The opinion of the court was delivered by: KNAPP
Presently before the court is a motion by the defendants Watts, Griffis and McQuat Limited and Camino Gold Mines Limited to dismiss this action as against them on the grounds that this Court lacks in personam jurisdiction.
The action involves claims that seven defendants conspired to wrongfully deprive the plaintiff, El Cid Limited, of certain Bolivian gold mine concessions known as the "Bolgol concessions" in violation of the Sherman Act, 15 U.S.C. § 1 and the Wilson Tariff Act, 15 U.S.C. § 8, and that they tortiously interfered with the plaintiff's advantageous business and contractual relationships.
The plaintiff, El Cid Limited ("El Cid"), is a Cayman Island corporation with its offices in Costa Rica. The defendants are as follows:
(1) Gulf and Western Industries, Inc. ("G & W"), a Delaware corporation with its principal place of business in New York.
(2) The New Jersey Zinc Company ("New Jersey Zinc"), a Delaware corporation with its principal place of business in Pennsylvania. New Jersey Zinc is a wholly owned subsidiary of G & W.
(3) Richard Hogeland, the president of New Jersey Zinc, a citizen of Pennsylvania.
(4) David M. Koogler, the executive vice president of New Jersey Zinc, a citizen of Pennsylvania.
(5) Condor Mining, Inc. ("Condor"), a New York corporation with its principal place of business in New York.
(6) Watts, Griffis and McQuat Limited ("Watts-Griffis"), a Canadian corporation consisting of approximately ninety employees, with its principal place of business in Canada. Watts-Griffis is in the business of organizing and managing mineral exploration programs and supplying consulting geologists and mining engineers for these and other exploration programs.
(7) Camino Gold Mines Limited ("Camino"), a Canadian corporation with its principal place of business in Canada. Camino was organized by Watts-Griffis in September, 1973. Its purpose was, and still is, to acquire mineral rights in the Tipuani Valley of Bolivia. (Griffis deposition, pp. 15-16). Watts-Griffis and Camino have a close business relationship. The two corporations have the same address and have interlocking officers and directors. Arthur Griffis is the president of Watts-Griffis and a director and president of Camino. James Bates is a director of Watts-Griffis and a director and vice-president of Camino. James McQuat is also a director of both Watts-Griffis and Camino. Camino has no North American employees and has retained Watts-Griffis to manage its affairs. Watts-Griffis' employees including Bates and Griffis perform all necessary duties for the day to day operations of Camino in North America.
These employees are paid by Watts-Griffis and are contractually prohibited from receiving compensation from anyone other than Watts-Griffis. Watts-Griffis bills Camino for its employees' services performed on behalf of Camino. Watts-Griffis and Camino maintain separate books of account, separate corporate records and do not comingle their funds. However, Camino has never paid Watts-Griffis for the services of Watts-Griffis employees. (Griffis deposition p. 144) Watts-Griffis now owns approximately one quarter of the stock of Camino;
Gulf & Western International Holding Company, Inc. (not the defendant G & W referred to supra) owns approximately twenty-eight percent (28%) of Camino's stock;
the remainder is owned by various small shareholders.
The resolution of the issue whether this court has in personam jurisdiction over Watts-Griffis and over Camino requires a detailed examination of the underlying facts which comprise the alleged conspiracy. Since jurisdiction is here challenged in a pre-trial motion to dismiss and the facts necessary to support jurisdiction are comingled with the ultimate question of liability, the plaintiff is only required to establish prima facie sufficient contacts to bring the defendants within the purview of the New York long-arm statute, N.Y. C.P.L.R. § 302.
United States v. Montreal Trust Co. (2d Cir. 1966), 358 F.2d 239, 242, cert. denied (1966), 384 U.S. 919, 16 L. Ed. 2d 440, 86 S. Ct. 1366; Ghazoul v. International Management Services, Inc. (S.D.N.Y. 1975), 398 F. Supp. 307, 309-10. Therefore, the evidence adduced during discovery
is viewed here in the light most favorable to the plaintiff.
The dispute in this case centers around certain mining concessions known as the "Bolgol concessions", which are located in the Tipuani Valley of Bolivia. In October, 1973 Gaenzel Gold Mines & Co., Ltd., a Bolivian corporation acting through Helmut Gaenzel, its sole stockholder, purchased the Bolgol concessions.
At some unknown time prior to the events relevant to this action, the defendant Condor also acquired certain mining concessions in the Tipuani Valley. Some of Condor's ...