`
`
`
`
`
`UNITED STATES DISTRICT COURT
`SOUTHERN DISTRICT OF ILLINOIS
`
`
`)
`
`
`
`DONALD G. DAVIS and
`)
`
`
`
`EMMA JEAN DAVIS,
`)
`
`
`
`
`
`
`
`)
`
`
`
`
`Plaintiffs,
`
`)
`
`
`
`
`
`
`
`)
`
`
`
`
`vs.
`
`
`)
`
`
`
`
`
`
`
`)
`
`SYNGENTA CROP PROTECTION LLC,
`)
`SYNGENTA AG, and CHEVRON U.S.A. INC.,
`)
`
`
`
`
`
`
`
`)
`
`Defendants.
`
`
`
`
`UCOMPLAINT
`
`
`
`CASE NO.:___________
`
`
`
`
`
`
`
`
`
`
`
`Plaintiffs Donald G. Davis and Emma Jean Davis, complaining of Defendants
`
`SYNGENTA CROP PROTECTION LLC, SYNGENTA AG, CHEVRON U.S.A. INC., file this
`
`Complaint, and would respectfully show as follows:
`
`
`
`1.
`
`Paraquat is a synthetic chemical compoundP0F
`
`I. SUMMARY OF THE CASE
` that since the mid-1960s has been
`
`1
`
`P
`
`developed, registered, manufactured, distributed, sold for use, and used as an active ingredient in
`
`herbicide products (“paraquat”) developed, registered, formulated, distributed, and sold for use in
`
`the United States, including the State of South Carolina.
`
`2.
`
`Defendants are companies and successors-in-interest
`
`to companies
`
`that
`
`manufactured, distributed, and sold paraquat for use in South Carolina, acted in concert with others
`
`who manufactured, distributed, and sold paraquat for use in South Carolina, sold and used paraquat
`
`in South Carolina, or owned property in South Carolina where paraquat was used.
`
`3.
`
`PlaintiffP1F
`
`2
`
`P brings this suit against Defendants to recover damages for personal injuries
`
`
`1 Paraquat dichloride (EPA Pesticide Chemical Code 061601) or paraquat methosulfate (EPA Pesticide
`Chemical Code 061602).
`2 Unless otherwise indicated, “Plaintiff” refers to the individual who had direct exposure to Paraquat.
`
`
`
`1
`
`
`
`Case 3:21-pq-01240-NJR Document 1 Filed 10/11/21 Page 2 of 45 Page ID #2
`
`
`
`
`
`resulting from Plaintiff’s exposure to paraquat over many years in South Carolina.
`
`
`
`
`
`A.
`
`4.
`
`II. PARTIES
`
`UPlaintiffs
`
`Plaintiff Donald G. Davis is a citizen and resident of the State of South Carolina
`
`who suffers from Parkinson’s disease (“PD”) caused by exposure to paraquat within the State of
`
`South Carolina.
`
`5.
`
`Plaintiff Emma Jean Davis is a citizen and resident of the State of South Carolina
`
`who has suffered losses of the services and consortium of Plaintiff Donald G. Davis as a result of
`
`Plaintiff’s illness. Plaintiff Emma Jean Davis has been the lawful spouse of Plaintiff Donald G.
`
`Davis continuously since February 15, 1958.
`
`B.
`
`6.
`
`Defendants
`
`Defendant Syngenta Crop Protection LLC (“SCPLLC”) is a Delaware company
`
`with its principal place of business in Greensboro, North Carolina. SCPLLC is a wholly owned
`
`subsidiary of Defendant Syngenta AG.
`
`7.
`
`Defendant Syngenta AG (“SAG”) is a foreign corporation with its principal place
`
`of business in Basel, Switzerland.
`
`8.
`
`Defendant Chevron U.S.A., Inc. (“Chevron U.S.A.”) is a Pennsylvania corporation
`
`with its principal place of business in San Ramon, California.
`
`III. JURISDICTION AND VENUE
`
`9.
`
`This Court has subject-matter jurisdiction over this action under 28 U.S.C. § 1332
`
`because there is complete diversity of the plaintiff and the defendants and the matter in controversy
`
`exceeds the sum or value of $75,000, exclusive of interest and costs.
`
`10.
`
`Venue is proper in this district under 28 U.S.C. §1391 because Defendants’ conduct
`
`
`
`2
`
`
`
`Case 3:21-pq-01240-NJR Document 1 Filed 10/11/21 Page 3 of 45 Page ID #3
`
`
`
`
`
`business in this District, are subject to jurisdiction in this district, and have sold, marketed, and or
`
`distributed paraquat within this District at all times relevant to this suit, because a substantial part
`
`of the acts or occurrences giving rise to this suit occurred within this District.
`
`11.
`
`Notwithstanding the previous paragraph, this Complaint is filed in the Southern
`
`District of Illinois pursuant to the Court’s Order of June 10, 2021, allowing direct filing of actions.
`
`However, it is not intended as a waiver of any rights relating to Lexecon, venue, or choice of law.
`
`To the contrary, Plaintiffs expressly reserve any Lexecon rights or rights relating to venue or choice
`
`of law.
`
`IV. ALLEGATIONS COMMON TO ALL CAUSES OF ACTION
`
`A.
`
`Defendants and their predecessors.
`
`1. USyngenta Crop Protection LLC and Syngenta AG
`
`12.
`
`In 1926, four British chemical companies merged to create the British company
`
`that then was known as Imperial Chemical Industries Ltd. and ultimately was known as Imperial
`
`Chemical Industries PLC (“ICI”).
`
`13.
`
`In or about 1971, ICI created or acquired a wholly owned U.S. subsidiary organized
`
`under the laws of the State of Delaware, which at various times was known as Atlas Chemical
`
`Industries Inc., ICI North America Inc., ICI America Inc., and ICI United States Inc., and
`
`ultimately was known as ICI Americas Inc. (collectively “ICI Americas”).
`
`14.
`
`In or about 1992, ICI merged its pharmaceuticals, agrochemicals, and specialty
`
`chemicals businesses, including the agrochemicals business it had operated at one time through a
`
`wholly owned British subsidiary known as Plant Protection Ltd. and later as a division within ICI,
`
`into a wholly owned British subsidiary known as ICI Bioscience Ltd.
`
`15.
`
`In 1993, ICI demerged its pharmaceuticals, agrochemicals, and specialty chemicals
`
`
`
`3
`
`
`
`Case 3:21-pq-01240-NJR Document 1 Filed 10/11/21 Page 4 of 45 Page ID #4
`
`
`
`
`
`businesses, from which it created the Zeneca Group, with the British company Zeneca Group PLC
`
`as its ultimate parent company.
`
`16.
`
`As a result of ICI’s demerger and creation of the Zeneca Group, ICI Bioscience Ltd.
`
`was demerged from ICI and merged into, renamed, or continued its business under the same or
`
`similar ownership and management as Zeneca Ltd., a wholly owned British subsidiary of Zeneca
`
`Group PLC.
`
`17.
`
`Before ICI’s demerger and creation of the Zeneca Group, ICI had a Central
`
`Toxicology Laboratory that performed and hired others to perform health and safety studies that
`
`were submitted to the U.S. Department of Agriculture (“USDA”) and the U.S. Environmental
`
`Protection Agency (“EPA”) to secure and maintain the registration of paraquat and other pesticides
`
`for use in the United States.
`
`18.
`
`As a result of ICI’s demerger and creation of the Zeneca Group, ICI’s Central
`
`Toxicology Laboratory became Zeneca Ltd.’s Central Toxicology Laboratory.
`
`19.
`
`After ICI’s demerger and creation of the Zeneca Group, Zeneca Ltd.’s Central
`
`Toxicology Laboratory continued to perform and hire others to perform health and safety studies
`
`that were submitted to EPA to secure and maintain the registration of paraquat and other pesticides
`
`for use in the United States.
`
`20.
`
`As a result of ICI’s demerger and creation of the Zeneca Group, ICI Americas was
`
`demerged from ICI and merged into, renamed, or continued its business under the same or similar
`
`ownership and management as Zeneca, Inc. (“Zeneca”), a wholly owned subsidiary of Zeneca
`
`Group PLC organized under the laws of the State of Delaware.
`
`21.
`
`In 1996, the Swiss pharmaceutical and chemical companies Ciba-Geigy Ltd. and
`
`Sandoz AG merged to create the Novartis Group, with the Swiss company Novartis AG as the
`
`
`
`4
`
`
`
`Case 3:21-pq-01240-NJR Document 1 Filed 10/11/21 Page 5 of 45 Page ID #5
`
`
`
`
`
`ultimate parent company.
`
`22.
`
`As a result of the merger that created the Novartis Group, Ciba-Geigy Corporation,
`
`a wholly owned subsidiary of Ciba-Geigy Ltd. organized under the laws of the State of New York,
`
`was merged into or continued its business under the same or similar ownership and management
`
`as Novartis Crop Protection, Inc. (“NCPI”), a wholly owned subsidiary of Novartis AG organized
`
`under the laws of the State of Delaware.
`
`23.
`
`In 1999, the Swedish pharmaceutical company Astra AB merged with Zeneca
`
`Group PLC to create the British company AstraZeneca PLC, of which Zeneca Ltd. and Zeneca
`
`were wholly owned subsidiaries.
`
`24.
`
`In 2000, Novartis AG and AstraZeneca PLC spun off and merged the Novartis
`
`Group’s crop protection and seeds businesses and AstraZeneca’s agrochemicals business to create
`
`the Syngenta Group, a global group of companies focused solely on agribusiness, with Defendant
`
`Syngenta AG (“SAG”) as the ultimate parent company.
`
`25.
`
`As a result of the Novartis/AstraZeneca spinoff and merger that created the
`
`Syngenta Group, Zeneca Ltd. was merged into, renamed, or continued its business under the same
`
`or similar ownership and management as Syngenta Ltd., a wholly owned British subsidiary of
`
`SAG.
`
`26.
`
`As a result of the Novartis/AstraZeneca spinoff and merger that created the
`
`Syngenta Group, Zeneca Ltd.’s Central Toxicology Laboratory became Syngenta Ltd.’s Central
`
`Toxicology Laboratory.
`
`27.
`
`Since the Novartis/AstraZeneca spinoff and merger that created the Syngenta
`
`Group, Syngenta Ltd.’s Central Toxicology Laboratory has continued to perform and hire others
`
`to perform health and safety studies for submission to the EPA to secure and maintain the
`
`
`
`5
`
`
`
`Case 3:21-pq-01240-NJR Document 1 Filed 10/11/21 Page 6 of 45 Page ID #6
`
`
`
`
`
`registration of paraquat and other pesticides for use in the United States.
`
`28.
`
`As a result of the Novartis/AstraZeneca spinoff and merger that created the
`
`Syngenta Group, NCPI and Zeneca were merged into and renamed, or continued to do their
`
`business under the same or similar ownership and management, as Syngenta Crop Protection, Inc.
`
`(“SCPI”), a wholly owned subsidiary of SAG organized under the laws of the State of Delaware.
`
`29.
`
`In 2010, SCPI was converted into Defendant Syngenta Crop Protection LLC
`
`(“SCPLLC”), a wholly owned subsidiary of SAG organized and existing under the laws of the
`
`State of Delaware with its principal place of business in Greensboro, North Carolina.
`
`30.
`
`SAG is a successor in interest to the crop-protection business of its corporate
`
`predecessor Novartis AG.
`
`31.
`
`SAG is a successor in interest to the crop-protection business of its corporate
`
`predecessor AstraZeneca PLC.
`
`32.
`
`SAG is a successor in interest to the crop-protection business of its corporate
`
`predecessor Zeneca Group PLC.
`
`33.
`
`SAG is a successor in interest to the crop-protection business of its corporate
`
`predecessor Imperial Chemical Industries PLC, previously known as Imperial Chemical Industries
`
`Ltd.
`
`34.
`
`SAG is a successor in interest to the crop-protection business of its corporate
`
`predecessor ICI Bioscience Ltd.
`
`35.
`
`SAG is a successor in interest to the crop-protection business of its corporate
`
`predecessor Plant Protection Ltd.
`
`36.
`
`SCPLLC is a successor in interest to the crop-protection business of its corporate
`
`predecessor SCPI.
`
`
`
`6
`
`
`
`Case 3:21-pq-01240-NJR Document 1 Filed 10/11/21 Page 7 of 45 Page ID #7
`
`
`
`
`
`37.
`
`SCPLLC is a successor in interest to the crop-protection business of its corporate
`
`predecessor NCPI.
`
`38.
`
`SCPLLC is a successor in interest to the crop-protection business of its corporate
`
`predecessor Ciba-Geigy Corporation.
`
`39.
`
`SCPLLC is a successor in interest to the crop-protection business of its corporate
`
`predecessor Zeneca Inc.
`
`40.
`
`SCPLLC is a successor by merger or continuation of business to its corporate
`
`predecessor ICI Americas Inc., previously known as Atlas Chemical Industries Inc., ICI North
`
`America Inc., ICI America Inc., and ICI United States Inc.
`
`41.
`
`SCPLLC does substantial business in the State of South Carolina, including the
`
`following:
`
`a. markets, advertises, distributes, sells, and delivers paraquat and other
`pesticides to distributors, dealers, applicators, and farmers in the State of South
`Carolina;
`
`b. secures and maintains the registration of paraquat and other pesticides with
`the EPA and the State of South Carolina to enable itself and others to
`manufacture, distribute, sell, and use these products in the State of South
`Carolina; and
`
`c. performs, hires others to perform, and funds or otherwise sponsors or
`otherwise funds the testing of pesticides in the State of South Carolina.
`
`42.
`
`SAG is a foreign corporation organized and existing under the laws of Switzerland,
`
`
`
`
`
`with its principal place of business in Basel, Switzerland.
`
`43.
`
`SAG is a holding company that owns stock or other ownership interests, either
`
`directly or indirectly, in other Syngenta Group companies, including SCPLLC.
`
`44.
`
`45.
`
`SAG is a management holding company.
`
`Syngenta Crop Protection AG (“SCPAG”), a Swiss corporation with its principal
`
`
`
`7
`
`
`
`Case 3:21-pq-01240-NJR Document 1 Filed 10/11/21 Page 8 of 45 Page ID #8
`
`
`
`
`
`place of business in Basel, Switzerland, is one of SAG’s direct, wholly owned subsidiaries.
`
`46.
`
`SCPAG employs the global operational managers of production, distribution, and
`
`marketing for the Syngenta Group’s Crop Protection (“CP”) and Seeds Divisions.
`
`47.
`
`The Syngenta Group’s CP and Seeds Divisions are the business units through which
`
`SAG manages its CP and Seeds product lines.
`
`48.
`
`The Syngenta Group’s CP and Seeds Divisions are not and have never been
`
`corporations or other legal entities.
`
`49.
`
`50.
`
`51.
`
`52.
`
`SCP AG directly and wholly owns Syngenta International AG (“SIAG”).
`
`SIAG is the “nerve center” through which SAG manages the entire Syngenta Group.
`
`SIAG employs the “Heads” of the Syngenta Group’s CP and Seeds Divisions.
`
`SIAG also employs the “Heads” and senior staff of various global functions of the
`
`Syngenta Group, including Human Resources, Corporate Affairs, Global Operations, Research and
`
`Development, Legal and Taxes, and Finance.
`
`53.
`
`Virtually all of the Syngenta Group’s global “Heads” and their senior staff are
`
`housed in the same office space in Basel, Switzerland.
`
`54.
`
`SAG is the indirect parent of SCPLLC through multiple layers of corporate
`
`ownership:
`
`a. SAG directly and wholly owns Syngenta Participations AG;
`
`b. Syngenta Participations AG directly and wholly owns Seeds JV C.V.;
`
`c. Seeds JV C.V. directly and wholly owns Syngenta Corporation;
`
`d. Syngenta Corporation directly and wholly owns Syngenta Seeds, LLC;
`
`e. Syngenta Seeds, LLC directly and wholly owns SCPLLC.
`
`55.
`
`Before SCPI was converted to SCPLLC, it was incorporated in Delaware, had its
`
`
`
`8
`
`
`
`Case 3:21-pq-01240-NJR Document 1 Filed 10/11/21 Page 9 of 45 Page ID #9
`
`
`
`
`
`principal place of business in North Carolina, and had its own board of directors.
`
`56.
`
`SCPI’s sales accounted for more than 47% of the sales for the entire Syngenta
`
`Group in 2019.
`
`57.
`
`SAG has purposefully organized the Syngenta Group, including SCPLLC, in such
`
`a way as to attempt to evade the authority of courts in jurisdictions in which it does substantial
`
`business.
`
`58.
`
`Although the formal legal structure of the Syngenta Group is designed to suggest
`
`otherwise, SAG in fact exercises an unusually high degree of control over its country-specific
`
`business units, including SCPLLC, through a “matrix management’’ system of functional reporting
`
`to global “Product Heads” in charge of the Syngenta Group’s unincorporated Crop Protection and
`
`Seeds Divisions, and to global “Functional Heads” in charge of human resources, corporate affairs,
`
`global operations, research and development, legal and taxes, and finance.
`
`59.
`
`The lines of authority and control within the Syngenta Group do not follow its
`
`formal legal structure, but instead follow this global “functional” management structure.
`
`60.
`
`SAG controls the actions of its far-flung subsidiaries, including SCPLLC, through
`
`this global “functional” management structure.
`
`61.
`
`SAG’s board of directors has established a Syngenta Executive Committee (“SEC”),
`
`which is responsible for the active leadership and the operative management of the Syngenta
`
`Group, including SPLLC.
`
`62.
`
`The SEC consists of the CEO and various global Heads, which currently are:
`
`a. The Chief Executive Officer;
`
`b. Group General Counsel;
`
`c. The President of Global Crop Protection;
`
`
`
`9
`
`
`
`
`Case 3:21-pq-01240-NJR Document 1 Filed 10/11/21 Page 10 of 45 Page ID #10
`
`
`
`d. The Chief Financial Officer;
`
`e. The President of Global Seeds; and
`
`f. The Head of Human Resources;
`
`63.
`
`64.
`
`SIAG employs all of the members of the Executive Committee.
`
`Global Syngenta Group corporate policies require SAG subsidiaries, including
`
`SPLLC, to operate under the direction and control of the SEC and other unincorporated global
`
`management teams.
`
`65.
`
`66.
`
`SAG’s board of directors meets five to six times a year.
`
`In contrast, SCPI’s board of directors rarely met, either in person or by telephone,
`
`and met only a handful of times over the last decade before SCPI became SCPLLC.
`
`67.
`
`Most, if not all, of the SCPI board’s formal actions, including selecting and
`
`removing SCPI officers, were taken by unanimous written consent pursuant to directions from the
`
`SEC or other Syngenta Group global or regional managers that were delivered via e-mail to SCPI
`
`board members.
`
`68.
`
`Since SCPI became SCPLLC, decisions that are normally made by the board or
`
`managers of SCPLLC in fact continue to be directed by the SEC or other Syngenta Group global
`
`or regional managers.
`
`69.
`
`Similarly, Syngenta Seeds, Inc.’s board of directors appointed and removed SCPI
`
`board members at the direction of the SEC or other Syngenta Group global or regional managers.
`
`70.
`
`Since SCPI became SCPLLC, the appointment and removal of the manager(s) of
`
`SCPLLC continues to be directed by the SEC or other Syngenta Group global or regional managers.
`
`71.
`
`The management structure of the Syngenta Group’s CP Division, of which
`
`SCPLLC is a part, is not defined by legal, corporate relationships, but by functional reporting
`
`
`
`10
`
`
`
`
`Case 3:21-pq-01240-NJR Document 1 Filed 10/11/21 Page 11 of 45 Page ID #11
`
`
`
`relationships that disregard corporate boundaries.
`
`72.
`
`Atop the CP Division is the CP Leadership Team (or another body with a different
`
`name but substantially the same composition and functions), which includes the President of
`
`Global Crop Protection, the CP region Heads (including SCPLLC President Vern Hawkins), and
`
`various global corporate function Heads.
`
`73.
`
`The CP Leadership Team meets bi-monthly to develop strategy for new products,
`
`markets, and operational efficiencies and to monitor performance of the Syngenta Group’s
`
`worldwide CP business.
`
`74.
`
`Under the CP Leadership Team are regional leadership teams, including the North
`
`America Regional Leadership Team (or another body with a different name but substantially the
`
`same composition and functions), which oversees the Syngenta Croup’s U.S. and Canadian CP
`
`business (and when previously known as the NAFTA Regional Leadership Team, also oversaw
`
`the Syngenta Group’s Mexican CP business).
`
`75.
`
`The North America Regional Leadership Team is chaired by SCPLLC’s president
`
`and includes employees of SCPLLC and the Syngenta Group’s Canadian CP company (and when
`
`previously known as the NAFTA Regional Leadership Team, also included employees of the
`
`Syngenta Group’s Mexican CP company).
`
`76.
`
`The Syngenta Group’s U.S. and Canadian CP companies, including SCPLLC,
`
`report to the North America Regional Leadership Team, which reports the CP Leadership Team,
`
`which reports to the SEC, which reports to SAG’s board of directors.
`
`77.
`
`Some members of the North America Regional Leadership Team, including some
`
`SCPLLC employees, report or have in the past reported not to their nominal superiors within the
`
`companies that employ them, but directly to the Syngenta Group’s global Heads.
`
`
`
`11
`
`
`
`
`Case 3:21-pq-01240-NJR Document 1 Filed 10/11/21 Page 12 of 45 Page ID #12
`
`
`
`78.
`
`Syngenta Group global Heads that supervise SCPLLC employees participate and
`
`have in the past participated in the performance reviews of these employees and in setting their
`
`compensation.
`
`79.
`
`The Syngenta Group’s functional reporting lines have resulted in employees of
`
`companies, including SCPLLC, reporting to officers of remote parent companies, officers of
`
`affiliates with no corporate relationship other than through SAG, or officers of subsidiary
`
`companies.
`
`80.
`
`SCPLLC performs its functions according to its role in the CP Division structure:
`
`CP Division development projects are proposed at the global level, ranked
`a.
`and funded at the global level after input from functional entities such as the CP
`Leadership Team and the North America Regional Leadership Team, and given
`final approval by the SEC;
`
`New CP products are developed by certain Syngenta Group companies or
`b.
`functional groups that manage and conduct research and development functions for
`the entire CP Division;
`
`These products are then tested by other Syngenta Group companies,
`c.
`including SCPLLC, under the direction and supervision of the SEC, the CP
`Leadership Team, or other Syngenta Group global managers;
`
`Syngenta Group companies, including SCPLLC, do not contract with or
`d.
`compensate each other for this testing;
`
`Rather, the cost of such testing is included in the testing companies’
`e.
`operating budgets, which are established and approved by the Syngenta Group’s
`global product development managers and the SEC;
`
`If a product shows promise based on this testing and the potential markets
`f.
`for the product, either global or regional leaders (depending on whether the target
`market is global or regional), not individual Syngenta Group companies such as
`SCPLLC, decide whether to sell the product;
`
`g.
`
`h.
`
`81.
`
`Decisions to sell the product must be approved by the SEC; and
`
`The products that are sold all bear the same Syngenta trademark and logo.
`
`SCPLLC is subject to additional oversight and control by Syngenta Group global
`
`12
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`Case 3:21-pq-01240-NJR Document 1 Filed 10/11/21 Page 13 of 45 Page ID #13
`
`
`
`managers through a system of “reserved powers” established by SAG and applicable to all
`
`Syngenta Group companies.
`
`82.
`
`These “reserved powers” require Syngenta Croup companies to seek approval for
`
`certain decisions from higher levels within the Syngenta Group’s functional reporting structure.
`
`83.
`
`For example, although SAG permits Syngenta Croup companies to handle small
`
`legal matters on their own, under the “reserved powers” system, SAG’s Board of Directors must
`
`approve settlements of certain types of lawsuits against Syngenta Group companies, including
`
`SCPLLC, if their value exceeds an amount specified in the “reserved powers.”
`
`84.
`
`Similarly, the appointments of senior managers at SCPLLC must be approved by
`
`higher levels than SCPLLC’s own management, board of directors, or even its direct legal owner.
`
`85.
`
`Although SCPLLC takes the formal action necessary to appoint its own senior
`
`managers, this formal action is in fact merely the rubber-stamping of decisions that have already
`
`been made by the Syngenta Group’s global management.
`
`86.
`
`Although SAG subsidiaries, including SCPLLC, pay lip service to legal formalities
`
`that give the appearance of authority to act independently, in practice many of their acts are directed
`
`or pre-approved by the Syngenta Group’s global management.
`
`87.
`
`SAG and the global management of the Syngenta Group restrict the authority of
`
`SCPLLC to act independently in areas including:
`
`a. Product development;
`
`b. Product testing (among other things, SAG and the global management of
`the Syngenta Group require SCPLLC to use Syngenta Ltd.’s Central
`Toxicology Laboratory to design, perform, or oversee product safety testing
`that SCPLLC submits to the EPA in support of the registrations of paraquat
`and other pesticides);
`c. Production;
`
`d. Marketing;
`
`
`
`13
`
`
`
`
`Case 3:21-pq-01240-NJR Document 1 Filed 10/11/21 Page 14 of 45 Page ID #14
`
`
`
`e. Sales;
`
`f. Human resources;
`
`g. Communications and public affairs;
`
`h. Corporate structure and ownership;
`
`i. Asset sales and acquisitions;
`
`j. Key appointments to boards, committees and management positions;
`
`k. Compensation packages;
`
`l. Training for high-level positions; and
`
`m. Finance (including day-to-day cash management) and tax.
`
`88.
`
`Under the Syngenta Group’s functional management system, global managers
`
`initiate, and the global Head of Human Resources oversees, international assignments and
`
`compensation of managers employed by one Syngenta subsidiary to do temporary work for another
`
`Syngenta subsidiary in another country. This international assignment program aims, in part, to
`
`improve Syngenta Group-wide succession planning by developing corporate talent to make
`
`employees fit for higher positions within the global Syngenta Group of companies.
`
`89.
`
`Under this international assignment program, at the instance of Syngenta Group
`
`global managers, SCPLLC officers and employees have been “seconded” to work at other SAG
`
`subsidiaries, and officers and employees of other Syngenta Group subsidiaries have been
`
`“seconded” to work at SCPLLC.
`
`90.
`
`The Syngenta Group’s functional management system includes a central global
`
`finance function—known as Syngenta Group Treasury—for the entire Syngenta Group.
`
`91.
`
`The finances of all Syngenta Group companies are governed by a global treasury
`
`policy that subordinates the financial interests of SAG’s subsidiaries, including SCPLLC, to the
`
`
`
`14
`
`
`
`
`Case 3:21-pq-01240-NJR Document 1 Filed 10/11/21 Page 15 of 45 Page ID #15
`
`
`
`interests of the Syngenta Group as a whole.
`
`92.
`
`Under the Syngenta Group’s global treasury policy, Syngenta Group Treasury
`
`controls daily cash sweeps from subsidiaries such as SCPLLC, holds the cash on account, and
`
`lends it to other subsidiaries that need liquidity.
`
`93.
`
`The Syngenta Group’s global treasury policy does not allow SAG subsidiaries such
`
`as SCPLLC to seek or obtain financing from non-Syngenta entities without the approval of
`
`Syngenta Group Treasury.
`
`94.
`
`Syngenta Group Treasury also decides whether SCPLLC will issue a dividend or
`
`distribution to its direct parent company, and how much that dividend will be.
`
`95.
`
`SCPLLC’s board or management approves dividends and distributions mandated
`
`by Syngenta Group Treasury without any meaningful deliberation.
`
`96.
`
`SAG, through its agent or alter ego, SCPLLC, does substantial business in the State
`
`of South Carolina, in the ways previously alleged as to SCPLLC.
`
`U2. Chevron
`
`97.
`
`Chevron Chemical Company (“Chevron Chemical”) was a corporation organized
`
`in 1928 under the laws of the State of Delaware.
`
`98.
`
`In 1997, Chevron Chemical was merged into Chevron Chemical Company LLC
`
`(“Chevron Chemical LLC”), a limited liability company organized under the laws of the State of
`
`Delaware.
`
`99.
`
`In the mid-2000s, Chevron Chemical LLC was merged into or continued to operate
`
`under the same or similar ownership and management as Chevron Phillips Chemical Company LP
`
`(“CP Chemical”).
`
`100.
`
`CP Chemical is a successor in interest to the crop-protection business of its
`
`corporate predecessor Chevron Chemical LLC.
`
`
`
`15
`
`
`
`
`Case 3:21-pq-01240-NJR Document 1 Filed 10/11/21 Page 16 of 45 Page ID #16
`
`
`
`101.
`
`CP Chemical is a successor by merger or continuation of business to its corporate
`
`predecessor Chevron Chemical.
`
`102.
`
`Defendant Chevron U.S.A. is a corporation organized and existing under the laws
`
`of the State of Delaware, with its principal place of business in the State of California.
`
`103.
`
`Defendant Chevron U.S.A. is a successor in interest to the crop-protection business
`
`of its corporate predecessor Chevron Chemical LLC.
`
`104.
`
`Defendant Chevron U.S.A. is a successor in interest to the crop-protection business
`
`of its corporate predecessor CP Chemical.
`
`105.
`
`In the mid-2000s, Chevron USA entered into an agreement in which it expressly
`
`assumed the liabilities of Chevron Chemical and Chevron Chemical LLC arising from Chevron
`
`Chemical’s then-discontinued agrichemical business, which included the design, registration,
`
`manufacture, formulation, packaging, labeling, distribution, marketing, and sale of paraquat
`
`products in the United States as alleged in this Complaint.
`
`B.
`
`106.
`
`Paraquat manufacture, distribution, and sale
`
`ICI, a legacy company of Syngenta, claims to have discovered the herbicidal
`
`properties of paraquat in 1955.
`
`107. The leading manufacturer of paraquat is Syngenta, which (as ICI) developed the
`
`active ingredient in paraquat in the early 1960s.
`
`108.
`
`ICI produced the first commercial paraquat formulation and registered it in England
`
`in 1962.
`
`109.
`
`110.
`
`111.
`
`
`
`Paraquat was marketed in 1962 under the brand name Gramoxone.
`
`Paraquat first became commercially available for use in the United States in 1964.
`
`In or about 1964, ICI and Chevron Chemical entered into agreements regarding the
`
`16
`
`
`
`
`Case 3:21-pq-01240-NJR Document 1 Filed 10/11/21 Page 17 of 45 Page ID #17
`
`
`
`licensing and distribution of paraquat (“the ICI-Chevron Chemical Agreements”).
`
`112.
`
`In or about 1971, ICI Americas became a party to the ICI-Chevron Chemical
`
`Agreements on the same terms as ICI.
`
`113.
`
`The ICI-Chevron Chemical Agreements were renewed or otherwise remained in
`
`effect until about 1986.
`
`114.
`
`In the ICI-Chevron Chemical Agreements, ICI and ICI Americas granted Chevron
`
`Chemical a license to their patents and technical information to permit Chevron Chemical to
`
`formulate or have formulated, use, and sell paraquat in the United States and to grant sub-licenses
`
`to others to do so.
`
`115.
`
`In the ICI-Chevron Chemical Agreements, Chevron Chemical granted ICI and ICI
`
`Americas a license to its patents and technical information to permit ICI and ICI Americas to
`
`formulate or have formulated, use, and sell paraquat throughout the world and to grant sub-licenses
`
`to others to do so.
`
`116.
`
`In the ICI-Chevron Chemical Agreements, ICI and ICI Americas and Chevron
`
`Chemical agreed to exchange patent and technical information regarding paraquat.
`
`117.
`
`In the ICI-Chevron Chemical Agreements, ICI and ICI Americas granted Chevron
`
`Chemical exclusive rights to distribute and sell paraquat in the United States.
`
`118.
`
`In the ICI-Chevron Chemical Agreements, ICI and ICI Americas granted Chevron
`
`Chemical a license to distribute and sell paraquat in the U.S. under the ICI-trademarked brand
`
`name Gramoxone.
`
`119.
`
`ICI and ICI Americas and Chevron Chemical entered into the ICI-Chevron
`
`Chemical Agreements to divide the worldwide market for paraquat between them.
`
`120.
`
`Under the ICI-Chevron Chemical Agreements, Chevron Chemical distributed and
`
`
`
`17
`
`
`
`
`Case 3:21-pq-01240-NJR Document 1 Filed 10/11/21 Page 18 of 45 Page ID #18
`
`
`
`sold paraquat in the U.S. and ICI and ICI Americas distributed and sold paraquat outside the United
`
`States.
`
`121.
`
`Under the ICI-Chevron Chemical Agreements and related agreements, both ICI and
`
`ICI Americas and Chevron Chemical distributed and sold paraquat under the ICI-trademarked
`
`brand name Gramoxone.
`
`122.
`
`Under the ICI-Chevron Chemical Agreements, ICI and ICI Americas and Chevron
`
`Chemical exchanged patent and technical information regarding paraquat.
`
`123.
`
`Under the ICI-Chevron Chemical Agreements, ICI and ICI Americas provided to
`
`Chevron Chemical health and safety and efficacy studies performed or procured by ICI’s Central
`
`Toxicology Laboratory, which Chevron Chemical then submitted to the USDA and the EPA to
`
`secure and maintain the registration of paraquat for manufacture, formulation, distribution, and
`
`sale for use in the United States.
`
`124.
`
`Under the ICI-Chevron Chemical Agreements and related agreements, ICI and ICI
`
`Americas manufactured and sold paraquat to Chevron Chemical that Chevron Chemical then
`
`distributed and sold in the United States, including in South Carolina, where Chevron Chemical
`
`registered paraquat products with the State of South Carolina and marketed, advertised, and
`
`promoted them to South Carolina distributors, dealers, applicators, and farmers.
`
`125. Under the ICI-Chevron Chemical Agreements and related agreements, Chevron
`
`Chemical distributed and sold paraquat in the United States under the ICI-trademarked brand name
`
`Gramoxone and other names, including in South Carolina, where Chevron Chemical registered such
`
`products with the State of South Carolina to enable them to be lawfully distributed, so