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Federal District Court Dismisses Foreign Parent Companies For Lack Of Jurisdiction In Polyurethane Price-Fixing Case
02/10/2026On January 29, 2026, U.S. District Judge W. Scott Hardy of the Western District of Pennsylvania (W.D. Pa.) unsealed his January 8, 2026, opinion dismissing price-fixing claims against two foreign corporations for lack of personal jurisdiction. In re: Diisocyanates Antitrust Litigation, Case No. 2:18-mc-01001 (W.D. Pa. Jan. 8, 2026). The court dismissed with prejudice antitrust claims against Covestro AG (“Covestro”) and Wanhua Chemical Group Co., Ltd. (“Wanhua”), in a multidistrict litigation alleging that defendants conspired to fix the price of polyurethane components sold in or shipped to the United States and/or its territories. The Court held it lacked both general and specific personal jurisdiction over Covestro and Wanhua, entities headquartered in Germany and China, respectively.
Plaintiffs are direct purchasers of methylene diphenyl diisocynate (“MDI”) and toluene diisocyanate (“TDI”), chemicals used in the production of polyurethane. The Complaint alleges that defendant chemical manufacturers, including parent companies Covestro and Wanhua, through participation in trade groups and other coordinated conduct, closed production facilities and limited supply in order to artificially inflate and fix the prices of MDI and TDI, in violation of Sherman Act §§ 1 and 3. Plaintiffs argued that Covestro and Wanhua conspired with other domestic defendants and directed the conduct of their domestic subsidiaries under an alter ego or agency theory to engage in anticompetitive conduct directed at the United States. Covestro and Wanhua moved to dismiss for lack of personal jurisdiction.
Section 12 of the Clayton Act sets forth personal jurisdiction for federal antitrust claims and provides that an action may be brought in the district where the corporation is an inhabitant or where it may be found or transacts business. General personal jurisdiction exists when a defendant’s contacts with the forum are “so continuous and systematic as to render [it] essentially at home [there]”, Goodyear Dunlop Tires Operations, S.A. v. Brown, 564 U.S. 915, 919 (2011); whereas specific jurisdiction exists when a claim arises out of a defendant’s forum-related activities such that it “should reasonably anticipate being hailed into court there.” World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 297 (1980). Under the “national contacts doctrine,” jurisdiction in federal antitrust litigation is assessed based on defendant’s aggregate contacts with the United States as a whole, rather than in a particular state or territory.
Here, the Court concluded it lacked general jurisdiction, as neither foreign corporation could be found to be “at home” in the United States where its headquarters and principal places of business are located overseas, and where it lacks “continuous and systematic” contacts with the United States. At most, the Court deemed Covestro and Wanhua’s alleged contacts with the United States (via their respective subsidiaries) “sporadic” and “fleeting” and therefore insufficient to establish jurisdiction.
The Court further concluded it lacked specific personal jurisdiction over Covestro or Wanhua, under both the traditional “minimum contacts” or “purposeful availment” analysis set forth by the Supreme Court in Int’l Shoe Co. v. Washington, 326 U.S. 310 (1945), and the alternative standard applied to intentional tortfeasors (the “Calder effects test”) established in Calder v. Jones, 465 U.S. 783 (1984). Under the former test, Judge Hardy concluded that neither Covestro nor Wanhua “purposefully avail[ed] itself of the privilege of conducting activities” in the United States because neither company has manufactured or sold MDI or TDI in the United States. Turning to the Calder effects test, the Court found plaintiffs could not establish that defendants expressly aimed their tortious conduct at the United States such that the United States could be said to be the focal point of the tortious activity.
The Court declined to impute the contacts of subsidiaries to defendants under the plaintiffs’ alter ego or agency theories, finding that both foreign companies had normal parent-subsidiary relationships and were distinct entities without undue domination or control. The Court held that some overlap between Wanhua employees and subsidiary board members was “not particularly significant” as the two companies did not have overlapping employees, the subsidiary had separate sales planning, and Wanhua did not control its subsidiary’s day-to-day business.
In the absence of any factual basis to support the exercise of personal jurisdiction, the Court granted Covestro and Wanhua’s motion to dismiss with prejudice.
The case is notable for reemphasizing the standards under which foreign corporations can be held subject to federal jurisdiction and for its assertion that the Supreme Court’s recent decision in Fuld did not alter the Clayton Act’s scope of jurisdiction.
