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`v.
`
`SUPERIOR COURT OF THE STATE OF CALIFORNIA
`CITY AND COUNTY OF SAN FRANCISCO
`Y.P., individually and/or d.b.a. P&A,
` Case No.: CGC-24-613065
`
`
`REPLY OF HOLDING COMPANY, THE
`HARTFORD FINANCIAL SERVICES
`GROUP, IN SUPPORT OF ITS MOTION
`TO QUASH AND DISMISS
`
`Date: July 3, 2024
`Time: 9:30 a.m.
`Dept.: 302 (Hon. Richard B. Ulmer, Jr.)
`Suit Filed: March 12, 2024
`Trial: Not Set
`
`Andrew B. Downs, SBN 111435
`Ann K. Johnston, SBN 145022
`BULLIVANT HOUSER BAILEY PC
`101 Montgomery Street, Suite 2600
`San Francisco, CA 94104
`Telephone: 415.352.2700
`Facsimile: 415.352.2701
`E-mail: andy.downs@bullivant.com
`ann.johnston@bullivant.com
`
`
`Attorneys for Specially appearing Defendant The
`Hartford Financial Services Group, Inc.
`
`
`
`
`
`
`
`ELECTRONICALLY
`F I L E D
`
`Superior Court of California,
`County of San Francisco
`06/26/2024
`Clerk of the Court
`BY: YOLANDA TABO
`Deputy Clerk
`
`Plaintiff,
`
`
`WELLS FARGO & COMPANY, a Delaware
`Stock Corporation; WELLS FARGO BANK,
`NATIONAL ASSOCIATION, a South Dakota
`Stock Corporation; SENTINEL INSURANCE
`COMPANY, LTD., a Connecticut Insurance
`Stock Corporation; THE HARTFORD
`FINANCIAL SERVICES GROUP, INC., a
`Delaware Stock Corporation; EARL
`IGNACIO, an individual, and DOES 1-20,
`
`
`Defendants.
`
`
`
`I.
`
`INTRODUCTION
`Plaintiff’s untimely (by 24 minutes) opposition misses the point and ignores the
`unrebutted evidence offered in support of this motion. First, it’s important to note the opposition
`focuses on general jurisdiction, not specific jurisdiction. Second, plaintiff relies upon a Trade
`Name registered not by the holding company, The Hartford Financial Services Group, Inc.
`(“HFSG”), but by one of its insurance company subsidiaries, The Hartford Fire Insurance
`Company (see Exhibit 5 in support of the motion, filed May 8, 2024). Plaintiff then relies upon
`
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`REPLY OF HOLDING COMPANY, THE HARTFORD FINANCIAL SERVICES GROUP, IN SUPPORT OF
`ITS MOTION TO QUASH AND DISMISS: CASE NO.: CGC-24-613065
`
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`

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`inadmissible evidence from social media to suggest that individuals ostensibly in California who
`claim employment using the Trade Name, are in fact employees of the holding company.1
`Plaintiff’s evidence and argument do not add up.
`The holding company has no connection to California. It has no employees. It issues no
`insurance policies. It never did business with plaintiff. It owns various corporations, some of
`whom, including defendant Sentinel Insurance Company, Ltd. are licensed insurers who do
`business in California, and in Sentinel’s case, actually did business with plaintiff. It is an
`indisputable proposition of law that a state does not obtain jurisdiction over a holding company
`merely because one or more of its subsidiaries do business in the state. Daimler A.G. v. Bauman
`(2014) 571 U.S. 117, 139.
`II. MATERIAL FACTS
`Mindful of the general prohibition on offering new evidence on reply, HFSG offers no
`new evidence, but it does wish to highlight the evidence already offered, and discuss what
`plaintiff has offered in response.
`“The Hartford” is a Trade Name
`A.
`Exhibit 5 to HFSG’s Request for Judicial Notice shows “The Hartford” (and the related
`Stag logo) is a trade name. The owner of that trade name is not HFSG, it is the Hartford Fire
`Insurance Company, who authorizes its use by its affiliates. The Hartford Fire Insurance
`Company is a subsidiary of HFSG (HFSG Request for Judicial Notice, Ex. 1, pdf. p. 313). The
`Hartford Fire Insurance Company is an admitted (licensed) insurance company in California, as
`is Sentinel Insurance Company Ltd. (HFSG Request for Judicial Notice, Ex. 2, pdf p. 327).
`Plaintiff relies on the fact that “The Hartford” website advertises insurance products for
`California businesses. What plaintiff ignores is the following statement in the Legal Notice
`section of that very same website:
`The Hartford,® the Stag logo, and combinations of the foregoing
`and all other trademarks, service marks, trade names, logos and
`
`1 In fact, although outside the record here, United States employees of “The Hartford” are all on
`the payroll of non-party the Hartford Fire Insurance Company, a licensed insurer authorized to
`issue policies in California and many other states.
`
`
`
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`– 2 –
`REPLY OF HOLDING COMPANY, THE HARTFORD FINANCIAL SERVICES GROUP, IN SUPPORT OF
`ITS MOTION TO QUASH AND DISMISS: CASE NO.: CGC-24-613065
`
`

`

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`icons, registered or not, are the property of Hartford Fire
`Insurance Company and certain subsidiaries of The Hartford, or
`third parties which may be indicated.
`Address Commonality
`B.
`Yes, Sentinel’s Home Office address is the same as that of its corporate parent. That fact
`is also irrelevant for the reasons discussed below. Indeed, subsidiaries often have the same
`addresses as their corporate parents (see Alphabet, Inc. and Google, for example, both of whom
`are located at 1600 Amphitheatre Parkway in Mountain View).
`Employees
`C.
`Aside from its inadmissibility (see separate objections filed contemporaneously), the
`LinkedIn profiles of various individuals ostensibly employed by “The Hartford” do not establish
`that HFSG has any employees in California. As discussed above, “The Hartford” is a trade name
`of Hartford Fire Insurance Company, which is indisputably present here. As discussed in the
`moving papers, and Exhibit 1 (pdf p. 9), HFSG is a holding company with “no significant
`business operations of its own.” It owns other companies. Period.
`Sentinel Is The Insurance Company
`D.
`It is undisputed (see Plaintiff Exhibit 7) that Sentinel is the insurance company who
`contracted to provide insurance to plaintiff. Sentinel is before the court.
`III. THE MOTION TO QUASH SHOULD BE GRANTED
`A. What Plaintiff Failed to Prove
`Plaintiff has the burden of proving either specific or general personal jurisdiction over
`HFSG. Vons Companies, Inc. v. Seabest Foods, Inc. (1996) 14 Cal.4th 434, 449. Plaintiff’s
`burden is by a preponderance of the evidence. BBA Aviation PLC v. Superior Court (2010) 190
`Cal.App.4th 421, 428. This requires more than the allegation of jurisdictional facts, affidavits
`and other authenticated documents demonstrating competent evidence of jurisdictional facts
`must be offered. Id. Plaintiff failed this test.
`What plaintiff “proved” was entities using the name “The Hartford” do business in
`California. Indeed, they do – that’s why Sentinel is being sued here and has not objected to
`jurisdiction. What that does not prove is that HFSG does business in California. The only
`
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`– 3 –
`REPLY OF HOLDING COMPANY, THE HARTFORD FINANCIAL SERVICES GROUP, IN SUPPORT OF
`ITS MOTION TO QUASH AND DISMISS: CASE NO.: CGC-24-613065
`
`

`

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`evidence is that HFSG is a holding company that has no activities of its own – it simply owns
`other companies. Reliance upon a trade name is meaningless without reference to who owns the
`trade name. See, 15 U.S.C. § 1127 (defining trade names). Here, the owner of the trade name is
`not HFSG (HFSG Ex. 5).
`Parent Corporations Are Not Subject to Jurisdiction Based on Their
`B.
`Subsidiaries’ Activities
`The fact that a subsidiary of an out-of-state corporation does business in California,
`without more, does not expose the parent to personal jurisdiction in California:
`We start with the firm proposition that neither ownership nor
`control of a subsidiary corporation by a foreign parent
`corporation, without more, subjects the parent to the jurisdiction
`of the state where the subsidiary does business.
`
`Sonora Diamond Corp. v. Superior Ct. (2000) 83 Cal.App.4th 523, 540.
`There are two ways to impute a subsidiary’s contacts with the state to its parent
`corporation. The first is through proving the elements of the alter ego doctrine. The second is to
`prove the subsidiary was acting as the parent’s agent. Neither was attempted by plaintiff.
`Neither works here.
`Proof of alter ego requires proof that there is a unity of interest and ownership such that
`the separate personalities of the two entities no longer exist, and that the failure to disregard
`their separate identities would result in fraud or injustice. Hernandez v. Mimi’s Rock Corp.
`(N.D. Cal. 2022) 632 F. Supp. 3d 1052, 1058. Plaintiff has not tried to meet and cannot meet
`that burden.
`Agency fares no better. As the court in Sonora Diamond, supra explained:
`Control is the key characteristic of the agent/principal
`relationship. [citation] Accordingly, if a parent corporation
`exercises such a degree of control over its subsidiary corporation
`that the subsidiary can legitimately be described as only a means
`through which the parent acts, or nothing more than an
`incorporated department of the parent, the subsidiary will be
`deemed to be the agent of the parent in the forum state and
`jurisdiction will extend to the parent. . . .
`
`The nature of the control exercised by the parent over the
`subsidiary necessary to put the subsidiary in an agency
`relationship with the parent must be over and above that to be
`
`
`
`
`– 4 –
`REPLY OF HOLDING COMPANY, THE HARTFORD FINANCIAL SERVICES GROUP, IN SUPPORT OF
`ITS MOTION TO QUASH AND DISMISS: CASE NO.: CGC-24-613065
`
`

`

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`expected as an incident of the parent's ownership of the subsidiary
`and must reflect the parent's purposeful disregard of the
`subsidiary's independent corporate existence. [citation] The
`parent's general executive control over the subsidiary is not
`enough; rather there must be a strong showing beyond simply
`facts evidencing “the broad oversight typically indicated by [the]
`common ownership and common directorship” present in a
`normal parent-subsidiary relationship. [citations] As a practical
`matter, the parent must be shown to have moved beyond the
`establishment of general policy and direction for the subsidiary
`and in effect taken over performance of the subsidiary's day-to-
`day operations in carrying out that policy.
`
`Sonora Diamond, supra at 541-42.
`Under Sonora Diamond the mere existence of a holding company such as HFSG simply
`does not trigger that type of relationship. Id. at 543.
`The fact is that HFSG and Sentinel are separate corporations. Sentinel, as a licensed
`insurer, is subject to substantial regulation by California and the other states in which it is
`authorized to issue insurance policies. Insurance Code § 700. HFSG, as a holding company not
`licensed to issue insurance policies (See. Ex. 2 to HFSG’s Request for Judicial Notice), is not
`subject to regulation by state Departments of Insurance. Sentinel’s contacts with California
`cannot be imputed to HFSG.
`The fact that both HFSG and Sentinel share an address is irrelevant, just as standing
`alone, evidence of any commonality between officers and directors of the two companies would
`be irrelevant. United States v. Bestfoods (1998) 524 U.S. 51 (parent not liable for conduct of
`subsidiary).
`There Is No Admissible Evidence that HFSG Has Employees in California
`C.
`Plaintiff’s evidence that “The Hartford” has employees in California consists of a series
`of printouts of what plaintiff claims are LinkedIn profiles he downloaded from the Internet and
`some job postings. These are unauthenticated inadmissible hearsay. Even if admissible,
`however, they do not prove what plaintiff needs them to prove. If admissible, all they establish
`are that various people work for “The Hartford.” The evidence (HFSG Ex. 5) is uncontested that
`“The Hartford” and the Stag Logo are registered trade names and trademarks of Hartford Fire
`Insurance Company, used by it and various of its affiliates. That is what appears on the
`
`
`
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`– 5 –
`REPLY OF HOLDING COMPANY, THE HARTFORD FINANCIAL SERVICES GROUP, IN SUPPORT OF
`ITS MOTION TO QUASH AND DISMISS: CASE NO.: CGC-24-613065
`
`

`

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`proffered LinkedIn profiles.
`PLAINTIFF, AN ATTORNEY, KNEW HE WAS DOING BUSINESS
`D.
`WITH SENTINEL
`The declarations page of plaintiff’s policy (Ex. 7 to Mr. Perez’s declaration, at pdf page
`106) shows Sentinel is his insurer (highlighting added):
`
`
`
`Mr. Peretz knew who he was doing business with, if he read his policy, something he
`had an obligation to do. Haynes v. Farmers Ins. Exch. (2004) 32 Cal.4th 1198, 1210. Sentinel, a
`licensed insurer, unlike HFSG, is before the Court; Mr. Peretz has no need to sue HFSG.
`Courts Routinely Quash Service on HFSG
`E.
`Other plaintiffs have tried and failed to sue HFSG in California. Examples of motions to
`quash and similar motions being granted include John’s Grill, Inc. v. The Hartford Financial
`Services Group, Inc. (2022) 86 Cal.App.5th 1195 (unpublished portion of opinion, and review
`granted); Franklin EWC, Inc. v. Hartford Financial Services Group (N.D. Cal. 2020) 488 F.
`Supp. 3d 904, 911-12.
`The Opposition Was Late
`F.
`As shown by the Downs Reply declaration, the opposition was due on June 20 (9 court
`days before the continued hearing), but was not served until 12:24 a.m. on June 21.2 Yes, that’s
`only 24 minutes in the middle of the night, but it’s still late. See, California Rule of Court
`3.1300. The Court thus has the discretion to disregard the Opposition.
`
`
`2 A copy of the transmittal e-mail, which contradicts the Proof of Service, is attached to the
`Downs Reply Declaration as Exhibit 6.
`
`
`
`
`– 6 –
`REPLY OF HOLDING COMPANY, THE HARTFORD FINANCIAL SERVICES GROUP, IN SUPPORT OF
`ITS MOTION TO QUASH AND DISMISS: CASE NO.: CGC-24-613065
`
`

`

`IV. CONCLUSION
`There is no admissible evidence that Hartford Financial Services Group, Inc. has any
`presence in California that would subject it to general jurisdiction (the focus of the opposition).
`There is also no admissible evidence that HFSG had anything to do with the particular contract
`at issue, thus it is not subject to specific jurisdiction.
`Specially appearing defendant Hartford Financial Services Group, Inc. respectfully
`requests its motion to quash and dismiss be granted.
`DATED: June 26, 2024
`
`
`
`BULLIVANT HOUSER BAILEY PC
`
`By
`Andrew B. Downs
`Ann K. Johnston
`
`Attorneys for Specially appearing Defendant The
`Hartford Financial Services Group, Inc.
`
`
`
`*****
`
`
`
`
`4890-2847-2778.1
`
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`REPLY OF HOLDING COMPANY, THE HARTFORD FINANCIAL SERVICES GROUP, IN SUPPORT OF
`ITS MOTION TO QUASH AND DISMISS: CASE NO.: CGC-24-613065
`
`

`

`Y.P., individually and/or d.b.a. P&A v. WELLS FARGO & COMPANY, et al.
`
`PROOF OF SERVICE
`
`I am employed in the City of Portland and County of Washington by the law firm of Bullivant
`Houser Bailey, PC (“the business”), One SW Columbia Street, Suite 800, Portland, OR 97204. I
`am over the age of 18 and not a party to this action. On May 6, 2024, I served the document(s)
`entitled:
`
`REPLY OF HOLDING COMPANY, THE HARTFORD FINANCIAL SERVICES
`
`
`
`GROUP, IN SUPPORT OF ITS MOTION TO QUASH AND DISMISS
`
`upon the following party(ies):
`
`Yosef Peretz
`David Garibaldi
`PERETZ & ASSOCIATES
`100 Pine St., Ste. 1250
`San Francisco, CA 94111
`Tel: 415-732-3777
`Fax: 415-732-3791
`Email: yperetz@peretzlaw.com
`dgaribaldi@peretzlaw.com
`keleogo@peretzlaw.com
`
`[Attorneys for Plaintiff
`Y.P., individually and d.b.a P&A]
`
`
`
`
`Mark I. Wraight
`Megan N. Aldworth
`SEVERSON & WERSON
`19100 Von Karman Ave.
`Irvine, CA 92612
`Tel: 949-442-7110
`Fax: 949-442-7118
`Email: miw@severson.com
`mna@severson.com
`
`
`[Attorneys for Defendant Wells Fargo
`Bank, N.A.]
`
`
`
`
`
`BY MAIL (CCP § 1013(a)): I am readily familiar with the ordinary practice of the
`business with respect to the collection and processing of correspondence for mailing
`with the United States Postal Service. I placed a true and correct copy(ies) of the above-
`titled document(s) in an envelope(s) addressed as above, with first class postage thereon
`fully prepaid. I sealed the aforesaid envelope(s) and placed it(them) for collection and
`mailing by the United States Postal Service in accordance with the ordinary practice of
`the business. Correspondence so placed is ordinarily deposited by the business with the
`United States Postal Service on the same day.
`
`BY EMAIL OR ELECTRONIC TRANSFER: I caused a copy of the document to be
`sent from e-mail address daniela.escobedo@bullivant.com to the persons at the e-mail
`addressed listed in the service list. I did not, within a reasonable time after the
`transmission, receive any electronic message or other indication that the transmission
`was unsuccessful.
`
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`BY FACSIMILE TRANSMISSION (CCP § 1013(e), CRC 2.306): I transmitted the
`document(s) by facsimile transmission by placing it(them) in a facsimile machine
`(telephone number 415-352-2701) and transmitting it(them) to the facsimile machine
`telephone number(s) listed above. A transmission report was properly issued by the
`transmitting facsimile machine. Each transmission was reported as complete and
`without error. A true and correct copy of the transmission report is attached hereto.
`
`BY OVERNIGHT DELIVERY (CCP § 1013(c)): I am readily familiar with the
`ordinary practice of the business with respect to the collection and processing of
`correspondence for mailing by Express Mail and other carriers providing for overnight
`delivery. I placed a true and correct copy(ies) of the above-titled document(s) in an
`envelope(s) addressed as above, with first class postage thereon fully prepaid. I sealed
`the aforesaid envelope(s) and placed it(them) for collection and mailing by Express Mail
`or other carrier for overnight delivery in accordance with the ordinary practice of the
`business. Correspondence so placed is ordinarily deposited by the business with Express
`Mail or other carrier on the same day.
`
`BY PERSONAL SERVICE UPON AN ATTORNEY (CCP § 1011(a)): I placed a true
`and correct copy(ies) of the above-titled document(s) in a sealed envelope(s) addressed
`as indicated above. I delivered each of said envelope(s) by hand to a receptionist or a
`person authorized to accept same at the address on the envelope, or, if no person was
`present, by leaving the envelope in a conspicuous place in the office between the hours
`of nine in the morning and five in the afternoon.
`
`BY PERSONAL SERVICE UPON A PARTY (CCP § 1011(b)): I placed a true and
`correct copy(ies) of the above-titled document(s) in a sealed envelope(s) addressed as
`indicated above. I delivered each of said envelope(s) by hand to a person of not less
`than 18 years of age at the address listed on the envelope, between the hours of eight in
`the morning and six in the evening.
`
`I declare under penalty of perjury that the foregoing is true and correct. Executed on June 26,
`2024, at Portland, Oregon.
`
`DANIELA ESCOBEDO
`
`– 2 –
`
`