Plaintiff has made a prima facie showing that the court has
jurisdiction over Vail Sr. Assuming plaintiff's allegations are true,
Vail Sr. contacted Cooper Robertson and formed a contractual relationship
with the firm, understanding that the majority of the architectural
design work for which he contracted would be performed in New York. He
was apparently familiar with Cooper Robertson and it is fair to assume
that he understood its sole office was located in New York City. This
assumption is reinforced by the fact that all of Vail Sr.'s payments
— his performance with regard to the contract — and
correspondence were sent to that New York office. In determining
jurisdiction, the place of performance is more critical than the place of
the execution of a contract.*fn2 See Metropolitan Air Services, Inc. v.
Penberthy Aircraft Leasing Co., 648 F. Supp. 1153, 1157 (S.D.N.Y. 1986)
If the only connection with New York was the performance of the
contract, the court's decision with regard to jurisdiction might be
otherwise. In this case, however, there is also the January 5, 1998
meeting between Vail Jr., Mrs. Vail and a representative of Cooper
Robertson in Cooper Robertson's office to discuss the project.
Admittedly, Vail Sr. did not attend this meeting. Nevertheless, CPLR
§ 302(a)(1) states that "a court may exercise personal jurisdiction
over any non-domiciliary, or his executor or administrator, who in person
or through an agent transacts any business within the state . . ."
(emphasis added). The New York Court of Appeals has held that the
requirements of a formal agency relationship are not necessary for
purposes of § 302. See Kreutter v. McFadden Oil Corp., 527 N.Y.S.2d 195,
199 (1988). Plaintiff "need only convince the court that [the agent]
engaged in purposeful activities in this State in relation to his
transaction for the benefit of and with the knowledge and consent of
[the] defendants and that they exercised some control over [the agent] in
the matter." Id. Interpreting the facts in the light most favorable to
plaintiff, it is reasonable to assume that Vail Jr. and Mrs. Vail acted as
Vail Sr.'s "agents." The meeting, therefore, may be imputed to him.
Not surprisingly, the parties have vastly different impressions
regarding the purpose of this meeting. Defendants argue that the meeting
was merely exploratory and introductory in nature and that it was not
even the primary reason for the Vails' visit to New York.*fn3 They also
note that the specifics regarding both the design of the house and
payment for Cooper Robertson's services were resolved through subsequent
correspondence and that a written work authorization agreement was not
signed for another eleven months.
Plaintiff counters by arguing that the meeting led directly to
the defendants' decision to retain Cooper Robertson's
notes that Vail Jr. wrote Cooper Robertson a "letter four days after
the meeting indicating his desire to hire plaintiff.
Defendants are correct in noting that a single meeting in New York will
rarely provide the basis for jurisdiction pursuant to § 302(a)(1),
especially when that meeting does not result in the execution of a
contract. See Gates v. Pinnacle Communications Corp., 623 F. Supp. 38, 42
(S.D.N.Y. 1985) (Carter, J.). Courts, however, have held that a meeting
which is significant to the development of the contractual relationship
may support a finding of jurisdiction when in combination with other
factors. See, e>g>, Geller v. Newell, 602 F. Supp. 501, 503 (S.D.N.Y. 1984)
(Carter, J.) (finding jurisdiction where defendant, during a one day
visit to New York, negotiated and agreed in principle on a contract, but
executed the contract later in Georgia); Fabrikant & Sons, Inc. v. Kahn,
Inc., 533 N.Y.S.2d 866 (1st Dept. 1988) (finding jurisdiction where
defendant had a single meeting in New York followed by further business
dealings outside the state). New York courts require only a "purposeful
act" in this state related to the transaction giving rise to the
complaint. See Kreutter, 527 N.Y.S.2d at 198-99. Considering the
surrounding circumstances, the New York meeting may be characterized as
such an act. Construing all of these factual issues in the light most
favorable to the plaintiff, the court finds that Cooper Robertson has
satisfied its prima facie burden of demonstrating that the court has
jurisdiction over Vail Sr.
The question of whether the court has jurisdiction over Vail Jr. and
Mrs. Vail is now a simple one. The court has personal jurisdiction over
them for the same reasons it has jurisdiction over Vail Sr., namely the
meeting in New York and the performance in New York.
Defendants' motion to dismiss the complaint pursuant to Rule 12(b)(2),
F.R. Civ. P., for lack of personal jurisdiction is denied.
IT IS SO ORDERED.