United States District Court, S.D. New York
THALES ALENIA SPACE FRANCE, Plaintiff, - against- THERMO FUNDING COMPANY, LLC, Defendant
June 25, 2013, Filed
For Plaintiff: Elliot E. Polebaum, Esq., Fried, Frank, Harris, Shriver & Jacobson LLP, Washington, DC.
For Defendant: Gerald S. Greenberg, Esq., Taft Stettinius & Hollister LLP, Cincinnati, OH.
Shira A. Scheindlin, U.S.D.J.
OPINION AND ORDER
SHIRA A. SCHEINDLIN, U.S.D.J.:
Plaintiff Thales Alenia Space France (" Thales" ) filed this action against Thermo Funding Company, LLC (" Thermo" ) for an alleged breach of contract. Thermo moved to dismiss for failure to state a claim and lack of personal jurisdiction, arguing tat Thales did not adequately plead the validity of the agreement between the parties (Thales alleges personal jurisdiction on the basis of the agreement's forum-selection clause). Because Thales has plausibly alleged the existence of a binding contract between the parties, Thermo's motion to dismiss under Federal Rules of Civil Procedure 12(b)(2) and 12(b)(6) is denied.
II. FACTUAL BACKGROUND
This action arises from a series of contractual relationships between three entities. Thales is a French aerospace company involved in the manufacture of low Earth orbit (" LEO" ) satellites. Globalstar, Inc. (" Globalstar" ) is a provider of satellite voice and data services that operates LEO satellites. Thermo is a private equity firm that owns a controlling interest in Globalstar.
A. The Parties' Business Relationships
In late 2006, Globalstar contracted with Thales's predecessor, Alcatel Alenia Space France, for the purchase of forty-eight new LEO satellites. These were to be Globalstar's " second generation constellation of satellites."  In 2009, Globalstar and Thales executed a new agreement (the " Supply Agreement" ) ...