SILBERLINE MANUFACTURING v. ECKART AMERICA LD. PARTNERSHIP, (W.D.Ky. 2001)

CHARLES R. SIMPSON III, Chief Judge, United States District Court.

This matter is before the court for consideration of the following motions:

1. Motion to dismiss defendant Eckart-Werke GmbH Co. KG (hereinafter "Eckart-Werke") for lack of personal jurisdiction pursuant to Fed.R.Civ.P. 12(b)(2), insufficient process and insufficient service of process pursuant to Fed.R.Civ.P. 12(b)(4) and 12(b)(5), and for failure to state a claim pursuant to Fed.R.Civ.P. 12(b)(6) (DN 44).

2. Motion to dismiss defendant David Inglis for lack of personal jurisdiction pursuant to Fed.R.Civ.P. 12(b)(2) and for failure to state a claim pursuant to Fed.R.Civ.P. 12(b)(6) (DN 60).

3. Motion to dismiss on behalf of defendants, Eckart America Limited Partnership, Eckart America Corporation, Eckart Aluminum Limited Partnership, and Eckart Aluminum Corporation for failure to state a claim upon which relief can be granted (DN 47).

The plaintiffs, Silberline Manufacturing Co., Inc. and its subsidiary, Silberline Limited (hereinafter collectively "Silberline"), manufacture and sell aluminum paste pigment products worldwide. Silberline Manufacturing Co. has manufacturing facilities in Pennsylvania, Indiana and in Scotland. Its headquarters is located in Tamaqua, Pennsylvania. Silberline Limited is a United Kingdom corporation with its principal place of business in Scotland.

Silberline has brought this action against its former employee, David Inglis, and five business entities. The relationship among these business entities was described, supported by affidavit, in the memorandum in support of the motion to dismiss Eckart-Werke, and is undisputed (see Plaintiffs' Memorandum in Opposition (DN 66) at pg. 4):

1. Eckart-Werke is a German limited partnership with its principal place of business and its headquarters in Germany. The partnership's business includes the manufacture and sale of metallic pigments for paints, plastics, lightweight concrete and the graphic arts industries.

2. Eckart-Werke holds a majority interest in its Painesville, Ohio based affiliate, Eckart America L.P. and also holds a majority interest in Eckart Beteiligungs GmbH , the German corporation which owns Eckart America Corporation.

3. Eckart America L.P. is a Delaware limited partnership and is registered in Kentucky as a foreign limited partnership. Its principal place of business is Painesville, Ohio. It maintains a branch office in Louisville, Kentucky. Eckart America L.P. is engaged in the sale of products manufactured by Eckart Aluminum L.P. and in the resale of products purchased from Eckart-Werke.

4. Eckart America Corporation is the general partner of Eckart America L.P. Eckart America Corporation is a Delaware corporation with its principal place of business in Painesville, Ohio.

5. Eckart America L.P. owns a majority interest in Louisville, Kentucky based Eckart Aluminum L.P. and Eckart Aluminum Corporation. Eckart Aluminum L.P. is engaged in the manufacture and sale of aluminum pigments, powders and pastes.

Inglis was employed by Silberline Limited from 1988 until the end of January, 2000 as a Plant/Process Engineer, and had access to Silberline's trade secrets relating to the manufacture of aluminum flake pigment products. This knowledge included technology addressing 1) flake protection against attack by water, 2) adhesion grade variations, 3) improved particle size segregation, 4) grinding media specification, and 5) alternative grinding media specifications. In 1990 Inglis signed a secrecy agreement in which he promised to maintain confidential Silberline's trade secrets and other proprietary information. Silberline alleges that Inglis revealed certain "confidential and proprietary internal matters" in an employment interview with "Eckart representatives" on November 22-23, 1999 in Nuremberg, Germany. (Amended Complaint, ¶ 23). On December 21, 1999 Inglis announced his resignation from Silberline. His last day with the company was January 26, 2000.

The amended complaint and various motions and briefs of the plaintiff refer to all of the Eckart entities collectively as "Eckart," therefore it is impossible for the court to discern which individuals from which of the Eckart companies are alleged to have engaged in wrongful conduct. This appears to be Silberline's strategy in this case, attempting to link all Eckart entities under a sort of global network theory. Silberline has not cited legal authority in support for this approach.

Silberline alleges that the Eckart entities and Inglis engaged in certain wrongful conduct around the time that Inglis left the employ of Silberline in Scotland and was hired by Eckart-Werke. Silberline claims that the Eckart entities and Inglis are guilty of threatened and/or actual misappropriation and inevitable disclosure of Silberline trade secrets and other confidential proprietary information, and that, as such, they have violated the Kentucky Trade Secrets Act (Count I), engaged in unfair competition (Count II), tortiously interfered with Silberline's contractual relations (Count IV), and that Inglis has breached the secrecy agreement with Silberline (Count III).

In the motions presently before the court Eckart-Werke has moved to dismiss on the ground of lack of personal jurisdiction over it. The remaining Eckart entities have moved to dismiss on the ground of failure to state a claim against them. Silberline's response to each of these motions is premised upon a theory that all of the Eckart entities should be viewed as one "global" or "worldwide" company, and that the acts of one company should be attributed to all of the other entities. For the reasons more specifically delineated below, the court does not find either legal or factual support for this contention in this case.

Eckart-Werke has also raised issues of insufficiency of process and insufficiency of service of process. These matters need not be addressed in light of the court's conclusion that personal jurisdiction over Eckart-Werke is lacking.

Personal Jurisdiction over Eckart-Werke

Silberline contends that [t]he Eckart group of companies is a global operation, with its nerve center in Germany, that has operated in the United States for about thirty years; Eckart — Werke speaks for the entire Eckart group with respect to the group's desire and determination to broaden its presence and impact in the United States ( see Exh. 2, "Eckart Goes West," in Brilliant, Feb. 1999). Statements on Eckart-Werke's own website evidences the control Eckart-Werke exercises over its affiliated entities. For example:

The activities of our subsidiaries throughout the world are co-ordinated from the company's headquarters in Furth, Bavaria.

See http://www.eckart.de/firma intro.htm?lang=encat=ul (Exh. 3, attachment to Bourke Aff.) Eckart-Werke exerts significant and broad control over the operations of Eckart Aluminum L.P. and other Eckart entities in the United States. Eckart-Werke hires people with the intent to train them on Eckart-Werke technology, and then place them in a particular position in other Eckart facilities; specifically, the Defendants' own affidavits acknowledge that, unbeknownst to those at Eckart Aluminum L.P., Eckart-Werke hired David Inglis with the intent of sending him to the Louisville, Kentucky facilities. See Thomas Aff. ¶ 15,; Zahn Aff. ¶ 17; Hafner Aff. ¶ 5. Further, Eckart-Werke shares employees with Eckart Aluminum L.P., and sends its employees to Eckart Aluminum L.P. to direct changes in production methods. See Haffner Aff. ¶ 3.

The president of Eckart Aluminum L.P. testified that he speaks to Carl Eckart (of Eckart-Werke) a couple of times per week. (Exh. 9, Thomas Dep. at pg. 45). Also, Eckart-Werke technical employees correspond regularly with the Eckart facilities in the United States. (Exh. 10, Zahn De. at pg. 38, lines 2-6).

Brief in opposition to motion to dismiss Eckart-Werke, pgs. 5-6.

This court may exercise personal jurisdiction over Eckart-Werke, a German company, only within the limits of due process. In assessing whether specific jurisdiction exists, the United States Court of Appeals for the Sixth Circuit has stated that

First, the defendant must purposefully avail himself of the privilege of acting in the forum state or causing consequence in the forum state. Second, the cause of action must arise from the defendant's activities there. Finally, the acts of the defendant or consequences must have a substantial enough connection with the forum state to make the exercise of jurisdiction over the defendant reasonable. Tobin v. Astra Pharmaceutical Prods., Inc., 993 F.2d 528, 542-43 (6th Cir.) (citations omitted), cert. denied, 510 U.S. 914, 114 S.Ct. 304, 126 L.Ed.2d 252 (1993) (applying Southern Machine Co. Mohasco Indust., Inc., 401 F.2d 374, 381 (6th Cir. 1968) . . . [A] company does not purposefully avail itself merely by owning all or some of a corporation subject to jurisdiction. [citations omitted] . . .

Dean v. Motel 6 Operating L.P., 134 F.3d 1269, 1273-74 (6th Cir. 1998). In Dean the Sixth Circuit looked to the case of Third National Bank in Nashville v. WEDGE Group Inc., 882 F.2d 1087 (6th Cir. 1989) in applying the "purposeful availment" requirement to a foreign corporation. In Third National Bank, WEDGE Group was the 100% owner of TRC, a corporation that, along with its own subsidiaries, conducted business in Tennessee. In finding that it had purposely availed itself of the privilege of acting in Tennessee, the court noted that WEDGE was not a mere passive owner of TRC. WEDGE's officers served as TRC's directors who met as often as monthly in Tennessee to review and direct TRC's operations. WEDGE was a party to a tax sharing agreement with TRC, participated in loan negotiations in Tennessee between TRC and Third National Bank, and entered into a contract with those parties in Tennessee. The court in Dean distinguished the facts before it from those in Third National Bank, noting that in Third National Bank evidence had been presented of actual hands on management by the parent company and a regular physical presence of the parent in the forum state. Such active involvement did not exist in Dean. The court also cited AT T v. Bruxelles Lambert, 94 F.3d 586 (9th Cir. 1996) where it was held by the Ninth Circuit that the plaintiff had been unable to muster enough evidence to outweigh the fact that the holding company in question conducted no business and maintained no offices in the forum state. Id. at 590.

A. Purposeful Availment

The sine qua non of personal jurisdiction is the purposeful availment factor. Southern Machine Co. v. Mohasco Indust., Inc., 401 F.2d 374, 381-82 (6th Cir. 1968). Eckart-Werke does not have offices here. Its connection to Kentucky exists, if at all, through Eckart Aluminum L.P.

In urging personal jurisdiction over Eckart-Werke, Silberline draws the court's attention to a magazine article and Eckart-Werke's website in which it states that the activities of the subsidiaries are coordinated through a worldwide headquarters in Bavaria. Further, Silberline contends somewhat hyperbolically that "Eckart-Werke exerts significant and broad control over the operations of Eckart Aluminum L.P.", "Eckart-Werke hires people with the intent to train them on Eckart-Werke technology, and then place them in a particular position in other Eckart facilities," "Eckart-Werke shares employees with Eckart Aluminum L.P.", and it "sends its employees to Eckart Aluminum L.P. to direct changes in production methods." Silberline has based these sweeping statements upon evidence that: 1) it was the intent of Eckart-Werke in hiring Inglis to train him in Germany with an eye toward sending him at some unspecified and unpromised future date to manage the Louisville plant, 2) that Horst Haffner of Eckart-Werke was given responsibility for bringing the four new ball mills planned for the Louisville facility up to full production capacity by implementing core Eckart-Werke processes and technology while the plant was being refurbished, and 3) that Richard Tomas, president of Eckart Aluminum L.P., talks to Carl Eckart a couple of times a week about business.

When . . . a district court rules on a jurisdictional motion to dismiss . . . without conducting an evidentiary hearing, the court must consider the pleadings and affidavits in a light most favorable to the plaintiff . . . To defeat such a motion, [the plaintiff] need only make a prima facie showing of jurisdiction. Furthermore, a court . . . does not weigh the controverting assertions of the party seeking dismissal . . .

Compuserve, Inc. v. Patterson, 89 F.3d 1257, 1262 (6th Cir. 1996) (emphasis, citations, and quotation marks omitted). Dean, 134 F.3d at 1272. The court will take the facts adduced by the plaintiff as true, under this standard. However, the court need not adopt the interpretation of those facts, offered by the plaintiff in its brief, that it finds reach beyond a "favorable light" and into a realm not supported by the facts. This court concludes that there is nothing in the facts adduced by the plaintiff to support the assertion that Eckart-Werke exerts any day-to-day control over the operations at Eckart Aluminum L.P. While Silberline suggests that frequent conversations between Thomas and Eckart equate with Eckart-Werke exerting "significant and broad control over the operations in Louisville," the court has been shown no facts to back up that inference. Similarly, the fact that Haffner's expertise with the Eckart-Werke processes has been tapped for use in the refurbishment process at the Louisville plant does not in and of itself suggest that Eckart-Werke and Eckart Aluminum L.P. "share employees" and "directs changes in production methods"at any other time other than with respect to this particular upgrade project. Finally, the hire of Inglis with the view toward eventual transfer to Louisville (an eventuality which may or may not materialize at a future date) certainly does not establish that "Eckart-Werke hires people with the intent to train them on Eckart-Werke technology, and then place them in a particular position in other Eckart entities." While that may be a true statement with respect to Inglis in particular, Silberline cannot be permitted to make the bootstrap argument that the hiring of Inglis evidences control by Eckart-Werke over the personnel at Eckart Aluminum L.P. We find ourselves faced with evidence similar in quality to that evaluated in the Dean case, where the court stated, with respect to evidence that the parent rendered management, consulting and financial services to its subsidiary,

[This evidence] could conceivably constitute total control over Motel 6 operations, but they could just as easily represent specific peripheral services . . . We cannot assume, without more evidence, that these vague words, stripped of their original context and lacking any other one, prove control or purposeful availment.

Dean, 134 F.3d at 1275. Similarly, in looking at public representations of the interrelatedness of various affiliated companies and their expressed "goal" of improved "communication and integration with ACCOR," the court stated

As with the previous evidence, however, these are vague pronouncements that are not inconsistent with Dean's inferences, but hardly constitute prima facie evidence of purposeful availment. We may suspect that Accor is in charge of Motel 6, but this evidence is too thin for us to conclude that it does. Although we are required to consider the evidence in a light most favorable to Dean, no light can be so favorable as to somehow close these evidentiary gaps.

Dean, 134 F.3d at 1275. The court concludes that Silberline has failed to make a prima facie showing of purposeful availment by Eckart-Werke of the privilege of conducting activities in Kentucky which would justify the exercise of jurisdiction over it by this court. Burger King v. Rudzewicz, 471 U.S. 462, 475, 105 S.Ct. 2174, 2183, 85 L.Ed.2d 528 (1985).

B. Connection Between Cause of Action and Forum Activities

Were we to conclude that Eckart-Werke had purposefully availed itself of the privilege of acting within the Commonwealth, we would still find personal jurisdiction lacking. Taking the facts in a light most favorable to Silberline, the court could not conclude based upon the evidence presented that the cause of action has a substantial connection to Eckart-Werke's in-state activities. See, WEDGE Group, 882 F.2d at 1091. The purported hiring away of Inglis and pirating of Silberline's trade secrets would have occurred in Germany. In the case of the claim of inevitable disclosure of trade secrets, such disclosure would occur wherever Inglis is located, which at present is Germany. It is an insufficient connection to Kentucky that Eckart-Werke hired Inglis with the intention of sending him to manage Eckart Aluminum in Kentucky at some unspecified time in the future. Silberline's attempt in its memorandum at illustrating a connection to the Louisville facility (statements wholly unsupported by allegations of fact in the amended complaint or elsewhere) reveal the lengths to which Silberline has stretched and molded the few existing facts:

The parties have addressed both specific and general jurisdiction. General jurisdiction is not addressed further in this opinion insofar as there is no evidence that Eckart-Werke does or regularly solicits business in Kentucky. It is alleged that Eckart-Werke does business in the United States through Eckart America L.P. However Eckart America L.P.'s only connection with Kentucky is that it has a "branch office" here. No evidence has been offered with respect to this branch office.

Under each cause of action, Silberline seeks to enjoin and to recover damages resulting from the use of Silberline's trade secrets at Eckart's aluminum pigment manufacturing facility in Louisville, Kentucky. This is the same facility for which Eckart-Werke exercises hiring decisions; in particular, Eckart-Werke [sic] orchestrated and carried out the hiring of David Inglis with the intent of sending him to the Louisville facility to work. This is the same facility at which Eckart-Werke is directing upgrades being made to its manufacturing processes, the very processes implicated by Silberline's misappropriated trade secrets, and where Eckart-Werke is sending employees to implement these processes.

Memorandum in Opposition to Motion to Dismiss Eckart-Werke, pg. 19. There are no supporting factual allegations by anyone anywhere in the depositions, affidavits, or in the amended complaint except the contention that Inglis disclosed some unspecified proprietary information in his employment interview in Germany in November of 1999. No connection has been made, however, between this occurrence and Louisville Aluminum L.P. Again, the court must view the facts in a light most favorable to Silberline, but need not read ungrounded conclusions into those facts.

The contention that disclosure of trade secrets has occurred in Germany has not been connected to any activities of Eckart-Werke in Kentucky. The contention that disclosure of trade secrets will inevitably occur in Kentucky is premature if not wholly speculative, inasmuch as Inglis is employed by Eckart-Werke in Germany at present, and there is no evidence when and if the purported grooming of Inglis will result in his employment by Eckart Aluminum L.P. to manage the operations in Louisville.

The court concludes that Silberline has failed to establish that its causes of action arose from activity of Eckart-Werke in Kentucky.

C. Substantial Connection with the Forum State

Finally, it must be established that the acts of Eckart-Werke have a substantial enough connection with Kentucky to make the exercise of jurisdiction over it reasonable. Southern Machine, 401 F.2d at 381.

The Sixth Circuit noted in Dean that "[t]he unique burdens placed upon one who must defend oneself in a foreign legal system should have significant weight in assessing the reasonableness of stretching the long arm of personal jurisdiction over national borders." Dean, 134 F.3d at 1275, quoting, Asahi Metal Indust. Co. v. Superior Court of California, 480 U.S. 102, 114, 107 S.Ct. 1026, 1033, 94 L.Ed.2d 92 (1987).

In this instance, there is no justification for requiring Eckart-Werke to defend an action in this court. None of the parties reside here, and none of the acts giving rise to the claims in occurred in the United States. Had we concluded that Silberline had established purposeful availment by Eckart-Werke we would make the evaluation regarding the reasonableness of the exercise of jurisdiction. Having found no purposeful availment, however, Eckart-Werke cannot, within the bounds of due process, be haled into court here.

Personal Jurisdiction Over David Inglis

The argument made by Silberline regarding the assertion of specific jurisdiction over Inglis is even weaker than that made with respect to Eckart-Werke.

There is no contention that general jurisdiction exists over Inglis.

Silberline contends that when Inglis was hired by Eckart-Werke it was his understanding that if he mastered the technology and processes at Eckart-Werke, at some future date he could qualify to be transferred to Eckart Aluminum L.P. to work as a process manager. Inglis so stated in his affidavit at ¶ 8. Silberline argues that this statement, coupled with the suggestion that the Eckart entities "share employees" and "direct changes in production methods at Eckart Aluminum L.P.", establishes purposeful availment by Inglis of the privilege of acting or causing a consequence in Kentucky.

The "sharing employees" and "directing changes" contentions are unavailing with respect to Inglis for the same reasons stated earlier in this opinion. In any event, these assertions relate solely to Eckart-Werke's purported activities in Kentucky. Inglis has not been shown to have any connection to Kentucky. He has never been here.

Silberline urges that "[t]he trade secrets that Inglis misappropriated from Silberline are being, or will be implemented in Eckart's Louisville, Kentucky facility under Inglis' supervision." (Silberline's Memorandum in Opposition at pgs. 21-22.) The amended complaint does not allege that Inglis is currently "supervising" the implementation of Silberline processes at Eckart Aluminum L.P. Rather, it alleges that Inglis disclosed trade secrets to Eckart-Werke in Germany, an act which Silberline contends made it possible for Eckart-Werke to utilize Silberline technology at Eckart Aluminum L.P.

The court has earlier found a failure of proof with respect to the contention that Eckart-Werke exercises significant control over the operations of Eckart Aluminum L.P. Even if this court had found such control to have been shown, it would be of no assistance in establishing personal jurisdiction over Inglis who has himself not engaged in any activities in Kentucky. Having chosen to file suit against Inglis as a private individual, Silberline must establish jurisdiction over Inglis for his purported activities in the forum, separate and apart from its contentions concerning Eckart-Werke. Alleging concert of action between Inglis and Eckart-Werke, and attempting to draw in the American entities, Silberline bleeds its allegations of fact together in its memoranda, seeking to cast the net of personal jurisdiction over all of the named defendants. However, the amended complaint has limited Inglis' alleged involvement to acts which occurred in either Germany or Scotland. He has not been shown to have acted in Kentucky at any time.

Inglis' availment of the Kentucky forum will allegedly occur at some future date if and when he should come to Kentucky to work. We cannot base an assertion of personal jurisdiction over Inglis, a citizen of Scotland and employee of Eckart-Werke in Germany, on a possibility of future employment at Eckart Aluminum L.P. See, Dean, supra. at 1275 (quoting, "[t]he unique burdens placed upon one who must defend oneself in a foreign legal system should have significant weight . . .") To subject a foreign citizen to suit in this forum based upon such a remote and speculative possibility would stretch the bounds of due process beyond all reasonable limits.

We conclude, therefore, that it has not been shown that Inglis purposefully availed himself of the privilege of acting or causing a consequence in Kentucky, nor has it been shown that the causes of action against him arose from his activities in the Commonwealth.

Failure to State a Claim Against Remaining Eckart Entities

Eckart America Limited Partnership, Eckart America Corporation, Eckart Aluminum Limited Partnership, and Eckart Aluminum Corporation (hereinafter collectively "the American entities") have moved to dismiss the action on the ground that Silberline has failed to state a claim against them.

As noted earlier in this opinion, Silberline has repeatedly referred to all of the Eckart entities as "Eckart," both in the amended complaint and in its memoranda. However, there are five separate Eckart entities which have been named as defendants in this action. The allegations of the complaint, taken in a light most favorable to Silberline, fail to assert any wrongful acts committed by any of the American entities. Silberline alleges, supported by affidavits, that Inglis disclosed proprietary information in his employment interview with Eckart-Werke in Germany. Inglis is said to have stated that he was told that he would be sent to the United States. Eckart-Werke has stated that it hired Inglis with the view that he would be a good candidate for managing the plant processes at Eckart Aluminum L.P. These claims implicate only Eckart-Werke and Inglis in alleged wrongdoing.

Silberline has stated that "[b]ecause the Defendants manufacture aluminum paste and pigment in the United States exclusively at their Louisville, Kentucky facility, and because Silberline's former employee was hired by the Defendants to come to their Louisville, Kentucky facility, [it] seeks relief from this Court to prevent the use of the trade secrets at that Kentucky facility." Brief in Opposition, pg. 1.

There has been no evidence offered regarding a relationship among the American entities with the exception of the recitation regarding their corporate structure. Eckart America L.P.'s only purported connection with Kentucky is that it has a branch office here. It admittedly sells products manufactured by Eckart-Werke and Eckart Aluminum L.P. and it owns a majority interest in Eckart Aluminum L.P. However, the amended complaint is devoid of allegations against it. Silberline has asserted neither that Eckart America L.P. has committed any wrongful acts, nor suggested that it can be held accountable for the acts of any other defendants. Eckart America Corporation, also a foreign entity, is even more remotely affiliated in this matter. It has no office in the Commonwealth and is not registered here. It is referred to solely as the general partner of Eckart America L.P., and there are no allegations made against it, other than its inclusion with the other American entities under the general reference to "Eckart."

Similarly to Eckart America Corporation, Eckart Aluminum Corporation is a foreign corporation with no office in Kentucky. It is named as the general partner of Eckart Aluminum L.P., but there is no suggestion that it is implicated in the claims in this case.

Eckart Aluminum L.P. is the only one of the four American entities with whom Silberline attempts to establish a factual link to Eckart-Werke and Inglis. Silberline alleges that Eckart Aluminum L.P. will be the ultimate repository for Silberline trade secrets and the ultimate employer of Inglis. At present, however, this allegation is premised upon the hiring of Inglis by Eckart-Werke in Germany and their purported acquisition of Silberline proprietary information there. Eckart Aluminum L.P. is not alleged to have been involved in these activities. At best, Silberline attempts to establish that Eckart-Werke exercises substantial control over Eckart Aluminum L.P. and, therefore, the will of Eckart-Werke would eventually be imposed upon this American corporation. First, this court has already ruled that Silberline has failed to show substantial control by Eckart-Werke. Second, the utilization of the Silberline technology and the employment of Inglis as process manager at Eckart Aluminum L.P. although suspected is wholly speculative at this time.

Fed.R.Civ.P. 8(a)(2) requires that a complainant provide a "short and plain statement of the claim showing that the pleader is entitled to relief." The United States Supreme Court has interpreted this language to require that the short and plain statement give the defendant fair notice of what the plaintiff's claim is and the ground upon which it rests. Conley v. Gibson, 355 U.S. 41, 78 S.Ct. 99, 2 L.Ed.2d 80 (1957).

Silberline has failed to articulate any grounds upon which the claims against the American entities rest. No wrongful acts are alleged to have been committed by any of the American entities. It is claimed that future acts of Eckart-Werke in Germany may influence and direct the future acts of Eckart Aluminum L.P. in Louisville, but to date, Eckart America L.P. is not alleged to have done anything improper.

"Kentucky courts have displayed a `general aversion for any disregard of the corporate entity.' Poyner v. Lear Siegler, Inc., 542 F.2d 955, 958 (6th Cir. 1976), quoting Campbell, `Limited Liability for Corporate Shareholders: Myth or Matter-of-Fact,' 63 Ky.L.J. 23, 48 (1975)." "The ownership of all or a substantial portion of the capital stock of one corporation by another corporation does not create an identity of corporate interest. [citations omitted]." Big Four Mills, Ltd. v. Commercial Credit Co., 211 S.W.2d 831 (Ky. 1948).

The court concludes that the amended complaint fails to state a claim against any of the American entities.

For the reasons set forth hereinabove, the motion of the defendant, Eckart-Werke to dismiss for lack of personal jurisdiction and the motion of Eckart America Limited Partnership, Eckart America Corporation, Eckart Aluminum Limited Partnership, and Eckart Aluminum Corporation to dismiss for failure to state a claim will be granted. A separate order will be entered this date in accordance with this opinion.