In their motion to dismiss, Miko and the individual defendants noted: "Pan-Pacific Broadcasting, Inc. has not yet determined whether it will file a motion to dismiss, although the decisions discussed in this memorandum suggest that there is no jurisdiction over the corporation." See Memorandum of Points and Authorities in Support of Motion to Dismiss of Defendants Miko Enterprises, Inc., Dennis K. Kinoshita, Masataka Iwasaki and Charles R. Olson at 2 n.1. However, as will become clear below, we must first ask whether we may exercise jurisdiction over Pan-Pacific before we can determine whether jurisdiction is proper over Miko. Accordingly, we raise this first question, concluding that we have jurisdiction over Pan-Pacific.
As with the individual defendants, we must determine whether Pan-Pacific has "minimum contacts" with the District of Columbia. Since corporations have no physical existence, courts often look to the activities of the corporate agents to determine whether sufficient contacts exist. See, e.g., Thermo-Cell Southeast, Inc. v. Technetic Industries, 605 F. Supp. 1122, 1124 (N.D. Ga. 1985); Korb v. P.F.R. Corp., 101 F.R.D. 56, 58-59 (S.D. Ohio 1984); cf. Civil Actions para. 2.02[c][i] (jurisdiction over officer of corporation usually enables court to exercise personal jurisdiction over corporation). Additionally, preincorporation actions of a promoter of a corporation, when coupled with postincorporation ratification by the corporation, may justify the exercise of personal jurisdiction over the corporation in the forum of the preincorporation activities. Rees v. Mosaic Technologies, Inc., 742 F.2d 765, 768-69 (3d Cir. 1984) (allowing jurisdiction based on ratified preincorporation activities).
Here, Iwasaki acted as a promoter for Pan-Pacific when he first contacted Chase and expressed the desire to acquire a broadcast station. And, Iwasaki, as an agent for Pan-Pacific, met twice with Chase in the District to discuss the Pan-Pacific application, undertaking the business decisions for Pan-Pacific. Although Iwasaki's initial contact with Chase occurred before the incorporation of Pan-Pacific, we feel that the company ratified this contact by paying the legal bill which covered Chase's services before the incorporation of Pan-Pacific. See Supplemental Memorandum (filed Aug. 30, 1983) (bill paid September 24, 1980); 3 Am. Jur. 2d Agency § 161 (1963) ("ratification may be implied from any act, words, or course of conduct on the part of the principal which reasonably tends to show an intention on his part to ratify the unauthorized acts or transactions of the alleged agent."); Lewis v. Washington Metro Area Transit Authority, 463 A.2d 666, 672 (D.C. 1983) ("The principal may ratify the act expressly or impliedly, by conduct inconsistent with any other hypothesis."). Accordingly, because we believe that Iwasaki's contacts with this jurisdiction rise to the level of minimum contacts, this court may exercise personal jurisdiction over Pan-Pacific.
"Long-arm derivative jurisdiction over a foreign parent corporation has been found where the parent so controlled and dominated the activities of its resident subsidiary that the latter's separate corporate existence was in effect disregarded." Lakota Girl Scout Council, Inc. v. Havey Fund-Raising Management, Inc., 519 F.2d 634, 637 (8th Cir. 1975); accord Chrysler Corp. v. General Motors Corp., 589 F. Supp. 1182, 1200 (D.D.C. 1984) (in order for parent corporation to be amenable to suit in particular district based on activities of subsidiary there, it must exercise control relationship over subsidiary); Lavrov v. NCR Corp., 591 F. Supp. 102, 109 (S.D. Ohio 1984)("courts have relied on the presence of a parent or subsidiary to assert jurisdiction over the other when the subsidiary is considered a mere instrumentality of the parent."). Similarly, the Court of Appeals of Maryland -- a court from which we should take guidance pursuant to the legislative history of the District longarm statute -- explained that "in order to hold the corporate veil inviolate, at least insofar as jurisdiction is concerned, it is necessary as a factual matter that a corporation have some independent reason for its existence, other than being under the complete domination and control of another legal entity simply for the purpose of doing its act and bidding." Harris v. Arlen Properties, Inc., 256 Md. 185, 260 A.2d 22, 29 (1969); but see Vitro Electronics v. Milgray Electronics, Inc., 255 Md. 498, 258 A.2d 749, 753 (1969) (stressing need to avoid "breaking down observed distinctions between parent and subsidiary corporations, where fraud or deception is not present. . . ."). Since "no all embracing rule has been laid down under which the relationship between two corporations may be determined," "the circumstances in each case must be examined to determine whether a corporation through the activities of another corporation has subjected itself to jurisdiction in a state under its longarm statute." Fisher v. First National Bank, 338 F. Supp. 525, 529 (S.D. Iowa), appeal dismissed, 466 F.2d 511 (8th Cir. 1972); but see Chrysler Corp. v. General Motors Corp., 589 F. Supp. at 1200-01 (listing many factors that court should at least consider).
It is apparent that Miko, a parent corporation, had no reason for its existence other than to control Pan-Pacific, its subsidiary. The incorporators organized Miko to own 80 percent of Pan-Pacific stock, and they expressly stated that the company had no other purpose than to own that stock. See, e.g., Iwasaki para. 4. The officers, directors, and shareholders for Miko were the same three for Pan-Pacific. Iwasaki Deposition at 15. Miko had no employees and no physical assets. The company's only source of funding came from Iwasaki who also financed Pan-Pacific. Id. at 17-20. And the offices of both corporations were at the same address Id. at 4, 17. Accordingly, we attribute, for jurisdictional reasons, the Pan-Pacific contacts to Miko and hold that, based on those contacts, the court may exercise personal jurisdiction over Miko.
3. Government Contacts Doctrine
The defendants Iwasaki, Miko, and Pan-Pacific argue that the "government contacts" doctrine prevents this court from exercising jurisdiction over them. Basically, the "government contacts" doctrine precludes the assertion of personal jurisdiction over a nonresident entering the District of Columbia if the only contact the nonresident has with the District is with Congress or a federal agency. See Environmental Research Institute, Inc. v. Lockwood Greene Engineers, Inc., 355 A.2d at 813. This doctrine originally developed from cases holding that the newsgathering services of newspaper offices did not constitute jurisdictional contacts. See, e.g., Neely v. Philadelphia Inquirer Co., 61 App. D.C. 334, 62 F.2d 873 (D.C. Cir. 1932). The doctrine was later expanded to include corporate contacts with Congress or federal agencies for the purpose of lobbying or obtaining governmental information. See Mueller Brass Co. v. Alexander Milburn Co., 80 U.S. App. D.C. 274, 152 F.2d 142, 144 (D.C. Cir. 1945).
The recent case law on the government contacts doctrine is not clear, however. In Environmental Research International, Inc. v. Lockwood Greene Engineers, Inc., an environmental consulting firm in the District of Columbia, Environmental Research International, Inc. offered to assist a foreign corporation, Lockwood Greene Engineer, Inc. (Lockwood) "by collecting data from which to prepare a construction grant application to be submitted to the Environmental Protection Agency (EPA) and by assisting in processing the grant through the EPA." 355 A.2d at 810. The parties reached an agreement which Lockwood allegedly breached. ERI brought suit, and Lockwood moved to quash service of process and dismiss the complaint for lack of personal jurisdiction.
The court of appeals examined several supposed contacts that Lockwood had with the District of Columbia, including "two visits to the District of Columbia to meet with EPA officials." Id. at 812. With respect to those two visits, the en banc panel applied the "government contacts" doctrine, stating:
The rationale for the "government contacts" exception to the District of Columbia's long-arm statute does not hinge upon the wording of the statute. Rather, it finds its source in the unique character of the District as the seat of national government and in the correlative need for unfettered access to federal departments and agencies for the entire national citizenry. To permit our local courts to assert personal jurisdiction over nonresidents whose sole contact with the District consists of dealing with a federal instrumentality not only would pose a threat to free public participation in government, but also would threaten to convert the District of Columbia into a national judicial forum.
Id. at 813 (footnotes omitted).
Two years later, however, a three-judge panel of the District of Columbia Court of Appeals appeared to limit the government contacts exception to activities implicating only first amendment rights. Rose v. Silver, 394 A.2d at 1372-74. In Rose v. Silver, the plaintiff sued defendants to recover attorney fees. A Connecticut corporation and its president, the defendants, had hired an attorney, the plaintiff, to go to Washington to negotiate with and if necessary to litigate against the Food and Drug Administration. The court held that the attorney was the agent for the corporation and that since defendants were transacting business in the District through an agent, they were amenable to long-arm service in the District of Columbia.
With respect to the government contacts doctrine, the panel stated:
After reviewing the development of the government contacts principle, we conclude that the First Amendment provides the only principled basis for exempting a foreign defendant from suit in the District of Columbia, when its contacts are covered by the long-arm statute and are sufficient to withstand a traditional due process attack. Whereas historically the government contacts principle was a way of articulating a limitation of the [former] "doing business" provision of the long-arm statute, having both due process and First Amendment roots, it is clear to us that amendment of the long-arm statute to provide for a "transacting any business" standard, while not erasing the government contacts principle, . . . had shifted its premise solely to the First Amendment.