Sonora Diamond Corp. v. Superior Court

Introduction

Real Party in Interest Sonora Union High School District (District) sued Sonora Mining Corp. (Sonora Mining) and petitioner Sonora Diamond Corp. (Diamond) for breach of contract. Diamond moved for an order quashing service of process on the ground the trial court was without personal jurisdiction over Diamond. The District’s position that jurisdiction existed relied upon three independent grounds—alter ego, agency (including the representative services doctrine) and availment. Ultimately, the trial court denied Diamond’s motion. In this opinion, we explore the nature of, and compare, the three jurisdictional theories advanced by the District and apply each to the record evidence. We will grant the petition and order appropriate relief.

Statement of the Case

On June 29, 1998, the District filed an action in Tuolumne County Superior Court for breach of a real estate sales contract. Named as defendants were Diamond, a Canadian corporation, and Sonora Mining, a Nevada corporation doing business in California. Sonora Mining is a wholly owned subsidiary of Diamond. Diamond was not a signatory to the contract, but the complaint alleged that Sonora Mining was the…