§§ 13-423(a)(1) and (4). The District Court of Maryland found that plaintiff's mere allegation that MAT conducted business in the District of Columbia during the time when alleged price-fixing also occurred did not demonstrate that the former was in any way related to the latter. The failure to connect these two occurrences therefore precluded plaintiff's meeting the requirement set forth in D.C. Code § 13-423(b) that the claim for relief must arise from those of defendant's acts upon which personal jurisdiction is premised. The Court further found that since MAT had not actually sold cars in the District of Columbia it was not "transacting any business" in the District of Columbia under D.C. Code § 13-423(a)(1) and the price-fixing allegation had no foundation for § 13-423(b) purposes. Id. at 1276-77.
Were the gravamen of Chrysler's complaint only price-fixing against a Toyota distributor, Chrysler might be precluded, on the strength of MAT, from haling MAT into court here. Chrysler has not sued MAT, however, nor is it solely alleging price-fixing or seeking to premise jurisdiction solely on car sales in the District. The Court has found that Toyota is transacting business in the District for Section 12 purposes, in light of the cases which have also considered a parent's amenability to suit based on the acts of its subsidiary. Chrysler's gravamen is with the joint venture and on the basis of the record before it, Toyota has had sufficient contacts with this jurisdiction that are related to the joint venture for this Court to conclude that Toyota may properly be sued here.
3. Activities of Toyota's Employees and Agents
in the District of Columbia
Between April, 1982 and December, 1983, Toyota personnel visited the District of Columbia. By the early summer of 1982, Toyota officials visited Washington, D.C. to discuss the United States antitrust laws and other preliminary matters related to the joint venture. (Tsukada deposition at 1, 8-10). On October 21st and 22nd, 1982, Toyota officials met to discuss the antitrust aspects of the draft Memorandum of Understanding (MOU). Id. at 35. In early February, 1983 Toyota and GM representatives met to discuss the draft MOU and finalize its language. Id. at 48-50.
Retention of William J. Usery
Toyota hired William Usery, president of Bill Usery Associates, Inc. (BUA), a labor management consulting firm, which is located in the District of Columbia. (Pl. Ex. 62.) Mr. Usery negotiated and concluded an agreement between the joint venture and the UAW. Toward that end, Mr. Usery held many meetings at his Washington, D.C. office and attended 35-40 meetings at the Arent, Fox offices. (Deposition of William J. Usery ("Usery Dep.") at 28.) He engaged in at least three days of meetings with a "delegation from Toyota." (Id. at 78-82). He met with members of Toyota who were working on joint venture matters (id. at 139-40) and had four meetings with GM personnel in the District that related to the joint venture. (Id. at 143.) Although Mr. Usery did not seek the approval of Arent, Fox before releasing a statement to the press about the joint venture, he did provide them with a copy of his statement. Id. at 132-33. Mr. Usery represented Toyota, GM and the joint venture at all meetings and negotiations with the UAW. Id. at 50. Mr. Usery helped to prepare the written agreement with the UAW. Id. at 123. After Mr. Usery and Mr. Bieber, President of the UAW, had initialled the agreement, Mr. Usery travelled to Japan and Detroit to present the agreement to Toyota and GM to secure their approval. Id. at 149. After he obtained their approval, he received the "written authority of the principals" to discuss the labor aspects of the joint venture and to prepare for the FTC's investigation. Id. at 44-72.
Activities of Arent, Fox
Toyota Motor Corporation retained the law firm of Arent, Fox, Kintner, Plotkin and Kahn to render legal advice on all aspects of the joint venture, including the preliminary work toward securing the FTC's approval. (Kintner Deposition at 7.) Toyota sought legal advice on the corporate, antitrust, labor, and Congressional relations, as well as the federal, state and local tax aspects of the joint venture from Arent, Fox. Id. at 11-13, and 120, Arent, Fox was engaged in this work from late 1982 through 1983. Id. at 23. During this time, TMC came to Washington to discuss with Arent, Fox certain labor aspects of the joint venture. Id. at 14-15. Arent, Fox met as well on June 21, 1982 with GM's staff attorneys and GM's outside attorneys, members of the Jones, Day law firm to discuss the antitrust issues of the joint venture. Arent, Fox hired William Usery on behalf of Toyota and GM; Usery was paid by Toyota. Id. at 32-33. Usery testified that there was a three day meeting with Toyota staff present at the Arent, Fox offices. (Usery Dep. at 78-83.) The joint venture agreement was primarily negotiated by Toyota staff with General Motors staff; Arent, Fox's concern was with the antitrust aspects of the joint venture, primarily the pricing agreement of the joint venture and its parts (Kintner Dep. at 51-52, 68, 95.), although they did review drafts of the memorandum of understanding. Id. at 57-58. Mr. Colson, an Arent, Fox partner, advised Toyota on whether the joint venture should take the form of a corporation or a partnership. Id. at 79-80. Mr. Kintner prepared the first and second amendments to the Memorandum of Understanding extending the deadline for inclusion of a satisfactory labor structure. Id. at 91-92, 170. After receiving initial calls referred to him from the FTC, Mr. Kintner informed Toyota that there was press interest in the joint venture and that he would be responding to the press. Id. at 40-41. Mr. Kintner testified that he did not have subsequent discussions with Toyota on the media coverage, but used his own judgment in responding to media inquiries. Id. at 42-45. Toyota paid for his time spent on this aspect of the case. Id. at 44.
4. Application of Long-Arm Statute
In viewing the volume of business to determine whether the defendant transacts business under Section 12, the transactions do not have to be related to the cause of action or the subject matter of the suit. See In Re Chicken Antitrust Litigation, 407 F. Supp. 1285 (N.D. Ga. 1975). This is a proper inquiry under the local long arm statute, however. The Court has found that Toyota is transacting business in this forum under Section 12; it additionally finds that Toyota has availed itself of the benefits of this forum through its contacts on the joint venture and that those contacts satisfy the requirements of 13 D.C. Code § 423(a)(1).
Under this section, a District of Columbia court may exercise personal jurisdiction over a person who acts directly or by an agent as to a claim arising from that person's transacting any business in D.C. Willis v. Willis, 211 U.S. App. D.C. 103, 655 F.2d 1333 (D.C. Cir. 1981). Chrysler seeks to premise this Court's personal jurisdiction over Toyota for this challenge to the joint venture based on Toyota's purposeful exploitation of the District of Columbia market,
and based on TMC's transacting business
here alone or through its subsidiary, TMS, or its agents, Arent, Fox and William J. Usery.
Toyota maintains that for the Court to apply the World-Wide Volkswagen analysis to this case, Chrysler would have to base its claim on goods that have already found their way into this jurisdiction. According to Toyota, since Chrysler is alleging injury from the joint venture vehicle which has not yet even been produced, much less even sold to a District of Columbia resident, Chrysler is in their words seeking to enjoin a future stream of commerce. The Court has not based its ruling on the stream of commerce concept.
The Court finds that the basic inquiry, also stated in World-Wide Volkswagen, is whether "the defendant's conduct and connection with the forum State are such that he should reasonably anticipate being haled into court there." Id. at 297 (citations omitted).
In Cohane v. Arpeja-California, Inc., 385 A.2d 153 (D.C.), cert. denied, 439 U.S. 980, 58 L. Ed. 2d 651, 99 S. Ct. 567 (1978), the D.C. Court of Appeals explained that,
Under § 13-423(a)(1), less of a nexus between the defendant and the District of Columbia is required for a finding of jurisdiction than would be required under the "doing business" test used to determine corporate presence. All that is required is some affirmative act by which the defendant brings itself within the jurisdiction and establishes minimum contacts.
Id. at 158 (citations omitted). Those contacts must represent a deliberate and voluntary association with the forum. See Mouzavires v. Baxter, 434 A.2d 988, 997 (D.C. 1981), cert. denied, 455 U.S. 1006, 71 L. Ed. 2d 875, 102 S. Ct. 1643 (1982). A defendant's affiliations with the forum should be of a quantity and quality sufficient to demonstrate a purpose to obtain the benefits and protections of the forum. Frank E. Basil Co. v. Guardino, 424 A.2d 70, 75 (D.C. 1980); cf. Stabilisierungsfonds Fur Wein v. Kaiser Stuhl Wine Distrib., 207 U.S. App. D.C. 375, 647 F.2d 200, 205 (D.C. Cir. 1981).
The long arm statute does require, however, that the suit arise from, or have a nexus with the claim asserted. Berwyn Fuel, Inc. v. Hogan, 399 A.2d 79, 80 (D.C. 1979) (holding that D.C. local court had no personal jurisdiction over defendant fuel company, which made deliveries in D.C., when plaintiff's tort claim arose from collision with fuel truck in Maryland). It is clear, however, that once the claim is related to acts in the District, the long arm statute does not require that the scope of the claim be limited to activity within this jurisdiction. Cohane, supra, at 158-59. Thus in Cohane, since the District of Columbia had personal jurisdiction over defendant clothing manufacturer who sold suits in the District, it could also entertain plaintiff salesman's claims for commissions earned in three nearby states included in his selling region.
Toyota contends that the meetings, with counsel present, focused on legal rather than business issues and hence that these do not satisfy the "transacting any business" requirement of the long arm statute. The record reflects that there were extensive preparatory meetings in the District to discuss the legal implications of the joint venture. The significant legal ramifications of the joint venture have been recognized by the parties and the FTC. This particular aspect of Toyota's business necessitated extensive legal analysis; without that analytical foundation, no venturing would have been possible. The Court therefore does not find that distinction dispositive of the issue. See Myers v. American Dental Ass'n, 695 F.2d 716, 728, 730 (3rd Cir. 1982), cert. denied, 462 U.S. 1106, 103 S. Ct. 2453, 77 L. Ed. 2d 1333 (1983). The record further reflects that Toyota transacted that joint-venture related business by engaging certain of its own employees and agents in this District to accomplish the different components of the joint venture. See Snyder v. Hampton Industries, 521 F. Supp. 130, 142-43 (D. Md. 1981). Upon consideration of the record and case law cited supra, the Court finds that Toyota has affirmatively and purposefully associated itself with this forum such that it would not offend due process for it to be subject to suit in this district.
Service of Process
When venue is properly laid in a judicial district under Section 22 extraterritorial service of process running from the district where the action was filed to wherever the corporation may be found, including foreign countries, is proper. Zenith Radio Corp., 402 F. Supp. at 329-30. Toyota was served a copy of the summons and complaint at its corporate headquarters in Japan, by registered mail, return receipt requested, on March 20, 1984; the return was received on March 30, 1984. This Circuit has held that
. . . Service of process from the United States into a foreign country by registered mail may thus be viewed as the least intrusive means of service -- i.e., the device which minimizes the imposition upon the local authorities caused by official U.S. government action within the boundaries of the local state.