United States District Court, W.D. Wisconsin
OPINION & ORDER
D. PETERSON District Judge
insurance dispute arises from an accident in Texas in which a
Louisiana resident was seriously injured while riding a Trek
bicycle. Plaintiff, Massachusetts-based Lexington Insurance
Company, insured Wisconsin-based Trek Bicycle Corp. Lexington
settled a lawsuit on Trek's behalf, and now it seeks
contributions from defendants Zurich Insurance (Taiwan) Ltd.
and Taian Insurance Co., Ltd. Zurich and Taian insured the
manufacturers of some of the components of the bicycle, and
thus they are indirect insurers of Trek.
and Taian move to dismiss for lack of personal jurisdiction
and for improper venue. Dkt. 13 and Dkt. 22. The evidence
shows that Zurich and Taian had only attenuated contacts with
Wisconsin, and the assertion of jurisdiction would not
comport with constitutional due process. The court will grant
Zurich's and Taian's motions to dismiss under Federal
Rule of Civil Procedure 12(b)(2) for lack of personal
jurisdiction. All other pending motions will be denied as
deciding a motion to dismiss for lack of personal
jurisdiction, the court may consider the well-pleaded
allegations in the complaint, affidavits, and written
materials. Kipp v. Ski Enter. Corp. of Wis., Inc.,
783 F.3d 695, 697 (7th Cir. 2015); Purdue Research Found.
v. Sanofi-Synthelabo, S.A., 338 F.3d 773, 782 (7th Cir.
2003)). Here, the court draws the following facts from
Lexington's complaint, affidavits from the parties, and
relevant contracts. The court can decide the issue on written
evidence without an evidentiary hearing because the material
facts are not disputed. See Abbott Labs., Inc. v.
BioValve Techs, Inc., 543 F.Supp.2d 913, 918 (N.D. Ill.
2008) (citing Hyatt Int'l Corp. v. Coco, 302
F.3d 707, 713 (7th Cir.2002)).
is a Delaware company with its principal place of business in
Massachusetts. Defendants Zurich and Taian are both insurance
companies organized in the Republic of China
The Texas lawsuit
2012, Louisiana resident James Giessler rented a Trek
mountain bike in Texas. The front wheel of the bike detached
from the bike's frame, and Giessler sustained permanent
serious injuries. Giessler, his wife, and his son filed a
lawsuit in Texas against Trek, Mellow Johnny's LLC (the
business that rented the bike to Giessler), and SRAM, LLC,
and Rock Shox (both manufacturers of the bike's component
parts). On the eve of the trial, the case settled. Lexington,
an insurer for Trek, indemnified Trek and paid the
and Taian were not parties to the Texas lawsuit. Zurich had
insured the manufacturer of the bike, Giant Manufacturing
Co., Ltd., a Taiwanese company. Taian had insured the
manufacturer of the bike wheel, Hubtec International Ltd.
a/k/a Formula Hubs, also a Taiwanese company. Neither Zurich
nor Taian had insured Trek directly, but they both had
extended insurance coverage to Trek by allowing Trek to be
named as an additional insured under the policies issued to
Giant and Formula Hubs. Lexington demanded that Zurich and
Taian contribute to the cost of defending Trek and the
settlement amount, but Zurich and Taian refused.
Defendants' contacts with Wisconsin
Zurich nor Taian does business in Wisconsin. The parties
agree that for the purposes of this dispute, Zurich and Taian
have no contact with Wisconsin other than the insurance
policies that name Trek as an additional insured. The two
insurance policies at issue were negotiated and signed in
Taiwan. Lexington is a party to neither policy.
first insurance policy (the Zurich Policy) is an agreement
between Zurich and Giant. Dkt. 1-2. The policy includes
Giant's vendors as “[A]dditional Insured” and
lists Trek as one of Giant's vendors. Id. at 4,
the Zurich Policy, Zurich agreed to indemnify Giant and its
vendors for “[c]ompensation resulting from judgments
delivered by or obtained from a court of competent
jurisdiction in the Geographical Limits” and
“charges, expenses, and legal costs incurred or
recoverable in the Geographical Limits.” Id.
at 12. The term “Geographical Limits” is defined
as “the Geographical Limits stated in the Schedule,
” id. at 16, and the Schedule provides that
the Geographical Limits is “worldwide, ”
id. at 2.
Zurich Policy also includes an arbitration clause. The clause
If any difference arises as to the amount to be paid under
this Policy (liability being otherwise admitted) such
difference will be referred to an arbitrator in accordance
with the relevant statutory provisions in force at that time
or, if there are no relevant statutory provisions in force,
by agreement between Zurich and the Insured. Where any
difference is by this Condition to be referred to arbitration
the making of an award will be a condition to precedent to
any right of action against Zurich.
Id. at 18. The Zurich Policy is governed by
Taiwanese law. Id. at 12. The policy allows Zurich
to control the litigation or settlement of any covered claim
against an insured, but Zurich has no obligation to do so.
Id. at 18.
second insurance policy at issue is an agreement between
Taian and Formula Hubs (the Taian Policy). Dkt. 26-2 and Dkt.
26-4. Like the Zurich Policy, the Taian Policy's
insurance coverage extends to Formula Hub's vendors. The
Taian Policy as filed with the court does not include a list
of Formula Hub's vendors, but such a list is
contemplated. Dkt. 26-4, at 18. Taian sent Trek a certificate
of insurance, and the certificate states that Trek is insured
“in conjunction with” the Taian Policy. Dkt. 1-4,
at 2. and Dkt. 26-2, at 1.The certificate includes a
territorial limit, but the term “Territorial
Limit” is defined as “Worldwide including
USA/Canada.” Dkt. 1-4 at 1.
the section titled “applicable law and jurisdiction,
” Taian and Formula Hub agreed to litigate their
disputes applying “the law and practice” of
Each party agrees to submit to the jurisdiction of any court
of competent jurisdiction within Taiwan and to comply with
all requirements necessary to give such court jurisdiction.
All matters arising hereunder shall be determined in
accordance with the law and practice of such court.
Dkt. 26-2, at 12. The policy gives Taian a right, but not an
obligation, to control the litigation or settlement of any