The opinion of the court was delivered by: Gary L. Sharpe U.S. District Judge
This action predominantly arises out of plaintiff Lunera Lighting, Inc.'s ("Lunera") contention that defendant Nexus Light Drive, LLC ("Nexus") breached contracts between the parties. Presently pending is Nexus' motion to dismiss the action under FED R. CIV. P. 12(b)(1), (2), and (3), and both parties' motions for sanctions. (See Dkt. Nos. 8, 14, 18.) For the reasons that follow all motions are denied.
Lunera is a corporation organized under Delaware Law and having its principal place of business in Troy, New York. (See Compl. at ¶ 1; Dkt. No. 1.) Nexus is a Florida Limited Liability Company. Id. at ¶ 2. In the Fall of 2007, Lunera and Nexus began negotiations for a deal under which Nexus would manufacture Light Emitting Diode ("LED") fixtures for Lunera. (See Walsh Aff. ¶7; Dkt. No. 13.) Negotiations mainly occurred through phone calls and emails between Lunera representatives in New York and Nexus representatives in Florida. Id. at ¶8. On December 17, 2007, Nexus representatives traveled to Boston and New York City to meet with Lunera investors and discuss the potential deal. Id. at ¶9.
These negotiations ultimately led to the execution of a Product Development Agreement ("PDA") between the parties on January 31, 2008, under which Nexus agreed to provide "product design, development and manufacturing services" to Lunera "of Troy, New York." Id. at ¶¶10, 11. Under the PDA Nexus was obligated to deliver hundreds of LED fixture variants to Lunera's headquarters in Troy and its officers in New York City in set increments from 2008 through 2011. Id. at ¶¶13, 15, 17, 21, 27. Nexus did deliver some of these fixtures to Lunera officers or customers in New York. Id. at ¶¶16, 20, 22, 24-25. However, the vast majority of the fixtures were not delivered, despite Nexus' acceptance of payments in excess of $470,000 from Lunera's New York bank account. Id. at ¶¶12, 16, 18, 19, 23, 28-29. This suit ensued, with Lunera asserting claims under Section 43(a) of the Lanham Act, 15 U.S.C. § 1125(a), and state law. (See generally Compl.; Dkt. No. 1.)
A. Subject Matter Jurisdiction
Initially, the court addresses Nexus' passing contention that this case should be dismissed pursuant to FED. R. CIV. P. 12(b)(1).
A complaint will be dismissed under Rule 12(b)(1) when the court has no subject matter jurisdiction over the action. See FED. R. CIV. P. 12(b)(1).
"The burden of proving jurisdiction is on the party asserting it." Malik v. Meissner, 82 F.3d 560, 562 (2d Cir.1996) (internal citation and quotation marks omitted). In determining whether jurisdiction exists, the court "must accept as true all material factual allegations in the complaint, but [it will] not... draw inferences from the complaint favorable to plaintiffs." J.S. ex rel. N.S. v. Attica Cent. Sch., 386 F.3d 107, 110 (2d Cir. 2004).
In the present instance, the court clearly has subject matter jurisdiction over this action pursuant to 28 U.S.C. §§ 1331 and 1367.*fn1 Section 1331 provides federal jurisdiction over claims which arise from federal law, while Section 1367 provides jurisdiction over state law claims which arise from the same nucleus of operative fact as the federal claims. As Lunera asserts a federal Lanham Act claim and all claims arise out of the same alleged breaches by Nexus, Nexus' challenge to subject matter jurisdiction is rejected.
Next, Nexus asserts that the court should dismiss this action pursuant to FED. R. CIV. P. 12(b)(2) because the complaint ...