Checker Motors Corp. v. Superior Court

In Checker Motors Corp. v. Superior Court (1993) 13 Cal.App.4th 1007, an out-of-state corporation and partnership formed Checker Holding Corporation (CHC), a Delaware holding company, for the purpose of recruiting investors for a "leveraged buyout" of Checker Motors Company, a publicly held New Jersey corporation headquartered in Michigan. Through a securities broker, CHC recruited California investors and persuaded a California insurance company, Executive Life Insurance Company of California (ELIC), to invest in Checker Motors Co., L.P. (Checker LP), a Delaware limited partnership and newly formed private entity that was set up to operate the former Checker Motors Company. (Checker, supra, 13 Cal.App.4th at pp. 1011-1012.) ELIC ran into financial hardship and was placed in conservatorship by the California Insurance Commissioner. Petitioners, who were partners in the new Checker LP, notified ELIC that the conservatorship order constituted a default under its investment agreement and moved to freeze ELIC's assets. (Checker, supra, 13 Cal.App.4th at p. 1012.) They then filed an action against ELIC in Delaware, but the insurance commissioner objected that jurisdiction properly belonged in California. When the commissioner sought to add petitioners as parties to the conservatorship proceeding, they moved to quash service of summons on the ground they had no minimum contacts with California. (Id. at pp. 1013-1014.) The trial court denied the motion and the Court of Appeal affirmed. Noting that petitioners formed CHC as a transparent vehicle for engaging in a number of purposeful acts in California, such as soliciting investors and negotiating agreements, the Checker court concluded it would have to "endorse a corporate shell game" to allow petitioners to avoid jurisdiction through the simple expedient of forming a holding company to do their dirty work. Such a result, the court held, "is neither compelled by legal principle nor justified as good policy." (Checker, supra, 13 Cal.App.4th at p. 1020.)