In Re Khalid Meeks, as Attorney-in-Fact of Gera Meeks, Plaintiff
SSC Colorado Springs Colonial Columns Operating Company, LLC, d/b/a Colonial Columns Nursing Center; SavaSeniorCare Administrative Services, LLC; SavaSeniorCare Consulting LLC; SSC Disbursement Company LLC; Colorado Holdco LLC; SSC Equity Holdings LLC; SavaSeniorCare LLC; Master Tenant Parent Holdco LLC; Proto Equity Holdings LLC; Terpax Inc.; and Micky Belinski, in his capacity as Administrator of Colonial Columns Nursing Home, Defendants
Proceeding Pursuant to C.A.R. 21 El Paso County District
Court Case No. 15CV31423 Honorable Thomas Kelly Kane, Judge
Attorneys for Plaintiff: Reddick Moss, PLLC Brent L. Moss
Brian D. Reddick Robert W. Francis Joshua K. Smith Little
Attorneys for Defendants: Gordon & Rees LLP Thomas B.
Quinn Joshua G. Urquhart David M. Clarke Denver, Colorado
In this case, we hold that the trial court must apply the
test announced in Griffith v. SSC Pueblo Belmont
Operating Co., 2016 CO 60, __ P.3d __, to determine
whether nonresident parent companies may be haled into court
in Colorado based on the actions of their resident
subsidiaries. We also hold that, while an evidentiary hearing
is not always required for a ruling on a C.R.C.P. 12(b)(2)
motion, this case requires a hearing to fully address this
case's complex record and to apply the fact-intensive
Griffith test. The trial court must hold a hearing
to resolve disputed jurisdictional facts and develop the
record before determining whether the nonresident defendants
are subject to personal jurisdiction in Colorado. We
therefore make our rule to show cause absolute and remand the
case for proceedings consistent with this opinion.
Facts and Procedural History
The facts of this case are similar to those in
Griffith, which we also announce today. Here, the
plaintiff, Khalid Meeks, filed a complaint against ten
entities and one individual alleging that the parties injured
his mother, who was a resident of Colonial Columns Nursing
Center. He seeks relief based on two causes of action: (1)
negligence, and (2) violations of Colorado's Consumer
Protection Act, §§ 6-1-101 to -1121, C.R.S. (2016).
The individual and four of the ten entities conceded
jurisdiction and answered the complaint. As in
Griffith, the other six entities (the
"Nonresident Defendants") contested jurisdiction,
arguing that they are not subject to personal jurisdiction in
Colorado. See ¶ 2. The Nonresident Defendants
are upstream parent companies of the resident company (the
nursing center) and the entities that conceded jurisdiction.
See id. at ¶¶ 3-5.
In a brief written order, the trial court denied the
Nonresident Defendants' request for an evidentiary
hearing and their C.R.C.P. 12(b)(2) motion to dismiss. It
found that "the 'nonresident' Defendants have
sufficient contacts in the state of Colorado to justify
Colorado courts extending general jurisdiction over these
Defendants." It then concluded that exercising personal
jurisdiction was proper because the resident and nonresident
companies were "not operated as distinct entities."
The Nonresident Defendants petitioned this court for relief
under C.A.R. 21, arguing that the trial court erred by (1)
denying their request for an evidentiary hearing, (2) failing
to apply an alter-ego or agency test before determining that
the entities were not distinct, and (3) finding that it had
general personal jurisdiction over them. We issued a rule to
show cause why the trial court's order should not be
The Nonresident Defendants first argue that the trial court
should have applied a more stringent test before exercising
general personal jurisdiction over them. We agree.
In Griffith, we held that a trial court must apply
the following test to determine whether it may exercise
personal jurisdiction over a nonresident parent company:
First, the trial court shall determine whether it may pierce
the corporate veil and impute the resident subsidiary's
contacts to the nonresident parent company. If the resident
subsidiary's contacts may be imputed to the nonresident
parent company, the court shall analyze all of the
nonresident company's contacts with Colorado-including
the resident subsidiary's contacts-to determine whether
exercising either general or specific personal jurisdiction
over the company comports with due process. However, if the
trial court concludes that it may not pierce the corporate
veil, it shall treat each entity separately and analyze only
the contacts that each parent company has with the state when
performing the personal jurisdiction analysis.
1. A nonresident company "is subject to general
jurisdiction only where it is incorporated, has its principal
place of business, or is 'essentially at home.'"
Id. at ¶ 19; accord Magill v. Ford Motor
Co., 2016 CO 57, ¶ 22, __ P.3d ("A corporation
that operates in many places can scarcely be deemed at home
in all of them." (quoting Daimler A.G. v.
Bauman, 134 S.Ct. 746, 762 n.20 (2014))). However, even
if a nonresident company cannot be subjected to general
jurisdiction in Colorado, a Colorado court may exercise
specific jurisdiction over it if the company has
"'certain minimum contacts' with Colorado and
the cause of action arises out of those contacts."
Griffith, ¶ 20.
Like the trial court in Griffith, the trial court
here did not apply this test before concluding that the
Nonresident Defendants were subject to personal jurisdiction
in Colorado. The trial court's statement that the
Nonresident Defendants were "not operated as distinct
entities" was inadequate to support piercing the
corporate veil to reach the upstream parent entities. See
id. at ¶¶ 15-16. Without considering the
resident nursing center's Colorado contacts, it is not
clear which in-state contacts would support exercising
personal jurisdiction over the Nonresident Defendants.
Moreover, while the trial court concluded that the
Nonresident Defendants were subject to general personal
jurisdiction, it failed to explain which contacts rendered
the Nonresident Defendants "essentially at home" in
Colorado. See Magill, ...