The opinion of the court was delivered by: Wexler, District Judge*fn1
This is an action commenced by Plaintiff Fantastic Graphics, Inc. ("Fantastic Graphics" or the "Plaintiff Company") against Defendants Lynne Hutchinson ("Hutchinson"), Stellar Design Group, LLC ("Stellar or the "Defendant Company"), Tracey J. Kough ("Kough") and Roman Sokolov ("Sokolov") (collectively "Defendants"). Plaintiff alleges the existence of a deceitful conspiracy among the Defendants to destroy the business of Fantastic Graphics. The complaint contains causes of action in breach of fiduciary duty, breach of contract, breach of the implied covenant of good faith and fair dealing, misappropriation of trade secrets, tortious interference with contract, tortious interference with business relations, unjust enrichment, and conversion. Presently before the court is the motion of two Defendants -- Stellar and Kough, pursuant to Rule 12(b)(2) and/or Rule 12(b)(6) of the Federal Rules of Civil Procedure. The Rule 12(b)(2) seeks dismissal for lack of personal jurisdiction, and the Rule 12(b)(6) motion seeks dismissal for failure to state a claim upon which relief can be granted.
I. The Parties and the Allegations of the Complaint The following facts are drawn from Plaintiff's complaint and assumed, for the purpose of this motion, to be true.
Plaintiff Fantastic Graphics is in the business of providing web design and printing services. It is was, at all relevant times, a New York corporation with its offices, and principal place of business in that state. Fantastic Graphics was started by Kathy Carlini ("Carlini") in 1988. Carlini alleges that she worked hard over the years to develop, and grow the Plaintiff Company into a well respected graphic design company.
The complaint contains highly detailed allegations regarding the business relationship between Fantastic Graphics and Marotta Dental ("Marotta"), one of the company's largest clients. In view of the fact that the motion presently before the court is brought by Defendants Stellar and Kough, the court will not detail those allegations. Suffice it to say that the complaint alleges that while still employed at Fantastic Graphics, Hutchinson used her position of trust to undermine the company's relationship with this customer, ultimately diverting that business to Stellar, Hutchinson's new business venture.
By November 2006, Stellar is alleged to have taken all of Marotta's business away from Fantastic Graphics, which resulted in a significant loss of revenue for Fantastic Graphics. Hutchinson is alleged to have lured defendant Sokolov to join her and Kough in the conspiracy against Fantastic Graphics.
Defendants Kough and Stellar (the "Moving Defendants") move to dismiss for lack of personal jurisdiction, and failure to state a claim upon which relief can be granted. Although the complaint contains twelve causes of action, only four are directed toward the Moving Defendants. Those causes of action allege: (1) tortious interference with contract; (2) tortious interference with prospective business advantage, (3) unjust enrichment, and (4) conversion. In support of the personal jurisdiction motion, the Moving Defendants argue that personal jurisdiction exists neither pursuant to New York's Long Arm Statute, nor the Due Process Clause of the Constitution. The Rule 12(b)(6) motion alleges that Plaintiff fails to set forth a plausible claim for any cause of action alleged.
I. Personal Jurisdiction: Legal Principles
A district court may exercise jurisdiction over a defendant who would be subject to the jurisdiction of a court of general jurisdiction in the state in which the district court is located. Fed. R. Civ. P. 4(k)(1)(A). "In order to survive a motion to dismiss for lack of personal jurisdiction, a plaintiff must make a prima facie showing that jurisdiction exists." See, e.g., Best Van Lines, Inc. v. Walker, 2007 WL 1815511 at *2 (2d Cir.2007), quoting, Thomas v. Ashcroft, 470 F.3d 491, 495 (2d Cir.2006). Where, as here, the motion is made before discovery, all factual matters are to be resolved in the light most favorable to plaintiff. E.g., Jazini v. Nissan Motor Co., Ltd., 148 F.3d 181, 183 (2d Cir. 1998). If, but only if, jurisdiction is proper under state law must the court address whether the exercise of jurisdiction comports with Constitutional standards of due process under the Fourteenth Amendment. Best Van Lines, 2007 WL 1815511 at *2.
While the complaint does not state the specific provision of New York law alleged to support personal jurisdiction, Plaintiff's motion papers make clear that it alleges personal jurisdiction over the Moving Defendants pursuant to New York Civil Practice ...