Gail Link v. Richard Lee, et al.

Summary

The United States District Court for the Western District of Louisiana denied Holly Lee’s motion to dismiss for lack of personal jurisdiction under Federal Rule of Civil Procedure 12(b)(2). The court held that Louisiana Revised Statutes § 12:1-742.2 provided a statutory basis for jurisdiction over a nonresident director in a shareholder derivative action and that the plaintiff made a prima facie showing of specific jurisdiction consistent with due process. The court concluded that Holly Lee’s alleged Louisiana-directed governance activities were sufficiently related to the asserted fiduciary-duty claims.

Holdings

1. The fiduciary shield doctrine does not categorically bar personal jurisdiction over a corporate officer or director merely because the challenged conduct was undertaken in a corporate capacity. The court must consider the individual's own contacts with the forum and whether the alleged conduct may support individual liability.
2. Louisiana Revised Statutes § 12:1-742.2 applies and provides the necessary statutory basis for exercising personal jurisdiction over Holly Lee because the case is pleaded as a shareholder derivative action on behalf of a Louisiana corporation and the claims arise from alleged breaches of fiduciary duties owed because of her position as a director.
3. The Succession made a prima facie showing that Holly Lee purposefully availed herself of the privilege of conducting activities in Louisiana and that the claims arose out of or related to those contacts.
4. Holly Lee failed to show that exercising specific personal jurisdiction in Louisiana would be unfair or unreasonable.

Questions Presented

1. Whether Louisiana Revised Statutes § 12:1-742.2 provides a statutory basis for personal jurisdiction over a nonresident director of a Louisiana corporation in a shareholder derivative action alleging breaches of duties owed to the corporation or its shareholders.
2. Whether the fiduciary shield doctrine bars personal jurisdiction over Holly Lee because the alleged conduct occurred in her capacity as a corporate director.
3. Whether Holly Lee had sufficient minimum contacts with Louisiana, and whether exercising specific personal jurisdiction over her would comport with due process.
4. Whether Holly Lee demonstrated that exercising jurisdiction would be unfair or unreasonable under the Burger King factors.

Disposition

other