claims against DAS LLC fail for lack of personal jurisdiction, it is not necessary to address DAS LLC's alternative arguments.

         Spencer's claims against DAS LLC fail for lack of ...


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