Bailey, J.
Tom James Company and some of its subsidiaries (collectively, “Tom James”) filed a lawsuit against Zurich American Insurance Company (“Zurich”), seeking a declaratory judgment regarding the scope of coverage of a commercial property insurance policy. Tom James now appeals the trial court order granting Zurich’s motion to dismiss the lawsuit for lack of personal jurisdiction.
We affirm.
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As an initial matter, we address Tom James’ assertion that Zurich waived its right to assert a personal jurisdiction defense when it filed in federal court its answer that only raised the lack of personal jurisdiction as to the plaintiff subsidiaries. It is possible to waive a claim of personal jurisdiction. See Stidham v. Whelchel, 698 N.E.2d 1152, 1156 (Ind. 1998). However, we find no such waiver here.
A challenge to personal jurisdiction may be raised either as an affirmative defense in the answer or in a motion to dismiss under Indiana Trial Rule 12(B)(2). Boyer, 42 N.E.3d at 508 n.1; Ind. Trial Rule 12(B); see also T.R. 12(H)(1)(b);4 T.R. 6(C) (providing that a Rule 12(B) motion alters the time for service of a responsive pleading). Here, in the state court, Zurich raised the challenge to Tom James’s personal jurisdiction in its timely motion to dismiss.
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… As the trial court—in its discretion—determined, Zurich’s answer in federal court was not deemed to have been filed in state court, and Zurich did not waive its personal jurisdiction claim as to Tom James Company simply because it did not raise such a claim in its answer in federal court.
Moreover, as the trial court found, it would be unfair to hold otherwise, given Tom James’ own true but critically incomplete statement in its complaint that it had “executive offices” in Indiana. TJ App. v. II at 66. As we discuss below, the location of Tom James’ “principal place of business” is relevant to whether Zurich “reached out” to an Indiana citizen and thereby created “minimum contacts” within Indiana for purposes of personal jurisdiction. See, e.g., Ford Motor Co. v. Montana Eight Jud. Dist. Ct., — U.S. –, 141 S.Ct. 1017, 1025 (2021). The “principal place of business” is normally the place where the corporation is headquartered and/or where its “officers direct, control, and coordinate the corporation’s activities.” Hertz Corp. v. Friend, 559 U.S. 77, 92-93 (2010). By omitting the highly relevant facts that it is headquartered in Tennessee and that its officers/board members are located not just in its “executive offices” in Indiana but also in Tennessee and Maryland, Tom James’ complaint misleadingly suggests its principal place of business is Indiana—a misleading suggestion Zurich appears to have relied upon when it failed to include Tom James Company in its motion to dismiss for lack of personal jurisdiction in federal court. Tom James provides no cogent reason why it should benefit from its own true but critically incomplete statements relevant to jurisdiction.
Zurich did not waive its personal jurisdiction defense against Tom James Company through its answer filed in federal court.
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… Tom James is not a corporate citizen of Indiana, it is not headquartered in Indiana, and its principal place of business is not Indiana. Furthermore, the Policy that forms the basis of Tom James’ lawsuit was not entered into or issued in Indiana but in Tennessee. And, critically, Tom James’ claims against Zurich have absolutely nothing to do with Indiana in particular or Zurich’s contacts here. Tom James’ claim under the Policy for its losses related to COVID was submitted by its Chief Financial Officer in Tennessee and did not allege any loss that is specific to Indiana. Indeed, although the Policy provides coverage for many locations throughout the United States, it clearly states that it does not provide insurance loss of business income at Tom James’ one and only Indiana location.
The fact that Zurich did not insure any Tom James location in Indiana is what distinguishes this case from those cited by Tom James for the proposition that “‘a company with insurance obligations in a state … has submitted to the jurisdiction of the state’s courts’ on suits to enforce those obligations.” …
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In short, no party to this lawsuit is a citizen of Indiana, the Policy was not entered into in Indiana, and the claimed injury did not arise in Indiana. Zurich did not “reach out” to Indiana to enter into the Policy at issue in this case, and Tom James’ claims under the Policy do not arise out of or relate to Zurich’s contacts with Indiana. Ford, 141 S.Ct. at 1025. There is no specific personal jurisdiction in Indiana.
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As our Supreme Court held, the statutory language clearly applies only to “actions arising out of contracts made within the state or with residents of the state.” Carter, 54 N.E.2d at 566-67. Because the purpose of the specific statutory language at issue is unambiguous, we need not consider the statutory legislative history. And, since the insurance contract at issue in this case was not made within the state or with residents of the state, Zurich did not consent to jurisdiction in this case by registering an agent in compliance with Indiana Code Section 27-1-17-4(7).
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There is nothing in the Policy clearly indicating a “high probability” that the parties intended the words “court of competent jurisdiction” to have any meaning other than its ordinary legal significance, i.e., any court (in the United States) with both subject-matter and personal jurisdiction. See id. As the Indiana trial court did not have personal jurisdiction, Zurich did not consent to be sued in that court.
Conclusion
Zurich did not waive its personal jurisdiction defense in the answer it filed after removal to federal court and before remand to state court. This matter was properly dismissed for lack of personal jurisdiction, as the claims do not arise out of or relate to Zurich’s minimum contacts with Indiana, and Zurich did not consent to personal jurisdiction by either complying with Indiana law or entering into the Policy with Tom James.
Affirmed.
Tavitas, J., and Kenworthy, J., concur.