I. INTRODUCTION

The appellants in this case are affiliated corporations that allegedly owned,possessed, or operated the premises where the accident giving rise to thisdispute occurred. They appeal from the order of the circuit court which deniedtheir motions to dismiss the actions against them for lack of in personamjurisdiction. We affirm in part, reverse in part, and remand the cause to thecircuit court for further proceedings.

II. BACKGROUND

The complaints in these consolidated cases stem from injuries plaintiffsRichard T. Alderson, Robert A. Kallok, Cyril Smotrilla, Paul Danielson, andDavid Arcuri sustained in a July 28, 1998, coal dust explosion at the State LineGenerating Station (Power Plant) in Hammond, Indiana (Hammond). The Power Plantabuts the Indiana-Illinois state line. Plaintiffs are employees of Indianacontractors that were performing services at the Power Plant at the time of theexplosion. Alderson, Kallok, Arcuri, and Danielson are Indiana residents.

The complaints name as defendants Southern Company (Southern), SouthernEnergy, Inc. (Southern Energy), Southern Energy Resources, Inc. (Southern EnergyResources), Southern Energy Trading and Marketing, Inc. (Southern Energy Tradingand Marketing), Southern Electric International, Inc. (Southern ElectricInternational), Southern Energy North America, Inc. (Southern Energy NorthAmerica), State Line Energy, L.L.C. (State Line Energy), SEI State Line, Inc. (SEI),State Line Holding Corp. (State Line Holding), and Commonwealth Edison.Plaintiffs alleged that all defendants other than Commonwealth Edison(hereinafter referred to collectively as defendants) owned and operated thePower Plant on the date of the accident.

The complaints contain counts against defendants sounding in negligence and resipsa loquitur and allege general negligence in the operation and maintenanceof the Power Plant. Defendants filed a special appearance and a motion todismiss for lack of in personam jurisdiction. In the motion, defendantsasserted that they do not transact business, own property, maintain offices, orhave employees in Illinois and attached affidavits of officers or employees tosupport these assertions.

The trial court granted plaintiffs leave to conduct limited discovery on theissue of jurisdiction before responding to the motion. Discovery revealed thefollowing pertinent facts. Southern is essentially a holding company organizedprimarily to acquire and hold the securities of electric power, light and gas,and other public utility companies. It is the parent corporation of SouthernEnergy. Southern Energy North America is a wholly-owned subsidiary of SouthernEnergy. Southern Energy North America owns SEI and State Line Holding. SouthernEnergy Trading and Marketing was the entity within the Southern organizationwhich facilitated the trading of energy resources among utility companies.According to deposition witnesses, in September 1997, Southern Energy Tradingand Marketing merged with another corporation to form Southern Company EnergyMarketing. Southern Energy Trading and Marketing maintains a registered agentfor service of process in Illinois. Each defendant just described is a Delawarecorporation and has its principal office in Georgia.

SEI and State Line Holding own State Line Energy. State Line Energy is anIndiana limited liability company and owns the power plant and its equipment.State Line Energy has no employees. All personnel at the Power Plant on the dateof the accident were employees of Southern Energy Resources. Many of the workersemployed at the Power Plant are Illinois residents. As is the case with StateLine Energy, most of the Southern entities do not have employees but insteaddraw their personnel from Southern Energy Resources. A subsidiary of SouthernEnergy, Southern Energy Resources is a Delaware corporation, has its principaloffice in Georgia, and maintains a registered agent for service in Illinois.Plaintiffs served summons upon the Illinois registered agents of Southern EnergyTrading and Marketing and Southern Energy Resources. With the exception of thesuits filed in connection with the July 28, 1998, incident, defendants havenever been sued in Illinois.

Pursuant to an Asset Sale Agreement dated April 17, 1996, State Line Energypurchased the Power Plant from Commonwealth Edison Company of Indiana, Inc., awholly-owned subsidiary of Commonwealth Edison. On that same date, State LineEnergy executed a Power Purchase Agreement under which it agreed to supply thePower Plant's electrical output exclusively to Commonwealth Edison for 15 years.This agreement required State Line Energy to commit the Power Plant's normaloperating capacity, 490 megawatts at the time the parties entered into theagreement, to Commonwealth Edison. The Power Purchase Agreement also grantedCommonwealth Edison a right of first refusal regarding any power generatedbeyond 490 megawatts.

Commonwealth Edison retained title to equipment on the Power Plant premisesto enable it to take title to the electricity at that location. It distributedthe power from there to its customers. Both the Asset Sale Agreement and thePower Purchase Agreement were executed in Illinois and contained Illinoischoice-of-law provisions. The notice provisions in both agreements directed thatcommunications to State Line Energy be sent to the offices of SEI in Georgia.

There are several other agreements that define the relationship between StateLine Energy and Commonwealth Edison. Pursuant to a Coal Supply Agreement datedDecember 29, 1997, Commonwealth Edison agreed to supply all of the coal requiredto satisfy State Line Energy's obligations under the Power Purchase Agreement.The Coal Supply Agreement contained an Illinois choice-of-law provision, a venueprovision designating Illinois as the chosen forum for any action to enforce theprovisions of the agreement, and a notice provision providing thatcommunications to State Line Energy be sent to its Hammond, Indiana, address.

A Facilities Agreement dated December 30, 1997, sets forth State LineEnergy's obligations regarding the maintenance of certain equipment at the PowerPlant to ensure the reliable delivery of electrical power to CommonwealthEdison. The Facilities Agreement also provided for a communications link, in theform of a dedicated telephone line, between the Power Plant and CommonwealthEdison offices in Illinois. The purpose of the dedicated line was to allow theparties to the agreement to communicate regarding output requirements andconditions affecting the output or reliability of the Power Plant. TheFacilities Agreement likewise contained an Illinois choice-of-law provision anda notice provision directing that communications to State Line Energy be sent tothe offices of SEI in Georgia.

In a Consulting Services Agreement dated January 1, 1998, Commonwealth Edisonundertook to provide consulting services to State Line Energy. This agreementcontained an Indiana choice-of-law provision and a notice provision directingthat any communications to State Line Energy be sent either to a post office boxin Chicago or to its Hammond address.

In a Training Services Agreement dated June 10, 1998, Commonwealth Edisonagreed to provide emergency response training to State Line Energy at aCommonwealth Edison facility in Illinois. This agreement listed State LineEnergy's Chicago post office box address and contained an Illinois choice-of-lawprovision.

In connection with its purchase of the Power Plant, State Line Energy filed apetition requesting that the Indiana Utility Regulatory Commission (IURC)refrain from asserting jurisdiction over the Power Plant's operation. In thepetition, State Line Energy stated that, because of its obligations under thePower Purchase Agreement, it would not be making any sale of power to a retailcustomer in Indiana or elsewhere. The petition further stated that the"Illinois Commerce Commission is currently conducting hearings on theproposed transaction and impacts in Illinois where most, if not all, of thePlant's output will be utilized. It is not anticipated that any of the Plant'spower will be sold or used in Indiana at wholesale or retail." The petitionfurther represented that, as an exempt wholesale generator, State Line Energywas subject to the regulation of the Federal Energy Regulatory Commission andthat Illinois, in effect, would review State Line Energy's transactions throughits regulation of Commonwealth Edison.

The discovery materials also contain the deposition testimony of severalwitnesses. In his deposition, Randall Harrison testified that he is employed bySouthern Energy Resources. He was one of the employees primarily responsible foroverseeing State Line Energy's purchase of the Power Plant. Discovery materialsalso reveal that, as of October 12, 1998, Harrison was a vice-president ofSouthern Energy and a vice-president of Southern Energy Resources. Harrisontestified that at least part of the transaction required the approval of theIllinois Commerce Commission. It was his belief that State Line Energy'spetition to the IURC was unsuccessful. Harrison testified that the Asset SaleAgreement required the approval of the board of directors of SEI and SouthernEnergy and the finance committee of the Southern board of directors. Accordingto Harrison, SEI functioned as the manager of the Power Plant and oversaw itsday-to-day operations.

At the time he was negotiating the purchase of the Power Plant, Harrison wasnot aware of where the electricity to be sold to Commonwealth Edison wouldultimately be consumed. What Commonwealth Edison did with the electricity afterpurchasing it was not a concern of any of the Southern entities.

Harrison also testified that, in 1993, Southern Energy made a bid to purchasethe Fisk generating station in Illinois, but was unsuccessful. In 1995, SouthernEnergy made an unsuccessful bid to purchase the Kincaid generating station, alsoin Illinois. At the time Harrison gave the deposition, the Southern companieswere considering purchasing other Illinois generating stations from CommonwealthEdison.

Harrison's deposition reveals that he and other employees of the variousSouthern Companies made several trips to Illinois during the course of thenegotiations surrounding the purchase of the Power Plant and in connection withattempts to purchase other Commonwealth Edison generating stations. Harrison'stestimony also referenced several trips he and other employees made to Illinoisbefore the accident in this case. The purpose of these trips was to attendmeetings or trade conferences which had no bearing on the Power Plant purchaseor the Kincaid and Fisk proposals. According to Harrison, these meetings did notrelate to any actual business being conducted in Illinois. For example, some ofthese meetings involved projects or business in other states or abroad.

In his deposition, Alan Harrelson testified that he is an employee ofSouthern Energy Resources and a vice-president of SEI and State Line Holding andhas his office in Georgia. Discovery materials reveal that, as of October 12,1998, Harrelson was a vice-president of Southern Energy and Southern EnergyResources. Harrelson's duties included overseeing the operations of the PowerPlant.

Harrelson explained that there were times when the Power Plant's excesscapacity was sold to other customers through Southern Company Energy Marketing,the successor-in-interest of Southern Energy Trading and Marketing. Answers tointerrogatories reveal that, in July 1998, State Line Energy delivered power toa utility in Ohio. Also in July 1998, State Line Energy sold power to theIllinois Municipal Electric Agency (IMEA). According to answers tointerrogatories, IMEA received and took title to the electricity on the PowerPlant premises. Harrelson did not know whether any of this excess capacity wasultimately sold or consumed in Illinois. He also explained that the purpose ofthe Consulting Services Agreement was to help aid in the transition of the PowerPlant's ownership by allowing State Line Energy to utilize the knowledge ofcertain Commonwealth Edison employees regarding the operation of the PowerPlant.

Harrelson testified that Southern advertises nationally, including inIllinois, and maintains an Internet site accessible to Illinois residents. Whenasked why Southern would advertise in Illinois if it claimed that it did not dobusiness there, Harrelson responded that the purpose of the advertising was tobuild name recognition in the event any Southern companies ever did conductbusiness in Illinois. It was Harrelson's belief that the explosion causedinstability to Commonwealth Edison's system and resulted in some power outagesin Illinois.

In his deposition, Thomas Boren testified that he is the president and chiefexecutive officer of Southern Energy. He is also the president of State LineHolding and Southern Electric International and serves on the board of directorsof SEI. Discovery materials reveal that, as of October 12, 1998, Boren served asa senior vice-president of Southern and the president and chief executiveofficer of Southern Energy Resources.

Boren described Southern Energy as an "umbrella" company that holdsall of the common stock of about 200 companies. When asked about SEI and StateLine Holding, Boren explained that, sometimes, Southern Energy will form acompany "just to do bidding," for tax purposes, "and thenultimately we have companies that actually own the assets that we're doingbusiness out of." Boren's involvement in the purchase of the Power Plantwas limited to reviewing the investment opportunity in his capacity as presidentof Southern Energy and as a member of the Southern Energy board. He did notparticipate in the negotiations leading to the purchase.

Boren testified that, in the summer of 1998, Southern Company EnergyMarketing entered into a power supply contract with the City of Springfield,Illinois (Springfield). However, Springfield defaulted on that contract, andSouthern Company Energy Marketing ended up filing suit against Springfield.

At the time of the accident, Sheri Marcelene Fuller was the president of SEIand a vice-president of State Line Holding. She also was a senior vice-presidentof Southern Energy and Southern Energy Resources. She was on the board ofdirectors of State Line Holding and SEI, a director and executive vice-presidentof Southern Energy Trading and Marketing, a vice-president of Southern ElectricInternational, and a director and vice-president of Southern Energy NorthAmerica. In her deposition, Fuller testified that she is currently an employeeof Southern Energy Resources and a director of State Line Energy. She alsotestified that she was the person ultimately in charge of the Power Plantpurchase. She has traveled to the Power Plant twice, both times to attend boardmeetings.

Fuller estimated that she has traveled to Illinois for business reasonsapproximately 10 times since 1993. She traveled to the Chicago Board of Tradeonce because Southern Energy was contemplating entering the commodity tradingbusiness. She visited the offices of Duff & Phelps, a credit rating agencyin Illinois, to obtain a credit rating for Southern Energy. She also visitedChicago on several occasions in connection with the proposed purchase of powerplants from Commonwealth Edison. Fuller also attended meetings in Chicagoregarding projects in other states or countries.

Fuller testified that, in August 1997, Southern Energy Trading and Marketingcontracted for an option to purchase power from Springfield for delivery inOhio, and vice versa. Southern Company Energy Marketing exercised the option inthe summer of 1998, but Springfield failed to deliver the power as requested.According to Fuller, the suit against Springfield was filed in Georgia.

Also, Southern Company Energy Marketing entered into an alliance withKinder-Morgan, Inc. (Kinder-Morgan) granting Southern Company Energy Marketingaccess to Kinder-Morgan's facility in Cora, Illinois, to purchase and sell coal.Finally, Fuller was of the belief that the IURC rejected State Line's petitionand asserted jurisdiction over the Power Plant.

Steven Owen testified that he is an Illinois resident and an employee ofSouthern Energy Resources. He was a business unit manager of State Line Energyat the time of the accident. He explained that, before it purchased the PowerPlant, State Line Energy established a Chicago post office box address near thePower Plant. After the purchase, State Line Energy established its officialHammond address. It was Owen's belief that, as of late in June or early in July1998, State Line no longer maintained the Illinois address. The record containsa memo from Owen to a Commonwealth Edison employee dated June 11, 1998. The memocontains a notice of State Line Energy's change to the Hammond post office box.The letter was printed on State Line Energy's letterhead, which contains theSouthern name and logo.

Owen also testified that, in the course of his employment with SouthernEnergy Resources, he has traveled to Illinois airports and has attended two tothree conferences in Illinois. According to Owen, neither Southern nor any ofits affiliates maintained a booth at these conferences. Owen's purpose forattending these trips was merely to gather technical information and to networkwith others in the industry. Also, on three or four occasions, Owen met inIllinois with employees of Commonwealth Edison.

Owen testified that State Line Energy pays $3,672 per month to store 200 to225 pallet loads of spare parts at Commonwealth Edison's centralized warehouse.He explained that State Line Energy acquired these parts in connection with thepurchase of the Power Plant and that it was in the process of moving them to thePower Plant. It was Owen's understanding that State Line Energy did not paytaxes on the spare parts while they were in Illinois but would have to pay apersonal property tax once the parts were moved to Indiana. According to Owen,pursuant to the consulting services agreement, Commonwealth Edison has performedservices for State Line Energy, such as testing, that took place in Illinois.

According to Owen, the main entrance to the Power Plant lies just on theIndiana side of the state line, and the private road that leads to the mainentrance lies partly in Illinois. It was Owen's understanding that State LineEnergy possesses an easement over the road to allow access to the main entrance.The Power Plant has a connection to the City of Chicago sewer system, and theChicago police and fire departments responded on the day of the explosion. Owenestimated that the sale of electricity to Commonwealth Edison accounted forabout $20 to $25 million in annual revenue while sales to other utilitiesgenerated less than $1 million in annual revenue.

In his deposition, John Long testified that he is a vice-president ofCommonwealth Edison and, before the sale, served as an assistant manager andplant manager at the Power Plant. Long confirmed that Commonwealth Edison takespossession of the electricity at the Power Plant and eventually sells it eitherto retail or wholesale customers. All of Commonwealth Edison's retail customersare in Illinois. According to Long, the explosion at the Power Plant did notresult in any power outages in Illinois, but did cause momentary decreases involtage across the Commonwealth Edison system.

Long also explained that the Power Plant supplies its own electricity needsas long as it is in service. If the Power Plant were not in service, thenCommonwealth Edison would supply the Power Plant with electricity. Theelectricity Commonwealth Edison supplies to the Power Plant generally originatesin Illinois.

Long further testified that fire brigade workers employed at the Power Plantattended fire and emergency training that Commonwealth Edison conducted at oneof its Illinois facilities. Commonwealth Edison also provided emission reportsto environmental regulatory agencies on behalf of State Line Energy. To compilethese reports, Commonwealth Edison employees in Illinois obtained informationvia modem from monitoring equipment located at the Power Plant.

In his testimony, Long discussed several trips to Illinois thatrepresentatives of various Southern subsidiaries made to Illinois in connectionwith the purchase of the Power Plant and the proposed purchases of CommonwealthEdison generating stations in Illinois. These trips occurred both before andafter the date of the accident. Long also testified that either Southern or oneof its affiliated companies had an exhibit at the Edison Electric Instituteannual convention in Illinois.

In answers to interrogatories, defendants Southern, Southern Energy, andSouthern Energy Resources stated that, between 1993 and June 1998, employeesattended 12 trade shows in Illinois. These defendants maintained a booth orexhibit at four of these events. There is no evidence that these defendantsactually conducted business at any of these shows.

In a written opinion and order, the trial court granted the motion to dismissin favor of defendants Southern Electric International and Southern Energy NorthAmerica but denied the motion with regard to the remaining defendants. The trialcourt initially found that section 2-209(a) of the Code of Civil Procedure(Code) (735 ILCS 5/2-209(a) (West 1998)) did not provide a basis for asserting inpersonam jurisdiction over any of the defendants because plaintiffs' causesof action did not arise from defendants' alleged transaction of business,ownership, possession, or use of property, or the making of any contract inIllinois.

The trial court next considered whether defendants were subject to inpersonam jurisdiction because they were "doing business" inIllinois. See 735 ILCS 5/2-209(b)(4) (West 1998). The court found that, becausethey had registered agents in Illinois, defendants Southern Energy Resources andSouthern Energy Trading and Marketing were subject to in personamjurisdiction. The trial court further found that, as the operators of the PowerPlant, State Line Energy and SEI were doing business in Illinois becauseCommonwealth Edison, an Illinois company, purchased essentially all of the PowerPlant's output. The court also concluded that asserting in personamjurisdiction over State Line Energy and SEI comported with due processprinciples and, accordingly, that it would be appropriate to assert inpersonam jurisdiction over these defendants pursuant to section 2-209(c) ofthe Code (735 ILCS 5/2-209(c) (West 1998)).

The trial court also found that it was appropriate to assert in personamjurisdiction over Southern, Southern Energy, and State Line Holding under thetheory set forth in Maunder v. DeHavilland Aircraft of Canada, Ltd., 112Ill. App. 3d 879, 445 N.E.2d 1303 (1983), aff'd, 102 Ill. 2d 342, 466N.E.2d 217 (1984). According to the court, these defendants "have organizedthemselves in such a way as to blur the distinction of separate corporateidentities so as to preclude them from asserting that they are separate anddistinct corporate identities which prevent the imposition of in personamjurisdiction." The court found, however, that plaintiffs failed toestablish sufficient affiliating circumstances to enable the court to exercise inpersonam jurisdiction over Southern Electric International and SouthernEnergy North America.

Southern, Southern Energy, Southern Energy Resources, Southern Energy Tradingand Marketing, SEI, State Line Holding, and State Line Energy (appellants)petitioned this court for leave to appeal pursuant to Supreme Court Rule306(a)(3) (166 Ill. 2d R. 306(a)(3)). We granted the petition.

On August 8, 2000, Commonwealth Edison filed in the circuit court across-claim against State Line Energy. In its claim, Commonwealth Edison seeksindemnity pursuant to the Coal Supply Agreement.

III. DISCUSSION

A. Request to Strike Appellants' Brief

In their reply brief, plaintiffs Alderson, Kallok and Smotrilla have askedthis court to strike appellants' brief and dismiss the appeal on the ground thatit contains an inadequate statement of facts. These plaintiffs are correct innoting that appellants' 2