Opinion
NOT TO BE PUBLISHED
APPEAL from an Order of the Superior Court of Los Angeles County No. BC365455. Michael L. Stern, Judge.
A. Tod Hindin and Karen L. Hindin for Plaintiffs and Appellants.
Severson & Werson, Forrest Booth, Eric M. Crowe and Ryan C. Donlon for Defendants and Respondents.
JOHNSON, J.
Plaintiffs Gail and Stanley Hollander (the Hollanders) appeal the trial court’s order quashing service of their summons and complaint for lack of personal jurisdiction against three United Kingdom corporations arising from an insurance claim made relating to damage to the Hollanders’ insured fine art. The Hollanders contend the trial court erred because the entities, which are related to their insurer, have sufficient contacts to California to confer both general and specific jurisdiction. We affirm.
FACTUAL BACKGROUND AND PROCEDURAL HISTORY
The Hollanders own fine art by the German artist Martin Kippenberger. On January 9, 2006, employees of defendant LA Packing were hanging three paintings by Kippenberger in the Hollanders’ home and damaged the frames. The Hollanders made a claim under their policy issued by defendant XL Speciality under the auspices of defendant XL Capital, Ltd.’s Fine Art & Specie brand (XL Fine Art & Specie). Natasha Fekula, a XL Fine Art & Specie claims adjuster, arranged for the paintings to be returned to Kippenberger’s gallery in Germany, where they were repaired at XL Specialty’s expense. The Hollanders disagreed with Fekula’s estimate regarding the diminution in value of the paintings, and arranged to have the paintings sold at auction.
XL Fine Art & Specie is a “brand” of XL Capital, Ltd., and not a separate business entity. XL Fine Art & Specie polices are issued by any number of the related XL entities; the policy at issue here was issued by XL Speciality. XL Fine Art & Specie is not a defendant in this case. XL Specialty has appeared and does not contest jurisdiction.
In January 2007, the Hollanders commenced this action against XL Specialty and numerous other defendants, including DOE defendants, alleging claims for breach of contract, breach of the covenant of good faith and fair dealing, breach of Insurance Code section 785, and promissory fraud, and also asserted a claim against LA Packing for negligence. Fortuitously, LA Packing is insured by XL Lloyd’s Syndicate 1209 (Syndicate 1209), an entity owned by XL Capital, Ltd.
The complaint alleged claims against numerous other entities who, for the most part, are not relevant to our jurisdictional analysis here: XL Capital, Ltd., a Cayman Islands corporation; its wholly owned subsidiary corporation, XL RE, Ltd., a Bermuda corporation; XL America Group (a partnership consisting of the corporations XL Reinsurance America, Inc., a New York corporation (XLRA); XL Insurance Company of New York, a New York corporation; XL Specialty Insurance Company, a Delaware corporation; Indian Harbor Insurance Company, a North Dakota corporation; XL Insurance America, Inc., a Delaware corporation; and XL Select Insurance Company, an Oklahoma corporation); and Greenwich Insurance Company, a Delaware corporation. Defendants XL Capital, Ltd. and XL RE, Ltd. waived jurisdiction after we ordered them to submit to discovery. (See Hollander v. Superior Court (Aug. 16, 2007, B200615) [nonpub. opn.].)
Syndicate 1209, which is not a party to this action, is composed of three UK Corporations, each of which is a wholly owned subsidiary of XL Capital, Ltd. A syndicate is an underwriting vehicle at Lloyd’s of London (Lloyd’s) that is supported by capital and operates as the insuring mechanism.
In February 2008, the Hollanders added as Doe defendants United Kingdom corporations XL London Market Ltd. (XLLM), XL London Market Services Ltd. (XLLM Services) and XL Services UK Ltd. (XL Services) (collectively the London Companies). These three entities are related to the other XL defendants and the exclusive subjects of the instant motion to quash and this appeal.
On June 30, 2008, the London Companies moved to quash service of the summons and complaint, arguing the trial court lacked personal jurisdiction over them. In support, the London Companies submitted declarations establishing that none of the London Companies had been registered, licensed or qualified to do business in California; they were not insurance companies and had never issued any insurance; did not own or rent offices in California; had not paid income tax in California; did not have a registered agent for service of process in California; did not have officers or directors who resided in California; did not own real estate or have bank accounts in California; and had not solicited any business in the United States.
Simon Barrett (Director of XLLM), Sean Gordon Wastie (Company Secretary of XL Services), and Leslie Graham Brady (Company Secretary of XLLM Services).
On July 28, 2008, the Hollanders moved ex parte for an order compelling the depositions of the London Companies to permit the Hollanders to defend the motion to quash service. At the November 3, 2008 hearing, the trial court ordered the depositions of three persons representing the London Companies: Joseph O’Donohoe (Chief Executive Officer of XLLM, and the underwriter for Syndicate 1209, Graham Lambourne (Head of Regional Claims for the UK and Ireland Regional Claims Department, which includes XL Fine Art & Specie), and Neil Robertson (employed at XL Services, and Global Practice Leader, XL Fine Art & Specie division).
In addition to the depositions of O’Donohoe, Robertson, and Lambourne, the Hollanders relied on the depositions of Paul Tuhy (Global Head of Claims for XL Insurance, to whom Lambourne reported); Joseph Dowd (Underwriting Manager for XL Fine Art & Specie, and who reported to Robertson); Ann-Louise Seago (underwriter for XL Fine Art & Specie and signatory to the Hollanders’ insurance policy); Neil Stocker (Claim Manager for XL Fine Art & Specie, who reported directly to Lambourne); and Natasha Fekula (U.S. Claim manager for XL Fine Art & Specie, who reported to Stocker).
After conducting discovery, the Hollanders filed an opposition to the motion to quash, which primarily alleged jurisdiction based upon the following two theories of contacts:
(1) The London Companies’ connections to Syndicate 1209, the entity insuring defendant LA Packing, through the provision of underwriting and other insurance services provided sufficient contacts to warrant specific and general jurisdiction; and
(2) The London Companies’ connection to XL Capital, XL Specialty and the XL Fine Art & Specie division through the provision of underwriting and other insurance services provided sufficient vicarious contacts based upon corporate structure to warrant specific and general jurisdiction.
These two theories were supported by the following facts:
In general, the Hollanders have supported their jurisdictional arguments with a barrage of minutely detailed facts. Because sheer numerosity of facts showing contacts with the forum state alone does not confer jurisdiction in the absence of the necessary legal nexus, we do not and cannot recite every fact here, but select the most salient facts relative to establishing jurisdiction.
(a) Syndicate 1209 insured LA Packing and wrote insurance in California. The LA Packing policy was underwritten by XL Services, which does the underwriting for Syndicate 1209. XLLM is the managing agent of Syndicate 1209, but XLLM has no employees of its own; its employees are furnished by XL Services.
Syndicate 1209 does business continuously in California “in the sense that there are new insureds that apply and receive coverage” every year.
(b) Insureds in California with Syndicate 1209 policies pay premiums directly to XL Services. XL Services performs functions for Syndicate 1209, reviewing and accepting or rejecting applications for insurance. The policy issued to LA Packing contained a provision that all disputes would be resolved according to California law.
(c) Neil Robertson on behalf of XL Services traveled to California approximately five times in the last five years to meet with brokers writing policies for Syndicate 1209.
(d) The XLLM claims manual contains a provision regarding the California Fair Claims Settlement Practices.
(e) Organizationally, Natasha Felker, of XL Fine Art & Specie, was under the direction of Stocker and Lambourne of XL Services.
(f) Stocker and Lambourne of XL Services are the only persons with authority to settle California claims in excess of $250,000 and $3 million, respectively.
(g) Stocker completed a seminar on the California Fair Claims practices regulations.
On appeal the Hollanders do not rely on jurisdictional facts relating to XLLM Services, thereby forfeiting any claim of error as to that entity. (Badie v. Bank of America (1998) 67 Cal.App.4th 779, 784–785.)
The hearing on the motion to quash service was set for January 27, 2009. The trial court found that California courts could not exert general jurisdiction over the London Companies because there was “no proof of any substantial continuous or systematic activities on the part of any of the moving parties.” The court found no specific jurisdiction because plaintiffs had failed to meet their burden to show “any continuing relationships and obligations in California by [the London companies], that the claims bear a substantial connection to the claimed contacts, and that the exercise of jurisdiction would comport with fair play and substantial justice.”
DISCUSSION
The Hollanders contend they established extensive insurance business contacts sufficient to support jurisdiction that were transacted by the London Companies on behalf of Syndicate 1209 in California, and through the London Companies’ connection to XL Capital, Ltd. and XL Specialty (though the XL Fine Art & Specie brand). We disagree.
A. Standard of Review
On a defendant’s motion to quash for lack of personal jurisdiction, the plaintiff bears the initial burden of establishing a factual basis for jurisdiction by a preponderance of the evidence. If the plaintiff satisfies this burden, the burden shifts to the defendant to show that the exercise of jurisdiction would be unreasonable. (Snowney v. Harrah’s Entertainment, Inc. (2005) 35 Cal.4th 1054, 1062 (Snowney).) “On review, the question of jurisdiction is, in essence, one of law.” (Dorel Industries, Inc. v. Superior Court (2005) 134 Cal.App.4th 1267, 1273.) If there is a conflict in the evidence, we review the trial court’s factual determinations for substantial evidence; but even where there is a conflict, we review independently the trial court’s conclusions as to the legal significance of the facts. If there is no conflict in the evidence, our review of the jurisdictional question is de novo. (Ibid.)
Here, the parties dispute the standard of review to apply because they disagree whether there is a conflict in the evidence. The Hollanders argue that we apply a de novo standard because they do not dispute the London Companies’ declarations, and their own evidence does not contradict those declarations. The London Companies argue the substantial evidence standard applies because the Hollanders’ evidence in fact contradicts their declarations. We conclude that under either standard of review, the London Companies prevail on appeal because even assuming the Hollanders’ evidence is undisputed and subject to de novo review, that evidence failed to meet their burden of establishing jurisdiction.
B. Exercise of Jurisdiction
In particular, to establish jurisdiction, the Hollanders rely on the numerous facts connecting Syndicate 1209, which insured LA Packing, to the London entities. They further argue under the representative services doctrine and principles of agency and alter ego jurisdiction is proper, relying on connectedness between Lambourne, Stocker and others at XL Services to XL Capital, Ltd. and XL Specialty under the Fine Art & Specie brand, the issuer of the Hollanders’ policy. We find these facts insufficient to confer either general or specific jurisdiction.
California’s long-arm statute permits the exercise of jurisdiction “on any basis not inconsistent with the Constitution of this state or of the United States.” (Code of Civ. Proc., § 410.10.) Constitutionally, California courts may exercise personal jurisdiction over nonresidents who have “minimum contacts” with the state. Minimum contacts exist where the relationship between the resident and the forum state is such that the exercise of jurisdiction does not offend “traditional notions of fair play and substantial justice” under the due process clause. (Internat. Shoe Co. v. Washington (1945) 326 U.S. 310, 316 [66 S.Ct. 154].)
1. General Jurisdiction
Personal jurisdiction is either general or specific. If the defendant’s forum-related contacts are extensive and wide-ranging, or substantial, continuous and systematic, the defendant may be subject to the court’s general jurisdiction. (Boaz v. Boyle & Co. (1995) 40 Cal.App.4th 700, 717.) In the case of general jurisdiction, the claims at issue need not be connected with the defendant’s business relationship to the forum. Instead, the defendant is subject to the California court’s jurisdiction for all causes of action raised against it. (Vons Companies, Inc. v. Seabest Foods, Inc. (1996) 14 Cal.4th 434, 445 (Vons Companies, Inc.).) Factors to consider in evaluating whether general jurisdiction exists are whether the defendant makes sales, engages in business in the state, serves the state’s markets, designates an agent for service of process, holds a license, or is incorporated in the forum state. (Elkman v. National States Ins. Co. (2009) 173 Cal.App.4th 1305, 1315 (Elkman).)
Here, there is no general jurisdiction based on the conduct of the London Companies’ business in California. It is undisputed that the London Companies have not registered, been licensed or qualified to do business in California; did not own or rent offices in California; had not paid income tax in California; did not have a registered agent for service of process in California; did not have officers or directors who resided in California; did not own real estate or have bank accounts in California; and had not solicited any business in the United States. (Elkman, supra, 173 Cal.App.4th at pp. 1317–1318 [where several hundred California residents remitted premium payments to the insurer, the court found no general jurisdiction because the defendant insurer, a Missouri corporation, did not have a license to do business in California, did not have an office or bank account in California, did not have any licensed agents in California to sell its products, did no advertising in California and did not have permission to deliver its products in California].)
However, even under vicarious principles of jurisdiction, which include theories of alter ego, agency, and the representative services doctrine, the Hollanders have not met their burden of establishing that the London Companies, through related XL entities, have engaged in a continuous and systematic business in California. Under these theories, the jurisdictional analysis bypasses the foreign corporation’s direct minimum contacts and the contacts are instead imputed through the presence of the local agent through whom the foreign corporation acts. (F. Hoffman-La Roche, Ltd. v. Superior Court (2005) 130 Cal.App.4th 782, 796 (F. Hoffman-La Roche).) We address these theories:
Alter ego is a method by which the corporate form will be disregarded where (1) there is such a unity of interest and ownership between the corporation and its equitable owner such that the separate personalities of the corporation and the equitable owner in reality do not exist; and (2) there is an equitable result in treating the acts of the corporation as those of the corporation alone. (Sonora Diamond Corp. v. Superior Court (2000) 83 Cal.App.4th 523, 538 (Sonora).) Factors to consider in applying the doctrine include commingling of funds and other assets of the two entities; ostensible liability of one entity for the debt of another; identical ownership of the two entities; use of the same offices and employees; inadequate capitalization; disregard of corporate formalities; and identical directors and officers. (Id. at pp. 538–539.) Here, the Hollanders have not established any of the factors of the alter ego doctrine based upon activities of the nonparty alleged subsidiary, Syndicate 1209, or XL Capital, Ltd. and XL Specialty (though the XL Fine Art & Specie brand). Aside from some overlap of the employees of the alleged parents or controlling entities (XLLM and XL Services), none of the other factors supporting a disregard of Syndicate 1209’s separate identity or XL Capital’s and XL Specialty’s corporate forms have been shown. There is no evidence of commingling of funds, identical ownership, liability of one for the debt of another, inadequate capitalization, or disregard of corporate formalities.
The Hollanders rely on Tran v. Farmers Group, Inc. (2002) 104 Cal.App.4th 1202, to establish that Syndicate 1209, XL Capital, Ltd. and XL Specialty (though the XL Fine Art & Specie brand) were the alter egos of the London Companies for purposes of establishing personal jurisdiction over them in California. Aside from the fact Tran did not address the issue of personal jurisdiction, the entities at issue there were members of a reciprocal insurance group (an interinsurance exchange), which is an unincorporated business organization made up of subscribers and managed by an attorney in fact. (Id. at p. 1210.) Tran considered whether the attorney-in-fact could be liable for breach of the covenant of good faith and fair dealing under the insurance contract, and concluded it could if the insured could establish the conditions for “alter ego” or “single enterprise.” (Id. at pp. 1206, 1218–1220.) For this reason, Tran adds nothing to our analysis of the application of the alter ego doctrine to the establishment of personal jurisdiction in the instant case.
The use of agency as a means of establishing general jurisdiction considers factors similar to the alter ego doctrine, but the analysis is different: In the case of agency, the corporate identity is preserved, but the principal is held for the acts of the agent. (F. Hoffman-La Roche, Inc., supra, 130 Cal.App.4th at p. 797.) Agency is established where the entity for whom the work is performed has the right to control the activities of the alleged agent. Agency in the context of jurisdictional analysis requires more than mere ownership or control, however. Normally, control is shown where there is a close financial connection between the parent and its subsidiary, and there is a degree of direction and management exercised by the parent over the subsidiary. However, “[i]t must veer into management by the exercise of control over the internal affairs of the subsidiary and the determination of how the company will be operated on a day-to-day basis.” (Ibid.) The degree of control exercised by the parent over the subsidiary must reflect the parent’s purposeful disregard of the subsidiary’s independent corporate existence. (Sonora, supra, 83 Cal.App.4th at p. 542.) Further, in the absence of fraud or injustice, courts will treat the parent and subsidiary as separate entities for purposes of jurisdictional analysis. (F. Hoffman-La Roche, supra, at p 797.) Here, the Hollanders have failed to establish, aside from their bare assertion that such control exists, that the alleged principals, XLLM and XL Services exercised such a degree of control over nonparty Syndicate 1209, XL Capital, Ltd. and XL Specialty (though the XL Fine Art & Specie brand), such that they disregarded the entities’ separate form or organization.
Finally, the representative services doctrine confers general jurisdiction where the “local subsidiary performs a function that is compatible with, and assists the parent in the pursuit of, the parents own business, but the doctrine does not support jurisdiction where the parent is merely a holding company whose only business pursuit is the investment in the subsidiary.” Where the parent uses the subsidiary to do what it otherwise could do itself, it has purposefully availed itself of the forum state, and jurisdiction is proper. (Sonora, supra, 83 Cal.App.4th at p. 543.) Here, the Hollanders have failed to establish that XLLM and XL Services used Syndicate 1209, XL Capital, Ltd. or XL Specialty (through the XL Fine Art & Specie brand) to transact the type of business in California that XLLM and XL Services could transact on their own because the undisputed facts show that none of the London Companies sold insurance. Syndicate 1209, XL Capital, Ltd. and XL Specialty (through the XL Fine Art & Specie brand) therefore did not perform a function that was compatible with or assisted the London Companies in the pursuit of their business.
For these reasons, A.I.U. Ins. Co. v. Superior Court (1986) 177 Cal.App.3d 281, upon which the Hollanders rely, is distinguishable because there, the foreign corporation actually issued insurance. In A.I.U., a Bermuda insurance company with no offices or other contacts in California sought to avoid jurisdiction by issuing insurance through a system where by insureds purchased shares in the Bermuda corporation; three of its shareholders were major oil companies headquartered in California. (Id. at pp. 285–286.) Jurisdiction was proper because the Bermuda company had received over $145 million in premiums for insuring these three California-based companies. (Id. at p. 291.)
2. Specific Jurisdiction
Specific personal jurisdiction, on the other hand, may exist if the defendant’s forum-related activities are not so pervasive as to justify an exercise of general jurisdiction. Specific jurisdiction results when the defendant’s contacts with the forum state are sufficient to subject the defendant to suit in the forum on a cause of action related to or arising out of those contacts. (Sonora, supra, 83 Cal.App.4th at p. 536.) Whether jurisdiction exists turns on the quality and nature of the defendant’s activities in the forum related to a particular cause of action. (Cornelison v. Chaney (1976) 16 Cal.3d 143, 147–148 (Cornelison).) We therefore consider the relationship between the defendant, the forum, and the litigation. (Snowney, supra, 35 Cal.4th at p. 1062.)
We will find specific jurisdiction where (1) the defendant has purposefully availed himself or herself of doing business in the state; (2) the controversy at issue arises from or is related to the defendant’s forum-related contact; and (3) assertion of jurisdiction would be reasonable. (Pavlovich v. Superior Court (2002) 29 Cal.4th 262, 269 (Pavlovich); Burger King Corp. v. Rudzewicz (1985) 471 U.S. 462, 477–478 [105 S.Ct. 2174] (Burger King Corp).)
A. Purposeful Availment
“‘Purposeful availment’” occurs where a nonresident defendant purposefully directs its activities at the residents of the forum, purposefully derives benefit from its activities in the forum, creates a substantial connection with the forum, deliberately engages in substantial activities in the forum, or creates continuing obligations between itself and residents of the forum. (See Burger King Corp., supra, 471 U.S. at pp. 471–478.) By limiting the scope of a forum’s jurisdiction in this manner, the purposeful availment requirement ensures that a defendant will not be haled into a jurisdiction as a result of random, fortuitous, or attenuated contacts. (Id. at p. 475.) The purposeful availment requirement focuses on the defendant’s intentions. “‘This prong is only satisfied when the defendant purposefully and voluntarily directs his activities toward the forum so that he should expect, by virtue of the benefit he receives, to be subject to the court’s jurisdiction based on’ his contacts with the forum. [Citation.]” (Pavlovich, supra, 29 Cal.4th at p. 269.)
Applying these factors here, in Elkman, the court held that an insurer does not subject itself to specific personal jurisdiction based solely upon its acceptance of premium payments from the forum state and its processing and payment of claims submitted by insureds. (Elkman, supra, 173 Cal.App.4th at p. 1318.) Elkman concluded that the insurer had not solicited the insurance in California because it was not licensed or authorized to do so, and therefore the mere payment of premiums was insufficient to establish jurisdiction. (Ibid.) Furthermore, it was the unilateral act of its insureds in moving to California that had generated the insurer’s contacts with the state; thus, the insurer did not “purposefully avail itself” of forum benefits such that it should be subject to jurisdiction. (Id. at p. 1321.)
Here, there is no evidence the London Companies purposefully availed themselves of the California forum through their underwriting or servicing activities performed for Syndicate 1209 or XL Capital, Ltd. and XL Specialty (though the XL Fine Art & Specie brand). First, Syndicate 1209 and XL Specialty, under the XL Fine Art & Specie brand, rather than the London Companies, chose to sell their insurance product in the forum. Second, the London Companies were merely performing underwriting and other services for the Syndicate 1209 or XL Capital, Ltd. and XL Specialty (though the XL Fine Art & Specie brand), and did not direct their activities at California, nor did they receive a direct benefit from the state through their indirect contacts.
Furthermore, “[t]he mere ownership of a subsidiary does not subject a nonresident parent company to specific personal jurisdiction based upon the subsidiary’s forum contacts. Ownership of a subsidiary alone does not constitute purposeful availment. Rather, purposeful availment requires some manner of deliberately directing the subsidiary’s activities in, or having a substantial connection with, the forum state.” (HealthMarkets, Inc. v. Superior Court (2009) 171 Cal.App.4th 1160, 1169 (HealthMarkets); Pavlovich, supra, 29 Cal.4th at p. 268–269.) In the case of specific jurisdiction, some courts have held that principles of alter ego, agency, and “‘representative services’” may also justify the exercise of special jurisdiction over a nonresident defendant. (HealthMarkets, supra, 171 Cal.App.4th at p. 1169.) Here, as discussed above in connection with these theories under general jurisdiction, there is no evidence that XLLM or XL Services directed that insurance policies be sold in California, or directed or controlled the conduct of Syndicate 1209 or XL Capital, Ltd. and XL Specialty (though the XL Fine Art & Specie brand) in the sale of product in California.
However, in Anglo Irish and HealthMarkets, the courts concluded that reliance on state law of agency and alter ego to determine the constitutional limits of specific personal jurisdiction was an imprecise substitute for the appropriate jurisdictional question, which was whether the defendant has purposefully directed activities in the forum state by causing a separate person or entity to engage in forum contacts. (HealthMarkets, supra, 171 Cal.App.4th at p. 1170; Anglo Irish Bank Corp., PLC v. Superior Court (2008) 165 Cal.App.4th 969, 983 (Anglo Irish).)
B. Controversy Arising from Forum Contact
A controversy is related to or arises out of a defendant’s forum contacts where there is a substantial connection between the forum contacts and the plaintiffs’ claim. (Vons Companies, Inc., supra, 14 Cal.4th at p. 453.) However, “A claim need not arise directly from the defendant’s forum contacts in order to be sufficiently related to the contact to warrant the exercise of specific jurisdiction. Rather, as long as the claim bears a substantial connection to the nonresident’s forum contacts, the exercise of specific jurisdiction is appropriate.” (Id. at p. 452) We consider not only the conduct affecting the plaintiff, but also the broader course of conduct of which it is a part. (Anglo Irish, supra, 165 Cal.App.4th at p. 979.)
Here, the controversy arises from the issuance of an insurance policy to California residents, a loss that occurred in California, allegedly improper handling of the claim, and a cancellation of the policy. None of these facts relate to underwriting, premium collection, or other servicing activities the London Companies allegedly engaged in. Furthermore, putting aside the London Companies’ attenuated connection to the other XL defendants in this action, we stress that Syndicate 1209, who is not a defendant in this action, was not the Hollanders’ insurer. Thus, the coincidence of its issuance of a policy to L.A. Packing and the Hollanders’ dispute with L.A. Packing cannot be used to and does not satisfy the controversy test under Burger King Corp., supra, 471 U.S. at pp. 477–478.
C. Reasonableness of Jurisdiction
Factors related to the determination of whether an exercise of specific jurisdiction is reasonable include the burden on the defendant to defend herself in California, the interest of the forum state, and the plaintiff’s interest in obtaining relief. (Cornelison, supra, 16 Cal.3d at p. 150–151.) “These considerations sometimes serve to establish the reasonableness of jurisdiction upon a lesser showing of minimum contacts than would otherwise be required.... On the other hand, where a defendant who purposefully has directed his activities at forum residents seeks to defeat jurisdiction, he must present a compelling case that the presence of some other considerations would render jurisdiction unreasonable.” (Burger King Corp., supra, 471 U.S. at p. 477.) The intensity of the defendant’s contacts with the state and the reasonableness of the exercise of jurisdiction are inversely related: the stronger the contacts, the more reasonable an exercise of jurisdiction becomes; the stronger the showing of reasonableness, the lesser the degree of contacts need be shown to establish purposeful availment. (Ibid.)
Here, the facts do not establish that the London Companies had pervasive contacts with California. On the contrary, they had no offices or other business contacts in the state. The only connection shown here is through one policy issued by Syndicate 1209, and the policy issued to the Hollanders through XL Specialty. Based upon these very limited contacts, the burden on these defendants to appear in California is high; California as a forum state has little interest in resolving the dispute as to the London Companies given the limited contacts; the Hollanders already have before the court the primary insurer, XL Specialty and the parent XL Capital, Ltd., thus lessening their interest obtaining relief from the London Companies in California; and given the limited contacts, the judicial systems’ interest in resolving this dispute in California would expend unnecessary resources. We therefore find an exercise of jurisdiction over the London Companies unreasonable.
DISPOSITION
The order of the superior court is affirmed. Respondents are to recover their costs on appeal.
We concur: MALLANO, P. J. ROTHSCHILD, J.
The Hollanders’ reliance on Delos v. Farmers Group, Inc. (1979) 93 Cal.App.3d 642 for a similar proposition is also misplaced. Delos did not involve personal jurisdiction, but held that an attorney-in-fact for an interinsurance exchange was subject to liability for breach of the common law covenant of good faith and fair dealing, even though it was not a party to the insurance contract. (Id. at pp. 650–652.) Aside from the fact that our case does not involve an interinsurance exchange, the holding in Delos, without more, does not compel the result that XL Capital, Ltd. and XL Specialty or related entities were the agents or alter egos of the London Companies.