Every TCPA defense lawyer has had the same conversation with a client who’s just been sued alongside their own subsidiary. The client says something alone the lines of “but we didn’t make any calls, our subsidiary did.” And the client is often right, but that alone rarely ends the conversation because plaintiffs love to argue that a parent company should answer for whatever its subsidiary did somewhere far from home. Well, a federal court in Alabama just gave a clean and well-reasoned answer to that argument that is worth taking a look at.
The case is Black v. USHealth Advisors, LLC, No. 1:25-CV-1365-CLM, 2026 WL 2825908 (N.D. Ala. Sept. 21, 2026). Here, Robin Black alleged that she received seven calls and thirty seven texts pitching health insurance between August 2023 and January 2025. She sued two entities and USHealth Advisors answered the complaint and stayed in the fight. USHealth Group, the parent company, moved to dismiss for lack of personal jurisdiction, supported by a declaration from its CFO stating the company doesn’t sell insurance, doesn’t make calls, and has never done business in Alabama at all. The court even let Black take jurisdictional discovery before ruling by serving six interrogatories aimed at USHG’s Alabama contacts. She used them but it didn’t go the way she hoped.
Before getting to Black’s arguments, it helps to remember how personal jurisdiction actually works, since its one of those doctrines everyone studied for the bar and then mostly forgot the moment they started billing hours. A court asks whether the defendant had “fair warning” it could be sued in that state. Since nobody argued USHG was generally “at home” in Alabama, the whole case turned on specific jurisdiction, which asks whether the claims grow out of the defendant’s own contact with the forum, whether the defendant purposefully reached into that state, and whether hauling it into court there is basically fair. Black needed to show real contacts tying USHG itself to Alabama. She tried four different angles that are worth digging into because they come up over and over again.
Her first argument was that she’d identified the callers as USHG agents based on public records and her own analysis of the calls. Once USHG’s CFO swore otherwise, the burden shifted back to Black to produce something more concrete than “I looked into it and I’m pretty sure.” The court wasn’t persuaded, and pointed out that the one actual document she submitted worked against her. It was a LinkedIn profile for one of the callers, and it identified her as an advisor for USHealth Advisors, not USHG. Handing the other side their own exhibit is not exactly how you want jurisdictional discovery to go.
Her second argument leaned on two earlier confidential settlements with USHG involving what she called nearly identical fact patterns. The problem was there wasn’t much for the court to actually examine, just the bare fact that settlements had once happened. A settlement without details about what it involved doesn’t tell a court much about contacts with a state.
The third argument is the one every defense lawyer should file away for later. Black argued that USHG negotiating a settlement with her by email, through its in house counsel, was itself a contact with Alabama sufficient to support jurisdiction. The court rejected this, and rightly so, because the relatedness requirements asks whether the very same conduct underlying the claim is what created the contact with the forum. Black’s claims are about the calls and texts themselves. The settlement talks were about resolving a dispute over those calls and texts, which is a different thing entirely. If merely trying to work things out by email counted as consenting to jurisdiction, no company would ever again try to settle anything before getting sued, and that’s a genuinely bad incentive to build into the system.
Her fourth and final argument tried to pin USHA’s Alabama activity on its parent, either by treating USHA as mere shell for USHG or by arguing USHA was simply USHG’s agent. Both theories require actual proof that the parent controls the subsidiary in a way that erases the separation between them, not just that the parent’s lawyers helped coordinate a settlement or that one company owns the other. Black didn’t have that proof. Owning a subsidiary and occasionally coordinating its legal strategy is just how the corporate structure works, and it doesn’t by itself collapse two separate companies into one for jurisdictional purposes.
None of Black’s four theories held up, and the court dismissed USHealth Group from the case entirely for lack of personal jurisdiction. USHealth Advisors, having answered the complaint rather than fight jurisdiction, remains in the case and will have to defend the underlying TCPA claims on the merits.
As a side note, because this is a § 227(c)(5) case partly involving text messages, I hope USHealth Advisors preserved the issue in its Answer by moving to dismiss for failure to state a claim, particularly because the same court recently held that text messages are not “telephone calls” under § 227(c)(5), consistent with the Seventh Circuit and other jurisdictions. See Conrad v. Hart Consumer Products, No. 4:24-CV-307-CLM, 2026 WL 2741623 (N.D. Ala. Sept. 16, 2026). See the article the Czar posted recently discussing this exact case below.
For defense counsel, this opinion earns a spot in the citation folder for a few reasons. It confirms that jurisdictional discovery only helps a plaintiff if it actually produces something concrete, since vague assertions and “I did some research” affidavits won’t move the needle. Furthermore, the case draws a clear and useful line protecting good faith settlement communications from being twisted into a jurisdictional hook. And it reinforces that corporate separateness is still a real and defensible thing, as long as the facts on the ground actually support it. Sometimes a holding company really is just a holding company, and now there’s a nicely written opinion saying so.
Talk to you soon TCPAWorld and as always, be safe.
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