The opinion of the court was delivered by: Glasser, Senior District Judge
Plaintiff Copterline Oy ("Copterline" or "Plaintiff") filed this action against defendants Sikorsky Aircraft Corporation ("Sikorsky") and Helicopter Support, Inc. ("HSI"), (collectively, "Defendants"), for breach of express warranty, implied warranty, negligence, gross negligence, and failure to warn relating to the sale of a helicopter component. Defendants move to dismiss the action pursuant to Fed. R. Civ. P. 12(b)(2), or in the alternative, to transfer the action to the District of Connecticut pursuant to 28 U.S.C. § 1404(a), and to stay discovery pending the resolution of these motions. For the reasons explained below, this Court finds that it lacks personal jurisdiction over defendant HSI, transfers the case to the District of Connecticut pursuant to 28 U.S.C. § 1406(a), and denies the motion to stay as moot.*fn1
This action arises out of the manufacture and sale of a helicopter component.*fn2 Copterline is a Finnish corporation, having its principal place of business in Helsinki, Finland. See Compl. ¶ 3. At the time the action arose, Copterline operated a passenger helicopter flight service between Helsinki, Finland and Tallinn, Estonia. See id. Sikorsky is a designer, manufacturer, and seller of helicopters and component parts with its principal place of business in Stratford, Connecticut. See Affirmation of Garret J. Fitzpatrick ("Fitzpatrick Aff."), dated April 5, 2007, ¶ 3; Defs. Br. at 11. HSI is a wholly owned subsidiary of Sikorsky with its principal place of business in Trumbull, Connecticut. See id. ¶ 4; Affidavit of Christopher J. Bogan ("Bogan Aff."), dated March 26, 2007, ¶ 4.
On August 10, 2005, one of the Sikorsky S-76 C helicopters that Copterline flew took off from Tallin bound for Helsinki. See Compl. ¶ 15. As the helicopter reached 1,500 feet, it experienced a loss of pilot control that Copterline describes as a "pitching up of the helicopter nose, a roll to the left and a series of rotations, culminating in the helicopter violently plunging into the Baltic Sea." Id. ¶ 16. All twelve passengers and two crew members aboard the aircraft died. See id. The wreckage was recovered by the Estonian government, and an investigation was conducted by authorities from Finland, Estonia, the United Kingdom, and the United States. See Fitzpatrick Aff. ¶ 45-46.
On September 1, 1999, Copterline and Sikorsky entered into a contract whereby Sikorsky provided two new helicopters to Copterline, including the one involved in the crash. See id. ¶ 22. Between 1999 and 2002, HSI provided several spare parts to Copterline pursuant to the 1999 contract.*fn3 See id. ¶ 25. On August 13, 2003, Copterline sent an e-mail to HSI requesting a quotation for a replacement of the main rotor servo actuator (the "actuator") for the helicopter which eventually crashed. See Compl. ¶ 11; Declaration of Sami Visakko ("Visakko Decl."), dated May 10, 2007, ¶ 8. That same day, HSI provided a quote for the price of the actuator. See Visakko Decl. ¶ 10. Copterline confirmed the price of the order via e-mail, and requested that HSI contact Excel Global, a freight forwarding company located in Jamaica, New York, to arrange for the transport of the actuator to Finland. See id. ¶ 10. On August 14, 2003, HSI shipped the actuator to Excel Global as requested by Copterline. See id., Ex. 6. The sales invoice certified that the actuator was "manufactured in accordance with the applicable specifications and approved data." Id.
Copterline alleges that the crash was caused by this "defectively designed and defectively manufactured component sold by HSI to Copterline." See Compl. ¶ 16. In the Complaint, Copterline states that the actuator "controls the direction of the flight of a helicopter by changing the pitch angle of the rotor blades. It operates by the movement of a piston, that is powered by a hydraulic system." Id. Copterline asserts that the actuator is required under federal safety standards to be "fail safe," and that this particular actuator was defective because "the plasma coating on the piston head . . . had flaked off, clogging the servo actuator's control valve's return flow ports and causing a blockage of the servo actuator[. This] caused an uncommanded extension of the servo actuator, thereby causing the main rotor to stall, leading the nose of the helicopter to pitch up abruptly and the helicopter to roll to the left." Id. ¶ 20. Among other claims, Count I of the Complaint pleads an action for breach of express warranty, claiming that HSI "expressly warranted that the servo actuator was manufactured in accordance with the applicable specification and approved data," and that HSI "failed to meet this express contractual warranty, inasmuch as it was not a fail-safe component and the servo actuator was defective." Id. ¶¶ 25-26.
D. Motion to Dismiss Pursuant to Fed. R. Civ. P. 12(b)(2)
Defendants argue that this Court lacks personal jurisdiction over HSI. Defendants assert, and Copterline does not contest, that HSI is not licensed or authorized to do business in New York, HSI does not have a New York agent for service of process, and HSI does not maintain any offices, manufacturing facilities, distribution facilities, sales facilities, warehouse facilities, place of business, agents, or employees in New York. See id. ¶¶ 14-16. The parties also agree that HSI does not possess any bank accounts, assets, phone listings, or mailing addresses in New York. See id. ¶ 19. Defendants state that the dollar value of HSI's sales of goods and services to customers operating in New York for the years 2002 through 2006 is as follows: approximately $4.724 million in 2002 (2.65% of HSI's gross revenue), $2.381 million in 2003 (1.16% of HSI's gross revenue), $4.562 million in 2004 (2.20% of HSI's gross revenue), $5.645 million in 2005 (2.30% of HSI's gross revenue), and $9.439 million in 2006 (3.05% of HSI's gross revenue). See id. ¶ 20.
In opposition to the motion, Copterline argues that HSI conducted a substantial amount of commerce in New York, which includes both purchases and sales in New York and the use of J.F.K. International Airport to ship its goods. See Pl. Br. at 5. Copterline also alleges that HSI's personnel frequently traveled to New York to call on customers, provide on-site maintenance, and participate in training. See id. at 13. It also argues that the contract ...