Christopher Bilek v. Federal Insurance Company ( 2021 )

In the
United States Court of Appeals
For the Seventh Circuit
____________________
No. 20-2504
CHRISTOPHER BILEK,
Plaintiff-Appellant,
v.
FEDERAL INSURANCE COMPANY, et al.,
Defendants-Appellees.
____________________
Appeal from the United States District Court for the
Northern District of Illinois, Eastern Division.
No. 1:19-cv-08389 — Charles P. Kocoras, Judge.
____________________
ARGUED APRIL 2, 2021 — DECIDED AUGUST 10, 2021
____________________
Before WOOD, HAMILTON, and KIRSCH, Circuit Judges.
KIRSCH, Circuit Judge. Christopher Bilek received two un-
authorized robocalls soliciting health insurance that he al-
leged violated the Telephone Consumer Protection Act and
the Illinois Automatic Telephone Dialing Act. Bilek sued Fed-
eral Insurance Company and Health Insurance Innovations
on a vicarious liability theory, claiming that defendants’
2 No. 20-2504
agents generated the unauthorized robocalls. 1 To support his
agency allegations, Bilek alleged a web of business relation-
ships: Federal Insurance Company contracted with Health In-
surance Innovations to sell its insurance; Health Insurance In-
novations hired lead generators to effectuate telemarketing;
and the lead generators made the unauthorized robocalls that
form the basis of Bilek’s claims here.
Though neither Federal Insurance Company nor Health
Insurance Innovations initiated the robocalls, Bilek sought to
hold defendants vicariously liable for the lead generators’ un-
authorized calling under three agency theories: actual author-
ity, apparent authority, and ratification. The district court dis-
missed Bilek’s complaint, holding that Bilek failed to plausi-
bly allege agency on any of these grounds. For that reason, the
district court dismissed Bilek’s claims against Federal Insur-
ance Company for failure to state a claim under Rule 12(b)(6),
and it dismissed Health Insurance Innovations for lack of per-
sonal jurisdiction under Rule 12(b)(2). We disagree. While we
express no view on whether Bilek will ultimately succeed in
proving an agency relationship between the lead generators
and either Federal Insurance Company or Health Insurance
Innovations, Bilek alleges enough at the pleading stage for his
complaint to move forward. For the reasons explained below,
we reverse and remand.
I
In our review of a district court’s Rule 12(b)(6) dismissal,
we accept the allegations in the plaintiff’s complaint as true
1When we refer to both Federal Insurance Company and Health Insur-
ance Innovations, we use “defendants” for clarity.
No. 20-2504 3
and draw all reasonable inferences in plaintiff’s favor. See
Taha v. Int'l Brotherhood of Teamsters, Loc. 781, 947 F.3d 464, 469
(7th Cir. 2020). The same is true in our review of a district
court’s dismissal for lack of personal jurisdiction under Rule
12(b)(2), where, as here, the district court decides that motion
without conducting an evidentiary hearing. See Tamburo v.
Dworkin, 601 F.3d 693, 700 (7th Cir. 2010). Thus, for the pur-
poses of this appeal, we accept as true Bilek’s well-pleaded
factual allegations discussed below.
On December 21, 2019, Bilek filed a three-count complaint
against Federal Insurance Company and Health Insurance In-
novations, alleging claims under the Telephone Consumer
Protection Act and Illinois Automatic Telephone Dialing Act.
See 47 U.S.C. § 227; 815 ILCS § 305/30(a)(b). Bilek alleged that
he received two unauthorized robocalls as a part of a telemar-
keting campaign initiated by Federal Insurance Company and
Health Insurance Innovations to advertise and solicit Federal
Insurance Company’s health insurance. Federal Insurance
Company contracted with Health Insurance Innovations to
generate business. Health Insurance Innovations, in turn, con-
tracted with lead generators to conduct telemarketing for
Federal Insurance Company’s health insurance. Against this
backdrop, the lead generators initiated the two robocalls to
Bilek’s cellphone. On September 20, 2019, Bilek received the
first such call on his cellphone. A pre-recorded message solic-
ited health insurance and instructed Bilek to press 1 to be con-
nected to a representative. Bilek pressed 1. Bilek was con-
nected to a live agent who provided a quote for health insur-
ance underwritten by Federal Insurance Company and facili-
tated by Health Insurance Innovations. Bilek alleged that the
live agent he spoke with on the phone identified the insurance
as “Chubb” health insurance, and that Chubb insurance as
4 No. 20-2504
referenced by the agent was “for Federal Insurance Com-
pany,” a member of the Chubb family of companies. 2
Bilek received a second call on his cellphone on September
26, 2019. This second call played the same pre-recorded mes-
sage. Bilek again pressed 1 and became connected to a live
agent who provided a quote for Federal Insurance Com-
pany’s health insurance. Bilek alleged that he did not consent
to either call—both of which Bilek alleged used an automated
dialing system and prerecorded voice in violation of the
TCPA, 47 U.S.C. § 227, and the Illinois Automatic Telephone
Dialing Act, 815 ILCS § 305/30(a)(b).
In his complaint, Bilek alleged that the lead generators
acted with Federal Insurance Company’s and Health Insur-
ance Innovations’ actual and apparent authority, and that de-
fendants ratified the lead generators’ unauthorized
2 In the alternative, Bilek alleges that the insurance “was for a different
member of the ’Chubb‘ family of companies, whose identity will be iden-
tified through discovery.” Id. ¶ 20. We accept as true at the pleading stage
Bilek’s allegation that the insurance solicited was for Federal Insurance
Company, recognizing that “we cannot expect, nor does Federal Rule of
Civil Procedure 8 require, a plaintiff to plead information []he could not
access without discovery.” Runnion ex rel. Runnion v. Girl Scouts of Greater
Chicago & Nw. Indiana, 786 F.3d 510, 529 (7th Cir. 2015). Moreover, Federal
Insurance Company does not challenge Bilek’s allegation as an “unsup-
ported conclusory factual allegation[]”that is not entitled to the assump-
tion of truth. Zablocki v. Merchants Credit Guide Co., 968 F.3d 620, 623 (7th
Cir. 2020) (quotation omitted). While Federal Insurance Company notes in
its briefing that the callers did not identify Federal Insurance Company by
name, its arguments here are premised on its contention that Bilek failed
to plausibly allege that the unnamed callers acted as its agents.
No. 20-2504 5
robocalling. Specifically, Federal Insurance Company gave
Health Insurance Innovations and its lead generators author-
ity to use its tradename, approved scripts, and proprietary
pricing and product information. Health Insurance Innova-
tions then provided these scripts to its lead generators. It also
participated in calls directly by pairing lead generators with
quotes through its online portal and emailing quotes to call
recipients. Both defendants accepted benefits from the lead
generators’ robocalls—Federal Insurance Company through
the advertisement and sales of its health insurance products,
and Health Insurance Innovations through payments for gen-
erating leads.
Defendants each moved to dismiss Bilek’s complaint. Fed-
eral Insurance Company brought a motion to dismiss for fail-
ure to state a claim under Rule 12(b)(6), arguing that Bilek
failed to plausibly allege an agency relationship between itself
and the lead generators. Making the same agency arguments,
Health Insurance Innovations moved for dismissal for lack of
personal jurisdiction under Rule 12(b)(2). It argued that with-
out alleging a plausible agency relationship, Bilek failed to
connect Health Insurance Innovations to Illinois through the
lead generators’ conduct. 3
The district court agreed with both defendants, finding
that Bilek failed to plausibly allege that the lead generators
acted pursuant to a valid agency theory—actual authority, ap-
parent authority, or ratification. On Bilek’s actual authority
claim, the district court reasoned that Bilek failed to plausibly
allege agency because his complaint lacked allegations of
3Health Insurance Innovations additionally moved for dismissal under
Rule 12(b)(6), but the district court declined to reach this ground.
6 No. 20-2504
defendants’ control over the timing, quantity, and geographic
location of the lead generators’ unauthorized robocalls. It next
found Bilek’s apparent authority claims insufficient because
he alleged only that the purported agents—not the princi-
pals—made manifestations to Bilek. Finally, the district court
reasoned that Bilek failed to allege agency under its ratifica-
tion theory because Bilek did not allege that he purchased
health insurance from the robocalls, so according to the dis-
trict court, defendants accepted no benefits from the lead gen-
erators’ unauthorized calling.
In light of its determinations on Bilek’s three agency theo-
ries, the district court held that Bilek neither stated a claim
against Federal Insurance Company, nor established a prima
facie case of personal jurisdiction over Health Insurance Inno-
vations. Accordingly, the district court dismissed Bilek’s com-
plaint and entered final judgment in defendants’ favor. This
appeal followed.
II
A
We begin our analysis with the district court’s Rule
12(b)(6) dismissal of Federal Insurance Company before turn-
ing to its dismissal of Health Insurance Innovations for lack
of personal jurisdiction. We review a district court’s dismissal
under Rule 12(b)(6) de novo, “construing the complaint in the
light most favorable to the plaintiff[], accepting as true all
well-pleaded facts and drawing reasonable inferences in the
plaintiff[‘]s favor.” Yeftich v. Navistar, Inc., 722 F.3d 911, 915
(7th Cir. 2013). Yet “we need not accept as true statements of
law or unsupported conclusory factual allegations.” Id.No. 20-2504 7
Federal Rule of Civil Procedure 8(a)(2) prescribes a plain-
tiff’s pleading standards, and it requires only that a complaint
plead “a short and plain statement of the claim showing that
the pleader is entitled to relief.” If a complaint fails to meet
this standard, it may be dismissed under Rule 12(b)(6) for
“failure to state a claim upon which relief can be granted.” To
survive a Rule 12(b)(6) motion to dismiss, a plaintiff must
plead facts to “state a claim that is plausible on its face.” Bell
Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007). A claim is plau-
sible where a plaintiff “pleads factual content that allows the
court to draw the reasonable inference that the defendant is
liable for the misconduct alleged.” Ashcroft v. Iqbal, 556 U.S.
662, 678 (2009). We have considered that “Twombly and Iqbal
require the plaintiff to ‘provid[e] some specific facts’ to sup-
port the legal claims asserted in the complaint.” McCauley v.
City of Chicago, 671 F.3d 611, 616 (7th Cir. 2011) (quoting Brooks
v. Ross, 578 F.3d 574, 581 (7th Cir. 2009)). While the required
level of specificity “is not easily quantified,” a plaintiff must
allege “enough details about the subject-matter of the case to
present a story that holds together.” Id. (quotation omitted).
Fundamentally, “the plausibility determination is a context-
specific task that requires the reviewing court to draw on its
judicial experience and common sense.” W. Bend Mut. Ins. Co.
v. Schumacher, 844 F.3d 670, 676 (7th Cir. 2016) (quotations
omitted).
Bilek alleged that Federal Insurance Company is liable for
the lead generators’ unauthorized robocalling under actual
authority, apparent authority, and ratification principles of
agency liability. Each agency theory offers an independent ba-
sis for Federal Insurance Company’s vicarious liability. See
Dish Network, LLC, 28 F.C.C. Rcd. 6574, 6584 (2013) (recogniz-
ing that a defendant “may be liable for [TCPA] violations by
8 No. 20-2504
its representatives under a broad range of agency principles,
under the federal common law of agency, including not only
formal agency, but also principles of apparent authority and
ratification”). But we need not reach all three agency theories
here. Since “[a] motion to dismiss under Rule 12(b)(6) doesn’t
permit piecemeal dismissal of parts of claims,” our inquiry is
limited to only whether Bilek’s complaint “includes factual al-
legations that state a plausible claim for relief.” BBL, Inc. v.
City of Angola, 809 F.3d 317, 325 (7th Cir. 2015) (explaining that
unlike a motion to dismiss, summary judgment explicitly al-
lows for the parties to move for judgment on parts of claims
to narrow individual factual issues for trial). Bilek’s complaint
does so. By way of example, Bilek states a plausible claim for
relief under his actual authority theory of agency liability, so
we start and end there.
Actual authority requires that at the time of an agent’s
conduct, “the agent reasonably believes, in accordance with
the principal’s manifestations to the agent, that the principal
wishes the agent so to act.” RESTATEMENT (THIRD) OF AGENCY
§ 2.01 (2006); see Moriarty v. Glueckert Funeral Home, Ltd., 155
F.3d 859, 866 (7th Cir. 1998). To prove that the lead generators
had actual authority, Bilek ultimately must show evidence
that (1) a principal/agent relationship exists, (2) the principal
controlled or had the right to control the alleged agent’s con-
duct, and (3) the alleged conduct fell within the scope of the
agency. See Spitz v. Proven Winners N. Am., LLC, 759 F.3d 724,
732 (7th Cir. 2014) (interpreting Illinois law, which like federal
common law, accords with the Restatement of Agency, Opp v.
Wheaton Van Lines, Inc., 231 F.3d 1060, 1064 (7th Cir. 2000));
see also Warciak v. Subway Rests., Inc., 949 F.3d 354, 357 (7th
Cir. 2020)(“Express authority exists when a principal
No. 20-2504 9
expressly authorizes an agent and the agent acts on the prin-
cipal’s behalf and subject to the principal’s control.”).
We need not—and do not—decide here whether Bilek’s
allegations are sufficient, if true, to prove his vicarious liabil-
ity claims. But we find that his allegations include enough de-
tail to render his actual authority theory of agency liability
plausible. Bilek’s theory of liability is clear—the lead genera-
tors acted as Federal Insurance Company’s agents, with ac-
tual authority, when they allegedly initiated robocalls to
Bilek’s cellphone without his consent. And Bilek’s underlying
factual allegations include enough supporting detail to render
this theory plausible. Bilek alleged that the lead generators in-
itiated robocalls that solicited Federal Insurance Company’s
health insurance, and that Federal Insurance Company au-
thorized the lead generators to use its approved scripts, trade-
name, and proprietary information in making these calls. In-
deed, Bilek spoke with a lead generator directly who quoted
him Federal Insurance Company’s health insurance. Bilek
also alleged that the lead generators were paired with these
quotes in real time by Health Insurance Innovations—the
company Federal Insurance Company contracted with to sell
its insurance. Health Insurance Innovations then emailed
quotes to call recipients and permitted the lead generators to
enter information into its system. These alleged facts, viewed
in the light most favorable to Bilek, support the inference that
Federal Insurance Company authorized the lead generators
to act on its behalf and subject to its control. See RESTATEMENT
(THIRD) OF AGENCY § 2.01; Warciak, 949 F.3d at 357. Bilek al-
leges more than a formulaic recitation of his cause of action,
see W. Bend Mut. Ins. Co., 844 F.3d at 675, and he includes spe-
cific facts to support his theory of relief, see McCauley, 671
F.3d at 616. Nothing more is required to comply with Rule
10 No. 20-2504
8(a)(2), nor to meet the plausibility standard articulated by
Twombly and its progeny.
Federal Insurance Company’s contention that Bilek’s ac-
tual authority allegations fail to meet these pleading stand-
ards is unsupported. Federal Insurance Company argues that
Bilek failed to state a plausible agency claim to survive a Rule
12(b)(6) dismissal because his complaint lacks allegations that
Federal Insurance Company controlled the timing, quantity,
and geographic location of the lead generators’ robocalls. But
allegations of minute details of the parties’ business relation-
ship are not required to allege a plausible agency claim. See
generally Tamayo v. Blagojevich, 526 F.3d 1074, 1081 (7th Cir.
2008) (“A complaint need not allege all, or any, of the facts
logically entailed by the claim and it certainly need not in-
clude evidence.”) (quotation omitted)).
Further, while the right to control an agent’s actions are a
“constant across the relationships of agency,” the “content or
specific meaning of the right varies.” RESTATEMENT (THIRD) OF
AGENCY § 1.01 cmt. c (explaining that “a person may be an
agent although the principal lacks the right to control the full
range of the agent’s activities”). And whether an agency rela-
tionship exists is ultimately a question of fact. See United
States v. Dish Network L.L.C., 954 F.3d 970, 975 (7th Cir. 2020).
Bilek need not prove his claims at the pleading stage, and we
need not resolve the bounds of Bilek’s agency claims here. We
decide only that Bilek alleges a plausible claim for relief.
In a final effort to argue that Bilek’s complaint fails to as-
sert a claim against it, Federal Insurance Company contends
that Warciak compels dismissal of Bilek’s complaint. But War-
ciak is inapposite to Bilek’s allegations here. There, we af-
firmed the district court’s Rule 12(b)(6) dismissal of the
No. 20-2504 11
plaintiff’s TCPA claims seeking to hold Subway vicariously
liable for a promotional text message sent by T-Mobile as a
part of its “T-Mobile Tuesdays” campaign. See Warciak, 949
F.3d at 356–57. In that campaign, T-Mobile offered free items
from various well-known stores to its customers via text mes-
sage, and the plaintiff alleged that he received one such text
message from T-Mobile offering a free Subway sandwich. See
id. We stopped the plaintiff’s vicarious liability claim against
Subway in its tracks, holding that allegations of a contract be-
tween Subway and T-Mobile—without anything else—failed
to allege an agency relationship. See id. at 357. We rejected
that a commercial contract between two sophisticated busi-
nesses was “tantamount to an agency relationship,” consider-
ing that “[w]hile an agency relationship can be created by con-
tract, not all contractual relationships form an agency.” Id.
Bilek’s complaint is easily distinguishable from Warciak
both in its level of detail and factual context. As discussed
herein, Bilek alleges more than a barebones contractual rela-
tionship, and he does enough to plead that the lead generators
acted with Federal Insurance Company’s actual authority.
Bilek alleges that Federal Insurance Company authorized the
lead generators, through Health Insurance Innovations, to use
its approved scripts, tradename, and proprietary information
to solicit and advertise its health insurance. Indeed, Bilek re-
ceived a robocall, and after pressing 1, he spoke to a lead gen-
erator who used this proprietary information to quote Federal
Insurance Company’s health insurance. In this respect, Fed-
eral Insurance Company’s telemarketing campaign is nothing
like T-Mobile’s text messaging promotion in Warciak. War-
ciak’s allegations that T-Mobile simply promoted another
business’s products through its own channels is a common
advertising arrangement, but it in no way suggests agency. In
12 No. 20-2504
direct contrast, Bilek’s allegations that the lead generators
called Bilek offering to sell him health insurance and quoted
Federal Insurance Company’s health insurance using its pro-
prietary and pricing information suggests that they were, in
fact, acting on Federal Insurance Company’s behalf. Unlike in
Warciak, Bilek’s allegations here support the inference that the
lead generators acted as Federal Insurance Company’s agents
with actual authority.
***
With a viable agency claim on its actual authority theory,
Bilek’s complaint moves forward at this pleading stage. In
reaching this result, we need not and do not reach Bilek’s ap-
parent authority and ratification theories of agency liability.
Of course, the parties may pursue discovery on these theories.
And the parties may move for summary judgment on all or
any part of Bilek’s claims. Fed. R. Civ. P. 56(a). At this stage,
we hold only that Bilek’s complaint should not have been dis-
missed under Rule 12(b)(6).
B
Turning now to the district court’s dismissal of Health In-
surance Innovations, we review a district court’s dismissal for
lack of personal jurisdiction de novo. See Matlin v. Spin Master
Corp., 921 F.3d 701, 704 (7th Cir. 2019). When a district court
decides a motion to dismiss for lack of personal jurisdiction
without conducting an evidentiary hearing, as here, a plaintiff
need only make out a prima facie case of personal jurisdiction.
See Matlin, 921 F.3d at 705. “We take as true all well-pleaded
facts alleged in the complaint and resolve any factual disputes
... in favor of the plaintiffs.” Id. (quotation and alterations
omitted).
No. 20-2504 13
Because Bilek’s complaint raises both federal and state law
claims, the district court properly exercised subject matter ju-
risdiction over Bilek’s claims under federal question jurisdic-
tion, 28 U.S.C. § 1331, and supplemental jurisdiction, 28
U.S.C. § 1367. As to the district court’s personal jurisdiction,
in a federal question case, “a federal court has personal juris-
diction over the defendant if either federal law or the law of
the state in which the court sits authorizes service of process
to that defendant.” Curry v. Revolution Labs, LLC, 949 F.3d 385,
393 (7th Cir. 2020) (quotation omitted). Bilek’s federal claim
arises under the TCPA, which does not authorize nationwide
service process in a private cause of action. See 47 U.S.C. § 227.
Therefore, “a federal court sitting in Illinois may exercise ju-
risdiction over the defendants in this case only if authorized
both by Illinois law and by the United States Constitution.”
Curry, 949 F.3d at 393 (quotation and alteration omitted).
The Illinois long-arm statute authorizes jurisdiction over a
non-resident through conduct of an agent. See 735 ILCS 5/2-
209(a). In addition, § 2-209(c) provides a catch-all provision,
permitting a court’s exercise of jurisdiction to the full extent
permitted by the Illinois and United States Constitutions. See
735 ILCS 5/2-209(c). Accordingly, we have held that “the Illi-
nois long-arm statute permits the exercise of personal juris-
diction to the full extent permitted by the Fourteenth Amend-
ment’s Due Process Clause.” Curry, 949 F.3d at 393 (quotation
omitted); see Mobile Anesthesiologists Chicago, LLC v. Anesthesia
Assocs. of Houston Metroplex, P.A., 623 F.3d 440, 443 (7th Cir.
2010) (“We have held that there is no operative difference be-
tween [the Illinois and federal] constitutional limits.”). Thus,
we proceed with a federal due process analysis. See Curry, 949
F.3d at 393.
14 No. 20-2504
To comport with federal due process, a defendant must
maintain “’minimum contacts’” with the forum state such
that “the maintenance of the suit ‘does not offend traditional
notions of fair play and substantial justice.’” Tamburo, 601
F.3d at 701 (quoting Int'l Shoe Co. v. Washington, 326 U.S. 310,
316 (1945)). When considering due process for specific per-
sonal jurisdiction, we must determine whether “(1) the de-
fendant has purposefully directed his activities at the forum
state or purposefully availed himself of the privilege of con-
ducting business in that state, and (2) the alleged injury arises
out of the defendant’s forum-related activities.” Id. at 702 (cit-
ing Burger King Corp. v. Rudzewicz, 471 U.S. 462, 472 (1985)).
Relying on the same three agency theories invoked against
Federal Insurance Company (actual authority, apparent au-
thority, and ratification), Bilek asserts that the district court
has specific personal jurisdiction over Health Insurance Inno-
vations through the lead generators’ alleged conduct. Signifi-
cantly, Health Insurance Innovations does not contest that the
lead generators’ conduct would be independently sufficient
to establish personal jurisdiction over the non-party callers for
Bilek’s TCPA and IATDA claims. Thus, the question here is
whether the lead generators’ initiation of robocalls to Bilek in
Illinois can establish a prima facie case of specific personal ju-
risdiction over Health Insurance Innovations. Resolving this
question turns on whether Bilek sufficiently alleges that the
lead generators are “agents” of Health Insurance Innovations.
Before reaching this question, however, we note that this
circuit’s case law addressing agency in the personal jurisdic-
tion context is limited. Bilek seeks to attribute the lead gener-
ators’ alleged conduct to Health Insurance Innovations to es-
tablish specific personal jurisdiction over Health Insurance
No. 20-2504 15
Innovations. While plainly authorized by the Illinois long-
arm statute, 735 ILCS 5/2-209(a), we have never explicitly held
the attribution of an agent’s conduct to a principal to establish
specific personal jurisdiction comports with federal due pro-
cess. We hold now that it does, joining other circuits that have
recognized the same. See, e.g., Nandjou v. Marriott Int'l, Inc.,
985 F.3d 135, 150 (1st Cir. 2021) (“[F]or purposes of personal
jurisdiction, the actions of an agent may be attributed to the
principal.”); Celgard, LLC v. SK Innovation Co., 792 F.3d 1373,
1379 (Fed. Cir. 2015) (“For purposes of specific personal juris-
diction, the contacts of a third-party may be imputed to the
defendant under either an agency or alter ego theory.”); Myers
v. Bennett Law Offices, 238 F.3d 1068, 1073 (9th Cir. 2001) (same
with respect to agency).
In reaching this conclusion, we recognize that an agent’s
conduct directed at the forum state has long been considered
pertinent in the specific personal jurisdiction context both by
the Supreme Court and this circuit. See Asahi Metal Indus. Co.
v. Superior Ct. of California, 480 U.S. 102, 112 (1987) (analyzing
whether a defendant’s marketing of a product “through a dis-
tributor who has agreed to serve as the sales agent in the fo-
rum State” may show purposeful availment); New Process
Steel, L.P. v. PH GR, Inc., 107 F. App’x 641, 642 (7th Cir. 2004)
(analyzing, in an unpublished order, whether the acts of an
agent can be used to establish personal jurisdiction over a
principal should agency be established); Wisconsin Elec. Mfg.
Co. v. Pennant Prods., Inc., 619 F.2d 676, 677 (7th Cir. 1980)
(finding that two visits by defendant’s agents to the forum
state in connection with negotiating a contract established
specific personal jurisdiction over defendant). Our considera-
tion of an agent’s contacts in determining whether a defend-
ant purposefully availed itself of the forum state, thus, breaks
16 No. 20-2504
little new ground. Considering these authorities, supported
by the fundamental agency principle that a principal is liable
for the wrongful acts of an agent acting within its authority,
see Dish Network L.L.C., 954 F.3d at 976, it follows that attrib-
uting an agent’s suit-related contacts to a principal to estab-
lish specific personal jurisdiction poses no due process bar.
We note briefly that the Supreme Court has limited the at-
tribution of an agent’s contacts to a principal in the general
personal jurisdiction context. See Daimler AG v. Bauman, 571
U.S. 117, 134–36 (2014). But Daimler does not alter our specific
personal jurisdiction inquiry. There, the Supreme Court re-
jected the Ninth Circuit’s test for attributing an agent’s con-
tacts to a principal for general personal jurisdiction, but it nev-
ertheless recognized that agency relationships “may be rele-
vant to the existence of specific personal jurisdiction.” Id. at 135
n.13. In contrast to general, all-purpose jurisdiction addressed
by Dailmer—arising only where a corporation’s contacts are
so “continuous and systematic as to render [it] essentially at
home in the forum State”—specific personal jurisdiction is
“confined to adjudication of issues deriving from, or con-
nected with, the very controversy that establishes jurisdic-
tion.” Goodyear Dunlop Tires Operations, S.A. v. Brown, 564 U.S.
915, 919 (2011) (quotations omitted). For that purpose, attrib-
uting an agent’s actions to a principal which are intertwined
with the very controversy at issue is consistent with the pur-
poseful availment requirement underlying the Supreme
Court’s specific personal jurisdiction precedent. See Burger
King Corp., 471 U.S. at 474.
Here, the lead generators’ alleged conduct forms the basis
of Bilek’s TCPA and IATDA claims. Bilek plainly alleges that
the lead generators made the illegal phone calls to Bilek in
No. 20-2504 17
Illinois. And just as with Federal Insurance Company, Bilek’s
supporting agency allegations adequately allege that the lead
generators acted with Health Insurance Innovations’ actual
authority. See RESTATEMENT (THIRD) OF AGENCY § 1.01; § 2.01;
see Moriarty, 155 F.3d at 866. Bilek alleges not only that Health
Insurance Innovations contracted with the agents directly to
tele-market Federal Insurance Company’s health insurance,
but that Health Insurance Innovations participated in the calls
in real-time by pairing the agents with Federal Insurance
Company’s health insurance quotes, emailing quotes to call
recipients, and permitting its agents to enter information into
its system. These well-pled factual allegations are enough to
support an agency relationship on actual authority grounds
at the pleading stage. As a result, Bilek establishes a prima
facie case of personal jurisdiction over Health Insurance Inno-
vations.
Health Insurance Innovations’ arguments to the contrary
are not persuasive. Indeed, it primarily relies on the same fu-
tile arguments put forward by Federal Insurance Company: it
contends that a plausible agency relationship is lacking be-
cause Bilek did not allege that Health Insurance Innovations
controlled the timing, quantity, or geographic location of the
alleged phone calls. But for the same reasons addressed with
respect to Federal Insurance Company—which we need not
repeat here—such allegations are not necessary to allege an
agency relationship between the lead generators and Health
Insurance Innovations at the pleading stage.
Finally, Health Insurance Innovations contends that
Bilek’s allegation that it emailed quotes to call recipients
should be disregarded because Bilek himself does not claim
to have received an email. If anything, Health Insurance
18 No. 20-2504
Innovations only parses Bilek’s allegations at the margins
here. But, in any event, this allegation is consistent with
Bilek’s overarching agency theory—the lead generators acted
with Health Insurance Innovations’ actual authority in mak-
ing the unauthorized robocalls. In sum, Bilek alleges enough
to show an agency relationship between the lead generators
and Health Insurance Innovations. As a consequence, the dis-
trict court erred in finding it lacked personal jurisdiction over
Health Insurance Innovations.
III
We REVERSE the final judgment of the district court, and
the case is REMANDED for further proceedings consistent with
this opinion.