The opinion of the court was delivered by: DEARIE
This is a diversity action based on a contract (the "Agreement") between Worldwide Futgol Associates, Inc. ("WFA"), a licensor and distributor of United States television rights to international soccer matches, and Event Entertainment, Inc. ("Event"), whereby Event purchased the rights to certain soccer matches. Event has moved to dismiss the complaint, pursuant to Federal Rule of Civil Procedure 12(b)(2), on the ground that it is not subject to the personal jurisdiction of the Court. Alternatively, Event moves for a transfer of venue to the Central District of California pursuant to 28 U.S.C. § 1404(a). For the reasons stated below, the motion to dismiss is granted and the action is transferred to the Central District of California.
The Agreement is a one-page memorandum executed by Julio Vanegas, WFA's General Manager, and Rick Kulis, Event's President. It provides for Event to pay $ 360,000 for the United States ("except California") closed circuit television rights to three international soccer matches: an October 16, 1996 match between Mexico and Jamaica; an October 30, 1996 match between Mexico and St. Vincent; and a November 6, 1996 match between Mexico and Honduras (collectively, the "Matches"). The sale price was to be paid in installments of $ 120,000, due October 12, 1996, and $ 240,000, due October 17, 1996. Payment of the second installment was conditioned on Mexico winning the October 16, 1996 Match with Jamaica. WFA claims that Event broadcast the first Match but failed to make either payment. Event claims that WFA failed to provide promised customers for the broadcasts, cut off the satellite feed for the October 16 Match, and withheld certain customer proceeds when Event broadcast the Match through an alternate feed.
Event is a California corporation with its principal place of business in California. WFA is a New York corporation with its principal place of business in New York. Event is in the business of providing broadcasts of limited access sporting events. After acquiring the rights to a particular broadcast, Event accepts orders from customers -- sports bars, restaurants and hotels -- for the broadcast. Upon receiving payment from a customer, Event directs its subcontractor, which is located in Denver, Colorado, to address the satellite signal of the event, in unencrypted form, to the customer's satellite dish. Each satellite dish bears a unique addressable code number which allows Event's subcontractor to provide unencrypted signals to individual customers.
Prior to entering the Agreement, Event, through a joint venture with another entity, purchased the rights to televise the Matches in California. According to affidavits submitted on WFA's behalf, Event telephoned Ricky Schanks, an independent broker in the field of international soccer, shortly before the first Match to express its interest in obtaining broader rights to the Matches. This and subsequent calls were made by Event representatives in California to Schanks' home in New York.
Schanks put Event in contact with WFA, which owned the television rights to the Matches. The parties negotiated the Agreement in a series of bi-coastal telephone calls. WFA faxed the Agreement to Event in California for signature and return fax. Event then contracted with numerous customers, a number of which may have been in New York, to provide access to the October 16 Mexico-Jamaica Match.
The party seeking to invoke the Court's jurisdiction has the burden of establishing personal jurisdiction over a defendant. See Falik v. Smith, 884 F. Supp. 862, 864 (S.D.N.Y. 1995) (Carter, J.). For purposes of this motion, the plaintiff need only make a prima facie showing of jurisdiction, and all factual matters are to be viewed in the light most favorable to the plaintiff. PDK Labs, Inc. v. Friedlander, 103 F.3d 1105, 1108 (2d Cir. 1997); Welinsky v. Resort of the World D.N.V., 839 F.2d 928, 930 (2d Cir. 1988); Falik, 884 F. Supp. At 864.
New York law governs the issue of personal jurisdiction in this diversity action. See Cutco Indus., Inc. v. Naughton, 806 F.2d 361, 365 (2d Cir. 1986) (citing Arrowsmith v. United Press Int'l, 320 F.2d 219, 223 (2d Cir. 1963)); Hoffritz for Cutlery, Inc. v. Amajac, Ltd., 763 F.2d 55, 57 (2d Cir. 1985); Wilhelmshaven Acquisition Corp. v. Asher, 810 F. Supp. 108, 111 (S.D.N.Y. 1993) (Cedarbaum, J.). New York's long arm statute provides, in relevant part:
As to a cause of action arising from any of the acts enumerated in this section, a court may exercise personal jurisdiction over any non-domiciliary . . . who in person or through an agent:
1. transacts any business within the state or contracts anywhere to supply goods or services in the state . . .
N.Y. C.P.L.R. § 302(a)(1) (McKinney 1990). Additionally, a foreign corporation "doing business" in New York is "present" in the state, and therefore subject to personal jurisdiction here pursuant to C.P.L.R. § 301, regardless of whether the cause of action relates to the corporation's New York contacts. See Hoffritz for Cutlery, 763 F.2d at 57-58.
1. Transacting Business in New York