Herlinda Estrada et al vs Chattem, Inc., individually, as alter ego of, and as successor-in-interest, et al.

A group of three defendants challenge this court’s jurisdiction over them in this action, contending their contacts with the State and their connections to Plaintiffs’ claims are too attenuated. The four demurring retailer defendants challenge the Complaint’s third cause of action only. The third cause of action is for fraud and pleads four separate theories: fraudulent misrepresentation; fraudulent concealment; conspiracy to commit fraudulent misrepresentation; and conspiracy to commit fraudulent concealment. (Complaint, pp. 102–105.) The same four defendants also move to strike the Complaint’s allegations of malice, oppression, and fraud in support of its prayer for punitive damages. (Id. at pp. 106.)

II. The Motions to Quash Service of Summons

A motion to quash tests the Court’s power over the defendant. (Code Civ. Proc., § 418.10.) “California courts may exercise personal jurisdiction on any basis consistent with Constitutions of California and the United States. [Citation.]” (Pavlovich v. Superior Court (2002) 29 Cal.4th 262, 268.) When a nonresident defendant moves to quash, the plaintiff must prove facts justifying the exercise of jurisdiction by a preponderance of the evidence. (Id. at p. 273.) The court does not presume its own power, and conclusory assertions of contact with the forum do not suffice. (Ibid.)

General, all-purpose jurisdiction reaches only a defendant that is essentially at home in the State; for a corporation, this is ordinarily its State of incorporation or its principal place of business. (Daimler AG v. Bauman (2014) 571 U.S. 117, 137 (Daimler).) Specific jurisdiction is narrower and depends upon the claims alleged. It requires that the defendant has purposefully availed itself of the forum, that the plaintiffs’ claims arise out of or relate to those forum contacts, and that the exercise of jurisdiction comport with fair play and substantial justice. (Bristol-Myers Squibb Co. v.

Superior Court (2017) 582 U.S. 255, 262; Snowney v. Harrah’s Entertainment, Inc. (2005) 35 Cal.4th 1054, 1062 (Snowney).) If the plaintiff meets their initial burden of demonstrating facts justifying the exercise of jurisdiction, then the defendant has the burden of demonstrating the exercise of jurisdiction would be unreasonable. (Snowney, supra, 35 Cal.4th at p. 1062.)

A. Minerals Technologies, Inc.

MTI is not at home in California. There is no general jurisdiction over MTI because it is neither incorporated nor headquartered here. Plaintiffs’ showing of specific jurisdiction also fails on the record before the Court. The record establishes a corporate relationship to other entities in the talc supply chain, as opposed to purposeful and claim-related conduct directed at California by MTI itself. Plaintiffs do not tie MTI’s own forum conduct to the talc that allegedly injured Mrs. Estrada. Instead, the connection they offer is mediated through other companies and is, on this record, too attenuated to satisfy due process. Accordingly, Minerals Technologies, Inc.’s motion to quash is GRANTED, and service of summons on Minerals Technologies, Inc. is quashed.

B. Specialty Minerals, Inc.

The analysis for SMI is materially the same as that for MTI, as is the result. SMI is not at home in California. Plaintiffs again rest on the structure of the corporate family and on generalized participation in a stream of commerce, rather than on purposeful, claim-specific contacts that may be attributed to SMI itself. On the record before the Court, the connection between SMI and Plaintiffs’ claims is too attenuated because Plaintiffs fail to link SMI’s forum-specific conduct to the harm caused to Mrs. Estrada. Accordingly, Specialty Minerals Inc.’s motion to quash is GRANTED, and service of summons on Specialty Minerals Inc. is quashed.

C. PTI Union, LLC

PTI Union stands on a different footing than MTI and SMI. Plaintiffs do not assert general jurisdiction, and none exists. PTI Union is a North Carolina limited liability company with its principal place of business in Missouri; it is not “at home” in California. (Noland Decl., ¶ 3; Daimler, supra, 571 U.S. at pp. 137–139.) The analysis hinges on whether Plaintiffs have established facts supporting specific jurisdiction.

1. Purposeful Availment

Plaintiffs’ meet their burden regarding purposeful availment by way of PT Union’s own verified discovery responses in the Alameda County Maricich case (Maricich, Jr. et al. v. Chattem, Inc. et al. (Super. Ct. Alameda County, 2025, No. 25CV116787). (Stewart Decl., Ex. 1 at pp. 14:1–22, 17:1–18, 10:24–11:23.) These allegations establish that PT Union blended and bottled “100% of the U.S. requirements” of certain Dr. Scholl’s products containing talc from April 2008 through 2019. This represents an estimated 600,000 to 800,000 bottles per year of product understood to be “intended for use in the United States generally.

Plaintiffs point to L.W. v. Audi AG (2025) 108 Cal.App.5th 95 in arguing that such evidence establishes PT Union’s purposeful availment. In L.W. v. Audi AG, the court concluded that, where a manufacturer supplies a regular, exclusive, and high-volume flow of a nationally distributed consumer product into the United States market, it purposefully avails itself of California, the most populous State into which the product necessarily flows. (L.W. v. Audi AG, supra, 108 Cal.App.5th at pp. 114, 118–119.)

L.W. is an on-point, published decision that is binding on this Court. (Auto Equity Sales, Inc. v. Superior Court (1962) 57 Cal.2d 450, 455 [“[d]ecisions of every division of the District Courts of Appeal are binding upon ... all the superior courts of this state”].) The First District Court of Appeal has applied L.W. v. Audi AG to the same defendant on the same material evidence, denying P.T. Union’s writ petition. (Stewart Decl., Ex. 5.)

Furthermore, the decisive facts (600,000 to 800,000 bottles per year of 100% of the U.S. requirements; a contractual obligation to comply “with all applicable United States federal, state, and local laws”) come from PT Union’s own verified interrogatory responses. This is competent evidence satisfying Plaintiffs’ burden. PT Union’s authorities are distinguishable. Bombardier and Brembo involved component suppliers with no evidence of any intent to serve California and no control over distribution. (Bombardier Recreational Products, Inc. v.

Dow Chemical Canada ULC (2013) 216 Cal.App.4th 591, 604–606; T.A.W. Performance, LLC v. Brembo, S.p.A. (2020) 53 Cal.App.5th 632, 644–646.) PT Union, by contrast, blended and bottled the finished, labeled retail product and admittedly produced the entire United States supply of the products at issue. Four of the five trial-court orders PT Union relies upon were issued in 2024 before L.W. v. Audi AG was decided. (Monroe Decl., Ex. B–E.) In addition, PT Union’s reliance on Walden v. Fiore (2014) 571 U.S. 277, 285, is misplaced because Plaintiffs do not rest jurisdiction on Mrs.

Estrada’s residence alone, but on Union’s own product distribution directed at the forum. Plaintiffs satisfy the purposeful availment requirement.

2. Relatedness

Mrs. Estrada declares that she used Dr. Scholl’s foot powder in California until approximately 2020; this overlaps with PT Union’s 2008–2019 manufacturing period. (Stewart Decl., Ex. 7, ¶¶ 3–8.) No proof of causation is required at the jurisdictional stage because the claim need only relate to the defendant's forum contacts. (Ford Motor Co. v. Montana Eighth Judicial Dist. Court (2021) 592 U.S. 351, 361–362; Jayone Foods, Inc. v. Aekyung Industrial Co. (2019) 31 Cal.App.5th 543, 559–561.) Plaintiffs satisfy the relatedness requirement.

3. Reasonableness

Because Plaintiffs meet their burden as to the first two prongs of the specificjurisdiction analysis, the burden shifts to PT Union to present a “compelling case” that jurisdiction would be unreasonable. (Burger King Corp. v. Rudzewicz (1985) 471 U.S. 462, 476–477.) PT Union submitted no evidence of unfairness or undue burden. (See Bader v. Avon Products, Inc. (2020) 55 Cal.App.5th 186, 193.) Given California’s strong interest in providing a forum for a resident’s claim of a serious in-state injury, the exercise of jurisdiction comports with fair play and substantial justice. Therefore, PT Union fails to meet its burden regarding reasonableness.

4. Evidentiary Objections

Plaintiffs’ objections to the Declaration of Edward T. Noland, Jr., are OVERRULED, except that, where the declaration characterizes the terms of contracts not placed before the Court (¶¶ 20–22), the Court accords those statements little weight. The objections do not affect the result, because Plaintiffs’ showing rests on court records and PT Union’s own interrogatory admissions rather than on any disputed portion of the Noland Declaration.

In sum and for the reasons stated, the Court finds that Plaintiffs meet their burden of demonstrating purposeful availment and relatedness, and PT Union fails to meet its burden regarding reasonableness.

Accordingly, PTI Union, LLC’s motion to quash is DENIED.

III. The Demurrers to the Third Cause of Action

A demurrer tests the legal sufficiency of the pleading. The court accepts as true all material facts properly pleaded, together with all facts that may be judicially noticed; it does not credit contentions, deductions, or conclusions of law. (Blank v. Kirwan (1985) 39 Cal.3d 311, 318.) The court reads the pleading as a whole, in context, and with a view to substantial justice between the parties. (Code Civ. Proc., § 452.) Fraud must be pleaded with particularity, and a greater degree of particularity is required when the defendant is a corporation. (Lazar v.

Superior Court (1996) 12 Cal.4th 631, 645; Tarmann v. State Farm Mut. Auto. Ins. Co. (1991) 2 Cal.App.4th 153, 157.) Nevertheless, less particularity is required when the pertinent facts lie within the defendant’s knowledge and/or when the claim is of fraudulent concealment, which by its nature cannot be pleaded with the same precision required of an affirmative misrepresentation. (Committee on Children’s Television, Inc. v. General Foods Corp. (1983) 35 Cal.3d 197, 217.)

As particularly relevant here, a demurrer does not lie to a portion of a cause of action. Thus, if a single theory within the fraud count states a claim, the demurrer to the entire cause of action must be overruled, regardless of any shortcomings of the other theories. (PH II, Inc. v. Superior Court (1995) 33 Cal.App.4th 1680, 1682-1683.) Accordingly, the decisive question regarding the four demurrers is the same for each retailer defendant: does the fraudulentconcealment theory state a claim? For each retailer, it does.

The Complaint alleges that Mrs. Estrada bought the retailer’s own store-brand talc directly, and these allegations supply the seller-buyer relationship from which a duty to disclose arises. (Bigler-Engler v. Breg, Inc. (2017) 7 Cal.App.5th 276, 311.) The Complaint further alleges the retailer’s knowledge of the asbestos hazard, the nondisclosure of that hazard, and that Mrs. Estrada was unaware, would have acted differently, and was injured. Because the retailers’ alleged level of knowledge differs, the Court discusses those differences below.

Nevertheless, the Court finds that the allegations against each are sufficient at the pleading stage.

A. CVS Pharmacy, Inc.

The Complaint adequately pleads the concealment theory against CVS because it directly alleges CVS’s knowledge. The Complaint pleads an internal 2009 communication in which a CVS manager concluded that cosmetic talc “is a carcinogen,” and it alleges that CVS continued to sell the product without warning. That is sufficient to withstand demurrer. Accordingly, CVS’s demurrer to the third cause of action is OVERRULED.

B. Longs Drug Stores, L.L.C.

Longs’ demurrer presents a closer question regarding its knowledge of the asbestos hazard. Because the Complaint does not allege an internal admission, the knowledge allegation rests instead on the following: a 1993 lawsuit alleging that Longs’ store-brand talc caused “talcosis”; on deposition testimony in that case (at which Longs’ counsel was present) linking talcosis to talc containing “either asbestos or silicon”; and on Longs’ continued sale of talc for roughly fifteen years thereafter when a cornstarch alternative was available.

Longs asserts strong arguments in support of its demurrer, including: talcosis is a different disease; the earlier complaint did not allege asbestos exposure; and the safety data sheets Longs received are alleged to have represented that the talc contained no asbestiform fibers. Nevertheless, those points go to the weight of the proof rather than the sufficiency of the pleading. On demurrer, the Court must accept the alleged fact that Longs knew its talc contained asbestos, as well as the prior suit, the deposition testimony, and the course of continued sales.

Taken together at this stage of the proceedings, these allegations support a reasonable inference that Longs had knowledge of the asbestos hazard. Accordingly, Longs’ demurrer to the third cause of action is OVERRULED.

C. Walgreen Co.

The concealment theory as against Walgreen is well pleaded and well developed. The knowledge allegations include: a 1972 study reporting asbestos-type fiber exposures from a Walgreen’s product by name; Walgreens’s knowledge by 1990 that Proposition 65 listed asbestiform-fiber talc as a carcinogen; its knowledge that talc appeared on the California Safe Cosmetics Act reportable-ingredients list, its reporting of other store-brand products but not its talc products, and its opposition to that statute; and safety data sheets describing the talc as of “unknown toxicity” and “possibly carcinogenic.” These allegations sufficiently support an inference of knowledge and concealment. Accordingly, Walgreen’s demurrer to the third cause of action is OVERRULED.

D. Walmart Inc.

The Complaint’s concealment theory against Walmart is supported by detailed internal records. The Complaint identifies named managers and a Vice President, quotes internal communications addressing talc and its hazards, and alleges a documented decision to continue selling talc before transitioning to cornstarch. Walmart’s principal contention is that its alleged knowledge concerns the industry and another manufacturer’s products rather than confirmed asbestos in Walmart’s own products. That argument goes to weight, not to the sufficiency of the pleading; on demurrer the Court accepts the alleged fact that Walmart knew its products contained asbestos.

While the parties debate certain trial-court orders from outside of this county, such orders are not binding on this Court. (Auto Equity Sales, Inc. v. Superior Court (1962) 57 Cal.2d 450, 455.) The Court has decided this demurrer on the Complaint in this action alone. Accordingly, Walmart’s demurrer to the third cause of action is OVERRULED.

E. Remaining Theories and Uncertainty

With respect to all four demurrers, the facts alleged in support of the affirmativemisrepresentation theory are less substantial. The Complaint identifies no specific advertisement, no time or place at which Mrs. Estrada encountered it, and no facts of actual reliance on a particular statement. (See Cadlo v. Owens-Illinois, Inc. (2004) 125 Cal.App.4th 513, 519-520.) Similarly, the conspiracy theories allege agreement in conclusory terms. (See Applied Equipment Corp. v. Litton Saudi Arabia Ltd. (1994) 7 Cal.4th 503, 510-511.) Nevertheless, this does not change the result because a demurrer does not lie to part of a count and the concealment theory alone is sufficient at this stage.

The demurrers on the ground of uncertainty are OVERRULED because each defendant’s detailed demurrer shows that it understands the charges well enough to answer. (Khoury v. Maly’s of Calif., Inc. (1993) 14 Cal.App.4th 612, 616.)

IV. The Motions to Strike Punitive-Damages Allegations

Punitive damages may not simply be pleaded by label but instead require specific facts establishing malice, oppression, or fraud. (Civ. Code, § 3294, subd. (a).) As against a corporation, allegations of punitive damages require that the offending conduct have been committed, authorized, or ratified by an officer, director, or managing agent. (Civ. Code, § 3294, subd. (b); College Hospital Inc. v. Superior Court (1994) 8 Cal.4th 704, 723–726). A managing agent is one who exercises substantial discretionary authority over decisions that ultimately determine corporate policy. (White v. Ultramar, Inc. (1999) 21 Cal.4th 563, 566–567 (Ultramar).) The motions are confined to the face of the pleading and to judicially noticeable matter, and well-pleaded allegations are taken as true. (Code Civ. Proc., §§ 436, 437.)

As discussed above, the fraud claim survives as to each retailer. The Complaint adequately pleads facts supporting the fraud claim in each instance, and it pleads conscious disregard through a multi-year course of selling talc without warning after notice of the hazard. Thus, the contested question in each motion to strike before the Court is whether the Complaint’s allegations satisfy the managing-agent requirement specific to allegations of punitive damages against a corporation, as set forth in Civil Code section 3294, subdivision (b). Because the four moving defendants are separately situated on this question, the Court discusses each in turn.

A. CVS Pharmacy, Inc.

The Complaint’s allegations against CVS identify the personnel who received and acted on the 2009 information and sufficiently support the inference that CVS’s managing agents repeatedly authorized a policy-level course of conduct over time. (Grimshaw v. Ford Motor Co. (1981) 119 Cal.App.3d 757, 812-814.) Whether the individuals in question are managing agents who set corporate policy is a question for a developed record, not for the pleadings.

Accordingly, CVS’s motion to strike is DENIED.

B. Longs Drug Stores, L.L.C.

The allegations against Longs present a narrower managing-agent showing because no individual is named. The allegations rest on the Grimshaw inference and on the prior suit’s allegations that Longs acted through its “officers, directors, and/or managing agents.” While such allegations standing alone may not be sufficient, the inference available at the pleading stage from a sustained, decades-long course of conduct is enough to withstand the motion to strike the request for punitive damages. Accordingly, Longs’ motion to strike is DENIED.

C. Walgreen Co.

The managing-agent allegations against Walgreen represent a stronger showing in support of the punitive damages request. The Complaint names a Walgreen’s chairman and chief executive officer and alleges he had actual knowledge that talc contained asbestos and was dangerous. A chairman and chief executive officer is an officer and managing agent within the meaning of the statute. The conscious-disregard allegations (i.e., selective non-reporting under the Safe Cosmetics Act, opposition to that statute, the availability of cornstarch, and years of continued sales) are substantial. Accordingly, Walgreen’s motion to strike is DENIED.

D. Walmart Inc.

Walmart presents the most developed conscious-disregard record and a strong, albeit contested, managing-agent allegation. The Complaint names a Vice President alleged to have participated in the decision to use talc rather than cornstarch, together with several senior managers. It also quotes internal communications reflecting that Walmart understood talc to be a carcinogen, declined to change its label, and framed its eventual transition around the litigation risk rather than consumer safety. Walmart’s authorities establish that a managing agent must have policy-determining authority. (Ultramar, supra, 21 Cal.4th at pp. 566–567; Morgan v.

J-M Manufacturing Co. (2021) 60 Cal.App.5th 1078.) Nevertheless, whether the named Vice President meets that standard is a question of fact the Court cannot resolve on the pleadings. Naming an officer who participated in the decision at issue, reinforced by the Grimshaw inference, is sufficient at the pleading stage. Accordingly, Walmart’s motion to strike is DENIED.

V.

Conclusion

For the reasons stated, the Court rules as follows: 1. The Court GRANTS the motion to quash brought by Mineral Technologies, Inc. and the motion to quash brought by Specialty Minerals Inc. Service is quashed as to these defendants.

2. The Court DENIES the motion to quash brought by PTI Union, LLC.

3. The Court OVERRULES the demurrers brought by CVS Pharmacy, Inc., Longs Drugs Stores California, L.L.C., Walgreen Co., and Walmart Inc.

4. The Court DENIES the motions to strike brought by CVS Pharmacy, Inc., Longs Drugs Stores California, L.L.C., Walgreen Co., and Walmart Inc.

Defendants whose motions or demurrers are denied or overruled must file responsive pleadings within 5 court days of the Order.

The Court will prepare the Order.

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