Case 2:22-cv-00280-RWS-RSP Document 25 Filed 12/19/22 Page 1 of 25 PageID #: 365
`
`IN THE UNITED STATES DISTRICT COURT
`FOR THE EASTERN DISTRICT OF TEXAS
`MARSHALL DIVISION
`
`
`
`
`
`
`
`
`
`Plaintiff,
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`Defendants.
`
`
`AX WIRELESS LLC,
`
`
`
`v.
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`LENOVO GROUP LIMITED,
`
`
`
`
`
`
`
`Civil Action No. 2:22-cv-280-JRG-RSP
`
`JURY TRIAL DEMANDED
`
`
`DEFENDANT’S MOTION TO DISMISS FOR LACK OF PERSONAL JURISDICTION
`AND MOTION TO DISMISS DIRECT INFRINGEMENT CLAIMS
`
`
`
`
`

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`Case 2:22-cv-00280-RWS-RSP Document 25 Filed 12/19/22 Page 2 of 25 PageID #: 366
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`TABLE OF CONTENTS
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`Page
`INTRODUCTION .............................................................................................................1
`
`FACTUAL BACKGROUND ............................................................................................3
`
`I.
`
`II.
`
`III.
`
`LEGAL STANDARDS .....................................................................................................4
`
`
`
`
`
`Personal Jurisdiction ..............................................................................................4
`
`The Pleading Standard ...........................................................................................6
`
`IV.
`
`THERE IS NO PERSONAL JURISDICTION OVER LGL .............................................7
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`
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`
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`There Is No General Jurisdiction Over LGL .........................................................7
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`There Is No Specific Jurisdiction Over LGL .........................................................8
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`1.
`
`2.
`
`LGL Has Not Purposefully Directed Activities at Texas ..........................8
`
`Lenovo US’s and Motorola’s Actions Cannot Be
`Imputed to LGL .......................................................................................11
`
`It Would Offend Traditional Notions of Fair Play and
`Substantial Justice to Subject LGL to Personal Jurisdiction in
`Texas ....................................................................................................................15
`
`V.
`
`THE CLAIMS FOR DIRECT INFRINGEMENT SHOULD BE
`DISMISSED ....................................................................................................................17
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`VI.
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`CONCLUSION ................................................................................................................17
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`CERTIFICATE OF SERVICE ....................................................................................................20
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`
`
`
`
`i
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`Case 2:22-cv-00280-RWS-RSP Document 25 Filed 12/19/22 Page 3 of 25 PageID #: 367
`
`TABLE OF AUTHORITIES
`
`
`
`Page(s)
`
`Cases
`
`3G Licensing, S.A. v. Lenovo Grp. Ltd.,
`No. 17-84-LPS, 2019 WL 3974539 (D. Del. Aug. 22, 2019) (dismissing LGL
`with prejudice), report and recommendation adopted, No. 17-84-LPS, 2019
`WL 7635823 (D. Del. Sept. 19, 2019) ............................................................................ passim
`
`ACQIS LLC v. Lenovo Grp. Ltd.,
`572 F. Supp. 3d 291 (W.D. Tex. 2021)..............................................................................13, 14
`
`AFTG-TG, LLC v. Nuvoton Tech. Corp.,
`689 F.3d 1358 (Fed. Cir. 2012)..................................................................................................4
`
`Andra Grp., LP v. Victoria’s Secret Stores, L.L.C.,
`6 F.4th 1283 (Fed. Cir. 2021) ............................................................................................11, 12
`
`Androphy v. Smith & Nephew, Inc.,
`31 F. Supp. 2d 620 (N.D. Ill. 1998) .........................................................................................15
`
`Asahi Metal Indus. Co. v. Super. Ct. of Cal.,
`480 U.S. 102 (1987) ...................................................................................................5, 8, 15, 16
`
`B/E Aerospace, Inc. v. Zodiac Aerospace,
`No. 2:16-cv-01417-JRG-RSP, 2018 WL 7140299 (E.D. Tex. Nov. 30, 2018)
`report and recommendation adopted, No. 2:16-cv-01417-JRG-RSP, 2019 WL
`354883 (E.D. Tex. Jan. 28, 2019). ...................................................................................2, 9, 14
`
`Bell Atl. Corp. v. Twombly,
`550 U.S. 544 (2007) ...................................................................................................................6
`
`Black v. Acme Mkts., Inc.,
`564 F.2d 681 (5th Cir. 1977) ...................................................................................4, 12, 13, 14
`
`Bristol-Meyers Squibb Co. v. Super. Ct.,
`137 S. Ct. 1773 (2017) ...............................................................................................................5
`
`Burger King Corp. v. Rudzewicz,
`471 U.S. 462 (1985) .................................................................................................................16
`
`Daimler AG v. Bauman,
`571 U.S. 117 (2014) ...........................................................................................................5, 7, 8
`
`ii
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`Case 2:22-cv-00280-RWS-RSP Document 25 Filed 12/19/22 Page 4 of 25 PageID #: 368
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`TABLE OF AUTHORITIES (cont’d)
`
`Davlyn Mfg. Co. v. H&M Auto Parts, Inc.,
`414 F. Supp. 2d 523 (E.D. Pa. 2005) .........................................................................................9
`
`Page(s)
`
`Fellowship Filtering Techs., LLC v. Alibaba.com, Inc.,
`No. 2:15-cv-2049-JRG, 92016 WL 6917272 (E.D. Tex. Sept. 1, 2016); ...............................11
`
`Freescale Semiconductor, Inc. v. Amtran Tech. Co.,
`No. A-12-CV-644-LY, 2014 WL 1603665 (W.D. Tex. Mar. 19, 2014) .....................6, 8, 9, 11
`
`Freres v. SPI Pharma, Inc.,
`629 F. Supp. 2d 374 (D. Del. 2009) .........................................................................................15
`
`Freudensprung v. Offshore Tech. Servs., Inc.,
`379 F.3d 327 (5th Cir. 2004) .............................................................................................11, 12
`
`Goodyear Dunlop Tires Operations, S.A. v. Brown,
`564 U.S. 915 (2011) ...................................................................................................................5
`
`Hargrave v. Fibreboard Corp.,
`710 F.2d 1154 (5th Cir. 1983) .................................................................................................11
`
`Inamed Corp. v. Kuzmak,
`249 F.3d 1356 (Fed. Cir. 2001)..................................................................................................5
`
`Int’l Shoe Co. v. Washington,
`326 U.S. 310 (1945) ...................................................................................................................5
`
`Interactive Toybox, LLC v. Walt Disney Co.,
`No. 1:17-CV-1137-RP, 2018 WL 5284625 (W.D. Tex. Oct. 24, 2018) ..................................12
`
`LG Elecs., Inc. v. ASKO Appliances, Inc.,
`No.08-828 (JAP), 2009 WL 1811098 (D. Del. June 23, 2009) ...............................................15
`
`Lloyd’s Syndicate 457 v. Am. Glob. Mar. Inc.,
`346 F. Supp. 3d 908 (S.D. Tex. 2018) .....................................................................................12
`
`Monkton Ins. Servs., Ltd. v. Ritter,
`768 F.3d 429 (5th Cir. 2014) .....................................................................................................5
`
`Patent Rts. Prot. Grp., LLC v. Video Gaming Techs., Inc.,
`603 F.3d 1364 (Fed. Cir. 2010)................................................................................................15
`
`Soverain IP, LLC v. AT&T, Inc.,
`No. 2:17-CV-00293-RWS-RSP, 2017 WL 5126158 (E.D. Tex. Oct. 31, 2017) .....................12
`
`iii
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`Case 2:22-cv-00280-RWS-RSP Document 25 Filed 12/19/22 Page 5 of 25 PageID #: 369
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`TABLE OF AUTHORITIES (cont’d)
`
`Stingray IP Sols., LLC v. TP-Link Techs. Co., Ltd.,
`No. 2:21-cv-00045-JRG, 2022 WL 17357774 (E.D. Tex. Oct. 13, 2022) ...................... passim
`
`Page(s)
`
`Valley Dynamo L.P. v. Warehouse of Vending & Games,
`168 F. Supp. 2d 616 (N.D. Tex. 2001) ......................................................................................4
`
`Walden v. Fiore,
`571 U.S. 277 (2014) ...............................................................................................................5, 6
`
`Xilinx, Inc. v. Papst Licensing GmhH & Co., KG,
`848 F.3d 1346 (Fed. Cir. 2017)..................................................................................................4
`
`Statutes
`
`35 U.S.C. § 271(a) .........................................................................................................................17
`
`35 U.S.C. § 271(g) .........................................................................................................................17
`
`Other Authorities
`
`Federal Rule of Civil Procedure 8(a)(2) ..........................................................................................6
`
`Federal Rule of Civil Procedure 12(b)(2) ........................................................................................1
`
`Federal Rule of Civil Procedure 12(b)(6) ..............................................................................1, 6, 14
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`
`
`iv
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`
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`I.
`
`INTRODUCTION
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`Defendant Lenovo Group Limited (“LGL”) is a holding company based in Hong Kong.
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`LGL has no employees, assets, or operations in the United States. It neither makes nor sells
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`anything, anywhere—much less in Texas—and therefore plays no role in putting any products
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`into the stream of commerce. Thus, it would be neither fair nor reasonable for this Court to
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`exercise personal jurisdiction over LGL. In suing a foreign company that has no United States
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`presence and is not responsible for the products accused of infringement, Plaintiff AX Wireless
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`LLC’s (“AX Wireless”) ignores jurisdictional and venue requirements. And since AX Wireless
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`fails to plausibly allege that LGL committed any acts of alleged infringement in the United
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`States, it also cannot state a claim for direct infringement. Accordingly, LGL respectfully moves
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`to dismiss under Federal Rule of Civil Procedure 12(b)(2) and 12(b)(6).
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`Because LGL does not conduct operations in the United States, AX Wireless attempts to
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`establish jurisdiction exclusively through the activities of non-parties under a rejected stream of
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`commerce theory. AX Wireless alleges that, through unidentified non-parties, LGL “introduces
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`infringing products and services into the stream of commerce” and “directly, through, or in
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`consort with” unidentified “subsidiaries, affiliates, or intermediaries,” sells, offers for sale,
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`imports, and markets infringing products “within the State of Texas and this District.” Dkt. 1 at
`
`¶ 6, 9. But those threadbare allegations are false and expressly controverted by LGL’s declarant.
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`LGL, a holding company, does not itself make or sell anything, anywhere, nor does it control the
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`importation and sales of the accused products in the United States by separate non-party entities.
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`This Court has previously considered and rejected a theory of specific personal
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`jurisdiction resting on an allegation that a foreign defendant simply places “products into the
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`stream of commerce—in Asia—and thereafter through a non-party U.S. distributor” into Texas.
`
`Stingray IP Sols., LLC v. TP-Link Techs. Co., Ltd., No. 2:21-cv-00045-JRG, 2022 WL
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`1
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`

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`
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`17357774, at *8 (E.D. Tex. Oct. 13, 2022); see Dkt. 1 at ¶¶ 5-9. This case presents even more
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`compelling facts for a finding of no personal jurisdiction. Unlike the foreign defendants in
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`Stingray, here LGL is a mere holding company that does not itself put any accused products into
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`the stream of commerce in Asia or anywhere. For this reason, the District of Delaware held that
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`LGL—the sole defendant at issue here—“could not be subject to personal jurisdiction based on
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`the stream of commerce theory.” 3G Licensing, S.A. v. Lenovo Grp. Ltd., No. 17-84-LPS, 2019
`
`WL 3974539, at *6 (D. Del. Aug. 22, 2019) (dismissing LGL with prejudice), report and
`
`recommendation adopted, No. 17-84-LPS, 2019 WL 7635823 (D. Del. Sept. 19, 2019) (Stark,
`
`J.); see also B/E Aerospace, Inc. v. Zodiac Aerospace, No. 2:16-cv-01417-JRG-RSP, 2018 WL
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`7140299, at *5 (E.D. Tex. Nov. 30, 2018) (dismissing “holding companies” that “do not make or
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`sell anything” for lack of personal jurisdiction), report and recommendation adopted, No. 2:16-
`
`cv-01417-JRG-RSP, 2019 WL 354883 (E.D. Tex. Jan. 28, 2019).
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`The parties that actually import and sell the accused products in the United States are
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`non-parties Lenovo (United States) Inc. (“Lenovo US”) and Motorola Mobility LLC
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`(“Motorola”). Because venue here would be improper over the correct parties, AX Wireless
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`deliberately does not name those entities. AX Wireless should not be permitted to manipulate
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`venue before this Court through the gamesmanship of naming the wrong parties. Dismissal here
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`is both proper and just, as AX Wireless can sue Lenovo US and Motorola in accord with proper
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`jurisdictional and venue requirements.1
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`1 For example, in 3G Licensing, cited above, LGL was dismissed for lack of personal
`jurisdiction, but Delaware entities Lenovo US and Motorola remained as defendants.
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`2
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`

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`
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`II.
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`FACTUAL BACKGROUND
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`In late 2021, AX Wireless obtained the asserted patents from a third party. Ex. 12
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`Shortly thereafter, it registered as an LLC listing an address in Austin, Texas. Ex. 2. Then on
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`the same day in 2022, AX Wireless filed three infringement suits in the EDTX. Dkt. 1.
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`AX Wireless alleges that it provided LGL notice of the patents via a January 27, 2022,
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`letter. Id. at ¶ 34. Tellingly, that letter was mailed to non-party Lenovo US’s headquarters in
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`Morrisville, North Carolina, and not to LGL. Ex. 3. AX Wireless asserts infringement by
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`certain products sold in the United States by non-parties Lenovo US (e.g., the Lenovo ThinkPad
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`X13 laptop) and Motorola (e.g., the Motorola Moto G100 smartphone). See Dkt. 1, Appendix A
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`(the “Accused Instrumentalities”).
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`LGL is a holding company headquartered in Hong Kong. See Declaration of Adrian
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`Chim (“Chim Decl.”) at ¶¶ 2-3. LGL does not play any role in putting the accused products into
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`the stream of commerce. Id. at ¶ 3. As a holding company, LGL does not design, make, sell, or
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`import any products, anywhere. LGL neither operates in Texas nor elsewhere in the United
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`States. Id. at ¶ 4-5. LGL is not registered to do business and does not do any business in Texas
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`or anywhere else in the United States. Id. at ¶ 4. It has no offices, place of business, employees,
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`real estate (either owned or leased), bank accounts, or any other assets in Texas or elsewhere in
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`the United States. Id. It also does not conduct any marketing or advertising in, or directed
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`toward, Texas. Id. at ¶ 6.
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`Non-party Lenovo US, on the other hand, is incorporated in Delaware and headquartered
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`in Morrisville, North Carolina. See Ex. 4. Lenovo US purchases Lenovo-branded products
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`overseas and then imports and sells them in the United States. Non-party Motorola is organized
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`2 All Exhibits are attached to the Declaration of Edward J. Mayle, filed herewith.
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`3
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`

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`
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`in Delaware and headquartered in Chicago, Illinois. See Ex. 5. Motorola purchases Motorola-
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`branded products overseas and then imports and sells them in the United States. LGL is not
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`involved in the daily operations of Lenovo US or Motorola related to the manufacturing, use,
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`sale, offer for sale, marketing, distribution, or importation of the accused products in the United
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`States. See Chim Decl. at ¶¶ 6-8. LGL, Lenovo US, and Motorola are independently operated as
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`separate entities, with each responsible for paying its own wages and salaries, each with its own
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`officers and directors, each filing separate tax returns, and each managing its own separate, daily
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`operations. Id. at ¶¶ 6-11.
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`III. LEGAL STANDARDS
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`
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`Personal Jurisdiction
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`As Plaintiff, AX Wireless has the burden of establishing a prima facie case to show that
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`this Court has personal jurisdiction. AFTG-TG, LLC v. Nuvoton Tech. Corp., 689 F.3d 1358,
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`1360 (Fed. Cir. 2012). In making that determination, “[a]llegations of the plaintiff’s complaint
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`are taken as true except to the extent that they are contradicted by defendant’s affidavits.” Valley
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`Dynamo L.P. v. Warehouse of Vending & Games, 168 F. Supp. 2d 616, 619 (N.D. Tex. 2001);
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`see also, Black v. Acme Mkts., Inc., 564 F.2d 681, 683 n.3 (5th Cir. 1977).
`
`“Determining whether jurisdiction exists over an out-of-state defendant involves two
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`inquiries: whether a forum state’s long-arm statute permits service of process and whether
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`assertion of personal jurisdiction violates due process.” Xilinx, Inc. v. Papst Licensing GmhH &
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`Co., KG, 848 F.3d 1346, 1352-53 (Fed. Cir. 2017) (citation omitted). In patent cases, Federal
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`Circuit law applies to personal jurisdiction “because the jurisdictional issue is intimately
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`involved with the substance of the patent laws.” Id. at 1352 (citation omitted). “However, the
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`Fifth Circuit relies on the same analysis as the Federal Circuit in deciding whether personal
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`jurisdiction exists.” Stingray, 2022 WL 17357774, at *1.
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`4
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`
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`Where, as here, the long-arm statute of Texas extends to the limits of federal due process,
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`determining whether jurisdiction exists over an out-of-state defendant reduces to the issue of
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`“whether jurisdiction comports with due process.” Inamed Corp. v. Kuzmak, 249 F.3d 1356,
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`1360 (Fed. Cir. 2001). The due process analysis focuses on the number and nature of a
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`defendant’s contacts with the forum to determine if the defendant has sufficient “minimum
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`contacts” such “that the maintenance of the suit does not offend traditional notions of fair play
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`and substantial justice.” Int’l Shoe Co. v. Washington, 326 U.S. 310, 316 (1945) (citation
`
`omitted).
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`General jurisdiction is “’all-purpose’ jurisdiction”; it allows a court to hear any claim
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`against a defendant even if all the incidents underlying the claim occurred in a different state.
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`Bristol-Meyers Squibb Co. v. Super. Ct., 137 S. Ct. 1773, 1779-80 (2017) (citation omitted).
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`Only a limited set of circumstances will render a defendant amenable to general jurisdiction
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`there. Id. Indeed, it is “incredibly difficult to establish general jurisdiction in a forum other than
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`the place of incorporation or principal place of business” of a defendant. Monkton Ins. Servs.,
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`Ltd. v. Ritter, 768 F.3d 429, 432 (5th Cir. 2014).
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`In contrast, specific jurisdiction must be “conduct-linked,” i.e., the plaintiff’s suit must
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`itself arise out of or relate to the defendant’s forum contacts. Daimler AG v. Bauman, 571 U.S.
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`117, 122, 136-39 (2014); Asahi Metal Indus. Co. v. Super. Ct. of Cal., 480 U.S. 102, 112-13
`
`(1987). Specific jurisdiction is “confined to adjudication of issues deriving from, or connected
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`with, the very controversy that establishes jurisdiction.” Goodyear Dunlop Tires Operations,
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`S.A. v. Brown, 564 U.S. 915, 919 (2011). The underlying controversy “must arise out of contacts
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`that the ‘defendant [itself]’ creates with the forum.” Walden v. Fiore, 571 U.S. 277, 277 (2014).
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`5
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`
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`And the contacts “must be analyzed with regard to the defendant’s contacts with the forum itself,
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`not with persons residing there.” Id.
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`The Federal Circuit applies a three-prong test to determine whether specific jurisdiction
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`exists: (1) “whether the defendant purposefully directed activities at residents of the forum”; (2)
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`“whether the claim arises out of or relates to those activities”; and (3) “whether assertion of
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`personal jurisdiction is reasonable and fair.” Freescale Semiconductor, Inc. v. Amtran Tech. Co.,
`
`No. A-12-CV-644-LY, 2014 WL 1603665, at *4 (W.D. Tex. Mar. 19, 2014) (citing Nuance
`
`Commc’ns, Inc. v. Abbyy Software House, 626 F.3d 1222, 1231 (Fed. Cir. 2010)). “The plaintiff
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`has the burden of proving parts one and two of the test; the burden then shifts to the defendant to
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`prove that personal jurisdiction is unreasonable.” Id. (citing Grober v. Mako Prods., 686 F.3d
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`1335, 1346 (Fed. Cir. 2012)). A defendant may defeat the exercise of personal jurisdiction by
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`presenting “a compelling case that the presence of some other considerations would render
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`jurisdiction unreasonable.” Stingray, 2022 WL 17357774, at *2 (quoting Burger King Corp. v.
`
`Rudzewicz, 471 U.S. 462, 477 (1985)).
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`
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`The Pleading Standard
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`Federal Rule 8(a)(2) requires a complaint to include “’a short and plain statement of the
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`claim showing that the pleader is entitled to relief, in order to give the defendant fair notice of
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`what the … claim is and the grounds upon which it rests.’” Bell Atl. Corp. v. Twombly, 550 U.S.
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`544, 545 (2007) (citation omitted). To survive a motion to dismiss under Federal Rule of Civil
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`Procedure 12(b)(6), the complaint must “state a claim to relief that is plausible on its face.” Id.
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`at 570.
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`6
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`
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`IV.
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`THERE IS NO PERSONAL JURISDICTION OVER LGL
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`
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`There Is No General Jurisdiction Over LGL
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`This Court does not have general jurisdiction over LGL, as it is not “at home” in Texas.
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`The “paradig[m] bases for general jurisdiction” where a corporation is “at home” are “the place
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`of incorporation and principal place of business.” Daimler, 571 U.S. at 137 (alteration in
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`original) (citation omitted). LGL is not incorporated in Texas, and its principal place of business
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`is in Hong Kong, not Texas.
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`AX Wireless concedes that LGL “is a corporation organized and existing under the laws
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`of the People’s Republic of China” with its place of business in Hong Kong. Dkt. 1 at ¶ 2. The
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`Complaint simply recites conclusory (and false) allegations that LGL has unidentified contacts in
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`the state and provides no facts to establish general jurisdiction over LGL—because it cannot. Id.
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`at ¶¶ 5-11. Nor can AX Wireless allege facts to establish general jurisdiction, because they too
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`do not exist. LGL has no contacts with Texas. See Chim Decl. Rather, it is a Chinese holding
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`company headquartered in Hong Kong; it is not “at home” in Texas, and thus it is not subject to
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`general jurisdiction in Texas. Id.
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`AX Wireless contends that LGL has contacts in Texas because it allegedly infringes
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`“within the State of Texas and this District” by working “directly, through, or in consort with”
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`unidentified “subsidiaries, affiliates, or intermediaries.” Dkt. 1 at ¶ 9. These conclusory
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`allegations are directly contradicted by the Chim Declaration. And even were these allegations
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`true —which they are not—such contacts would be insufficient to establish general jurisdiction
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`over LGL. In Daimler, the Supreme Court reversed the Ninth Circuit’s finding that there was
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`general jurisdiction over a foreign defendant that indirectly engaged in a “substantial,
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`continuous, and systematic course of business” in the state. Daimler, 571 U.S. at 138-39
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`(citation omitted). The Court found that the question was “not whether a foreign corporation’s
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`7
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`
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`in-forum contacts can be said to be in some sense ‘continuous and systematic,’” but “whether
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`that corporation’s ‘affiliations with the State are so continuous and systematic as to render [it]
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`essentially at home in the forum State.” Id. (alteration in original) (citation omitted). Because
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`LGL has no continuous or systematic affiliations that would render Texas to be a proper state
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`forum, none of AX Wireless’s allegations, even if true, would render LGL “at home” in Texas.
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`There is no general jurisdiction over LGL.
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`
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`There Is No Specific Jurisdiction Over LGL
`
`1.
`
`LGL Has Not Purposefully Directed Activities at Texas
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`There likewise is no specific jurisdiction over LGL. To establish specific jurisdiction,
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`AX Wireless must show that: (1) LGL “purposefully directed activities at residents of the
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`forum”; (2) AX Wireless’s “claim arises out of or relates to those activities”; and (3) the
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`“assertion of personal jurisdiction is reasonable and fair.” Freescale Semiconductor, Inc., 2014
`
`WL 1603665, at *4 (citing Nuance Commc’ns, Inc., 626 F.3d at 1231); see Stingray, 2022 WL
`
`17357774, at *3-4. AX Wireless’s averments fail, as the Complaint merely recites conclusory
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`allegations contradicted by LGL’s sworn declaration.
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`AX Wireless has not shown that LGL has “purposefully directed” its activities at
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`residents of Texas. Specifically, AX Wireless fails to allege any specific acts that LGL has
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`committed in the State of Texas to warrant jurisdiction. AX Wireless generally alleges that LGL
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`plays some part in placing the accused products in the stream of commerce in Texas and
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`purportedly directs or controls the making, sale, and distribution of the accused products in the
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`United States, but fails to allege specific facts to support its allegations. Dkt. 1 at ¶¶ 5-12. These
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`conclusory allegations do not establish purposeful direction at Texas. Asahi, 480 U.S. at 112
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`(“The placement of a product into the stream of commerce, without more, is not an act of the
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`defendant purposefully directed toward the forum State… a defendant’s awareness that the
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`8
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`
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`stream of commerce may or will sweep the product into the forum State does not convert the
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`mere act of placing the product into the stream into an act purposefully directed toward the
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`forum State.”). See Freescale Semiconductor, Inc., 2014 WL 1603665, at *5 (“A rational belief
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`that a component or product will eventually end up in a particular state—even if that belief
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`amounts to a substantial certainty—does not, by itself, amount to purposeful conduct.”); Davlyn
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`Mfg. Co. v. H&M Auto Parts, Inc., 414 F. Supp. 2d 523, 531 (E.D. Pa. 2005) (“[A] defendant
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`does not ‘purposefully direct’ his activities at a forum state merely by selling a component part to
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`a nationwide distributor of home appliances with the awareness that appliances containing the
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`defendant’s product may ultimately be sold in the forum state.”).
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`AX Wireless has not offered any facts to support its allegations nor can it. As noted
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`above, LGL is a holding company that does not design, manufacture, sell, or offer to sell any
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`products in Texas or anywhere else. Chim Decl. at ¶¶ 4-5. LGL does not ship products to Texas
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`or conduct any marketing or advertising in, or directed toward, Texas. See id. And it has no
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`employees or agents in Texas; and it does not own, lease, or operates any offices or other
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`facilities in Texas. See id.; Section II, supra; 3G Licensing, S.A., 2019 WL 3974539, at *6-8
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`(Dismissing LGL); see also B/E Aerospace, Inc., 2018 WL 7140299, at *5 (dismissing “holding
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`companies” that “do not make or sell anything”).
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`As the Chim Declaration shows and as the District of Delaware has found, non-parties
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`Lenovo US and Motorola are solely responsible for importing, marketing, advertising, offering to
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`sell, and selling Lenovo and Motorola branded products in the United States. Chim Decl. at
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`¶¶ 6; 11; see 3G Licensing, S.A., 2019 WL 3974539, at *7-8 (“Lenovo (United States) and
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`Motorola Mobility LLC who are ‘responsible for all U.S. activities related to the accused
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`products, including importing, pricing, and selling the accused products in the United States.’”
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`9
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`Case 2:22-cv-00280-RWS-RSP Document 25 Filed 12/19/22 Page 15 of 25 PageID #: 379
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`(citation omitted)). As such, LGL does not direct or control the marketing of the accused
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`products in Texas. See id. Instead, Lenovo US and Motorola are each independently operated as
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`separate entities, with each responsible for paying its own wages and salaries, each with its own
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`officers and directors, each filing separate tax returns, and each managing its own separate, daily
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`operations. Chim Decl. at ¶¶ 7-11. LGL does not direct or control their activities with respect to
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`importing, marketing, advertising, offering to sell, or selling the accused products in the United
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`States. Id. In sum, LGL does not direct or control importing, marketing, advertising, offering to
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`sell, or selling the accused products in Texas—or anywhere else in the United States. See id.;
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`Section II, supra. There is no specific personal jurisdiction over LGL. See 3G Licensing, S.A.,
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`2019 WL 3974539, at *6-8.
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`For the same reasons discussed above, AX Wireless has not shown—and cannot show—
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`that its claims arise out of or relate to LGL’s activities within the forum. As merely a holding
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`company, LGL has not committed any acts within or directed toward the State of Texas. The
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`District of Delaware has already found that LGL “could not be subject to personal jurisdiction
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`based on the stream of commerce theory” because it “is a holding company that does not produce
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`goods or services itself.” 3G Licensing, S.A., 2019 WL 3974539, at *6. That court also found
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`that LGL’s subsidiaries are not LGL’s “agents” in the United States for purposes of finding
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`personal jurisdiction over LGL. Id. at *7-8 (rejecting plaintiff’s allegation that Lenovo’s Annual
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`Report referred to statements or acts of LGL, “a holding company,” and finding that the Annual
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`Report instead referred to actions of LGL’s “operating subsidiaries”). This court should
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`similarly dismiss LGL from this case for lack of personal jurisdiction.3
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`3 In 3G Licensing, unlike here, the plaintiff also named Lenovo US and Motorola as defendants.
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`2.
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`Lenovo US’s and Motorola’s Actions Cannot Be Imputed to LGL
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`AX Wireless’s effort to blur the lines between LGL and non-parties Lenovo US and
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`Motorola also fails. The mere fact that LGL is the ultimate parent company of indirect
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`subsidiaries Lenovo US and Motorola is insufficient to confer personal jurisdiction over LGL.
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`Rather, the Fifth Circuit “demand[s] proof of control by the parent over the internal business
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`operations and affairs of the subsidiary in order to fuse the two for jurisdictional purposes.”
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`Hargrave v. Fibreboard Corp., 710 F.2d 1154, 1160 (5th Cir. 1983). Even “100% stock
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`ownership and commonality of officers and directors are not alone sufficient to establish an alter
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`ego relationship between two corporations.” Id.; Freudensprung v. Offshore Tech. Servs., Inc.,
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`379 F.3d 327, 346 (5th Cir. 2004) (holding “the proper exercise of personal jurisdiction over a
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`nonresident corporation may not be based solely upon the contacts with the forum state of
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`another corporate entity with which the defendant may be affiliated”); cf. Andra Grp., LP v.
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`Victoria’s Secret Stores, L.L.C., 6 F.4th 1283, 1289 (Fed. Cir. 2021) (“But where related
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`companies have maintained corporate separateness, the place of business of one corporation is
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`not imputed to the other for venue purposes.”).
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`To the extent AX Wireless is pursuing an unarticulated alter ego theory here, it has not
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`met its high burden to establish that either non-party Lenovo US or non-party Motorola is the
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`alter ego of LGL. Instead, AX Wireless’s Complaint conclusively alleges that LGL and
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`unnamed “subsidiaries, affiliates, or intermediaries” (presumably Lenovo US and Motorola) are
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`essentially the same company and that one or more of the entities allegedly can control the
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`activities of the others. Dkt. 1 at ¶ 9. “[S]uch conclusory statements, without more, do not
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`counsel in favor of disregarding the corporate form.” Fellowship Filtering Techs., LLC v.
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`Alibaba.com, Inc., No. 2:15-cv-2049-JRG, 92016 WL 6917272, at *5 (E.D. Tex. Sept. 1, 2016);
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`see Freescale Semiconductor, Inc., 2014 WL 1603665, at *4 (finding no personal jurisdiction
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`11
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`Case 2:22-cv-00280-RWS-RSP Document 25 Filed 12/19/22 Page 17 of 25 PageID #: 381
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`where “the record does not conclusively demonstrate an alter ego